      MEMORANDUM DECISION
                                                                          FILED
      Pursuant to Ind. Appellate Rule 65(D), this                     Nov 03 2016, 5:36 am
      Memorandum Decision shall not be regarded as
      precedent or cited before any court except for the                  CLERK
                                                                      Indiana Supreme Court
      purpose of establishing the defense of res judicata,               Court of Appeals
                                                                           and Tax Court
      collateral estoppel, or the law of the case.



      ATTORNEYS FOR APPELLANT                                  ATTORNEYS FOR APPELLEE
      Andrew M. McNeil                                         David R. Pruitt
      Bryan H. Babb                                            Brian E. Casey
      Mark A. Wohlford                                         Barnes & Thornburg LLP
      Bose McKinney & Evans LLP                                South Bend, Indiana
      Indianapolis, Indiana


                                                   IN THE
          COURT OF APPEALS OF INDIANA

      Momar, Inc.,                                            November 3, 2016

      Appellant-Defendant,                                    Court of Appeals Case No.
                                                              71A03-1603-PL-621
              v.                                              Appeal from the St. Joseph Superior
                                                              Court.
                                                              The Honorable Steven L. Hostetler,
      Watcon, Inc.,                                           Judge.
      Appellee-Plaintiff.                                     Cause No. 71D07-1510-PL-353




      Friedlander, Senior Judge

[1]   In this companion case to Michael Janowiak v. Watcon, Inc., No. 71A04-1512-PL-

      2154 (Ind. Ct. App. August 11, 2016), Momar, Inc. appeals the trial court’s

      grant of a preliminary injunction enjoining it from aiding its employee, Michael

      Janowiak, in soliciting orders from customers of Watcon, Inc., Janowiak’s

      previous employer; from accepting orders from Watcon customers whose
      Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 1 of 22
      business Momar had previously solicited with aid from Janowiak; and from

      using or divulging any of Watcon’s confidential information. Concluding that

      the grant of the preliminary injunction was proper, we affirm.


[2]   Momar presents three issues for our review, which we consolidate, reorder, and

      restate as:

              1. Whether the trial court erred in determining that Watcon was
                 entitled to a preliminary injunction.
              2. Whether the trial court erred in fashioning the terms of its
                 preliminary injunction order.
[3]   Watcon, Inc. is a company headquartered in South Bend that provides water

      treatment services and related products for industrial, commercial, and

      institutional customers. In late 1988, Janowiak began working for Watcon as a

      field engineer, providing sales and service to Watcon customers. On December

      1, 1988, Janowiak and George Resnik, as President of Watcon, entered into a

      contract (the Agreement) which contains clauses regarding non-competition,

      confidentiality, and non-solicitation. Janowiak worked for Watcon from 1988

      to September 1, 2015, with access to its customer list, customer contact

      information, customer order history, and price lists. He was also one of

      Watcon’s most successful sales representatives, acquiring new accounts and

      increasing his sales each year.


[4]   On September 1, 2015, Janowiak tendered to Watcon a letter stating that he

      was terminating the Agreement between the two parties effective, September

      15, 2015; however, the Agreement was terminated prior to that date. On


      Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 2 of 22
      September 8, 2015, Janowiak signed a Sales Employment Agreement with

      Momar, Inc., a Georgia corporation with a water treatment division called

      Aquatrol. Although executed on September 8, the agreement states that

      Janowiak’s employment commenced on September 1, 2015. Prior to hiring

      Janowiak, Momar was not selling Aquatrol products in the territory in which

      Janowiak had sold Watcon products. Upon commencing employment with

      Momar, Janowiak solicited business from some of his Watcon customers and

      sold to them Aquatrol products and services that directly compete with those of

      Watcon.


[5]   On October 16, 2015, Watcon filed a complaint against Janowiak for damages,

      preliminary injunction, and permanent injunction. A hearing was held on

      Watcon’s request for a preliminary injunction on November 16, 2015. The

      parties submitted proposed findings and conclusions, and, on November 24,

      2015, the court issued findings of fact and conclusions granting a preliminary

      injunction in favor of Watcon.


[6]   After learning that Momar was continuing to sell to and service Watcon

      customers, Watcon filed an amended complaint and added Momar as a

      defendant in January 2016. In addition, Watcon filed a motion to show cause,

      or, in the alternative, a motion to modify the preliminary injunction to also

      enjoin Momar. The trial court held a hearing on Watcon’s motion on March

      17, 2016. On March 21, 2016, the court issued its order modifying the




      Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 3 of 22
      preliminary injunction issued against Janowiak, by extending it to also enjoin
                 1
      Momar. This appeal ensued.



                1.        Requirements of Preliminary Injunction
[7]   The grant or denial of a preliminary injunction rests within the sound discretion

      of the trial court, and appellate review is limited to whether there was a clear

      abuse of that discretion. Apple Glen Crossing, LLC v. Trademark Retail, Inc., 784

      N.E.2d 484 (Ind. 2003). In granting or refusing a preliminary injunction, the

      trial court is required to make special findings of fact and state its conclusions

      thereon. Barlow v. Sipes, 744 N.E.2d 1 (Ind. Ct. App. 2001), trans. denied; Ind.

      Trial Rule 52(A). On appeal, we must determine if the findings support the

      judgment. Barlow, 744 N.E.2d 1. The findings or judgment shall not be set

      aside unless clearly erroneous. T.R. 52(A). Findings of fact are clearly

      erroneous when the record lacks evidence or reasonable inferences from the

      evidence to support them. Barlow, 744 N.E.2d 1. A judgment is clearly

      erroneous when a review of the record leaves us with a firm conviction that a

      mistake has been made. Gleeson v. Preferred Sourcing, LLC, 883 N.E.2d 164 (Ind.

      Ct. App. 2008). Due regard shall be given to the opportunity of the trial court

      to judge the credibility of the witnesses. T.R. 52(A). On appellate review, we

      consider the evidence only in the light most favorable to the judgment and




      1
       In its order, the trial court incorporated by reference all of the findings of fact it made in its November 24,
      2015 preliminary injunction order. See Appellant’s App. p. 105.

      Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016                 Page 4 of 22
       construe findings together liberally in favor of the judgment. Barlow, 744

       N.E.2d 1.


[8]    To obtain a preliminary injunction, the moving party has the burden of showing

       by a preponderance of the evidence: (1) a reasonable likelihood of success at

       trial; (2) the remedies at law are inadequate, thus causing irreparable harm

       pending resolution of the substantive action; (3) the threatened harm to the

       moving party outweighs the potential harm to the nonmoving party from the

       granting of an injunction; and (4) the requested relief is not contrary to the

       public interest. Apple Glen Crossing, LLC, 784 N.E.2d 484. If the movant fails to

       prove any of these requirements, the trial court’s grant of an injunction is an

       abuse of discretion. Id. On appeal, Momar challenges the trial court’s

       determination that Watcon satisfied all four requirements for a preliminary

       injunction to issue.


                             A. Likelihood of Success at Trial
[9]    Covenants not to compete are in restraint of trade and are not favored by the

       law. Gleeson, 883 N.E.2d 164. These covenants are strictly construed against

       the employer and are enforced only if reasonable. Id. To be reasonable, the

       agreement’s covenants (1) must protect legitimate interests of the employer and

       (2) must contain reasonable terms with regard to time, geography, and types of

       prohibited activity. Id.


[10]   Momar does not dispute the trial court’s determination that Watcon has

       legitimate interests worthy of protection; therefore, we proceed to the second

       Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 5 of 22
       factor affecting the reasonableness of the Agreement. In that regard, Momar

       contends that the Agreement’s terms concerning geography and type of

       prohibited activity in paragraph 9 are overbroad and unreasonable. Paragraph

       9 of the Agreement provides:

               9. The obligations imposed upon the Seller by Paragraph 2, and
               clause (A) of Paragraph 3 above, shall continue in effect
               regardless of the means or circumstances by which either this
               agreement or the active solicitation of orders in such territory
               may be terminated. For a period of two (2) years after the
               termination of this agreement, by mutual consent or otherwise,
               the Seller promises that he will not, directly or indirectly, solicit orders
               from the users of the Companys’ [sic] products in said territory, provided
               that, if the applicable law of such territory fixes a shorter period
               of restraint, such shorter applicable statutory limitation shall be
               deemed to fix the maximum limit of such restraint.
       Appellant’s App. p. 78 (emphasis added).


[11]   First, Momar claims that paragraph 9 is overbroad as to its geographic

       limitation because it extends to all Watcon customers in Janowiak’s territory,

       even those with whom Janowiak did not have a relationship. For instance, the

       University of Notre Dame and the City of South Bend were Watcon customers

       located in Janowiak’s territory, but they were serviced by a Watcon account

       representative other than Janowiak. Momar suggests, for that reason, the

       covenant is unenforceable.


[12]   “A covenant not to compete must be sufficiently specific in scope to coincide

       with only the legitimate interests of the employer and to allow the employee a

       clear understanding of what conduct is prohibited.” Field v. Alexander &

       Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 6 of 22
       Alexander of Ind., Inc., 503 N.E.2d 627, 635 (Ind. Ct. App. 1987), trans. denied.

       One accepted method of limiting a covenant’s scope is to impose territorial or

       geographic boundaries. Id. In addition, our courts have also recognized that

       “as the specificity of limitation regarding the class of person with whom contact

       is prohibited increases, the need for limitation expressed in territorial terms

       decreases.” Seach v. Richards, Dieterle & Co., 439 N.E.2d 208, 213 (Ind. Ct. App.

       1982). Accordingly, a covenant not to compete containing a limitation as to a

       group of customers instead of a geographic limit can serve the same limiting

       function to maintain a covenant within reasonable bounds.


[13]   Here, the covenant proscribes solicitation of orders from a group of persons —

       the “users” of Watcon’s products. The evidence at the November injunction

       hearing showed the intent of the parties to the Agreement that the term “users”

       refers to a specific group of customers. Specifically, the term “users” refers to

       Janowiak’s fifty-three active accounts that he was servicing at the time he left

       the company. During his cross-examination by Janowiak’s counsel, Resnik

       testified as follows:

               Counsel: If I ask you to identify the users of Watcon’s products
               and services as used in that sentence, would your answer be to
               give me a list of names of customers:
               Resnik: Yes.
               **************
               Counsel: One of the things that you testified about on cross-
               examination was the customers in his territory, and I take it that
               the purpose of this case is to try and preserve those relationships,
               right, for Watcon?

       Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 7 of 22
               Resnik: Yes.
               Counsel: You don’t want Mr. Janowiak to go out and take over
               those relationships or interfere with them to the extent they
               already exist between Watcon and a customer in his territory,
               right?
               Resnik: Yes.
       Appellee’s App. pp. 51, 53. In addition, Sean McMullen, Watcon’s sales

       manager, testified about Janowiak’s list of customers:

               Counsel: And you talked about customers that Mr. Janowiak
               serviced. How many customers did Mr. Janowiak service for
               Watcon at the time he left?
               McMullen: At the time he left we [sic] he had 53 active accounts
               that he serviced.
       Id. at 65-66. This evidence was uncontested by Janowiak, and, from our review

       of the transcript of that injunction hearing, it appears that all the parties were

       familiar with the identity of the fifty-three customers and understood them to be

       “users.”


[14]   At the March injunction hearing, Momar did not challenge this evidence.

       Instead, Momar offered, and the trial court admitted, Exhibit M-C, which is a

       list of the fifty-three Watcon customers being serviced by Janowiak at the time

       he left his employment with Watcon.


[15]   Thus, based upon all the evidence, we find the term “users” to be sufficiently

       definite such that the covenant is not unreasonable and is enforceable. See

       Norlund v. Faust, 675 N.E.2d 1142 (Ind. Ct. App. 1997) (finding covenant

       sufficient and enforceable where phrase “Referring Optometrist” used in


       Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 8 of 22
       covenant was further defined by list of optometrists in exhibit); see also Cohoon v.

       Fin. Plans & Strategies, Inc., 760 N.E.2d 190 (Ind. Ct. App. 2001) (finding

       covenant enforceable even in face of allegedly overbroad geographical

       restriction where covenant defined class of persons with whom ex-employee

       was to have no contact).


[16]   Momar also asserts that paragraph 9 is overbroad as to the type of activity

       prohibited because it forbids Janowiak from selling any products to customers

       of Watcon, including those products not in competition with a product of

       Watcon. As we did in the companion case, we direct the parties’ attention to

       paragraph 2 of the Agreement, which is referenced in paragraph 9 and which

       provides:

               2. The Seller will attempt to find purchasers in such territory for
               such water treatment, water softening and other mechanical
               devices for the treatment of water and other products of the
               Company and to promote the business of the Company in
               conformity herewith and not to sell in such territory competitive
               products or to promote businesses in competition with the
               products and business of the Company. Nothing herein contained,
               however, shall be construed to prevent the Seller from selling and
               promoting products and business not competitive with those of the
               Company.
       Appellant’s App. p. 76 (emphasis added).


[17]   Contracts are to be read as a whole. State Farm Fire and Cas. Co. v. Riddell Nat’l

       Bank, 984 N.E.2d 655 (Ind. Ct. App. 2013), trans. denied. “The meaning of a

       contract is to be determined from an examination of all of its provisions, not

       from a consideration of individual words, phrases, or even paragraphs read
       Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 9 of 22
       alone.” Washel v. Bryant, 770 N.E.2d 902, 906 (Ind. Ct. App. 2002). Further,

       courts should construe the language in a contract so as not to render any words,

       phrases, or terms ineffective or meaningless, and courts should attempt to

       harmonize the provisions of a contract rather than interpret the provisions as

       conflicting. State Farm Fire and Cas. Co., 984 N.E.2d 655.


[18]   In light of these rules of harmony, a reading of paragraphs 9 and 2 clearly

       reveals that the Agreement limits Janowiak, upon his departure from Watcon,

       from soliciting orders from the Watcon customers he serviced for only products

       and business that are in direct competition with those of Watcon. This is a

       reasonable limitation on the type of activity in which Janowiak, and thus

       Momar, may engage. The provision is reasonable and enforceable.


                            B. Adequacy of Remedies at Law
[19]   Momar next alleges that Watcon’s remedies at law are adequate such that a

       preliminary injunction should not have issued. Momar’s argument concerns

       the trial court’s Findings of Fact 31, 32, 33, 34, and 35, which provide as

       follows:

               31. On November 18 and 19, 2015, just two and three days after
               the hearing on Watcon’s Motion for preliminary injunction,
               Janowiak, along with Momar employees Peter Farrar (“Farrar”)
               and George Grabow (“Grabow”), visited approximately 22 of the
               53 Current Customers.
               32. Janowiak used “confidential information” to solicit business
               from 22 of the 53 Current Customers on behalf of Momar, and
               Momar continues to reap the benefit of the use of that


       Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 10 of 22
               confidential information by accepting business from those
               customers.
               33. The solicitation of Watcon’s customers by Janowiak, Grabow
               and Farrar, on behalf of Momar, was for purposes that include
               generating sales from some of the 53 Current Customers in
               violation of Janowiak’s contract with Watcon.
               34. Momar continues to reap the financial benefits of Janowiak,
               Grabow and Farrar working in concert, for the benefit of Momar,
               to violate Janowiak’s contract with Watcon.
               35. Watcon would be irreparably harmed if Momar continues to
               take advantage of Grabow and Farrar acting in concert with
               Janowiak. Watcon would also be irreparably harmed if Momar
               continues to benefit from customer relationships developed using
               confidential information that Janowiak has been enjoined from
               using. Watcon’s legal remedies are inadequate to protect
               Watcon from Momar’s future actions.
       Appellant’s App. pp. 105-06.


[20]   Injunctive relief is not available where a breach of contract can be adequately

       satisfied by money damages. Cent. Ind. Podiatry, P.C. v. Krueger, 882 N.E.2d 723

       (Ind. 2008). Yet, a legal remedy is adequate only when it is as practical and

       efficient to the ends of justice and its prompt administration as the remedy in

       equity. Id.


[21]   At the first injunction hearing on November 16, 2015, both Resnik and

       McMullen testified that Janowiak was “the face” of Watcon, meaning that he

       was the customers’ primary contact with the company and that he knew the

       customers’ preferences, ordering history, equipment, and operations.

       Appellee’s App. pp. 11, 66. Resnik further testified that Janowiak would

       prepare service reports for his customer visits which contained the customer
       Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 11 of 22
       contact, the products being used, a summary of test results, evaluation of the

       system, and recommendations to maintain and/or improve the customer’s

       system. Watcon considered the information in these reports, as well as the

       types of products ordered and the ordering preferences, to be confidential. Id. at

       15-16. Janowiak agreed that he developed this information for Watcon and

       considered it to be valuable to Watcon. Id. at 89. Resnik explained that

       keeping this information confidential is important to the company because

       obtaining a new customer is a long process that can take a year or more. Id. at

       16-19.


[22]   Janowiak admitted that within two weeks of leaving Watcon, he was filling

       orders for Momar products for at least two companies he serviced as a

       representative of Watcon. He further acknowledged that he would not stop

       soliciting orders for Momar products from Watcon customers unless court-

       ordered to do so. Id. at 97.


[23]   As Janowiak testified at the November hearing, he began soliciting Watcon

       customers as soon as his employment with Momar commenced, and some of

       those fifty-three customers left Watcon and transferred their business to

       Momar. The evidence at the March injunction hearing disclosed that just two

       days after the November 16 hearing but before the injunction issued on

       November 24, Janowiak, George Grabow, corporate vice president at Momar

       and general manager of its Aquatrol Division, and Peter Farrar, a sales

       representative for Momar, visited these customers. Farrar testified that on

       November 18 and 19, 2015, following the injunction hearing on November 16,

       Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 12 of 22
       he, Grabow, and Janowiak met with at least eight of Janowiak’s fifty-three

       Watcon customers who were now Momar customers being serviced by

       Janowiak. Tr. pp. 53-54. On these visits, Janowiak introduced Farrar to the

       customers. On November 24, 2015, the day the preliminary injunction issued,

       Farrar received a call from Grabow instructing him that he would be servicing

       those accounts due to a legal issue with Janowiak. Id. at 56-57. Farrar also

       testified that since November 24, 2015, he has continued, on behalf of Momar,

       to call upon more of the fifty-three Watcon customers serviced by Janowiak

       during his employment with Watcon. Id. at 60. Farrar testified that thirteen of

       the fifty-three are current customers of Momar, that Momar had placed no

       restrictions on to whom he could sell, and that he would continue to try to sell

       to the remainder of the fifty-three Watcon customers unless he was restricted

       from doing so. Id. at 64. Most of the thirteen Watcon customers now serviced

       by Momar represented Janowiak’s highest revenue sources when he was

       employed with Watcon. Id. at 35-36; Exs. M-C, 2, 3.


[24]   The evidence supports the trial court’s findings and clearly establishes that

       Watcon not only suffered economic losses but also losses to the company’s

       goodwill. An employer is entitled to contract to protect the goodwill of its

       business. Cohoon, 760 N.E.2d 190. Elements of this goodwill include

       confidential information such as the names and addresses and requirements of

       customers and the advantage acquired through representative contact. Id. The

       evidence here shows that Watcon’s goodwill was infringed upon when

       Janowiak, armed with the advantageous familiarity he had acquired through


       Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 13 of 22
       his personal contact with Watcon customers and his intimate knowledge of the

       customers’ water treatment systems and ordering habits, set about contacting

       those customers on Momar’s behalf as soon as he began his employment with

       Momar in violation of his non-compete agreement with Watcon. In addition,

       following the November injunction hearing but prior to entry of the injunction,

       Janowiak visited these customers with Grabow and Farrar in order to introduce

       Farrar to the customers so that Momar could maintain them as customers

       should an injunction issue against Janowiak.


[25]   We therefore conclude, as did a panel of this Court in Norlund, 675 N.E.2d at

       1149-50, that “[w]hen a covenant not to compete of this nature is breached, it

       follows that the employer will suffer harm. It would be pure speculation to

       place a dollar amount on the damages, and an injunction against the prohibited

       behavior is the most efficient way to lift the burden of that harm from the

       shoulders of the employer who contracted so as not to suffer such harm.” The

       trial court properly concluded that the remedies at law available to Watcon

       would be insufficient. See Robert’s Hair Designers, Inc. v. Pearson, 780 N.E.2d 858

       (Ind. Ct. App. 2002) (finding that beauticians’ violation of non-compete

       agreement harmed salon’s client relationships and supported finding of

       irreparable harm); Unger v. FFW Corp., 771 N.E.2d 1240 (Ind. Ct. App. 2002)

       (finding inadequate remedy at law where employee’s breach of non-compete

       agreement resulted in loss of goodwill, client confidence, and business

       reputation).




       Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 14 of 22
                     C. Threatened Injury and Potential Harm
[26]   A court may dispense injunctive relief only when the threatened injury to the

       moving party outweighs the potential harm to the nonmoving party from the

       granting of an injunction. Cent. Ind. Podiatry, P.C., 882 N.E.2d 723. The trial

       court’s findings on this topic include:

               34. Momar continues to reap the financial benefits of Janowiak,
               Grabow and Farrar working in concert, for the benefit of Momar,
               to violate Janowiak’s contract with Watcon.
               35. Watcon would be irreparably harmed if Momar continues to
               take advantage of Grabow and Farrar acting in concert with
               Janowiak. Watcon would also be irreparably harmed if Momar
               continues to benefit from customer relationships developed using
               confidential information that Janowiak has been enjoined from
               using. Watcon’s legal remedies are inadequate to protect
               Watcon from Momar’s future actions.
       Appellant’s App. p. 106.


[27]   Momar argues that it will be harmed by injunctive relief through lost profits and

       potential liability to customers. Yet, Momar’s situation is of its own making.

       The customers Momar is referring to are the very same customers that

       Janowiak and Momar appropriated from Watcon in violation of Janowiak’s

       non-compete agreement. Momar also mentions a potential claim for damages

       should it be wrongfully enjoined; however, we note that when the trial court

       extended the injunction to include Momar, it also extended to Momar the

       protection of the surety bond posted by Watcon.




       Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 15 of 22
[28]   On the other hand, if Watcon is not granted injunctive relief, it will suffer lost

       profits, lost customer goodwill, and lost benefit of its covenant not to compete.

       The evidence shows that Watcon has already suffered these losses due to the

       appropriation of its customers by Janowiak, on behalf of Momar, in violation of

       his covenant not to compete with Watcon. Watcon stands to lose further

       profits and goodwill from any additional Watcon customers Momar could

       obtain by continuing to solicit the remaining Watcon customers previously

       serviced by Janowiak when he was employed by Watcon. In fact, Farrar

       testified that he has continued to solicit Janowiak’s Watcon customers on

       Momar’s behalf and, unless ordered to stop, he would continue to do so. The

       trial court properly concluded the threatened injury to Watcon outweighs the

       potential harm to Momar if an injunction issued.


                                          D. Public Interest
[29]   Momar claims that the granting of the injunction disserves the public interest

       because it negatively impacted Momar’s service to its customers. Whether a

       particular covenant is against public policy is a question of law for the court to

       determine from all the circumstances. Robert’s Hair Designers, Inc., 780 N.E.2d

       858. In making this determination, we are mindful that there exists a very

       strong presumption of enforceability of contracts that represent the freely

       bargained agreement of the parties. Id. This presumption reflects the principle

       that it is in the best interest of the public not to unnecessarily restrict peoples’

       freedom to contract. Id. Particularly, we recognize an employer’s right to

       contract to protect the goodwill of its business. Cohoon, 760 N.E.2d 190.

       Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 16 of 22
[30]   First, Momar maintains that the granting of the injunction disserves the public

       interest because it rendered Momar unable to service eight of its customers.

       Momar’s inability to service its customers is not a public interest but rather a

       private interest of Momar’s. Moreover, these eight customers are Watcon

       customers appropriated by Janowiak in violation of his non-compete agreement

       with Watcon.


[31]   Here we must pause to address a key misconception underlying the arguments

       in Momar’s brief to this Court. Momar argues that each of these eight

       customers was “secured by Momar (through Janowiak) before the November

       Injunction issued.” Appellant’s Br. p. 33. It appears from this statement that

       Momar believes that prior to the issuance of the November injunction, it was

       permissible for Janowiak to solicit his Watcon customers on behalf of Momar.

       This is not the case. Janowiak was prohibited from doing so by his non-

       compete agreement with Watcon. Momar completely dismisses the fact that

       Watcon had to obtain the November injunction to stop Janowiak from

       violating the non-compete agreement by soliciting Watcon customers.

       Therefore, the Watcon customers obtained by Janowiak and Momar prior to

       the issuance of the November injunction were obtained in violation of

       Janowiak’s non-compete agreement with Watcon.


[32]   Furthermore, Momar created the situation of which it now complains by

       assisting Janowiak in breaching his non-compete agreement with Watcon.

       Once the November injunction issued, Momar transferred these accounts to

       Farrar for sales and servicing. It is a fundamental principle in Indiana that the

       Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 17 of 22
       law will not permit persons to do indirectly, or through others, what he or she

       could not do directly him or herself. Norlund, 675 N.E.2d 1142. Here, Momar

       acted in concert with Janowiak to indirectly, or through Farrar, continue to

       solicit and service Janowiak’s Watcon customers because Janowiak is

       precluded from doing so himself by the non-compete agreement he entered into

       with Watcon.


[33]   In addition, Momar alleges that the granting of the injunction disserved the

       public interest because of Watcon’s chemical handling and labeling. At the

       March injunction hearing, Grabow testified to finding at one Watcon customer

       facility some jugs that were not labeled and a chemical label that, according to

       him, did not contain all of the information required by the Environmental

       Protection Agency (EPA). On cross-examination Grabow admitted that he had

       neither contacted Watcon about this, nor filed anything with the EPA.


[34]   In light of all the evidence, an injunction in this case is not contrary to the

       public interest but rather furthers the public interest by recognizing an

       employer’s freedom to contract to protect the goodwill of its business and by

       not rewarding the type of behavior in which Momar engaged when it acted in

       concert with Janowiak to violate his non-compete agreement with Watcon.

       The trial court properly concluded that the public interest would not be

       disserved by the grant of a preliminary injunction against Momar.



                                 2. Modification of Terms

       Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 18 of 22
[35]   Momar challenges the language of the preliminary injunction order, arguing

       that the trial court impermissibly modified the terms of paragraph 9 of the

       Agreement. Trial courts have full discretion to fashion equitable remedies that

       are complete and fair to all parties involved. Robert Neises Constr. Corp. v. Grand

       Innovations, Inc., 938 N.E.2d 1231 (Ind. Ct. App. 2010).


[36]   Paragraph 9 of the Agreement provides:

               9. The obligations imposed upon the Seller by Paragraph 2, and
               clause (A) of Paragraph 3 above, shall continue in effect
               regardless of the means or circumstances by which either this
               agreement or the active solicitation of orders in such territory
               may be terminated. For a period of two (2) years after the
               termination of this agreement, by mutual consent or otherwise,
               the Seller promises that he will not, directly or indirectly, solicit
               orders from the users of the Companys’ [sic] products in said territory,
               provided that, if the applicable law of such territory fixes a
               shorter period of restraint, such shorter applicable statutory
               limitation shall be deemed to fix the maximum limit of such
               restraint.
       Appellant’s App. p. 78 (emphasis added). Paragraph 1 of the trial court’s order

       enjoining Momar in this action provides:

               1. Defendant, Momar, Inc., is preliminarily enjoined through
               September 3, 2017, from taking any action whatsoever in concert
               or participation with Janowiak to generate or accept orders from any
               of the 53 Current Customers for products and/or services that compete
               with products and/or services provided by Watcon. The “53 Current
               Customers” is defined in Paragraph 20 of the Preliminary
               Findings of Fact contained in the Preliminary Injunction Order,
               and are listed on Exhibit “M-C” admitted into evidence at the
               Hearing on March 17, 2016. In addition, Momar, Inc., is
               preliminarily enjoined through September 3, 2017, from accepting
       Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 19 of 22
               or filling orders from any of the 53 Current Customers for products
               and/or services that compete with the products and/or services provided
               by Watcon if Janowiak has at any time and in any way acted in
               concert or participation with Momar in soliciting business from
               that customer.
       Id. at 108 (emphasis added).


[37]   First, Momar questions the court’s use in its order of the terms “generate or

       accept” and “accepting or filling” because paragraph 9 of the Agreement uses

       the term “solicit.” Paragraph 9 of the Agreement states that Janowiak “will

       not, directly or indirectly, solicit.” The trial court’s language enjoining Momar

       is encompassed by the language in paragraph 9. Whether Momar directly or

       indirectly solicits, generates, accepts, or fills an order for products, the end

       result is the same: Momar is selling to and/or servicing Janowiak’s Watcon

       customers in violation of Janowiak’s non-compete agreement with Watcon.


[38]   Next, Momar asserts that the trial court improperly modified the terms of the

       Agreement by using “53 Current Customers” in its order instead of using the

       term “users” from paragraph 9 of the Agreement. As stated previously in our

       discussion, the evidence at the November injunction hearing showed

       Janowiak’s and Watcon’s understanding of the term “users,” as employed in

       paragraph 9 of the Agreement. Watcon presented evidence that the term

       “users” refers to Janowiak’s fifty-three active accounts that he was servicing at

       the time he left the company, and Janowiak did not contest this evidence.


[39]   Furthermore, at the March injunction hearing, Momar did not challenge this

       evidence either. Instead, Momar offered, and the trial court admitted, Exhibit

       Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 20 of 22
       M-C, which is a list of the fifty-three Watcon customers being serviced by

       Janowiak at the time he left his employment with Watcon. Thus, all the parties

       demonstrated their familiarity with the fifty-three customers and their

       understanding that these customers are the “users” referred to in the

       Agreement. The trial court did not impermissibly modify the terms of the

       Agreement as a result of the language it used in its injunction order.


[40]   Momar also alleges the trial court improperly added terms to the Agreement by

       enjoining Momar from accepting orders for products and services “that

       compete with products and/or services provided by Watcon.” Paragraph 9 of

       the Agreement simply says that Janowiak “will not, directly or indirectly, solicit

       orders from the users of the Companys’ [sic] products in said territory.”


[41]   In a prior argument, Momar claimed that this terminology in paragraph 9 is

       overbroad because it forbids Janowiak from selling any products to customers

       of Watcon, including those products not in competition with a product of

       Watcon. See Section 1., A., supra. As we did previously, we again direct

       Momar to paragraph 2 of the Agreement, which states:


               2. The Seller will attempt to find purchasers in such territory for
               such water treatment, water softening and other mechanical
               devices for the treatment of water and other products of the
               Company and to promote the business of the Company in
               conformity herewith and not to sell in such territory competitive
               products or to promote businesses in competition with the
               products and business of the Company. Nothing herein contained,
               however, shall be construed to prevent the Seller from selling and
               promoting products and business not competitive with those of the
               Company.
       Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 21 of 22
       Appellant’s App. p. 76 (emphasis added).


[42]   The meaning of a contract is to be determined from an examination of all of its

       provisions, not from a consideration of isolated words, phrases, or paragraphs.

       Washel, 770 N.E.2d 902. Further, courts should construe the language in a

       contract by attempting to harmonize the provisions. State Farm Fire and Cas.

       Co., 984 N.E.2d 655.


[43]   Reading the Agreement as a whole, paragraphs 9 and 2 make it clear that the

       Agreement limits the sale of competing products and/or services to Janowiak’s

       Watcon customers. Thus, the court did not improperly add terms to the

       Agreement as a result of the language it used in its order; rather, it properly

       stated the intent of the parties as evidenced by their Agreement.


[44]   In light of the foregoing, we affirm the judgment of the trial court.


[45]   Judgment affirmed.


       Kirsch, J., and Altice, J., concur.




       Court of Appeals of Indiana | Memorandum Decision 71A03-1603-PL-621| November 3, 2016   Page 22 of 22
