UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT

┐ THE JAMES B. OSWALD COMPANY, a wholly owned │ subsidiary of JBO Holding Company; JBO HOLDING │ COMPANY, │ Plaintiffs-Appellees, > No. 23-3638 │ │ v. │ │ DENNIS NEATE; MICHAEL MAITLAND; ANNETTE │ BLANC; CHRISTINE PODLOGAR LOISELLE; HYLANT │ GROUP, INC., │ Defendants-Appellants. │ ┘

Appeal from the United States District Court for the Northern District of Ohio at Cleveland. No. 1:22-cv-01107—Charles E. Fleming, District Judge.

Argued: March 19, 2024

Decided and Filed: April 10, 2024

Before: GRIFFIN, NALBANDIAN, and MATHIS, Circuit Judges.

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COUNSEL ARGUED: David Rodman Cooper, MARSHALL & MELHORN, LLC, Toledo, Ohio, for Appellants. Stephen S. Zashin, Ami J. Patel, ZASHIN & RICH CO., L.P.A., Cleveland, Ohio, for Appellees. ON BRIEF: David Rodman Cooper, MARSHALL & MELHORN, LLC, Toledo, Ohio, Michael A. Gonzalez, THE HEALTH LAW GROUP, LLC, Maumee, Ohio, for Appellants. Stephen S. Zashin, Ami J. Patel, ZASHIN & RICH CO., L.P.A., Cleveland, Ohio, for Appellees. No. 23-3638 James B. Oswald Co., et al. v. Neate, et al. Page 2

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OPINION _________________

NALBANDIAN, Circuit Judge. When Dennis Neate left the James B. Oswald Company, an insurance firm, to go work for Hylant Group, Inc, another insurance firm, some of his clients left with him. Not happy about this, Oswald accused Neate of violating his non-solicitation agreement. So Oswald sued in federal district court and the court entered a preliminary injunction ordering Neate and others to comply in full with Oswald’s non-solicitation agreement. Neate appealed. For the following reasons, we VACATE and REMAND.

I.

Dennis Neate developed a substantial book of business over his sixteen years with the Hoffman Insurance Agency, where Neate was a part-owner of the company and an employee. When the James B. Oswald Company and its parent company, JBO Holding, bought Hoffman in 2016, Oswald hired Neate as its vice president market leader in the property and casualty business unit. Neate claims many of his Hoffman clients stayed with him even as he began working for Oswald. In connection with the sale of Hoffman, Neate signed a contract—known as the “Hoffman Agreement”—that contained noncompete provisions prohibiting Neate from competing with or soliciting customers away from Oswald. These provisions lasted five years from the date of the agreement.

Separately, in connection with his employment at Oswald, Neate and others had to sign a non-disclosure and non-solicitation agreement (NDNSA). Relevant here, the NDNSA’s Section 8 and 9 prohibited Oswald employees, for up to two years after the employees cease working for Oswald, from soliciting clients and employees away from the company. R.65, Order Granting Prelim. Inj., pp.11–12, PageID 1688–89 (sealed).

Problems bega