ILNews

COA turns to dictionary in contract dispute

Back to TopCommentsE-mailPrintBookmark and Share

Citing Black’s Law Dictionary’s definitions of “solicit” and “induce,” the Indiana Court of Appeals has affirmed a trial court’s finding that a software company did not violate terms of its contract with another business.

In 2009, Hypersonic Technologies and Enhanced Network Solutions entered into a subcontractor agreement in which ENS would acquire certain items from Hypersonic to service its own clients. A clause in the agreement prepared by ENS stated that – unless mutually agreed to by both parties – the companies would “refrain from soliciting or inducing, or attempting to solicit or induce, any employee of the other Party in any manner that may reasonably be expected to bring about the termination.” After an employee left ENS to join Hypersonic, ENS alleged Hypersonic had violated that agreement.

The two companies never successfully bid on a contract, and Hypersonic terminated its agreement with ENS on June 21, 2010. While the contract was still in effect, Hypersonic had posted a job opening online. ENS employee Robert Dobson saw the posting and contacted Hypersonic to ask about the position. Dobson met with Hypersonic’s owner and president sometime in April 2010 to further discuss the job. But Hypersonic did not extend an offer to Dobson at that time.

The three met again about a week afterward, and Dobson explained his terms of compensation and what he was looking for in a new position. Hypersonic then extended a job offer, and Dobson began working for Hypersonic in May 2010.

Dobson, the appeals court held, initiated contact with Hypersonic. “In other words, Dobson solicited Hypersonic,” the court’s opinion stated.

ENS claimed that despite the fact that Dobson initiated the contacts with Hypersonic, Hypersonic solicited Dobson when it continued talking with him. In support, ENS referred to an out-of-state case – Scarbrough v. Liberty National Life Insurance Co., 872 So.2d 283 (Fla. Ct. App. 2004) – which stands for the premise that in appropriate circumstances, a person may solicit another’s business regardless of who initiates the meeting.

In Scarbrough, after a former client initially contacted Scarbrough, an insurance agent, Scarbrough proactively provided the client with a comparison between the benefits and premiums offered by the client’s former insurance company and the insurance company for which Scarbrough currently worked. Id. at 284-85. The Florida Court of Appeals recognized that being “proactive” was included within the term “solicit.” See id. at 285. But the Indiana COA held that because Dobson initiated all major steps that led to his employment, the Florida case doesn’t apply to Enhanced Network Solutions v. Hypersonic Technologies, No. 02A03-1011-PL-609.

The COA also held that the agreement lacked a definition of the terms “solicit” and “induce.” In finding that Hypersonic did not violate the agreement, the court turned to Black’s Law Dictionary for a literal interpretation of the terms in question, which states that solicit means: “[t]he act or an instance of requesting or seeking to obtain something; a request or petition”; and induce means: “[t]he act or process of enticing or persuading another person to take a certain course of action.”

 

ADVERTISEMENT

Post a comment to this story

COMMENTS POLICY
We reserve the right to remove any post that we feel is obscene, profane, vulgar, racist, sexually explicit, abusive, or hateful.
 
You are legally responsible for what you post and your anonymity is not guaranteed.
 
Posts that insult, defame, threaten, harass or abuse other readers or people mentioned in Indiana Lawyer editorial content are also subject to removal. Please respect the privacy of individuals and refrain from posting personal information.
 
No solicitations, spamming or advertisements are allowed. Readers may post links to other informational websites that are relevant to the topic at hand, but please do not link to objectionable material.
 
We may remove messages that are unrelated to the topic, encourage illegal activity, use all capital letters or are unreadable.
 

Messages that are flagged by readers as objectionable will be reviewed and may or may not be removed. Please do not flag a post simply because you disagree with it.

Sponsored by
ADVERTISEMENT
Subscribe to Indiana Lawyer
  1. From his recent appearance on WRTV to this story here, Frank is everywhere. Couldn't happen to a nicer guy, although he should stop using Eric Schnauffer for his 7th Circuit briefs. They're not THAT hard.

  2. They learn our language prior to coming here. My grandparents who came over on the boat, had to learn English and become familiarize with Americas customs and culture. They are in our land now, speak ENGLISH!!

  3. @ Rebecca D Fell, I am very sorry for your loss. I think it gives the family solace and a bit of closure to go to a road side memorial. Those that oppose them probably did not experience the loss of a child or a loved one.

  4. If it were your child that died maybe you'd be more understanding. Most of us don't have graves to visit. My son was killed on a state road and I will be putting up a memorial where he died. It gives us a sense of peace to be at the location he took his last breath. Some people should be more understanding of that.

  5. Can we please take notice of the connection between the declining state of families across the United States and the RISE OF CPS INVOLVEMENT??? They call themselves "advocates" for "children's rights", however, statistics show those children whom are taken from, even NEGLIGENT homes are LESS likely to become successful, independent adults!!! Not to mention the undeniable lack of respect and lack of responsibility of the children being raised today vs the way we were raised 20 years ago, when families still existed. I was born in 1981 and I didn't even ever hear the term "CPS", in fact, I didn't even know they existed until about ten years ago... Now our children have disagreements between friends and they actually THREATEN EACH OTHER WITH, "I'll call CPS" or "I'll have [my parent] (usually singular) call CPS"!!!! And the truth is, no parent is perfect and we all have flaws and make mistakes, but it is RIGHTFULLY OURS - BY THE CONSTITUTION OF THIS GREAT NATION - to be imperfect. Let's take a good look at what kind of parenting those that are stealing our children are doing, what kind of adults are they producing? WHAT ACTUALLY HAPPENS TO THE CHILDREN THAT HAVE BEEN RIPPED FROM THEIR FAMILY AND THAT CHILD'S SUCCESS - or otherwise - AS AN ADULT.....

ADVERTISEMENT