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Click here for the full text of this decision The court affirms the denial of the appellant’s application for a temporary injunction in its suit seeking to enforce a covenant-not-to-compete against its former employee. FACTS:Upon accepting employment at C.S.C.S. Inc., on July 17, 1997, Linden Josh Carter signed a noncompete agreement forbidding Carter from working for a competitor for two years after leaving C.S.C.S. The agreement also said that Carter may learn of “certain confidential information that is deemed proprietary,” and that when such information was disclosed to him, he would not reveal it to others. Four days later, on July 21, Carter signed an employment agreement that set terms for a 24-month probationary period, and stated that the agreement would continue month to month after that period or be renegotiated. Carter started work on either July 14 or July 21. Carter left C.S.C.S. in January 2003 and began working for someone C.S.C.S. perceived as a competitor. Seeking to enforce the noncompete agreement, C.S.C.S. obtained a temporary restraining order prohibiting Carter from working for the competitor, but the trial court later rejected C.S.C.S.’ attempt to secure a permanent injunction, finding that the noncompete agreement was unenforceable because it was not ancillary to or part of an otherwise enforceable agreement. HOLDING:Affirmed. The court rules that none of the agreements pointed to by C.S.C.S. are valid agreements to which the noncompete clause could be tied. It was not a part of the employment agreement because the employment agreement “did not exist” at the time the noncompete agreement was signed on July 17. Regardless of whether the documents should be read together as part of one transaction for purposes of document construction, the evidence shows that the employment agreement was signed four days after the noncompete agreement was signed, no “at the time the agreement [was] made.” Next, the noncompete agreement could not be ancillary to an oral agreement not to terminate Carter’s employment except for “gross misconduct.” There was no evidence that Carter made any return promise to support the alleged oral employment agreement. Even if the oral agreement did limit C.S.C.S.’ ability to terminate Carter at will, the trial court could still have decided the noncompete agreement was not ancillary to it. The written and oral agreements to provide Carter with confidential information did not constitute the otherwise enforceable agreements, either, the court holds. There was no evidence that C.S.C.S. did indeed promise to divulge such information to Carter. In the absence of this promise, Carter’s return promise not to share the information with others was unsupported by consideration and thus could not support an ancillary noncompete clause. Finally, the noncompete agreement is not ancillary to an oral agreement to provide Carter with specialized training. The noncompete agreement does not mention this agreement, and even if there was a promise, the only promise Carter gave in return was the agreement to let C.S.C.S. to train him. OPINION:Moseley, J.; Moseley, Richter and Francis, JJ.

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