Opinion
Civil No. 02-1459 (JRT/FLN)
December 27, 2002
Jeffrey J. Keyes and Jay W. Schlosser, BRIGGS MORGAN, Minneapolis, MN, for plaintiff.
Thomas L. Henderson, LEWIS FISHER HENDERSON CLAXTON, Memphis, TN, and Cary B. Johnson, OPPENHEIMER WOLLF DONNELLY, Minneapolis, MN, for defendant.
MEMORANDUM OPINION
Plaintiff Commodity Specialists Company's ("CSC") has sued its former employee, defendant Sammy Brummet ("Brummet"), for breach of contract and other claims. CSC alleges that Brummet has breached several non-compete and non-disclosure agreements with CSC by working for a competitor, the Penny Newman Grain Company ("Penny Newman").
On November 27, 2002, this Court issued an Order granting CSC's motion for a preliminary injunction, denying Brummet's motion to dismiss or transfer, and granting CSC's motion to amend its complaint. The Court now issues the following memorandum opinion in support of the Order.
BACKGROUND
Brummet worked for CSC and its predecessor, a group of the Pillsbury Company, for 30 years. He was a commodity trader who was familiar with CSC's corporate strategies, and was CSC's principal contact with many of its customers.
Between 1992 and 1995, Brummet signed three different agreements in which he promised not to work for, share information with, or contact any of CSC's competitors regarding the commodities over which he had responsibility. The first agreement was with Pillsbury, CSC's predecessor (the "Pillsbury Agreement"). The second agreement, the Proprietary Information Agreement ("PIA"), was executed between CSC and Brummet in 1993. The third agreement, the Salary Continuation Master Agreement ("SCMA") was executed in 1995 and slightly revised in 1996.
CSC asserts that in June 2002, it became aware that Brummet intended to join Penny Newman, a competitor of CSC, and that Brummet had convinced another CSC employee to join him there. CSC's lawyers contacted Penny Newman and informed it of Brummet's obligations under the agreements. CSC and Penny Newman then agreed to a "Standstill Agreement," under which Penny Newman agreed, essentially, to have no relationship with Brummet until further notice. Penny Newman also agreed to give at least five days written notice before breaking the Standstill Agreement.
CSC apparently hired an investigator to follow Brummet and ensure he was complying with his agreements. CSC concluded that he was not, based on the investigator's observations that Brummet takes phone calls at Penny Newman's Memphis office, and that Brummet has a key to Penny Newman's office and spends large parts of the day there.
ANALYSIS
The Court now considers three motions: (1) Brummet's motion to dismiss; (2) CSC's motion for a preliminary injunction; and (3) CSC's motion to amend its complaint to include Penny Newman.
I. Motion to Dismiss
Brummet seeks dismissal on four different grounds, and alternatively argues for transfer of venue.
A. Lack of Subject-Matter Jurisdiction
Brummet argues that there is no diversity jurisdiction in this case because CSC has not sufficiently pleaded that the amount in controversy exceeds the jurisdictional amount of $75,000. See 28 U.S.C. § 1332. In an action for injunctive relief such as this, the amount in controversy is measured by the value of the property right that the plaintiff seeks to protect. Burns v. Massachusetts Mutual Life Ins. Co., 820 F.2d 246, 248 (8th Cir. 1987); Hulsenbusch v. Davidson Rubber Co., 344 F.2d 730, 733 (8th Cir. 1965). While a plaintiff's good faith allegation is to be taken as true unless challenged, a plaintiff who has been challenged as to the amount in controversy has the burden of showing that the diversity jurisdiction requirements have been met. Burns, 820 F.2d at 248. To justify dismissal for failure to meet the amount in controversy requirement, "it must appear to a legal certainty that the claim is for less than the jurisdictional amount." DuBose v. Int'l House of Pancakes of Mobile, Alabama, Inc., No. 92-2351, 1993 WL 83423 at *1 (Mar. 25, 1993).
The Court finds that CSC has alleged the amount in controversy sufficiently and in good faith. Moreover, the Court also finds that CSC has presented evidence to refute Brummet's jurisdictional challenge. CSC has presented evidence that its annual gross revenues from Brummet's trades in the last two fiscal years equal at least $50 million. This far exceeds the $75,000 requirement. Brummet contends that this amount is irrelevant, noting that damages must be measured in lost net profits, not lost gross revenues. The case that Brummet cites, however, is a contract case that dealt with the proper measure of monetary damages. See Lakeshore Machinery, Inc. v. Numeric, No. 83-C-2069, 1986 WL 3006 at *2 (N.D.Ill. Mar. 3, 1986). In this case, the Court is not concerned with measuring an actual lost amount of money for calculating damages, but rather the "value to the plaintiff of the right sought to be enforced." Burns, 820 F.2d at 248 (emphasis added). Here, CSC seeks to protect its alleged contractual rights of non-disclosure and non-competition against Brummet. CSC has alleged that loss of that right could result in its losing the sales for which Brummet was responsible; those sales are worth at least $50 million. The Court finds that with this evidence, CSC has met its burden of showing that the amount in controversy requirement has been met. Therefore, diversity jurisdiction exists, and the Court must deny Brummet's motion on these grounds.
B. Lack of Personal Jurisdiction
Brummet also moves to dismiss this action under Rule 12(b)(2) of the Federal Rules of Civil Procedure for lack of personal jurisdiction. To survive this motion, CSC need only establish a prima facie case of personal jurisdiction. Barone v. Rich Bros. Interstate Display Fireworks Co., 25 F.3d 610, 612 (8th Cir. 1994). For purposes of the prima facie showing, all facts must be viewed in the light most favorable to the nonmoving party — here, CSC — and all factual conflicts must be resolved in its favor. Digi-Tel Holdings, Inc. v. Proteq Telecommunications., Ltd., 89 F.3d 519, 522 (8th Cir. 1996).
Courts in the Eighth Circuit are "guided by two primary rules" when determining whether they have personal jurisdiction over a non-resident defendant. Id. First, the facts must satisfy the forum state's long-arm statute, and second, the exercise of personal jurisdiction over the defendant must not violate due process. Id. Minnesota's long-arm statute extends jurisdiction to the fullest extent permitted by the federal Constitution. Minn. Stat. § 543.19; Soo Line R.R. v. Hawker Siddeley Canada, Inc., 950 F.2d 526, 528 (8th Cir. 1991). The only question, therefore, is whether due process permits the exercise of personal jurisdiction over Brummet.
For the Court to assert personal jurisdiction over a nonresident defendant, the Due Process Clause requires that the defendant have "minimum contacts" with the forum such that maintenance of the suit does not offend "traditional notions of fair play and substantial justice." International Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) (citations omitted). Such contacts must be more than "random," "fortuitous," or "attenuated." Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475 (1985).
Sufficient contacts exist when "the defendant's conduct and connection with the forum state are such that he should reasonably anticipate being haled into court there." World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980). In assessing the Brummet's reasonable anticipation, there must be some act by which he "purposefully avails [himself] of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws." Burger King, 471 U.S. at 475 (citation omitted).
To determine whether the defendant has minimum contacts, courts look to five factors: 1) the nature and quality of the contacts with the forum state; 2) the quantity of the contacts with the forum state; 3) the relation of the cause of action to the contacts; 4) the interest of the forum state in providing a forum for its residents; and 5) the convenience of the parties. Land-O-Nod Co. v. Bassett Furniture Indus., Inc., 708 F.2d 1338, 1340 (8th Cir. 1983). The first three factors are most important, and the last two are "secondary factors." Digi-Tel Holdings, 89 F.3d at 523.
Brummet contends that his contacts with Minnesota are too attenuated to meet the standards for the due process requirements of personal jurisdiction. CSC argues that Brummet's phone calls, emails, faxes, and other communications between Tennessee and Minnesota amount to "continuous and systematic contacts" with Minnesota and that the contacts relate to its claims. Thus, CSC argues that this Court may exercise both general and specific jurisdiction over Brummet.
Specific jurisdiction "requires a nexus between the defendant's contact with the forum state and the subject matter of [the] plaintiff's claims." Paulucci v. William Morris Agency, Inc., 952 F. Supp. 1335, 1340 (D.Minn. 1997) (citation and quotation marks omitted). "In contrast, `general' jurisdiction `refers to the power of the state to adjudicate any cause of action involving a particular defendant, regardless of where the cause of action arose,' when a nonresident defendant has continuous and systematic contacts with the forum state." Id. (quoting Sondergard v. Miles, Inc., 985 F.2d 1389, 1392 (8th Cir. 1993)).
The parties' argument here is whether Brummet's phone calls, faxes, and emails constitute minimum contacts sufficient to support personal jurisdiction. The Court finds that they do.
Brummet has also conceded that he visited Minnesota three times during his employment with CSC and its predecessor, Pillsbury.
CSC has alleged that Brummet had regular contact with CSC in Minnesota by telephone, email, or fax, claiming that he had almost daily phone conversations with supervisors in Minnesota, faxed documents explaining his trading activities, and participated in weekly conference calls that originated in Minnesota. The Court finds that these contacts, when considered in the aggregate, are sufficient to support personal jurisdiction. See Aero Systems Engineering, Inc. v. Opron, Inc., 21 F. Supp.2d 990, 997 (D.Minn. 1998). CSC has clearly alleged that over a period of nine years, Brummet "maintained personal contact" by communicating daily with his Minnesota-based employer, providing CSC with information, and discussing business operations. See Paulucci, 952 F. Supp. at 1339. Brummet also signed agreements with his Minnesota-based employer. The Court finds that the three primary factors for determining minimum contacts are therefore fulfilled. CSC has alleged numerous contacts that directly relate to the performance of Brummet's job, taking place over an extended period of time. The secondary factors also support a finding of minimum contacts. Minnesota has an "unquestionable interest" in providing a local forum for its resident corporate citizens to seek redress in disputes with non-residents. CyberOptics Corp. v. Yamaha Motor Co., Ltd., No. 95-1174, 1996 WL 673161 at *9 (D.Minn. July 29, 1996). Moreover, it is not clear that a Minnesota forum will be significantly less convenient for Brummet than some other forum would be for CSC. Therefore, the Court finds that in agreeing to work for CSC, and in his daily communications and interactions with that Minnesota company, Brummet purposely availed himself of the privilege of conducting activities in Minnesota, and therefore could reasonably anticipate being haled into court here.
Brummet maintains that his contacts were not this detailed or extensive. However, for purposes of this motion all factual disputes must be resolved in favor of CSC.
The Court further finds that Brummet's contacts over the nine years he worked for CSC are far from attenuated or random, but rather were continuous and systematic. Brummet's relationship with Minnesota was deliberate, and therefore supports this Court's general jurisdiction over him. See Paulucci, 952 F. Supp. at 1340. CSC has also established that the relationship between Brummet's contacts and its causes of action are sufficient to subject Brummet to this court's specific jurisdiction. See id. CSC has provided evidence that Brummet received proprietary and confidential information in his many communications with CSC's Minnesota office. Brummet's duty not to disclose this information is the subject of this lawsuit.
Thus, based upon the totality of the circumstances, and resolving all factual disputes in CSC's favor, the Court finds that CSC has demonstrated a prima facie case of personal jurisdiction. Accordingly, Brummet's motion must be denied on this ground.
C. Failure to State a Claim 1. ERISA Preemption
Brummet argues that Counts 1 and 2 of CSC's complaint, which allege breach of the SCMA, are preempted by Section 514(a) of ERISA because the SCMA is an ERISA plan. The Court finds this argument to be without merit.
Brummet is correct that state law breach of contract claims for ERISA plans are generally preempted by the federal statute. See 29 U.S.C. § 1144(a); Walker v. Nat'l City Bank of Minneapolis, 18 F.3d 630, 634 (8th Cir. 1994). Notwithstanding ERISA's broad mandate to preempt all state laws that "relate to" an employee benefit plan, some state actions may affect ERISA plans "in too tenuous, remote, or peripheral a manner to warrant a finding that the law `relates to' the plan." Wilson v. Zoellner, 114 F.3d 713, 716 (8th Cir. 1997) (quoting Shaw v. Delta Air Lines, Inc., 463 U.S. 85, 100 n. 21 (1993)). Indeed, the Eighth Circuit has held that the "mere mention of an ERISA plan" in a complaint is not, in and of itself, enough to find that the state law "relates to" a plan. In Home Health, Inc. v. Prudential Ins. Co. of America, 101 F.3d 600, 604 (8th Cir. 1996). See Crabbs v. Copperweld Tubing Prod. Co., 114 F.3d 85, 90 (6th Cir. 1997) ("Even if an action refers to a plan . . . the action will not `relate to' the plan for preemption purposes when the action only peripherally affects the plan.") The cases overwhelmingly reveal that "[a]lthough ERISA was intended to have a sweeping preemptive effect in the employee benefit plan field . . . it was not intended to reach state laws that may only indirectly affect the benefit plan." Jaskilka v. Carpenter Tech. Corp., 757 F. Supp. 175, 178 (D.Conn. 1991) (citation and quotation marks omitted). See Martori Bros. Distributors v. James-Massengale, 781 F.2d 1349, 1357 (9th Cir. 1986), overruled on other grounds, Fresh Int'l Corp. v. Agricultural Labor Relations Bd., 805 F.2d 1353 (9th Cir. 1986) (holding that a state law is preempted only "if it regulates the matters regulated by ERISA: disclosure, funding, reporting, vesting, and enforcement of benefit plans.")
This section preempts "any and all State laws insofar as they . . . relate to any employee benefit plan. . . ." 29 U.S.C. § 1144(a).
The Court finds that this case presents such a scenario. The SCMA is arguably an ERISA plan, and does contain employee benefit provisions. However, the ERISA aspects of the SCMA are "peripheral to the ultimate issue" of whether Brummet violated his agreements with CSC. See Shea v. Esensten, 208 F.3d 712, 718 (8th Cir. 2000). In Shea, the plaintiff sued her late husband's physicians and the physicians' employee benefit plan, alleging that the plan created financial incentives for the doctors to refuse to refer her husband to specialists, thereby causing his wrongful death. Id. at 715. In order to prove her case, the plaintiff needed to demonstrate that the physicians contract, which "happen[ed] to be an ERISA plan," created certain incentives for the physicians. Id. at 717. The Eighth Circuit held that "this reference to the ERISA contract . . . is not an express state law reference that `relates to' an ERISA plan" for purposes of preemption, because the plaintiff's case would turn on the contract even if it was not an ERISA plan. Id. at 718.
The present case is analogous. Here, CSC seeks to prove that Brummet violated the non-compete/non-disclosure provisions of the SCMA. These provisions, like the physician's financial incentives in Shea, are merely peripheral to any ERISA terms in the SCMA. CSC's complaint does not seek to recover ERISA benefits, nor does it "in any manner implicate the federal regulation of employee benefit plans." Hartle v. Packard Electric, 877 F.2d 354, 356 (5th Cir. 1989). See Crabbs, 114 F.3d at 90; Jaskilka, 757 F. Supp. at 178 (holding that breach of contract action is not preempted where action "does not depend on the existence of the retirement plan."). Accordingly, to the extent that the SCMA is an ERISA plan, the Court finds that the present action has only a tenuous, remote, or peripheral connection with the plan. Therefore, CSC's action is not preempted, and Brummet's motion is denied on this ground.
Brummet cites Garren v. John Hancock Mutual Life Ins. Co., 114 F.3d 186 (11th Cir. 1997) to argue that Counts 1 and 2 are preempted because ERISA preempts all state law claims that "affect the relationship between ERISA entities." Id. at 188. This case does not apply here. In Garren, the plaintiff sued John Hancock, which serviced the ERISA plan but was neither a party to the ERISA agreement nor the plan administrator. Id. The Eleventh Circuit held that the claim was still preempted because John Hancock's alleged conduct affected the plan administrator's refusal to pay benefits. Id. ("The proper focus is not on the relationship between the parties but on the relationship between the alleged conduct and the refusal to pay benefits."). Unlike the present case, Garren clearly involved a traditional ERISA action — a refusal to pay benefits. No such claims are present here, and Garren is therefore inapposite.
2. Other Grounds
Brummet next argues that CSC's breach of fiduciary duty claim must be dismissed because Brummet, as an employee, owed no fiduciary duty to his employer, CSC. This is incorrect. Brummet cites Spitzmueller v. Burlington No. Railroad Co., 740 F. Supp. 671 (D.Minn. 1990) in support of his argument, but that case dealt with two specific statutes governing railroads and their obligations to employees. That case merely held that nothing in the statutes created a fiduciary duty between employer and employee. Id. at 678. Thus, Spitzmueller does not stand for the sweeping proposition that Brummet asserts. In fact, the Eighth Circuit has held to the contrary, finding that an employee's fiduciary duty to his employer consists of the duty of confidentiality and of loyalty. See Eaton Corp. v. Giere, 971 F.2d 136, 141 (8th Cir. 1992) (holding that employee breached his fiduciary duty to employer by disclosing confidential information and by competing with his employer). Here, CSC has clearly alleged that Brummet violated his duties of confidentiality and loyalty, and Brummet's contention on this ground is therefore without merit.
Finally, Brummet argues that CSC has not sufficiently pleaded its need for injunctive relief, because it has not shown that legal remedies and monetary relief are inadequate. The Court disagrees, and finds that CSC has met the notice pleading requirements of the Rules of Civil Procedure. CSC has set forth sufficient facts to support its claims, and has properly alleged that it will suffer irreparable harm if relief is not granted.
Brummet also contends that CSC provides no support for its attempt to recover attorneys' fees. CSC does not respond to this allegation, and the Court agrees that CSC has cited no statutory or contractual authorization for its recovery of attorneys' fees. This finding does not require amending the Court's Order. Rather, if this case goes to trial, CSC will not be entitled to recover attorneys' fees unless it can demonstrate authority permitting such an award. See Alyeska Pipeline Serv. Co. v. Wilderness Society, 421 U.S. 240 (1975).
D. Venue 1. Improper Venue
Brummet argues that this case does not belong in Minnesota. His argument, however, relies upon an incorrect standard for determining venue. Brummet's argument focuses on the residence of the plaintiff, and relies upon cases decided before the current statutory language governing venue was enacted.Because the Court has already determined that ERISA does not govern this case, jurisdiction is founded only upon diversity of citizenship. Therefore, venue is governed by 29 U.S.C. § 1391(a). That statute provides in relevant part that venue is proper in a judicial district in which "a substantial part of the events or omissions giving rise to the claim occurred." 29 U.S.C. § 1391(a)(2). Under this standard, there may be more than one district in which venue is proper. Minnesota Mining Mfg. Co. v. Rauh Rubber, Inc., 943 F. Supp. 1117, 1125 (D.Minn. 1996). To determine whether venue is proper, this Court must ask whether the District of Minnesota has "a substantial connection to [CSC's] claims, whether or not other forums ha[ve] greater contacts." Setco Enterprises Corp. v. Robbins, 19 F.3d 1278, 1281 (8th Cir. 1994).
In this case, the Court finds that CSC's claims have a substantial connection to Minnesota, and that a substantial part of the events giving rise to the claims occurred here. The SCMA and the PIA were drafted and executed by CSC in Minnesota, and Brummet allegedly obtained confidential information through regular phone calls and communications with Minnesota. The fact that the claims may have equal or greater contacts with Tennessee, as Brummet appears to claim, is of no moment. These contacts are substantial, and are therefore sufficient to support venue in Minnesota.
2. Transfer of Venue
Brummet alternatively moves to transfer venue under 28 U.S.C. § 1404(a). To determine whether to transfer a case, the Court must consider: (1) the convenience of the parties; (2) the convenience of the witnesses; and (3) the interests of justice. Terra Int'l, Inc. v. Mississippi Chem. Corp., 119 F.3d 688, 691 (8th Cir. 1997); Lyon Financial Serv., Inc. v. Powernet, Inc., No. 01-1089, 2001 WL 1640099 at *3 (D.Minn. Nov. 19, 2001). Courts are not limited to considering these enumerated factors, but may base such determinations on a case-by-case evaluation of the particular circumstances in each case. Id. "The party seeking transfer bears the burden of proof to show that the balance of factors `strongly' favors the movant." Lyon Financial Serv., 2001 WL 1640099 at *3.
Brummet relies heavily on Lyon Financial Services to argue that venue should be transferred to Tennessee. The facts in that case are distinguishable. In Lyon, the plaintiff sought venue in Minnesota, even though the plaintiff was merely a third-party assignee of the disputed contract. Id. Both parties to the contract resided in Nevada, and all of the relevant events occurred solely within that state. Id. Moreover, the plaintiff's involvement with the parties to the contract commenced only after the events leading to the lawsuit occurred. Id. In the present case, the plaintiff resides in Minnesota, and many of the relevant events took place, at least in part, in Minnesota. Brummet, though a resident of Tennessee, was an employee of a Minnesota company and conducted regular business with that company.
The Court therefore finds that although some factors may weigh in favor of venue in Tennessee, Brummet has not met his burden of showing that the balance of these factors "strongly" favors transfer. See id. It is not sufficiently clear that the convenience of the parties and witnesses, and the interests of justice, favors transferring this case to Tennessee. The Court therefore concludes that, based on the facts of this case, transfer is not appropriate.
II. Preliminary Injunction
In the Eighth Circuit, a preliminary injunction may be granted only if the moving party can demonstrate: (1) that the movant will suffer irreparable harm absent the preliminary injunction; (2) a likelihood of success on the merits; 3) that the balance of harms favors the movant; and (4) that the public interest favors the movant. Gelco Corp. v. Coniston Partners, 811 F.2d 414, 418 n. 4 (8th Cir. 1987); Dataphase Sys., Inc. v. C L Sys., Inc., 640 F.2d 109, 113 (8th Cir. 1981). The party requesting the injunctive relief bears the "complete burden" of proving all the factors listed above. Gelco, 811 F.2d at 418.
A. Irreparable Harm
CSC alleges irreparable harm, claiming that Brummet was the primary contact with many customers and therefore has a personal hold on CSC's goodwill. Brummet claims that he possesses no proprietary information or valuable customer contacts, and disputes CSC's allegation that he breached the agreements. The Court finds that CSC has demonstrated that it would suffer irreparable harm if the injunction was not issued. The record demonstrates that Brummet was a high-level employee of CSC who had significant responsibilities. CSC has also provided evidence that Brummet had access to confidential and proprietary information, and that Brummet is the primary contact with many CSC customers. In particular, CSC has provided evidence that at least one customer, in Mexico, switched its business from CSC to Penny Newman after Brummet's departure. See Webb Publishing v. Fosshage, 426 N.W.2d 445, 448 (Minn.Ct.App. 1988) (holding that irreparable harm exists where an employee has a "personal hold" good will of the business or its clientele). The Court therefore concludes that Brummet's tenure with CSC and its predecessor, his relationships with CSC's customers, and his position within the company, all would combine to cause irreparable harm to CSC if the injunction was not issued.
B. Likelihood of Success
Under Minnesota law, restrictive covenants like those in this case are enforced only to the extent reasonably necessary to protect a legitimate business interest. Webb Publishing, 426 N.W.2d at 450. Non-compete provisions are reasonable if they are supported by adequate consideration, are temporally and geographically reasonable, and relate to a legitimate interest of the employer that is greater than the interest of the employee. Id. 449-50. In this case, the Court finds that CSC is likely to succeed on the merits.
First, the non-compete provisions were supported by adequate consideration. The record shows that each of the provisions promised either additional benefits or new employment. Second, the non-compete clauses are temporally and geographically reasonable. The terms are limited to only one year, but they have no geographic limitation. Brummet argues that this factor makes the provisions unreasonable. The Court disagrees, and finds that given the international nature of the commodities markets and of CSC's business in particular, the absence of a geographic restriction was reasonable. Finally, the Court finds that the non-compete provisions are related to a legitimate business interest of CSC, namely, preventing loss of customers. Moreover, this interest is greater than Brummet's interest in his association with Penny Newman during the one-year non-compete period. Based upon these factors, the Court finds that CSC has demonstrated a likelihood of success on the merits.
C. Balance of Harms
CSC argues that the balance of harms favors it, because it stands to lose a great deal of business, while Brummet will lose only one year of working in the cottonseed trading business. Brummet, however, argues that the balance of harms favors him, because an injunction will prevent him from working in the field of his choice for one year. The Court finds that the balance of harms favors CSC. Through Brummet's contacts with CSC's customers, he could potentially cause irreparable harm to CSC's business. Brummet, however, is not barred from working during the non-compete period. Nor is he barred from working in the commodities industry. He is simply barred from engaging in certain activities that would bring him into competition with CSC. As stated above, the Court finds this to be a reasonable restriction, and concludes that any harm the injunction causes Brummet will be far outweighed by the harm that will befall CSC if the injunction did not issue.
D. Public Interest
The public certainly has an interest in permitting individuals to work in their chosen fields, as Brummet argues. However, it is also true that "the public interest is served by upholding valid restrictive covenants." Millard v. Electronic Cable Specialists, 790 F. Supp. 857, 863 (D.Minn. 1992) (applying Minnesota law). In this case, the Court finds that the public interest in upholding valid covenants and contracts is paramount. Therefore, this factor favors issuing the injunction.
III. Leave to Amend
CSC also seeks to amend its complaint to include tortious interference with contract claims against Penny Newman. CSC filed this action against Brummet in July 2002. CSC contends that it only recently became aware of Brummet's involvement with Penny Newman in violation of the Standstill Agreement. CSC therefore argues that the complaint may be amended to include Penny Newman so that it may obtain complete relief.
Rule 15(a) of the Federal Rules of Civil Procedure mandates that leave to amend be granted liberally, whenever "justice so requires." See Fed.R.Civ.P. 15(a); Foman v. Davis, 371 U.S. 178, 182 (1962); Bell v. Allstate Life Ins. Co., 160 F.3d 452, 454 (8th Cir. 1998); Beeck v. Aquaslide `N' Dive Corp., 562 F.2d 537, 539-40 (8th Cir. 1977). Such leave should not be granted, however, if the party opposing amendment can show prejudice. Bell, 160 F.3d at 454; Beeck, 562 F.2d at 540. The Court finds that given the recently developed facts in this case, and the existence of the Standstill Agreement between CSC and Penny Newman, justice requires that CSC be permitted to amend its complaint.