Griggs & Browne Pest Control Co., Inc. v. Brian Walls

• Court: Supreme Court of Rhode Island
• Decided: January 8, 2024
• Docket: 22-356
• Status: Published

Opinion

Supreme Court

No. 2022-356-Appeal. (PC 21-7676)

Griggs & Browne Pest Control Co., Inc. :

v. :

Brian Walls. :

NOTICE: This opinion is subject to formal revision before publication in the Rhode Island Reporter. Readers are requested to notify the Opinion Analyst, Supreme Court of Rhode Island, 250 Benefit Street, Providence, Rhode Island 02903, at Telephone (401) 222-3258 or Email opinionanalyst@courts.ri.gov, of any typographical or other formal errors in order that corrections may be made before the opinion is published. Supreme Court

Present: Suttell, C.J., Goldberg, Robinson, and Long, JJ.

OPINION

Justice Long, for the Court. The defendant, Brian Walls (defendant or Mr.

Walls), challenges an order of the Superior Court granting a motion for a preliminary

injunction in favor of his former employer, the plaintiff, Griggs & Browne Pest

Control Co., Inc. (plaintiff or company). Mr. Walls, who is pursuing this appeal as

a self-represented litigant, argues that the trial justice erred in enforcing a

noncompetition agreement between the parties because, he contends, the plaintiff

improperly modified the terms of his employment contract. He also takes issue with

his trial counsel’s representation below. For the reasons set forth in this opinion, we

affirm the order of the Superior Court.

-1- Facts and Procedural History

This appeal arises out of the breakdown and eventual termination of

defendant’s employment relationship with plaintiff, a Rhode Island pest-control

company. Upon Mr. Walls’s hiring as a pest control operator in 2011, the parties

entered into a noncompetition agreement as a condition of his employment. Several

years later, on November 6, 2020, defendant assented to an updated noncompetition

agreement whereby plaintiff agreed to train and qualify Mr. Walls as a licensed

exterminator in Rhode Island and acknowledged his access to plaintiff’s list of

customer accounts; in return, Mr. Walls promised that, in the event he ceased

working for plaintiff, he would refrain from soliciting business or performing

services with plaintiff’s former or current customers for a period of twenty-four

months.

In late September of 2021, plaintiff notified defendant of an updated

employment policy that required all employees either to receive the COVID-19

vaccination or to terminate their employment relationship with plaintiff.

Notwithstanding this mandate, plaintiff offered employees an opportunity to seek an

exemption on medical or religious grounds on or before November 1, 2021. After

learning of the vaccination policy, Mr. Walls met with his supervisors on

September 30, 2021, and expressed opposition to vaccination during a loud

conversation during which he used profanities. The parties dispute whether Mr.

-2- Walls resigned at the conclusion of the meeting, but it is undisputed that, after the

conversation ended, plaintiff informed Mr. Walls that it would hold his position open

until October 4, 2021. However, plaintiff subsequently informed Mr. Walls that,

based on the way he conducted himself in reaction to plaintiff’s vaccination policy,

he could no longer resume his employment.

Approximately one month later, plaintiff discovered Mr. Walls’s successful

attempt to contact plaintiff’s former clients and perform pest-control services for

them, in violation of his noncompetition agreement. Significantly, plaintiff

discovered that Mr. Walls had sent one of plaintiff’s former clients a text message

on October 15, 2021, stating that he was now the sole proprietor of a “low[-]key cash

only business” that would exist until the expiration of his noncompetition agreement

with plaintiff, and that he would happily resume his pest-control services for

plaintiff’s client. Mr. Walls further added that he would become his own boss in

twenty-four months.

On November 11, 2021, plaintiff sent Mr. Walls a cease-and-desist letter

directing him to refrain from acting in contravention of their noncompetition

agreement. Mr. Walls denied any violation of their agreement and plaintiff

subsequently filed a seven-count verified complaint that, among other claims for

-3- relief, sought to prevent Mr. Walls from violating the noncompetition agreement.1

In response, Mr. Walls filed a counterclaim alleging that plaintiff improperly

terminated him in breach of his employment agreement due to his refusal to receive

the COVID-19 vaccination.2

On November 9, 2022, following a hearing, the trial justice granted plaintiff’s

request for a preliminary injunction to prevent Mr. Walls from violating the

noncompetition agreement. 3 In issuing an oral decision from the bench, the trial

justice noted that the parties disagreed about whether plaintiff terminated Mr. Walls

or whether he resigned voluntarily, but she nevertheless found that neither party

disputed that Mr. Walls continued to provide services for plaintiff’s clients after their

employment relationship ended.

1 The plaintiff alleged: (1) breach of contract resulting from Mr. Walls’s violation of the noncompetition agreement; (2) a violation of common law unfair competition; (3) misappropriation of trade secrets and confidential business information in violation of the noncompetition agreement and G.L. 1956 chapter 41 of title 6; (4) conversion of plaintiff’s proprietary information and trade secrets; (5) tortious interference with plaintiff’s contractual relationships; (6) tortious interference with plaintiff’s prospective business relationships; and (7) unjust enrichment. 2 Mr. Walls’s five-count counterclaim alleged: (1) breach of Mr. Walls’s employment contract with plaintiff; (2) breach of the duty of good faith and fair dealing; (3) violations of G.L. 1956 chapter 50 of title 28, the Rhode Island Whistleblowers’ Protection Act; and (4) separate claims for intentional and negligent infliction of emotional distress. 3 Rather than presenting testimony, the parties agreed to rely solely on their affidavits and legal memoranda. -4- Ultimately, the trial justice determined that Mr. Walls entered into a valid,

enforceable noncompetition agreement and concluded that plaintiff sufficiently

demonstrated a likelihood of success on its claim that Mr. Walls breached that

agreement. Specifically, the trial justice determined that the noncompetition

agreement existed ancillary to an otherwise valid business relationship, based on its

inclusion in Mr. Walls’s employment contract, and that Mr. Walls’s continued

employment constituted adequate consideration. Further, the trial justice concluded

that plaintiff had a legitimate interest in enforcing the agreement based on its desire

to maintain the goodwill of its customers and to protect its confidential client

information. Finally, the trial justice determined that the agreement reasonably

prohibited Mr. Walls’s post-employment behavior.

The trial justice also addressed Mr. Walls’s counterclaims and their impact on

plaintiff’s likelihood of success. Specifically, the trial justice rejected Mr. Walls’s

contention that plaintiff breached the employment contract by failing to provide him

with adequate training and education, and instead found that plaintiff had in fact

done so. The trial justice also rejected Mr. Walls’s allegation that plaintiff violated

the Rhode Island Whistleblowers’ Protection Act and noted his failure to

demonstrate that plaintiff terminated him as a result of his reporting any illegal

conduct. The trial justice further rejected Mr. Walls’s claim that plaintiff wrongfully

terminated him based on his religious beliefs, in contravention of the Rhode Island

-5- Civil Rights Act, and noted that plaintiff sufficiently demonstrated that Mr. Walls’s

termination took place for nondiscriminatory reasons. Finally, the trial justice

rejected Mr. Walls’s claim for breach of the implied covenant of good faith and fair

dealing, noting that there is no such independent cause of action in Rhode Island.

After concluding that plaintiff successfully demonstrated its likelihood of

success, she then found that plaintiff sufficiently demonstrated that it had suffered

irreparable harm based on its continued loss of customer goodwill. The trial justice

also found that the equities balanced in plaintiff’s favor while noting that plaintiff’s

loss of customer goodwill outweighed Mr. Walls’s desire to conduct business with

plaintiff’s current and former clients. Finally, the trial justice concluded that a

preliminary injunction would preserve the status quo by preventing Mr. Walls from

continuing to violate the noncompetition agreement.

On November 30, 2022, the Superior Court entered an order enjoining Mr.

Walls from performing any pest-control services for plaintiff’s prior or current

customers for a period of twenty-four months; using, divulging, or conveying

plaintiff’s proprietary and confidential business knowledge; and soliciting plaintiff’s

prior or current customers for a period of twenty-four months. Mr. Walls thereafter

entered his appearance pro se and filed a timely notice of appeal.

We consider whether the trial justice erred in determining that plaintiff

demonstrated a likelihood of success on the merits of its claim that Mr. Walls

-6- breached a valid, enforceable noncompetition agreement or otherwise improperly

granted plaintiff’s request for a preliminary injunction.

Analysis

This Court reviews a trial justice’s decision to grant a preliminary injunction

for an abuse of discretion. Gianfrancesco v. A.R. Bilodeau, Inc., 112 A.3d 703, 708

(R.I. 2015). Before the trial justice, a party need only establish a prima facie case

demonstrating entitlement to injunctive relief; therefore, we confine our task to

reviewing whether the trial justice considered and resolved each of the four factors

and will affirm the trial justice’s decision so long as the trial justice’s actions do not

constitute an abuse of discretion. Finnimore & Fisher Inc. v. Town of New

Shoreham, 291 A.3d 977, 983 (R.I. 2023).

Before granting a preliminary injunction, a trial justice must consider whether

the party seeking an injunction: (1) has a reasonable likelihood of success on the

underlying merits of its claim; (2) will suffer irreparable harm if the court refuses to

grant the injunctive relief; (3) has the balance of equities, which includes an analysis

of the possible hardships to each party and the public interest; and (4) has

demonstrated that a preliminary injunction will preserve the status quo.

Gianfrancesco, 112 A.3d at 708.

In pursuing this appeal, Mr. Walls asks this Court to review the decision of

the trial justice and challenges the enforceability of “a covenant agreement.” We

-7- therefore begin our analysis with a focus on the trial justice’s finding that plaintiff

has a reasonable likelihood of success on the merits of its breach-of-contract claim.

Our review of the record reveals nothing to suggest that the trial justice abused

her discretion in determining that Mr. Walls entered into a valid, enforceable

agreement, the relevant language of which provides:

“NOW, THEREFORE, in consideration of the employment by the Company and the compensation now or hereafter to be paid to Brian Walls by the Company, and in recognition of the agreed facts previously stated, both Brian Walls and the Company agree to the following terms and conditions:

“1. That Brian Walls shall not divulge the names and addresses of any of the customers of the Company to any person, firm or Corporation.

“2. That Brian Walls shall not do, suffer or consent to do, any act or thing prejudicial or injurious to the business or goodwill of the Company.

“3. Brian Walls agrees that he or she will not, directly or indirectly, solicit or be solicited by any past or present Company customer (to include pest control, termite control, renewal customers,) or anyone affiliated with a Company customer.

“4. In addition, Brian Walls agrees that he or she will not perform any pest control or allied services to any past or present Company customers. This agreement and restriction will be in effect for twenty-four (24) months from the date of termination.

“5. During the term of employment and for twenty-four (24) months thereafter Brian Walls agrees that he or she will not divulge to others any information he may possess -8- pertaining to the company’s business during such period[.] Brian Walls agrees upon termination of employment to return to the company all equipment, samples, technical bulletins, price lists, list of customers, prospects and their inquiries, and any other property belonging to the company in relation to its business.

“I understand that upon my termination from employment of [sic] the Company, I will not be able to solicit or be solicited, nor perform any pest control or allied services, to any past or present Company customer for a period of twenty-four (24) months and I agree to adhere to all the clauses outlined in this document.”

Generally, this Court disfavors the enforcement of covenants not to compete

and subjects these contractual provisions to rigorous judicial scrutiny. Cranston

Print Works Co. v. Pothier, 848 A.2d 213, 219 (R.I. 2004). As a result, we will

refuse to enforce covenants not to compete unless the litigant seeking their

enforcement demonstrates that the contractual provision is ancillary to an otherwise

valid transaction or employment relationship, that the contract is reasonable, and that

it does not extend beyond what is apparently necessary to protect the party receiving

the provision’s benefit. Id. Additionally, litigants seeking enforcement of

noncompetition clauses that lack both a temporal and a geographic limitation will

succeed only to the extent that such clauses are necessary to safeguard the

promisee’s—usually the employer’s—legitimate interests. Id. at 220.

Based on our examination of the record, we are satisfied that plaintiff met its

burden and demonstrated a likelihood of success on the merits of its claim that Mr.

-9- Walls breached a valid, enforceable contract. The noncompetition agreement at

issue is a product of a lawful, bargained-for exchange based on Mr. Walls’s at-will

employment relationship with plaintiff: In consideration for continued employment

with plaintiff, as well as plaintiff’s promise to train and qualify Mr. Walls as a

licensed exterminator in Rhode Island, Mr. Walls agreed not to solicit business from,

or perform pest-control services for, any of plaintiff’s current or former clients for a

period of twenty-four months. It is undisputed that Mr. Walls signed the

noncompetition agreement at issue on November 6, 2020, and that he subsequently

breached the noncompetition agreement by communicating with, and performing

work for, clients affiliated with plaintiff. 4

Moreover, the noncompetition agreement at issue withstands our rigorous

scrutiny: It is reasonable in scope and does not extend beyond what it necessary to

protect plaintiff’s interests. Specifically, it limits its prohibition to a twenty-four-

month period, and extends only to plaintiff’s current and previous clients, rather than

to a geographic area. This Court has previously upheld similar, more restrictive

noncompetition agreements and takes no issue with the language contained in this

agreement. See Griggs and Browne Co., Inc. v. Healy, 453 A.2d 761, 762 (R.I. 1982)

4 During oral argument before this Court, Mr. Walls attempted to persuade us that he reached out to plaintiff’s clients in an effort to gauge their interest in hiring him to perform non-pest-control services, such as lawn maintenance. However, his belated argument is unpersuasive. - 10 - (affirming the Superior Court’s issuance of a preliminary injunction that prevented

a former employee from working within a seventy-five-mile radius of the

employer’s headquarters for a period of three years). Therefore, based on the

permissible and reasonable nature of the noncompetition agreement, and Mr. Walls’s

concession that his actions constituted a breach of its terms, we are satisfied that the

trial justice appropriately found that plaintiff successfully demonstrated a likelihood

of success on the merits of its breach-of-contract claim.

Mr. Walls nevertheless urges this Court to conclude that plaintiff breached its

employment agreement with him and that he was therefore relieved of his

obligations under the noncompetition agreement. In support of this argument, Mr.

Walls contends that plaintiff improperly terminated his employment based on his

vocal opposition to receiving the COVID-19 vaccination. Relatedly, Mr. Walls

objects to his trial counsel’s defense strategy based on her decision to submit

evidence supporting the idea that Mr. Walls resigned from his role at plaintiff’s

company. Lastly, Mr. Walls asserts that plaintiff did not allow him to apply for a

religious exemption and that his alleged termination violated his “religious civil

rights.” We address each argument in turn.

Mr. Walls insists that plaintiff terminated him from his position, while

plaintiff maintains that Mr. Walls departed of his own volition; however, the

circumstances surrounding Mr. Walls’s exit from the company are immaterial to the

- 11 - enforcement of the noncompetition agreement. The plain language of the

noncompetition agreement prohibits Mr. Walls from violating its terms upon his

“termination from employment.” There is no limiting language that conditions

applicability on the circumstances of the termination from employment, whether

voluntary or involuntary.5 As an “at-will” employee, plaintiff had the ability to

terminate him at any time and for any lawful reason. 6 We therefore reject Mr.

Walls’s argument that an involuntary termination would preclude enforcement of

the noncompetition agreement. Consequently, any objection that Mr. Walls may

have concerning his trial counsel’s defense strategy, which acknowledged

defendant’s resignation from the company, is of no moment.

Finally, Mr. Walls argues that plaintiff unlawfully terminated him based on

the religious nature of his opposition to the receipt of the COVID-19 vaccination.

However, this argument is enormously undercut by the fact that Mr. Walls had an

initial opportunity to apply for a religious exemption to this policy, declined to take

it in the first instance, and listed several other nonreligious reasons for his opposition

5 Notwithstanding this determination, we acknowledge the attendant Department of Labor and Training (DLT) proceeding and its ultimate conclusion that plaintiff terminated Mr. Walls. The DLT, however, reached this determination as it related to Mr. Walls’s receipt of unemployment benefits pursuant to G.L. 1956 § 28-44-18. This determination has no bearing on the validity of the noncompetition agreement itself. 6 Mr. Walls acknowledged his at-will employment status during the DLT’s proceeding. - 12 - to plaintiff’s vaccination policy. In rejecting this argument, we emphasize that the

record reveals that other employees applied for, and received, a faith-based

exemption to plaintiff’s vaccination policy. Therefore, we remain confident that the

trial justice supportably found that plaintiff successfully demonstrated a likelihood

of success on the merits of its breach-of-contract claim, and we conclude that the

trial justice did not abuse her discretion in resolving this element in plaintiff’s favor.

Moreover, we are also satisfied that the trial justice considered and resolved

the remaining factors demonstrating entitlement to injunctive relief. Specifically,

the trial justice supportably found that plaintiff would suffer irreparable harm

because Mr. Walls’s ongoing interference with its business undoubtedly creates a

loss of customer goodwill constituting irreparable harm. See Pucino v. Uttley, 785

A.2d 183, 188 (R.I. 2001). Additionally, the record supports the trial justice’s

finding that the equities tip in plaintiff’s favor because plaintiff’s ongoing loss of

customer goodwill outweighs Mr. Walls’s preference to perform pest-control

services for plaintiff’s clients. Lastly, we perceive no error in the trial justice’s

finding that preventing Mr. Walls from continuing to service plaintiff’s clients would

uphold the status quo.

We therefore conclude that the plaintiff sufficiently demonstrated a prima

facie case in favor of a preliminary injunction and that the trial justice did not abuse

her discretion by granting a motion for a preliminary injunction in the plaintiff’s

- 13 - favor. Accordingly, we affirm the Superior Court’s decision granting the plaintiff’s

requested injunction.

Conclusion

Based on the foregoing, we affirm the order of the Superior Court and remand

the record in this case.

Justice Lynch Prata did not participate.

- 14 - STATE OF RHODE ISLAND SUPREME COURT – CLERK’S OFFICE Licht Judicial Complex 250 Benefit Street Providence, RI 02903

OPINION COVER SHEET

Griggs & Browne Pest Control Co., Inc. v. Brian Title of Case Walls. No. 2022-356-Appeal. Case Number (PC 21-7676)

Date Opinion Filed January 8, 2024

Suttell, C.J., Goldberg, Robinson, Lynch Prata, and Justices Long, JJ.

Written By Associate Justice Melissa A. Long

Source of Appeal Providence County Superior Court

Judicial Officer from Lower Court Associate Justice Sarah Taft-Carter

For Plaintiff:

Mitchell R. Edwards, Esq. Attorney(s) on Appeal For Defendant:

Brian Walls, pro se

SU-CMS-02A (revised November 2022)