MEMORANDUM DECISION

Pursuant to Ind. Appellate Rule 65(D), this 

Memorandum Decision shall not be regarded as 

precedent or cited before any court except for the 

purpose of establishing the defense of res judicata, 

collateral estoppel, or the law of the case.

ATTORNEYS FOR APPELLANT

Andrew M. McNeil

Bryan H. Babb

Mark A. Wohlford

Bose McKinney & Evans LLP

Indianapolis, Indiana

ATTORNEYS FOR APPELLEE

David R. Pruitt

Brian E. Casey

Barnes & Thornburg LLP

South Bend, Indiana

IN THE

COURT OF APPEALS OF INDIANA

Momar, Inc.,

Appellant-Defendant,

v.

Watcon, Inc.,

Appellee-Plaintiff.

November 3, 2016

Court of Appeals Case No.

71A03-1603-PL-621

Appeal from the St. Joseph Superior 

Court.

The Honorable Steven L. Hostetler, 

Judge.

Cause No. 71D07-1510-PL-353

Friedlander, Senior Judge

[1] In this companion case to Michael Janowiak v. Watcon, Inc., No. 71A04-1512-PL2154 (Ind. Ct. App. August 11, 2016), Momar, Inc. appeals the trial court’s 

grant of a preliminary injunction enjoining it from aiding its employee, Michael 

Janowiak, in soliciting orders from customers of Watcon, Inc., Janowiak’s 

previous employer; from accepting orders from Watcon customers whose 

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business Momar had previously solicited with aid from Janowiak; and from 

using or divulging any of Watcon’s confidential information. Concluding that 

the grant of the preliminary injunction was proper, we affirm.

[2] Momar presents three issues for our review, which we consolidate, reorder, and

restate as: 

1. Whether the trial court erred in determining that Watcon was 

entitled to a preliminary injunction. 

2. Whether the trial court erred in fashioning the terms of its 

preliminary injunction order.

[3] Watcon, Inc. is a company headquartered in South Bend that provides water 

treatment services and related products for industrial, commercial, and 

institutional customers. In late 1988, Janowiak began working for Watcon as a 

field engineer, providing sales and service to Watcon customers. On December 

1, 1988, Janowiak and George Resnik, as President of Watcon, entered into a 

contract (the Agreement) which contains clauses regarding non-competition, 

confidentiality, and non-solicitation. Janowiak worked for Watcon from 1988 

to September 1, 2015, with access to its customer list, customer contact 

information, customer order history, and price lists. He was also one of 

Watcon’s most successful sales representatives, acquiring new accounts and 

increasing his sales each year. 

[4] On September 1, 2015, Janowiak tendered to Watcon a letter stating that he 

was terminating the Agreement between the two parties effective, September 

15, 2015; however, the Agreement was terminated prior to that date. On 

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September 8, 2015, Janowiak signed a Sales Employment Agreement with 

Momar, Inc., a Georgia corporation with a water treatment division called 

Aquatrol. Although executed on September 8, the agreement states that 

Janowiak’s employment commenced on September 1, 2015. Prior to hiring 

Janowiak, Momar was not selling Aquatrol products in the territory in which 

Janowiak had sold Watcon products. Upon commencing employment with 

Momar, Janowiak solicited business from some of his Watcon customers and 

sold to them Aquatrol products and services that directly compete with those of 

Watcon. 

[5] On October 16, 2015, Watcon filed a complaint against Janowiak for damages, 

preliminary injunction, and permanent injunction. A hearing was held on 

Watcon’s request for a preliminary injunction on November 16, 2015. The 

parties submitted proposed findings and conclusions, and, on November 24, 

2015, the court issued findings of fact and conclusions granting a preliminary 

injunction in favor of Watcon.

[6] After learning that Momar was continuing to sell to and service Watcon 

customers, Watcon filed an amended complaint and added Momar as a 

defendant in January 2016. In addition, Watcon filed a motion to show cause, 

or, in the alternative, a motion to modify the preliminary injunction to also 

enjoin Momar. The trial court held a hearing on Watcon’s motion on March 

17, 2016. On March 21, 2016, the court issued its order modifying the 

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preliminary injunction issued against Janowiak, by extending it to also enjoin 

Momar.1

 This appeal ensued.

1. Requirements of Preliminary Injunction

[7] The grant or denial of a preliminary injunction rests within the sound discretion 

of the trial court, and appellate review is limited to whether there was a clear 

abuse of that discretion. Apple Glen Crossing, LLC v. Trademark Retail, Inc., 784 

N.E.2d 484 (Ind. 2003). In granting or refusing a preliminary injunction, the 

trial court is required to make special findings of fact and state its conclusions 

thereon. Barlow v. Sipes, 744 N.E.2d 1 (Ind. Ct. App. 2001), trans. denied; Ind. 

Trial Rule 52(A). On appeal, we must determine if the findings support the 

judgment. Barlow, 744 N.E.2d 1. The findings or judgment shall not be set 

aside unless clearly erroneous. T.R. 52(A). Findings of fact are clearly 

erroneous when the record lacks evidence or reasonable inferences from the 

evidence to support them. Barlow, 744 N.E.2d 1. A judgment is clearly 

erroneous when a review of the record leaves us with a firm conviction that a 

mistake has been made. Gleeson v. Preferred Sourcing, LLC, 883 N.E.2d 164 (Ind. 

Ct. App. 2008). Due regard shall be given to the opportunity of the trial court 

to judge the credibility of the witnesses. T.R. 52(A). On appellate review, we 

consider the evidence only in the light most favorable to the judgment and 

1 In its order, the trial court incorporated by reference all of the findings of fact it made in its November 24, 

2015 preliminary injunction order. See Appellant’s App. p. 105.

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construe findings together liberally in favor of the judgment. Barlow, 744 

N.E.2d 1.

[8] To obtain a preliminary injunction, the moving party has the burden of showing 

by a preponderance of the evidence: (1) a reasonable likelihood of success at 

trial; (2) the remedies at law are inadequate, thus causing irreparable harm 

pending resolution of the substantive action; (3) the threatened harm to the 

moving party outweighs the potential harm to the nonmoving party from the 

granting of an injunction; and (4) the requested relief is not contrary to the 

public interest. Apple Glen Crossing, LLC, 784 N.E.2d 484. If the movant fails to 

prove any of these requirements, the trial court’s grant of an injunction is an 

abuse of discretion. Id. On appeal, Momar challenges the trial court’s 

determination that Watcon satisfied all four requirements for a preliminary 

injunction to issue.

A. Likelihood of Success at Trial 

[9] Covenants not to compete are in restraint of trade and are not favored by the 

law. Gleeson, 883 N.E.2d 164. These covenants are strictly construed against 

the employer and are enforced only if reasonable. Id. To be reasonable, the 

agreement’s covenants (1) must protect legitimate interests of the employer and 

(2) must contain reasonable terms with regard to time, geography, and types of 

prohibited activity. Id.

[10] Momar does not dispute the trial court’s determination that Watcon has 

legitimate interests worthy of protection; therefore, we proceed to the second 

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factor affecting the reasonableness of the Agreement. In that regard, Momar 

contends that the Agreement’s terms concerning geography and type of 

prohibited activity in paragraph 9 are overbroad and unreasonable. Paragraph 

9 of the Agreement provides:

9. The obligations imposed upon the Seller by Paragraph 2, and 

clause (A) of Paragraph 3 above, shall continue in effect 

regardless of the means or circumstances by which either this 

agreement or the active solicitation of orders in such territory 

may be terminated. For a period of two (2) years after the 

termination of this agreement, by mutual consent or otherwise, 

the Seller promises that he will not, directly or indirectly, solicit orders 

from the users of the Companys’ [sic] products in said territory, provided 

that, if the applicable law of such territory fixes a shorter period 

of restraint, such shorter applicable statutory limitation shall be 

deemed to fix the maximum limit of such restraint.

Appellant’s App. p. 78 (emphasis added).

[11] First, Momar claims that paragraph 9 is overbroad as to its geographic

limitation because it extends to all Watcon customers in Janowiak’s territory, 

even those with whom Janowiak did not have a relationship. For instance, the 

University of Notre Dame and the City of South Bend were Watcon customers 

located in Janowiak’s territory, but they were serviced by a Watcon account 

representative other than Janowiak. Momar suggests, for that reason, the 

covenant is unenforceable. 

[12] “A covenant not to compete must be sufficiently specific in scope to coincide 

with only the legitimate interests of the employer and to allow the employee a 

clear understanding of what conduct is prohibited.” Field v. Alexander & 

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Alexander of Ind., Inc., 503 N.E.2d 627, 635 (Ind. Ct. App. 1987), trans. denied. 

One accepted method of limiting a covenant’s scope is to impose territorial or 

geographic boundaries. Id. In addition, our courts have also recognized that 

“as the specificity of limitation regarding the class of person with whom contact 

is prohibited increases, the need for limitation expressed in territorial terms 

decreases.” Seach v. Richards, Dieterle & Co., 439 N.E.2d 208, 213 (Ind. Ct. App. 

1982). Accordingly, a covenant not to compete containing a limitation as to a 

group of customers instead of a geographic limit can serve the same limiting 

function to maintain a covenant within reasonable bounds.

[13] Here, the covenant proscribes solicitation of orders from a group of persons —

the “users” of Watcon’s products. The evidence at the November injunction 

hearing showed the intent of the parties to the Agreement that the term “users” 

refers to a specific group of customers. Specifically, the term “users” refers to 

Janowiak’s fifty-three active accounts that he was servicing at the time he left 

the company. During his cross-examination by Janowiak’s counsel, Resnik 

testified as follows:

Counsel: If I ask you to identify the users of Watcon’s products 

and services as used in that sentence, would your answer be to 

give me a list of names of customers:

Resnik: Yes.

**************

Counsel: One of the things that you testified about on crossexamination was the customers in his territory, and I take it that 

the purpose of this case is to try and preserve those relationships, 

right, for Watcon?

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Resnik: Yes.

Counsel: You don’t want Mr. Janowiak to go out and take over 

those relationships or interfere with them to the extent they 

already exist between Watcon and a customer in his territory, 

right?

Resnik: Yes.

Appellee’s App. pp. 51, 53. In addition, Sean McMullen, Watcon’s sales 

manager, testified about Janowiak’s list of customers:

Counsel: And you talked about customers that Mr. Janowiak 

serviced. How many customers did Mr. Janowiak service for 

Watcon at the time he left?

McMullen: At the time he left we [sic] he had 53 active accounts 

that he serviced.

Id. at 65-66. This evidence was uncontested by Janowiak, and, from our review 

of the transcript of that injunction hearing, it appears that all the parties were 

familiar with the identity of the fifty-three customers and understood them to be 

“users.”

[14] At the March injunction hearing, Momar did not challenge this evidence. 

Instead, Momar offered, and the trial court admitted, Exhibit M-C, which is a 

list of the fifty-three Watcon customers being serviced by Janowiak at the time 

he left his employment with Watcon.

[15] Thus, based upon all the evidence, we find the term “users” to be sufficiently 

definite such that the covenant is not unreasonable and is enforceable. See 

Norlund v. Faust, 675 N.E.2d 1142 (Ind. Ct. App. 1997) (finding covenant 

sufficient and enforceable where phrase “Referring Optometrist” used in 

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covenant was further defined by list of optometrists in exhibit); see also Cohoon v. 

Fin. Plans & Strategies, Inc., 760 N.E.2d 190 (Ind. Ct. App. 2001) (finding 

covenant enforceable even in face of allegedly overbroad geographical 

restriction where covenant defined class of persons with whom ex-employee 

was to have no contact).

[16] Momar also asserts that paragraph 9 is overbroad as to the type of activity 

prohibited because it forbids Janowiak from selling any products to customers 

of Watcon, including those products not in competition with a product of 

Watcon. As we did in the companion case, we direct the parties’ attention to 

paragraph 2 of the Agreement, which is referenced in paragraph 9 and which 

provides:

2. The Seller will attempt to find purchasers in such territory for 

such water treatment, water softening and other mechanical 

devices for the treatment of water and other products of the 

Company and to promote the business of the Company in 

conformity herewith and not to sell in such territory competitive 

products or to promote businesses in competition with the 

products and business of the Company. Nothing herein contained, 

however, shall be construed to prevent the Seller from selling and 

promoting products and business not competitive with those of the 

Company.

Appellant’s App. p. 76 (emphasis added).

[17] Contracts are to be read as a whole. State Farm Fire and Cas. Co. v. Riddell Nat’l 

Bank, 984 N.E.2d 655 (Ind. Ct. App. 2013), trans. denied. “The meaning of a 

contract is to be determined from an examination of all of its provisions, not 

from a consideration of individual words, phrases, or even paragraphs read 

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alone.” Washel v. Bryant, 770 N.E.2d 902, 906 (Ind. Ct. App. 2002). Further, 

courts should construe the language in a contract so as not to render any words, 

phrases, or terms ineffective or meaningless, and courts should attempt to 

harmonize the provisions of a contract rather than interpret the provisions as 

conflicting. State Farm Fire and Cas. Co., 984 N.E.2d 655. 

[18] In light of these rules of harmony, a reading of paragraphs 9 and 2 clearly 

reveals that the Agreement limits Janowiak, upon his departure from Watcon, 

from soliciting orders from the Watcon customers he serviced for only products

and business that are in direct competition with those of Watcon. This is a 

reasonable limitation on the type of activity in which Janowiak, and thus 

Momar, may engage. The provision is reasonable and enforceable.

B. Adequacy of Remedies at Law

[19] Momar next alleges that Watcon’s remedies at law are adequate such that a 

preliminary injunction should not have issued. Momar’s argument concerns 

the trial court’s Findings of Fact 31, 32, 33, 34, and 35, which provide as 

follows:

31. On November 18 and 19, 2015, just two and three days after 

the hearing on Watcon’s Motion for preliminary injunction, 

Janowiak, along with Momar employees Peter Farrar (“Farrar”) 

and George Grabow (“Grabow”), visited approximately 22 of the 

53 Current Customers.

32. Janowiak used “confidential information” to solicit business 

from 22 of the 53 Current Customers on behalf of Momar, and 

Momar continues to reap the benefit of the use of that 

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confidential information by accepting business from those 

customers.

33. The solicitation of Watcon’s customers by Janowiak, Grabow 

and Farrar, on behalf of Momar, was for purposes that include 

generating sales from some of the 53 Current Customers in 

violation of Janowiak’s contract with Watcon.

34. Momar continues to reap the financial benefits of Janowiak, 

Grabow and Farrar working in concert, for the benefit of Momar, 

to violate Janowiak’s contract with Watcon.

35. Watcon would be irreparably harmed if Momar continues to 

take advantage of Grabow and Farrar acting in concert with 

Janowiak. Watcon would also be irreparably harmed if Momar 

continues to benefit from customer relationships developed using 

confidential information that Janowiak has been enjoined from 

using. Watcon’s legal remedies are inadequate to protect 

Watcon from Momar’s future actions.

Appellant’s App. pp. 105-06.

[20] Injunctive relief is not available where a breach of contract can be adequately 

satisfied by money damages. Cent. Ind. Podiatry, P.C. v. Krueger, 882 N.E.2d 723 

(Ind. 2008). Yet, a legal remedy is adequate only when it is as practical and 

efficient to the ends of justice and its prompt administration as the remedy in 

equity. Id.

[21] At the first injunction hearing on November 16, 2015, both Resnik and

McMullen testified that Janowiak was “the face” of Watcon, meaning that he 

was the customers’ primary contact with the company and that he knew the 

customers’ preferences, ordering history, equipment, and operations. 

Appellee’s App. pp. 11, 66. Resnik further testified that Janowiak would 

prepare service reports for his customer visits which contained the customer 

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contact, the products being used, a summary of test results, evaluation of the 

system, and recommendations to maintain and/or improve the customer’s 

system. Watcon considered the information in these reports, as well as the 

types of products ordered and the ordering preferences, to be confidential. Id. at 

15-16. Janowiak agreed that he developed this information for Watcon and 

considered it to be valuable to Watcon. Id. at 89. Resnik explained that 

keeping this information confidential is important to the company because 

obtaining a new customer is a long process that can take a year or more. Id. at 

16-19.

[22] Janowiak admitted that within two weeks of leaving Watcon, he was filling 

orders for Momar products for at least two companies he serviced as a 

representative of Watcon. He further acknowledged that he would not stop 

soliciting orders for Momar products from Watcon customers unless courtordered to do so. Id. at 97.

[23] As Janowiak testified at the November hearing, he began soliciting Watcon 

customers as soon as his employment with Momar commenced, and some of 

those fifty-three customers left Watcon and transferred their business to 

Momar. The evidence at the March injunction hearing disclosed that just two 

days after the November 16 hearing but before the injunction issued on 

November 24, Janowiak, George Grabow, corporate vice president at Momar 

and general manager of its Aquatrol Division, and Peter Farrar, a sales 

representative for Momar, visited these customers. Farrar testified that on 

November 18 and 19, 2015, following the injunction hearing on November 16, 

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he, Grabow, and Janowiak met with at least eight of Janowiak’s fifty-three 

Watcon customers who were now Momar customers being serviced by 

Janowiak. Tr. pp. 53-54. On these visits, Janowiak introduced Farrar to the 

customers. On November 24, 2015, the day the preliminary injunction issued, 

Farrar received a call from Grabow instructing him that he would be servicing

those accounts due to a legal issue with Janowiak. Id. at 56-57. Farrar also 

testified that since November 24, 2015, he has continued, on behalf of Momar,

to call upon more of the fifty-three Watcon customers serviced by Janowiak

during his employment with Watcon. Id. at 60. Farrar testified that thirteen of 

the fifty-three are current customers of Momar, that Momar had placed no 

restrictions on to whom he could sell, and that he would continue to try to sell 

to the remainder of the fifty-three Watcon customers unless he was restricted 

from doing so. Id. at 64. Most of the thirteen Watcon customers now serviced 

by Momar represented Janowiak’s highest revenue sources when he was 

employed with Watcon. Id. at 35-36; Exs. M-C, 2, 3.

[24] The evidence supports the trial court’s findings and clearly establishes that 

Watcon not only suffered economic losses but also losses to the company’s 

goodwill. An employer is entitled to contract to protect the goodwill of its 

business. Cohoon, 760 N.E.2d 190. Elements of this goodwill include 

confidential information such as the names and addresses and requirements of 

customers and the advantage acquired through representative contact. Id. The 

evidence here shows that Watcon’s goodwill was infringed upon when 

Janowiak, armed with the advantageous familiarity he had acquired through 

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his personal contact with Watcon customers and his intimate knowledge of the 

customers’ water treatment systems and ordering habits, set about contacting 

those customers on Momar’s behalf as soon as he began his employment with 

Momar in violation of his non-compete agreement with Watcon. In addition, 

following the November injunction hearing but prior to entry of the injunction, 

Janowiak visited these customers with Grabow and Farrar in order to introduce 

Farrar to the customers so that Momar could maintain them as customers

should an injunction issue against Janowiak.

[25] We therefore conclude, as did a panel of this Court in Norlund, 675 N.E.2d at 

1149-50, that “[w]hen a covenant not to compete of this nature is breached, it 

follows that the employer will suffer harm. It would be pure speculation to 

place a dollar amount on the damages, and an injunction against the prohibited 

behavior is the most efficient way to lift the burden of that harm from the 

shoulders of the employer who contracted so as not to suffer such harm.” The 

trial court properly concluded that the remedies at law available to Watcon 

would be insufficient. See Robert’s Hair Designers, Inc. v. Pearson, 780 N.E.2d 858 

(Ind. Ct. App. 2002) (finding that beauticians’ violation of non-compete 

agreement harmed salon’s client relationships and supported finding of 

irreparable harm); Unger v. FFW Corp., 771 N.E.2d 1240 (Ind. Ct. App. 2002)

(finding inadequate remedy at law where employee’s breach of non-compete 

agreement resulted in loss of goodwill, client confidence, and business 

reputation).

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C. Threatened Injury and Potential Harm

[26] A court may dispense injunctive relief only when the threatened injury to the 

moving party outweighs the potential harm to the nonmoving party from the 

granting of an injunction. Cent. Ind. Podiatry, P.C., 882 N.E.2d 723. The trial 

court’s findings on this topic include:

34. Momar continues to reap the financial benefits of Janowiak, 

Grabow and Farrar working in concert, for the benefit of Momar, 

to violate Janowiak’s contract with Watcon.

35. Watcon would be irreparably harmed if Momar continues to 

take advantage of Grabow and Farrar acting in concert with 

Janowiak. Watcon would also be irreparably harmed if Momar 

continues to benefit from customer relationships developed using 

confidential information that Janowiak has been enjoined from 

using. Watcon’s legal remedies are inadequate to protect 

Watcon from Momar’s future actions.

Appellant’s App. p. 106.

[27] Momar argues that it will be harmed by injunctive relief through lost profits and 

potential liability to customers. Yet, Momar’s situation is of its own making. 

The customers Momar is referring to are the very same customers that 

Janowiak and Momar appropriated from Watcon in violation of Janowiak’s

non-compete agreement. Momar also mentions a potential claim for damages 

should it be wrongfully enjoined; however, we note that when the trial court 

extended the injunction to include Momar, it also extended to Momar the 

protection of the surety bond posted by Watcon.

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[28] On the other hand, if Watcon is not granted injunctive relief, it will suffer lost 

profits, lost customer goodwill, and lost benefit of its covenant not to compete. 

The evidence shows that Watcon has already suffered these losses due to the 

appropriation of its customers by Janowiak, on behalf of Momar, in violation of 

his covenant not to compete with Watcon. Watcon stands to lose further 

profits and goodwill from any additional Watcon customers Momar could 

obtain by continuing to solicit the remaining Watcon customers previously 

serviced by Janowiak when he was employed by Watcon. In fact, Farrar 

testified that he has continued to solicit Janowiak’s Watcon customers on 

Momar’s behalf and, unless ordered to stop, he would continue to do so. The 

trial court properly concluded the threatened injury to Watcon outweighs the 

potential harm to Momar if an injunction issued.

D. Public Interest

[29] Momar claims that the granting of the injunction disserves the public interest 

because it negatively impacted Momar’s service to its customers. Whether a 

particular covenant is against public policy is a question of law for the court to 

determine from all the circumstances. Robert’s Hair Designers, Inc., 780 N.E.2d 

858. In making this determination, we are mindful that there exists a very 

strong presumption of enforceability of contracts that represent the freely 

bargained agreement of the parties. Id. This presumption reflects the principle 

that it is in the best interest of the public not to unnecessarily restrict peoples’ 

freedom to contract. Id. Particularly, we recognize an employer’s right to 

contract to protect the goodwill of its business. Cohoon, 760 N.E.2d 190.

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[30] First, Momar maintains that the granting of the injunction disserves the public 

interest because it rendered Momar unable to service eight of its customers. 

Momar’s inability to service its customers is not a public interest but rather a 

private interest of Momar’s. Moreover, these eight customers are Watcon 

customers appropriated by Janowiak in violation of his non-compete agreement 

with Watcon. 

[31] Here we must pause to address a key misconception underlying the arguments 

in Momar’s brief to this Court. Momar argues that each of these eight 

customers was “secured by Momar (through Janowiak) before the November 

Injunction issued.” Appellant’s Br. p. 33. It appears from this statement that 

Momar believes that prior to the issuance of the November injunction, it was 

permissible for Janowiak to solicit his Watcon customers on behalf of Momar. 

This is not the case. Janowiak was prohibited from doing so by his noncompete agreement with Watcon. Momar completely dismisses the fact that 

Watcon had to obtain the November injunction to stop Janowiak from 

violating the non-compete agreement by soliciting Watcon customers. 

Therefore, the Watcon customers obtained by Janowiak and Momar prior to 

the issuance of the November injunction were obtained in violation of 

Janowiak’s non-compete agreement with Watcon.

[32] Furthermore, Momar created the situation of which it now complains by 

assisting Janowiak in breaching his non-compete agreement with Watcon. 

Once the November injunction issued, Momar transferred these accounts to 

Farrar for sales and servicing. It is a fundamental principle in Indiana that the 

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law will not permit persons to do indirectly, or through others, what he or she 

could not do directly him or herself. Norlund, 675 N.E.2d 1142. Here, Momar 

acted in concert with Janowiak to indirectly, or through Farrar, continue to 

solicit and service Janowiak’s Watcon customers because Janowiak is 

precluded from doing so himself by the non-compete agreement he entered into 

with Watcon. 

[33] In addition, Momar alleges that the granting of the injunction disserved the 

public interest because of Watcon’s chemical handling and labeling. At the 

March injunction hearing, Grabow testified to finding at one Watcon customer 

facility some jugs that were not labeled and a chemical label that, according to 

him, did not contain all of the information required by the Environmental 

Protection Agency (EPA). On cross-examination Grabow admitted that he had 

neither contacted Watcon about this, nor filed anything with the EPA.

[34] In light of all the evidence, an injunction in this case is not contrary to the 

public interest but rather furthers the public interest by recognizing an 

employer’s freedom to contract to protect the goodwill of its business and by 

not rewarding the type of behavior in which Momar engaged when it acted in 

concert with Janowiak to violate his non-compete agreement with Watcon. 

The trial court properly concluded that the public interest would not be 

disserved by the grant of a preliminary injunction against Momar.

2. Modification of Terms

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[35] Momar challenges the language of the preliminary injunction order, arguing 

that the trial court impermissibly modified the terms of paragraph 9 of the 

Agreement. Trial courts have full discretion to fashion equitable remedies that 

are complete and fair to all parties involved. Robert Neises Constr. Corp. v. Grand 

Innovations, Inc., 938 N.E.2d 1231 (Ind. Ct. App. 2010).

[36] Paragraph 9 of the Agreement provides:

9. The obligations imposed upon the Seller by Paragraph 2, and 

clause (A) of Paragraph 3 above, shall continue in effect 

regardless of the means or circumstances by which either this 

agreement or the active solicitation of orders in such territory 

may be terminated. For a period of two (2) years after the 

termination of this agreement, by mutual consent or otherwise, 

the Seller promises that he will not, directly or indirectly, solicit 

orders from the users of the Companys’ [sic] products in said territory, 

provided that, if the applicable law of such territory fixes a 

shorter period of restraint, such shorter applicable statutory 

limitation shall be deemed to fix the maximum limit of such 

restraint.

Appellant’s App. p. 78 (emphasis added). Paragraph 1 of the trial court’s order 

enjoining Momar in this action provides:

1. Defendant, Momar, Inc., is preliminarily enjoined through 

September 3, 2017, from taking any action whatsoever in concert 

or participation with Janowiak to generate or accept orders from any 

of the 53 Current Customers for products and/or services that compete 

with products and/or services provided by Watcon. The “53 Current 

Customers” is defined in Paragraph 20 of the Preliminary 

Findings of Fact contained in the Preliminary Injunction Order, 

and are listed on Exhibit “M-C” admitted into evidence at the 

Hearing on March 17, 2016. In addition, Momar, Inc., is 

preliminarily enjoined through September 3, 2017, from accepting 

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or filling orders from any of the 53 Current Customers for products 

and/or services that compete with the products and/or services provided 

by Watcon if Janowiak has at any time and in any way acted in 

concert or participation with Momar in soliciting business from 

that customer.

Id. at 108 (emphasis added).

[37] First, Momar questions the court’s use in its order of the terms “generate or 

accept” and “accepting or filling” because paragraph 9 of the Agreement uses 

the term “solicit.” Paragraph 9 of the Agreement states that Janowiak “will 

not, directly or indirectly, solicit.” The trial court’s language enjoining Momar

is encompassed by the language in paragraph 9. Whether Momar directly or 

indirectly solicits, generates, accepts, or fills an order for products, the end 

result is the same: Momar is selling to and/or servicing Janowiak’s Watcon 

customers in violation of Janowiak’s non-compete agreement with Watcon.

[38] Next, Momar asserts that the trial court improperly modified the terms of the 

Agreement by using “53 Current Customers” in its order instead of using the 

term “users” from paragraph 9 of the Agreement. As stated previously in our 

discussion, the evidence at the November injunction hearing showed 

Janowiak’s and Watcon’s understanding of the term “users,” as employed in 

paragraph 9 of the Agreement. Watcon presented evidence that the term 

“users” refers to Janowiak’s fifty-three active accounts that he was servicing at 

the time he left the company, and Janowiak did not contest this evidence. 

[39] Furthermore, at the March injunction hearing, Momar did not challenge this 

evidence either. Instead, Momar offered, and the trial court admitted, Exhibit 

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M-C, which is a list of the fifty-three Watcon customers being serviced by 

Janowiak at the time he left his employment with Watcon. Thus, all the parties 

demonstrated their familiarity with the fifty-three customers and their 

understanding that these customers are the “users” referred to in the 

Agreement. The trial court did not impermissibly modify the terms of the 

Agreement as a result of the language it used in its injunction order.

[40] Momar also alleges the trial court improperly added terms to the Agreement by 

enjoining Momar from accepting orders for products and services “that 

compete with products and/or services provided by Watcon.” Paragraph 9 of 

the Agreement simply says that Janowiak “will not, directly or indirectly, solicit 

orders from the users of the Companys’ [sic] products in said territory.”

[41] In a prior argument, Momar claimed that this terminology in paragraph 9 is 

overbroad because it forbids Janowiak from selling any products to customers 

of Watcon, including those products not in competition with a product of 

Watcon. See Section 1., A., supra. As we did previously, we again direct 

Momar to paragraph 2 of the Agreement, which states:

2. The Seller will attempt to find purchasers in such territory for 

such water treatment, water softening and other mechanical 

devices for the treatment of water and other products of the 

Company and to promote the business of the Company in 

conformity herewith and not to sell in such territory competitive 

products or to promote businesses in competition with the 

products and business of the Company. Nothing herein contained, 

however, shall be construed to prevent the Seller from selling and 

promoting products and business not competitive with those of the 

Company.

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Appellant’s App. p. 76 (emphasis added).

[42] The meaning of a contract is to be determined from an examination of all of its 

provisions, not from a consideration of isolated words, phrases, or paragraphs. 

Washel, 770 N.E.2d 902. Further, courts should construe the language in a 

contract by attempting to harmonize the provisions. State Farm Fire and Cas. 

Co., 984 N.E.2d 655.

[43] Reading the Agreement as a whole, paragraphs 9 and 2 make it clear that the 

Agreement limits the sale of competing products and/or services to Janowiak’s 

Watcon customers. Thus, the court did not improperly add terms to the 

Agreement as a result of the language it used in its order; rather, it properly 

stated the intent of the parties as evidenced by their Agreement.

[44] In light of the foregoing, we affirm the judgment of the trial court.

[45] Judgment affirmed.

Kirsch, J., and Altice, J., concur.

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