W.B. Mason Co. v. Staples, Inc.

12 Mass. L. Rptr. 603
CourtMassachusetts Superior Court
DecidedJanuary 18, 2001
DocketNo. 005042BLS
StatusPublished
Cited by2 cases

This text of 12 Mass. L. Rptr. 603 (W.B. Mason Co. v. Staples, Inc.) is published on Counsel Stack Legal Research, covering Massachusetts Superior Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
W.B. Mason Co. v. Staples, Inc., 12 Mass. L. Rptr. 603 (Mass. Ct. App. 2001).

Opinion

van Gestel, J.

This matter came before the Court ear her on a motion by the defendants Staples, Inc. and Staples Contract and Commercial, Inc. (collectively “Staples”) seeking preliminary injunctive relief. The Court then began to evaluate Staples’s claims of irreparable injury and chance of success on the merits and balance these claims against similar risks of irreparable harm which granting the injunctions might create for the corporate plaintiff W.B. Mason Co., Inc. (“W.B. Mason”) and the individual plaintiffs. Packaging Indus. Group, Inc. v. Cheney, 380 Mass. 609, 617 (1980).

Because of the intensity of the commercial conflict between the two principals involved — Staples and W.B. Mason — the Corut initially concluded that neither fairness nor equity could be assured for either side on a record presented only on the traditional basis of pleadings, affidavits and oral argument. Consequently, the Court exercised the authority granted to it by Mass.R.Civ.P. Rule 65(b)(2) and ordered the trial of this action on the merits to be advanced and consolidated with the hearing on the application for preliminary injunctions. See, e.g., M.D.C. v. Codex Corp., 395 Mass. 522, 524 (1985); Packaging Indus. Group, Inc., supra, 380 Mass. at 616 n.10; Carabetta Enterprises, Inc. v. Schena, 25 Mass.App.Ct. 389, 392 n.1 (1988).

After issuing its order for a consolidated hearing, there were further communications with counsel for all sides. Counsel and their clients indicated their preference to have a relatively rapid hearing on the preliminary injunction issues and a trial on the remainder of the merits issues at a later date. Acceding to counsels’ requests, the Court then set a date for a limited evidentiary hearing focused solely on those issues related to the requested injunctive relief. A period of heavy discovery followed, including documentary production and depositions by all sides. Thereafter, commencing on January 8, 2001, the Court presided over a five-day, jury-waived evidentiary hearing. What follows are the Court’s findings, rulings and an order regarding Staples’s request for preliminary injunctions.

FINDINGS OF FACT

In New England and New York, W.B. Mason and Staples are intense business competitors in the sale of office supplies. The office supply business is not just the sale of pencils and paper clips. Both Staples and W.B. Mason sell over 30,000 products, including traditional office supplies, business and technology machines, office furniture, printed materials and a vast array of related products.

The individual plaintiffs, Harvey Feldman (“Feldman") and Robert Bartha (“Bartha”), were each sales employees of Staples who left to join W.B. Mason. While at Staples, Feldman was an Account Manager responsible for annualized gross sales of approximately $1.1 million for the year 2000, and Bartha was a Senior Account Manager responsible for approximately $1.6 million for the same period. Both Feldman and Bartha are college graduates, one having majored in economics and the other, in finance.-Both had extensive experience in the office supplies sales business before joining Staples in 1995. Feldman and Bartha each previously were office supplies sales employees of Arlo Office Products, Inc. (“Arlo”), a North Haven, Connecticut company acquired by Staples in November of 1995.

At the time of the Arlo acquisition, in connection with the start of their employment with Staples, Feldman and Bartha each executed identical “Proprietary and Confidential Information Agreement[s]” and ”Agreement[s] Not To Compete” — Feldman on “10/30/95" and Bartha on ’’November 1, 1995."

[604]*604For purposes here, the 1995 Confidential Information Agreements recite that Staples

possesses and will continue to possess information, goodwill and other assets that have been created or developed, or have otherwise become known to [Staples]. . . which information, goodwill and other assets have commercial value in the business in which [Staples] is engaged. All of the aforementioned information is hereinafter called “Proprietary Information.”
All Proprietary Information shall be the sole property of [Staples] and its assigns, and [Staples] and its assigns shall be the sole owner of all rights in connection therewith ... At all times, both during [Feldman’s and Bartha’s] employment by [Staples] and after its termination, [they] will keep in confidence and trust, and not use to the detriment of [Staples] or for the benefit of [themselves] or any third party, all Proprietary Information or anything related to it without the written consent of [Staples], except as may be necessary in the ordinary course of performing [their] duties as an employee of [Staples].

These agreements also contain acknowledgments that “in addition to any other rights and remedies available to [Staples] for any breach by [Feldman and Bartha] of [their] obligations hereunder, [Staples] shall be entitled to the enforcement of [their] obligations hereunder by court injunction.”

The Confidential Information Agreements are said to be governed in all respects by the laws of the Commonwealth of Massachusetts.

Again, for purposes here, the Non-Competition Agreements recite that •

For all periods beginning upon the date hereof and ending one year from the date of termination of his/her employment with [Staples] for whatever reason, [Feldman and Bartha] shall not directly or indirectly as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become financially interested in, be employed by or have any connection with, any business engaged in the sale of office products in the Territory (as defined below); . . . For purposes hereof, the Territory shall mean the area within a 50 mile radius from the office (which, if Employee works primarily from Employee’s residence even if assigned to an office, shall mean such residence) where the Employee principally performs or performed services for [Staples] within the last two years or two years prior to termination of employment.

Both Feldman and Bartha, at the time that they left Staples, were employed in the Wallingford, Connecticut, office, although Bartha primarily worked from his home in East Hartford.

Each of the Non-Competition agreements, like the Confidential Information agreements, contains provisions granting to Staples the right to enforce them by injunctive relief, and providing that the law of Massachusetts shall govern.

After being engaged by Staples, Feldman and Bartha were provided with a considerable amount of sales training, including a comprehensive program called “the Staples’ Way.” This program included techniques for building customer relations, solicitation, mailings, presentations, follow-ups, as well as cultivating and maintaining selling opportunities with existing customers and developing new selling opportunities with prospective customers. The Staples’ Way training plan was basically a customized version of the openly published Sandler Selling System program. In the course of this program, and other similar training programs, employees like Feldman and Bartha are exposed to confidential strategies, forecasts, pricing policies and other business information. Sales personnel are provided with leads and customer lists. They also are trained in special pricing techniques and incentives.

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Cite This Page — Counsel Stack

Bluebook (online)
12 Mass. L. Rptr. 603, Counsel Stack Legal Research, https://law.counselstack.com/opinion/wb-mason-co-v-staples-inc-masssuperct-2001.