Retina Consultants, P.C., is a medical practice that specializes in retina eye surgery. This company hired Brendan Coleman as a software engineer in 2000. Prior to his hiring at Retina Consultants, Coleman had created and marketed a software billing program called Clinex. During his stay with Retina Consultants, physicians worked with Coleman to modify his Clinex program to better suit the company’s needs. The new program was called Clinex-RE. While employed, Coleman signed an agreement which stated ownership of Clinex remained with Coleman while that of Clinex-RE remained with Retina Consultants. Within the document was the following sentence: “Coleman will not distribute, vend or license to any ophthalmologist or optometrist the Clinex software or any computer application competitive with the Clinex-RE software without the written consent of Retina Consultants.” In essence, Coleman agreed to a covenant not to compete (noncompete clause). After quitting his job with Retina Consultants, Coleman attempted to license Clinex and Clinex-RE to other ophthalmologists. He also refused to provide the necessary passwords for Retina Consultants to use Clinex and Clinex-RE. Furthermore, he used the company’s trade secrets and withdrew funds from a company banking account, among other actions. At trial, the court entered a judgment enjoining Coleman from marketing the software that was in competition with the software he had developed for Retina Consultants. The court also obligated Coleman to return the funds taken from the company’s bank account. Coleman appealed. [Coleman v. Retina Consultants, P.C., 286 Ga. 317, 687 S.E.2d 457 (2009)]

(a) Should the court uphold the noncompete clause? If so, why? If not, why not?

(b) Should the court require Coleman to return the funds he withdrew from the company’s accounts? Discuss fully.

(c) Did Coleman’s behavior after he left the company infl uence the court’s decision? Explain your answer.