Hopper v. All Pet Animal Clinic, Inc.

861 P.2d 531, 9 I.E.R. Cas. (BNA) 554, 1993 Wyo. LEXIS 155, 1993 WL 382286
CourtWyoming Supreme Court
DecidedOctober 1, 1993
Docket92-254, 92-255
StatusPublished
Cited by94 cases

This text of 861 P.2d 531 (Hopper v. All Pet Animal Clinic, Inc.) is published on Counsel Stack Legal Research, covering Wyoming Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Hopper v. All Pet Animal Clinic, Inc., 861 P.2d 531, 9 I.E.R. Cas. (BNA) 554, 1993 Wyo. LEXIS 155, 1993 WL 382286 (Wyo. 1993).

Opinions

TAYLOR, Justice.

These consolidated appeals test the enforceability of a covenant not to compete which was included in an employment contract. The district court found that the covenant imposed reasonable geographic and durational limits necessary to protect the employers’ businesses and enjoined a veterinarian from practicing small animal medicine for three years within a five mile radius of the city limits of Laramie, Wyoming. The district court denied a damage claim for breach of the employment agreement brought by the veterinarian’s two corporate employers because it was speculative. The veterinarian appeals from the decision to enforce the terms of the covenant. In the companion case, the corporate employers appeal the decision to deny damages.

We hold that the covenant’s three year duration imposed an unreasonable restraint of trade permitting only partial enforcement of a portion of that term of the covenant. We affirm the district court’s conclusions of law that the remaining terms of the covenant were reasonable. We also affirm the district court’s judgment refusing damages because the finding that damages were unproven is not clearly erroneous.

I. ISSUES

In Case No. 92-254, appellant, the veterinarian, frames the following issues:

A. The trial court abused its discretion in failing to consider the undue hardship to the appellant in granting the injunction.
B. The trial court abused its discretion in granting the injunction as appellees failed to prove the existence of irreparable harm.
C. The trial court abused its discretion in granting the injunction as the restrictive covenant was overbroad.

Appellees, the corporate employers, rephrase the issues:

A. Whether the evidence is sufficient to sustain the district court’s finding that enforcement of the covenant not to compete would not cause appellant to suffer undue hardship[.]
B. Whether the evidence is sufficient to sustain the district court’s finding that [536]*536appellees suffered irreparable injury as a result of appellant’s breach of the covenant not to compete^]
C. Whether the covenant not to compete in question here is reasonable[.]

In Case No. 92-255, appellants, the corporate employers, question:

I. Whether the court’s finding that the amount of damages suffered by appellants is speculative and was not proven by appellants by a preponderance of the evidence is contrary to the evidence^]
The veterinarian responds:
Did the trial court err in finding that the amount of damages claimed by Appellants was speculative and not proven by a preponderance of the evidence?

II. FACTS

Following her graduation from Colorado State University, Dr. Glenna Hopper (Dr. Hopper) began working part-time as a veterinarian at the All Pet Animal Clinic, Inc. (All Pet) in July of 1988. All Pet specialized in the care of small animals; mostly domesticated dogs and cats, and those exotic animals maintained as household pets. Dr. Hopper practiced under the guidance and direction of the President of All Pet, Dr. Robert Bruce Johnson (Dr. Johnson).

Dr. Johnson, on behalf of All Pet, offered Dr. Hopper full-time employment in February of 1989. The oral offer included a specified salary and potential for bonus earnings as well as other terms of employment. According to Dr. Johnson, he conditioned the offer on Dr. Hopper’s acceptance of a covenant not to compete, the specific details of which were not discussed at the time. Dr. Hopper commenced full-time employment with All Pet under the oral agreement in March of 1989 and relocated to Laramie, discontinuing her commute from her former residence in Colorado.

A written Employment Agreement incorporating the terms of the oral agreement was finally executed by the parties on December 11, 1989. Ancillary to the provisions for employment, the agreement detailed the terms of a covenant not to compete:

12. This agreement may be terminated by either party upon 30 days’ notice to the other party. Upon termination, Dr. Hopper agrees that she will not practice small animal medicine for a period of three years from the date of termination within 5 miles of the corporate limits of the City of Laramie, Wyoming. Dr. Hopper agrees that the duration and geographic scope of that limitation is reasonable.

The agreement was antedated to be effective to March 3, 1989.

The parties executed an Addendum To Agreement on June 1, 1990. The addendum provided that All Pet and a newly acquired corporate entity, Alpine Animal Hospital, Inc. (Alpine), also located in Laramie, would share in Dr. Hopper’s professional services. As the President of All Pet and Alpine, Dr. Johnson agreed, in the addendum, to raise Dr. Hopper’s salary. The bonus provision of the original agreement was eliminated. Except as modified, the other terms of the March 3, 1989 employment agreement, including the covenant not to compete, were reaffirmed and Dr. Hopper continued her employment.

One year later, reacting to a rumor that Dr. Hopper was investigating the purchase of a veterinary practice in Laramie, Dr. Johnson asked his attorney to prepare a letter which was presented to Dr. Hopper. The letter, dated June 17, 1991, stated:

I have learned that you are considering leaving us to take over the small animal part of Dr. Meeboer’s practice in Laramie.
When we negotiated the terms of your employment, we agreed that you could leave upon 30 days’ notice, but that you would not practice small animal medicine within five miles of Laramie for a three-year period. We do not have any. non-competition agreement for large-animal medicine, which therefore does not enter into the picture.
I am willing to release you from the non-competition agreement in return for a cash buy-out. I have worked back from the proportion of the income of All-[537]*537Pet and Alpine which you contribute and have decided that a reasonable figure would be $40,000.00, to compensate the practice for the loss of business which will happen if you practice small-animal medicine elsewhere in Laramie.
If you are willing to approach the problem in the way I suggest, please let me know and I will have the appropriate paperwork taken care of.
Sincerely,
[Signed]
R. Bruce Johnson, D.V.M.

Dr. Hopper responded to the letter by denying that she was going to purchase Dr. Meeboer’s practice. Dr. Hopper told Dr. Johnson that the Employment Agreement was not worth the paper it was written on and that she could do anything she wanted to do. Dr. Johnson terminated Dr. Hopper’s employment and informed her to consider the 30-day notice as having been given. An unsigned, handwritten note from Dr. Johnson to Dr. Hopper, dated June 18,1991, affirmed the termination and notice providing, in part:

Per your request to abide by your employment agreement with All Pet and Alpine as regards termination:

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Cite This Page — Counsel Stack

Bluebook (online)
861 P.2d 531, 9 I.E.R. Cas. (BNA) 554, 1993 Wyo. LEXIS 155, 1993 WL 382286, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hopper-v-all-pet-animal-clinic-inc-wyo-1993.