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KRAMER v. ROBEC

August 10, 1992

WILLIAM R. KRAMER, Plaintiff
v.
ROBEC, INC., Defendant



The opinion of the court was delivered by: BY THE COURT; ROBERT S. GAWTHROP, III

 Gawthrop, J.

 August 10, 1992

 Plaintiff brings this diversity case, seeking relief from a restrictive covenant in his employment contract and damages for tortious interference in prospective contractual relations. The court, sitting without a jury, heard testimony and argument. Upon the following reasoning, I shall grant plaintiff's prayer in part and modify the terms of the covenant.

 FINDINGS OF FACT

 1. The plaintiff, William R. Kramer, is an individual citizen of the State of New Jersey.

 2. The Defendant, Robec, Inc., is a Nevada corporation, whose principal place of business is located in Horsham, Pennsylvania.

 3. Robec is a wholesale distributor of computer hardware and software, selling primarily to value-added resellers, with a side-line in developing and selling computer systems. It sells products in all fifty states and abroad.

 4. In 1984, Kramer and Robec entered into an agreement to attempt to develop a commercially viable computer network system. Robec funded the project through a corporate entity known as Emex Technologies, Inc.

 6. On December 31, 1986, Robec presented Mr. Kramer with an employment contract, which contained the non-compete agreement at issue in this suit.

 7. The non-compete agreement reads in pertinent part:

 On termination of his employment, whether by termination of this agreement, by wrongful discharge or otherwise, employee, for a period of three (3) years after he has ceased receiving any compensation from employer under this agreement, will not engage, either directly or indirectly, in any manner or capacity, as principal, agent, partner, officer, director, employee, joint venturer, salesman, consultant, corporate shareholder of more than then (10) percent of the shares of any corporation, or otherwise, enter into or engage generally in any activity, or otherwise, enter into or engage generally in any activity competitive with the business of employer in the United States of America. (Agreement P 10) (emphasis added)

 8. The Agreement recites that the restrictive covenant was "for and in consideration of good and valuable consideration, specifically for one thousand dollars ($ 1,000.00), receipt of which is paid and hereby acknowledged . . . " (Agreement P 9)

 9. The agreement contains a hand-written, initialed amendment to P 6, which reads, "This agreement may be terminated at any time after twenty-four (24) months from the date of this agreement by either party for any reason whatsoever by the giving of one hundred eighty days (180) prior notice in writing."

 10. This amendment fundamentally changed the terms of Kramer's employment from an at-will employee to an employee for a term, at minimum of 2 and 1/2 years, unless he was dismissed for cause.

 11. At Robec, Mr. Kramer worked as a manager of a project to develop a commercially viable computer network system, in the form of two products: StackLAN and Microstack. Mr. Kramer did not have sales, customer, nor marketing responsibilities at Robec, but was familiar with the Robec's marketing strategy.

 12. StackLAN is a peer-to-peer Local Area Network (LAN), which uses NET BIOS and SMB technology for inter-computer ...


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