protection for which he may have contracted." Bell Fuel, 544
A.2d at 457.
Here, the covenant does not specify any geographical scope.
Accordingly, the court will exercise its equitable powers and
restrict the covenant to the territory described in the dealer
agreement-Eastern Pennsylvania, Delaware, and South New Jersey.
As to duration, the court finds that five years is a reasonable
time period. As noted, the covenant does not bar defendants from
working in the security alarm business but only prohibits the
defendants' from soliciting Vector's customers for five years.
Cf. Kramer, 824 F. Supp. at 512-13 (finding restriction of two
years reasonable where covenant barred defendant from working in
similar field). Given that the defendants may continue to work in
their area of expertise, the five-year period of the restriction
B. Irreparable Injury
Vector has met its burden of showing that a failure to grant
the preliminary injunction would cause actual irreparable harm.
Mere risk of irreparable injury is insufficient to sustain a
motion for a preliminary injunction. Rather, the movant bears the
burden of making "a clear showing of immediate irreparable (not
merely serious or substantial) injury of a peculiar nature so
that compensation in money cannot atone for it." Campbell Soup
Co. v. ConAgra, Inc., 977 F.2d 86, 91-92 (3d Cir. 1992). The
defendants are actively soliciting the subscribers whose
agreements City-Wide sold to Vector. Thus, there is an actual
rather than speculative breach of the covenant. The harm suffered
by Vector as a result of the defendants' continued solicitation
of the Vector accounts cannot be easily quantified in economic
terms. Generally, the harm caused by a breach of a covenant not
to compete is difficult to assess for damages purposes. See
Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Masri, No. Civ.
A. 96-CV-3804, 1996 WL 283644, at * 4 (E.D.Pa. May 28, 1996);
Records Ctr., Inc. v. Comprehensive Management, Inc.,
363 Pa. Super. 79, 525 A.2d 433, 436 (1987). Where, as in this case,
the covenant seeks to prevent former employees from soliciting
customers they obtained while working for their employers, this
difficulty stems from the fact that the covenant seeks not only
to prevent the sales that might result from the prohibited
contact, but to prevent disturbing the established relationship
between the employer and the customer. See John G. Bryant Co. v.
Sling Testing & Repair, Inc., 471 Pa. 1, 369 A.2d 1164, 1167
(1977) (holding that "unwarranted interference with customer
relationships . . . is unascertainable and not capable of being
fully compensated by money damages"); see also Masri, 1996 WL
283644 at *4 (finding plaintiff would suffer irreparable harm if
defendant is allowed to solicit plaintiff's customers). As
described, Vector's business is premised on maintaining a
long-term relationship with its subscribers. The relationship is
also valuable to Vector because of the possibility that it may
sell additional services to the subscribers or receive referrals
to new customers. Thus, the total harm to Vector for the loss of
a subscriber relationship cannot be predicted easily.
C. Harm to Interested Parties and the Public Interest
Issuing the preliminary injunction will not result in greater
harm to the defendants or other interested parties and is
generally in the public interest. As noted, the covenant does not
prevent defendants from selling security alarm systems, but only
from soliciting Vector subscribers. Vector customers remain free
to terminate their relationship with the company and enter into a
relationship with any other alarm business. The public at large
will benefit from allowing Vector and defendants to compete
freely for non-Vector customers. In addition, it is generally in
the public interest to uphold an agreement freely entered into by
the parties. See National Bus. Serv. v. Wright, 2 F. Supp.2d 701,
709 (E.D.Pa. 1998). Consideration of the relative harm to
and the public interest favor granting Vector's motion for a
Vector has demonstrated probability of success on the
enforceability of the restrictive covenant and that it will be
irreparably harmed if the preliminary injunction does not issue.
The relative harm to interested parties does not favor denying
the motion for preliminary injunction, and it is in the public
interest to uphold the restrictive covenant. Accordingly, the
court will grant Vector's motion.
An appropriate order follows.
AND NOW, this 8th day of March, 2000, upon consideration of
plaintiff's motion for a preliminary injunction and its
submissions, and after a hearing, it is hereby ORDERED that:
1. The motion is GRANTED. Until October 13, 2004, defendants
Dwayne Stewart, Jr., City-Wide Home Securities Services, Inc.,
and Cinnaminson Alarm Co. are ENJOINED from directly or
indirectly soliciting, or causing any other entity or person to
solicit, any customer of Vector Security, Inc. in Eastern
Pennsylvania, Delaware and South New Jersey, for the purposes of
inducing any such customer to buy or install products or services
that are similar to or serve the same or similar function or
purpose as the products and services provided by Vector.
Defendants are further ENJOINED from using for their own
purpose any Vector customer information, or selling, conveying or
transferring any Vector customer information to any third party.
Defendants are ENJOINED from committing the afore-mentioned
acts for period of five years from October 13, 1999.
2. The above-described preliminary injunction shall issue and
take effect when the plaintiff posts security in the amount of
$10,000, pursuant to Federal Rules of Civil Procedure 65(c) and