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Sanders v. Future Com, Ltd.

Court of Appeals of Texas, Second District, Fort Worth

May 18, 2017

JEREMY SANDERS, APPELLANT
v.
FUTURE COM, LTD., APPELLEE

         FROM THE 96TH DISTRICT COURT OF TARRANT COUNTY TRIAL COURT NO. 096-265793-13

          PANEL: WALKER, SUDDERTH, and PITTMAN, JJ.

          MEMORANDUM OPINION [1]

          MARK T. PITTMAN JUSTICE

         This is an employment contract dispute. After a bench trial, the trial court found that Appellant Jeremy Sanders breached a provision in his employment contract that required him, among other things, to reimburse Appellee Future Com, Ltd., his former employer, for any training that he received in the twelve months preceding his resignation from the company. The court also found that Sanders breached his employment contract by disclosing confidential company information. For these breaches, the trial court awarded Future Com actual damages and attorney's fees and permanently enjoined Sanders from disclosing certain information about Future Com's business.

         Sanders argues on appeal that his employment contract did not require him to reimburse Future Com for training, that the trial court erred by permanently enjoining him from disclosing information that he either did not have or did not disclose, and that he, not Future Com, was entitled to attorney's fees. Because we hold that Sanders's employment contract required him to reimburse Future Com for any training costs it incurred in the twelve months prior to Sanders's resignation, that Future Com established its entitlement to permanent injunctive relief, and that Sanders was not entitled to attorney's fees, we affirm the trial court's judgment.

         I. Background

         On or about March 19, 2010, Future Com offered Sanders a job as a network security engineer for the company by emailing him an offer letter (the Offer Letter). The Offer Letter was drafted by Future Com's human resources manager, and it outlined the duties, salary, and benefits of the position. The second page of the letter contained a training repayment provision (the Training Repayment Provision) stating that Sanders would be responsible for repaying Future Com for any training provided to him by the company if he voluntarily left the company within one year after completing such training. Specifically, the Training Repayment Provision required Sanders to repay Future Com for training costs, such as travel expenses and "salary paid for study or course time."

         Attached to the Offer Letter were four documents. The letter provided that before Sanders's employment could commence, he was required to sign the four documents, including a nine-page employment agreement (the Employment Agreement) and a stand-alone nondisclosure agreement (Stand-Alone Nondisclosure Agreement).[2] The Offer Letter requested Sanders to return the signed documents to Future Com's human resources manager "upon [his] acknowledgement and acceptance, " and it included a signature line at the bottom of the letter under the word "Accepted." The Offer Letter did not explicitly state whether Sanders's "acceptance" meant acceptance of a job with Future Com or merely his acceptance of the letter's terms as a binding contract.

         On March 22, 2010, Sanders signed the Offer Letter and returned it to the human resources manager along with signed copies of the four documents attached to the letter.[3] The Employment Agreement contained noncompete and nondisclosure provisions that protected the same confidential company information as the stand-alone nondisclosure agreement attached to the Offer Letter. The Employment Agreement had a one-year term, but it could be terminated by either party on thirty days' notice. While only Sanders signed the Offer Letter (as "Accepted"), the Employment Agreement was signed by both Sanders and Douglas Hollenshead, president and CEO of Future Com.

         Sanders worked for Future Com from March 2010 to May 2013. On May 3, 2013, the day after Sanders submitted his resignation to Future Com, the company sent him an invoice and a demand for payment for the training expenses it calculated to have incurred for Sanders's training during the last twelve months of his employment. The invoice included costs of $4, 003.39 that Future Com incurred for Sanders's training-related travel and expenses and $34, 476.96 in salary that it paid Sanders for the work time Sanders spent in training during his last twelve months with the company.

         On May 9, 2013, Future Com filed its original petition seeking a temporary restraining order (TRO) and injunctive relief and alleging causes of action for breach of contract, breach of fiduciary duty, and disclosure and/or misappropriation and/or use of proprietary information and unfair competition. The same day, the trial court issued a TRO against Sanders that, among other things, prevented him from disclosing information protected by the Employment Agreement and the Stand-Alone Nondisclosure Agreement.

         On June 4, 2013, the trial court, after conducting an evidentiary hearing, issued a temporary injunction prohibiting Sanders from disclosing Future Com's confidential information. The court also temporarily enjoined Sanders for a period of twelve months from soliciting any of Future Com's current or prospective customers that he personally contacted or sold products to on Future Com's behalf during the last twelve months of his employment.

         Future Com amended its petition three times during the lawsuit. On June 7, 2013, Future Com amended its petition to add a cause of action for breach of contract regarding Sanders's agreement to reimburse Future Com for the training expenses it incurred in the twelve months prior to Sanders's resignation as specified in Future Com's May 3, 2013 demand letter and invoice. Later, Future Com filed a third amended petition to allege affirmative defenses to Sanders's counterclaims.[4]

         The court conducted a bench trial on September 29, 2014, approximately fifteen months after the issuance of the temporary injunction, by which time the twelve month nonsolicitation period and the noncompetition provisions contained in the Employment Agreement had expired on their own terms. The nondisclosure provisions of the Employment Agreement and the Stand-Alone Nondisclosure Agreement, which had no expressed time limits, had not expired at the time of trial.

         At trial, Sanders testified that the parties had no discussions regarding the Training Repayment Provision in the Offer Letter. According to Sanders, he signed the Offer Letter only as an acknowledgment that he had seen it, and he never intended the Offer Letter to be part of the Contract. CEO Hollenshead, on the other hand, testified that both the Offer Letter and Employment Agreement were signed on the same day and that the documents were not independent of each other, rather they were both part of the Contract. At trial, the parties also contested how much time Sanders had spent in training during the last twelve months of his employment with Future Com.

         Ultimately, the trial court found for Future Com on its claims and awarded it $38, 480.35 in actual damages (representing the training expenses that Future Com incurred in the twelve months prior to Sanders's resignation) and $34, 000 in attorney's fees. The trial court also permanently enjoined Sanders from disclosing certain Future Com information, including the identity of Future Com customers. Sanders now appeals.

         II. Issues

         In seven issues, Sanders asserts that (1) the Offer Letter is not a part of the Contract, (2) if the Offer Letter is part of the Contract, it renders the Contract ambiguous and unenforceable, (3) the Training Repayment Provision is unconscionable, (4) the Training Repayment Provision is against public policy, (5) the evidence did not support the trial court's finding that Sanders disclosed, misappropriated, or used Future Com's proprietary information, (6) the evidence did not support the trial court's finding that Sanders breached his fiduciary duty or a duty of loyalty to Future Com, and (7) Sanders, not Future Com, was entitled to attorney's fees under business and commerce code section 15.51. See Tex. Bus. & Com. Code Ann. § 15.51(a) (West 2011). We overrule each of these issues.

         III. Discussion

         A. The Construction of Employment Contracts in Texas.

         This court construes employment contracts as we do any other contract. See Dallas Hotel Co. v. Lackey, 203 S.W.2d 557, 562 (Tex. Civ. App.-Dallas 1947, writ ref'd n.r.e.) (construing an employment contract using general principles of contract interpretation); see also NHA, Inc. v. Jones, 500 S.W.2d 940, 944 (Tex. App.-Fort Worth 1973, writ ref'd n.r.e.) (same). "In construing a contract, we must ascertain and give effect to the parties' intentions as expressed in the document." Frost Nat'l Bank v. L & F Distrib., Ltd., 165 S.W.3d 310, 311-12 (Tex. 2005). "We consider the entire writing and attempt to harmonize and give effect to all the provisions of the contract by analyzing the provisions with reference to the whole agreement." Id. at 312. "Understanding the context in which an agreement was made is essential in determining the parties' intent as expressed in the agreement, but it is the parties' expressed intent that the court must determine, " and "[e]xtrinsic evidence cannot be used to show that the parties probably meant, or could have meant, something other than what their agreement stated." Anglo-Dutch Petroleum Int'l, Inc. v. Greenberg Peden, P.C., 352 S.W.3d 445, 451 (Tex. 2011).

         We generally construe together as a single contract documents that were executed for the same purpose and during the same transaction. Lackey, 203 S.W.2d at 561; see Jones v. Kelley, 614 S.W.2d 95, 98 (Tex. 1981) (separate instruments executed at the same time, for the same purpose, and during the same transaction are to be construed as one instrument). Thus, when an offer letter is executed along with an employment contract, we must construe those documents together unless the language of the documents expresses a different intent. See Lake v. Cravens, 488 S.W.3d 867, 889 (Tex. App.-Fort Worth 2016, no pet.). Finally, if only one party signs a contract, the other party may accept by his or her acts, conduct, or acquiescence in the terms of the contract. DeClair v. G&B McIntosh Family Ltd. P'ship, 260 S.W.3d 34, 44 (Tex. App.-Houston [1st Dist.] 2008, no pet.).

         B. The Offer Letter is Part of the Contract.

         In Sanders's first issue, he contends that the Employment Agreement constitutes the entire contract between the parties and that he is not bound by the terms of the Offer Letter because it was not intended to be part of the Contract. He makes four main arguments in support of this issue, asserting: (1) the plain language of the Employment Agreement and Offer Letter indicate that the parties did not intend for the Offer Letter to be binding; (2) the plain language of the Offer Letter likewise shows no intent to bind the parties; (3) Future Com's earlier pleadings foreclose its later position that the Offer Letter is binding; and (4) reading the various documents together creates ambiguities, thus showing that the parties did not intend for the Offer Letter to be binding. We reject each of these arguments.

         1. The Plain Language of the Employment Agreement Does Not Exclude Consideration of the Offer Letter.

         Sanders's first argument under this issue is that the language of the Employment Agreement establishes that it comprises the entire Contract. Per Sanders:

1) The first paragraph of the Employment Agreement states that Sanders will work for Future Com pursuant to the terms of "this Agreement";
2) Paragraph 44 of the Employment Agreement contains a merger clause, which provides "that this Agreement constitutes the complete and entire agreement between the parties, that no previous agreement, either oral or written, shall have any effect on its terms or provisions, and that all previous agreements, either oral or ...

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