## Facts

- Great Southern Equipment Sales, LLC employed Sarah Alexandra Trujillo as a salesperson beginning in February 2005.
- Great Southern provided Trujillo training, customer information, and introductions to customers and suppliers.
- In November 2005, Trujillo signed a “Confidentiality and Restrictive Covenant Agreement” containing confidentiality, non-solicitation, and non-competition provisions.
- In early May 2007, Trujillo resigned and began operating a competing business in the same market.
- Great Southern learned Trujillo was competing and soliciting Great Southern’s customers; a demand letter sought compliance and return of company property, but Trujillo did not comply.
- Great Southern sued for declaratory relief, injunctive relief, and damages for breach of contract, and sought emergency injunctive relief.
- The trial court entered an interlocutory injunction enforcing the non-solicitation and non-competition provisions and ordering return of company property; Trujillo appealed.

## Issues

1. Whether the agreement’s employee non-solicitation covenant was enforceable under Georgia law governing restrictive covenants in employment contracts.
2. If the non-solicitation covenant was unenforceable, whether the non-competition covenant could nonetheless be enforced through severance or partial enforcement.
3. Whether interlocutory injunctive relief could properly enforce the confidentiality and return-of-property provisions despite defects in the restrictive covenants.

## Decision

- The appellate court affirmed in part and reversed in part the interlocutory injunction.
- The court reversed enforcement of the non-solicitation covenant because it was overbroad and lacked a territorial limitation.
- The court also reversed enforcement of the non-competition covenant because Georgia law did not permit judicial reformation/severance to salvage related restraints within an integrated agreement.
- The court affirmed enforcement of the confidentiality provision and affirmed the order requiring Trujillo to return Great Southern property.

## Legal Principles

- Employment restrictive covenants must be strictly limited in time, territorial reach, scope of prohibited activity, and overall reasonableness.
- An employee non-solicitation covenant that reaches beyond customers with whom the employee had a relevant relationship during employment generally must include a territorial restriction; otherwise it is overbroad.
- A covenant barring solicitation of customers merely because the employee possessed confidential or proprietary information about them can improperly expand the restrained customer class and render the covenant unenforceable absent a valid territorial limit.
- Under Georgia’s pre-2011 approach, courts generally could not “blue pencil” or rewrite overbroad employment restrictive covenants; an invalid restraint may prevent enforcement of related covenants in the same integrated agreement.
- Reasonable confidentiality obligations and relief requiring return of employer property may remain enforceable even when non-solicitation and non-competition restraints are invalid.

## Conclusion

The court held the non-solicitation and non-competition covenants unenforceable due to overbreadth and the absence of permissible judicial reformation, but left intact injunctive relief enforcing confidentiality obligations and requiring return of company property.


Trujillo v. Great S. Equip. Sales, LLC, 657 S.E.2d 581 (Ga. Ct. App. 2008)