This opinion will be unpublished and

may not be cited except as provided by

Minn. Stat. § 480A.08, subd. 3 (2014).

STATE OF MINNESOTA

IN COURT OF APPEALS

A15-0084

Advance Contract Equipment and Design LC,

d/b/a, Rapids Foodservice Contract and Design,

Respondent,

vs.

Kevin LaMere,

Appellant,

Horizon Equipment LLC,

Defendant

Filed August 31, 2015

Affirmed

Stauber, Judge

Ramsey County District Court

File No. 62-CV-14-7506

Mark K. Thompson, Andrea L. Nemmers, MKT Law, P.L.C., St. Paul, Minnesota (for 

respondent)

Kevin LaMere, Fridley, Minnesota (pro se appellant)

Considered and decided by Stauber, Presiding Judge; Schellhas, Judge; and 

Bjorkman, Judge. 

U N P U B L I S H E D O P I N I O N

STAUBER, Judge

On appeal from the district court’s grant of a temporary injunction in favor of 

respondent, appellant, a former employee of respondent, argues that the district court 
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abused its discretion by granting the injunction because respondent (1) would not suffer 

irreparable harm in the absence of an injunction and (2) is not likely to succeed on the 

merits of its non-compete claim against appellant. We affirm. 

FACTS

Respondent Advance Contract Equipment and Design, L.C., d/b/a Rapids 

Foodservice Contract and Design (Rapids) is an Iowa limited liability company, which 

operates throughout the country, including Minnesota, distributing foodservice equipment 

and supplies. In October 2011, appellant Kevin LaMere began working for Rapids as a

Minnesota sales representative. As a condition of his employment, LaMere signed a 

noncompete/nondisclosure agreement (agreement). The agreement precludes LaMere from 

using or disclosing Rapids’s confidential information, and further precludes him from 

working for a competitor of Rapids in Minnesota and several other states for a period of one 

year following his termination of employment with Rapids. 

Shortly after beginning his employment with Rapids, LaMere developed concerns 

about his employer’s business practices. LaMere, who has over 30 years of experience in 

the foodservice industry, eventually began to look for other employment because he was 

concerned that Rapids’s business practices would affect his ability to make “key sales.” On 

October 17, 2014, LaMere received an employment offer from defendant Horizon 

Equipment, LLC, a direct competitor of Rapids in LaMere’s sales territory. LaMere 

accepted the offer, resigned from his position at Rapids on October 21, 2014, and began 

working for Horizon as a sales representative the following day. 
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Rapids brought suit against LaMere and Horizon alleging breach of contract, tortious 

interference with contracts, and tortious interference with economic advantage. Rapids 

alleged that LaMere took with him to Horizon certain confidential information as defined by 

the agreement. Rapids also alleged that LaMere used this confidential information in his 

new job with Horizon to directly compete with Rapids in the foodservice equipment sales 

business in the greater Twin Cities metro area.

Shortly after filing suit, Rapids moved for a temporary restraining order against 

LaMere and Horizon, seeking compliance with the agreement. The district court treated the 

motion as one for a temporary injunction and held a hearing. At the hearing, Rapids limited 

the scope of its requested temporary injunction, seeking to preclude LaMere from 

competing in the “Twin Cities seven-county metropolitan area only, rather than the full 

scope outlined in the agreement itself.” The district court granted the motion, enjoining 

LaMere from “working in the field of restaurant equipment and supply sales in the sevencounty metropolitan area of the Twin Cities region.” The district court also ordered that the 

injunction would “remain in effect until further order or until completion of a trial on the 

merits.” LaMere appeals.

D E C I S I O N

“A temporary injunction is an extraordinary equitable remedy that preserves the 

status quo pending a trial on the merits.” Cent. Lakes Educ. Ass’n v. Indep. Sch. Dist. No. 

743, Sauk Ctr., 411 N.W.2d 875, 878 (Minn. App. 1987), review denied (Minn. Nov. 13, 

1987). The district court has broad discretion to grant or deny a temporary injunction, 

and we will reverse only for an abuse of that discretion. Carl Bolander & Sons Co. v. 
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City of Minneapolis, 502 N.W.2d 203, 209 (Minn. 1993). A district court’s findings 

regarding entitlement to injunctive relief will not be set aside unless clearly erroneous. 

LaValle v. Kulkay, 277 N.W.2d 400, 402 (Minn. 1979).

“A party seeking an injunction must first establish that the legal remedy is 

inadequate and that the injunction is necessary to prevent great and irreparable injury.” 

City of Mounds View v. Metro. Airports Comm’n, 590 N.W.2d 355, 357 (Minn. App. 

1999). Once a party has established irreparable harm, the district court must consider 

five factors before issuing an injunction to prevent injury. Id. at 357-58. These factors 

include: (1) the relationship of the parties; (2) the relative harm to the parties if the 

injunction is or is not granted; (3) the likelihood of success on the merits; (4) public 

policies expressed in statutes; and (5) the administrative burdens in supervising and 

enforcing the decree. Dahlberg Bros., Inc. v. Ford Motor Co., 272 Minn. 264, 274-75, 

137 N.W.2d 314, 321-22 (1965). LaMere challenges the district court’s findings with 

respect to (a) the threshold issue of irreparable harm, and (b) the third Dahlberg factor, 

Rapids’s likelihood of success on the merits. 

I. Irreparable harm

“An injunction will not issue to prevent an imagined injury which there is no 

reasonable ground to fear. The threatened injury must be real and substantial.” 

Hollenkamp v. Peters, 358 N.W.2d 108, 111-12 (Minn. App. 1984) (quoting AMF 

Pinspotters, Inc. v. Harkins Bowling, Inc., 260 Minn. 499, 504, 110 N.W.2d 348, 351 

(1961)). To be granted an injunction, the moving party must offer more than a “mere 

statement that it is suffering or will suffer irreparable injury.” Carl Bolander & Sons, 
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502 N.W.2d at 209. Money damages are generally not independently sufficient to 

provide a basis for injunctive relief. Miller v. Foley, 317 N.W.2d 710, 713 (Minn. 1982). 

Failure to show irreparable harm is, by itself, a sufficient ground for denying a temporary 

injunction. Morse v. City of Waterville, 458 N.W.2d 728, 729 (Minn. App. 1990), review 

denied (Minn. Sept. 28, 1990). 

The district court found that, “[w]hile money damages may be a potential avenue 

of recompense for ongoing violations, the Court recognizes the importance of 

relationships in th[e] highly competitive [foodservice] industry.” The district court 

concluded that, “[t]o the exten[t] goodwill is built by relationships and prior transactions, 

allowing . . . LaMere to compete directly with [Rapids] in the same market with the same 

customers creates a strong inference of irreparable harm as recognized in Webb Publ’g 

Co. v. Fosshage, 426 N.W.2d 445, 448 (Minn. App. 1988).” 

LaMere argues that the district court’s conclusion that Rapids demonstrated the 

existence of irreparable harm is clearly erroneous because it was “based solely on 

generalized assertions of hypothetical future injury.” We disagree. This court has stated:

Irreparable injury can be inferred from the breach of a 

restrictive covenant if the former employee came into contact 

with the employer’s customers in a way which obtains a 

personal hold on the good will of the business. . . . However, 

the inference may be rebutted by evidence that the former 

employee has no hold on the good will of the business or its

clientele.

Fosshage, 426 N.W.2d at 448 (citations omitted). 

Here, Joseph A. Schmitt, the CEO of Rapids, testified in his affidavit that in 

LaMere’s three years at Rapids, his sales numbers were “approximately 40% to 50% of 
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[the] Twin Cities branch contract sales.” Schmitt also testified that LaMere “was the 

second highest grossing salesperson company wide,” and that LaMere had “developed 

significant relationships with [Rapids’s] customers [who] know him as the face of [the] 

company.” Schmitt’s testimony indicates that LaMere had established good will with a 

substantial number of Rapids’s customers. And, as the district court found, a loss of this 

good will by LaMere’s leaving Rapids is extremely difficult to measure. 

Moreover, the record reflects that Horizon directly competes with Rapids. And

that over the last few weeks of his employment with Rapids, LaMere accessed a list of 

restaurants, bars, and other target accounts, and viewed, downloaded, or printed this 

information. In fact, even if LaMere did not misappropriate confidential information 

from Rapids’s customer database, there is still support for the district court’s decision to 

grant the injunction because LaMere had access and knowledge of specific information 

regarding (1) Rapids’s clients’ needs and preferences and (2) rates charged for services. 

See Medtronic, Inc. v. Advanced Bionics Corp., 630 N.W.2d 438, 453 (Minn. App. 2001)

(recognizing that, even if the employee did not confiscate internal company documents, 

“the knowledge he gained while working with Medtronic’s customers gives him insight 

into customer preferences”). Furthermore, Rapids provided evidence that on the day he 

began working for Horizon LaMere emailed his cousin, a sales manager at Horizon, 

“with a sales order to place for a Rapids’s customer that . . . LaMere recently serviced.” 

Although not overwhelming, evidence of LaMere’s access to Rapids’s confidential 

information and his apparent attempt to share at least some of this information with 

Horizon, along with his success with Rapids and his prominence in the industry, is 
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enough to support an inference of irreparable harm. See id. at 452 (inferring irreparable 

harm when the former employee came into contact with the employer’s customers in a 

way in which he “obtains a personal hold on the good will of the business” (quotation 

omitted)); see also Creative Commc’ns Consultants, Inc. v. Gaylord, 403 N.W.2d 654, 

657 (Minn. App. 1987) (finding irreparable harm based, in part, on former employee’s 

threatened disclosure of confidential information). Therefore, the district court’s 

determination that Rapids demonstrated the existence of irreparable harm is not clearly 

erroneous. 

II. Likelihood of Success on the Merits

LaMere also challenges the district court’s conclusion that Rapids is likely to 

succeed on the merits of its non-compete claim. Although each of the five factors 

articulated in Dahlberg is important, this court has stated that the probability of success 

in the underlying action is a “primary factor” in determining whether to issue a temporary 

injunction. Minneapolis Fed’n of Teachers Local 59 v. Minneapolis Pub. Schs., Special 

Sch. Dist. No. 1, 512 N.W.2d 107, 110 (Minn. App. 1994), review denied (Minn. Mar. 31, 

1994). Even if a party makes a strong showing of irreparable harm, a district court need 

not grant a temporary injunction where that party has demonstrated no likelihood of 

success on the merits. Sanborn Mfg. Co. v. Currie, 500 N.W.2d 161, 164-65 (Minn. App. 

1993).

This court “look[s] upon restrictive covenants with disfavor, carefully scrutinizing 

them because they are agreements in partial restraint of trade.” National Recruiters, Inc.

v. Cashman, 323 N.W.2d 736, 740 (Minn. 1982). In order to be enforceable, non-
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compete agreements must be reasonable and supported by consideration. See Davies & 

Davies Agency, Inc. v. Davies, 298 N.W.2d 127, 131 (Minn. 1980) (discussing policy 

reasons for these elements). The test of reasonableness is

whether or not the restraint is necessary for protection of the 

business or good will of the employer, and if so, whether the 

stipulation has imposed upon the employee any greater 

restraint than is reasonably necessary to protect the 

employer’s business, regard being had to the nature and 

character of the employment, the time for which the 

restriction is imposed, and the territorial extent of the locality 

to which the prohibition extends.

Softchoice, Inc. v. Schmidt, 763 N.W.2d 660, 667 (Minn. App. 2009) (quoting Bennett v. 

Storz Broadcasting Co., 270 Minn. 525, 534, 134 N.W.2d 892, 899 (1965)).

LaMere argues that the “district court failed to engage in any form of analysis of 

the non-compete agreement.” He claims that an analysis of the agreement would 

demonstrate that it is “unreasonable, both in lack of reference to pre-existing customers, 

the consideration and its temporal and geographic scope.” Thus, LaMere contends that 

the district court abused its discretion by concluding that Rapids was likely to succeed on 

the merits. 

We disagree. LaMere’s argument focuses on the district court’s failure to analyze 

the reasonableness of the agreement with respect to temporal and geographic scope. But 

a review of the complaint reveals that in addition to alleging that “LaMere breached the 

Agreement by accepting employment with one of [Rapids’s] competitors,” the complaint 

alleged that “LaMere breached the Agreement by using and disclosing [Rapids’s] 

confidential information.” And in concluding that Rapids was “likely” to “prevail on the 
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merits of at least some of its claims,” the district court found that Rapids demonstrated by 

affidavit that “LaMere forwarded potential Confidential Information in an e-mail to 

another Defendant Horizon employee . . . on the day after he resigned that was a clear 

attempt to elicit a sale from a current or potential customer of Rapids in the Twin Cities.” 

The district court also found that the “fact that that effort may not have resulted in a sale 

by Defendant Horizon to that customer does not reduce the magnitude of the alleged 

breach of . . . LaMere’s non-compete requirements.” LaMere does not challenge the 

reasonableness of the confidentiality provision. Therefore, because the district court 

based its analysis of the third Dahlberg factor, at least in part, on LaMere’s alleged 

disclosure of confidential information in violation of the agreement’s prohibition of such 

conduct, and because LaMere does not challenge the reasonableness of the confidentiality 

provision, the district court’s failure to analyze the reasonableness of the agreement with 

respect to temporal or geographic scope is not dispositive of the issue. 

LaMere argues that an analysis of the reasonableness of the agreement is 

necessary because if the agreement “were deemed invalid as an unreasonable restriction 

on trade,” his alleged disclosure of confidential information “would be a non-issue.” But 

LaMere’s argument assumes a determination that the agreement was unreasonable in 

temporal and geographic scope would void the entire agreement. Such a conclusion is

unlikely because agreements protecting confidential information are reasonably necessary 

to protect legitimate business interests. See Medtronic, 630 N.W.2d at 456 (stating that 

restrictive covenants are enforced to the extent reasonably necessary to protect legitimate 

business interests, which include the “company’s good will, trade secrets, and 
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confidential information”). In fact, Rapids invited the district court to blue-pencil the 

agreement to ensure its reasonableness.1 And although the district court apparently 

determined that it was unnecessary to blue-pencil the agreement, it would have that 

discretion on remand. See Dynamic Air, 502 N.W.2d at 800 (reminding the district court 

on remand that it has “the discretion to ‘blue pencil’ a covenant”). Thus, it is unlikely 

that a determination that the agreement is unreasonable in temporal or geographic scope 

would void the entire agreement. 

Finally, LaMere argues that his “mere access to Confidential Information during 

his employment falls well short of proving extraordinary circumstances warranting 

injunctive relief.” But LaMere’s attempts to downplay his alleged conduct are without 

merit. As the district court found “LaMere forwarded potential Confidential Information 

in an email to another . . . Horizon employee” in an attempt to elicit a sale from a current 

or potential customer of Rapids in the Twin Cities Metro area. The district court’s 

findings are supported by the record and reflect a breach of the agreement. In light of this 

apparent breach of the agreement, the district court finding that Rapids would likely 

succeed on the merits is not clearly erroneous. Accordingly, the district court did not 

abuse its discretion by granting Rapids’s request for a temporary injunction. 

Affirmed.

 

1 Under the blue-pencil doctrine, a district court that finds a noncompetition provision 

unreasonable as written may modify the provision “to render it reasonable and 

enforceable.” Dynamic Air, Inc. v. Block, 502 N.W.2d 796, 800 (Minn. App. 1993).