Opinion issued September 25, 2014.




                                     In The

                            Court of Appeals
                                   For The

                        First District of Texas
                         ————————————
                            NO. 01-14-00452-CV
                          ———————————
       CAMERON INTERNATIONAL CORPORATION, Appellant
                                      V.
                      JEREMY GUILLORY, Appellee



                  On Appeal from the 151st District Court
                           Harris County, Texas
                     Trial Court Case No. 2014-05262



                                OPINION

     This is an interlocutory appeal from the trial court’s temporary injunction

order, entered in an employment suit involving a covenant not to compete.
Cameron International Corporation, a Delaware corporation headquartered in

Houston, sues one of its former managerial employees, Jeremy Guillory.

      Cameron sells oilfield service equipment.       Guillory founded and grew

Cameron’s office in Colorado. Guillory and several other employees then left

Cameron to found an entity that competed against Cameron. Cameron alleges that

Guillory, in particular, breached noncompetition and confidentiality provisions that

he agreed to abide by in consideration for a distribution of restricted stock in

Cameron.

      The trial court granted temporary injunctive relief, enforcing the

confidentiality agreement, but it denied enforcement relief on Cameron’s

noncompete claim. Cameron appeals, contending that the trial court erred in

refusing to enjoin Guillory from competing against it for the one-year duration of

the covenant not to compete. We reverse.

                                   Background

      Cameron is in the oilfield services business. It supplies flow production

equipment, products, and services to oil, gas, and processing industries. It does

business in more than 100 countries, and domestically, in most states where

significant oil and gas reserves are located. Guillory began his employment with

Cameron in Louisiana in 2005.         That August, he signed a confidentiality

agreement, in which he agreed to refrain from disclosing Cameron’s confidential



                                         2
trade secrets, marketing, and sales data.    Guillory was a successful Cameron

employee. As he worked his way up in the company, his promotions took him to

Wyoming and, in March 2011, to Colorado. There, he established Cameron’s new

office in Fort Collins, giving it a foothold in the development of the Niobrara

shale—a potentially rich source of oil and natural gas extractable through hydraulic

fracturing. Under Guillory’s management, the Fort Collins office grew rapidly;

after three years, Cameron employed more than 80 people there.

      In recognition of Guillory’s exceptional performance, Cameron awarded

Guillory shares of its restricted stock. In a January 2013 letter, Cameron informed

Guillory that he had been awarded 283 restricted stock units through its Restricted

Stock Unit Program.     A single-page enclosure, entitled “2013 Cameron RSU

Program FAQ,” accompanied the letter. Among other questions, it addressed:

      “What happens if I leave Cameron?”
      “There are different outcomes to how your RSUs will be treated upon
      different types of terminations (voluntary, retirement, etc.) Please
      review your RSU grant agreement carefully to better understand the
      specific termination provisions.”

The FAQ enclosure also explained that, as a first-time RSU award recipient,

Guillory would “receive an e-mail from E-Trade by the end of January that

contains an authentication code and instructions on how to access your account

online.”




                                         3
      The e-mail Guillory received instructed him that “[t]he Notice of Grant of

Award and RSU Agreement . . . should be accepted online at www.etrade.com as

soon as possible.”    Among the steps included in the instructions were the

following:

      To accept your new award, click on Requires Acceptance under the
      Status column.

      a. You are required to open and review each document before you
         can accept the award. You will not be able to accept the award
         without opening each document.

      b. To accept your award, enter your Login Password and click on the
         Accept button. A Confirmation of Acceptance message will
         appear.

      c. Copies of the award documents and Confirmation of Acceptance
         page may then be printed for your file.

The website activity history shows that Guillory opened the RSU agreement and

answered a prompt stating that he read and understood the agreement. An archived

screenshot of the page containing the Accept button contained:

      • a notice above the button entitled “Message From Your
        Company,” explaining: “By acceptance of this Award you agree
        to be bound by the terms and conditions of the [RSU] Agreement.”

      •   A direction to review certain grant documents, and

      • Appearing immediately above the Accept button, a statement
        declaring “I acknowledge that I have reviewed and understood
        the following grant document(s), followed by a list of download
        links for each document.


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      The RSU agreement included a noncompete provision, which provides:

      Covenant not to Compete, Solicit or Disclose Confidential
      Information. The Participant acknowledges that the Participant is in
      possession of and has access to confidential information, including
      material relating to the business products or services of the Company
      or Employer and that he or she will continue to have such possession
      and access during employment by the Company or Employer.
      Participant acknowledges that the Company’s business, products and
      services are highly specialized and that it is essential that they be
      protected, and, accordingly, the Participant agrees that as partial
      consideration for the Award granted herein that should the participant
      engage in any “Detrimental Activity” as defined below, at any time
      during his or her employment or during a period of one year following
      his or her termination the Company or Employer shall be entitled to:
      (i) recover from the Participant the value of any portion of the
      Award that has been paid; (ii) seek injunctive relief against the
      Participant; (iii) recover all damages, court costs, and attorneys’ fees
      incurred by the Company or Employer in enforcing the provisions of
      this Award, and (iv) set-off any such sums to which the Company or
      Employer is entitled hereunder against any sum which may be owed
      the Participant by the Company or Employer.

(Emphasis and underlining in original). The provision defines “Detrimental

Activity” as including:

      • “engaging directly or indirectly in any business, which is or becomes
        competitive with [Cameron]”;

      • “soliciting, interfering, inducing, or attempting to cause any employee
        of [Cameron] to leave his or her employment”; and

      • “directly or indirectly soliciting the trade or business of any customer
        of [Cameron].”




                                         5
      The RSU agreement also contains a “Governing Law” provision declaring

that Delaware law governs questions concerning the validity, construction and

effect of the agreement, “without reference to principles of conflicts of laws.”

      Pertinent to this appeal is another provision, entitled “Electronic

Delivery/Acceptance,” which states:

      The Company may, in its sole discretion, decide to deliver any
      documents related to the RSUs by electronic means. The Participant
      hereby consents to receive such documents by electronic delivery and
      agrees to participate in the Plan through an on-line or electronic
      system established and maintained by the Company or a third party
      designated by the Company.

      In January 2014, Guillory left his employment with Cameron to join a start-

up company that directly competes with Cameron for business in the Niobrara

shale. Several other Cameron employees from the Fort Collins office also joined

the competitor.

Trial court proceedings

      Cameron sued several former Fort Collins employees, including Guillory, in

Harris County District Court, seeking a temporary restraining order, temporary

injunction, and a permanent injunction against them.        Cameron based its suit

against Guillory on the confidentiality agreement he signed early in his

employment, and on the noncompetition provisions contained within the restricted

stock agreement. Guillory defended the suit, in part by averring that he did not


                                          6
recall reading or signing the stock agreement, and no Cameron employee had

alerted him to the noncompete provision, not even when Guillory made plain his

intentions to work with a competitor.

        At the conclusion of a hearing on Cameron’s request for a temporary

injunction, the trial court entered findings of fact and conclusions of law, among

them:

        On January 28, 2013, [Cameron] asserts that Guillory accepted and
        agreed to the [RSU agreement] online through E*Trade. Guillory
        allegedly opened the [RSU agreement] on-line and answered a prompt
        stating that he read and understood the Restricted Stock Unit Award
        Agreement. A record of Guillory’s alleged agreement to the terms of
        the [RSU agreement] is set forth [in a hearing exhibit]. Upon his
        acceptance, 283 RSU’s were deposited into this E*Trade account.
        The Court is not persuaded that this necessarily or probably
        constitutes a binding non-compete agreement under Texas law.

While the trial court enforced the confidentiality agreement, it declined to enforce

the noncompetition provision of the restricted stock agreement.

                                    Discussion


        Cameron challenges the trial court’s refusal to enforce the noncompetition

provision within Guillory’s restricted stock agreement. It first contends that the

trial court erred in applying Texas law, rather than Delaware law, to analyze the

formation and enforceability of the restricted stock agreement. Under Delaware

law, Cameron argues, the noncompetition provision in the restricted stock



                                          7
agreement is valid and enforceable. Guillory responds that Cameron waived this

issue for appeal by failing to urge the applicability of Delaware law in the trial

court. We disagree.

I.    Waiver

      In its brief in support of temporary injunctive relief, filed on the day of the

hearing, Cameron contended that the agreement was enforceable under Texas,

Delaware, and Colorado law, but reiterated that “Delaware law should govern

construction of the Non-Compete Covenant per the contractual choice of law

provision in the Restricted Stock Unit Award Agreement.”             Cameron cited

Delaware authority in support of its contention that the agreement was reasonable

in scope and duration.

      By timely presenting the question of the applicable governing law in its

briefing to the trial court; Cameron preserved the issue for appeal. See TEX. R.

APP. P. 33.1(a)(1)(A) (“As a prerequisite to presenting a complaint for appellate

review, the record must show that the complaint was made to the trial court by a

timely request, objection, or motion that stated the grounds for the ruling that the

complaining party sought . . . with sufficient specificity to make the trial court

aware of the complaint . . . .”). The trial court declined to find that Guillory had

agreed to the provisions within the restricted stock agreement; thus, although it

adopted Delaware authority as a general conclusion of law, it did not apply


                                         8
Delaware principles of law to resolve whether the parties had entered into a valid

agreement.

      Cameron again raised the choice-of-law issue in the hearing on its motion to

reconsider, where the following exchange occurred:

      Cameron:    We believe that the law that should be applied in this
                  case is Delaware law, the law chosen by the parties in
                  their contract and under the Newell case that we’ve cited
                  and provided to you that we believe that we have a
                  probable right to relief. We believe that Texas law is in
                  accord. Your honor has indicated that you disagree with
                  that. But we would just note that under the DeSantis
                  analysis, we do not believe that Texas law would apply in
                  this case principally because Texas’s connection to this
                  case is solely the fact that Cameron has its headquarters
                  here. Cameron’s a Delaware corporation. And we
                  believe that an agreement in this particular case, an
                  agreement that deals with the issue of some stock in a
                  Delaware corporation certainly has a reasonable
                  relationship to Delaware, such that Delaware law is
                  appropriate to apply.

      Trial Court: And I understand what you’re saying. And then the layer
                   that’s above that, of course, is the elements of the
                   temporary injunction. And so the question then becomes
                   whether you are—you’re saying that Delaware law
                   applies to the enforceability of the contract—of the
                   noncompete itself.

      Cameron:    Yes, your Honor.

      Trial Court: A separate issue is whether there’s a likelihood of
                   success on the merits because there was that additional
                   layer and because I’m not certain whether it’s Delaware
                   or Texas law. And I will—and I also do not—I haven’t


                                        9
                   made a ruling as to whether even if Delaware law
                   applies, it would allow for this agreement. And I know
                   you’ve shown me a case that suggests that it does. For
                   all of those reasons, I didn’t find a likelihood of success
                   on the merits that would entitle you to a temporary
                   injunction to enforce the noncompete, nonsolicitation.

      Cameron:     Understood. I just wanted the choice of law position to be
                   clear. We understood the Court’s ruling in the findings.

Following the hearing, the trial court denied Cameron’s motion to reconsider. The

record demonstrates that Cameron preserved the choice-of-law issue for appellate

review.

II.   Injunctive Relief

      Having held that Cameron did not waive its choice-of-law argument, we turn

to Guillory’s second response: that it is premature to analyze the applicable choice

of law in an appeal from a temporary injunction.

      Standard of review and applicable law

      “A temporary injunction’s purpose is to preserve the status quo of the

litigation’s subject matter pending a trial on the merits.” Butnaru v. Ford Motor

Co., 84 S.W.3d 198, 204 (Tex. 2002). To obtain a temporary injunction, an

applicant must show: (1) a cause of action against the defendant, (2) a probable

right to the relief sought, and (3) a probable, imminent, and irreparable injury in

the interim. Id.; Mattox v. Jackson, 336 S.W.3d 759, 762 (Tex. App.—Houston



                                        10
[1st Dist.] 2011, no pet.). The temporary injunction applicant bears the burden of

production to offer some evidence of each of these elements. See In re Tex.

Natural Res. Conservation Comm’n, 85 S.W.3d 201, 204 (Tex. 2002) (quoting

Camp v. Shannon, 348 S.W.2d 517, 519 (Tex. 1961); Dallas Anesthesiology

Assocs., P.A. v. Tex. Anesthesia Group, P.A., 190 S.W.3d 891, 897 (Tex. App.—

Dallas 2006, no pet.). The applicant is not required to establish that it ultimately

will prevail at trial, only that it is entitled to preservation of the status quo pending

trial on the merits. Walling v.Metcalfe, 863 S.W.2d 56, 58 (Tex. 1993); Dallas

Anesthesiology Assocs., 190 S.W.3d at 897. The decision to grant or deny an

injunction rests within the trial court’s sound discretion. Butnaru, 84 S.W.3d at

204.   We review the evidence submitted to the trial court in the light most

favorable to its ruling, drawing all legitimate inferences from the evidence, and

deferring to the trial court’s resolution of conflicting evidence. Id.; CRC–Evans

Pipeline Int’l, Inc. v. Myers, 927 S.W.2d 259, 262 (Tex. App.—Houston [1st Dist.]

1996, no pet.). Our review of the trial court’s decision is limited to the validity of

its temporary injunction order; we do not consider the merit of the underlying case.

Davis v. Huey, 571 S.W.2d 859, 861–62 (Tex. 1978).

       Appropriateness of a choice of law determination

       Guillory contends that, because we do not consider the ultimate merit of the

suit in reviewing the propriety of a temporary injunction, Cameron’s legal


                                           11
challenge, based on the validity and enforcement of the underlying agreement, is

beyond our authority to review.         According to Guillory, the choice-of-law

questions that Cameron raises are “legally improper and premature merits

questions that neither the trial court nor this Court could determine at the

temporary injunction stage as a matter of law.”

      We disagree that a court must ignore a determinative choice of law issue in

deciding whether a temporary-injunction applicant has met its burden for relief. In

Southwest Refining Co. v. Bernal, 22 S.W.3d 425, 432 (Tex. 2000), the Texas

Supreme Court rejected the notion that a trial court could rule on a petition for

class certification without a thorough review of “the claims, defenses, relevant

facts, and applicable substantive law” simply because the determination was a

preliminary one. See id. at 435. In Compaq Computer Corp. v. LaPray, the Texas

Supreme Court later applied its holding in Bernal to a choice-of-law question: it

held that the trial court abused its discretion in failing to undertake a choice-of-law

analysis at the class-certification stage, because the differences in law applicable to

class members was critical to a proper evaluation of whether common issues would

predominate at trial. 135 S.W.3d 657, 672–73 (Tex. 2004).

      Similarly, in considering the propriety of temporary injunctive relief, the

preliminary determination of whether an applicant has shown a probable right to

the relief it seeks—that is, whether the applicant furnished some evidence tending



                                          12
       to support at least one of the legal theories it will urge at trial—entails a thorough

       review of the law applicable to the parties’ claims and defenses. See id.; see

       generally Intercont’l Terminals Co., LLC v. Vopak N. Am., Inc., 354 S.W.3d 887,

       897 (Tex. App.—Houston [1st Dist.] 2011, no pet.) (explaining difference between

       analysis of “probable right to relief” for temporary injunction purposes and merits

       determination). Thus, we will reverse a temporary injunction order if it reaches a

       decision based on an inapplicable choice of law. See In re Olshan Found. Repair

       Co., LLC, 328 S.W.3d 883, 890 (Tex. 2010) (holding that trial courts abused

       discretion in applying Texas General Arbitration Act to deny arbitration where

       Federal Arbitration Act, which properly applied to agreements, preempted TGAA

       provisions that would otherwise render agreements unenforceable); see also In re

       Prudential Ins. Co., 148 S.W.3d 124, 135 (Tex. 2000) (explaining that clear failure

       to analyze or apply law correctly constitutes an abuse of discretion, even in new or

       unsettled area) (citing Huie v. DeShazo, 922 S.W.2d 920, 927–28 (Tex. 1996)).


III.   Delaware Law Applies

             In answering the question whether Delaware law applies to determine the

       existence and enforceability of the noncompete provision, the Texas Supreme

       Court’s recent decision in Exxon Mobil Corp. v. Drennen is instructive. See No.

       12-0621, 2014 WL 9600951 (Tex. Aug. 29, 2014).              In Drennen, the Court

       considered the choice of law applicable to a restricted-stock agreement between the

                                                13
company and one of its former Texas executives. Id. at *1 The documents that

accompanied the restricted stock awards in Drennen contained termination

provisions that allowed ExxonMobil to terminate outstanding awards if a former

employee accepted employment with a competitor. Id. The documents expressly

provided that New York law applied. Id. at n.1.

      To determine whether the choice-of-law provision was enforceable, the

Drennen Court conducted the familiar choice-of-law analysis set forth in section

187(2) of the Restatement (Second) of Conflict of Laws. See 2014 WL 9600951,

at *4. Section 187(2) provides:

      The law of the state chosen by the parties to govern their contractual
      rights and duties will be applied, even if the particular issue is one
      which the parties could not have resolved by an explicit provision in
      their agreement directed to that issue, unless either

      (a) the chosen state has no substantial relationship to the parties or the
      transaction and there is no other reasonable basis for the parties’
      choice, or

      (b) application of the law of the chosen state would be contrary to a
      fundamental policy of a state which has a materially greater interest
      than the chosen state in the determination of the particular issue and
      which, under the rule of § 188, would be the state of applicable law in
      the absence of an effective choice of law by the parties.

RESTATEMENT (SECOND) OF CONFLICT OF LAWS § 187(2). ExxonMobil showed

that New York law provided consistency its administration of the incentive awards

it made to employees in many states and countries. See Drennen, 2014 WL



                                         14
9600951, at *4. Also, ExxonMobil explained that New York has a well-developed

body of law regarding financial transactions—securities and securities-related

transactions generally, and employee stock and incentive programs specifically.

Id. Based on that evidence, the Court held that section 187(2)(a) did not preclude

application of New York law to the incentive program documents. Id.

      In determining whether Texas had a materially greater interest in the

enforcement of its laws under section 187(2)(b), the Court observed that

ExxonMobil was a multinational corporation with a presence in New York and is

listed on the New York stock exchange, and Drennen spent three years of his

career with ExxonMobil in New York. Id. at *3. But, the Court concluded, Texas

had a materially greater interest than New York in the determination because

Drennen resided in Houston, ExxonMobil was headquartered in Texas, and the

incentive program documents were executed in Texas. Id.

      The Court observed that the Texas public policy against restriction on

competition did not factor into its analysis because Exxon’s incentive program did

not contain a covenant not to compete. See id. at *7.     The Court nevertheless

revisited its prior position, announced in DeSantis v. Wackenhut Corp., 793

S.W.2d 670 (Tex. 1990), that noncompete provisions implicate Texas’s

fundamental public policy concerns, observing that “the policy concerns regarding




                                       15
uniformity of law raised in DeSantis have changed in the past twenty-four years.”

Drennen, 2014 WL 9600951, at *8. Specifically, the Court noted that:

      With Texas now hosting many of the world’s largest corporations, our
      public policy has shifted from a patriarchal one in which we valued
      uniform treatment of Texas employees from one employer to the next
      above all else, to one in which we also value the ability of a company
      to maintain uniformity in its employment contracts across all
      employees, whether the individual employees reside in Texas or New
      York. This prevents the “disruption of orderly employer–employee
      relations” within those multistate companies and avoids disruption to
      “competition in the marketplace.”

Id. (quoting DeSantis, 793 S.W.2d at 680).          The Court determined that

enforcement of the contractual choice of New York law did not contravene any

fundamental public policy of Texas and held that New York law applied. Id. at *9.

      Mindful of the Supreme Court’s pronouncements in Drennen, we analyze

the choice-of-law question posed in this case.       The first determination of

Restatement section 187(2)(b) is “whether there is a state the law of which would

apply under section 188 of the Restatement absent an effective choice of law by

the parties.” Drennen, 2014 WL 9600951, at *5 (quoting DeSantis, 793 S.W.2d at

678). Under the Restatement, if Texas does not have a materially greater interest

than Delaware in the application of the RSU agreement’s noncompete provision to

Guillory’s circumstances, it is immaterial whether the application of Delaware law

here would be contrary to a fundamental policy of Texas. See id. (citing DeSantis,

793 S.W.2d at 679). The record shows that Guillory is not, and never has been, an

                                       16
employee of Cameron in Texas; that the transaction at issue occurred over the

Internet; and any alleged representations involving that transaction took place in

Colorado, where Guillory was employed.

      Texas has no overriding interest in protecting an employment relationship

between a multinational corporation and a resident of another state. “The drafters

of the Restatement explained the rationale for section 187 by stating that ‘[p]rime

objectives of contract law are to protect the justified expectations of the parties and

to make it possible for them to foretell with accuracy what will be their rights and

liabilities.’” Drennen, 2014 WL 9600951, at * 9 (quoting RESTATEMENT (SECOND)

OF CONFLICT OF LAWS § 187 cmt. e). Because Texas has no materially greater

interest in this dispute, we hold that the trial court was required to apply Delaware

law as specified in the parties’ agreement in determining whether Cameron

demonstrated a probable right to relief.

IV.   Probable Recovery

      The trial court’s findings of fact and conclusions of law declined to find that

Cameron demonstrated a probable right to relief on its claim for breach of the

noncompete agreement. Guillory contends that the parties had not formed an

enforceable agreement by his electronic acceptance of the provisions of the

restricted stock agreement.




                                           17
      As to contract formation, both Texas and Delaware have adopted state

versions of the Uniform Electronic Transactions Act, which provides that, as long

as the parties have agreed to conduct a transaction by electronic means, “[a] record

or signature may not be denied legal effect or enforceability solely because it is in

electronic form,” or “because an electronic record was used in its formation.” DEL.

CODE ANN. tit. 6, subtit. II, §§ 12A–107(a), B, 12A–108; accord TEX. BUS. &

COM. CODE ANN. §§ 322.007, 322.008 (West 2009); see Newell Rubbermaid, Inc.

v. Storm, C.A. No. 9398-VCN, 2014 WL 1266827 (Del. Ch. Mar. 27, 2014)

(holding that noncompete provisions in clickwrap agreements are enforceable).1

      The RSU agreement contains an “Electronic Delivery/Acceptance”

provision, which expressly memorializes Guillory’s agreement to conduct the

transaction by electronic means.      Under Delaware law, Guillory’s failure to

carefully read the agreement before electronically accepting it does not render the

agreement unenforceable. “A party to a contract cannot silently accept its benefits,

and then object to its perceived disadvantages, nor can a party’s failure to read a

contract justify its avoidance.” Pellaton v. Bank of N.Y., 592 A.2d 473, 477 (Del.

1991) (internal quotation omitted), quoted in Scion Breckenridge Managing

Member, LLC v. ASB Allegiance Real Estate Fund, 68 A.2d 665, 677 (Del. 2013).


1
      Delaware courts view unpublished opinions as having precedential value.
      See DEL. SUP. CT. R. 14(b)(4).


                                         18
At the temporary injunction hearing, Guillory did not point to any occasion in

which Cameron misrepresented the contents of the agreement.            The record

therefore contains no evidence to support Guillory’s effort to avoid the

noncompete provision based on a lack of mutual assent to its terms.

      The trial court entered appropriate conclusions of law concerning the general

rules for enforceability of a noncompete agreement under Delaware law. They

provide:

      • Under Delaware law, restrictive covenants with employees are generally
        valid and enforceable. See Knowles–Zeswitz Music, Inc. v. Cara, 260
        A.2d 171, 174–75 (Del. Ch. 1969) (“[I]t is now too well settled to be
        disputed that an agreement by an employee not to follow his trade or
        business for a limited time and during a limited period is not void as
        against public policy . . . .” (quoting Capitol Bakers, Inc. v. Leahy, 178
        A. 648 (Del. Ch. 1935))).

      • Restrictive covenants are enforced when they “(1) meet general contract
        law requirements, (2) [are] reasonable in scope and duration, (3) advance
        a legitimate economic interest of the party enforcing the covenant, and
        (4) survive a balance of the equities.” TriState Courier & Carriage,Inc.
        v. Berryman, Civ. A. No. 20574-NC, 2004 WL 835886, at *10 (Del. Ch.
        Apr. 14, 2004) (citing Del. Express Shuttle, Inc. v. Older, Civ. A. No.
        19596, 2002 WL 31458243, at *11 (Del. Ch. Oct. 23, 2002); Research &
        Trading Corp. v. Pfuhl, Civ. A. No. 12527, 1992 WL 345465, at *12
        (Del. Ch. Nov. 18, 1992)).

      Applying these rules to the evidence proffered by Cameron concerning the

noncompete provision applicable to Guillory, we conclude that Cameron showed a

probable right to relief on its breach-of-contract claim. The noncompete provision



                                        19
has a one-year duration precluding employment with a direct competitor against

Cameron.    Although undefined in geographic scope, Guillory did not present

countering evidence requesting reformation of the covenant. We therefore hold

that the trial court erred in denying temporary relief enjoining Guillory from

activities that violate the agreement’s noncompete provision.

                                    Conclusion

      We hold that Cameron showed a probable right to relief on its claim against

Guillory for breach of the noncompete provision of their restricted stock

agreement. We therefore reverse the portion of the trial court’s order that denies

such relief and remand with instructions to grant temporary relief enjoining

Guillory from violating the noncompete provision’s terms. We leave undisturbed

the remainder of the trial court’s temporary injunction.




                                              Jane Bland
                                              Justice

Panel consists of Justices Higley, Bland, and Sharp.




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