Hartford Business Journal

HARTFORDBUSINESS.COM | JUNE 10, 2024 19 Here's A Glimpse of Our Bank Portfolio... Building banks is a specialty of ours. Over the years, PDS has had the great privilege of working closely and often with some of the area's most respected banks, including TD Bank and Webster Bank. These projects have ranged from new construction to general renovation, including several new free standing buildings, one of which incorporated the latest TD Bank design with LEED Platinum credentials. In addition, we have completed fast track interior fi t-outs with all new fi nishes specifi c to our client's design needs. With in-house disciplines of engineering from civil to mechanical, PDS can design the right building to fi t your budget and timeline. SPOTLIGHT ON: COMMERICAL 107 Old Windsor Road, Bloomfi eld, CT 06002 | 860.242.8586 | pdsec.com THINK • PLAN • BUILD 4,000 SF | Wallingford, CT 4,000 SF | Norwalk, CT Various Interior Renovations Bringing over five decades of expertise to the table, we've specialized in crafting pre-engineered metal buildings since 1965. This latest project, spanning an impressive 54,000 square feet, was tailored to the needs of our valued client, Hartford Truck Equipment in South Windsor, CT. Designed and built to their precise specifications, this new facility is set to be a versatile production and storage space for equipment, parts, and much more. For almost 60 years, PDS Engineering & Construction has prioritized building relationships based on trust, efficiency, and transparency. It's these values that ensure we consistently deliver the highest quality results. 107 Old Windsor Road, Bloomfield, CT 06002 | 860.242.8586 | pdsec.com Hartford Truck Equipment in South Windsor, CT Here's A Glimpse of Our Bank Portfolio... Building banks is a specialty of ours. Over the years, PDS has had the great privilege of working closely and often with some of the area's most respected banks, including TD Bank and Webster Bank. These projects have ranged from new construction to general renovation, including several new free standing buildings, one of which incorporated the latest TD Bank design with LEED Platinum credentials. In addition, we have completed fast track interior fi t-outs with all new fi nishes specifi c to our client's design needs. With in-house disciplines of engineering from civil to mechanical, PDS can design the right building to fi t your budget and timeline. SPOTLIGHT ON: COMMERICAL 107 Old Windsor Road, Bloomfi eld, CT 06002 | 860.242.8586 | pdsec.com THINK • PLAN • BUILD 4,000 SF | Wallingford, CT 4,000 SF | Norwalk, CT Various Interior Renovations CONSTRUCTING EXCELLENCE SPOTLIGHT ON: COMMERCIAL of Primacy information. The lawsuit also sought actual, compensatory and exemplary damages "to be determined at trial." A negotiated settlement was reached in the case in late May, but details were not available. Attorneys representing Primacy, Unlock Health and Cyr did not respond to requests for comment. 'You can't unring a bell' While the case has been settled, its timing, given the FTC's pending ban, raised questions not just about the validity of most noncompete agreements but also about the ability of businesses to protect proprietary information. Salvatore G. Gangemi, a partner with law firm Murtha Cullina LLP who was not involved with the Primacy case, said one key aspect of the lawsuit would have been whether the FTC's noncompete ban would apply. While Primacy described Cyr as a senior executive, which would make his noncompete agreement enforce- able under the FTC ban, the rule provides a specific definition that must be met, Gangemi said. "In order to be considered a senior executive under the ban, he would have to be earning over $151,164 per year," he said of Cyr. In addition, Cyr would need to have had "final authority to make policy decisions that control significant aspects of a business entity and does not include authority limited to advising or exerting influence" over such policy decisions. Since the case was settled before it went to trial, we don't know whether Cyr "earned the requisite salary and/ or had the type of 'final' authority required to be considered a senior executive," Gangemi said. But if he did, "the FTC ban would have no effect on him for his breach," he said. If Cyr was not a senior executive, however, "then several aspects of his restrictive covenants could not be enforced," including the noncompete clause, Gangemi said. The FTC's ban does not expressly prohibit clauses that bar the solici- tation of employees or customers, but it does make clear "that if a non-solicitation clause functions as a noncompete, then the clause would be invalid," he said. Still, the FTC's ruling does not mean employees can abscond with confidential information or trade secrets, but Gangemi believes the noncompete ban could make it significantly harder for employers to prevent it. "The FTC ban disregards an employer's difficulty in protecting its confidential information or trade secrets," he said. "Under current law, noncompetes that exist for these purposes are perfectly legitimate as long as the employee was aware of the confidential information or trade secrets and could potentially use such information for the benefit of another employer." Gangemi said the FTC's ban will require employers to come up with different ways to prevent the theft of such information, "without outright prohibiting an employee from working for a subsequent employer." In other words, he said, "Employers would have to prove that a sharing of such information with a new employer actually occurred. This is not easy to do, and without initial proof that it has happened would likely make it more difficult for an employer to secure a temporary injunction." By the time an employer learned of a misappropriation, he added, "it might be too late to protect itself. You can't unring a bell." Primacy's 47-page civil lawsuit (shown above) was filed in April and reached a settlement in late May. Salvatore G. Gangemi

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