Justia Contracts Opinion Summaries

Prosperity entered into contracts with a number of F&M bankers that included covenants not to compete, not to solicit, and not to disclose confidential information obtained while working at Prosperity. Prosperity sought to enforce the restrictive covenants under Texas law, but the district court denied Prosperity's application for injunctive relief. Texas generally allows covenants not to compete so long as they are limited both geographically and temporally, Tex. Bus. & Com. Code Ann. 15.50(a). Oklahoma generally does not, Okla. Stat. tit. 15, 217. The court concluded that, with respect to the noncompetition covenants, the choice-of-law provision is likely unenforceable,and the agreement is unlikely to fall within Oklahoma’s goodwill exception to its ban on noncompetition agreements. Therefore, the court affirmed the denial of Prosperity’s request for an injunction seeking to enforce these clauses because Prosperity cannot meet the important “substantial likelihood of success” factor. The court concluded that, with respect to the nonsolicitation covenant, the choice-of-law provision is likely enforceable. Therefore, the court remanded to the district court to permit it to decide in the first instance whether the agreement is enforceable under Texas law as is, or pursuant to a modification, and whether the other equitable factors warrant a preliminary injunction. Finally, the court affirmed the district court's conclusion that the nondisclosure agreement was likely enforceable and denied the request for a preliminary injunction on the ground that Prosperity failed to establish likelihood of success or irreparable injury. View "Cardoni v. Prosperity Bank" on Justia Law