Engineered Cooling Services, Inc. v. Star Service, Inc. of Mobile

108 So. 3d 1022, 2012 WL 2053835, 2012 Ala. Civ. App. LEXIS 146
CourtCourt of Civil Appeals of Alabama
DecidedJune 8, 2012
Docket2110178
StatusPublished
Cited by4 cases

This text of 108 So. 3d 1022 (Engineered Cooling Services, Inc. v. Star Service, Inc. of Mobile) is published on Counsel Stack Legal Research, covering Court of Civil Appeals of Alabama primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Engineered Cooling Services, Inc. v. Star Service, Inc. of Mobile, 108 So. 3d 1022, 2012 WL 2053835, 2012 Ala. Civ. App. LEXIS 146 (Ala. Ct. App. 2012).

Opinion

BRYAN, Judge.

Engineered Cooling Services, Inc. (“ECS”), appeals from a judgment in favor of Star Service, Inc. of Mobile (“Star”). We affirm in part and remand with instructions.

Factual Background

Star specializes in contracting to provide maintenance service for commercial heating, ventilation, and air-conditioning (“HVAC”) equipment for a fixed price. In January 2005, Star employed Mark Davis as a salesman. When Star employed Davis, he had had no previous experience in the HVAC business, and Star trained and developed Davis as a salesman of HVAC-maintenance service.

When he began his employment with Star, Davis signed a written contract titled “Employee Confidentiality Agreement” (“the confidentiality agreement”) in which he agreed, among other things, that he would not remove Star’s confidential information from its premises or disclose it to others during or after his employment with Star unless authorized to do so by Star and that, for a year after his employment with Star ended, he would not contact Star’s customers for the purpose of offering services from a competitor of Star.

In December 2008, ECS, one of Star’s competitors, offered Davis a job as a salesman at a base salary that was almost twice his base salary at Star. Pete Doyle, ECS’s president, told Davis that ECS wanted to hire Davis in order to increase its HVAC-maintenance business. On January 6, 2009, Davis accepted ECS’s job offer.

When Davis informed Shaun Mayeux, Star’s president, that he was leaving Star to accept a job with ECS, Mayeux reminded Davis of his obligations under the confidentiality agreement. On January 9, 2009, Star sent a letter to Davis reminding him of his obligations under the confidentiality agreement and sent ECS a letter informing it of Davis’s obligations under the confidentiality agreement. Star subsequently discovered that Davis had e-mailed three of Star’s confidential documents from his Star e-mail account to his personal e-mail account, which was a violation of the confidentiality agreement. On January 16, 2009, Star’s attorney sent Davis a letter demanding that he return Star’s confidential documents and sent ECS a letter informing it that Davis had violated the confidentiality agreement and warning ECS that it would be tortiously interfering with Star’s contractual relations with Davis if it induced him to violate the confidentiality agreement. Davis returned two of the three confidential documents to Star on a compact disk and deleted the third from his personal e-mail account.

Within a few months of Davis’s leaving Star, Ray Rodriguez, ECS’s vice president, asked Davis to accompany him on a visit to Mobile Gas, one of Star’s customers. While he was working at Star, Davis had prepared the proposal that had resulted in Mobile Gas’s awarding Star the contract to maintain Mobile Gas’s HVAC equipment. Davis testified that Rodriguez probably knew that he had prepared Star’s proposal and that he accompanied Rodriguez to Mobile Gas because Rodriguez was his boss and had asked him to do so. At Mobile Gas, Rodriguez and Davis met with Daniel Caylor, the Mobile Gas employee with the authority to decide which company should be awarded the contract to maintain Mo[1026]*1026bile Gas’s HVAC equipment. The evidence was in conflict regarding whether Rodriguez and Davis solicited the contract to maintain Mobile Gas’s HVAC equipment at the meeting with Caylor. Davis testified that he and Rodriguez did not solicit it; however, Caylor testified that they did. Caylor further testified that he declined to switch the contract to maintain Mobile Gas’s HVAC equipment from Star to ECS.

Also within a few months of Davis’s leaving Star, Joel Beckham, an ECS employee, asked Davis to accompany him to a meeting with John Harnish, an employee of the Mississippi National Guard Readiness Center (“Readiness Center”) in Gulf-port, Mississippi. Readiness Center was one of Star’s customers, and Harnish was responsible for deciding which company should be awarded the contract to maintain Readiness Center’s HVAC equipment. Davis testified that he knew that Readiness Center was a customer of Star, that Beckham wanted Davis to accompany him to the meeting with Harnish because Davis had worked for Star, and that he and Beckham had solicited the contract to maintain Readiness Center’s HVAC equipment at the meeting with Harnish. Har-nish testified that Beckham and Davis told him that they thought ECS could do the work that Star was doing better and cheaper than Star. However, the undisputed evidence indicates that Readiness Center did not switch the contract to maintain its HVAC equipment from Star to ECS.

Davis also contacted Dauphin Way United Methodist Church (“Dauphin Way”) and Holiday Inn Downtown (“Holiday Inn”) in Mobile, who were customers of Star, and solicited the contracts to maintain their HVAC equipment on behalf of ECS. ECS terminated Davis’s employment in January 2010.

In 2009, Star had a contract to maintain the mechanical HVAC equipment of Little Sisters of the Poor (“Little Sisters”), while ECS had the contract to maintain the chiller equipment of Little Sisters. By letter dated January 29, 2010, Little Sisters informed Star that it would not be renewing Star’s contract. Mayeux testified that Little Sisters’ administrator, Sister Paul Mary, told him that ECS knew that Star’s price for maintaining Little Sisters’ mechanical HVAC equipment was $12,000 and that ECS was offering to maintain it for $2,000 less. Although Little Sisters subsequently agreed to continue using Star to maintain its mechanical HVAC equipment through September 30, 2010, it contracted for ECS to begin maintaining its mechanical HVAC equipment on October 1, 2010. Mayeux testified that Star had derived a profit from its contract with Little Sisters and that it lost that profit when it lost its contract with Little Sisters; however, he testified that, because its contract with Little Sisters was a fixed-price contract and Star’s cost for the labor and parts necessary to maintain Little Sisters’ mechanical HVAC equipment varied from year to year, the amount of its profit varied from year to year.

Drew Adams, ECS’s chief financial officer, testified that Little Sisters asked ECS to quote a price for maintaining its mechanical HVAC equipment, that ECS quoted a price, and that Little Sisters awarded ECS the contract to maintain the mechanical HVAC equipment. Adams testified that he never instructed Davis to go to Little Sisters and that, to his knowledge, Davis never went to Little Sisters on behalf of ECS. Adams admitted that ECS would have an advantage in competing with a competitor for a customer’s business if it knew the competitor’s price for doing that customer’s work.

[1027]*1027 Procedural History

On August 14, 2009, Star sued Davis, ECS, and Doyle, alleging that Davis had breached the confidentiality agreement and that ECS and Doyle had tortiously interfered with Star’s contractual relationship with Davis by inducing him to breach the confidentiality agreement. Answering, Davis denied breaching the confidentiality agreement, and ECS and Doyle denied tortiously interfering with Star’s contractual relationship with Davis. After a number of continuances, the trial court held a bench trial at which it received evidence ore tenus on July 20, 2011. On August 22, 2011, the trial court entered the following judgment:

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Bluebook (online)
108 So. 3d 1022, 2012 WL 2053835, 2012 Ala. Civ. App. LEXIS 146, Counsel Stack Legal Research, https://law.counselstack.com/opinion/engineered-cooling-services-inc-v-star-service-inc-of-mobile-alacivapp-2012.