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STATE OF MICHIGAN
IN THE CIRCUIT COURT FOR THE COUNTY OF LIVINGSTON
BRIGHTLINE TECHNOLOGIES, INC,
Plaintiff,
v. Case No. 19-30430-CB
Hon. Michael P. Hatty
RYAN BONNER,
Defendant.
_______________________________/
OPINION AND ORDER ON PLAINTIFF’S
MOTION FOR PRELIMINARY INJUNCTION
At a session of the 44
th
Circuit Court,
held in the City of Howell, Livingston County,
on the 2nd day of October, 2019.
THIS MATTER comes before the Court on Plaintiff Brightline Technologies, Inc.’s
(“Brightline”)’s Ex Parte Motion for Temporary Restraining Order and Preliminary Injunction
(the “Motion”) against Defendant Ryan Bonner (“Bonner”). This Court having reviewed the
Parties’ submitted briefs, having heard oral from the Parties, and being otherwise fully advised in
the premises, GRANTS Brightline’s Motion in part, as set forth herein.
I
Brightline filed a two-count Verified Complaint for breach of contract and tortious
interference against Bonner on August 12, 2019. At the same time, Brightline moved for a
temporary restraining order, which was entered by the Court on August 13, 2019. The Court set
a show cause hearing for August 22, 2019, and the hearing was adjourned until August 29, 2019,
at Bonner’s request. At the subsequent August 29, 2019, hearing, the Court heard argument
from counsel for both Parties as well as considered documentary evidence previously submitted
by the Parties. The Court, based upon the arguments made at the hearing, as well as the
evidentiary submissions from the Parties, found good cause existed to continue the temporary
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restraining order until such time as a written opinion could be entered regarding a preliminary
injunction. The Court now makes the following findings of fact and conclusions of law for
purposes of entering a preliminary injunction.
II
Brightline is a Brighton, Michigan-based information and technology (“IT”) company
which, among other things, specializes in cybersecurity compliance and consulting. This
includes consulting relating to government and private sector cybersecurity and privacy
standards. Bonner is an Ann Arbor resident who was employed by Brightline from on or about
June 25, 2014, until on or about June 17, 2019. Bonner currently works as a consultant
providing services, including DFARS 252.204-7012 (“DFARS”) and NIST Special Publication
8090-171 (“Special Publication”) consulting.
At or about the time of his hire, Bonner entered into two separate agreements with
Brightline, a Sales Consultant and Employment Agreement and a Non Compete Agreement.
The Non Compete Agreement provides, in pertinent part, the following:
2. The Employee will not, directly or indirectly, during the Noncompetition
Period, solicit, request or advise any customer or supplier that plays or has
played a role in the Restricted Business or terminate or reduce the volume,
frequency or quality of its relationship, or request or advise any person to
refrain from becoming a customer or supplier of the Restricted Business of
the Company or reduce the volume, frequency or quality of its customer or
supplier relationship with the Company.
***
7. As used in this agreement, (i) “Restricted Business” shall mean the
Business, or any facet of the Business, as it was carried on by Company at
any time prior to the employment of Employer; (ii) “Noncompetition
Period” shall mean the period commencing within the hiring date and
ending on the date that is two (2) years after the termination date of
Employee . . .
8. Confidentiality. Employee hereby agrees to treat all Confidential
Information (as defined below) in a confidential manner, not use any
Confidential Information for his own or a third party’s benefit and not
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communicate or disclose, orally or in writing, any Confidential
Information to any person, either directly or indirectly, under any
circumstances without the prior written consent of Company . . .
Bonner initially held the title of IT Marketing and Sales Consultant at Brightline, but later
became Director of Compliance. Bonner’s duties for Brightline included: maintaining
relationships with customers and referral sources, obtaining sales contracts, attending sales
meetings and meeting prospective customers, determining prospective customers’ business
requirements and finding suitable products and services to meet those requirements, answering
technical questions regarding proposed solutions, and presenting findings to the customer and a
technical team.
During his employment with Brightline, Bonner’s specific work included compliance
consulting relating to DFARS and the Special Publication. DFARS and the Special Publication
are, generally speaking, publications relating to Department of Defense cybersecurity and
privacy standards. Private contractors who wish to do business with the Department of Defense
must comply with these standards. Although DFARS and the Special Publication were not
published until after Bonner started his employment with Brightline, providing compliance
solutions was already within its established business. For example, Brightline had provided
proprietary solutions relating to similar requirements imposed by other government agencies
such as the SEC and FINRA, or privacy laws such as the Heath Insurance Portability and
Accountability Act (“HIPAA”).
In late 2016, Bonner was connected with Michigan Manufacturing Technology Center
("MMTC") by his former high school principal, Jim Darga, and then connected Brightline with
MMTC. Prior to 2016, MMTC did not do any work with, or subcontract work to, Brightline.
Sometime thereafter, MMTC contracted and subcontracted with Brightline for cybersecurity and
privacy compliance consulting services and also contracted with four other organizations for the
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same services. MMTC worked with Ryan Bonner with respect to DFARS compliance consulting
and NIST documentation and worked with other Brightline personnel as appropriate.
On June 24, 2019, MMTC was informed by Brightline via email that Ryan Bonner no
longer worked for Brightline. After Bonner’s departure, Brightline asserts MMTC ceased all
communications with Brightline and Brightline suffered the loss of multiple contracts with the
MMTC and its affiliate organization the Right Place. Bonner asserts that MMTC still works with
Brightline and communicates with Brightline; that since July 2019, MMTC has only paid
Brightline for services and has not paid Bonner for services; and that any decrease in the amount
of work MMTC does with Brightline is related to “current uncertainty of market adoption.”
Bonner further assert that he “did not, in any way, take actions to reduce the quality of
Brightline’s relationship or work with MMTC.”
III
A
An injunction is an extraordinary remedy which should be granted only when justice
requires. Fancy v Egrin, 177 Mich App 714, 720; 442 NW2d 765 (1989). Four factors must be
considered in determining whether to grant injunctive relief: (1) the likelihood that the party
requesting the injunction will prevail on the merits; (2) the danger that the party seeking the
injunction will suffer irreparable harm if the injunction is not issued; (3) the risk that the party
seeking the injunction will be harmed more by absence of an injunction than the opposing party
would be by granting the relief; (4) the harm to public interest if the injunction is issued.
Michigan State Employees Ass’n v Dept of Mental Health, 421 Mich 152; 365 NW2d 93 (1984).
Demonstrating irreparable harm is an “indispensable requirement” to obtaining a
preliminary injunction. Michigan Coalition of State Employees Unions v Michigan Civil Serv
Comm’n, 465 Mich 212; 634 NW2d 692 (2001). Irreparable harm requires the showing of a non-
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compensable injury for which there is no legal measure of damages. Thermatool Corp v Borzyn,
227 Mich App 366; 575 NW2d 334 (1998). Further, “[a]t the hearing on an order to show cause
why a preliminary injunction should not issue, the party seeking injunctive relief has the burden
of establishing that a preliminary injunction should be issued whether or not a temporary
restraining order has been issued.” MCR 3.310(A)(4).
Of these four factors, the most important is the likelihood that the plaintiff will suffer
irreparable injury of a nature beyond the power of the court to remedy before a trial on the merits
may occur. The showing of irreparable injury must be “particularized.” Lash v City of Traverse
City, 479 Mich 180; 735 NW2d 628 (2007). There must be a real and imminent danger of
irreparable injury. Michigan Council 25, AFSCME v Wayne County, 136 Mich App 21, 25; 355
NW2d 624 (1984). Speculative or potential injuries do not suffice. Pontiac Fire Fighters Union
Local 376 v City of Pontiac, 482 Mich 1, 11; 753 NW2d 595 (2008). Thus, if trial will take
place before any injury is likely to occur, injunctive relief is not appropriate. Nor is equitable
relief appropriate if the injury is of such a nature that other adequate relief, normally money
damages, is available. Thus, once imminent irreparable injury has been established, the court
must balance the other factors. In general, the extent to which a party must demonstrate a
likelihood of success varies inversely with the degree of harm the party will suffer absent an
injunction. Roth v Bank of the Commonwealth, 583 F2d 527, 538 (CA6 1978).
B
An employer may obtain from an employee an agreement or covenant which
protects an employer's reasonable competitive business interests and expressly
prohibits an employee from engaging in employment or a line of business after
termination of employment if the agreement or covenant is reasonable as to its
duration, geographical area, and the type of employment or line of business. To
the extent any such agreement or covenant is found to be unreasonable in any
respect, a court may limit the agreement to render it reasonable in light of the
circumstances in which it was made and specifically enforce the agreement as
limited.
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MCL 445.774a(1)
Under Michigan law, such a restrictive agreement is enforceable as long as: (1) it is
reasonably drawn as to its duration, geographical scope, and line of business; and (2) it protects
the legitimate business interests of the party seeking enforcement. Apex Tool Group, LLC v
Wessels, 119 F Supp3d 599 (ED Mich 2015). However, such an agreement may not be read to
extend beyond an employer’s reasonable competitive business interests. Whirlpool Corp v Burns,
457 F Supp2d 806 (WD Mich 2006). Such business interests include the anticompetitive use of
confidential information and protecting against the solicitation or interference of the employer’s
customers. Mapal, Inc v Atarsia, 147 F Supp 3d 670 (ED Mich 2015). Finally, if such an
agreement is reasonable, and thus not violative of the law or public policy, and the terms
contained therein are unambiguous, the agreement is not open to judicial construction and must
be enforced as written. Rory v Continental Ins Co, 473 Mich 457; 703 NW2d 23 (2005).
IV
Upon review of the Agreement, paragraph 2 essentially contains two agreements, one an
agreement not to compete and the other a non-solicitation. Specifically, the agreement not to
compete provides that Bonner “will not directly or indirectly… solicit request or advise any
customer or supplier that plays or has played a role in the Restricted Business or terminate or
reduce the volume, frequency or quality of its relationship.” In paragraph 7, the term “Restricted
Business” is defined as “the [b]usiness, or any facet of the [b]usiness, as it was carried on by
[Brightline] at any time prior to the employment of Employe[e].”
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The non-solicitation
agreement provides that Bonner not “request or advise any person to refrain from becoming a
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First, the term “Business” is capitalized and not defined. Further, the phrase “employment of
Employer” is nonsensical. Accordingly, for the purposes of this Opinion and Order, this Court
will interpret the language to provide that the common definition of the word “business” should
apply to that word, capitalized or not, and that “Employer” was a typo and should have been
“Employe[e].” Shay v Aldrich, 487 Mich 648; 790 NW2d 629 (2010)
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customer or supplier of the Restricted Business of [Brightline] or reduce the volume, frequency
or quality of its customer or supplier relationship with [Brightline]. These provisions of the
Agreement are enforceable for two years following Bonners’ employment and are limited to the
geographic area of “Chicago, Illinois and the counties of the State of Michigan and geographic
area in which [Brightline] conducted the Restricted Business within 45 miles of each customer.”
Upon review of this language, this Court concludes that the agreement not compete applies to
Brightline’s customers and the facets of its business that existed prior to Bonner’s employment.
The non-solicitation agreement applies to any customers: past, present, or future.
This Court agrees with Bonner that because MMTC was not a customer until after he was
hired, and because regulations concerning DFARS and the Special Publication were not
published until after Bonner started his employment with Brightline were not in place at that
time, the agreement not to compete is inapplicable to that customer. However, the non-
solicitation agreement prevents Bonner from discouraging a relationship between any customer
and Brightline, regardless of whether or not such a customer had done business with Brightline
before or after Bonner’s employment. For that matter, this would apply to potential future
customers of Brightline. Further, the disclosure of “Confidential Information,” as that term is
defined in the Agreement, is prohibited as to “any person.”
Bonner asserts that he has not breached the Agreement even under such an interpretation
and this Court has not been presented with enough evidence to determine the likelihood that such
a breach occurred. However, if this Court were to determine that Bonner did breach the
Agreement as provided herein, Brightline would most certainly succeed on the merits. Given that
Bonner asserts that his relationship with MMTC is not violative of the Agreement, the balance of
harms favor’s Brightline. Specifically, the harm Bonner would suffer by this Court granting
Brightline’s request for entry of a preliminary injunction is less than the harm Brightline would
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suffer if this Court denied that request. This Court further finds that the public interest is served
by granting the instant preliminary injunction.
V
IT IS ORDERED THAT Defendant Ryan Bonner is prohibited and enjoined from in engaging in
the following activities during the pendency of this action, but not later than June 17, 2021:
1. Directly or indirectly soliciting, requesting, or advising any customer or supplier that played
a role in the business of Brightline at any time prior to June 25, 2014, or terminate or reduce
the volume, frequency, or quality of such a relationship. These restrictions are limited to the
Restricted Area, as that term is defined in the Agreement.
2. Requesting or advising any person to refrain from becoming a customer or supplier of
Brightline or reduce the volume, frequency, or quality of a relationship between Brightline
and any of its past, current, or potential customers or suppliers. These restrictions are limited
to the Restricted Area, as that term is defined in the Agreement.
3. Disclosing any Confidential Information, as that term is defined in the Agreement, to any
person or entity, or using any Confidential Information for either Bonner’s benefit or any
other person or entity’s benefit.
IT IS FURTHER ORDERED THAT the Temporary Restraining Order entered by this Court on
August 13, 2019, is vacated and set aside.
IT IS SO ORDERED.
_________________________
Michael P. Hatty
Circuit Court Judge
