J-A25005-19

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

PFB MEMBERS’ SERVICE CORPORATION IN THE SUPERIOR COURT

OF PENNSYLVANIA

Appellee

v.

TODD A. ECKENROAD

Appellant No. 801 MDA 2019

Appeal from the Order Entered April 23, 2019

In the Court of Common Pleas of Cumberland County

Civil Division at No: 2019-02114

BEFORE: STABILE, J., MCLAUGHLIN, J., AND MUSMANNO, J.

MEMORANDUM BY STABILE, J. FILED APRIL 23, 2020

Appellant, Todd A. Eckenroad, an accountant, appeals from an order 

granting Appellee, PFB Members’ Service Corporation, a preliminary injunction 

enforcing a noncompete covenant1in Appellant’s employment agreement. 

The injunction decreed that for two years following Appellant’s resignation 

from Appellee, he could not provide accounting services to clients of Appellee 

whom he served during his final two years of employment, whether or not 

they continue to remain Appellee’s clients. The injunction was not limited to 

any geographic area. We hold that the court abused its discretion by imposing 

these terms in its order, and we vacate the preliminary injunction and remand 

this case for further proceedings. 

____________________________________________

1 Pennsylvania courts use the terms “noncompete covenant” and “restrictive 

covenant” interchangeably. We will use “noncompete covenant” in this 

opinion.
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On November 30, 2018, Appellant resigned from his position as an 

accountant for Appellee. On March 4, 2019, Appellee filed a civil action 

alleging that Appellant breached the noncompete covenant in his employment 

agreement. Two days later, Appellee filed a petition seeking a preliminary 

injunction against Appellant. On April 2, 2019, the trial court convened an 

evidentiary hearing on Appellee’s petition for injunctive relief.

On April 23, 2019, the trial court issued an opinion and order granting 

Appellee a preliminary injunction. The court found the following facts:

[Appellee] is a business organization with its principal office in 

Camp Hill, Cumberland County, Pennsylvania, that provides 

business services, primarily to Pennsylvania farmers, including 

accounting, payroll, and tax services.[2] [Appellant] is an adult 

individual residing in New Enterprise, Bedford County, 

Pennsylvania. From August 1, 2003, until November 30, 2018, 

when he left his employment with the title of senior account 

supervisor, [Appellant] was an at-will employee of [Appellee], and 

in the two years preceding his departure his assigned geographic 

territory was Bedford and Fulton Counties, Pennsylvania.

As an account supervisor, [Appellant]’s duties consisted of 

providing business and accounting services, including payroll and 

tax preparation services, to [Appellee]’s clients. Prior to his 

departure, he had been servicing 104 such clients, which was in 

excess of the average clientele of 75 serviced by the remaining 34 

account supervisors. Toward the end of 2018, [Appellee]

announced an increase in fees for its services, as well as a 

reduction in compensation to its account supervisors, effective 

____________________________________________

2 Appellee is not simply an accounting firm or tax preparer. It is a general 

farm membership organization that provides an array of services to its 

members. For an annual membership fee, members can access discounts on 

rental cars, hotels, supplies, as well as access to Appellee’s warehouse facility, 

which sells agricultural products. For an additional fee, members can 

purchase accounting services (including tax preparation) and business 

analysis. N.T., 4/2/19, at 33-34.
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January 1, 2019. The increase in fees precipitated a termination 

of their relationship with [Appellee] by a number of clients. By a 

letter dated November 16, 2018, [Appellant] advised [Appellee]

of his intention to leave his employment, indicating:

Because of the recent changes the company has 

decided to make, I can no longer continue my 

employment . . . . My last day will be November 30, 

2018. There is just no way my family and I can make 

it with the future loss of income that will be a result of 

the changes that have been made with the fee 

schedule and employee compensation package. I 

have already had clients leave and others that are 

planning to leave next year due to the fee increase. . 

. .

Please know that I was not considering this until I was 

put in a position of needing to make this very difficult 

decision for the welfare of my family. I want to part 

on good terms.

In leaving his position with [Appellee], [Appellant] did not advise 

any of [Appellee]’s clients in advance of his decision to do so. 

However, as of the hearing herein[,] 48 of the 104 clients he had 

been servicing had either cancelled or not renewed their 

relationship with [Appellee].

3

Shortly after leaving [Appellee]’s employment, [Appellant]

opened “Eckenroad Accounting Services,” which he operates out 

of his home in Bedford County, Pennsylvania, and which is 

“dedicated to providing accounting services to small businesses 

and individuals in the area.” Services offered include personal tax 

preparation, partnership tax preparation, corporate tax 

preparation, tax planning visits, payroll quarterlies preparation, 

W-2 & 1099 preparation, and a free initial consultation.

____________________________________________

3 This appears to be a minor misstatement. Based on our review of the 

preliminary injunction hearing transcript, we think the trial court meant to say 

that the number of Appellee’s clients in Bedford and Fulton Counties dropped 

from 104 to 48 after Appellant’s resignation. Thus, 56 of Appellee’s clients 

cancelled or declined to renew their memberships, not 48.
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In assembling a clientele for his new business, which appears to 

be largely oriented toward preparation of tax returns and does not 

provide business consulting services, [Appellant] did not solicit or 

accept any clients of [Appellee] who remained with [Appellee].

However, he did accept about 20 former clients who had chosen 

to terminate their relationship with [Appellee].

The [July 22,] 2003 employment agreement executed by the 

parties contemplated [Appellant]’s provision of “farm 

management counseling and tax reporting services to clients of 

[Appellee] in accordance with the procedures established from 

time to time by [Appellee] and under the supervision and direction 

of [Appellee].” It indicated that [Appellant] would “be 

compensated in accordance with an Incentive Wage Program as 

established and amended from time to time by [Appellee] which 

[was to] be based upon, but not limited to, factors such as length 

of service, net gross revenue produced from accounts served, and 

other performance based upon standards to be determined by 

[Appellee].”

The noncompete provision contained in [paragraph 6 of] the 

employment agreement provided, in pertinent part, as follows:

B. Employee hereby provisions and agrees with 

Employer that, during the “Noncompete Period” and 

within the “Noncompete Area,” Employee shall not 

directly or indirectly, either as an employee, 

employer, consultant, agent, principal, partner, 

stockholder, corporate officer, director, or in any other 

individual or representative capacity, engage in or 

participate in any business which provides any goods 

or services competitive in any way with the goods and 

services provided by Employee for Employer under 

this Agreement nor shall Employee, directly or 

indirectly, solicit the business of any 

customers/clients of the Employer or perform 

for such customers or clients, nor solicit the 

performance, neither in person nor through any other 

entity with which he/she is associated, any of the 

services of the nature of those performed by 

Employee for Employer.

C. The “Noncompete Period” shall commence on the 

date hereof and terminate two (2) years after 
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expiration or termination of Employee’s employment 

with Employer under this Agreement. The 

“Noncompete Area” shall be the geographic 

territory or territories assigned to Employee in 

the last two (2) years of his/her employment 

with Employer and shall be limited only to PFB 

members in said territory or territories . . .

Trial Court Opinion, 4/23/19, at 1-3 (emphasis added).

The trial court did not mention another provision in the noncompete 

covenant. Paragraph 6(E) states:

E. All parties hereto acknowledge the necessity of 

protection against the competition of the Employee 

and that the nature and scope of such protection has 

been carefully considered by the parties. Any 

geographic area covered is expressly acknowledged 

and agreed to be fair, reasonable and necessary. In 

the event any covenant in this paragraph . . . is held 

to be illegal, invalid or unenforceable because of the . 

. . geographic area covered thereby, or otherwise, the 

parties agree that the tribunal making such 

determination shall have the power to reduce . . . the 

area and/or other provisions of any such covenant to 

the maximum permissible and to include as much of 

its nature and scope as to render it enforceable, and 

in its reduced form said covenant shall be valid, legal 

and enforceable.

Employment Agreement, ¶ 6(E).

Appellee’s Human Resource Director, Kerri Zeigler, testified that 

Appellant serviced clients in Blair County as well as Bedford and Fulton 

Counties, and subsequent to Appellant’s resignation, Appellee’s clientele in 

Bedford, Fulton and Blair Counties fell from 104 to 48. Notes of Testimony, 

Hearing (“N.T.”), 4/2/19, at 21. Zeigler asserted that a fifty percent reduction 

in clients was unusual, and anything more than a ten percent reduction in 
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clients following an employee’s departure “would stand out.” Id. at 28. The 

loss of clients, said Zeigler, cost Appellee $87,985.00 in fees and $21,446.82 

in refunds. Id. at 23-24. In January 2019, Zeigler learned that Appellant 

went into business for himself and had his own website. Id. at 28. Appellant 

did not dispute that he had his own website when counsel for Appellee referred 

to it during his testimony. Id. at 57.

Appellant testified that his assigned territory for Appellee included 

Bedford and Fulton Counties, but not Blair County. Id. at 73. The trial court 

accepted Appellant’s testimony on this point as true. Trial Court Opinion,

4/23/19, at 1. Appellant admitting preparing tax returns for seventeen of 

Appellee’s former clients after he left Appellee. N.T., 4/2/19, at 58-71. 

The noncompete covenant, Appellant argued, prohibits him only from 

soliciting or servicing persons who continue to remain Appellee’s clients, but 

it did not bar him from servicing persons who are no longer clients of Appellee 

and who approached him after he left Appellee. Appellant’s Brief in Opposition 

to Appellee’s Petition for Preliminary Injunction, 4/17/19, at 8-9. Appellant 

testified that (1) none of the twenty or so clients in question are currently 

clients of Appellee; (2) he never approached them about becoming his clients; 

(3) before leaving Appellee, he never told any of his clients that he was 

leaving; (4) after leaving, he did not solicit business from any client of 

Appellee; (5) the first question he asks anyone who approaches him is 

whether he is a current client of Appellee; and (6) if the person answers 
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affirmatively, he responds that he cannot serve him for two years. N.T., 

4/2/19, at 73-75.

On April 23, 2019, the court held that the noncompete covenant was 

enforceable in part, stating:

[A] number of factors militate against a full application of the 

restrictive covenant as drafted against [Appellant] at this 

preliminary stage of the case when [Appellee]’s evidence is tested 

by the prerequisites for a preliminary injunction, including the 

likelihood of ultimate success. First, [Appellant]’s termination of 

employment was arguably involuntary and without fault on his 

part, in the sense that it resulted from policy changes made by 

[Appellee] which rendered his continued employment 

economically unfeasible.

Second, while [Appellant]’s accounting business is in part 

competitive, with [Appellee]’s operation, it appears to be more of 

a typical small tax preparation service than a multi-service 

business consultant for agricultural enterprises. Third, the effect 

of a two year proscription on [Appellant]’s participation in his 

home county “in any business which provides any . . . services 

competitive in any way with the . . . services provided” under the 

agreement, however minuscule the degree of competition, would 

dramatically affect [Appellant]’s ability to practice his profession 

without a proportional benefit to [Appellee].

On the other hand, it does appear to the court that [Appellee] is 

likely to prevail on the issue of whether [Appellant]’s covenant of 

accounting services to clients of [Appellee] he served in the last 

two years of his employment is enjoinable pursuant to a 

reasonable application of the covenant not to compete. In this 

regard, the loss of these clients is not insignificant to [Appellee], 

and it is not unreasonable to attribute it in part to the availability 

of [Appellant]’s accounting practice in the prohibited geographic 

area.

Trial Court Opinion, 4/23/19, at 6. The court entered a preliminary injunction 

prohibiting Appellant “from providing accounting services to clients he served 
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on behalf of [Appellee] during the last two years of his employment with 

[Appellee], for the period prescribed in the parties’ employment agreement 

dated July 22, 2003.” Id. at 6-7.

Appellant timely appealed to this Court pursuant to Pa.R.A.P. 311(a)(4), 

which permits automatic appeals from orders granting injunctions except in 

circumstances not relevant here. Both Appellant and the trial court complied 

with Pa.R.A.P. 1925. The trial court wrote in its Rule 1925 opinion:

To the extent that [Appellant] . . . maintains that the court 

expanded the restrictive covenant at issue beyond its terms by 

disregarding the non-compete area and including clients who were 

not currently clients of [Appellee], the court would suggest that 

the preliminary injunction issued was far narrower than the 

covenant authorized. The evidence at the hearing tended to show 

that [Appellant] was operating an accounting business in Bedford 

County, Pennsylvania, which was in the non-compete area and 

was providing goods and services “competitive in any way with 

the goods and services provided” by him under the employment 

agreement. The first portion of the covenant not to compete 

contained an absolute prohibition on such a business, but the 

preliminary injunction issued limited its effect to service by the 

business of [Appellant]’s former clients within the prescribed 

period.

Pa.R.A.P. 1925 Opinion, 5/23/19, at 2.

Appellant raises three issues in this appeal:

1. The noncompete [covenant] in this case is limited to certain 

counties and only applies to active members of PFB in those 

counties. Should this Court dissolve a preliminary injunction that 

enjoins [Appellant] from earning a living by serving former clients 

regardless of his geographic location, the former clients’

geographic location, and the former clients’ membership status 

with Appellee?

2. The noncompete [covenant] in this case is limited to only “PFB 

members.” There is no evidence that [Appellant] has ever served 
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a client that was a PFB member at the time. Should this Court 

reverse the trial court and dissolve the preliminary injunction?

3. Under Pennsylvania law, noncompete contracts are construed 

strictly and against the employer. To the extent the phrase “PFB 

members” in the noncompete [covenant] is ambiguous as to 

whether it includes only current members or also former 

members, should that ambiguity be resolved in [Appellant]’s 

favor?

Appellant’s Brief at 5. We agree with Appellant that the trial court abused its 

discretion by omitting any geographical restriction from the injunction and by 

prohibiting Appellant from representing Appellee’s former clients. 

The purpose of a preliminary injunction is to preserve the status quo

that existed before the acts complained of and thereby prevent irreparable 

injury. Santoro v. Morse, 781 A.2d 1220, 1229 (Pa. Super. 2001). The 

moving party must satisfy six requisites in order to obtain a preliminary 

injunction: (1) an injunction is necessary to prevent immediate and 

irreparable harm that cannot be adequately compensated by damages; 

(2) greater injury would result from refusing an injunction than from granting 

it, and, concomitantly, issuance of an injunction will not substantially harm 

other interested parties in the proceedings; (3) a preliminary injunction will 

properly restore the parties to their status as it existed immediately prior to 

the alleged wrongful conduct; (4) the moving party is likely to prevail on the 

merits; (5) the injunction is reasonably suited to abate the offending activity; 

and (6) an injunction will not harm the public interest. Summit Towne 

Centre, Inc. v. Shoe Show of Rocky Mount, Inc., 828 A.2d 995, 1001 (Pa. 
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2003). We review orders granting preliminary injunctions for abuse of 

discretion. Id. at 1000. “We do not inquire into the merits of the controversy, 

but only examine the record to determine if there were any apparently 

reasonable grounds for the action of the court below.” Id. “Only if it is plain 

that no grounds exist to support the decree or that the rule of law relied upon 

was palpably erroneous or misapplied will we interfere with the decision of the 

[trial court].” Id. This standard of review is “highly deferential.” Duquesne 

Light Company v. Longue Vue Club, 63 A.3d 270, 275 (Pa. Super. 2013).

Contract interpretation is a question of law, so our review of the trial 

court’s construction of contract language is de novo and our scope of review 

is plenary. Maisano v. Avery, 204 A.3d 515, 520 (Pa. Super. 2019). The 

fundamental rule in construing a contract is to ascertain and give effect to the 

intent of the contracting parties. Id. 

When interpreting agreements containing clear and unambiguous 

terms, we need only examine the writing itself to give effect to 

the parties’ intent. The language of a contract is unambiguous if 

we can determine its meaning without any guide other than a 

knowledge of the simple facts on which, from the nature of the 

language in general, its meaning depends. When terms in a 

contract are not defined, we must construe the words in 

accordance with their natural, plain, and ordinary meaning. As 

the parties have the right to make their own contract, we will not 

modify the plain meaning of the words under the guise of 

interpretation or give the language a construction in conflict with 

the accepted meaning of the language used.

Profit Wize Marketing v. Wiest, 812 A.2d 1270, 1274-75 (Pa. Super.

2002). Moreover, “clauses in a contract should not be read as independent 

agreements thrown together without consideration of their combined effects. 
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Terms in one section of the contract, therefore, should never be interpreted 

in a manner which nullifies other terms in the same agreement.” Dominic’s, 

Inc. v. Tony’s Famous Tomato Pie Bar & Restaurant, Inc., 219 A.3d 259, 

269 (Pa. Super. 2019). 

Contract principles apply to employment agreements, Profit Wize, 812 

A.2d at 1274-75, and, more particularly, to noncompete covenants within 

employment agreements. Missett v. Hub Inter. Pennsylvania, LLC, 6 A.3d 

530, 541 (Pa. Super. 2010). In construing a noncompete covenant, “[c]ourts 

do not assume that a contract’s language was chosen carelessly, nor do they 

assume that the parties were ignorant of the meaning of the language they 

employed. When a writing is clear and unequivocal, its meaning must be 

determined by its contents alone.” Synthes USA Sales, LLC v. Harrison, 

83 A.3d 242, 250 (Pa. Super. 2013). “[I]t is not the function of this Court to 

re-write it, or to give it a construction in conflict with . . . the accepted and 

plain meaning of the language used.” Id. at 250-51.

Noncompete covenants in employment agreements allow employers to 

prevent employees and agents from learning their business practices and then 

moving into competition with them. Hess v. Gebhard & Co., 808 A.2d 912, 

918 (Pa. 2002). This enables employers to protect their legitimate business 

interests, client base, good will and investments in employees. WellSpan 

Health v. Bayliss, 869 A.2d 990, 996 (Pa. Super. 2005). If an employee’s 

conduct falls within the four corners of a noncompete covenant, several other 
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conditions must be satisfied for that covenant to be enforceable. Specifically, 

the covenant must be (1) ancillary to the employment relationship,

(2) reasonably necessary for the protection of the employer, and (3) 

reasonable in duration and geographic reach. Missett, 6 A.3d at 538. The 

covenant is reasonably limited if it is “within such territory and during such 

time as may be reasonably necessary for the protection of the employer . . . 

without imposing undue hardship on the employee.” Morgan’s Home 

Equipment Corp. v. Martucci, 136 A.2d 838, 844 (Pa. 1957). Postemployment restrictive covenants

are subject to a more stringent test of reasonableness . . . . This 

heightened scrutiny stems from a historical reluctance on the part 

of our courts to enforce any contracts in restraint of free trade, 

particularly where they restrain an individual from earning a living 

at his trade. This close scrutiny also stems from our recognition 

of the inherently unequal bargaining positions of employer and 

employee when entering into such agreements. The 

determination of whether a post-employment restrictive covenant

is reasonable, and therefore enforceable, is a factual one which 

requires the court to consider all the facts and circumstances. A 

restrictive covenant found to be reasonable in one case may be 

unreasonable in others.

Insulation Corp. of America v. Brobston, 667 A.2d 729, 733–34 (Pa. 

Super. 1995). 

The first issue raised by Appellant is whether the trial court abused its 

discretion by refusing to include any geographic limitation in the injunction. 

We hold that it did, because the plain language of the noncompete covenant 

did not authorize an injunction without any geographic limitation against 
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Appellant. Such an injunction not only was far broader than was necessary to 

protect Appellee’s interests, but it also was overly harmful to Appellant.

The plain language of the noncompete covenant compels this outcome. 

Paragraph 6B of the noncompete provision prohibits Appellant from competing 

with Appellee during the “Noncompete Period” and within the “Noncompete 

Area”. The “Noncompete Area” is defined as the geographic area assigned to 

Appellant in the last two (2) years of employment, id., a limitation that the 

parties “expressly acknowledged and agreed to be fair, reasonable and 

necessary”, Employment Agreement, ¶ 6(E). The court credited Appellant’s 

testimony that his assigned territory during his final two years of employment 

was Bedford and Fulton Counties. Under the plain language of paragraphs 

6(B), (C) and (E), the court should have limited any injunction to these 

counties. Synthes USA Sales, LLC, 83 A.3d at 250. The covenant did not 

authorize the court to impose an injunction without any geographic limitation. 

Id. In addition, the geographic scope of the injunction was improper because 

it was far broader than necessary to protect Appellee’s interests, Missett, 6 

A.3d at 538, and posed an undue hardship on Appellant’s ability to earn a 

living. Morgan’s Home Equipment Corp., 136 A.2d at 844. Stated in terms 

of the six-part Summit Towne Centre test, Appellee is not likely to prevail 

on the merits of this issue (prong 4), an injunction without any geographic 

limitation is not reasonably tailored to abate any offending activity (prong 5), 
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and such an injunction will substantially harm Appellant’s interests (prong 2). 

Id., 828 A.2d at 1001.

Next, Appellant argues that the trial court abused its discretion by 

prohibiting him from servicing individuals and entities who no longer are 

clients of Appellee. We agree, based on our review of paragraphs 6(B) and 

(C) of the noncompete covenant and the evidence of record. 

Paragraph 6(B) provides that for two years following the end of 

employment, Appellant cannot solicit the business or perform services for 

Appellee’s “customers/clients” within the “Noncompete Area” that are “of the 

nature” of the services he performed for Appellee. Paragraph 6(C) provides

that the Noncompete Area shall be limited to “PFB members.” Construing 

these provisions in combination, as the law requires us to do, Dominic’s, 

Inc., 219 A.3d at 269, we think it clear that “customers/clients” is 

synonymous with “PFB members.” Moreover, the plain meaning of the terms 

“clients,” “customers” and “members” is current, existing clients, customers 

and members. Without the modifier “former”, these terms do not encompass 

past clients, customers or members. Had the parties intended to extend these 

terms to former clients, customers, or members, they would have expressly 

included “former” in the text. Stated more simply, one cannot be a 

customer/client of Appellee if they no longer are PFB members. Thus, 

Appellant is free to provide services to former customers, clients or members
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of Appellee, i.e., customers, clients or members who left Appellee while 

Appellant was still employed by Appellee.4

Appellant’s unrebutted testimony shows that he complied with the 

noncompete covenant by not soliciting or performing services for Appellee’s 

current clients or customers that are PFB members within his formerly 

assigned territory after leaving Appellee. After leaving Appellee, Appellant did 

not solicit business from Appellee’s clients or customers, and he only accepted 

business from Appellee’s former clients or customers who decided, on their 

own, to approach him following his departure from Appellee. Before accepting 

their business, he made sure they were not current clients or customers of 

Appellee. 

Therefore, the injunction against representing former clients and 

customers violates both prong 4 of the Summit Towne Centre test, since 

Appellee is not likely to prevail on this issue in later proceedings, and prong 

5, since it is not reasonably tailored to abate any offending activity.

The trial court attempted to justify issuance of its preliminary injunction 

against servicing former clients of Appellee without any geographic limitation 

____________________________________________

4 Although we cannot locate any Pennsylvania decision on point, multiple other 

jurisdictions have held that noncompete covenants that purport to apply to all 

past clients are unreasonable because they are “so broad[] as to prohibit 

seemingly harmless conduct.” Seach v. Richards, Dieterle & Co., 439 

N.E.2d 208, 214 (Ind. App. 1982); Leon M. Reimer & Co., P.C. v. Cipolla, 

929 F. Supp. 154, 159 (S.D.N.Y. 1996) (collecting cases). 
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by “suggest[ing] that the preliminary injunction issued was far narrower than 

the covenant authorized.” Pa.R.A.P. 1925 Opinion, 5/23/19, at 2. We 

disagree, because the covenant did not authorize the terms of the injunction. 

The law requires that when the meaning of a noncompete covenant is clear, 

the court must assume that the parties mean what they say and enforce the 

covenant in accordance with its plain meaning. Synthes USA Sales, LLC, 83 

A.3d at 250-51. In this case, the plain meaning of the noncompete covenant 

limited its reach for two (2) years after Appellant left Appellee’s employment 

to current clients of Appellee within Fulton and Bedford Counties. The court 

abused its discretion by disregarding the plain meaning of the noncompete 

covenant and enjoining Appellant from servicing Appellee’s former clients 

without geographic limitation. 

Accordingly, we reverse the order below and remand for further 

proceedings.5

Order reversed. Case remanded for further proceedings in accordance 

with this memorandum. Jurisdiction relinquished.

____________________________________________

5

In his third argument, Appellant requests that we construe any ambiguity in 

the noncompete covenant in his favor. We need not address this argument 

because we have determined that the pertinent provisions of the noncompete 

covenant are clear and unambiguous.
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Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 04/23/2020