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NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37 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, Inc. (Keystrokes) in this 

case. The order denied Diskriter and Joansville permanent injunctive relief, 

which sought to end Baker’s employment at Keystrokes and prevent Baker 

from soliciting any of Diskriter’s customers. Appellants allege the trial court 

erred in finding that the noncompetition agreement they brought suit to 

____________________________________________ 

*

 Former Justice specially assigned to the Superior Court. 
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enforce was superseded by a subsequent agreement. After careful review, 

we affirm. 

 The facts adduced in the trial court are as follows. Joansville 

acquired Diskriter pursuant to a stock purchase agreement (SPA) on May 7, 

2010.1

 A “Confidentiality, Non-Solicitation, and Noncompetition Agreement” 

(SPA noncompete) was executed in conjunction with the SPA. Baker, the 

former President and Chief Executive Officer of Diskriter, was a party to an 

employment agreement with Diskriter. Following execution of the SPA and 

the SPA noncompete, Baker executed an agreement terminating his existing 

employment agreement with Diskriter. He then entered into a new 

employment agreement (new employment agreement) with 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 related to the subject 

matter hereof, and supersedes all prior agreements or understandings 

pertaining to the subject matter hereof ....” Trial Court Opinion (TCO) at 5 

(citing new employment agreement). 

Some time later, Baker’s employment at Diskriter ended, and he 

began employment at Keystrokes. In that capacity, he successfully solicited 

work from one of Diskriter’s clients. Diskriter and Joansville brought suit 

____________________________________________ 

1 At that time, the entirety of Diskriter’s stock was owned by Diskriter 

Holding Company, Inc. (DHC). 
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against Baker and Keystrokes, alleging that Baker was 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 February 1, 2013. On 

March 14, 2013, the trial court entered an order denying Appellants 

injunctive relief. Appellants filed a timely notice of 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 Appellants 

“have failed to prove a clear right to relief, and as such 

permanent injunctive relief cannot be granted”?

2. Whether the [t]rial [c]ourt erred in holding that if the “[Fiveyear] SPA Non-compete had bound Baker, it would be an 

agreement between Baker and Diskriter/Joansville?”

3. Whether the [t]rial [c]ourt erred in holding that the five-year 

covenant not to compete that was implemented as part of the 

purchase of Diskriter, Inc. fell withing the same “subject 

matter” as the two-year covenant not to compete that was 

part of [] Baker’s Employment Agreement, and therefore, 

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 appeal 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 without a jury, our review is 
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limited to a determination of whether the findings of the trial 

court are supported by competent evidence and whether the trial 

court committed error in the application of law. Findings 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 not be 

disturbed on appeal absent error of law or abuse of discretion. 

When this Court reviews the findings of the trial judge, the 

evidence is viewed in the light most favorable to the victorious 

party below and all evidence and proper inferences favorable 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 agreements at issue, and 

heard testimony regarding the drafting of the agreements. At the close of 

testimony, the trial court found that the new employment agreement, 

through its integration clause, superseded any prior agreements between 

Baker and Appellants regarding noncompetition and nonsolicitation. 

Consequently, the trial court found that Appellants had 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 matter.” Thus, 

Appellants claim that the new employment agreement did not supersede the 

SPA noncompete, and that the SPA noncompete remains enforceable against 

Baker. 
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We note that the plain language of the new employment agreement states 

that it “supersedes all prior agreements or understandings pertaining to the 

subject matter hereof.” TCO at 5 (citing new employment agreement).

Moreover, the new employment agreement contains noncompetition 

and nonsolicitation covenants. Therefore, the trial court’s finding that the 

SPA noncompete was superseded by the new employment agreement is 

supported by the record. Given our standard of review, we may not disturb 

the findings of the trial court in the instant case because they are supported 

by the evidence of record. Accordingly, we conclude that the trial court did 

not commit an error of law determining that Appellants 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