The Business Court has granted an employer’s request for a temporary injunction to block a former employee from engaging in competitive activities despite a noncompete agreement.
Galderma Laboratories, L.P. v. Erick Brenner (2026 Tex. Bus. 12; March 12, 2026) arose from a dispute between an employer and former employee over a noncompete provision in the parties’ “protective covenants agreement.” The agreement prohibited the employee, for a 12-month period after termination of his employment, from providing services to a competitor, soliciting the employer’s customers, soliciting other employees to leave the employer, and using or disclosing the employer’s confidential information without authorization. The employee further agreed that the noncompete provision wouldn’t place an unreasonable burden on his ability to earn a living and that it was narrowly tailored to protect the employer’s confidential information and trade secrets.
The employee served as general manager of the employer’s “Injectable Aesthetics Division” and ad interim Head of the United States, overseeing a $1.8 billion portfolio of cosmetic health care products. He had extensive access to the employer’s “trade secrets and confidential information, including pricing and contract terms, go-to-market strategies, customer information, sales and marketing strategies, personnel and organization data, loyalty program data, and training program data.” When the employer notified the employee of its plans to terminate his employment and his access to the employer’s computer systems, the employee immediately accessed numerous files and downloaded them on a flash drive. He then took a job with a competitor in the injectable aesthetics market and requested release from the noncompete agreement. The employer denied the request, but it didn’t stop the employee from accepting the CEO job for the competitor. The employer filed suit and sought a temporary injunction.
In an opinion by Judge Stagner, the court granted the TI. The employer asserted claims for breach of contract and violation of the Texas Uniform Trade Secrets Act. As to the breach of contract claim, the court concluded that the employer demonstrated a probable right to recovery for the breach of the noncompete agreement.That agreement likely complied with § 15.50, Business & Commerce Code, “because it was ancillary to an otherwise enforceable agreement and contains reasonable limitations as to time, geographic scope, and activity.” After all, the employee accepted pretty much the same job with the competitor as he held with his former employer.
But the court found that the employee didn’t try to solicit any customers or employees to leave with him, so the court couldn’t conclude that the employer established a probable right of recovery for breach of those provisions. It further found no evidence that the employee used or disclosed the employer’s confidential information in violation of the agreement. That lack of evidence took care of the TUTSA claim as well, since the fact of the employee’s former access to the information during his employement “does not establish actual or threatened misappropriation.” The court therefore “decline[d] to infer misappropriation solely from [the employee’s] susbsequent employment with a competitor.”
Turning to the question of whether the employer established that it would suffer a probable, imminent, and irreparable injury absent injunctive relief, the court concluded that it would. The employee’s new employment with a direct competitor at the highest management level “present[ed] a substantial and ongoing risk that [the employer’s] competitively sensitive information will inform [the competitor’s] strategic decision-making.” Since the employee possessed “recent and detailed” information of his former’s employer’s entire business strategy, the court found that the threatened harm was imminent. “The risk of competitive harm does not depend on proof of intentional misuse,” the court stated. “Rather, it arises from the practical difficulty—if not impossibility—of compartmentalizing confidential information while leading a competitor in the same market segment.” The court also found that the harm was irreparable because once the horse is out of the barn, there’s no getting him back into it. “Even a single strategic disclosure,” the court observed, “could have lasting competitive consequences that monetary damages cannot remedy.” Injunctive relief was thus warranted.
But just how broad should the relief be? As to the duration of the nonceompete, the court found that the one-year limitation was reasonable. “It is limited in time and is commensurate with the pace at which competitive strategy, pricing models, and product initiatives evolve in the injectable aesthetics market,” the court wrote. “A twelve-month restriction is sufficient to protect [the employer’s] legitimate interests without unduly burdening [the employee’s] ability to resume competitive employment once the restricted period expires.” Likewise, the scope of the agreement’s restriction of employment was reasonable because it didn’t prohibit the employee from employment in health care, pharmaceutrical, dermatology, or medical-device industries in general but only competing in the U.S. market for “hyaluronic acid dermal fillers,” a “defined, product-specific segment in which [the employee] most recently exercised senior executive authority and accessed competitively sensitive information.” In this case, the employee could easily carry on with his new CEO role without precluding him from activities outside that specific product. In fact, the competitor only competed with the employer in the U.S. market with respect to that product.
The court then turned to the geographic limitation of the agreement. Here the employee went from one job with a national scope to another. He “participated in nationwide pricing strategy, brand positioning, sales architecture, loyalty program design, and long-term growth planning for the U.S. market.” Consequently, “[h]is ‘territory,’ in any meaningful sense, was coextensive with the national injectable aesthetics market in which his [former employer] competes.” Since Texas courts have upheld nationwide constraints in this context in the past, the court found that “a geographic limitation is reasonable when it aligns with the employee’s actual authority and the employer’s protectable interests, even if extends beyond a narrow local foot print.” That was the case here. But the court was not willing to go as far as to impose a global restriction, as the employer wanted. There was no evidence that the employee “possessed operational authority or managerial responsibility for markets outside the U.S., or that he directed competitive strategy in those regions.” Absent such evidence, “a worldwide restriction would exceed what is necessary to preserve the status quo.”
The court concluded by reforming the noncompete agreement in two respects. First, it narrowed the agreement’s definition of “competitive activity” to limit its scope to”services that are the same or substantially similar to those [the employee] performed during the Look Back Period within the relevant market.” Second, the court narrowed the geographic scope of the agreement to the U.S. market for hyaluronic acid dermal fillers. The court thus granted the TI as in the public interest in enforcing noncompete agreements and preventing the misuse of trade secrets. The TI required the employee to return to the employer all of its property, including records, confidential information, trade secrets, or anything else in his possession, custody, or control and provide the employer with a sworn written verification confirming tha the didn’t keep anything back. The court further ordered the employee to keep all files and communications relevent or potentially relevant to the action. Finally, the court set the case for trial on January 11, 2027, and directed the employer to post a $150,000 bond in the registry of the court in case it is late shown that the TI was issued in error.
