I respectfully dissent from the majority opinion.
This court should not interfere with the parties' freedom of contract. The pension plan was mutually advantageous to both parties. Both parties voluntarily entered into the agreement with full knowledge of its terms and conditions. Snarr breached the provisions of the pension plan and cannot complain about the consequences of his breach now.
I agree with the reasoning set forth in Keller v. GraphicSystems of Akron, Inc. (N.D. Ohio 1976), 422 F. Supp. 1005, which represents the majority of the courts' opinion on the validity of noncompetition clauses in noncontributory profit-sharing plans,i.e., a noncompetition clause in a noncontributory plan is valid and enforceable.
Three considerations support the position taken by the court inKeller, supra. First, when the financial loss to the departing employee is compared to the potential loss to the company's faithful plan participants, the latter's interests should prevail because the employee's decision to join a competitor could have a substantial impact on the company's profits. Thus, the reasonable business justification of protecting the company and its employees from the competition and resulting loss in profits outweighs any harm to the departing employee.
Second, the noncompetition clause in the employment contract is distinguishable from the forfeiture clause in the pension plan contract. In an employment contract the employee is prohibited from engaging in competitive employment; however, in a pension plan the employee is forced to choose between the pension benefits and employment at a competitor:
"* * * The authorities, though, generally draw a clear and obvious distinction between restraints on competitive employment in employment contracts and in pension plans. The strong weight of authority holds that forfeitures for engaging in subsequent competitive employment, included in pension retirement plans, are valid, even though unrestricted in time or geography. The reasoning behind this conclusion is that the forfeiture, unlike the restraint included in the employment contract, is not a prohibition on the employee's engaging in competitive work but is merely a denial of the right to participate in the retirement plan if he does so engage.* * *" Rochester Corp. v. Rochester (C.A. 4, 1971), 450 F.2d 118, at 122-123. (Footnotes omitted.)
Third, a contract is a contract; the parties knowingly and willingly entered into the agreement with certain expectations with which this court should not interfere.
For these reasons, I would find the noncompetition clause valid and enforceable.
It is not only foolhardy but it also sets a dangerous precedent for courts to interfere with the freedom of contract between contracting parties. This court should not be examining the agreement *Page 259 to determine whether the restriction is reasonable as applied to Snarr. Snarr made his decision and now must live with it. As a result of the majority's decision, parties will be reluctant to enter into contractual relationships for fear of the outcome if one party becomes disgruntled and runs to the courts for an interpretation when the contractual language is perfectly clear.
Finally, since the contractual language is clear, Snarr is not entitled to damages and thus is most definitely not entitled to prejudgment interest. I would affirm the denial of prejudgment interest for Snarr.