AGH Associates, Inc. v. Fusco

1998 Mass. Super. LEXIS 40 (1998)

 

Facts:              This is an action for specific performance and injunctive relief.  Plaintiff AGH Associates, Inc. (AGH) recruits, hires, trains and supervises language, physical, speech and occupational therapists for public schools in two states.  Defendant Jenny Fusco (FUSCO), a Certified Occupational Therapist Assistant (COTA), contracted with AGH on June 18, 1997 to provide services in the Springfield, Massachusetts’s area for the 1997-1998 school year, commenced September, 1997.  The employment contract required Fusco to help special needs students develop motor skills for up to eight hours a day, forty hours a week.  The contract also contained a noncompetitive clause that Fusco could not work for any AGH client she had been associated with while an employee, nor provide services to any former client for up to twelve months after termination of her contract.

 

            Fusco tendered her resignation on Mach 13, 1998, to be effective March 31, 1998, in order to start at Westfield Public Schools (WPS) on April 1st.  While not stated in her resignation letter, Fusco claimed she resigned because of the number of hours she had to work to keep up with her caseload, sixty to seventy a week versus the forty hours stated in her contract, and without additional compensation

 

            AGH sought specific performance of Fusco’s contract obligations and damages for breach, and claimed intentional interference against WPS.  AGH also sought an order requiring Fusco to complete her contract, prevent her from accepting employment with WPS, and to prevent WPS from forcing Fusco to breach her employment contract.

 

Issue:              Can a court order specific performance of an employment contract?

 

Holding:            No, motion for mandatory injunctive relief denied.

 

Rule:               A promise to render personal services cannot be specifically enforced.  Restatement (Second) of Contracts §367(1); 13th Amendment of the Constitution.

 

Rationale:            While the court cannot order specific performance of a contract, some situations exist which may preclude persons from rendering services against another during the term of the contract:  (a) a negative covenant to stop an employee from providing the same services to another; (b) the services are extraordinary or unique, i.e. employee possesses special skills or has acquired special knowledge from the employer, without which they would be unable to find other employment; and (c) the party seeking injunctive relief is not in default of the contract.  None of these situations exist here to the extent the court could grant the injunction.

a.                   Fusco’s employment with WPS did not violate the noncompetitive clause.  If the injunction were granted, Fusco would be unable to make a living unless she worked for AGH, and only for AGH (in itself specific cause for denial of the motion).  AGH could not claim exclusive control of Fusco’s services, either through contract or injunctive relief as such demand would be unreasonable and against public policy.

b.                  AGH could probably prove that Fusco’s services are extraordinary and unique.  Fusco has special skills as a trained COTA, and she has been working with the special needs children for seven months, learning each child’s specific needs.  However, her skills were obtained prior to joining AGH.  While she may have obtained additional knowledge, such knowledge will not serve to provide a competitive edge to WPS or any other AGH competitor.  If the court were to grant the injunction, forcing Fusco to work against her will in unsatisfactory conditions, such services could create a negative affect on the children she worked with.

c.                   The court could not determine which party was more likely to succeed at trial on Fusco’s claim that the hours worked exceeded the contracted amount, as there was no prior notice to AGH of the same, nor was it stated in her resignation.  Further, AGH offered no evidence that the claims were not true.  Finally, trade usage may come into effect as to the normal course and scope of a COTA’s workload and expectations, as well as parol evidence to show understanding outside of the printed contract for the agreed hours.  Therefore, it is unclear whether AGH was the first to default on the contract.

For these reasons, the Court denied Plaintiff’s Motion for Mandatory Injunction.  The court stated nothing further with regard to potential damages.

 

*In Footnote 1 at the end of the opinion, the Court stated the denial of the motion should not be viewed as condoning Fusco’s conduct as she “abandoned the special needs children of Springfield” with only three months remaining on her contract, regardless of cause, and the parties could not reach a mutual accommodation outside of litigation to avoid such result.