Employer-Employee: Restrictive Covenants-Breach-Entire Agreement Provision

Plaintiff appealed the dismissal of its complaint. Plaintiff, a provider of water, drainage, and fire protection services, acquired Minnesota Pipe and Equipment Company. MPE’s shareholders were parties to the asset purchase agreement and a separate noncompetition agreement. Defendant was one of the shareholders; given his longstanding customer relationships, plaintiff and defendant entered a separate employment agreement that incorporated restrictive covenants. Defendant became unhappy and went to work for a competitor. Plaintiff sued defendant for breach of the employment agreement. The district court dismissed the case, ruling that the noncompetition agreement was a later agreement and thus its entire agreement provision superseded defendant’s employment agreement.

Where there was a genuine issue of material fact concerning whether the noncompetition and employment agreements covered different subject matter, the district court erred in granting dismissal of plaintiff’s breach and tortious interference claims.

Judgment is reversed in part and affirmed in part.

Core and Main, LP v. McCabe (MLW No. 79522/Case No. 22-1138 – 13 pages) (U.S. Court of Appeals, 8th Circuit, Loken, J.) Appealed from U.S. District Court, District of Minnesota, Wright, J. (Kurt J. Erickson, of Minneapolis, MN, for appellant; Grant Daniel Goerke, of Minneapolis, MN, on the brief) (Samuel W. Diehl, of Minneapolis, MN, for appellee; Harry N. Niska, of Minneapolis, MN, on the brief)