On May, 2001, Holden Caulfield became employed by ACME Materials, LLC. (ACME). In February, 2007, ACME informed Caulfield that he would have to sign a Non-Competition Agreement ("the Agreement") or they would have to let him go. Caulfield signed it and continued his employment.

ACME terminated him January, 2011. In March, 2011, Caulfield took a job with Milwaukee Materials, Inc. (MMI). After Caulfield began working at MMI, about 80% of Caulfield's clients left ACME and began using MMI. Soon thereafter, ACME sued Caulfield for violation of the Agreement.

The Agreement states, in part:

• Section 1:"Employee may not compete with ACME or work for any competitor of ACME." (You may assume that this language means that the agreement prohibits Caulfield from working for a competitor business in any capacity or position of employment, regardless of whether Caulfield's position actually involves activities or duties that serve to compete with ACME.)
• Section 2:"The prohibitions contained in Section 1 further prohibit competition or competitive employment in Milwaukee County and within a 150-mile radius of the City of Milwaukee."
• Section 3:" Employee may not, directly or indirectly, sell to, contact or solicit any customer of ACME, LLC, regardless of the geographic location of such customer."

Earlier in life, Caulfield obtained a two-year degree in paralegal studies. It was hard to find paralegal work at the time, so he immediately took a job with his father as a salesperson for industrial crane and hoist parts used in construction. Caulfield worked in this job for 5 years.

Then, Caulfield decided to leave his father's business and went to work for ACME. When he was looking to leave his father's business, he noted that there were 7 businesses that sell crane and hoist parts within about a two to two-and-a-half -hour drive from his Milwaukee home. Also, Eau Claire and LaCrosse, Wisconsin, as well as Bloomington and Kankakee, Illinois, each had a seller of crane and hoist parts.

At ACME, Caulfield also sold parts for industrial cranes and hoists. It turns out that ACME liked

Caulfield because it only sold crane and hoist parts manufactured by Uplifting Manufacturing, and it just so happens that Uplifting was the same brand Caulfield sold at his father's business.

Caulfield became ACME's exclusive salesperson for Uplifting Manufacturing's crane and hoist parts, and he continued in that job until his January, 2011 termination from ACME. About two months later, Caulfield found a job with MMI, also selling crane and hoist parts manufactured by Uplifting.

Despite the fact that so many customers left ACME after Caulfield's departure and "followed" Caulfield to MMI, Caulfield did not take any customer lists and did not solicit any customers.

ACME claims that Caulfield violated the non-compete agreement and should have to pay damages for the lost business due to losing customers.

Assume you are ACME's attorney. What arguments would you make to establish Caulfield is liable? You must support your argument by applying the relevant law(s) to the facts of the case.

Now, assume you are the Caulfield's attorney. What arguments would you make to keep Caulfield from having to pay damages? You must support your argument by applying the relevant law(s) to the facts of the case.