## Facts

- Daniel J. Taylor worked as a sales representative for Cordis Corporation beginning February 13, 1981, selling pacemakers and related products in a Mississippi territory.
- Taylor had prior medical-sales experience but had not marketed or sold pacemakers before joining Cordis.
- Cordis provided Taylor specialized training and technical information on pacemaker technology and Cordis products.
- As a condition of employment, Taylor signed an agreement containing a post-employment restrictive covenant described as a one-year non-solicitation restriction tied to Cordis customers in his territory.
- Cordis later experienced pacemaker reliability problems, including warnings to sales agents and recall activity; Taylor claimed the situation harmed his reputation with physician-customers.
- Taylor left Cordis in February 1986 and immediately joined a competitor, Cardio-Life Systems, in the same pacemaker market.
- Taylor sued for declaratory relief that the covenant was void and sought to avoid it based on Cordis’s alleged lack of good faith.
- Cordis counterclaimed for injunctive relief; the court entered a temporary restraining order barring Taylor from soliciting certain customers and then considered broader preliminary-injunction relief after a hearing and bench trial.

## Issues

1. Whether the employment-related non-competition/non-solicitation covenant was valid and enforceable under Mississippi law (reasonableness of time, territory, and scope; legitimate business interest; employee hardship).
2. Whether Cordis satisfied federal requirements for a preliminary injunction, including likelihood of success and irreparable harm.
3. Whether Cordis’s alleged failure to disclose or manage product defects and recalls breached duties to Taylor in a manner that justified rescission or non-enforcement of the covenant.

## Decision

- The court held the restrictive covenant enforceable under Mississippi law.
- The court granted a preliminary injunction enforcing the one-year post-employment restriction against solicitation of Cordis customers served by Taylor in his former territory.
- The court declined to treat Taylor’s allegations about product problems and reputational harm as a basis to invalidate or rescind an otherwise reasonable covenant for purposes of injunctive relief.
- The court refused Cordis’s request to expand the restraint into a blanket prohibition on contacting covered customers for the sale of any medical product, limiting relief to competition concerns tied to Cordis’s business relationships.

## Legal Principles

- Under Mississippi law, employment-related restrictive covenants may be enforced when they are reasonable in duration, territorial reach, and scope, and when they protect a legitimate business interest.
- Protectable interests include customer relationships and goodwill developed through the employer’s investment in training and support and through the employee’s work on the employer’s accounts.
- A one-year, customer-focused non-solicitation restriction tied to the employee’s former territory can be reasonable when it permits the employee to continue working outside the restricted customer subset.
- In the preliminary-injunction context, threatened loss of customer goodwill and diversion of established customer relationships may constitute irreparable harm not readily compensable by damages.
- Alleged employment-related misconduct by the employer does not, without a sufficient contractual defense, bar enforcement of a reasonably tailored post-employment solicitation restraint.

## Conclusion

The court enforced Cordis’s one-year non-solicitation covenant and entered a preliminary injunction to prevent Taylor, now employed by a competitor, from soliciting Cordis customers he served while employed, finding the restraint reasonable and necessary to prevent irreparable harm to Cordis’s goodwill and customer relationships.


Taylor v. Cordis Corp., 634 F. Supp. 1242 (S.D. Miss. 1986)