please helo me answer the 3 case questions at the end of the paper. thank you!!

Chapter One The Regulation of Employment 47 Osborne Assocs. v. Cangemi, 2017 WL 5443146 Cose 2 (M.D. Fla. 2017) Plaintiff is a salon and spa treatment company that serviced residents of senior living facilities. Defen- dants were former employees of the company and had signed non-compete agreements. They began work- ing for a competitor of the plaintiff. The court ruled the plaintiff had protectable interests in its customer relationships as well as the confidential business information it developed to further those relationships and enforced the non-competes against the defendants. Howard, D.J. II. Background Cangemi left her employment with Generations Salon Over the last 25 years, Generations Salon has provided pro on January 26, 2017, and Calianno followed shortly fessional salon and spa services to residents in senior living after that. Prior to leaving Generations Salon, and unbe facilities, personal care and assisted living communities, as knownst to their employer, the women formed Silver well as health care and nursing centers Generations Salon Salons in November 2016. Neither informed Generations has over 300 on-site salons nationwide and services over Salon of where she actually intended to work following 30,000 residents each month Generations Salon hired her resignation, or that the two had formed Silver Salons Defendant Sheryl Cangemi ("Cangemi") on March 2, 2016, However, at the time they formed Silver Salons in Novem- to be its Director of Business Development Cangemi ber 2016, both Cangemi and Calianno had the intention "was responsible for high level contacts with decision mak. of entering into the senior salon services industry. ers. seeking out, maintaining and developing business By February 1, 2017. Silver Salons had already signed relationships with senior living communities, stylists, and contracts with two communities, Bay View and Anthem cosmetologists" in at least the state of Florida Lakes, Silver Salons solicited and is now serving at least Generations Salon hired Defendant Julie Calianno one other former client of Generations Salon - that is (Calianno") in March of 2016 as a Regional Operations Rose Tree Place in Pennsylvania - and is in direct compe Manager. Calianno oversaw operations in the Pennsylva- tition with Generations Salon in the senior salon services nia region. By virtue of their respective positions, both industry. I...) On October 10, 2017, Generations Salon women had access to information relating to Generations filed suit against Cangemi, Calianno, and Silver Salons. Salon's "customers, stylists, key personnel, the terms of Generations Salon accuses Cangemi and Calianno or its contracts with senior living communities, pricing breaching the terms of their non-compete agreements. suppliers, marketing strategies and prospective customer breaching their fiduciary duties. In particular, Gen- pipeline, among other types of information erations Salon asserts that what differentiates it from its As condition of cmployment with Generations competitors is Salon, both women signed NonCompete agreements which restricted each from: the information Generations Salon has developed about its customers and prospective customers. working in a competitive capacity for a period the stylists who contract with Generations Salon of one year following termination of employ to perform services at the communities where ment: soliciting any client, customer, officer, Generations Salon provides services, customer staff, or employee of Generations Salon for her pricing and discounting strategies, marketing own benefit or for the bencfit of a third-party strategies, supplier information, specific con- that is engaged in a similar business to Genera siderations relating to the resident populations tions Salon; and using or disclosing Generations at Generations Salon's customers and their Salon's confidential and proprietary information respective buying habits, and a host of additional Gen ite 48 Part One The Result of the Employment Relationship information that is unknown and not readily "have not solicited and do not intend to solicit Plaintiff's customers." ascertainable by Generations Salon's competitors, all of whom could benefit from the disclosure or use of this information IV. Applicable Law Generations Salon considers this information to constitute its trade secrets, much of which is kept and maintained in its proprietary database (the "Stangh ware" database - named after its creator, Fred Stangl) b. Non-compete agreements One means by which Generations Salon protects its information is by requiring employees who have access i. Florida law (applicable to to it, like Cangemi and Calianno, to sign non-compete Cangemi's agreement) agreements Under Florida law, a restrictive covenant in the employ Generations Salon asserts that it is necessary to ment setting is valid if the employer can prove "(1) the enforce the non-compete agreements both women signed existence of one or more legitimate business interests in order to protect Generations Salon's legitimate busi justifying the restrictive covenant; and (2) that the con- ness interests. Specifically. Generations Salon seeks to tractually specified restraint is reasonably necessary to protect its protect the established interests of the employer." Auto Na- tion. Inc O'Brien 347 E Supp. 2d 1299, 1304 (S.D. Fla. customers and prospective customers, the stylists 2004). Florida statute section 543.335 further provides who contract with Generations Salon to perform that a "legitimate business interest includes, but is not services at the communities where Generations limited to: Salon provides services, customer pricing and discounting strategies, marketing strategies, sup Itrade secrets, as defined by state statute): plier information, specific considerations relating Tvaluable confidential business or professional to the resident populations at Generations Salon's information that otherwise does not qualify as customers and their respective buying habits. trade secrets. [slubstantial relationships with spe Likewise, Generations Salon asserts that it will suffer cific prospective or etisting customers. patients, irreparable injury if the Defendants are not enjoined. In or clients: [s]ustomer patient, or client goodwill associated with: (ain ongoing business or profes particular, the company claims that sional practice, by way of trade name, trademark, Ithe injury here is not speculative, it is already service mark, or trade dress": (a) specific geo occurring ...(Cangemi and Calianno) are graphic location, or a specific marketing or competing in Generations Salon's markets, in trade area: (and) extraordinary or specialized a direct capacity, in a specialized industry, and training are armed with Generations Salon's confidential and trade secret information. Upon information and belief. Cangemi and Calianno have already V. Discussion diverted customers and independent contractors from Generations Salon, using their knowledge gained by being entrusted employees at Genera The threshold inquiry for the Court is whether Gen- tions Salon erations Salon has shown a likelihood of success on the merits of its claims against Cangemi and Calianno based In response. Defendants claim that their actions upon the restrictive covenants. In this regard, the Court have not caused irreparable harm to Generations Salon must determine whether the restrictive covenants seek They argue that plaintiff has failed to identify a single to protect Generations Salon's legitimate business inter- customer that Defendants have solicited or a single cu ests. Should the Court determine that the covenants do tomer that Plaintiff has lost or stands to lose by virtue of Defendants' actions. They further assert that they protect legitimate business interests, thereby permitting a presumption of irreparable harm, the Court must then infor Chapter One The Regulation en 49 consider whether Cangemi and Calianno successfully goodwill. On the current record, Generations Salon's alle rebut that presumption. Likewise, the Court must con gations of needing to protect its trade secrets, stylist lists, sider the balance of harms, and whether the public inter and supplier information, find far less support Cangemi and Calianno do not contest that Genera- est is served by entering a preliminary injunction [...] tions Salon has a legitimate business interest in its cus a. Substantial likelihood of success in tomer goodwill. While they assert that the identities of Generations Salon customers are not confidential, they the enforcement of the non-compete do not dispute that Generations Salon has substantial agreements. relationships with its current and prospective customers. As relevant to this action in Florida, a valid covenant-not Florida courts have held that a substantial relationship to-compete must be supported by a "one or more legiti- is more likely to exist where there is active, on-going busi- mate business interests. FLA. STAT. $ 542.335(1)(b)ness being conducted exclusivity, a customer who cannot Similarly, Pennsylvania requires that any such "restric be easily identified by other competitors in the industry: tions imposed by the covenant are reasonably necessary and an expectation of continued business." IDWORKS for the protection of the employer. Both states take the LLC Pophaht192 F. Supp. 38 1335. 1340-41 (S.D. Fla general approach that trade secrets, confidential infor 2016). Here, it is undisputed that Generations Salon mation, good will customer lists, and relationships with enters into exclusive contractual relationships with its clients, all constitute legitimate interests which can be customers. It is also undisputed that Generations Salon protected by covenants-not-to-compete. has active ongoing relationships with its customers Here, Generations Salon asserts that Defendants have Thus Generations Salon has established a legitimate disclosed and used and will inevitably disclose and use business interest in its substantial relationships with its 1..the following types of trade secret information customers.. which they learned by virtue of their respective employ Generations Salon asserts that its Stangiware data ment with Generations Salon: (i) high level contacts is unique in that it was compiled" and created by the with decision makers: (i) potential customers Genera "industry of Generations Salon, and that this data also tions Salon has targeted and plans to target: (1) market contains non publicly available information such as the growth opportunities; (iv) Generations Salon's strengths identities of key decision makers and what pitches to and weaknesses with its customers (1) specific products, make. Although Defendants contend that Generations vendors, and arrangements with third parties that may Salon's alleged confidential information is generally avail increase profitability; (vi) other information which col- able, the evidence before the Court does not support lectively, will result in Silver Salons being able to shortcut such a finding. While the identities of senior communi- what it has taken Generations Salon years of labor and ties and their corporate owners is certainly information expense to build that is readily available, the identity of specific decision Similarly, Generations Salon asserts the non-compete makers and their contact information does not appear to agreements both women signed are necessary to protect be so available. Indeed, an e-mail from Cangemi to Lee Generations Salon's legitimate business interests in terms Weinstein shows that she could not find the phone num of its customers and prospective customers, the stylists ber for a key contact for a potential customer community who contract with Generations Salon to perform services because the company only listed an 877t-online...) at the communities where Generations Salon provides Thus, the evidence before the Court at this time would services, customer pricing and discounting strategies, support a conclusion that Generations Salon possesses marketing strategies, supplier information, specific con- confidential business information that it has compiled siderations relating to the resident populations at Gen- is not otherwise readily available to its competitors and crations Salon's customers and their respective buying derives value from being confidential habits... While "protection of an employer from ordinary com For the purposes of resolving the Motion, the Court petition is not a legitimate business interest." Evans, 178 will focus on Generations Salon's contention that it pos So. 3d at 116, the evidence presented by Generations sesses legitimate business interests in its relationships Salon suggests more than just mere competition. On this with current and past customers, its confidential client record. Generations Salon has shown a substantial liko lists and other confidential business information, and its lihood of establishing that it has confidential business 50 Part One The Regulation of the Employment Relationship C information entitled to protection pursuant to Florida Case Questions Statute section 542.335 and Pennsylvania law. As such, Generations Salon has established a substan. 1. What alternative fact pattern might change the court's tial likelihood of success on its claim that the restrictive decision on whether Cangemi and Calianno breached covenants it seeks to enforce are necessary to protect its their non-compete agreements? legitimate business interests in its customer relationships. 2. If Generation Salon did not have its proprietary confidential information, and goodwill. Thus, Generations Stanglware database, would this case be resolved Salon satisfies the preliminary injunction requirement of differently? showing that it is likely to succeed on the merits of its 3. Is it fair to restrict Cangemi and Calianno from using breach of contract claims against Cangemi and Calianno. their knowledge to begin their own business in this industry