NOTICE: NOT FOR OFFICIAL PUBLICATION.

UNDER ARIZONA RULE OF THE SUPREME COURT 111(c), THIS DECISION IS NOT PRECEDENTIAL

AND MAY BE CITED ONLY AS AUTHORIZED BY RULE.

IN THE

ARIZONA COURT OF APPEALS

DIVISION ONE

SECURITY PEST & TERMITE SYSTEMS OF SOUTHERN ARIZONA, 

INC., an Arizona corporation, d/b/a YUMA PEST & TERMITE 

SYSTEMS, 

Plaintiff/Appellant-Cross Appellee,

 

v.

 

MATTHEW CURTIS REYELTS and AUDRA TILLMAN REYELTS, 

husband and wife; YUMA PEST PROTECTION, L.L.C., an Arizona

limited liability company, d/b/a BUG WARRIOR; LARRY REYELTS; 

CARLOS SANTOS and MINDI LEE SANTOS, husband and wife; 

BOBBY ESPERANZA and LAURA ESPERANZA, husband and wife; 

RONALD A. MARTIN and STEPHANIE MARTIN, husband and wife; 

RAM PEST MANAGEMENT, L.L.C., an Arizona limited liability company 

Defendants/Appellees-Cross Appellants.

No. 1 CA-CV 14-0237

Appeal from the Superior Court in Yuma County

No. S1400CV201200654

The Honorable David M. Haws, Judge

AFFIRMED

COUNSEL

Don B. Engler, PC, Yuma

By Don B. Engler

Co-Counsel for Plaintiff/Appellant-Cross Appellee
2

Lewis Roca Rothgerber, LLP, Phoenix

Susan M. Freeman

Co-Counsel for Plaintiff/Appellant-Cross Appellee

Schneider & Onofry, PC, Yuma

By Charles D. Onofry, Luane Rosen

Counsel for Defendants/Appellees-Cross Appellants

MEMORANDUM DECISION

Chief Judge Diane M. Johnsen delivered the decision of the Court, in which 

Acting Presiding Judge Samuel A. Thumma and Judge Donn Kessler

joined.

J O H N S E N, Judge:

¶1 Security Pest & Termite Systems of Southern Arizona, Inc. 

("Yuma Pest") appeals the order denying its request for a preliminary 

injunction. For the following reasons, we affirm.

FACTS AND PROCEDURAL BACKGROUND

¶2 Yuma Pest provides pest control services in Yuma. Matt 

Reyelts owned 20 percent of the company and worked as its general 

manager. His wife, Audra Tillman Reyelts, was the office manager, and his 

sister, Mindi Lee Santos, the business manager.

¶3 A fallout between the owners of Yuma Pest led Matt to want 

to resign. He proposed a buyout deal, but Yuma Pest did not accept it and 

threatened to take legal action. Eventually the parties agreed to settle their 

dispute. Pursuant to the settlement agreement, as relevant here, Matt 

relinquished his ownership interest in Yuma Pest, released Yuma Pest of 

any claims he had against it and signed a two-year non-competition 

agreement. Audra and Mindi also signed similar non-competition 

agreements.

¶4 The non-competition agreements prohibited Matt, Audra and 

Mindi from working in the pest control business within a 50-mile radius of 

the Yuma Pest headquarters for a period of two years. The agreements 

contained non-solicitation and non-competition provisions, which each 

recited that the agreed-upon two-year period "shall be tolled while I am in 

breach hereof." The agreements also provided that, in the event of a breach,
SECURITY v. REYELTS, et al.

Decision of the Court

3

Yuma Pest "shall have the right to seek injunctive relief in addition to any 

other remedy available to it."

¶5 Five months after the agreements were signed, Ron Martin 

formed a pest control company, RAM Pest Management, LLC, based in 

Yuma. Within two months after that, Audra and Mindi began working for 

RAM Pest. Eventually Larry Reyelts (Matt's father) and Bobby Esperanza

left their positions at Yuma Pest and joined RAM Pest. Matt then began 

operating a company in Yuma known as Bug Warrior, which provided 

education and training services related to pest control.

¶6 In June 2012, a year after the launch of RAM Pest, Yuma Pest 

sued RAM Pest, Bug Warrior, Matt, Audra, Mindi, Larry, Martin and 

Esperanza.1 Among other things, Yuma Pest alleged violations of the noncompetition agreements and sought damages and injunctive relief. Yuma 

Pest requested a preliminary injunction that would (1) compel Matt and 

Ron Martin to divest themselves of any interest in Bug Warrior; (2) prohibit

Larry Reyelts and Bobby Esperanza from disclosing or using any 

proprietary information during their employment at RAM Pest; and (3) 

prevent Matt, Audra and Mindi from working within the pest control 

business in accordance with the non-competition agreements.

¶7 In September 2013, more than a year after Yuma Pest filed its 

complaint, a hearing commenced on its request for a preliminary 

injunction. The court took three days of evidence, then granted Yuma Pest's 

request to continue the proceeding. After two more days of evidence and 

oral argument, on February 25, 2014, the court denied the request for a 

preliminary injunction. By that time, more than three years had passed 

since the parties had signed the non-competition agreements. Yuma Pest 

timely appealed and RAM Pest cross-appealed. We have jurisdiction 

pursuant to Arizona Revised Statutes section 12-2101(A)(5) (2015).2

 

1 The complaint also named the spouses of the individual defendants 

and other unknown individuals, partnerships and corporations. Except 

where otherwise noted, the defendants are referred to collectively as RAM 

Pest.

2 Absent material revision after the date of the events at issue, we cite 

a statute's current version.
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Decision of the Court

4

DISCUSSION

¶8 This court reviews the denial of a preliminary injunction for 

an abuse of discretion. Valley Med. Specialists v. Farber, 194 Ariz. 363, 366, ¶

9 (1999). We accept the superior court's factual findings "unless they are 

clearly erroneous or not supported by any credible evidence." Phoenix 

Elementary Sch. Dist. No. 1 v. Green, 189 Ariz. 476, 478 (App. 1997).

¶9 The superior court may grant a preliminary injunction if the 

movant establishes a strong likelihood of success on the merits, the 

possibility of irreparable injury without the requested relief, a balance of 

hardships favoring the movant, and public policy favoring the injunction. 

Ariz. Ass'n of Providers for Persons with Disabilities v. State, 223 Ariz. 6, 12, ¶

12 (App. 2009). The superior court may apply a "sliding scale" when 

evaluating these criteria, meaning a preliminary injunction may issue if the 

movant establishes either (1) probable success on the merits and the 

possibility of irreparable injury or (2) the presence of serious questions 

going to the merits and that the balance of hardships tips sharply in its

favor. See id. at 12, ¶¶ 12-13.

¶10 These principles generally do not allow the court to grant a 

preliminary injunction without some showing of a possibility of irreparable 

injury. Irreparable injury means "harm not remediable by damages." Shoen 

v. Shoen, 167 Ariz. 58, 63 (App. 1990). An award of monetary damages 

generally is an adequate remedy when damages are calculable and "address 

the full harm suffered." IB Prop. Holdings, LLC v. Rancho Del Mar Apartments 

Ltd. P'ship, 228 Ariz. 61, 73, ¶¶ 10-11 (App. 2011).

¶11 Here the superior court found Yuma Pest had an adequate 

remedy at law and had "failed to show that irreparable harm will occur if 

the requested injunctive relief is not granted." It reasoned that more than 

three years had passed since the defendants signed the non-competition 

agreements and that "if Defendants were involved in any inappropriate 

solicitation of Yuma Pest customers such solicitations would have already 

occurred." The court also found that Yuma Pest's "revenues are the same 

or higher level than they were at the time the Settlement Agreement and 

Non-Competition Agreements were signed."

¶12 The record supports the superior court's findings. While 

Yuma Pest's general manager testified its customers canceled at three times 

its normal rate during the nine months following RAM Pest's entry into the 

market, and that nearly 90 percent of those cancelations were due to 

competition from RAM Pest, he confirmed he could calculate those 
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Decision of the Court

5

damages with reasonable certainty and would be able to do so at trial. 

Given that, and because Yuma Pest did not allege any other type of noncompensable harm, the court acted within its discretion in denying the 

preliminary injunction. See IB Prop. Holdings, 228 Ariz. at 73, ¶¶ 10-11. 

While the damages testimony by itself provided a basis for denying the 

preliminary injunction, the delay by Yuma Pest in bringing the lawsuit

further supported the order. See Ahwatukee Custom Estates Mgmt. Ass'n, Inc. 

v. Turner, 196 Ariz. 631, 635, ¶ 9 (App. 2000) (an injunction is an equitable 

remedy and the court may consider any "delay on the part of the plaintiff" 

in seeking injunctive relief). 

¶13 Yuma Pest argues the superior court erred because it ignored 

the provisions in the non-competition agreements that authorized 

injunctive relief. Contrary to Yuma Pest's argument, the court expressly 

recognized that the non-competition agreements "included clauses that 

allow injunctive relief for breaches of those agreements." As the superior 

court concluded, however, the provisions on which Yuma Pest relies do not 

require entry of injunctive relief; they merely allow such relief when the 

court, exercising its discretion, deems it appropriate.

¶14 Yuma Pest also contends the court erred by impliedly 

requiring evidence that the company was in danger of going out of 

business. While the court made findings concerning the stability of Yuma 

Pest's business, these findings merely supported its conclusion that Yuma 

Pest failed to show a possibility of irreparable harm. The basis of its

decision was not that Yuma Pest had not been harmed, but that its alleged 

injury could be remedied by damages at trial. Therefore, the court applied 

the correct standard. See Ariz. Ass'n of Providers for Persons with Disabilities, 

223 Ariz. at 12, ¶ 12.

¶15 Yuma Pest further argues the court's finding of an adequate 

legal remedy was "unsupported." As noted above, the evidence fully 

supported the court's finding that an adequate legal remedy was available 

to Yuma Pest. To the extent Yuma Pest attacks the adequacy of the court's 

findings, its argument fails because the findings are "comprehensive 

enough to provide a basis for the decision." Gilliland v. Rodriguez, 77 Ariz. 

163, 167 (1954); see Miller v. Bd. of Supervisors of Pinal County, 175 Ariz. 296, 

299 (1993) (findings are adequate "if they are sufficiently specific to allow 

an appellate court to test the validity of the judgment") (quotation omitted).

¶16 Finally, citing Overholt Crop Ins. Serv. Co. v. Travis, 941 F.2d 

1361 (8th Cir. 1991), Yuma Pest contends damages may not constitute an 

adequate remedy for a party suing for breach of a non-competition 
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6

agreement. In Overholt, the court upheld an injunction enforcing certain 

restrictive covenants. Id. at 1366-68, 1371-72. The court reasoned that

irreparable harm could be inferred because estimating the plaintiff's future 

losses would be "practically impossible." Id. at 1371. But by contrast to 

Overholt, the superior court here heard evidence that Yuma Pest's damages 

could be calculated with reasonable certainty. Accordingly, the court did 

not abuse its discretion in concluding that damages provided an adequate 

legal remedy. See IB Prop. Holdings, 228 Ariz. at 73, ¶ 10.

¶17 In its cross-appeal, RAM Pest asks that we clarify the effect of 

the language in the order denying the preliminary injunction, in particular, 

the effect of the findings concerning the enforceability of the parties' 

agreements and the breach thereof. Because the superior court did not 

consolidate the preliminary injunction hearing with a trial on the merits, 

the findings it made in its order, including that Yuma Pest had an adequate 

legal remedy and failed to show irreparable harm, are not binding at trial. 

See Ariz. R. Civ. P. 65(a); Powell-Cerkoney v. TCR-Montana Ranch Joint 

Venture, II, 176 Ariz. 275, 280-81 (App. 1993) ("Under Rule 65(a), the trial 

court may not reach a final decision on the merits in a preliminary 

injunction hearing unless the hearing has been properly consolidated with 

a trial on the merits."). Consequently, at trial the parties may present 

additional evidence and argument on these issues. See Powell-Cerkoney, 176 

Ariz. at 280 ("legal conclusions reached at the preliminary injunction phase 

of litigation do not constitute law of the case"). For this reason, and because 

the superior court did not abuse its discretion in denying the preliminary 

injunction based on its finding that Yuma Pest had an adequate legal 

remedy, we need not address the other arguments the parties make on 

appeal.
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Decision of the Court

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CONCLUSION

¶18 For the foregoing reasons, we affirm the order denying Yuma 

Pest's request for a preliminary injunction. As the prevailing party, RAM 

Pest is entitled to its costs of appeal upon compliance with Arizona Rule of

Civil Appellate Procedure 21. Given the procedural posture of the case, we 

decline to award either party its attorney's fees; the parties may seek their 

fees on appeal from the superior court at the end of the proceedings.