Maine Voc. Assoc., Inc. v. Way

CourtSuperior Court of Maine
DecidedSeptember 27, 2007
DocketKENcv-07-045
StatusUnpublished

This text of Maine Voc. Assoc., Inc. v. Way (Maine Voc. Assoc., Inc. v. Way) is published on Counsel Stack Legal Research, covering Superior Court of Maine primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Maine Voc. Assoc., Inc. v. Way, (Me. Super. Ct. 2007).

Opinion

STATE OF MAINE SUPERIOR COURT CIVIL ACTOIN KENNEBEC, ss. DOCKET NO. CV-07-04p D4 f'f\ - 1<, & Ai- "1'-'1'/'')"" ()~)""7 C!1 1I0-" i MAINE VOCATIONAL ASSOCIATES, INC.

Plaintiff

v. DECISION AND ORDER DONALfl \ G,~R8RFCHT ADAM WAY, !, ,t, \r,

Defendant JAN 2 4 2006

On April 19, 2007, this court heard arguments and testimony in this matter.

Plaintiff has moved for an injunction restraining defendant from continuing to operate

his business, EMPOWERS, which plaintiff claims is in breach of a non-competition

agreement entered into by the parties. Both parties have submitted post-trial briefs in

this matter that are considered in this court's decision.

Plaintiff, Maine Vocational Associates, Inc. ("MVA"), is half owned by John

Jones. It was established 15 years ago and now operates in Portland, Lewiston,

Augusta, Rockland, Belfast and Bangor. Its business is to assist those with disabilities in

obtaining employment in the state of Maine. MVA does so by directly obtaining

customers and through referrals from the State of Maine Bureau of Vocational Rehab

("Bureau"). Currently, MVA is the largest and most successful of such businesses in

Maine, receiving approximately 99% of its referrals from Bureau.

In order to receive referrals from Bureau, a company must be approved and

licensed by ,the State. Once licensed, Bureau provides its consumers the company's

name and contact information (along with all others licensed and approved in the area)

when the consumer is seeking employment. These lists are called "Consumer Choice" 2

lists and are published by the Bureau. Either alone or with the help of a State

Vocational Counselor ("VC"), a consumer chooses a company from the list to become

its client. The State in this process acts only as a referral agent. Thus, as Jones testified,

much of the business of the company is based on those personal relationships forged by

its employees with VCs.

Jones attributes MYA's success to the "strategies" it employs in obtaining

referrals. These strategies, plaintiff contends, are passed on to its Employee Specialists

who are trained through written materials, on-the-job experience and mentoring.

Employee Specialists' job duties are to take referrals from Bureau, get jobs for people,

job coaching, assisting with resume production, and various other tasks assisting clients

to find employment. Additionally, through their job experience, Employee Specialists

cultivate useful personal relationships with VCs. Employment Specialists also handle

client files that contain confidential information between the client and the Bureau. All

of this, as testified to by long time employee of the plaintiff, Julian Berard, qualifies him

to be a service provider.

After the first few years of operation the officers of MYA, including Jones,

decided to put in place a non-competition agreement and researched multiple

agreements, ultimately drafting one.! It provided:

In the course of my employment with Maine Vocational Associates I will have access to information, direct contact with and involvement with, customers and referral agents of MYA. I will also be provided with information and training pertaining to MYA's business strategies, techniques, practices and customers, which is not generally known in the industry. I realize that MYA will make a substantial investment in training me, that the information to be provided to me by MYA is

1 There's some question here whether the officers consulted an attorney in drafting the agreement, the court agrees that the document fails to have the precision that one would expect of attorney work­ product, but sees little relevance to whether an attorney prepared it. What is relevant is the document itself. 3

confidential and provides a business advantage to MVA. Therefore I acknowledge that the following restrictions are reasonable to protect MVA's legitimate business interests in it's [sic] business information, it's [sic] relationships and investments in me. 1.) Confidential or Proprietary Infonnation: I agree that during or at any time following my employment with MYA, I will not disclose any confidential or proprietary information, to any person, Hrm, corporation or any other entity other than MVA, for any reason whatsoever. I also agree that I will not use any of the infonnation that I have obtained for my own purpose or the benefit of any person, firm, corporation or any other entity other than MVA. 2.) Non Solicitation of Customers, Refenal Agents, and Employee's During the term of employment of MYA and for a period of two years thereafter, I will not solicit, divert or attempt to diver from MVA any customer, potential customer, referral agent, potential referral agent, employee, or potential employee that have [sic] been exposed to me during my experiences as an employee of MVA. 3.) Non Retention of Material Upon termination of employment, I will promptly deliver to MVA all manuals, letters, notes, notebooks, customer lists, and any written or printed material pertaining to the business of MVA that is in my possession. I also agree not to keep copy or deliver any of this information. 4.) Conflict of Interest I agree not to participate, as an owner or part owner, in any proprietorship, partnership, firm, corporation, or other organization or entity that directly or indirectly competes with MVA, or has a business relationship with MVA, without express written consent of the president ofMVA. 5.) Termination of Employment Nothing in this Agreement shall be construed to constitute an agreement of commitment or employment by MVA for any particular period of time or to limit in any way the right of MVA or myself to terminate my employment at will. 6.) Remedies Upon Breach: I recognize and acknowledge that MVA has a legitimate competitive interest in prohibiting the activities outlined in this Agreement. In the event of any default in, or any breach of any of the terms, conditions and provisions of this Agreement by me, MVA reserves the right to persue [sic] any and all lawful remedies. Accordingly, I agree that in such events, MVA will have the right to specific performance and or injunctive relief in addition to any and all other remedies and rights at law or in equity, and such rights and remedies shall be cumulative. I also agree to pay MYA's actual attorney costs and fees in any action to enforce this Agreement. 7.) Applicable Law This agreement shall be construed according to the laws of the State of Maine. 4

1 acknowledge that 1 have received and read a copy of this Agreement, that 1 it's [sic], and that 1 will observe and fully comply with it's [sic] provisions.

Defendant Adam Way worked for MVA as an Employment Specialist on two

separate occasions for a total of nineteen months. First in 2003 and again upon rehiring

in 2006, defendant signed the above agreement. There is some disagreement amongst

the parties as to the training defendant received under the employ of plaintiff. Jones

testified that defendant participated in an extensive training program developed by

Jones and the other officers of MYA in which defendant and other new employees were

taught the tools of the trade by senior Employment Specialists. Defendant testified that

he received no formal training but rather learned by working.

After terminating his employment in 2006, defendant developed the idea of

EMPOWERS, which he organized in December 2006 for which he obtained provisional

approval of a State license and subsequently opened for business on February 12,2007.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Chapman & Drake v. Harrington
545 A.2d 645 (Supreme Judicial Court of Maine, 1988)
Bangor Historic Track, Inc. v. Department of Agriculture
2003 ME 140 (Supreme Judicial Court of Maine, 2003)
Lord v. Lord
454 A.2d 830 (Supreme Judicial Court of Maine, 1983)
Roy v. Bolduc
34 A.2d 479 (Supreme Judicial Court of Maine, 1943)

Cite This Page — Counsel Stack

Bluebook (online)
Maine Voc. Assoc., Inc. v. Way, Counsel Stack Legal Research, https://law.counselstack.com/opinion/maine-voc-assoc-inc-v-way-mesuperct-2007.