No, the ban in the contract was unfair and not legally enforceable. A company can protect its relationships with customers that an employee built, but it can't ban that employee from contacting customers they never even met. This contract was way too broad because it covered every single one of Syncom's customers in every location. It went beyond protecting the company and unfairly restricted the former employees' ability to work. The court sent the case back to the lower court to see if the contract could be re-written to be more reasonable, but only if Syncom wasn't trying to be unfair when it made them sign it in the first place.

No, the rules stopping Wood and Hogan from taking Syncom's customers are not enforceable because they are too broad. The rules say they can't work with any Syncom customers, even ones they didn't deal with at Syncom. That's more than what's needed to protect Syncom's business. The lower court's decision saying the rules were okay is reversed. 

But, the court might change the rules to be more fair if Syncom was acting honestly. It's sent back to the lower court to look at that. The higher court trusts the lower court to decide who is telling the truth and what evidence matters, as long as it makes sense.

The rules are too broad because they stop the defendants from going after all Syncom customers, not just the ones they knew about from working there. Syncom says its business model means every worker knows about every customer, but the court doesn't buy that argument.

Courts can fix rules that are too broad if the company shows it was being fair. The lower court has to look at that. If the rules are fixed, the lower court also has to decide if Syncom broke the employment contract first, which could make the rules unenforceable. The money Syncom was awarded is canceled for now since it depends on how broad the rules should be.

A meeting of the minds is present when the evidence, viewed objectively, indicates that the parties have assented to the same terms.

—when the legitimate interest an employer seeks to protect with a restrictive covenant is its goodwill with customers, a covenant that restricts a former employee from soliciting business from the employer's entire customer base sweeps too broadly...[however], employers also have a legitimate interest in protecting information about their customers gained by employees …

We defer to the trial court's judgment on such issues as resolving conflicts in the testimony, measuring the credibility of witnesses, and determining the weight to be given evidence.

Whether the parties assented to the same contract terms is a question of fact, id., and when the facts are disputed, the question "is to be determined by the trier of fact."

Id.(3) "[B] ecause a proper calculation of damages will depend upon the scope [and enforceability] of the restrictive covenants, we vacate the award of compensatory damages and remand for such further proceedings as the trial court deems necessary."

We will uphold the trial court's findings and conclusions unless they are unsupported by the evidence or erroneous as a matter of law.

New Hampshire courts have further clarified that employers'"legitimate interests" include "trade secrets that have been communicated to the employee during the course of employment" and "confidential information communicated by the employer to the employee, but not involving trade secrets."

The question of whether a meeting of the minds has occurred is analyzed under an objective standard and is a question of fact.

We recognize that a party bringing suit in contravention of a covenant not to sue may do so in good faith, where, for example, the party believes the covenant not to sue is void ab initio or otherwise unenforceable.

As with any contract, the formation of an enforceable lease agreement requires a meeting of the minds as to all of the essential terms of the lease.

Yes, the restrictive covenants are an unreasonable and unenforceable restraint of trade as written. Covenants that restrict a former employee from soliciting business from an employer's entire customer base are overly broad when the employer's legitimate interest is protecting its goodwill. While an employer also has a legitimate interest in protecting confidential customer information, these covenants were not narrowly tailored to that interest, as they barred the defendants from soliciting customers about whom they may have had no special knowledge. The restriction on contacting 'any' customer in 'any territory' is greater than necessary to protect Syncom's legitimate business interests. Although the covenants are unenforceable as written, the case is remanded for the trial court to determine whether they can be reformed to a reasonable scope, which is permissible only if Syncom acted in good faith in the execution of the original contracts.

No, the restrictive covenants are unenforceable as they are unreasonably broad in scope and not narrowly tailored to protect Syncom's legitimate interests. The covenants extend to customers with whom Wood and Hogan had no direct contact and are not limited to customers about which they gained information during employment. The trial court's ruling to the contrary is reversed. However, the court may consider reformation of the covenants on remand if Syncom acted in good faith. The court defers to the trial court's judgment on issues of credibility and weight of evidence, and the findings will be upheld unless they are unsupported by the evidence or erroneous as a matter of law. The restrictive covenants are broader than necessary to protect Syncom's legitimate interests because they bar the defendants from soliciting all of Syncom's customers, rather than just those customers about which they had gained information while working for Syncom. Syncom's argument that its top-down marketing strategy imputes knowledge of all customers to every employee is rejected. The covenants sweep too broadly by restricting solicitation of Syncom's entire customer base when the legitimate interest is protecting goodwill with specific customers. However, courts have the power to reform overly broad restrictive covenants if the employer shows it acted in good faith. The case is remanded for the trial court to consider reformation of the covenants. If reformed, the trial court must also address the defendants' arguments regarding the enforceability of the covenants under the circumstances, such as alleged breaches of the employment contract by Syncom. The compensatory damages award is vacated and remanded as it depends on the proper scope of the covenants.

Syncom Industries, Inc. v. Wood

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