J-A19004- 14

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37 DISKRITER, INC., A PENNSYLVANIA CORPORATION AND JOANSVILLE HOLDINGS, INC., A NEW JERSEY CORPORATION, IN THE SUPERIOR COURT OF PENNSYLVANIA

Appellants

v. RANDY A. BAKER, AN INDIVIDUAL AND KEYSTROKES TRANSCRIPTION SERVICE, INC., AN ILLINOIS CORPORATION, Appellees No. 524 WDA 2013

Appeal from the Order Entered March 14 , 2013 In the Court of Common Pleas of Allegheny County Civil Division at No(s): GD 12-14952
BEFORE: BENDER, P.J.E., OLSON, J., and FITZGERALD, J. * MEMORANDUM BY BENDER, P.J.E.: FILED AUGUST 1, 2014 Appellants, Diskriter Inc. (Diskriter) and Joansville Holdings, Inc. (Joansville), appeal from the order entered in favor of Appellees, Randy A. Baker (Baker) and Keystrokes Transcription Service, In c. (Keystrokes) in this case. The order denied Diskriter and Joansville perm anent injunctive relief, which sought to end Baker’s employment at Keystrokes an d prevent Baker from soliciting any of Diskriter’s customers. Appellants a llege the trial court erred in finding that the noncompetition agreement t hey brought suit to

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* Former Justice specially assigned to the Superior Court

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enforce was superseded by a subsequent agreement. Afte r careful review, we affirm. The facts adduced in the trial court are as follows. Joa nsville acquired Diskriter pursuant to a stock purchase agreement (SPA) on May 7, 2010. 1 A “Confidentiality, Non -Solicitation, and Nonc ompetition Agreement” (SPA noncompete) was executed in conjunction with the S PA. Baker, the former President and Chief Executive Officer of Diskrit er, was a party to an employment agreement with Diskriter. Following execu tion of the SPA and the SPA noncompete, Baker executed an agreement termi nating his existing employment agreement with Diskriter. He then entere d into a new employment agreement (new employment agreement) wit h Diskriter. This new employment agreement contained noncompetition and nonsolicitation covenants, as well as an integration clause that stated, “ [t]his Agreement constitutes the entire agreement between the parties re lated to the subject matter hereof, and supersedes all prior agreements or u nderstandings pertaining to the subject m atter hereof ....” Trial Court Opinion (TCO) at 5 (citing new employment agreement). Some time later, Baker’s employment at Diskriter end ed, and he began employment at Keystrokes. In that capacity, he successfully solicited work from one of Diskriter’s cli ents. Diskriter and Joansville brought suit

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1 At that time, the entirety of Diskriter’s stock was own ed by Diskriter Holding Company, Inc. (DHC).J-A19004- 14

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against Baker and Keystrokes, alleging that Baker wa s in violation of the SPA noncompete. Appellants have not alleged in this case that Baker was in violation of the new employment agreement. The trial court held an evidentiary hearing on Febr uary 1, 2013. On March 14, 2013, the trial court entered an order deny ing Appellants injunctive relief. Appellants filed a timely notice o f appeal, and a timely R.A.P. 1925(b) concise statement of errors complained of on appeal. They now present the following issues for our review:
1. Whether the [t]rial [c]ourt erred in holding that Ap pellants “have failed to prove a clear right to relief, and as such permanent injunctive relief cannot be granted”? 2. Whether the [t]rial [c]o urt erred in holding that if the “[Five

year] SPA Non-compete had bound Baker, it would be a n agreement between Baker and Diskriter/Joansville?” 3. Whether the [t]rial [c]ourt erred in holding that th e five-year covenant not to compete that was implemented as part o f the purchase of Diskriter, Inc. fell withing the same “subje ct matter” as the two -year covenant not to compete that was part of [] Baker’s Employment Agreement, and theref ore, whether the two-year covenant not to compete superseded the five-year covenant not to compete? Appellants’ brief at 4. “To prevail in a claim for a permanent injunction, the plaintiff must prove a ‘clear right to relief.’” Wellspan Health v. Bayliss , 869 A.2d 900, 995 (Pa. Super. 2005). Our standard of review on a ppeal in cases involving permanent injunctions is limited to whether the court committed an error of law in denying the injunction. Buffalo Township v. James , 813 A.2d 659, 664 n. 4 (Pa. 2002). Moreover, in cases tried withou t a jury, our review isJ-A19004- 14

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limited to a determination of whether the findings o f the trial court are supported by competent evidence and whether t he trial court committed error in the application of law. Findi ngs of the trial judge in a non-jury case must be given the same weight and effect on appeal as a verdict of a jury and will n ot be disturbed on appeal absent error of law or abuse of di scretion. When this Court reviews the findings of the trial judg e, the evidence is viewed in the light most favorable to the victorious party below and all evidence and proper inferences fav orable to that party must be taken as true and all unfavorable inferences rejected. Anderson v. Litke Family Ltd. Partnership , 748 A.2d 737, 739 (Pa. Super. 2002). Here, the trial court reviewed the text of the agree ments at issue, and heard testimony regarding the drafting of the agreem ents. At the close of testimony, the trial court found that the new employm ent agreement, through its integration clause, superseded any prior a greements between Baker and Appellants regarding noncompetition and non solicitation. Consequently, the trial court found that Appellants ha d failed to establish a clear right to injunctive relief pursuant to the SPA noncompete. Appellants now ask us to re- visit the trial court’s findings of fact, alleging that the trial court misinterpreted the text of the agreements with regard to certain terms such as “[a]ffiliate” and “subject m atter.” Thus, Appellants claim that the new employment agreement d id not supersede the SPA noncompete, and that the SPA noncompete remains en forceable against Baker.J-A19004- 14

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We note that the plain language of the new employme nt agreement states that it “supersedes all prior agreements or understanding s pertaining to the

s ubject matter hereof.” TCO at 5 (citing new employmen t agreement). Moreover, the new employment agreement contains noncom petition and nonsolicitation covenants. Therefore, the trial cour t’s finding that the SPA noncompete was superseded by the new employment agr eement is supported by the record. Given our standard of review , we may not disturb the findings of the trial court in the instant case be cause they are supported by the evidence of record. Accordingly, we conclude that the trial court did not commit an error of law determining that Appella nts failed to demonstrate a clear right to relief. Order affirmed. Olson, J., concurs in the result. Fitzgerald, J., concurs in the result. Judgment Entered.

Joseph D. Seletyn, Esq. Prothonotary

Date: 8/1/2014