| Indotronix Intl. Corp. v Ayyala |
| 2009 NY Slip Op 07985 [67 AD3d 643] |
| November 4, 2009 |
| Appellate Division, Second Department |
| Indotronix International Corporation, Appellant, v NareshAyyala et al., Respondents. |
—[*1] Mark M. Aarons, New York, N.Y. (Neal D. Futerfas of counsel), for respondent NareshAyyala. Gallet Dreyer & Berkey, LLP, New York, N.Y. (David S. Douglas of counsel), forrespondent Datalinx Corporation.
In an action, inter alia, for injunctive relief and to recover damages for breach of a covenantnot to compete, the plaintiff appeals, as limited by its brief, from so much of an order of theSupreme Court, Dutchess County (Sproat, J.), dated July 23, 2008 as granted those branches ofthe separate motions of the defendants Naresh Ayyala and Datalinx Corporation which were forsummary judgment dismissing the first, second, third, fourth, sixth and seventh causes of action.
Ordered that the order is affirmed insofar as appealed from, with one bill of costs.
The defendant Naresh Ayyala worked for the plaintiff Indotronix International Corporation(hereinafter Indotronix) for approximately 10 years, placing information technology consultantsat companies within several different industries, including the telecommunications industry.When he was hired for the position, Ayyala signed a nondisclosure and noncompetitionagreement (hereinafter the noncompete agreement), which prohibited, among other things,employment or partnership with any vendors, clients, or agents of Indotronix with whom hecame into contact during the course of his employment with Indotronix for a period of one yearfrom the date of termination of employment. Ayyala resigned from his position with Indotronixand began working for the defendant DataLinx Corporation (hereinafter DataLinx), which alsoplaced information technology consultants at companies within the telecommunications industry.Indotronix commenced the instant action against Ayyala and DataLinx (hereinafter together thedefendants) seeking, inter alia, injunctive relief and monetary damages for breach of thenoncompete agreement and breach of a duty of loyalty.
The defendants met their prima facie burden of establishing their entitlement to judgment asa matter of law dismissing Indotronix's causes of action alleging breach of contract,misappropriation of confidential information, and unjust enrichment. The defendants submittedevidence demonstrating that [*2]Ayyala did not disclose anyconfidential or proprietary information belonging to Indotronix (see Natural Organics, Inc. v Kirkendall,52 AD3d 488 [2008]; Buhler v Maloney Consulting, 299 AD2d 190 [2002];Walter Karl, Inc. v Wood, 137 AD2d 22, 27 [1988]; Catalogue Serv. of Westchesterv Henry, 107 AD2d 783, 784 [1985]; Anchor Alloys v Non-Ferrous Processing Corp.,39 AD2d 504, 507 [1972]). The unsubstantiated assertions and speculations submitted byIndotronix in opposition were insufficient to raise a triable issue of fact (see Alvarez vProspect Hosp., 68 NY2d 320, 325 [1986]). Furthermore, to the extent that the noncompeteagreement prohibiting Ayyala from seeking employment with any vendor, agent, or client ofIndotronix was enforceable (see BDO Seidman v Hirshberg, 93 NY2d 382, 388-389[1999]; Reed, Roberts Assoc. v Strauman, 40 NY2d 303, 307 [1976]), the defendantssubmitted sufficient evidence establishing that Ayyala did not violate the agreement and, inopposition, Indotronix failed to raise a triable issue of fact (see Alvarez v Prospect Hosp.,68 NY2d at 325).
Furthermore, the defendants met their prima facie burden of establishing their entitlement tojudgment as a matter of law dismissing Indotronix's causes of action alleging breach of a duty ofloyalty, aiding and abetting in the breach of a duty of loyalty, and theft of corporateopportunities. The defendants submitted evidence establishing that Ayyala's conduct was notinconsistent with the interests of Indotronix (see Western Elec. Co. v Brenner, 41 NY2d291, 295 [1977]). Furthermore, the defendants submitted evidence establishing that Ayyala didnot conceal a corporate opportunity from Indotronix, or assist DataLinx in the theft of acorporate opportunity (see Chemfab Corp. v Integrated Liner Tech., 263 AD2d 788, 790[1999]; cf. Gomez v Bicknell, 302 AD2d 107, 112-113 [2002]). In opposition,Indotronix failed to raise a triable issue of fact (see Alvarez v Prospect Hosp., 68 NY2dat 325). Fisher, J.P., Covello, Dickerson and Lott, JJ., concur.