Richland Towers, Inc. v. Denton

139 So. 3d 318, 2014 WL 941952, 2014 Fla. App. LEXIS 3472
CourtDistrict Court of Appeal of Florida
DecidedMarch 12, 2014
DocketNo. 2D12-5493
StatusPublished
Cited by4 cases

This text of 139 So. 3d 318 (Richland Towers, Inc. v. Denton) is published on Counsel Stack Legal Research, covering District Court of Appeal of Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Richland Towers, Inc. v. Denton, 139 So. 3d 318, 2014 WL 941952, 2014 Fla. App. LEXIS 3472 (Fla. Ct. App. 2014).

Opinion

NORTHCUTT, Judge.

Richland Towers, Inc., and Richland Towers, LLC, plaintiffs below, appeal a nonfinal order denying their request for a temporary injunction to enforce restrictive covenants in employment agreements with former employees David Denton and Dale West. Denton and West and their company, Tall Tower Ventures, LLC, cross-appeal the imposition of an injunction against their use of allegedly confidential business information. We reverse the denial of the temporary injunction, and this disposition renders the cross-appeal moot.

The parties are engaged in the “tall tower” business, involving towers used by radio and television broadcasters to relay signals, similar to the way cell phone towers are used in the wireless communication industry. The plaintiffs below are part of a group of affiliated, closely held corporations that own, lease, or operate such towers in the United States. Rich-land Towers, Inc., provided management services and support for these entities until late 2008, and Richland Towers, LLC, has performed those functions thereafter. Denton and West were key management employees beginning in 2000. This case concerns the parties’ rights and obligations under employment agreements that were effective from January 1, 2008, [320]*320until their expiration on December 31, 2011.

West entered into an agreement to serve as senior vice president and chief operating officer on behalf of Richland Towers, Inc., “and all entities comprising the Corporation” as that term was defined in the Second Amended and Restated Stock Appreciation Rights and Bonus Plan Agreement.1 Denton entered into a similar contract to serve as senior vice president of sales and marketing. Although the two employment agreements at issue differed in ways primarily related to compensation and bonuses, the provisions involved in this litigation were the same in both contracts.

Section 10 of the agreements set forth restrictive covenants. These precluded the employees from engaging in a competing business during their employment and for a period thereafter. They prohibited the employees from hiring or attempting to hire employees or independent contractors of the employer, and they prohibited the solicitation of the employers’ clients, suppliers, and tenants, etc. The restrictive covenants also imposed confidentiality and nondisclosure duties regarding proprietary information obtained during the employment.

Prior to the expiration of the agreements at the end of 2011, Denton and West made plans to establish a competing business. They resigned in January 2012 and established Tall Towers Ventures, LLC. The Richland Towers entities filed suit thereafter. In their amended complaint, Richland Towers, Inc., and Richland Towers, LLC, alleged eight claims for breach of the employment agreements, misappropriation of trade secrets, and the like. Denton and West answered, raised numerous affirmative defenses, and filed twelve counterclaims alleging breach of contract, seeking an accounting, and alleging fraud in the inducement.

This appeal concerns an order that granted in part and denied in part Rich-land Towers’ request for a temporary injunction to enforce the restrictive covenants in the employment agreements. Denton and West contended that the agreements were unenforceable for various reasons, including that Richland Towers, Inc., ceased active operation in late 2008 and that Denton and West were not fully paid as required by the agreements.

In its order, the circuit court recited the requirements for a temporary injunction: the threat of irreparable harm to the mov-ant for which there would be no adequate legal remedy, the movant’s substantial likelihood of success on the merits, and a determination that granting the injunction would serve the public interest. See Atomic Tattoos, LLC v. Morgan, 45 So.3d 63, 64-65 (Fla. 2d DCA 2010). The court observed that the only element in controversy was whether Richland Towers had demonstrated a substantial likelihood of success on the merits.

The circuit court analyzed two issues regarding Richland Towers’ likelihood of success. First, it considered whether, as contended by Denton and West, the cessation of business by Richland Towers, Inc., in late 2008 rendered the restrictive covenants unenforceable. The court concluded that it did not, and we agree. When ruling on a claim to enforce a restrictive covenant in an employment contract, a court may consider a defense that [321]*321the employer no longer continues in the same business if the discontinuation was not caused by a violation of the restriction. § 542.335(1)(g)(2), Fla. Stat. (2007). But the court may not refuse enforcement sought by a third-party beneficiary who is expressly identified in the contract as one entitled to enforce the restrictive covenants. § 542.335(1)(f). Here, paragraph 10(Z) of the employment agreements expressly provided that the “Corporation (and each of the Affiliates comprising the Corporation) shall be deemed to be third party beneficiaries under this Agreement with the right to seek enforcement hereof and make claims hereunder, including but not limited to claims arising under this Section 10.” Thus, the cessation of business by Richland Towers, Inc., did not affect the covenants’ enforceability by the affiliates, including Richland Towers, LLC.

On the second issue, the circuit court found that certain bonuses had not been paid as required under the agreements. The court accepted Denton and West’s argument that this constituted a prior breach that rendered the agreements, and thus the restrictive covenants, unenforceable. See Bradley v. Health Coal., Inc., 687 So.2d 329 (Fla. 3d DCA 1997) (reversing temporary injunction and remanding for consideration of former employee’s affirmative defense of prior breach, which pertained to employer’s burden of showing likelihood of success on the merits of the affirmative defenses as well as its prima facie case).

To reach this conclusion, the circuit court necessarily had to determine that the parties’ obligations under the contracts were dependent covenants. When a dependent covenant has been breached, the entire contract is virtually destroyed. See Steak House, Inc. v. Barnett, 65 So.2d 736, 738 (Fla.1953) (stating that breach of a dependent covenant “must be considered as destroying the entire contract”); see also Cordis Corp. v. Prooslin, 482 So.2d 486, 490 (Fla. 3d DCA 1986) (“In the non-competition and trade-secret context, an employer’s breach of the employment contract is a relevant factor in determining whether the employer is entitled to a temporary injunction, at least where the breach involves a dependent covenant.” (citations omitted)), declined to follow on other grounds by Sarasota Beverage Co. v. Johnson, 551 So.2d 503 (Fla. 2d DCA 1989).

Whether the payment obligations under the employment agreements were dependent or independent covenants is an issue of law that turns on the proper interpretation of the contracts; thus, we review this issue de novo. See Morgan v. Herff Jones, Inc., 883 So.2d 309, 313 (Fla. 2d DCA 2004). We must, whenever possible, construe the agreement according to its plain language and consider the provisions at issue in the context of the entire agreement in order to achieve “a reasonable construction to accomplish the intent and purpose of the parties.” Hand v. Grow Constr., Inc., 983 So.2d 684, 686-87 (Fla. 1st DCA 2008) (quoting James v. Gulf Life Ins. Co., 66 So.2d 62, 62 (Fla.1953)).

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Bluebook (online)
139 So. 3d 318, 2014 WL 941952, 2014 Fla. App. LEXIS 3472, Counsel Stack Legal Research, https://law.counselstack.com/opinion/richland-towers-inc-v-denton-fladistctapp-2014.