Skip to main content



All Quality Care, Inc. v. Karim

2005 WL 3526089 (N.J. Super. App. Div. 2005)

EMPLOYER-EMPLOYEE; NON-COMPETITION—Where a non-competition restriction arises upon an employee “deciding” to leave the job and the employee was fired instead, the restriction is inapplicable.

A home health care worker signed an employment contract with an agency reading, in pertinent part: “Employee agrees to work with [the agency] on its cases, however, in the event that an employee decides to leave the agency and/or work concurrently with another agency at any time,” the employee could not work for any of the patients for whom the agency had contracts for one year following the last date that the employee worked for the agency. Subsequently, the employee was fired, but she continued to work for one of the agency’s clients. That client’s family unsuccessfully attempted to have the agency rehire the health care worker, but when that didn’t happen, it decided to continue to allow the health care worker to work in their home. The agency sued, arguing that the health care worker had breached the employment agreement. The lower court disagreed, finding that the agreement had been drafted by the agency and was “to be construed to pertain only to any employee who decides to leave or otherwise voluntarily terminated his or her employment with [the agency].” According to the lower court, it was the agency that terminated the health care worker, not the health care worker that quit. It refused to “rewrite the terms of an unambiguous contract” and chose to “enforce the terms as written by [the agency].” The agency appealed, unsuccessfully.

The Appellate Division reviewed the principles by which a post-employment restrictive covenant would be given effect. It based its affirmance of the lower court’s decision on the principle that the “[p]olestar of contract construction is to discover the intention of the parties as revealed by the language used by them.” Consequently, it held that “the contractual term at issue should be given its plain and ordinary meaning. It clearly state[d] that the one-year restriction on working for one of [the agency’s] clients [was] applicable only when ‘an employee decides to leave the agency.’” Although the agency argued that this should have been interpreted to mean “both voluntary and involuntary termination,” the Court focused on the work “decides.” It thought that the word “‘decides’ implies that termination of employment with [the agency] was something that was done with a choice.”

The agency also sought to enforce the agreement with its client because that agreement read that the client “shall not directly employ the services of any of the agency’s employees.” Again, the Appellate Division strived to give this provision its plain meaning. In doing so, it said “[n]o definition of the word ‘employ’ is given such that the court could reasonably interpret the word to mean both current and former employees.”


MEISLIK & MEISLIK
66 Park Street • Montclair, New Jersey 07042
tel: 973-783-3000 • fax: 973-744-5757 • info@meislik.com