[co-author: Adrienne Lee]
A Superior Court in Massachusetts has allowed an aesthetician’s lawsuit to proceed against her former employer after it sought to enforce her allegedly void restrictive covenant.
After being terminated by defendant Vanity Lab, the plaintiff and aesthetician Tori Macaroco established her own business providing aesthetician services. Macaroco then received a cease-and-desist letter from a New York law firm, citing the contract she signed as a Vanity Lab employee that contained various restrictive covenants preventing her from “solicit[ing] any employees or patients/customers of Vanity Lab, attempt[ing] to persuade any customer, patient, or employee from leaving Vanity Lab’s services, or reveal[ing] any of Vanity Lab’s confidential information.” The letter also stated that Macaroco was prohibited from practicing as an aesthetician for one year following the end of her employment with Vanity Lab. The letter further advised Macaroco that Vanity Lab would take legal action to enforce its rights in the event of a breach of her contract.
In response, Macaroco took the somewhat uncommon approach of bringing a suit against Vanity Lab with claims of tortious interference, trade libel, and violations of Massachusetts’ unfair business practices statute, known as Chapter 93A, among others. The court denied Vanity Lab’s motion to dismiss these claims.
With respect to Macaroco’s tortious interference allegation, the court rejected Vanity Lab’s contention that Macaroco had failed to identify anyone who would not conduct business with her based on the company’s alleged interference. The court also disagreed with Vanity Lab’s argument that Macaroco failed to plead that it knowingly interfered with any third parties or caused any financial harm. Citing the complaint, Judge White highlighted the allegations that Vanity Lab contacted third parties to inform them that Macaroco was bound by a restrictive covenant, preventing her from providing aesthetician services. The judge reasoned it could be inferred that Macaroco had potential business relationships with these third parties, that this was known by Vanity Lab, and that it contacted the third parties with the goal of interfering with Macaroco’s ability to conduct business with them.
As to Macaroco’s trade libel (“commercial disparagement”) claim against Vanity Lab, the court held that “while thin,” her allegations were nonetheless sufficient to survive the motion to dismiss. Judge White called attention to Macaroco’s complaint, which stated that she was informed by members of the public that Vanity Lab was defaming her in text messages and telephone calls with the purpose of preventing others from entering into business with her. The court reasoned that Vanity Lab’s actions suggested that it had knowledge of, or reckless disregard for, the truth of those statements, and demonstrated an intent to harm Macaroco’s financial interests.
The court also allowed Macaroco’s Chapter 93A claims to proceed, disagreeing with Vanity Lab’s argument that because the contract at issue arose from Macaroco’s employment relationship with the company, it did not fall under the definition of “trade or commerce” as required by Chapter 93A. Judge White instead agreed that the basis of Macaroco’s Chapter 93A claim was Vanity Lab’s sending of the cease-and-desist letter itself, after her employment with Vanity Lab had ended, which she alleged was done with the purpose of threatening her to stop her lawful competing business activities, while the company knew the restrictive covenants were unenforceable. Although the court did not directly address the enforceability of the restrictive covenants, Macaroco’s attorney argued that they are “not supported by consideration and are unnecessary to protect confidential information” as required by Massachusetts’ 2018 non-compete statute.
Takeaways
While it is far more common to see cases involving restrictive covenants brought by a former employer to enjoin a departed employee, this case is notable for the employee’s decision to affirmatively pursue several causes of action against her former employer—particularly given that her claims were not limited to a declaratory judgment action seeking to invalidate the restrictive covenants, as we frequently see. Notably, the defendant employer in this case went beyond merely sending a cease-and-desist letter to Macaroco, instead allegedly using it to prevent others from doing business with her. Nonetheless, for employers, this decision serves as a reminder to take caution in threatening legal action against former employees, and especially in publicizing such threats to third parties, as bold proclamations regarding the legality of a former employee’s conduct just might spur the employee to sue.
