Parties Cannot Use Parol Evidence to Determine Enforceability of Non-Compete Provision
In WMI Grp., Inc. v. Fox, 109 A.3d 740, 742 (Pa. Super. 2015) WMI appealed from a lower court’s decision denying their petition or a temporary restraining order and preliminary injunction against Fox and IED Detection Systems, LLC from violating a restrictive covenant. When WMI hired Fox in 2014, Fox signed an Agreement with a non-competition clause that specifically stated that the clause was effective upon termination of the Agreement. On January 10, 2007 Fox signed a document titled “Promotion to new Position within Company” which described his new duties, salary, and commissions, but did not contain a new non-compete provision, nor did it refer to the 2004 non-compete provision.
WMI asked the Court to rely upon parol evidence to establish the parties’ intent to incorporate by reference the 2004 agreement’s non-compete clause. However, the Court held that WMI could not refer the Court to any ambiguous language “such that we may resort to extrinsic and parol evidence. Further, WMI could not identify any contract language “reasonably susceptible of different constructions and capable of being understood in more than one sense.” For those reasons, the Court was barred from considering WMI’s parol evidence absent any ambiguity in the terms of the contract. Ultimately, the Court affirmed and denied WMI’s petitions.
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