Vaidik, J.,
Case Summary
Appellants, whom the parties refer to collectively as the “RevOne Companies,” sought to enjoin a former employee, Jennifer Taylor, from working for a competitor based on several non-competition agreements Taylor executed during her employment. Taylor signed one non-competition agreement as a condition of her hiring, and then a few years later, she was told she had to sign a new agreement or she’d be fired. The trial court found that the second agreement was not supported by consideration because Taylor’s employment was the consideration for the initial non-competition agreement, so her continued employment could not serve as consideration for the second agreement. Concluding that the RevOne Companies failed to show a reasonable likelihood of success on the merits, the trial court denied their motion for preliminary injunction.
The RevOne Companies now appeal. We hold that, where an at-will employee signs a non-competition agreement as a condition of their hiring and is later told to sign a new non-competition agreement or they will be fired, the employee’s continued employment can serve as consideration for the latter agreement. But because the trial court correctly concluded that the RevOne Companies failed to show a reasonable likelihood of success, we affirm.
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Relying on Buschman v. ADS Corp., 782 N.E.2d 423 (Ind. Ct. App. 2003), Hinkel v. Sataria Distribution & Packaging, Inc., 920 N.E.2d 766 (Ind. Ct. App. 2010), and Bassett, the trial court concluded that Taylor’s continued employment was not sufficient consideration to support the 2014 Agreement because her employment was the consideration for the 2010 Agreement. In Buschman and Hinkel, prospective employees discussed certain severance benefits with employers during hiring negotiations but eventually signed employment agreements that didn’t include the benefits. In both cases, after the employees signed the agreements, the employers purportedly made oral promises as to the severance benefits. But when the employees were terminated, they weren’t paid severance as promised, so they each sued to enforce the severance promises. On appeal, we found in each case that the written employment agreements represented the parties’ final agreements. We then considered whether, to the extent the employers made oral severance promises after the employment agreements were executed, the oral promises constituted modifications of the agreements. We ultimately concluded they did not because the employees hadn’t provided additional consideration in exchange for those promises. Both employees contended they had provided consideration by working for their employers, but we rejected those arguments because their work was the consideration for each of their initial employment agreements. See Buschman, 782 N.E.2d at 430 (“Buschman’s work at ADS was the consideration for ADS’s offer embodied in the [employment agreement] and is not new consideration.”); Hinkel, 920 N.E.2d at 770-71 (“Hinkel had assumed those duties and employment obligations as consideration for the original agreement. . . . Any subsequent promise by [the employer] respecting severance was not supported by an independent, bargained-for exchange.”).
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Buschman, Hinkel, and Bassett are distinguishable from the circumstances before us. Each of those cases involved a written agreement executed by the parties and an additional promise by the employer that wasn’t included in the written agreement. While the employees later argued that they continued to work in exchange for the employers’ additional promises, they never expressly conditioned their continuing to work upon those promises. In other words, there was no bargained-for exchange. Here, by contrast, we have two distinct written agreements, each resulting from a separate bargained-for exchange: (1) in exchange for Taylor signing and thereby agreeing to the terms of the 2010 Agreement, MED-1 Solutions promised to commence her employment; and (2) in exchange for Taylor signing and thereby agreeing to the terms of the 2014 Agreement, Huff promised to continue employing her.
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It is true that, under the 2014 Agreement, Taylor did not receive a right to employment for any particular duration and Huff still could have terminated her at any time, even after she signed the agreement. But “we do not inquire into the adequacy of the consideration exchanged in a contract.” Ackerman, 634 N.E.2d at 781. Because the parties exchanged valid consideration in the 2014 Agreement, and this consideration is independent of the consideration for the 2010 Agreement, the trial court erred in concluding that the 2014 Agreement is not supported by sufficient consideration. The 2014 Agreement is a valid contract. [Footnote omitted.]
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The RevOne Companies have failed to show that the trial court’s judgment is contrary to law.
Affirmed.
Weissmann, J., and Foley, J., concur.