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Hall v. Edgewood Partners Insurance Center, Inc.

United States Court of Appeals, Sixth Circuit

December 19, 2017

Brian K. Hall; Michael G. Thompson, Plaintiffs-Appellants,
v.
Edgewood Partners Insurance Center, Inc., Defendant-Appellee.

          Argued: December 6, 2017

         Appeal from the United States District Court for the Northern District of Ohio at Toledo. No. 3:17-cv-00821-Jeffrey James Helmick, District Judge.

         ARGUED:

          Gregory H. Wagoner, SHUMAKER, LOOP & KENDRICK, LLP, Toledo, Ohio, for Appellants.

          Steven D. Pearson, COZEN O'CONNOR, Chicago, Illinois, for Appellee.

         ON BRIEF:

          Gregory H. Wagoner, Katherine S. Decker, SHUMAKER, LOOP & KENDRICK, LLP, Toledo, Ohio, for Appellants.

          Steven D. Pearson, COZEN O'CONNOR, Chicago, Illinois, for Appellee.

          Before: SILER, KETHLEDGE, and THAPAR, Circuit Judges.

          OPINION

          THAPAR, Circuit Judge.

          Brian Hall and Michael Thompson formed a business division that sold its clients and their goodwill to another company. The buyer kept them on as employees. And in return, Hall and Thompson agreed not to solicit their old clients if they were terminated. But Hall and Thompson broke their promise. When they asked the district court to let them out of the deal, the district court refused, entering a preliminary injunction prohibiting them from soliciting old clients. They now appeal that injunction.

         I.

         The equipment rental insurance industry is built on clients and their goodwill. Clients are assets, and "assets in the insurance world are everything." R. 57, Pg. ID 1669. Hall and Thompson have built a significant client base in their careers as brokers of equipment rental insurance. Early in their careers, they brought some of their clients to a specialty division they formed at Hylant Group. The division was successful-so much so that another company, USI Insurance Services, sought to acquire its assets.

         USI agreed to pay a substantial sum for the division's assets and to keep Hall and Thompson on as employees to continue building their book of business. In return, Hall and Thompson gave up any ownership interest in their old clients. They also promised that if they were terminated, they would refrain from soliciting their old clients for two years from the date on which they were no ...


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