IV. ENFORCEMENT OF A NON-COMPETE
    
    The trip-wire for the enforcement of a restrictive covenant is a breach by a former employee of contractual provisions contained in the agreement. An employer is entitled to relief if a former employee is engaging, or threatening to engage, in activities expressly prohibited by a non-compete agreement, that would cause harm to the employer. A former employee’s violation of a non-compete agreement constitutes a breach and “dictate[s] that the plaintiff is entitled to enforce the agreement.”37 An employer may also be entitled to relief where the former employee has not yet breached the agreement, but is threatening to do so. Under these circumstances, the former employer may be entitled to injunctive relief from the court restraining any breach irrespective of the potential damage.38

A. Injunctive Relief

    For an employer to obtain an injunction against a former employee seeking the enforcement of the non-compete agreement, it must demonstrate both breach and incurred or imminent irreparable harm. Breach alone is insufficient to warrant the issuance of an injunction39 and the courts have held that “a party seeking a temporary injunction must first establish irreparable harm.”40 The Supreme Court of the United States has rarely commented on the subject of non-competes but in Doran v. Salem Inn, Inc.,41 the court reiterated the traditional standard for granting injunctive relief, stating that it “requires the plaintiff to show that in the absence of its issuance he will suffer irreparable injury and also that he is likely to prevail on the merits.”42 Thus, a successful plaintiff must show that it has incurred or is likely to incur 11 irreparable harm from the actual or proposed activities of a former employee constituting a contractual breach. 
    When determining whether a party has violated the terms of a non-compete agreement courts are sometimes faced with very peculiar circumstances that necessitate further legal analysis. Such situations include those where a party’s actions hover between the permissible and impermissible, questions regarding the similarities between old and new employment, and the permissibility of working for a former client upon termination from the plaintiff employer.

    B. Questions of Degree

    Two typical situations that require the court to determine what constitutes prohibited conduct and therefore a breach of a non-compete agreement are (a) defining the parameters of “competing business activity” and (b) discerning the permissible engagement within the restricted geographical area. Some defendants assert the defense that they were merely “marketing” and that this does not amount to a “competing business activity” that would violate a restrictive covenant. Marketing is in fact a “competing business activity” in violation of noncompete agreements and marketing includes not only the actual sale of products or services, but also any efforts to promote and effectuate a sale of those products or services.43 Furthermore, the courts have stated that activities that are not competitive on their face may in fact be competitive and therefore constitute a breach of a non-compete agreement if they produce a competing activity. 44 A second issue is addressing a party’s actions when he engages in activities within the prohibited geographic area, even though the new employer’s place of business does not, itself, violate the terms of the agreement. Courts have consistently held that this situation involves competing business activities and breach of the restrictive covenant. The specific location of 12 new employment may not violate a non-compete agreement but conducting business operations and acting in furtherance of the new employment within the prohibited area does constitute a breach. 45 Contracts that restrict employment activities focus on competing activities of former employees rather than the particular location of the employee’s new office. 46
    Whether, or to what extent, prior and current employment is similar may also impact a court’s determination of whether a breach occurred. Employment, even with a direct competitor, will not create a breach of a non-compete agreement if the details of the case demonstrate starkly contrasting differences between the old and new positions.47 A plaintiff employer has the burden of proving that it is likely to succeed on the merits of the case and that the former employee will render “similar services” to the new employer and thereby facilitate unfair economic activities. In order to receive injunctive relief from the court, the plaintiff must submit evidence demonstrating the occupational similarities and how the new employment has or is likely to result in a breach of a non-compete agreement. 48

A. Former Clients

    A further bone of contention is whether covenants not to compete prohibit an employee from working for a former client that had a relationship with his or her prior employer. Courts have rejected the theory that the prohibition on competing business activities extends to former clients and have concluded that employers are not thereby entitled to enforcement of a noncompete agreement. Injunctive relief for breach of a non-compete agreement is designed to prevent a former employee from working for a competing company rather than a former client. 49 Connecticut courts will deny injunctive relief when “such relief appears to be more logically directed to an employee engaged in a competing business than to an employee accepting employment not with a competing business, but a former client.”50 The general rule in 13 Connecticut is that working for a former client, unless specifically prohibited in the non-compete agreement, does not create a breach of the contract. 51

B. The Parol Evidence Rule

    Lastly, a final principle of contract law that applies to the enforcement of covenants not to compete is the application of the Parol Evidence Rule, a rule that may prohibit the use of evidence outside the four corners of the non-compete contract concerning matters included within the finalized document. The Parol Evidence Rule essentially prohibits the use of evidence not contained in a finalized agreement that vary or contradict the terms of the contract.52 When litigating a case regarding the enforcement of a non-compete agreement, in most cases, parties may not present collateral evidence (written articles, oral representations, etc.) that contradict the finalized written restrictive covenant. A finalized restrictive covenant document will cause most courts to refuse admission of conflicting evidence and to admit some supplemental evidence only to clarify ambiguous provisions of the contract. The courts will consider a contract as the “final agreement” when “there is no evidence to contradict a finding that the parties intended the writing to be the final expression of the parties.”53

V. THE TEST FOR REASONABLENESS/ENFORCEABILITY

    The application of basic contract principles is just one step in the process of enforcement of a covenant not to compete. Once the court has determined that the parties properly executed a non-compete agreement, it must analyze the enforceability of the agreement’s provisions. Connecticut has developed a five-prong test to assess the enforceability of a restrictive covenant. It examines the reasonableness of the restrictions to determine how enforcement would impact the relevant parties: the employer, the employee, and the public at large. 54 When determining the 14 enforceability of a Connecticut non-compete agreement, the court will look to 1) the reasonableness of the time restriction, 2) the reasonableness of the geographical restriction, 3) the degree of protection afforded to the employer, 4) whether it unnecessarily restricts the employee’s ability to pursue his career, and lastly 5) the degree to which is interferes with the interests of the public.55 This five-prong test used by Connecticut courts is disjunctive rather than conjunctive, meaning that a non-compete agreement can be deemed unenforceable and invalidated if it negatively impacts even a single factor. 56 A non-compete agreement is analyzed in its entirety when a court is determining its enforceability but a single unreasonable provision can be sufficient to invalidate the entire agreement and preclude enforcement. 57 While certain factors may assume greater importance, the legal analysis of non-compete agreements in Connecticut shows that each factor is essentially on equal footing and of equal weight when deciding enforceability of a restrictive covenant.
    The factors used in the application of the five-prong reasonableness test can be divided into two categories: enumerated restrictions and subsequent consequences of the express restrictions. Time and geographical restrictions (factors #1 and #2) generally constitute crucial provisions in the non-compete and establish the parameters for what post termination activities are and are not permissible for the employee. Analysis of the remaining factors involves an assessment of the consequences of the enumerated restrictions and how they impact the parties and the public. 

    A. Temporal Limitation

    The pertinent time/duration will prohibit an employee from engaging in certain enumerated activities for a specific period of time. The reasonableness of a particular time 15 restriction will vary from case to case and will depend heavily on the particular facts of the case and the specific characteristics of the position and industry. A fifteen-year restriction may be appropriate and enforceable in one case while it would be excessive and unreasonable in another.58 The nature of the industry/profession that is the subject of a non-compete agreement is critical to determining whether a contractual time restriction is reasonable and enforceable. For example, restrictive covenants in the funeral services industry can be longer due to the familial return rate and referral characteristics59 while courts have held that restrictive covenants in the software industry must be shorter because of the constant and “rapid changes in the software industry.”60
    The reasonableness and enforceability of the time restriction can also be a function of the enumerated geographical restriction. The interrelationship between these two aspects of a covenant not to compete can be very important in determining its overall enforceability. A time restriction that on its face seems unreasonable may in fact be completely reasonable when you take into account the geographical restriction. A lengthy time restriction on competing activities can be reasonable under circumstances where it is paired with a narrow geographical restriction. 61 A seemingly unreasonable time restriction may be deemed reasonable under the circumstances when “read in conjunction [with] the narrow geographic restriction” contained in the agreement. 62

    B. Geographic Limitation

For many employees, the geographical restriction can be more problematic and of greater concern than the time restriction. The courts in this state have repeatedly asserted that “the general rule is that the application of a restrictive covenant will be confined to a geographic area 16 which is reasonable in view of the particular situation.”63 The court analyzes the geographic restriction in the same manner as it evaluates the time restriction- the geographic terms are analyzed in the context of the specific facts of the situation and the particular industry in which the employer and employee are engaged. Non-compete agreements executed under Connecticut law can be invalidated when a geographic restriction is so broad that it severely limits or prevents a former employee “from carrying on his usual vocation and earning a livelihood, thus working undue hardship.”64
    A valid restrictive covenant will clearly define the geographic restriction prohibiting the employee upon termination from engaging in competing business activities within a specific area. The total lack of specified geographical restriction creates an unintended consequence in the form of a global restriction on competition, an effect that the courts consider “patently and grossly unreasonable.”65 Courts are likely to invalidate a non-compete agreement for lack of a defined geographic restriction regardless of whether that characteristic of the agreement was intentional or purely by mistake. If intentional, a global restriction on competition is unconscionable and unenforceable under Connecticut law. Courts will also refuse enforcement of such a non-compete if the lack of geographical restriction was a mistake or error in drafting and execution. Employers should not be allowed the benefit of enforcing the agreement merely because of an unintended, ambiguous clause that was the product of sloppy drafting of the agreement. 66 

(i) Weighing Respective Consequences

    A crucial component in analyzing the enforceability of a geographical restriction is the potential consequences for the employer and the employee. Employers have the right to protect 17 themselves but not by seeking to impose excessive and unreasonable restrictions that needlessly harm or unduly restrict former employees. A court may deny enforcement when the restrictive covenant goes beyond protecting the employer’s legitimate interest in existing customer relationships and seeks to exclude all competition in a very large territory where the employer conducts or could possibly conduct business.67 Geographical restrictions, regardless of duration, that go beyond what is required for a fair protection of the employer are unenforceable on the grounds that they are unreasonable restraints of trade in direct contravention of Connecticut law. 68 69 The availability of future employment for the former employee is a major factor in a court’s determination of the enforceability of a geographical restriction. A restriction will be upheld when the circumstances demonstrate that there is ample opportunity for the employee to obtain new employment outside of the contractually prohibited area without causing undue hardship(s).70
    Smaller geographical restrictions are generally easier to assess and enforce but this is not to say that a court will automatically deny enforcement of a restriction that on its face establishes a large prohibited area. Courts have enforced non-compete agreements containing a large geographical restriction clause when there are other clauses that narrow the actual prohibited area. One such case, 71 involved a restrictive covenant that prohibited competing activities for one year following termination within the area described as the “Standard Metropolitan Statistical Areas of [the] Eastern Seabord,”72 an area that includes metropolitan areas from Portland, Maine to Miami, Florida and home to roughly 36% of the country’s population.73 This area, at face value, is excessive and would normally be unconscionable to enforce, but the court ultimately held that the geographical restriction clause was valid and enforceable because subsequent clauses placed restrictions on the area and severely limited its 18 impact on the employee by stating that the restriction pertained only to the employer’s clients within the six months prior to termination and on who’s account the former employee had personally worked.74 This was sufficient to limit the effect of the stated geographical restriction and render it enforceable in light of the peculiar circumstances surrounding the case.
    When contesting the enforceability of geographical or time restrictions, the employee ultimately bears the burden of proving that a restriction is “too broad”, “unreasonable,” or “excessive.”75 Under Connecticut law, the challenging party bears the burden of demonstrating that the non-compete is unenforceable. 76 The employer generally has the benefit of a rebuttable presumption that the employee must overcome to show that a restriction is unreasonable and therefore unenforceable.

    C. Fair Protection to the Employer

The third prong in the test for reasonableness and enforceability of a non-compete agreement is analysis of the fair degree of protection afforded to the employer. The courts in Connecticut have a long-standing policy of enforcing non-competes in order to protect an employer’s interests and have long recognized that a restrictive covenant is a valuable business asset that is entitled to protection. 77 While the employer’s interests are a valid concern, their protection cannot come at a cost of occupational ruin of former employees. The general rule with regard to analyzing the fair degree of protection for the employer is that contracts in restraint of trade “should afford only a fair protection to the interest of the party in whose favor it is made, and must not be so large in its operation as to interfere with the interests of the public [and the former employee].”78 The court balances the equities for the parties involved in the legal action. Only after a court has identified and weighed the competing equities of the parties 19 can it conclude that “although some hardship would result to the individual defendants [former employees] as a consequence of this injunction, it would not be greatly disproportionate to the plaintiff’s [employer’s] injury.”79 A court’s ruling will inevitably favor one party over the other, but this prong ensures that the unsuccessful party does not experience extreme and unduly harsh consequences. 

    D. The Ability to Secure Future Employment

The fourth prong in the test to ascertain the enforceability of a non-compete agreement is ensuring that the contractual provisions do not unnecessarily restrict the employee’s ability to pursue his or her career through securing appropriate employment upon termination. The general rule is that employers are legally permitted to protect themselves in a reasonably limited market area but may not overreach to the degree that the restriction prevents the former employee from practicing his or her trade in order to make a living. 80 Connecticut courts believe the interests of the employee should also be protected and that terms of a restrictive covenant become unenforceable when they block him from “pursing his occupation and [is] thus prevented from supporting himself and his family.”81 This restraint of trade is a clear violation of Connecticut law and public policy that militate against unreasonable restrictive covenants. Courts should narrowly read and interpret non-compete agreements and the clauses contained therein because “sound public policy considerations strongly militate against sanctioning the loss of a person’s livelihood.”82 Despite this general policy, employees remain free to covenant to refrain from competing activities in exchange for an employment benefit, a promise that is enforceable if the courts conclude that the agreement is reasonable. 83

    E. The Public Interest

    The final prong of the enforceability test is determining whether the agreement and its provisions interfere with the interests of the public. In order to be valid and enforceable, a noncompete agreementmust not have a widespread detrimental effect on the public, particularly with respect to consumers. It is a fundamental tenant of Connecticut public and legal policy that agreements and specific contractual clauses cannot deny the public access to important goods or services. Therefore, the extent of the agreement’s effect on the public must be taken into account when determining whether to enforce a restrictive covenant. 84 Courts will examine the provisions of the agreement, keeping in mind that “the determinant is not whether the public’s freedom to trade has been restricted in any sense, but rather whether that freedom has been restricted unreasonably.”85 Thus, a non-compete agreement may be invalidated and enforcement denied on the grounds of the public’s interests only if interference with those interests is so significant as to be classified by the adjudicating court as “unreasonable.”
    One of the chief concerns with this prong of the enforceability test is preventing monopolistic activities within certain public segments of the economy. The courts have the authority to examine the scope and severity of a non-compete agreement’s effect(s) on the public as well as the “probability of the restrictions creating a monopoly in the [relevant] area of trade.”86 Upon examination of the facts and the possible consequences of the restrictive covenant, Connecticut courts may deny enforcement where the agreement runs contrary to public policy and the contractual restraints are unreasonable.87
    This enforceability test, as articulated in and enforced under Connecticut case law, is designed to protect the legitimate interests of both the employee and the employer. It is utilized 21 in a manner that ensures that the consequences of a restrictive covenant are reasonable, appropriate for the specific circumstances, and not punitive. The enforceability test attempts to control and limit the detriments incurred by a party to the action and protect it from oppressive restrictions. In establishing enforceability, the core principle is the notion that a party should not be subject to excessive and unreasonable restrictions that were “not [designed] to protect legitimate business interests, but rather to prevent [the employee] from working for competitors.”88

VI. TYPES OF BREACH

    There are various circumstances under which an individual can be found in violation of a restrictive covenant. The two most common types of activity that result in litigation are (a) the solicitation of prohibited parties in violation of the time and/or geographical restrictions and (b) the unauthorized dissemination of confidential and proprietary information belonging to the plaintiff employer.

    A. Solicitation

    Solicitation activities can generally be divided into two categories: direct solicitation and indirect solicitation. Under a theory of direct solicitation, the employer alleges that the former employee personally solicited business in violation of the covenant not to compete. The employer bears the burden of proof and must submit sufficient evidence to the court showing that the former employee knowingly took action to solicit business from prohibited parties. On the other hand, cases involving the theory of indirect solicitation have a plaintiff employer that “support[s] its position that one who is not a party to a non-compete contract can be enjoined from activity prohibited by the contract where the person or entity is operating indirectly for the 22 party to the contract.”89 Under this scenario, the employer alleges that a former employee induced a third party to engage in activities the employee personally was contractually prohibited from doing, using knowledge or information that the employee acquired during his or her employment with the plaintiff employer. In order to be successful in an “indirect solicitation” claim, the employer must demonstrate that the actions the nonaffiliated parties evince “conscious disregard” of the non-compete agreement by the former employee. 90 A court may find breach even though the employee did not personally violate its terms but instead used information to induce a third party to perform activities that would otherwise be considered a contractual breach.
    Allegations of impermissible solicitation are only valid and successful if the target of the solicitation is actually a prohibited party within the purview of the terms of the non-compete agreement. There are many categories of clients or customers that may or may not be protected, a characteristic that is determined by the nature of the client or customer. 
    The business sources that an employer seeks to protect with a restrictive covenant are its current and past clients. A restriction limited to the plaintiff’s current and past customers is not overly broad, unreasonable, or unenforceable under the laws of Connecticut.91 Current clients are easily and readily identifiable, giving courts relatively few issues with determining who falls into this class of clients. On the other hand, past customers can be a bit trickier in the sense that certain companies have very long histories, a sizeable client base, extensive geographical presence, and diversified subsidiaries. Many employers place limitations in their non-compete agreements with regard to who is protected as a “past client.” Common restrictions for defining “past clients” include establishing a period of time the client has been affiliated with the company, as well as specifying that the employee is only prohibited from soliciting those clients 23 that he or she had a professional relationship with and on whose account the employee worked. Such restrictions make the provisions themselves more reasonable, and courts look favorably on limitations that reduce the scope of the restraint on trade and appropriately define the client class.
    A more difficult classification of clients to identify is “potential clients.” This class is much more amorphous and, in theory, every participant in the economy could be a potential client. A restrictive covenant encompassing potential clients creates a virtually limitless prohibition on solicitation for the employee upon termination. Enforceability under this scenario greatly depends on the agreement’s definition of “potential clients.” Restrictions on potential clients are reasonable and enforceable so long as the clients classified as such are “readily identifiable and narrowly defined.”92 Therefore, a clause that prohibits the solicitation of potential clients is permissible and enforceable so long as the agreement narrowly and specifically construes this class of clients. 
    Companies that engage in service-based industries - professions including but not limited to lawyers, doctors, accountants, financial advisors, hair stylists, and personal trainers - potentially have an additional class of clients to consider when drafting a restrictive covenant and suing for its enforcement. Many professionals in a service-based industry have “personal or private clients” that are not affiliated with their employer but to whom the professional provides services on the side and off the company’s clock. Even upon executing a non-compete agreement, employees are generally not enjoined from continuing to provide services to personal or private clients. 93 Because these clients did not have an official relationship with the employer, courts have held it would be unfair to include them on lists of prohibited clients.94 These personal clients are not receiving services from the employee as a result of a business connection 24 to the employer, and as such they fall outside the protections and restrictions enumerated in any restrictive covenants. 

    B. Use of Confidential/Proprietary Information

    The second common activity alleged to constitute breach of a non-compete agreement is the employee’s dissemination of confidential or proprietary information that gives his new employer an economic advantage, thus creating unlawful competition. Former employees cannot “use trade secrets, or other confidential information he [or she] has acquired in the course of his employment [with the plaintiff employer], for his [or her] own benefit or that of a competitor to the detriment of his [or her] former employer.”95 To qualify as confidential information or a trade secret in Connecticut, the information must reflect a substantial degree of secrecy. 96 Employers typically seek injunctive relief when the alleged breach of a restrictive covenant takes the form of the misappropriation of confidential information. Legal remedies are inadequate in most, if not all, of these cases because the “loss of trade secrets [and/or confidential information] cannot be measured in money damages…[because a] trade secret, once lost is, of course, lost forever.”97

(i) Trade Secrets

    Connecticut has developed several statutes pertaining to “trade secrets” and their unlawful misappropriation that clearly contravenes non-compete agreements. A category of confidential information, trade secrets are “the property of the employer and cannot be used by the employee for his own benefit [or the benefit of another].”98 Connecticut courts use the term “trade secret” to mean any “formula, pattern, device, or compilation of information which is used in one’s business, and which gives him an opportunity to obtain an advantage over competitors 25 who do not know or use it.”99 The content of a trade secret must be undisclosed, and courts will not enforce a non-compete agreement to protect knowledge that is generally and widely known in the respective industry or that is publically disclosed.100 When determining whether certain information qualifies as a trade secret and entitles the owner to protection under a non-compete agreement, the court examines the following factors: a) the extent to which the information is known outside the business, b) the extent to which the information is known by employees and others involved in the business, c) the extent of measures taken by the company to guard the secrecy of the information, d) the value of the information to the company and its competitors, e) the amount of effort and money expended by the company in developing the information, and f) the ease or difficulty with which the information could be properly acquired or duplicated by others.101
    The elements of breach of a restrictive covenant by misappropriating trade secrets and confidential knowledge hinge on the defendant acquiring, disclosing, or using the knowledge via “improper means.” Under Connecticut law, “improper means” includes theft, bribery, misrepresentation, breach or inducement of a breach of duty to maintain secrecy, or espionage through electronic or other means, including but not limited to searching through trash.102 Furthermore, Connecticut has a statute of limitations with regard to actions against a party for the misappropriation of trade secrets and confidential knowledge in contravention of a covenant not to compete. Parties are barred from commencing an action beyond three years “from the date the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered.”103 The statute further states that a continuing misappropriation constitutes a single claim for the purposes of the statute of limitations. 104
    Connecticut law espouses the principle of an implied duty to not disclose confidential information to other parties, even in the absence of a non-compete agreement. Courts routinely uphold this implied duty related to employment law and the Supreme Court of Connecticut has stated that “even after employment has ceased, a former ‘employee’ remains subject to a duty not to use trade secrets, or other confidential information, which he has acquired in the course of his employment for his own benefit or that of a competitor, to the detriment of his former employer.”105 As with most rules, however, there are some limited exceptions. Business-client relationships and corresponding information that predate employment with the employer are not protected by the implied duty not to disclose. “[I]n the absence of a covenant not to compete, an employee who possessed the relevant customer information prior to the former employment is free to use the information in competition with the employer after termination of the employment relationship.”106
    In some cases, the act of merely retaining confidential information can constitute a breach of a non-compete agreement, and the employee need not actually exploit the knowledge for the court to grant injunctive relief. In one such case, TyMetrix, Inc. v. Szymonik,107 an employee retained physical possession of confidential information, claiming he kept it in order to assist in the litigation with his former employer. 108 This act, regardless of the employee’s reasons, nonetheless violated the non-compete agreement between the employer and employee . The court specifically held that “whether Szymonik [the former employee of plaintiff employer] has used the information on the DVDs is not, at this point in the proceedings, the relevant consideration. His possession and retention of the DVDs [that contained confidential information] is in violation of the terms of the employment agreement.”109
    Non-compete agreements often contain a clause regarding non-disclosure of confidential information acquired or to which the employee is exposed during the employment relationship. However, some employee-employer contracts separate these restrictions into two separate agreements. Historically, Connecticut courts have favored the enforcement of nondisclosure/confidentiality agreements compared to covenants not to compete,110 since the protection of a company’s proprietary and confidential information is far more clear-cut than granting an injunction that results in the restraint of trade or potential employment. Time and geographical restrictions are not necessary for the enforcement of a non-disclosure agreement, and courts have the discretion to apply the “reasonableness” test or a relaxed version of the test.111


37 Booth Waltz Enter. v. Pierson, No. CV094008249S, 2009 Conn. Super. LEXIS 1912, at 7 (Conn. Super. Ct. July 8, 2009). 38 Lampson Lumber Co. v. Caporale, 140 Conn. 679, 685, 102 A.2d 875 (1954). 39 Opticare, P.C. v. Zimmerman, No. UWYCV075003365S, 2008 Conn. Super. LEXIS 759, at 10 (Conn. Super. Ct. Mar. 27, 2008). 40 New England Eyecare of Waterbury v. New England Eyecare, No. 099465, 1991 Conn. Super. LEXIS 135, at 12 (Conn. Super. Ct. Jan 18, 1991). 41 Doran v. Salem Inn, Inc., 422 U.S. 922, 95 S. Ct. 2561 (1975). 42 Id. at 931. 35 43 Express Scripts, Inc. v. Sirowich, No. CV020077109S, 2002 Conn. Super. LEXIS 3444, at 8 (Conn. Super. Ct. Oct. 24, 2002). 44 Id. at 12-2 45 Century 21 Access America v. McGregor-McLean, No. CV044000764S, 2004 Conn. Super. LEXIS 3239, at 1-2 (Conn. Super. Ct. Nov. 4, 2004). 46 Id. 47 Tyco Healthcare Group v. Ross, CIVIL ACTION NO. 3:11-cv-373, 2011 U.S. Dist. LEXIS 49867, 12-3 (D. Conn. May 10, 2011). 48 Id. at 13-4. 49 Innovative Financial Services, LLC v. Urban, No. CV040832322S, 2005 Conn. Super. LEXIS 775, at 9 (Conn. Super. Ct. Feb. 23, 2005). 50 Id. 51 Id. 52 Hood v. Aerotek, Inc., No. 3:98 CV 1524, 2002 U.S. Dist. LEXIS 3513, at 3 (D. Conn. Feb. 20, 2002). 53 United Rentals, Inc. v. Bastanzi, No. 3:05CV596, 2005 U.S. Dist. LEXIS 45268, at 20 (D. Conn. Dec. 22, 2005). 54 New Haven Tobacco Co. v. Perrelli, 11 Conn. App. 636, 641, 528 A.2d 865 (1987). 55 Scott v. General Iron & Welding Co., 171 Conn. 132, 137 (1976). 56 New Haven Tobacco Co. v. Perrelli, 18 Conn. App. 531, 534 (1989). 57 Braman Chemical Enterprises, Inc. v. Barnes, No. CV064020633S, 2006 Conn. Super. LEXIS 3753, at 27 (Conn. Super. Ct. Dec. 11, 2006). 58 Sagarino v. SCI State Funeral Services, Inc., No. CV 000499737, 2000 Conn. Super. LEXIS 1384, at 15-7 (Conn. Super. Ct. May 22, 2000). 59 Id. 60 Weseley Software Dev. Corp. v. Burdette, 977 F. Supp. 137, 147 (D. Conn. 1996). 61 Van Dyck Printing Co. v. DiNicola, 43 Conn. Supp. 191, 197, 648 A.2d 989 (1993). 62 Kx Indus., L.P. v. Saaski, No. CV 960386806S, 1997 Conn. Super. LEXIS 2444, at 22 (Conn. Super. Ct. Aug. 29,1997). 63 Scott v. General Iron & Welding, 171 Conn. 132, 138 368 A.2d 111 (1976). 64 Mattis v. Lally, 138 Conn. 51, 56 (1951). 36 65 Connecticut Stone Supplies, Inc. v. Fresa, No. CV020470204S, 2002 Conn. Super. LEXIS 4141, at 5 (Conn. Super. Ct. Dec. 20, 2002). 66 Id. 67 Braman Chem. Enters. v. Barnes, No. CV064020633S, 2006 Conn. Super. LEXIS 3753, at 15 (Conn. Super. Ct. Dec. 11, 2006). 68 Conn. Gen. Stat. Ann. §35-26. 69 Braman Chem. Enters. v. Barnes, No. CV064020633S, 2006 Conn. Super. LEXIS 3753, at 16 (Conn. Super. Ct. Dec. 11, 2006). 70 Sabatasso v. Bruno, No. CV 030284486S, 2004 Conn. Super. LEXIS 899, at 12-3 (Conn. Super. Ct. Apr. 8, 2004). 71 Express Courier System, Inc. v. Brown, No. CV064023011S, 2006 Conn. Super. LEXIS 3784 (Conn. Super. Ct. Dec. 18, 2006). 72 Id. at 5. 73 http://2010.census.gov/2010census/data/apportionment-pop-text.php 74 Express Courier Systems, Inc. v. Brown, No. CV064023011S, 2006 Conn. Super. LEXIS 3784, at 10 (Conn. Super. Ct. Dec. 18, 2006). 75 United Rentals, Inc. v. Frey, CIV. NO. 3:10CV1628, 2011 U.S. Dist. LEXIS 16375, at 15-6 (D. Conn. Feb. 17, 2011). 76 Scott v. General Iron & Welding Co., 171 Conn. 132, 139, 368 A.2d 111 (1976). 77 Torrington Creamery, Inc. v. Davenport, 126 Conn. 515, 521, 12 A.2d 780 (1940). 78 Cook v. Johnson, 47 Conn. 175, 176 (1879). 79 Castonguay v. Plourde, 46 Conn. App. 251, 267, 699 A.2d (1997). 80 Braman Chemical Enterprises, Inc. v. Barnes, No. CV064020633S, 2006 Conn. Super. LEXIS 3753, at 19 (Conn. Super. Ct. Dec. 11, 2006). 81 Scott v. General Iron & Welding Co., 171 Conn. 132, 137, 368 A.2d 111 (1976). 82 Consolidated Brands, Inc. v. Mondi, 638 F. Supp. 152, 156 (E.D.N.Y. 1986); See also, Elida, Inc. v. Harmor Realty Corp., 117 Conn. 218, 225 (1979). 83 Domurat v. Mazzaccoli, 138 Conn. 327, 330, 84 A.2d 271 (1951); Hayes v. Parklane Hosiery Co., 24 Conn. Supp. 218, 220 (1963). 84 New Haven Tobacco Co. v. Perrelli, 11 Conn. App. 636, 639, 528 A.2d 865 (1987). 85 Id. 37 86 Id. at 641. 87 Deming v. Nationwide Mutual Insurance Co., 279 Conn. 745, 761, 905 A.2d 623 (2006). 88 Ranciato v. Nolan, No. CV970401729S, 2002 Conn. Super. LEXIS 489, at 12-3 (Conn. Super. Ct. Feb. 7, 2002). 89 PCRE v. Unger, No. HHDCV106008981S, 2010 Conn. Super. LEXIS 1129, 3-4 (Conn. Super. Ct. Apr. 30, 2010). 90 Id. at 4-5. 91 New Haven Tobacco Co. v. Perrelli, 18 Conn. App. 531, 534-5, 559 A.2d 715 (1989). 92 Webster Financial Corp. v. MacDonald, No. CV084016026S, 2009 Conn. Super. LEXIS 169, at 12 (Conn. Super. Ct. Jan. 27, 2009). 93 Hoffnagle v. Henderson, No. CV020813972S, 2002 Conn. Super. LEXIS 901, at 17 (Conn. Super. Ct. Mar. 21, 2002). 94 Id. 95 Allen Mfg. Co. v. Loika, 145 Conn. 509, 514, 144 A.2d 306 (1958). 96 Town & Country House & Homes Service, Inc. v. Evans, 150 Conn. 314, 319, 189 A.2d 390 (1963). 97 FMC Corp. v. Taiwan Tainan Giant Indus. Co., 730 F.2d 61, 63 (2d Cir. 1984). 98 Town & Country House & Home Service, Inc. v. Evans, 150 Conn. 314, 319, 189 A.2d 390 (1963). 99 Restatement of Torts, §757, cmt. b. 100 Id. 101 Id. 102 Conn. Gen. Stat. Ann. §35-51(a). 103 Conn. Gen. Stat. Ann. §35-56. 104 Id. 105 Elm City Cheese Company, Inc. v. Federico, 251 Conn. 59, 69 (1999); Booth Waltz Enterprises v. Kimlingen, No. CV040072045S, 2004 Conn. Super. LEXIS 2682, at 8 (Conn. Super. Ct. Sept. 14, 2004). 106 Restatement (Third) of Unfair Competition §42, cmt. f. 107 TyMetrix, Inc. v. Szymonik, No. CV064019412S, 2006 Conn. Super. LEXIS 3865 (Conn. Super. Ct. Dec. 28, 2006). 38 108 Id. at 6. 109 Id. at 7. 110 Newinno, Inc. v. Peregrim Development, Inc., No. CV020390074S, 2003 Conn. Super. LEXIS 1160, at 10 (Conn. Super. Ct. June 3, 2003). 111 Id. at 7, 8-9.