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IN THE SUPERIOR COURT OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY TORREY PINES BANK, Plaintiff, v. SEAN P. BYRNES Defendant. ) ) ) ) C.A. No. N12C-01-205 CLS ) ) ) ) )

ORDER
On this 4th Day of March, 2013, and upon consideration of Plaintiff's Motion in Limine, it appears to the Court that: Beginning on or about June 2007, Defendant Sean Byrnes ("Defendant") was employed by Plaintiff Torrey Pines Bank ("Plaintiff") in Plaintiff's credit card division, PartnersFirst Affinity Services, as chief financial officer. Plaintiff filed an action for breach of contract or, in the alternative, unjust enrichment based on certain post-employment payments that it made to Defendant, which were governed by a document containing the terms of employment between Plaintiff and Defendant ("Terms of Employment"). Plaintiff asserted that the payments were to cease once Defendant obtained new employment. Defendant counterclaimed arguing that Plaintiff owed him payments dating back from December 2011.

Plaintiff filed this motion arguing that the Terms of Employment is a fully integrated contract and, as such, parol evidence should be excluded. Defendant argues that the Court should consider parol evidence because Plaintiff's motion is premature and the terms of the agreement are ambiguous and, as such, the Court should consider parol evidence to determine the parties' intent. The terms and conditions for Defendant's employment were set forth in the Terms of Employment dated June 1, 2007, executed by Plaintiff on June 14, 2007 and by Defendant on June 7, 2007. 1 The Terms of Employment, under the section titled "Noncompetition," contained the following language: To protect and preserve the value of the substantial financial commitment Western will be making in connection with the Program, and in consideration of the equity participation opportunities we are offering you, you agree that, during your employment with TPB, the Bank or any other affiliate of Western, and for a period of two years thereafter (the "Protection Period") not to: (1) compete with the Program in the credit business, including establishing "affinity" or "co-branding" arrangements; (2) employ or solicit employees of Western or any of its affiliates; and (3) solicit any of the Program's customers for credit card business, including any person or entity that had an "affinity" or "co-branding" arrangement with TPB and/or the Bank as of the date of termination of your employment. You agree, upon our request, to execute formal written covenants confirming these restrictions. In consideration of the protective covenants described above, and subject to your continuing compliance with such covenants, during the Protection Period, TPB or the Bank (as the case may be) will continue to pay you an amount equal to sixty-six percent (66%) of your Base
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Compl., at

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