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Super Starr International, LLC v. Fresh Texas Produce, LLC

Court of Appeals of Texas, Thirteenth District, Corpus Christi-Edinburg

April 18, 2019

SUPER STARR INTERNATIONAL, LLC, LANCE PETERSON, RED STARR, SPR DE R.L. DE C.V., AND KEMAL MERT GUMUS, Appellants,
v.
FRESH TEXAS PRODUCE, LLC, INDIVIDUALLY AND DERIVATIVELY ON BEHALF OF TEX STARR DISTRIBUTING, LLC, Appellees.

          On appeal from the 92nd District Court of Hidalgo County, Texas.

          Before Chief Justice Contreras and Justices Benavides and Hinojosa

          MEMORANDUM OPINION

          LETICIA HINOJOSA JUSTICE

         Appellants Super Starr International, LLC, Lance Peterson, Red Starr, SPR de R.L. de C.V., and Kemal Mert Gumus[1] appeal from an order modifying a previously rendered temporary injunction. In nine issues, which we construe as three, appellants complain that the trial court abused its discretion by signing the modified temporary injunction on the grounds that: (1) there is legally insufficient evidence supporting various aspects of the modified temporary injunction, thereby negating any right to continued injunctive relief; (2) the trial court abused its discretion by admitting an exhibit tendered by appellee Fresh Tex Produce, LLC, individually and derivatively on behalf of Tex Starr Distributing, LLC; and (3) the modified temporary injunction is overly broad and fails to comport with Texas Rule of Civil Procedure 683. We affirm.

         I. Background

         This is the third interlocutory appeal involving the same underlying business dispute. See Super Starr Int'l Produce, LLC v. Fresh Tex Produce, LLC, 531 S.W.3d 829 (Tex. App.-Corpus Christi 2017, no pet.) (Super Starr I); Super Starr Int'l Produce, LLC v. Fresh Tex Produce, LLC, No. 13-17-00184-CV, 2017 WL 4054395 (Tex. App.- Corpus Christi Sep. 14, 2017, no pet.) (mem. op.) (Super Starr II). We will refer to the parties as we did in our previous opinions: Fresh Tex Produce, LLC (the Distributor); Tex Starr Distributing, LLC (the LLC); Super Starr International, LLC (the Importer); Lance Peterson, the current president of the Importer; Red Starr, SPR de R.L. de C.V. (the Grower); and Gumus, an employee of the Importer.

         Generally, the Distributor and the Importer created the LLC for the purpose of importing, marketing, and distributing a hybrid papaya to customers in the United States. Super Starr I, 531 S.W.3d at 834. The LLC's operating agreements included an exclusivity provision that expired at the end of 2015. Id. at 835. After the exclusivity period expired, the Importer ceased supplying the LLC with hybrid papayas and began importing, marketing, and distributing the hybrid papayas on its own. Id. at 835-36. The Distributor sued the Importer, the Grower, Peterson, and Gumus, asserting several claims and seeking injunctive relief. Id. at 836. The trial court signed a temporary injunction order that included three broad classes of provisions: (1) exclusivity provisions, (2) non-competition provisions, and (3) a preservation of electronic information provision. Id. at 837.

         The appellants in Super Starr I successfully challenged the legal sufficiency of the evidence supporting the Distributor's claims that served as a basis for the injunction's exclusivity provisions. Id. at 841-42. They did not dispute that some evidence existed that would theoretically sustain the Distributor's claim under the Texas Uniform Trade Secrets Act (TUTSA), which formed part of the basis for the non-competition restrictions. Id. at 843-44 (citing Tex. Civ. Prac. & Rem. Code Ann. § 134A.003(a) (West, Westlaw through 2017 1st C.S.)). We reversed and rendered a denial of the exclusivity and preservation of electronic information provisions. Super Starr I, 531 S.W.3d at 852. We reversed the non-competition provisions and remanded those provisions with instructions to redefine "soliciting" so as to not prohibit mass advertising and to redraft the non-competition restrictions by defining "growers," "customers," accounts," "trade secrets," and "confidential information." Id. At the time of remand, the non-competition provisions restricted appellants from:

[2.] Soliciting or conducting business with [the Distributor's] customers or growers;
[3.] Soliciting, directly or indirectly, accounts of [the LLC] or [the Distributor]; [and]
[7.] Using trade secrets and confidential information owned by [the LLC] or [the Distributor];

Id.

         After remand and the issuance of our mandate in Super Starr I, the Grower, the Importer, and Lance Peterson filed a motion to enforce mandates with the trial court.[2] This motion argued, in relevant part:

The three remanded restrictions should be denied for lack of evidence. No evidence exists in the record to support further definition of the remanded restrictions. As the court of appeals explained, these restrictions were void as written and thus had to be reversed. See, e.g., [Super Starr I, 531 S.W.3d at 850] ("[The Super Starr Defendants] contend that [Restriction 7] is void for vagueness because 'trade secrets' is undefined. We agree."). [The Distributor] has not offered further evidence to support these restrictions or requested that this Court comply with the instructions of the court of appeals. As a result, the Court should deny the remanded restrictions.

         The trial court held a hearing on the motion to enforce mandates at which Kenneth Alford-the Distributor's president, Gumus, and Peterson testified. It admitted sixteen exhibits, which generally consisted of the Distributor's produce invoices and quote sheet and the Importer's quote sheet, which the Distributor argued mimicked its own. Following the hearing, the trial court signed a modified temporary injunction, which provides in relevant part:

         The Court hereby ORDERS that Defendants-along with their respective agents, servants, employees, and those acting in concert therewith-are hereby immediately enjoined from:

[2.[3] Soliciting or conducting business with [the Distributor's] customers or growers;
[3.] Soliciting, directly or indirectly, accounts of [the Distributor] or [the LLC]; and
[7.] Using trade secrets and confidential information owned by [the Distributor] or [the LLC];
"Soliciting" shall not be construed, for purposed [sic] of this temporary injunction, as prohibiting mass advertising. "Confidential information" means "membership agreements, membership lists, intellectual property, finances, methods of operation and competition, pricing, marketing plan and strategies, equipment and operational requirements, and information concerning personnel, clients, customers, independent contractors, suppliers and growers of [the LLC]." "Trade Secrets" includes "Confidential information" and also includes "lists of suppliers, growers and customers, method of operation of grading and classifying papayas and method of ripening and storing papayas." "Customers" are defined as those entities listed on Exhibit "A" which is attached hereto and incorporated herein except that those entities which are listed on both Exhibit "B" which is attached hereto and incorporated herein and on Exhibit "A" may be contacted but only for the purpose of selling papaya. "Accounts" has the same definition as "Customers." "Growers" are the entities and individuals identified on Exhibit "C" attached hereto and incorporated herein.

         The Grower, the Importer, Peterson, and Gumus have appealed from the modified temporary injunction. See Tex. Civ. Prac. & Rem. Code Ann. § 51.014(a)(4) (West, Westlaw through 2017 1st C.S.); W. I-10 Volunteer Fire Dep't v. Harris County Emergency Services Dist. No. 48, 507 S.W.3d 356, 358-59 (Tex. App.-Houston [1st Dist.] 2016, no pet.) (concluding that an appellate court has jurisdiction to review an interlocutory order modifying a temporary junction because it effectively dissolves a temporary injunction and grants a new one); Cessna Aircraft Co. v. Aircraft Network, LLC, 345 S.W.3d 139, 144 (Tex. App.-Dallas 2011, no pet.) (explaining that parties retain the right to appeal a trial court's determination of issues on remand from the appellate court).

         II. ...


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