Unisys Corp. v. Entex Information Services Inc.

45 Pa. D. & C.4th 405, 2000 Pa. Dist. & Cnty. Dec. LEXIS 339
CourtPennsylvania Court of Common Pleas, Montgomery County
DecidedFebruary 3, 2000
Docketno. 99-10694
StatusPublished

This text of 45 Pa. D. & C.4th 405 (Unisys Corp. v. Entex Information Services Inc.) is published on Counsel Stack Legal Research, covering Pennsylvania Court of Common Pleas, Montgomery County primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Unisys Corp. v. Entex Information Services Inc., 45 Pa. D. & C.4th 405, 2000 Pa. Dist. & Cnty. Dec. LEXIS 339 (Pa. Super. Ct. 2000).

Opinion

LOWE, S.J.,

Peter N. Van Zant was the managing principal of plaintiff Unisys Corporation’s network and desktop consulting practice for the United States and Canada. In connection with the grant of stock options to him, Mr. Van Zant signed an agreement that provided:

“5.1 For 12 months after leaving Unisys, optionee will not: (a) directly or indirectly solicit or attempt to influence any employee of Unisys to terminate his or her employment with Unisys . .. .” (Exhibit P-2.)

He also entered into an agreement protecting the confidentiality of Unisys Corporation’s proprietary information. (Exhibit P-1.)

In December 1998, Mr. Van Zant was contacted by a recruiter who raised the possibility of his working for defendant Entex Information Services Inc., a competitor of Unisys Corporation’s network and desktop consulting practice. He revised his resume, emphasizing his recruiting skills by referring to them multiple times. (Exhibit P-3.)

Prior to the hiring, Entex’ senior vice president in charge of the consulting practice, Richard Nathanson, asked Mr. Van Zant whether he had any noncompetition agreements, and was informed of the prohibitions against competing and recruiting Unisys employees. Copies of the agreements were given to Mr. Nathanson. Although Mr. Van Zant, Mr. Nathanson, and Entex’ other witnesses testified that they scrupulously abided by those agreements, what they did was conform their testimony to an unreasonably narrow reading of the terms of the agreements. Entex, through Mr. Van Zant and its other employees, engaged in blatant efforts to recruit Unisys employees.

[408]*408When Mr. Van Zant left Unisys, he sent an e-mail message to everyone under his supervision at the network and desktop constructing practice stating, in part:

“I will, over the course of the next several days, be selecting one of several job offers, each of which will afford me a financial opportunity which cannot be found at Unisys.
“I will remember fondly our time together and hope that out paths will cross again. Please stay in touch.” (Plaintiff’s exhibit 7.)

Mr. Van Zant was familiar with the skills of the employees under his supervision and the projects on which they worked. During the course of his employment, he regularly copied Unisys documents, including confidential documents, from the laptop computer Unisys supplied, to his home computer. These files were not returned when he left Unisys.

Thereafter, Mr. Van Zant solicited, and Entex hired, David Goldstein, Michael Sisson, Daniel Senkiewicz, Ervin Kollek, Don Vanderzel, Peggy Byrnes, Doug Pugh, Trey Sunderland, David Hamersley, Michael Ramirez, Giovanni Roa, Michael Nozaki and Jann Henderson. Of those employees, Mr. Goldstein, Mr. Kollek, Mr. Senkiewicz and Mr. Sunderland were also parties to agreements with Unisys prohibiting them from soliciting or attempting to influence employees of Unisys from leaving their employment. All had confidentiality agreements with Unisys.

While this recruiting was claimed by Entex to conform to the letter of the agreements, we found that Entex, and its agent Peter Van Zant, engaged in conduct that violated his agreement with Unisys. In addition to the [409]*409solicitation in his departing e-mail, Mr. Van Zant invited former colleagues to “social” engagements at which he spoke about the opportunities at Entex. He then received communications from those persons which were written as if these meetings had not occurred. In accordance with the recruiting plan, Mr. Van Zant forwarded those communications to recruiting personnel at Entex.

Entex offered the testimony of several former Unisys employees who claimed that their departure from Unisys was based on their own dissatisfaction, and not solicitation by Mr. Van Zant. This testimony also conformed to Entex’ unreasonably narrow reading of the agreements. We did not find it credible.

Following transcription of the notes of testimony of hearings held on September 13 and 14,1999, the parties submitted proposed findings of fact and conclusions of law and briefs. On November 16, 1999, we issued the preliminary injunction appealed from, prohibiting Entex from inducing, encouraging or permitting Mr. Van Zant, Mr. Goldstein, Mr. Kollek, Mr. Senkiewicz and Mr. Sutherland from soliciting Entex employees, and enjoined those and the other former Unisys employees from the disclosure of confidential information. We also ordered Entex to return any Unisys confidential information to Unisys. We directed Entex to require Messrs. Van Zant, Goldstein, Kollek, Senkiewicz and Sutherland to respond in a specific way to any inquiries from Unisys employees for a period of 12 months from the date each respective individual left employment. We conditioned that preliminary injunction on the posting of a bond in the amount of $20,000. That bond was posted on November 18, 1999. On December 17, 1999, Entex filed this appeal.

[410]*410Entex’ concise statement of matters complained of on appeal asserts that the evidence was insufficient to support the issuance of a preliminary injunction, based on an alleged failure to establish each of the required elements. Entex also claims that the injunction was over-broad and not supported by the evidence. Entex asserts that the injunction covered individuals Unisys conceded it had no evidence of violation of their agreements. Entex asserts that we erred by precluding the testimony of three of its employees formerly employed by Unisys, and that we erred by precluding an Entex employee from testifying about statements made to her by former Unisys employees.

A preliminary injunction may be issued when the court finds that the activity to be restrained is actionable, is reasonably subject to abatement by the issuance of an injunction, an injunction is necessary to prevent immediate and irreparable harm which cannot be compensated by damages, greater injury would result by refusing the injunction than by granting it, and if it properly restores the parties to their status as it existed immediately prior to the alleged wrongful conduct. West Penn Specialty MSO Inc. v. Nolan, 737 A.2d 295 (Pa. Super. 1999). An appellate court’s review of an order granting a preliminary injunction is limited. The court is bound by the chancellor’s findings of fact, and is limited to determining whether the record demonstrates any reasonable grounds for the trial court’s action. The decision may be reversed only if the record reveals that no grounds existed to support the decree, or that the rule of law upon which the court relied was palpably erroneous or misapplied. West Penn Specialty MSO Inc. v. Nolan, 737 A.2d at 298.

[411]*411While Unisys chose not to sue Mr. Van Zant or its other former employees, that does not preclude it from bringing an action against and seeking injunctive relief from Entex on the theory of interference with contractual relations. That cause of action exists against a person who intentionally and improperly interferes with the performance of a contract between another and a third party by inducing or otherwise causing the third party not to perform that contract. Adler, Barish, Daniels, Levin and Creskoff v. Epstein, 482 Pa. 416, 431, 393 A.2d 1175

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Bluebook (online)
45 Pa. D. & C.4th 405, 2000 Pa. Dist. & Cnty. Dec. LEXIS 339, Counsel Stack Legal Research, https://law.counselstack.com/opinion/unisys-corp-v-entex-information-services-inc-pactcomplmontgo-2000.