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Av Solutions, LLC v. Keystone Enterprise Services

July 19, 2011

AV SOLUTIONS, LLC, PLAINTIFF,
v.
KEYSTONE ENTERPRISE SERVICES, LLC, DEFENDANT.



The opinion of the court was delivered by: Linares, District Judge.

NOT FOR PUBLICATION

OPINION

This matter comes before the Court by way of an application for a preliminary injunction filed by Plaintiff on June 17, 2011. Oral argument was held on July 11, 2011. The Court has considered the arguments of counsel and the submissions of the parties in support of and in opposition to the present application, and for the reasons set forth below, Plaintiff's application for a preliminary injunction is denied.

I. BACKGROUND

Plaintiff, AV Solutions, LLC ("AVS"), is a video production company that serves the financial, pharmaceutical, and insurance industries. Defendant, Keystone Enterprise Services, LLC ("Keystone"), provides satellite video broadcast services. In March 2008, AVS made a series of proposals to Hudson Medical Communications, LLC ("Hudson Medical"), a medical education programming company, to provide satellite services for its live meetings with pharmaceutical companies. (Pl.'s Br. in Supp. of Order to Show Cause Appl. ["Pl.'s Opening Br."] at 6--7.) AVS indicates that it introduced Keystone to Hudson Medical as its potential satellite services subcontractor for this work. (Pl.'s Opening Br. at 7.) Keystone subsequently provided AVS with a written proposal. (Id.)

On March 1, 2009, the parties entered into a Master Services Agreement ("MSA") governing their relationship. (Id. at 4) Incorporated in the MSA was a Non-Competition Agreement, which provided, in relevant part:

WHEREAS, [Keystone] may be interested in installing and maintaining permanent satellites systems at restaurants and/or hospitality services companies which are actually or potentially engaged in a business relationship with [AVS] (and including any companies which are affiliated or under common ownership with such restaurants and/or hospitality services companies) (generally "Venues"); and WHEREAS, [AVS] is willing to introduce [Keystone] to Venues for the purpose of having [Keystone] install permanent satellite systems at such Venues, provided that [Keystone] be subject to the restrictions contained in this Agreement; * * * [Keystone] shall not, without express prior written consent of [AVS]:

(i) install permanent satellites systems at any Venue introduced to it by [AVS];

(ii) approach or solicit any Venue introduced to it by the Company;

(iii) interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or otherwise, between [AVS] and any Venue introduced to it by the Company; or

(iv) in addition to the foregoing restrictions pertaining to Venues, solicit to provide or provide satellite systems or service relating thereto to any customer of [AVS] (including any companies that are affiliated or under common ownership with such customer) (generally a "Customer") that [AVS] has set forth in Schedule A hereto or that is subsequently identified in writing to [Keystone] as being a Customer of [AVS]. Failure to list a Customer on Schedule A shall not be determinative as to the application of this Agreement to such Customer.

(Id. at Ex. D1, Cert. of Douglas Mack, Ex A.)

AVS alleges that on April 7, 2011, it became aware that Keystone had contracted with Hudson Medical for a May 4, 2011 satellite broadcast at a Ruth's Chris restaurant. (Pl.'s Opening Br. at 8.) Two weeks later, AVS's attorney sent Keystone a letter advising it that it was in violation of the Non-Competition Agreement. (Id. at 9.)

Keystone explains that in November 2010 a company called "HiLine" contacted it about providing satellite services for pharmaceutical launch events. (Def.'s Resp. in Opp'n to Pl.'s Mot. for Prelim. Inj. ["Def.'s Opp'n Br."] at 8.) Keystone states that it provided those services for HiLine on February 1, 2011, and on various dates in May and June of 2011. (Id.) At some point during this relationship, Keystone learned that HiLine's parent company is "Hudson Global," which the parties agree is also the parent company of Hudson Medical. (Id.) ...


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