[Cite as Total Quality Logistics, L.L.C. v. BBI Logistics, L.LC., 2024-Ohio-2597.]
IN THE COURT OF APPEALS
TWELFTH APPELLATE DISTRICT OF OHIO
CLERMONT COUNTY
TOTAL QUALITY LOGISTICS, LLC, :
Appellee and Cross-Appellant, : CASE NO. CA2023-11-076
: OPINION - vs - 7/8/2024 :
BBI LOGISTICS LLC, et al., :
Appellants and Cross-Appellees. :
CIVIL APPEAL FROM CLERMONT COUNTY COURT OF COMMON PLEAS Case No. 2019-CVH-00699
Dinsmore & Shohl LLP, and Eric K. Combs, for appellee and cross-appellant.
Brennan, Manna & Diamond LLC, and David M. Scott and Krista D. Warren, for appellants and cross-appellees.
S. POWELL, P.J.
{¶ 1} Defendants, BBI Logistics, LLC ("BBI") and Benjamin Humphries, appeal
the decision of the Clermont County Court of Common Pleas denying them attorneys'
fees. In turn, plaintiff, Total Quality Logistics, LLC ("TQL"), cross-appeals the trial court's
judgment in favor of BBI and Humphries. For the reasons stated below, we affirm in part
and reverse in part the judgment of the trial court. Clermont CA2023-11-076
{¶ 2} TQL is a freight broker and third-party logistics company headquartered in
Clermont County, Ohio. As a third-party logistics company, TQL does not own its own
trucks or trailers, but facilitates shipments through those means for other carriers. To that
end, TQL offers several transportation services in the freight industry, including highway
drive end solutions, refrigerated services, and flatbed services.
{¶ 3} Benjamin Humphries was hired by TQL in 2009 as a Logistics Account
Executive Trainee ("LAET"). At that time, Humphries signed an Employee Non-Compete,
Confidentiality and Non-Solicitation Agreement (the "2009 NCA"). Under the 2009 NCA,
Humphries agreed, that for one year after the termination of his employment with TQL,
he would neither hold employment with a business competing with TQL nor solicit
business from any TQL customer. These are commonly referred to as noncompetition
and nonsolicitation provisions.
{¶ 4} Over the years he was employed by TQL, Humphries advanced through the
ranks, becoming a Logistics Account Executive ("LAE") and later a Sales Team Leader
("STL") before being promoted to a Branch Team Leader ("BTL") in March 2016. As a
BTL, Humphries was privy to some confidential information that was not available to him
as a LAET, LAE, and STL. During his time at TQL, Humphries also assisted in the
creation of a Columbus office for TQL and was described as one of its "founding
members." Humpries' main client while working at TQL was Pilot Freight Services
("Pilot"), and he served as the primary contact between Pilot and TQL for arranging
business between the companies.
{¶ 5} On May 4, 2017, approximately 14 months after Humphries assumed his
position as a BTL, he signed a new Employee Non-Compete, Confidentiality and Non-
Solicitation Agreement (the "2017 NCA"). The 2017 NCA was similar to the 2009 NCA,
except its noncompetition and nonsolicitation provisions applied for period of two years
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after Humphries terminated employment with TQL. The 2017 NCA also contained a trade
secrets clause pursuant to which Humphries agreed not to disclose or use for the benefit
of any third party TQL's trade secrets, including customer lists, carrier lists, load
management system, and private processes. The trade secrets clause contained no time
limit or term.
{¶ 6} Typically, TQL's new BTLs sign the two-year noncompete immediately.
While the delay in Humphries signing of the 2017 NCA was initially attributed to being an
administrative oversight, it was testified to at trial that the delay was attributed to the fact
that Humphries was not able to enroll in TQL's Long-Term Incentive ("LTI") program upon
being promoted to a BTL. The LTI program operated as "phantom stock" that entitled
select TQL employees who held it to extra money depending on the company's
performance. Despite this delay, there is no dispute among the parties that the 2017
NCA was signed and supported by adequate consideration. The issue, discussed further
below, is whether the restrictions in that agreement were reasonable and enforceable
under Ohio law.
{¶ 7} In early April 2018, Humphries voluntarily took a demotion to a Senior
Logistics Accounts Executive ("SLAE"). At that point, Humphries believed he was only
subject to a one-year noncompete, as other SLAEs were. Later that month on April 27,
2018, Humphries resigned from TQL entirely. In the year following his resignation,
Humphries did some work in excavation and for his in-laws' company, assisted family with
their children, traveled, and "[took] a year and disconnect[ed] and kind of reprioritized[d]
what was important in life" after working for TQL for nearly ten years.
{¶ 8} On April 23, 2019, Humphries texted Brent Bosse. Bosse is a high school
friend and former coworker of Humphries at TQL who left the company to form BBI, now
a competitor of TQL in the freight logistics industry in Columbus. In these texts,
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Humphries noted that it had nearly been one year since Humphries left TQL and that he
was "chomping at the bit" to begin working for BBI. The two discussed his onboarding
with BBI and the likelihood that TQL would file suit to enforce the 2017 NCA. Various
communications in the record demonstrate that BBI and Humphries were aware of the
stated restrictions under the 2017 NCA prior to the time Humphries commenced
employment with BBI. In fact, counsel for BBI and TQL exchanged letters in April of 2019.
BBI asserted that Humphries was not subject to 2017 NCA while TQL insisted he was.
{¶ 9} Nonetheless, in May 2019, Humphries began employment with BBI. He
signed a two-year noncompete with them, as all BBI employees do. The language of the
agreement BBI uses is nearly verbatim to the 2017 NCA. In his first month at BBI,
Humphries entered into thirteen transactions with Pilot and made $40,000 from those
transactions.
{¶ 10} TQL filed a complaint on May 30, 2019, and alleged four causes of action:
(1) breach of the 2017 NCA's noncompete, nonsolicitation, and confidentiality provisions
(against Humphries); (2) misappropriation of trade secrets pursuant to R.C. 1333.61
(against Humphries); (3) tortious interference with contract (against BBI); and (4) tortious
interference with business relations (against BBI). TQL's complaint sought to enjoin
Humphries from violating the 2017 NCA, including working for or consulting with BBI and
enjoining BBI from further tortious interference with TQL's contractual or business
relations by hiring or continuing to employ former TQL employees.
{¶ 11} TQL also sought a preliminary injunction against BBI and Humphries. A
preliminary injunction hearing was held on September 26, 2019. With its Decision and
Entry of January 9, 2020, the trial court denied TQL's motion for a preliminary injunction.
{¶ 12} The matter continued for years until a two-day bench trial commenced on
July 17, 2023. The trial evidence revealed that Humphries had access to substantial
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confidential information prior to his promotion to a BTL and while subject to one-year
noncompetition and nonsolicitation provisions. Once promoted to the BTL position,
Humphries received more corporate training and became privy to additional confidential
information. It is unclear from the record what exactly the scope of that information was
beyond customer contact information. Representatives from TQL also conceded that
TQL's confidential information changes and loses value over time due to various factors
such as market conditions. They also acknowledged that TQL conducts no evaluations
of exactly how long its information retains its value and must remain protected.
{¶ 13} By Decision and Final Judgment Entry of October 11, 2023, the trial court
found that TQL had failed to establish the necessity of a two-year restriction on
Humphries' employment in the third-party freight logistics industry and dismissed with
prejudice TQL's breach of contract claim against Humphries. In ruling in favor of
Humphries on TQL's breach of contract claim, the trial court focused on the value and life
of the confidential information Humphries accessed at TQL. The trial court found that in
the highly competitive third-party freight logistics industry, information becomes obsolete
quickly due to changing market conditions and carrier performance. The trial court noted
that while Humphries was privy to a slightly broader scope of TQL's customers and
business operations as a BTL than as a LAE or STL, no evidence was presented as to
exactly what that additional information was. In addition, the trial court observed that TQL
had not evaluated how long its confidential information retains its value.
{¶ 14} The trial court also relied upon the fact that TQL had not required Humphries
to sign the 2017 NCA, increasing the noncompete period from one year to two years, until
14 months after his promotion to BTL. Based upon the delay in having Humphries sign
the 2017 NCA, the trial court discounted the validity of TQL's claims that a two-year NCA
was necessary to protect its legitimate business interests.
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{¶ 15} The trial court also found that enforcing the 2017 NCA on Humphries would
create hardship on Humphries because he "would be prohibited from obtaining
employment in the industry he had worked in for nearly a decade for two years anywhere
in the Continental United States." Such a restriction would, in the view of the trial court,
effectively prohibit Humphries use of "his own innate skills and intelligence . . ."
{¶ 16} The trial court concluded "the 2017 NCA, and more particularly, the two-
year restrictive covenant provision . . . is not a valid and binding contractual provision as
and between TQL and [Humphries]. Accordingly, TQL has failed to sustain its burden
that BH breached the 2017 NCA."
{¶ 17} Having determined that TQL had failed to prove its breach of contract claim
against Humphries, the trial court also dismissed TQL's other claims with prejudice,
finding those other claims derivative of the breach of contract claim.
{¶ 18} The trial court's judgment was silent as to any award of attorneys' fees.
{¶ 19} All parties involved now appeal that judgment.
{¶ 20} BBI'S FIRST ASSIGNMENT OF ERROR: THE TRIAL COURT ERRED IN
DENYING BBI AND HUMPHRIES ATTORNEY'S FEES BECAUSE BBI AND
HUMPHRIES ARE ENTITLED TO ATTORNEY'S FEES PURSUANT TO R.C. 1333.64.
{¶ 21} BBI and Humphries argue that the trial court erred in failing to award them
attorney fees pursuant to R.C. 1333.64(A). That statute provides that, "[t[he court may
award reasonable attorney's fees to the prevailing party, if . . . [a] claim of
misappropriation is made in bad faith." BBI and Humphries argue TQL's misappropriation
of trade secrets was made in bad faith because TQL failed "to present any evidence that
any trade secret existed that would necessitate protection under a two-year restriction."
{¶ 22} First, we note TQL never asserted a misappropriation claim against BBI.
Thus, even assuming there was bad faith in the underlying claim, BBI had no right to
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recover attorneys' fees under R.C. 1333.64(A). As to Humphries, the trial court made no
finding that TQL brought or prosecuted its claims in bad faith. In fact, the court did not
consider the claim at all. There is thus no finding for us to review.
{¶ 23} Ultimately, just because TQL's misappropriation claim against Humphries
was dismissed without even having to consider it on the merits does not establish TQL
acted in bad faith. We therefore overrule BBI's and Humphries' sole assignment of error.
{¶ 24} [TQL's] FIRST ASSIGNMENT OF ERROR: THE TRIAL COURT ERRED IN
FINDING FOR HUMPHRIES ON TQL'S BREACH OF CONTRACT CLAIM.
{¶ 25} TQL contends that the trial court erred in dismissing its breach of contract
claim against Humphries for two primary reasons. First, TQL argues the trial court failed
to address Humphries' purported breach of his confidentiality obligation under the 2017
NCA which required him to not disclose to a third party or to use for his own benefit any
of TQL's confidential information and trade secrets, including contact information for TQL
customers. Second, TQL argues the trial court erred in (a) concluding the two-year term
of the 2017 NCA's noncompete and nonsolicitation provisions were unreasonable and (b)
failed to properly evaluate TQL's legitimate business interests in retaining long term,
highly productive employees.
{¶ 26} We will address TQL's first argument swiftly and succinctly. We agree that
the trial court did not specifically address whether Humphries breached the confidentiality
provision of the 2017 NCA. Instead, the trial court's judgment hinged on whether the two-
year term of the noncompetition and nonsolicitation provisions were enforceable. After
finding the two-year term unreasonable, the trial court found no breach of contract at all.
However, the confidentiality provision of the agreement was a separate obligation under
the 2017 NCA that was not time limited. While many of the trial court's factual findings
stated in the judgment may be relevant to whether Humphries violated the confidentiality
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provision of the 2017 NDA, we believe express findings on this issue (as well as others,
discussed below) should be made on remand.
{¶ 27} Turning to the enforceability of the two-year term of the noncompete and
nonsolicitation provisions, we have previously held that "the issue of whether a
noncompete contract is enforceable is a question of law for the court to decide." Total
Quality Logistics, LLC v. Leonard, 2023-Ohio-2271, ¶ 25 (12th Dist.), citing Facility Servs.
& Sys., Inc. v. Vaiden, 2006-Ohio-2895, ¶ 36 (8th Dist.); see also Chicago Title Ins. Corp.
v. Magnuson, 487 F.3d 985, 990 (6th Cir. 2006), citing UZ Engineered Products Co. v.
Midwest Motor Supply Co., 147 Ohio App.3d 382, 394 (10th Dist. 2001). Construction of
a contract, including a noncompete agreement, "does not become a question of fact
simply because a court must consider facts or evidence." Id. at ¶ 24. Questions of law
are reviewed de novo. Batsche v. Batsche, 2024-Ohio-1234, ¶ 41 (12th Dist.).
{¶ 28} Though "cautiously considered and carefully scrutinized," Ohio courts have
long recognized the validity of noncompete agreements. Lake Land Emp. Group of
Akron, LLC v. Columber, 2004-Ohio-786, ¶ 7-9. The quintessential case in Ohio as to
the enforceability of NCA agreements is Raimonde v. Van Vlerah, 42 Ohio St.2d 21, 25
(1975). In that case, the Ohio Supreme Court held that restraints in NCAs must be
"reasonable." Id. "A noncompete agreement is reasonable if: (1) its restrictions are not
greater than that which is required to protect the employer, (2) it does not impose an
undue hardship on the employee, and (3) it is not injurious to the public." AK Steel Corp.
v. ArcelorMittal USA, L.L.C., 2016-Ohio-3285, ¶ 11 (12th Dist.), citing Raimonde at
paragraph two of the syllabus.
{¶ 29} An employer's legitimate interests in utilizing a noncompete agreement
include "prevent[ing] the disclosure of a former employer's trade secrets or the use of the
former employer's proprietary customer information to solicit the former employer's
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customers . . . [and the] retention of employees in which an employer has invested time
and other resources." Leonard at ¶ 27, citing Brentlinger Enterprises v. Curran, 141 Ohio
App.3d 640 (10th Dist. 2001), Total Quality Logistics, L.L.C. v. Alliance Shippers, Inc.,
2021-Ohio-781, ¶ 107 (12th Dist.). These interests stem from a desire to limit unfair
competition should an employee leave to work for a competitor. Id.
{¶ 30} Stated differently, employers have a legitimate interest limiting "a former
employee's ability to take advantage of personal relationships the employee has
developed while representing the employer to the employer's established client, [and]
also in preventing a former employee from using his former employer's customer lists or
contacts to solicit new customers." UZ Engineered Products Co., 147 Ohio App.3d at
396, citing Rogers v. Runfola & Assoc., Inc., 57 Ohio St.3d 5, 8-9 (1991). Citing such
concerns, we have previously concluded that:
noncompete agreements are commonplace in the logistics field, and due to the competitive nature of the industry, such agreements are vital in protecting the interests of companies, like TQL, who elect to hire and extensively train new employees with no prior experience in the field. Thus, . . . TQL ha[s] a legitimate interest in restricting [employees] from immediately transitioning to [a competitor] providing [the competitor] with an unfair advantage . . .
Alliance Shippers at ¶ 108.
{¶ 31} Despite an employer's interests, enforcement of a noncompete agreement
cannot cause undue hardship on a former employee. "To be sure, any person who is
prevented from practicing his profession or trade for a period of time in an area in which
it has been practiced, suffers some hardship. However, the Raimonde test requires more
than just some hardship . . ." AK Steel Corp., 2016-Ohio-3285 at ¶ 19, quoting Wall v.
Firelands Radiology, Inc., 106 Ohio App.3d 313, 333 (6th Dist. 1995), Robert W. Clark,
M.D., Inc. v. Mt. Carmel Health, 124 Ohio App.3d 308, 315 (10th Dist. 1997).
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{¶ 32} The public's interest in determining the reasonableness of a noncompete
"is primarily concerned with . . . promoting fair business competition." UZ Engineered
Products Co. at 397. In highly competitive industries, enforcement of noncompete
agreements are often found to not adversely affect the industry and limit the public's
options in obtaining goods and services. Id.
{¶ 33} In Raimonde, the Supreme Court identified many factors to consider when
weighing these respective interests:
[1] (t)he absence or presence of limitations as to time and space, . . . [2] whether the employee represents the sole contact with the customer; [3] whether the employee is possessed with confidential information or trade secrets; [4] whether the covenant seeks to eliminate competition which would be unfair to the employer or merely seeks to eliminate ordinary competition; [5] whether the covenant seeks to stifle the inherent skill and experience of the employee; [6] whether the benefit to the employer is disproportional to the detriment to the employee; [7] whether the covenant operates as a bar to the employee's sole means of support; [8] whether the employee's talent which the employer seeks to suppress was actually developed during the period of employment; and [9] whether the forbidden employment is merely incidental to the main employment.
Raimonde, 42 Ohio St.2d at 25. The "useful life" of trade secrets and confidential
information the employee possessed is another factor that can influence the
reasonableness of a noncompete agreement. Procter & Gamble Co. v. Stoneham, 140
Ohio App.3d 260, 271 (1st Dist. 2000). Importantly the party seeking enforcement of a
covenant not to compete "is required to adduce clear and convincing evidence as to each
of [the Raimonde] factors . . ." Levine v. Beckman, 48 Ohio App.3d 24, 27, (10th Dist.
1988). "In determining the validity of a covenant or agreement in restraint of trade, each
case must be decided on its own facts." Raimonde at 25, quoting Extine v. Williamson
Midwest, Inc., 176 Ohio St. 403 (1964), overruled on other grounds by Raimonde.
{¶ 34} Here, no one contests that Humphries possessed confidential information
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and trade secrets of TQL (factor one, favoring TQL), but the trial court largely focused its
attention on the longevity of the confidential information Humphries possessed, the
purported hardship Humphries would endure if subject to a two-year noncompete, and
the delay between his acceptance of the BTL position and signing the 2017 NCA. Upon
review, there are several issues with the trial court's analysis and its application of the
Raimonde factors.
{¶ 35} Most notably, the trial court ignored TQL's legitimate interests in having a
two-year noncompete applied to an employee of Humphries stature within TQL. No one
contests that, over the course of nearly ten years, TQL provided Humphries with
extensive training, access to customer data, and other proprietary information. Before
working at TQL, Humphries had no experience in the logistics industry. Nonetheless,
TQL repeatedly rewarded Humphries' success at the company over the years with
promotions and more responsibility. TQL's faith in Humphries was so great that he was
a "founding member" of its Columbus office. All of this speaks to the eighth Raimonde
factor and supports the two-year noncompetition and nonsolicitation provisions.
{¶ 36} In addition, while Humphries may not have served as the sole contact for
TQL's clients, he was the primary contact between them. In fact, Humphries had built
such a strong business relationship with one of TQL's clients, Pilot, that in Humphries'
first month with BBI, he contracted over $40,000 in services with them. The second factor
favors TQL as well.
{¶ 37} Finally, while the trial court is correct that the public interest is served by
robust competition between companies, TQL still has an interest in preventing unfair
competition. All parties to this case agree that the freight logistics industry is highly
competitive and that companies use noncompete agreements to protect their trade
secrets and prevent poaching of their employees and clients. TQL's customer information
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may very well have grown stale in the year that Humphries sat out from third-party freight
logistics industry. However, when Humphries resigned, he did not simply forget
everything he had learned from TQL, the business contacts he gained, and his obligations
to TQL under the 2017 NCA.1 Indeed, the good will Humphries established with customer
contacts that he built while employed with TQL retained value to the tune of immediate
transactions between Pilot and BBI when Humphries began to work again.
{¶ 38} Thus, as Humphries' tenure with TQL increased, so did TQL's interest in
retaining Humphries as an employee. BBI clearly has a similar concern and interest with
its employees because BBI uses a noncompete agreement with a two-year
noncompetition and nonsolicitation provision that is all but a facsimile to the 2017 NCA.2
The fourth Raimonde factor also favors TQL and the two-year term of the NCA.
{¶ 39} The record also does not support the trial court's conclusion that
enforcement of the two-year noncompetition agreement would cause hardship, much less
undue hardship, on Humphries. In fact, in the year between working for TQL and BBI,
Humphries spent much of his time traveling, visiting family, and reflecting on his time at
TQL. Nothing in the record supports the notion that the 2017 NCA operated as a bar to
Humphries' sole means of support (factor seven), that his inherent skills or experiences
were stifled (factor five), or that he even pursued any meaningful employment, regardless
of whether it was forbidden under the NCA, before entering a similar role with BBI (factor
nine). These considerations also favor TQL.
1. At oral argument, the court likened the situation to the 1997 movie, "Men in Black" and Agent K's ability to flash a pen-like device into someone's eyes to make them forget recent events. For better or worse, such technology is not available, so the business sector instead crafted noncompete agreements in an attempt to reach the same effect.
2. TQL argues that we, like the Tenth District, should hold that "the trial court properly could have found [BBI] estopped from claiming that the two-year territorial restrictions in [TQL's] noncompetition agreements were unreasonable or unenforceable" as BBI utilized the same restrictions. UZ Engineered Products Co., 147 Ohio App.3d at 395. While that assertion may make sense on its face, that legal question is not before us, and we do not decide it here. - 12 - Clermont CA2023-11-076
{¶ 40} Like the trial court, we too question the delay between Humphries accepting
the BTL position and signing the 2017 NCA as Humphries was privy to additional
information and responsibility from day one. However, that delay, at least in part, was
prompted by Humphries not being able opt in to TQL's LTI "phantom stock" program.
This program, available only to select employees, further demonstrates Humphries' value
to TQL, its interest in retaining him, and its interest preventing him from working for a
competitor in a shorter timeframe should he leave TQL.
{¶ 41} In conclusion, we find the facts of this case applied to the Raimonde factors
support the reasonableness of the 2017 NCA's two-year noncompete and nonsolicitation
provisions. Even assuming the trial court correctly found the "confidential information"
provided by TQL to Humphries did not have a useful life of beyond one year, the trial court
ignored or misapplied many of the other Raimonde factors that favored TQL and the
enforcement of noncompetition and nonsolicitation provisions for two years. Therefore,
we must remand this case for further proceedings to squarely address TQL's breach of
contract claims.
{¶ 42} This assignment of error is sustained.
{¶ 43} [TQL'S] SECOND ASSIGNMENT OF ERROR: THE TRIAL COURT
ERRED IN FINDING FOR HUMPHRIES ON TQL'S TRADE SECRET CLAIM.
{¶ 44} As previously stated, the trial court dismissed TQL's trade secret against
Humphries as "derivative" of the breach of contract claim, which the trial court found TQL
failed to prove because the two-year term of the 2017 NCA's noncompetition and
nonsolicitation provisions were not enforceable. TQL argues that this is in error and that
its misappropriation of trade secrets claim was based upon R.C. 1333.61 and not its
breach of contract claim against Humphries.
{¶ 45} R.C. 1333.61(D) definition of "trade secrets" includes:
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any business information or plans, financial information, or listing of names, addresses, or telephone numbers, that satisfies both of the following: (1) It derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. (2) It is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
The elements of a misappropriation of trade secrets claim are: "(1) the existence of a
trade secret; (2) the acquisition of a trade secret as a result of a confidential relationship;
and (3) the unauthorized use of a trade secret." TomaydoTomahhdo L.L.C. v. Vozary,
2017-Ohio-4292, ¶ 9 (8th Dist.); Tilr Corp. v. TalentNow, LLC, 2023-Ohio-1345, ¶ 21 (1st
Dist.), quoting Vozary.
{¶ 46} Put simply, the trial court was wrong in characterizing the misappropriation
of trade secrets claim as entirely derivative of the breach of contract claim as TQL
asserted in its complaint that the claim was based upon R.C. 1333.61. While many of the
trial court's findings regarding the enforceability of the 2017 NCA may apply to TQL's
misappropriation of trade secrets claim, we conclude that it is best for the trial court to
directly analyze TQL's claims under Ohio statute and caselaw with the understanding that
the 2017 NCA was enforceable.
{¶ 47} This assignment of error is also sustained.
{¶ 48} [TQL'S] THIRD ASSIGNMENT OF ERROR: THE TRIAL COURT ERRED
IN FINDING FOR BBI ON TQL'S TORT CLAIMS.
{¶ 49} TQL also argues that the trial court's dismissal of its intentional interference
with contract and intentional interference with business relations claims as derivative of
its breach of contract claim was in error because they are independent causes of action.
Tortious interference with a contract or business relations requires: "(1) a business
relationship or contract; (2) the wrongdoer's knowledge of the relationship or contract; (3)
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the wrongdoer's intentional and improper action taken to prevent a contract formation,
procure a contractual breach, or terminate a business relationship; (4) a lack of privilege;
and (5) resulting damages." Castle Hill Holdings, LLC v. Al Hut, Inc., 2006-Ohio-1353, ¶
46 (8th Dist.). Importantly, the tort encompasses interference with both current or
prospective contractual relationships. Id. See also A & B-Abell Elevator Co. v.
Columbus/Cent. Ohio Bldg. & Constr. Trades Council, 73 Ohio St.3d 1, 14 (1995),
Brakefire, Inc. v. Overbeck, 2007–Ohio–6464, at ¶ 50.
{¶ 50} The trial court was correct that the tortious interference with contract and
business relations claims are at least related, if not entirely derivative of TQL's breach of
contract claim against Humphries. After all, if Humphries is not in breach of the 2017
NCA, BBI cannot be found to have intentionally interfered with the 2017 NCA or
improperly soliciting business from companies Humphries used to service at TQL. As a
result, because we conclude the trial court erred in analyzing the reasonableness of the
2017 NCA, TQL's tort claims must be determined on their merits. Further proceedings
and findings are thus required to determine if BBI intentionally interfered with Humphries'
compliance with the 2017 NCA and with TQL's business relations with its clients, such as
Pilot.
{¶ 51} This assignment of error is also sustained.
{¶ 52} Judgment affirmed in part, reversed in part, and remanded.
HENDRICKSON and M. POWELL, JJ., concur.
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