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Furmanite America, Inc. v. Precision Pump and Valve Service, Inc. et al

Doc. 17

Case 3:06-cv-00098-TBR

Document 17

Filed 03/03/2006

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UNITED STATES DISTRICT COURT WESTERN DISTRICT OF KENTUCKY LOUISVILLE DIVISION CIVIL ACTION NO. 3:06CV-98-R

FURMANITE AMERICA, INC. v. PRECISION PUMP AND VALVE SERVICE, INC., et al. OPINION AND ORDER

PLAINTIFF

DEFENDANTS

This matter is before the Court on Plaintiffs' Motion for Temporary Restraining Order and Motion for Preliminary Injunction (Dkt. # 3). Defendants responded (Dkt. Nos. 12 and 13), and a hearing was held in open court on February 28, 2006. For the reasons below, the Court DENIES Plaintiff's Motion. BACKGROUND On December 31, 2005, Plaintiff Furmanite America, Inc. ("Furmanite") purchased a division of a Louisville, Kentucky company named FlowServe Corporation ("FlowServe") that was engaged in the sale and service of safety valves used by large industrial companies in various industries. One line of valves sold and serviced by FlowServe was the "Consolidated" line, manufactured by Dresser Industries, Inc. ("Dresser"). In order to distribute its Consolidated line, Dresser uses an exclusive distribution system under which it enters into agreements with various companies like FlowServe to assemble, sell and service the valves, and gives that company exclusive rights to do so within certain territory. These companies are referred to as "Green Tag Centers" and the agreements "Green Tag Center Agreements." On February 1, 2006, Furmanite received a letter from Dresser notifying it that Dresser was terminating the Green Tag Center Agreement effective March 3, 2006. The Green Tag Center Agreement

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constituted approximately $3,000,000.00 of FlowServe's $5,000,000.00 yearly sales. On Thursday, February 2, 2006, Furmanite notified its employees of Dresser's letter. It also discussed with them the impact of the termination on the future of the company, including apparently discussing its negotiations with one of Dresser's competitors to replace the lost business. On that same day, Dresser notified Defendants Precision Pump and Valve Service, Inc. ("Precision") that it would be awarded the Green Tag Center Agreement for the territory previously serviced by FlowServe. Precision is a company located in West Virginia that is a Green Tag Center for that area; it previously had no presence here in Kentucky. Precision's then-current workforce was apparently not sufficient to service the contract, and Precision contacted Defendant Billie Birge, then a Quality Control Specialist at Furmanite, as well as several other Furmanite employees to discuss the possibility of their leaving Furmanite to work for Precision. That evening, several principals of Precision met with several of the thenFurmanite employees; on Sunday, February 5, 2006, another meeting was held with more of the then-Furmanite employees. The next day, Monday, February 6, 2006, seventeen of the twenty employees working at the Furmanite office in Louisville ("Former Employees") tendered resignations to that office. Those employees are the individual defendants in this case. STANDARD To determine whether to grant Plaintiff's preliminary injunction, the Court must consider: "(1) the plaintiff's likelihood of success on the merits; (2) whether the plaintiff may suffer irreparable harm absent the injunction; (3) whether granting the injunction will cause substantial harm to others; and (4) the impact of an injunction upon the public interest." Deja Vu of Nashville, Inc. v. Metro. Gov't of Nashville & Davidson County, 274 F.3d 377, 400 (6th Cir. 2001). "None of these factors, standing alone, is a prerequisite to relief; rather, the court should

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balance them." Golden v. Kelsey-Hayes Co., 73 F.3d 648, 653 (6th Cir.1996). In the context of the request for temporary restraining order, the issue of irreparable harm takes on special importance. First Technology Safety Sys., Inc. v. Depinet, 11 F.3d 641 (6th Cir. 1993). ANALYSIS Furmanite's complaint alleges eleven different causes of action against Precision and the Former Employees. They are as follows: (1) Violation of 15 U.S.C.

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