Deleo v. Equale & Cirone, LLP

Syllabus

The plaintiff, a certified public accountant, was a partner at the defendant accounting firm, where the defendant C was a managing partner. After the plaintiff left the partnership, he brought an action against the defen- dants, claiming, inter alia, a breach of fiduciary duty. The defendants filed a counterclaim, alleging, inter alia, damages under a noncompete provision in the partnership agreement. Following the trial court's judg- ment in favor of the defendants on the complaint and on the counter- claim, the plaintiff appealed to this court, which reversed the judgment of damages pursuant to the noncompete provision and directed the trial court to determine whether the noncompete provision constituted a reasonable restraint of trade. The trial court thereafter concluded that the noncompete provision constituted an unreasonable restraint of trade and was therefore unenforceable and rendered judgment for the plaintiff, and the defendants appealed to this court. Held that the trial court properly determined that, under the specific facts found, which were not clearly erroneous, the noncompete provision unreasonably restrained trade and was unenforceable: although the parties had equal bargaining power and entered into the partnership agreement volunta- rily, that was not determinative of whether the noncompete provision was a reasonable restraint of trade, the court's conclusion was legally correct based on the factual circumstances in this case, weighed in totality and balancing the factors the Supreme Court determined in Scott v. General Iron & Welding Co. (171 Conn. 132), as the noncompete provision was not reasonably necessary to protect the defendants' busi- ness interests, as the court found that the noncompete provision imposed a significant financial hardship on the plaintiff that was so disproportion- ate to what was necessary to protect the defendants' business interests that it instead constituted a windfall to the defendants and would prevent the plain