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SR Bus. Servs. Inc. v. Bryant

The defendant failed to show that the mere enforcement of a forum selection clause in a merger agreement violated public policy where the agreement also contained a covenant not to compete..

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These cases are before us on appeal from the trial court’s grant in part and denial in part of Kenneth Bryant’s motion for partial summary judgment. In Case No. A04A0108, SR Business Services SRB appeals, claiming the trial court erred in not enforcing the forum selection clause in the merger agreement in question, and also in finding that certain restrictive covenants in the agreement were unenforceable. In Case No. A04A0109, Bryant appeals the trial court’s denial of his motion for summary judgment on the enforceablilty of the non-interference policy of the stock option agreement. Because we conclude that the trial court erred in not enforcing the forum selection provision of the merger agreement, we reverse in both cases. This case arose when Smith & Radigan, professional accountants, merged with CBIZ, formerly known as International Alliance Services, Inc. After the merger, Smith & Radigan became SR Business Services, a wholly-owned subsidiary of CBIZ.

Kenneth Bryant, plaintiff below, was one of six partners in Smith & Radigan. When the companies merged in 1997, Bryant became a vice-president in the new company. In 2001, Bryant resigned and, according to SRB, openly solicited clients and employees to leave SRB, in violation of various restrictive covenants entered into at the time of the merger.

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