Dillard, Presiding Judge. BB&T Insurance Services, Inc. appeals from the trial court’s grant of summary judgment in favor of Hoyt E. Renno, Jr. and John Snellings Walters Insurance Agency, Inc. d/b/a Snellings Walters Insurance Agency. In doing so, BB&T asserts that the trial court erred in granting the motion because (1) Renno’s employment agreement with it was ancillary to the sale of a business, (2) the terms of the agreement were enforceable under lesser scrutiny, (3) it was not estopped from enforcing the agreement, (4) Renno violated the agreement, and (5) there was sufficient evidence to withstand summary judgment on whether Snellings Walters interfered with its business relationships. For the reasons set forth infra, we affirm. Viewed in the light most favorable to BB&T (i.e., the non-moving party),[1] the record shows that on April 2, 2001, it entered into an employment agreement with Renno. This agreement noted that BB&T purchased Stephens & Company Insurance Services, Inc.—a company for which Renno was both a shareholder and director—and provided that Renno would be employed by BB&T. The document further reflected that BB&T wished to “secure [Renno's] participation in the business” for “reasonable and proper compensation,” protect its proprietary and confidential information, and protect itself in the event Renno’s employment was terminated. And under the terms of the contract, Renno was named a vice president of BB&T, and his “official position” was “Business Insurance Agent III.” Earlier, on February 8, 2001, Renno and two fellow minority shareholders in Stephens & Co. executed a document by which the majority shareholder transferred 5,985 of his 15,750 shares to the three minority shareholders (1,995 shares each), leaving them with 7,245 shares each and the majority shareholder with 9,765 shares. The document also provided that the stock transfer closing would take place “one (1) day prior to, and shall be contingent upon[ ] consummation of the contemplated business reorganization between [Stephens & Co.] and BB&T Corporation.” Thus, before signing the employment agreement on April 2, 2001, Renno and the three other joint shareholders and directors of Stephens & Co. executed a transfer of assets from that company to BB&T in the reorganization. Following the execution of these various agreements, Renno worked for BB&T until April 23, 2018, at which time both he and another employee, Cameron Davis, notified BB&T that they were resigning from their positions, effective immediately. After Renno’s resignation, BB&T took inventory of his office and discovered that three-ring binders containing customer information were missing. Indeed, on the eve of his resignation, Renno was seen removing a number of items from his office, including three-ring binders. BB&T also found that, prior to his resignation, its computer system prevented Renno from exporting a contact list of some 2,000 to 3,000 of his customers to his personal email address. Additionally, just before submitting his resignation, Renno used his BB&T email account to send an email to his personal account. This email blind-copied BB&T clients to inform them of Renno’s impending resignation and included within the signature line a hyperlink to his personal LinkedIn page, which had been updated to show his new professional email address and place of employment—Snellings Walters. Davis sent a similar email within the next hour. Renno and Davis then left BB&T’s office and went to work for Snellings Walters that same day. On the day Renno and Davis resigned from BB&T, Renno texted another BB&T employee, Cheryl O’Pry, requesting that she meet him and Davis for breakfast before work; and the following day, a principal from Snellings Walters sent O’Pry a text message. Shortly thereafter, O’Pry also submitted her resignation to BB&T in order to go work for Snellings Walters. In the wake of these resignations, multiple BB&T clients from Cobb County and counties contiguous to Cobb moved their business to Snellings Walters. And since his departure, Renno has sold and serviced insurance products in those counties. Indeed, as of April 2019, BB&T claimed it had suffered $949,395 in lost commission revenue.[2] BB&T filed suit against Renno, asserting that he breached his employment agreement with regard to the provisions for non-competition, customer solicitation, employee solicitation, and confidentiality.[3] BB&T later amended its complaint to add a claim against Snellings Walters for tortious interference with its contractual and employment relationships. Renno and Snellings Walters filed a motion for summary judgment, and BB&T filed its own motion for partial summary judgment. Following a hearing on the matter, the trial court issued an order on the parties’ competing motions. Specifically, the trial court concluded that the relevant covenants existed in an employment agreement, rather than within the sale agreement for Stephens & Co. to BB&T, and thus, they were subject to strict scrutiny. In reaching its decision, the trial court concluded that the restrictive covenants related only to Renno’s employment and not to the sale of the business. And as a result, the court determined that Renno had no more bargaining power with BB&T than an ordinary employee, thus supporting the application of strict scrutiny to those covenants. Alternatively, the trial court concluded that Renno’s original employment agreement had expired and that subsequent renewals of the contract did not include the sale of Stephens & Co. as consideration. Finally, the court held that, regardless of the level of scrutiny applied, BB&T could not enforce the covenants due to its own breach of the contract. The court also found that no evidence supported the claim that Snellings Walters tortiously interfered with BB&T’s business relationships. Accordingly, the trial court granted Renno and Snellings Walters’s motion for summary judgment in its entirety and denied BB&T’s motion for partial summary judgment. This appeal follows. Summary judgment is proper if “the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.”[4] And to prevail on a motion for summary judgment, the moving party “must demonstrate that there is no genuine issue of material fact.”[5] If so, that party is entitled to judgment as a matter of law.[6] This may be done by “either presenting evidence negating an essential element of the plaintiff’s claims or establishing from the record an absence of evidence to support such claims.”[7] With the foregoing in mind, we turn to BB&T’s claims of error. 1. For starters, BB&T asserts that the restrictive covenants in Renno’s employment contract are ancillary to the sale of a business and, thus, are subject to much less scrutiny and may be blue penciled to make any overbroad terms valid. Alternatively, BB&T argues that there is a genuine issue of material fact on this question. We disagree.[8] Restrictive covenants that impose an unreasonable restraint on trade are void as against public policy.[9] And whether restrictive covenants are reasonable is a question of law, which we review de novo.[10] In this regard, our courts apply “different levels of scrutiny to restrictive covenants depending generally upon whether the contract at issue is an employment contract, a contract for the sale of a business, or a professional partnership agreement[.]“[11] So, traditionally, our courts “divide restrictive covenants into covenants ancillary to an employment contract, which receive strict scrutiny and are not bluepenciled, and covenants ancillary to a sale of business, which receive much less scrutiny and may be bluepenciled.”[12] And we have consistently held that “when parties execute separate contracts for the seller’s sale of the business and the seller’s subsequent employment and each contract contains different restrictive covenants, the restrictive covenants in the employment contract are subject to strict scrutiny.”[13] In conducting this analysis, we consider the relative bargaining power of the parties and whether there is independent consideration for the restrictive covenant.[14] And courts have reasoned that contracts of employment receive strict scrutiny because they can involve “parties of unequal bargaining power,”[15] while contracts for sales of business interests receive less scrutiny because they are more likely to be “entered into by parties on equal footing.”[16] Here, BB&T argues that the restrictive covenants at issue are ancillary to its purchase of Stephens & Co. and, thus, are subject to much less scrutiny. But Renno contends that the restrictive covenants are solely part of his employment agreement and, thus, are subject to strict scrutiny. The trial court agreed with Renno and, even viewing the evidence in the light most favorable to BB&T, we do as well. The record shows that although Renno’s employment agreement references the sale of Stephens & Co. to BB&T, only the employment agreement contains the relevant restrictive covenants, and this contract specifically provides that its purpose is to create an employment relationship between BB&T and Renno. As a result, this situation is similar to those in which the two agreements contain different restrictive covenants rather than the same restrictive covenants—i.e., the contracts are considered separate with strict scrutiny applied to the employment agreement.[17] Additionally, the acquisition agreement between Stephens & Co. and BB&T provides that, along with the other three shareholders, “[o]n the Closing Date, BB&T Insurance shall enter into an Employment Agreement with . . . Hoyt E. Renno, Jr.” Although the acquisition specifies that in order to “consummate the Acquisition to become effective,” Renno would—in addition to the other shareholders—enter into an employment agreement “[a]t or prior to the Effective Time”[18] of the acquisition agreement (which was 5:00 p.m. on April 2), the acquisition agreement does not explicitly say it is contingent upon Renno’s execution of a separate employment agreement.[19] Indeed, in addition to Renno and the other shareholders, this provision of the sales agreement also required that unspecified employees included on a “Schedule 8″[20] also enter into employment agreements.[21] The restrictive covenants in the employment agreement also do not have consideration independent or separate from Renno’s employment.[22] Renno was, of course, one of only four shareholders in Stephens & Co., and he received a share of the profits from the sale in an amount of approximately $1,600,000. But the business acquisition also contemplated entry into employment agreements by other Stephens & Co. employees—the “Schedule 8″ employees discussed supra—who were not shareholders and, thus, did not receive a share of the sale profits.[23] Additionally, while the non-competition restrictive covenants provide that part of their consideration is “the acquisition of [Stephens & Co.] assets by BB&T,”[24] the terms of the restrictive covenant do not relate to Stephens & Co. in any way.[25] Instead, these terms entirely relate to BB&T, including a period that begins with termination of employment from BB&T.[26] Additionally, in contrast with the non-competition covenants, the confidentiality covenant does not reference BB&T’s acquisition of Stephens & Co. as any of its consideration. And on the issue of bargaining power, Renno averred he “did not have the ability to negotiate the terms of the Employment Agreement that [he] signed with BB&T, including the covenants stated in the agreement.” Additionally, a BB&T representative testified that Renno alone, as a minority shareholder, could not independently change any terms of the deal and was limited to giving “input in the negotiation” and providing “input on the deal.” Relatedly, prior to the sale of Stephens & Co. to BB&T, the majority shareholder approached the minority shareholders to inform them that he had been diagnosed with terminal cancer and, accordingly, was interested in selling the company. The three minority shareholders discussed the possibility of buying the majority shareholder’s stock but never made such a proposal. Instead they proceeded with the majority shareholder’s idea to sell the company. And prior to the actual acquisition, Renno and the other shareholders had only two meetings with BB&T representatives to hear details of their proposal. Furthermore, the stock transfer agreement that increased Renno’s ownership percentage of Stephens & Co. reflects that the BB&T negotiation occurred prior to Renno’s execution of same because this agreement was contingent upon the sale of Stephens & Co. to BB&T. So, the entire time that the sale of Stephens & Co. to BB&T was being negotiated, Renno remained one of three minority shareholders, while the sole majority shareholder owned 51 percent of the company. Furthermore, it is undisputed that Renno did not have independent legal counsel. And while it is true that Renno communicated with Stephens & Co.’s counsel, there is no evidence that this counsel advised Renno on the terms of the employment agreement.[27] There is, then, no evidence showing that Renno had bargaining power greater than that of a mere employee to negotiate the sales agreement between Stephens & Co. and BB&T.[28] Accordingly, we agree with the trial court that the evidence, even viewed in the light most favorable to BB&T, shows that Renno’s employment agreement was not ancillary to the sales agreement and, thus, strict scrutiny applies.[29] 2. BB&T contends that the restrictive covenants in the agreement were enforceable as written or with blue penciling. But because the employment contract was not ancillary to the sales agreement, we will not consider the terms of the contract under lesser scrutiny. So, we agree with the trial court that the restrictive covenants are unenforceable under strict scrutiny. Looking to the language at issue in the employment agreement, the restrictive covenants encompass provisions for non-competition and non-recruitment. We will address each of them in turn. a. Non-Competition Provision. The non-competition provisions appear in Section 8 (a) (iii) and (iv) of the employment agreement, as follows: For and in consideration of this Agreement, the employment of Employee by BB&T Insurance, the Term of this Agreement in Section 3 and the limited severance package in Section 5 (b) and the acquisition of the Agency’s assets by BB&T Insurance, Employee agrees that, unless specifically authorized by BB&T Insurance in writing, Employee will not for a period of two years after Employee’s employment with BB&T Insurance has terminated (whatever the reason for the end of the employment relationship): . . . . (iii) Engage in any “Competitive Activity” (as defined below) with any “BB&T Insurance Customer” (as defined below); or (iv) Engage in any “Competitive Activity” (as defined below) within the “Restricted Territory” (as defined below). The provision goes on to define “Competitive Activity” as “the sale, trade or service or attempted sale, trade or service of insurance products.” A “BB&T Insurance Customer” is defined as any company or individual customer of BB&T Insurance (1) who, within the twoyear period ending with the termination of Employee’s employment hereunder, contacted Employee or a person supervised by Employee or was contacted or served by Employee or by a person supervised by Employee regarding the sale, trade or service or the attempted sale, trade or service of insurance products or any other business activities of BB&T Insurance; or (2) who purchased products or services from BB&T Insurance during Employee’s employment with BB&T Insurance. Finally, “Restricted Territory” is defined as “(1) Cobb County, Georgia; and (2) any county contiguous to Cobb County, Georgia.” As previously discussed, restrictive covenants that are ancillary to an employment contract are “subject to strict scrutiny and will be voided by Georgia courts if they impose an unreasonable restraint on trade.”[30] Thus, such a covenant will be upheld so long as it is not unreasonable and is “founded on a valuable consideration, and is reasonably necessary to protect the interest of the party in whose favor it is imposed, and does not unduly prejudice the interests of the public.”[31] And in terms of the capacity for competition, “a former employer does not need a restrictive covenant that prohibits work for a competitor in any capacity in order to protect its legitimate interests[.]“[32] Indeed, a reasonable restriction “sets forth with specific particularity those activities related to the employer’s business in which the employee was trained by the employer or worked for the employer, thereby protecting the employer’s interests from competition in that regard only.”[33] Applying these principles to the provisions at issue, Section 8 (a) (iii) is overbroad and, thus, unenforceable because it is not limited to BB&T customers with whom Renno had material contact.[34] Additionally, Sections 8 (a) (iii) and (iv) are also overbroad because they prohibit Renno from “the sale, trade or service or attempted sale, trade or service of insurance products“[35] and are not limited specifically to those types of insurance products Renno sold during his time with BB&T (i.e., commercial property and casualty insurance).[36] Accordingly, the trial court did not err in concluding that these provisions were unenforceable under an application of strict scrutiny. b. Non-Recruitment Provision. The relevant non-recruitment provision appears in Section 8 (a) (i) of the employment agreement as follows: For and in consideration of this Agreement, the employment of Employee by BB&T Insurance, the Term of this Agreement in Section 3 and the limited severance package in Section 5 (b) and the acquisition of the Agency’s assets by BB&T Insurance, Employee agrees that, unless specifically authorized by BB&T Insurance in writing, Employee will not for a period of two years after Employee’s employment with BB&T Insurance has terminated (whatever the reason for the end of the employment relationship): (i) Solicit, encourage or support any employee of BB&T Insurance to leave the employment of BB&T Insurance[.] This provision is likewise overbroad. The non-solicitation provision is not limited strictly to soliciting BB&T employees into new employment or encouraging them to leave BB&T; it also prohibited Renno from “supporting” any BB&T employee’s personal decision to leave the company. In other words, hypothetically, Renno would violate this provision if he ran into a former coworker and supported his or her decision to leave BB&T to care for an ailing parent. Suffice it to say, this provision is “too broad in its scope to sustain a finding that it was needed to protect legitimate business interests.”[37] Accordingly, each of the restrictive covenants noted supra are unenforceable, and the trial court did not err in so concluding. 3. BB&T continues by arguing that it was not estopped from enforcing the employment agreement because it did not breach the contract as the trial court concluded. But in light of our conclusions supra, we need not reach this alternative ground. 4. Next, BB&T asserts that Renno violated and continues to violate the restrictive covenants in the employment agreement. In light of our conclusions supra that the non-compete and non-recruitment provisions are unenforceable, we need not address whether there was evidence to show that Renno violated those terms. And we also need not address whether the trial court erred in concluding that there was no evidence Renno violated the confidentiality provisions of his employment agreement because BB&T abandoned this argument by failing to provide discussion of or citation to legal authority.[38] 5. Finally, BB&T argues that there was sufficient evidence to withstand summary judgment on the question of whether Snellings Walters interfered with BB&T’s business relationships. Once again, we disagree. In order to demonstrate a tortious interference with contract, a plaintiff must prove four elements: (1) improper action or wrongful conduct by the defendant without privilege; (2) the defendant acted purposely and with malice with the intent to injure; (3) the defendant induced a breach of contractual obligations or caused a party or third parties to discontinue or fail to enter into an anticipated business relationship with the plaintiff; and (4) the defendant’s tortious conduct proximately caused damage to the plaintiff.[39] Generally speaking, a so-called improper action means “predatory tactics such as physical violence, fraud or misrepresentation, defamation, use of confidential information, abusive civil suits, and unwarranted criminal prosecutions.”[40] It is not enough to show that a defendant “simply persuaded a person to break a contract.”[41] In this regard, BB&T asserts that Snellings Walters was “complicit in, and even orchestrated many of, Renno’s illicit activities.” In doing so, BB&T points to Snellings Walters’s review of Renno’s BB&T employment agreement and contends that Snellings Walters “instructed Renno to only honor his contractual obligations . . . ‘where possible.’” But the evidence and testimony to which BB&T cites for this assertion demonstrates something else entirely. It shows that Snellings Walters—while trying to obtain a copy of Cameron Davis’s BB&T employment contract—advised him to “act as if you have a contract and above reproach where possible.” And this advice, according to the testimony, was “[s]imilar to advice that [they] gave [Renno], which [was] don’t solicit customers, don’t solicit employees, don’t take anything private or confidential.” BB&T also attempts to support this claim by asserting that “Snellings Walters drafted Renno’s solicitation email to send to BB&T customers regarding his resignation.” But pretermitting whether Renno’s departure email can even be considered a solicitation, BB&T has not provided a citation to the record that supports the contention that Snellings Walters drafted the email, and we have been unable to locate any such evidence in the record. It is, of course, BB&T’s burden as the appellant to support its arguments with citations to the record,[42] and it is not this Court’s job to cull the record on BB&T’s behalf.[43] Finally, BB&T contends that “Snellings Walters and Renno actively worked together to recruit Davis and O’Pry.” And in support of this claim, they point to O’Pry’s breakfast meeting with Renno and Davis on the morning of their resignations and the fact that she was thereafter contacted by a principal at Snellings Walters. They also cite text messages Renno exchanged with two Snellings Walters principals prior to his resignation that suggest he was trying to persuade Davis to resign with him and also take a job at Snellings Walters. But to the extent BB&T relies upon Renno’s actions to build its case against Snellings Walters, the restrictive covenants in Renno’s contract are unenforceable. And as for Snellings Walters’s communications with or about Davis and O’Pry, there is nothing in the record suggesting that the company used “predatory tactics such as physical violence, fraud or misrepresentation, defamation, use of confidential information, abusive civil suits, and unwarranted criminal prosecutions”[44] in its recruitment of those former BB&T employees. To the contrary, Davis testified he was unhappy in his employment with BB&T due to his disagreement with its decision to out-source jobs to another country, which he believed was impacting the end work product from the company. He further testified that he was already communicating with Snellings Walters on his own prior to learning that Renno was leaving to work there. For her part, O’Pry testified that the first person to speak with her about leaving BB&T to work for Snellings Walters was a principal with Snellings Walters, not Renno, but that it happened right after Renno resigned. And in her communications with Snellings Walters, she learned they could offer her opportunities BB&T could not. More specifically, BB&T denied her request to telecommute, and she had reached the top of her pay scale with no room for advancement. In sum, BB&T offers no evidence that Snellings Walters used improper means or wrongful conduct with an intent to maliciously injure BB&T when it communicated with Davis and O’Pry about future employment opportunities.[45] And, once again, the trial court did not err in granting summary judgment in favor of Snellings Walters on this issue. For all these reasons, we affirm the trial court’s grant of summary judgment in favor of Renno and Snellings Walters. Judgment affirmed. Mercier and Pinson, JJ., concur.
