Saleena Mia Bernard v. Bookxchange, LLC

• Court: District Court of Appeal of Florida
• Decided: April 23, 2025
• Docket: 3D2022-1910
• Status: Published

Opinion

Third District Court of Appeal State of Florida

Opinion filed April 23, 2025. Not final until disposition of timely filed motion for rehearing.

________________

No. 3D22-1910 Lower Tribunal No. 21-15527 ________________

Saleena Mia Bernard, Appellant,

vs.

Bookxchange, LLC, Appellee.

An Appeal from the Circuit Court for Miami-Dade County, Alan Fine, Judge.

AM Law, LLC, and Gary M. Murphree, for appellant.

Leto Law Firm, and Matthew P. Leto and Charles P. Gourlis, for appellee.

Before EMAS, FERNANDEZ, and BOKOR, JJ.

BOKOR, J. Appellant Saleena Mia Bernard appeals the entry of a permanent

injunction enforcing a non-compete clause in her employment agreement

with her former employer, Bookxchange, LLC. Bernard argues that the trial

court lacked sufficient evidence to find that she violated the covenant, as well

as that the court was precluded from enforcing the agreement because it

was unsupported by a legitimate business interest of the employer, and/or

that both the agreement and injunction were overbroad. We affirm as to the

former three theories without discussion. We also affirm as to the scope of

the injunction but write to note that this is without prejudice to seeking a

modification of the injunction if the hypothetical overbreadth of which Bernard

complains were to come to pass.

“A court should not issue an injunction broader than necessary to

protect the injured party under the particular circumstances. Rather, the

order should be adequately particularized, especially where some activities

may be permissible and proper.” Smith v. Short, 332 So. 3d 1064, 1067 (Fla.

2d DCA 2021) (cleaned up); see also Seaboard Rendering Co. v. Conlon,

12 So. 2d 882, 883 (Fla. 1943) (“It is a rule that an injunctive order should

not be broader than is necessary to secure to the injured party the relief

warranted by the particular facts without injustice to his adversary.”).

2 The relevant provisions of the agreement at issue here prevent

employees of Bookxchange (a bookseller, as the name implies) from

“tend[ing] any assistance” or “perform[ing] any services for” a competitive

business during their employment and for a limited time thereafter.

Bookxchange sought the injunction to prevent Bernard (a former financial

controller for Bookxchange) from providing accounting advice to Doriah

Zaret, the former Chief Financial Officer of Bookxchange who later founded

his own competing company. The parties do not dispute that Bernard was

privy to confidential information during her time with Bookxchange and that

this information, which included customer lists, pricing methods, and

marketing strategies, could be used to unfairly benefit a competitor if

disclosed. Thus, we agree that the trial court was within its discretion to enter

the injunction.

However, Bernard argues that the injunction itself goes beyond what

is necessary to protect Bookxchange’s interests under these circumstances.

The trial court enjoined Bernard from divulging Bookxchange’s confidential

information or contacting Bookxchange’s employees, clients, customers, and

suppliers for the purpose of providing “any assistance related to the purchase

and/or sale of books” for the duration of the employment agreement. These

conditions appear reasonable and directly related to the specific harms

3 sought to be prevented. However, the court also permanently enjoined

Bernard from “directly or indirectly providing any assistance related to the

purchase and/or sale of any books or for any other business transaction

related to the purchase and/or sale of books with any third party,” which

Bernard argues provides no clear limitations and can be construed to apply

to almost anything. The purportedly overbroad language must be read in

context of the entire injunction, not in isolation. Because these conditions are

reasonably tied to the behavior Bernard engaged in that resulted in the

injunction, Bernard’s arguments as to overbreadth fall flat.

At most, Bernard provides some innocent hypothetical situations that,

on a strained and isolated reading of the purportedly offending language,

may be outside the necessary scope of the injunction. The trial court,

however, possesses broad discretion in fashioning an injunction. This court

previously explained that “[t]he trial court is afforded broad discretion in

granting, denying, dissolving, or modifying injunctions, and unless a clear

abuse of discretion is demonstrated, an appellate court must not disturb the

trial court’s decision.” Jackson v. Echols, 937 So. 2d 1247, 1249 (Fla. 3d

DCA 2006). And we will not nit-pick or second-guess the language used

based on a mere hypothetical issue relying on an isolated and strained

reading of certain language. “[I]t is well settled that a single contractual term

4 [or term of an injunction] must not be read in isolation.” Beach Towing Servs.,

Inc. v. Sunset Land Assocs., LLC, 278 So. 3d 857, 861 (Fla. 3d DCA 2019);

see also Perez-Gurri Corp. v. McLeod, 238 So. 3d 347, 350 (Fla. 3d DCA

2017) (“When interpreting a contract, the court must first examine the plain

language of the contract for evidence of the parties’ intent.” (quotation

omitted)). Similarly, in the context of statutory interpretation, the Florida

Supreme Court explained that we must not examine language in isolation

“because ‘[t]he plainness or ambiguity of statutory language is determined

by reference to the language itself, the specific context in which that

language is used, and the broader context of the statute as a whole.’”

Conage v. United States, 346 So. 3d 594, 598 (Fla. 2022) (quoting Robinson

v. Shell Oil Co., 519 U.S. 337, 341 (1997)).

Bernard also argues that the injunction impermissibly targets third

parties. The trial court directed that “[t]his Order is binding on Bernard and

her agents, servants, employees, and attorneys, and on those persons in

active concert or participation with her.” Such language is often included in

releases, injunctions, and statutory schemes to prohibit those under a party’s

direction, control, or influence from doing the very activities that the party

would be prohibited from doing. Under the circumstances here, the inclusion

of such language did not constitute an abuse of discretion.

5 Affirmed.