Brown & Root Industrial Services, LLC v. Anthony E. Farris, Jr., Kevin D. Steed, and Fides Consulting, LLC

STATE OF LOUISIANA
COURT OF APPEAL
FIRST CIRCUIT
NO. 2023 CA 0706

BROWN & ROOT INDUSTRIAL SERVICES, LLC

VERSUS
ANTHONY E. FARRIS, JR., KEVIN D. STEED, AND FIDES
CONSULTING, LLC
JUN 27 2024
CM \A\ Judgment Rendered:
* OK OK KOR

on Ly On Appeal from the
MM 19th Judicial District Court
In and for the Parish of East Baton Rouge

mm b 4 State of Louisiana
S ( \ it Trial Court No. 705222

Honorable Donald R. Johnson, Judge Presiding

ok OK OK OK
Eric R. Miller Attorneys for Plaintiffs-Appellants,
Christine S. Keenan Brown & Root Industrial Services,
Elizabeth B. Bloch LLC & Bris Engineering, LLC
Baton Rouge, LA
-and-
Mary Jo L. Roberts
Alexander C. Landin
New Orleans, LA
John A. Moore Attorneys for Defendants-Appellees,
Edward D. Hughes Anthony E. Farris, Jr., Kevin D. Steed,
Jonathan A. Moore Jaeson M. Brown, Jeffrey M. Hebert,
Savannah W. Smith Robert A. Huval, Mitchell M. Morgan,
Preston J. Castille, Jr. David E. Sterken, and Fides Consulting,
Baton Rouge, LA LLC

ok KOK

BEFORE: McCLENDON, HESTER, AND MILLER, JJ.

HESTER, J.

This is an appeal from the trial court’s grant of partial summary judgment,
finding the non-solicitation of employees provision of a separation agreement
violative of established public policy. For the reasons that follow, we affirm the
judgment of the trial court.

FACTS AND PROCEDURAL HISTORY

In September of 2020, Kevin Steed learned that his employment with BRIS
Engineering, LLC (“BRIS Engineering”) would be terminated.! On October 1,
2020, Steed and Brown & Root Industrial Services, LLC (“BRIS”) signed a
separation agreement and release (“Agreement”). The stated reasons for the
Agreement were as follows:

1. Your employment with the Company will end on October 16,
2020[;]

2. On the next payroll date following October 12, 2020, the
Company will pay you all wages earned through October 16,
2020, including payment for any accrued but unused vacation;
and

3. The Company will provide you with additional severance
payments and benefits below, but only if you sign this Release to
promise not to bring legal action against the Company with
respect to your employment or termination of employment with
the Company].|

The term “Company” included BRIS, “its parent, subsidiary and affiliated entities.”
Thereafter, the Agreement provided a series of promises to which the

“Company” and Steed agreed. “Promise Number 1” was BRIS’s promise to pay

Steed a lump sum severance payment representing twelve weeks of salary,

equivalent to the gross amount of $75,000.00 after Steed signed the Agreement.

“Promise Number 9” provided that, in exchange for the sums paid to Steed pursuant

to Promise No. 1, Steed would not solicit, encourage, or cause any “Protected

' According to the Third Supplemental and Amended Petition, BRIS Engineering is a
wholly owned subsidiary of Brown & Root Industrial Services, LLC, which provides a full range
of industrial services to chemical/petrochemical, refining and other plant sites and facilities.

2

Employee” to terminate his or her employment with the “Company” and accept
employment at a competitor organization at which Steed works or has an ownership
interest. “Protected Employee” in Promise Number 9 was defined as “any individual
employed by the Company within the last twelve (12) months of [Steed’s]
employment with the Company.”

Steed began working for CSRS, Inc. (“CSRS”) in December of 2020 and
began working for Fides Consulting, LLC (“Fides Consulting”) in February of the
following year. In November of 2020 and February of 2021, a number of BRIS
Engineering employees separated from the company, including a senior consultant,
a piping design manager, a project controls manager, an “E&I Manager,” a senior
consulting engineer, and a project management manager. Subsequently, these
former employees of BRIS Engineering began working for Fides Consulting.

BRIS filed suit on March 3, 2021, naming as defendants, Anthony E. Farris,
Jr., Steed, and Fides Consulting, initially alleging civil conspiracy and breach of
contract, which included claims against Steed for violations of Promise Number 9.
BRIS alleged that Steed recruited, attempted to persuade, and hired protected
employees in violation of the Agreement. Thereafter, BRIS filed three subsequent
supplemental and amended petitions adding parties as well as adding additional
claims for relief. In the second supplemental and amended petition, BRIS
Engineering was added as a plaintiff, and former employees of BRIS Engineering
were named as defendants. In the third supplemental and amended petition, BRIS
and BRIS Engineering alleged that the Agreement signed by Steed is a valid and
enforceable contract and that the Agreement prohibited Steed from soliciting their
employees. Particularly, BRIS and BRIS Engineering alleged that Steed violated
the Agreement by “directly or indirectly soliciting or hiring employees of BRIS

Engineering, including having direct solicitation or hiring through employee(s),

officer(s), director(s), agent(s), or those acting in concert for CSRS and/or Fides
Consulting LLC in soliciting and hiring employees of BRIS Engineering.”

On June 13, 2022, Steed moved for partial summary judgment to dismiss
BRIS and BRIS Engineering’s claims against him for breach of Promise Number 9
— the employee non-solicitation provision of the Agreement — asserting that the
provision was invalid and unenforceable.” Specifically, Steed asserted that the
policy principles underlying La. R.S. 23:921, which prohibits contracts, agreements,
or provisions thereof from restraining a person from exercising a lawful possession,
trade, or business of any kind, except as provided for in the statute, apply by analogy
to the non-solicitation of employee clause in Promise Number 9 of the Agreement.
Steed noted that Promise Number 9 is not reasonably limited in scope and is not
reasonably limited in duration. In support of his motion for summary judgment,
Steed attached BRIS and BRIS Engineering’s third supplemental and amended
petition; the affidavit of Steed, which included the Agreement; and the deposition of
Andy Dupuy, the President and Chief Executive Officer of BRIS.

BRIS and BRIS Engineering opposed the motion, asserting that the employee
non-solicitation provision of the Agreement was valid and enforceable. BRIS and
BRIS Engineering did not object to the recitation of the uncontested material facts
as provided by Steed.’ BRIS and BRIS Engineering argued that Promise Number 9

was clear as written, did not lead to absurd consequences, and no further

* Louisiana Code of Civil Procedure article 966 was amended by La. Acts 2023, No. 317,
§ 1; La. Acts 2023, No. 368, § 1, effective August 1, 2023, which amendments were substantive
and cannot be applied retroactively. See La. Code Civ. P. art. 966, Comments — 2023, Comment
(f); Ricketson v. McKenzie, 2023-0314 (La. App. Ist Cir. 10/4/23), So.3d_,___, 2023 WL
7037495, *4. Therefore, we apply the version of La. Code Civ. P. art. 966 in effect at the time the
motion for summary judgment was submitted and heard.

3 BRIS and BRIS Engineering did list a singular contested fact: “Kevin Steed’s Separation
Agreement & Release includes an agreement not to solicit Plaintiffs’ employees and is not a non-
competition agreement.” However, Steed expressly did not dispute that Promise Number 9 is an
employee non-solicitation agreement and correctly noted that whether or not Promise Number 9
is a non-competition agreement as described in in the provisions of La. R.S. 23:921 is a question
of law.

interpretation was required. Moreover, BRIS and BRIS Engineering argued that
even if Promise Number 9 was found to be vague or ambiguous, Promise Number
14 of the Agreement provided that the court has authority to reform the Agreement.
According to Promise Number 14, “[s]hould a court rule that any part of this Release
is invalid under local, state or federal law, [the parties] agree that the court can
reform the offending part to render it enforceable and that all other parts will remain
in full force and effect.” In support of their opposition, BRIS and BRIS Engineering
attached as exhibits an unverified copy of the Agreement; excerpts from the
deposition of Steed; excerpts from the deposition of Katie Richardson; and BRIS
and BRIS Engineering’s unverified discovery responses.‘

Steed filed a reply memorandum on August 17, 2022, maintaining that
employee non-solicitation provisions like the one in Promise Number 9 are to be
interpreted in accordance with the public policy considerations similar to those
underlying La. R.S. 23:921. Steed maintained that employee non-solicitation
provisions must be reasonably limited in both scope and duration, citing to Bell v.

Rimkus Consulting Group, Inc. of Louisiana, 2008-491 (La. App. Sth Cir.

* We note that no objections were made regarding the documents attached to BRIS and
BRIS Engineering’s opposition. Pursuant to La. Code Civ. P. art. 966(D)(2), this court “shall
consider any documents to which no objection is made” to determine, de novo, if any evidentiary
value should be given to the documents. See Pettinger v. Price, 2019-0183 (La. App. Ist Cir.
10/23/19), 289 So.3d 1047, 1053. “The only documents that may be filed in support of or in
opposition to the motion are pleadings, memoranda, affidavits, depositions, answers to
interrogatories, certified medical records, written stipulations, and admissions.” La. Code Civ. P.
art. 966(A)(4). The copy of the Agreement attached to the opposition is not a document permitted
to be filed on opposition to a motion for summary judgment unless properly authenticated through
an affidavit or deposition to which it is attached and lacks evidentiary value. See Successions of
Millet, 2021-0355 (La. App. 1st Cir. 12/22/21), 340 So.3d 252, 257; see also La. Code Civ. P. art.
966, comments—2015, comment (c). However, the Agreement was properly authenticated and
filed in support of Steed’s motion for summary judgment.

Additionally, answers to interrogatories that are neither made under oath nor an attestation
made before a notary public that the interrogatories were answered under oath, are not competent
summary judgment evidence. Dowdle v. State Through Dep’t of Culture, Recreation, &
Tourism, 2018-878 (La. App. 3d Cir. 5/15/19), 272 So.3d 77, 83. As noted in La. Code Civ. P.
art. 966, comments—2015, comment (c), “[La. Code Civ. P. art.] 1458 requires that interrogatories
be answered under oath, and only answers that are made under oath may be filed in support of or
in Opposition to a motion for summary judgment.” Accordingly, the excerpts of answers to
interrogatories attached to plaintiffs’ motion are not competent summary judgment evidence.

5

1/13/09), 8 So.3d 64, writ denied, 2009-0329 (La. 4/24/09), 7 So.3d 1198 and CDI
Corp. v. Hough, 2008-0218 (La. App. Ist Cir. 3/27/09), 9 So.3d 282, 292.

The trial court conducted a hearing on August 22, 2022, and took the matter
under advisement. On August 26, 2022, the trial court signed a judgment granting
Steed’s motion for partial summary judgment and dismissing with prejudice BRIS
and BRIS Engineering’s claims for breach of contract against Steed arising out of
the Agreement.°

On October 11, 2022, BRIS and BRIS Engineering filed a motion for
devolutive appeal of the August 26, 2022 judgment. On appeal, BRIS and BRIS
Engineering contend the trial court erred as follows: (1) in applying La. R.S. 23:921
and related jurisprudence to the employee non-solicitation provision in the
Agreement; (2) by failing to apply the rules of contractual interpretation; (3) by not
reforming any offending provisions of the Agreement; and (4) in the alternative, by
granting the summary judgment because genuine issues of material fact remained.®

LAW AND ANALYSIS

A ruling on a motion for summary judgment is reviewed under a de novo
standard, with the appellate court using the same criteria that govern the trial court’s
determination of whether summary judgment is appropriate, i.e., whether there is
any genuine issue of material fact, and whether the movant is entitled to judgment
as a matter of law. Latour v. Brock, 2023-00262 (La. 6/21/23), 362 So.3d 405,
407-08. A motion for summary judgment shall be granted if the motion,

memorandum, and supporting documents show that there is no genuine issue as to

> The judgment was certified as final in accordance with La. C.C.P. art. 1915(B). Under

the facts of this case, we find the trial court’s certification was proper. R.J. Messinger, Inc. v.
Rosenblum, 2004-1664 (La. 3/2/05), 894 So.2d 1113, 1122.

° We do not find merit in BRIS and BRIS Engineering’s last assignment of error. There
are no genuine issues of material fact in dispute.

6

material fact and that the mover is entitled to judgment as a matter of law. La. Code
Civ. P. art. 966(A)(3).

In the present matter, there are no genuine issues of material fact. When
parties are bound by a valid contract and material facts are not in conflict, the
contract’s application to the case is a matter of law and summary judgment would
be appropriate. Boh Bros. Const. Co., L.L.C. v. State ex rel. Dep’t of Transp. &
Dev., 2008-1793 (La. App. Ist Cir. 3/27/09), 9 So.3d 982, 984, writ denied, 2009-
0856 (La. 6/5/09), 9 So.3d 870.

Contracts have the effect of law between the parties, and courts are obligated
to give legal effect to such contracts according to the true intent of the parties. La.
Civ. Code arts. 1983 and 2045; ASG Techs. Grp., Inc. v. Office of Tech. Servs.,
2021-1046 (La. App. Ist Cir. 6/30/22), 344 So.3d 136, 150. This intent is to be
determined by the words and provisions of the contract when they are clear, explicit,
and lead to no absurd consequences. La. Civ. Code art. 2046; Sanders v. Ashland
Oil, Inc., 96-1751 (La. App. Ist Cir. 6/20/97), 696 So.2d 1031, 1036, writ denied,
97-1911 (La. 10/31/97), 703 So.2d 29, citing Woodrow Wilson Const. Co., Inc. v.
MMR-Radon Constructors, Inc., 93-2346 (La. App. Ist Cir. 4/8/94), 635 So.2d
758, 759, writ denied, 94-1206 (La. 7/1/94), 639 So.2d 1167. A contract must be
interpreted within its “four corners” whenever the words of the contract are clear,
explicit, and lead to no absurd consequences. When those conditions are met, a court
is prohibited from taking parol evidence to explain or contradict the clear meaning
of the contract. Neill Corp. v. Shutt, 2020-0269 (La. App. Ist Cir. 1/25/21), 319
So.3d 872, 878.

Steed’s motion for summary judgment presents the legal question of whether

Promise Number 9 is valid and enforceable. “Promise Number 9” provides as

follows:

In exchange for the sums paid to you in Promise Number 1 above, you
agree that you will not, either directly or indirectly, solicit, encourage
or cause any “Protected Employee” (as such term is defined below) to
terminate his or her employment with the Company and accept
employment at a competitor organization at which you work or have an
ownership interest. For purposes of this Promise, the term “Protected
Employee” is defined as any individual employed by the Company
within the last twelve (12) months of your employment with the
Company. You acknowledge and agree that a breach of this Promise
will cause irreparable harm to the Company and will cause undue
hardship for which the remedy at law for damages will be inadequate.
Therefore, in the event of a breach or anticipatory breach of this
Promise, you agree that the Company shall be entitled to seek the
following particular forms of relief, in addition to remedies otherwise
available to it at law or equity: (1) injunctive relief, and (2) damages for
the loss sustained and the profit of which the Company will be deprived,
as well as reasonable attorney’s fees and costs incurred by the Company
to enforce this Promise.

Louisiana has had a strong public policy disfavoring non-competition
agreements between employers and employees. SWAT 24 Shreveport Bossier,
Inc. v. Bond, 2000-1695 (La. 6/29/01), 808 So.2d 294, 298. This public policy is
embodied in La. R.S. 23:921, Louisiana’s non-competition statute. However, a
contract by a former employee not to solicit employees of his former employer, like
Promise Number 9, is not governed by La. R.S. 23:921.7 See CDI Corp., 9 So.3d
282; Bell, 8 So.3d 64; and Smith, Barney, Harris Upham & Co., Inc. v. Robinson,
12 F.3d 515 (Sth Cir. 1994). Nevertheless, a review of the limited cases analyzing
employee non-solicitation provisions reflects that courts have required that these

non-solicitation provisions be reasonable in scope and duration, which we also find

’ Louisiana Revised Statutes 23:921 provides, in pertinent part, as follows:

(A). (1) Every contract or agreement, or provision thereof, by which anyone is
restrained from exercising a lawful profession, trade, or business of any kind,
except as provided in this Section, shall be null and void. However, every contract
or agreement, or provision thereof, which meets the exceptions as provided in this
Section, shall be enforceable.

C. Any person, including a corporation and the individual shareholders of such
corporation, who is employed as an agent, servant, or employee may agree with his
employer to refrain from carrying on or engaging in a business similar to that of the
employer and/or from soliciting customers of the employer within a specified parish
or parishes, municipality or municipalities, or parts thereof, so long as the employer
carries on a like business therein, not to exceed a period of two years from
termination of employment. ...

to be a necessary requirement and therefore applicable to our analysis of Promise
Number 9.°

In Smith, Barney, Harris Upham & Co., 12 F.3d 515, the United States
Fifth Circuit Court of Appeals considered an employee non-solicitation provision,
which provided as follows:

[i]n consideration of payment of the 1993 Incentive Compensation to

me, I agree that should my employment with Smith Barney terminate

for any reason and I become employed at a competitor organization I

will not for a one (1) year period directly or indirectly solicit or induce

any Smith Barney employee to resign from either (a) the Smith Barney

branch office at which I worked; or (b) any other Smith Barney branch

office within a fifty (50) mile radius of the competitor organization’s

office at which I work, in order for that employee to accept employment
at the competitor organization at which I work.

Id. at 517. After determining that the agreement did not possess the attributes of an
agreement prohibited by La. R.S. 23:921 and not governed thereby, the court then
had to “decide only whether the Agreement [was] otherwise enforceable.” Id. at
519.

While the provision clearly provided a one-year durational limit for
enforcement, the former employee argued the provision was unenforceable due to
the failure to specify the commencement date for the period he was barred from
soliciting employees. However, the agreement expressly stated that “should my
employment with Smith Barney terminate for any reason and I become employed at
a competitor organization I will not for a one (1) year period directly or indirectly
solicit or induce any Smith Barney employee to resign...” Smith, Barney, Harris
Upham & Co., Inc., 12 F.3d at 520. Acknowledging that the employee non-
solicitation provision in the agreement did not state precisely when the one-year
period began, the court was “satisfied” that it may only be interpreted to fix the

beginning of the one-year period on the date of the former employee’s termination.

® To the extent that BRIS and BRIS Engineering allege error in the trial court’s reliance on
these cases, we do not agree and fail to find merit in BRIS and BRIS Engineering’s first assignment
of error.

Id. Further supporting its ruling, the court noted that Smith Barney sought to prevent
its former employee from soliciting its employees during the time it was most
vulnerable to employee raiding by the former employee: the one-year period
immediately following his termination of employment with Smith Barney. Id.
Accordingly, the court implicitly determined that the one-year period was
reasonable.

After concluding that an employee non-solicitation provision was not
governed by La. R.S. 23:921, this court in CDI Corp., 9 So.3d 282, analyzed the
enforceability of the provision.? The provision at issue provided as follows:

4. Non—Solicitation Provisions. For a period of twelve (12) months

following the termination of your employment with the Company, you
will not:

(a) Directly or indirectly hire or cause to be hired, or solicit, interfere
with or attempt to entice away from the Company, any individual who
was an employee of the Company within six (6) months prior to such
contact, solicitation, interference or enticement...

Id. at 284. In finding that the “agreement [was] reasonable in scope and duration,”
the court specifically stated that “[t]he agreement merely restricts those whom he
can recruit for his new company for a period of twelve months following his
termination from CDI Corporation.” Id. at 292. (Emphasis added.)

In Bell, 8 So.3d 64, the Fifth Circuit Court of Appeal found an employee non-
solicitation provision to be violative of public policy. While concluding that the
provision was not specifically covered by Louisiana’s non-competition statute, La.
R.S. 23:921, the court stated that “by analogy to the law interpreting that statute, and
under general contract rules, the provision is against public policy as it is written.”

Id. at 69. The applicable provision in Bell contained a durational provision that

° In Neill Corp., 319 So.3d at 880, this court also concluded that a “Non-Raiding
Agreement,” prohibiting former employees of the plaintiff from soliciting current employees of
the plaintiff for a period of two years following their termination, was not restricted by La. R.S.
23:921. However, no further analysis of the provision was provided, as the application of the non-
raiding provision was not directly at issue.

10

properly narrowed the scope, but did not contain a provision as to the duration of
enforceability. The provision provided as follows:

8. Covenant Not to Compete.

b. Employee agrees that after termination of employment with the
Company, he will not, directly or indirectly, solicit, employ or in any
other fashion, hire persons who are, or were, employees, officers or
agents of the Company, until such person has terminated his
employment with the Company for a period of eighteen (18) months[.]

Id. at 68.
Declining to find the provision ambiguous, the Fifth Circuit concluded that
the provision was against public policy and stated:
The non-solicitation of employee clause specifically states that Bell is
prohibited from hiring the Defendant’s employees or ex-employees for
18 months from the date that the employee ends his employment with

the Defendants. It states: “until such person has terminated his
employment with the Company for a period of eighteen months.”

Bell, 8 So.3d at 69. (Emphasis in original.) The court further stated that it was
“absolutely unreasonable” to prohibit Bell forever from soliciting or hiring his
former employer’s employees or ex-employees for eighteen months post separation
from the former employer. The court held that the provision was invalid and not
enforceable because it did not have a reasonable time limit on the prohibition as it
related to Bell’s action in soliciting employees. Id. Accordingly, the court found
that Bell did not breach the provision prohibiting the solicitation of ex-employees.
In view of the relevant caselaw, we must determine whether the employee
non-solicitation provision of Promise Number 9 is reasonable in scope and duration.
We first look to the durational limits of Promise Number 9. The singular reference
to duration or a time period applies to the particular employees Steed is prohibited
from soliciting, ie., “any individual employed by the Company within the last
twelve (12) months of your employment with the Company.” Promise Number 9
does not provide any durational limit for the time period Steed is prohibited from

soliciting certain employees from the “Company.” Despite the relatively narrow

11

scope of those who Steed is prohibited from recruiting, soliciting and hiring, he is
perpetually barred from soliciting, encouraging, or causing that particular subset of
people from terminating their employment with the “Company.”

Returning to the precepts of contractual interpretation, we look to the words
and provisions of the Agreement in order to determine the intent of the parties. La.
Civ. Code art. 2046; Sanders, 696 So.2d at 1036. Interpreting this Agreement
within its “four corners,” we do not find any intent amongst the parties to limit any
provision thereof to a one-year period (or otherwise) as urged by BRIS and BRIS
Engineering. See Neill Corp., 319 So.3d at 878. In fact, the entire Agreement is
devoid of any language, wording, or indication as to the duration of the terms of the
contract.'° The majority of the promises contained in the Agreement, including
Promise Number 9, imply an infinite duration, e.g., the promises not to file a lawsuit
or other grievance against the “Company” and the agreement not to make any
disparaging statements to current former or prospective customers, contractors,
vendors, shareholders, or employees of the “Company.” Applying the rules of
contractual interpretation, the term of Promise Number 9 is perpetual. Accordingly,
we do not find merit in BRIS and BRIS Engineering’s assignment of error number
two.

Promise Number 9 is unlike the employee non-solicitation provisions found
to be reasonable in scope and duration in Smith, Barney, Harris Upham & Co.,
Inc., 12 F.3d at 520, and CDI Corp., 9 So.3d at 292, both of which contained terms
expressly limited to one year. Here, the applicable employee non-solicitation

provision fails to contain any durational limit for the prohibition on soliciting,

'° We note a singular exception in Promise Number 5, in which Steed was obligated “for a
period of three (3) weeks[] until October 16, 2020” to cooperate with the “Company” in connection
with the transition of his duties. Yet, additional agreements within Promise Number 5 imply an
infinite duration, including the obligation of Steed to assist and cooperate with the “Company” in
the defense and prosecution of any claim that may be made by or against the “Company” or in
connection with any ongoing or future investigation or dispute or claim of any kind involving the
“Company.”

12

encouraging, or causing any “Protected Employee” to terminate his or her
employment with the “Company” and accept employment at a competitor
organization at which Steed works or has an ownership interest. This is similar to
the provision found to be invalid and unenforceable in Bell. Accordingly, we find
Promise Number 9 in the Agreement to be unreasonable in duration, as it imposes a
permanent inability to recruit, hire, or solicit even a small subset of employees.
Promise Number 9 is unenforceable as written.

Notwithstanding our determination of the unenforceability of Promise
Number 9 as written, the Agreement provides that “[s]hould a court rule that any
part of this Release in invalid under local, state or federal law, [the parties] agree
that the court can reform the offending part to render it enforceable and that all other
parts will remain in full force and effect.” Courts evaluating contracts covered by
La. R.S. 23:921 that included reformation clauses have declined to save invalid non-
competition and non-compete agreements, at least with respect to geographical
requirements of La. R.S. 23:921. This court in Vartech Sys., Inc. v. Hayden, 2005-
2499 (La. App. Ist Cir. 12/20/06), 951 So.2d 247, 260-61, citing Water Processing
Techs., Inc. v. Ridgeway, 618 So.2d 533, 536 (La. App. 4th Cir. 1993), declined to
reform the invalid non-solicitation clause in favor of the employer due to its failure
to provide specific geographical limitations notwithstanding that the limits could be
inferred. In Summit Inst. for Pulmonary Med. & Rehab., Inc. v. Prouty, 29,829
(La. App. 2d Cir. 4/9/97), 691 So.2d 1384, 1389, writ denied, 97-1320 (La. 9/26/97),
701 So.2d 983, the Second Circuit also declined to reform a non-solicitation
contract’s ambiguously broad provision to the outer-limits of the law.

While we acknowledge that the employee non-solicitation provision at issue
here is not subject to La. R.S. 23:921 and not expressly disfavored by law, reform of
this Agreement would require fashioning a reasonable term for Promise Number 9
where the entire Agreement is purposely silent as to any term. Under these

13

circumstances, we decline to reform Promise Number 9 under the facts and
circumstances of this case. Therefore, we do not find merit in BRIS and BRIS
Engineering’s assignment of error number three."!
CONCLUSION
In light of the above and foregoing, we affirm the trial court’s August 26, 2022
judgment, granting Kevin Steed’s partial motion for summary judgment. All costs
of this appeal are to be borne by Brown & Root Industrial Services, LLC and BRIS
Engineering, LLC.

AFFIRMED.

'' In so concluding, we decline to address the other issues raised in Steed’s summary
judgment regarding whether Promise Number 9 was reasonably limited in scope when it failed to
define “competitor organizations” or provide specific companies included in the term “Company”.

14