Mercer Management Consulting, Inc. v. Wilde

Dean L. Wilde, Dean R. Silverman, and Moray P. Dewhurst (defendants) were management consultants and vice presidents for Strategic Planning Associates, Inc. (SPA). In 1982, each of the defendants signed an employment agreement with SPA (1982 Agreement), which prohibited the defendants from rendering competitive services to any client or prospective client of SPA, or hiring any employee of SPA, for one year following termination of employment. In 1990, SPA merged with another company, thereby forming Mercer Management Consulting, Inc. (Mercer) (plaintiff). Mercer required Wilde and Silverman to enter into a new employment agreement (1990 Agreement). The 1990 Agreement required Wilde and Silverman to discharge their duties “well and faithfully.” The 1990 Agreement also prohibited Wilde and Silverman, for a period of three years after the date of the merger, from competing with Mercer within a 50-mile radius, soliciting or accepting business from Mercer’s client or prospective client, or soliciting a Mercer employee to terminate his or her employment. The 1990 Agreement only superseded the 1982 Agreement’s competition and solicitation provisions in the event of a conflict between the two agreements. In 1993, Wilde and Silverman incorporated Dean & Co. Strategy Consultants, Inc. (Dean & Co.), which was intended to compete with Mercer. Wilde and Silverman continued to work for Mercer and attend meetings at which they took part in confidential discussions. The defendants all resigned a few months later, and Dewhurst began working for Dean & Co. None of the defendants had solicited Mercer clients or performed competing work prior to terminating their employment relationships with Mercer. However, within one year after terminating their employment, Wilde and Silverman performed services for several of Mercer’s clients and hired two of Mercer’s employees. Mercer sued the defendants for breach of fiduciary duty, breach of contract, and tortious interference with contractual relationships.