northfield savings v bell

7ermont 	Superior 	Court
Filed 	10/09/26
Chittenden Unit
VERMONT 	SUPERIOR 	COURT
Chittenden 	Unit
175 	Main 	Street
Burlington 	VT 	05402
802-863-3467
www.vermontjudiciary.org
CIVIL 	DIVISION
Case 	No. 	26-CV-04158
i
an
Northfield 	Savings 	Bank,
Plaintiff
FINDINGS, 	CONCLUSIONS, 	AND
ORDER
Chad 	Bell 	and 	Clay 	Bell,
Defendants
RULING 	ON 	PLAINTIFF'S 	MOTION 	FOR 	PRELIMINARY 	INJUNCTION
This 	action 	involves 	the 	enforcement 	of non-competition 	and 	non-solicitation 	restrictions
in 	Employment 	Agreements 	that 	Defendants 	Chad 	Bell 	and 	Clay 	Bell 	(together, 	"the 	Bells'')
signed 	while 	they 	were 	employed 	by 	Plaintiff 	Northfield 	Savings 	Bank, 	Inc. 	("NSB" 	or 	the
"Bank"). 	On 	July 	30, 	2026, 	the 	Court 	granted 	an 	ex 	parte 	Temporary 	Restraining 	Order 	against
the 	Bells. 	On 	September 	9, 	2026, 	the 	Court 	held 	an 	evidentiary 	hearing 	on 	Plaintiff's
preliminary 	injunction 	motion 	and 	heard 	testimony 	from 	witnesses 	and 	admitted 	several 	exhibits.
NSB 	is 	represented 	by 	F. 	David 	Harlow, 	Esq. 	and 	the 	Bells 	are 	represented 	by 	Evan 	Barquist,
Esq. 	The 	parties 	submitted 	post-hearing 	briefing, 	and 	the 	Court 	took 	the 	matter 	under
advisement 	on 	September 	24, 	2026. 	For 	reasons 	discussed below, 	Plaintiff's 	motion 	for 	a
preliminary 	injunction 	is 	GRANTED.
Findings 	of Fact
Based 	on 	the 	credible evidence 	presented, 	the 	Court 	finds 	the 	following 	relevant 	facts 	to
be 	established 	by 	a 	preponderance 	of the 	evidence 	for 	purposes 	of deciding 	the 	instant 	motion.
Plaintiff Northfield 	Savings 	Bank 	is 	a 	mutual 	savings 	bank 	with 	its 	main 	office 	in
Northfield, 	Vermont. 	It 	provides 	banking 	and 	financial 	services 	to 	individuals 	and 	businesses
primarily 	in 	Vermont 	and 	surrounding 	areas. 	According 	to 	the 	credible 	testimony 	of NSB's
President 	and 	CEO, 	Joseph 	Bator, 	the 	Bank's 	primary 	customer 	base 	draws 	from 	in 	and 	around
Northfield 	and 	the 	surrounding 	communities. 	As 	part 	of its 	mission 	and 	business 	plan, 	the 	Bank
makes investments 	in 	those 	communities 	in 	order 	to 	develop 	and 	maintain 	customer
relationships. 	NSB 	offers 	investment 	services 	to 	its 	customers 	under 	the 	name 	Northfield
Investment 	Services 	("NIS") 	as 	a 	way 	of preserving 	its 	customer 	relationships 	and 	meeting 	its
clients' 	needs, 	even 	though 	the 	division 	itself is 	sometimes 	viewed 	as 	operating 	at 	a 	loss. 	Bator
explained 	that 	it 	is 	worthwhile 	for 	the 	Bank 	to 	provide 	this 	service 	to 	customers 	as 	part 	of the
larger 	picture, 	such 	that 	the 	Bank 	is 	profitable 	as 	raa 	whole. 	Once 	a 	customer 	leaves 	a 	bank 	and
starts 	receiving 	services 	elsewhere, 	it 	is 	very 	difficult 	to 	get 	the 	customer 	back.

2
Chad Bell (“Chad”) has worked in investment management services for over twenty-five
years. He began working for NSB as an investment adviser with NIS in the fall of 2004. His
brother, Clay Bell (“Clay”), joined the Bank in 2011 and Clay worked along with Chad as an
investment adviser with NIS.1 When Clay joined, the assets under management at NSB were
between $5 and $50 million dollars, and when Clay joined the Bank, he brought with him
approximately $50 million dollars in assets. When Chad and Clay resigned in June 2026, the
Bank had around 2,000 investment clients, and the Bells were managing approximately $670
million dollars in assets. In addition to generating business through their own efforts and
connections, the Bells received client referrals from the Bank.
On February 21, 2021, in exchange for their continued employment with NSB, Chad and
Clay each signed an identical Employment Agreement, which included a Confidentiality and
Non-Competition Agreement. Exs. A, B. Prior to signing the Agreement, Chad read through it
briefly, but did not seek legal advice or discuss the terms with NSB management. The
Confidentiality and Non-Competition Agreement includes the following provisions:
3. 	Restrictive Covenants.
(a) 	I agree to the following definitions:
(i) “Business” means the provision of investment advice to individuals.
(ii) “Restricted Period” means the period of time that commences with
my employment for NSB and continues for a period of six months
following the termination of my employment with NSB, for whatever
reason.
(iii) “Clients” means all of NSB’s existing investment clients on the date
my employment with NSB ends.
(iv) “Geographic Area” means within seventy-five miles of NSB’s main
office.
(b) 	During the Restricted Period, I agree to the following restrictions:
(i) Non-Compete. I will not, directly or indirectly, participate as an owner,
employee or consultant of any entity engaged in the Business within the
Geographic Area, unless I do so on behalf of NSB or unless I obtain the
prior written consent of NSB.
(ii) Non-Solicitation of Clients. I will not, directly or indirectly, solicit or
have, or attempt to have, any contacts with Clients for the purpose of
soliciting Business, unless I do so on behalf of NSB or unless I obtain the
prior written consent of NSB.
1 Because of the similarities in Defendants’ names, for ease of reference and to avoid
confusion, the Court adopts the parties’ approach and refers to the Defendants by their first
names.

3
In 2026, the Bells were seeking greater involvement in the decision-making process for
NIS and sought to explore buying the book of business from NSB. In early June 2026, the Bells
met with CEO Bator and other high-level executives to discuss this idea. However, the meeting
did not result in an agreement and the Bells resigned from NSB by email on June 26, 2026. Exs.
E, F. 	Chad had been contemplating providing financial services through a different firm since at
least November 2025, and formulated a list of questions and logistical issues to consider in the
event he and Clay left the Bank. Ex. G. Upon resigning from NSB, Chad and Clay formed the
investment services company Green Mountain Financial Services, LLC (“GMF”) and opened an
office in Charlestown, New Hampshire. That office is more than 75 miles from the Bank’s main
office in Northfield by highway, but less than 75 miles away by air or “as the crow flies.” After
the Complaint was filed in this action, the Bells closed the Charlestown office and relocated to an
office in Concord, New Hampshire. According to Chad, he commutes two days a week to the
New Hampshire office, although he is always trying to generate business and “works seven days
a week,” including speaking to customers on the phone. The Bells have not met with any
customers in their New Hampshire offices, and there is no signage for GMF on the building that
would alert walk-in customers. The Bells employ two assistants at GMF, who work from their
homes in Waterbury Center and Barre, interacting with customers electronically and by phone.
Following the Bells’ resignations, the Bank sent an email to their investment clients on
June 29, 2026 to let them know Chad and Clay had left the Bank. NSB knows that customers
can be concerned about the management of their funds when their contact at an investment firm
leaves, and it sought to reassure them and retain their business. NSB’s Executive Vice President
and Chief Banking Officer, Megan Cicio, reached out to many clients beginning on June 30. Ms.
Cicio stated that many of the clients were not surprised and were already aware the Bells had left
NSB. One customer told Cicio that the Bank “should have given the Bells” what they wanted,
which indicated to Cicio that the Bells had been communicating with the client. Another told
Cicio that Chad had been to visit him at his home in Richmond the day before and he was
moving his accounts with Chad.2 Cicio produced a report showing that between June 26 and
August 5, 2026, 170 of the Bank’s investment services clients transferred their accounts to GMF,
and 143 of those clients reside within 75 miles of the Bank’s main office in Northfield. Ex. J.
Under relevant financial regulations, clients’ funds cannot be moved to a different investment
firm without their consent.
2 Based on the weight of the persuasive authority, the Court concludes that it may consider
hearsay evidence in determining whether to grant a preliminary injunction. See, e.g., Mullins v.
City of New York, 626 F.3d 47, 52 (2d Cir. 2010) (concluding that, in light of “the summary
nature of the remedy” and the need for “courts to provide timely provisional relief,” as well as
the fact that “admissibility of hearsay . . . goes to weight, not preclusion, at the preliminary
injunction stage,” “hearsay evidence may be considered by a [trial] court in determining whether
to grant a preliminary injunction”). Thus, the Court considers the testimony of Ms. Cicio
regarding the statements of NSB clients she spoke with (to the extent such testimony properly
constitutes hearsay under Rule 801 of the Vermont Rules of Evidence), particularly given that
Ms. Cicio testified at the hearing and was subject to cross-examination. However, the Court did
not admit, and does not consider, the Declaration of Sandra Shepard (Ex. I), who did not appear
at the hearing to be questioned about what she was told by an NSB customer.

4
After the Bells resigned, Chad contacted approximately 30 clients whom he testified were
“friends and family” that he knows outside his role as their investment advisor to inform them of
his departure from NSB. In addition, Chad was contacted by about 40 of the Bank’s clients after
they received the Bank’s email, and many of them have moved their accounts over to GMF. To
do this, the Bells gathered the necessary information from the clients and then sent them a
request for an electronic signature to open the new accounts. For example, Defendants presented
the testimony of one of their clients, SH, with whom they have a good relationship and who has
been an NSB customer for 15 years. After receiving the Bank’s email, SH contacted Chad and
they began communicating about transferring his accounts to GMF. On July 12, Chad reached
out to SH, and then SH emailed Chad the documentation for his investments at NSB. Next,
Chad sent SH forms to move his investments electronically using “Docusign.” SH understood
that the Bells were operating remotely until they opened an office, which he believed, based on a
conversation, would be in Barre, Vermont. SH never met with Chad at the New Hampshire
office. Chad confirmed that on June 28, 2026, he met personally with another NSB client, whom
he knows well outside of work and likes to meet in person, in Richmond. That client has also
transferred his accounts to GMF. Chad testified that he understood the non-compete clause to
preclude him from providing investment advice to anyone if he was located within 75 miles of
the Bank’s main branch in Northfield. He did not think he was precluded from providing
investment advice to individuals residing within that geographic area if they were not Clients, as
that term is defined in the Agreement. Currently, if Chad is contacted by an NSB client, he tells
them that he is temporarily unable to assist them.
On July 30, 2026, NSB filed its Verified Complaint against the Bells asserting a claim for
breach of contract. NSB seeks a preliminary injunction to prevent the Bells from acting in
violation of the non-solicitation clause and from providing investment advice to individuals
located within 75 miles of Northfield who have not already transferred their accounts to GMF for
the remainder of the six-month period.
Discussion
“A preliminary injunction is an extraordinary remedy never awarded as of right.” Taylor
v. Town of Cabot, 2017 VT 92, ¶ 19, 205 Vt. 586 (quoting Winter v. Nat. Res. Def. Council, Inc.,
555 U.S. 7, 24 (2008)). In considering the request under Rule 65 of the Vermont Rules of Civil
Procedure, “the court must balance the competing claims of injury and must consider the effect
on each party of the granting or withholding of the requested relief.” Id. ¶ 19 (quotation
omitted). The moving party has the burden of establishing the relevant factors, which include
“(1) the threat of irreparable harm to the movant; (2) the potential harm to the other parties; (3)
the likelihood of success on the merits; and (4) the public interest.” Id. (citing In re J.G., 160 Vt.
250, 255 n.2, 627 A.2d 362, 365 n.2. (1993)). The balancing test articulated by the Vermont
Supreme Court is designed to be “sufficiently flexible to allow for a preliminary injunction in
cases in which the court cannot definitively conclude that the movant is likely to prevail on the
merits, but the balance of other factors tips strongly in favor of an injunction.” In re J.G., 160
Vt. at 255 n.3. The Court considers each of the factors below.

5
I. 	Likelihood of Success.
A party seeking a preliminary injunction is “not required to prove his case in full,” and
the court’s findings of fact and conclusions of law “are not binding at trial on the merits.” Univ.
of Texas v. Camenisch, 451 U.S. 390, 395 (1981) (citations omitted); see also Gardner v. Jefferys,
2005 VT 56, ¶ 14, 178 Vt. 594 (trial court’s interpretation of restrictive covenant following
limited hearing on motion for temporary injunction does not bind court’s later interpretation
when record is fully developed).
“The modern approach to reviewing restrictive covenants is one of reasonableness.
Courts seek to balance the employer’s interest in protecting its business and investments, the
employee’s interest in pursuing a desired occupation, and the public’s interest in the free flow of
commerce.” Summits 7, Inc. v. Kelly, 2005 VT 97, ¶ 7, 178 Vt. 396. Under Vermont law, “a
restrictive covenant ‘is unreasonably in restraint of trade if (a) the restraint is greater than is
needed to protect the promisee’s legitimate interest, or (b) the promisee’s need is outweighed by
the hardship to the promisor and the likely injury to the public.’” Systems & Software, Inc. v.
Barnes, 2005 VT 95, ¶ 4, 178 Vt. 389 (quoting Restatement (Second) of Contracts § 188(1)
(1981)). Courts “proceed with caution” when a party seeks to enforce a restrictive covenant
“because such restraints run counter to public policy favoring the right of individuals to engage
in the commercial activity of their choice.” Id. (citing Roy’s Orthopedic, Inc. v. Lavigne, 142 Vt.
347, 350, 454 A.2d 1242, 1244 (1982)). Agreements containing restrictive covenants are
nonetheless enforced “unless the agreement is found to be contrary to public policy, unnecessary
for protection of the employer, or unnecessarily restrictive of the rights of the employee, with
due regard being given to the subject matter of the contract and the circumstances and conditions
under which it is to be performed.” Id. (quoting Vt. Elec. Supply Co. v. Andrus, 132 Vt. 195,
198, 315 A.2d 456, 458 (1974)). “[N]oncompetition agreements may protect legitimate
employer interests such as customer relationships and employee-specific goodwill.” Barnes,
2005 VT 95, ¶ 5 (citing Restatement (Third) of Employment Law § 6.05 cmt. b). The employer
bears the burden of proving “the reasonable necessity of the restrictive covenant.” Summits 7,
2005 VT 97, ¶ 14 (quotation omitted). “[C]ontinued employment alone is sufficient
consideration to support a [restrictive covenant] entered into during an at-will employment
relationship.” Id. ¶ 18.
The Bells do not argue that six months is an unreasonable length of time for the
Restrictive Covenants to be in effect, and Vermont courts have found restrictions of five years to
be reasonable. Andrus, 132 Vt. at 199, 315 A.2d at 458. Further, the Bells do not contend that
the Restrictive Covenants’ geographic range of 75 miles is unreasonable, and courts in other
jurisdictions have approved the same or greater restrictions. See, e.g., A.H. Harris & Sons, Inc.,
v. Naso, 94 F. Supp. 3d 280, 296 (D. Conn. 2015) (enforcing restrictive covenant for two-year
period covering 100-mile radius from employer’s business where employer serviced customers
within 100 miles of its office); Marine Contractors Co. v. Hurley, 310 N.E.2d 915, 918, 921
(Mass. 1974) (enforcing agreement precluding employee from competing with employer for
five-year period within 100 miles of employer’s business where facts showed employer engaged
in marine repair work up to 100 miles away); Griggs & Browne Co. v. Healy, 453 A.2d 761, 762
(R.I. 1982) (affirming trial court’s preliminary injunction enforcing restriction that employee
may not compete with employer within 75-mile radius of employer’s office for three years).

6
Rather, the only dispute between the parties seems to be the interpretation of both the
Non-Compete and the Non-Solicitation of Clients sections of the Restrictive Covenants.
“Whether a set of facts constitutes a breach of contract is a question of law. The cardinal rule in
construing contracts is the intent of the parties.” Beldock v. VWSD, LLC, 2023 VT 35, ¶ 27, 218
Vt. 144 (quotations omitted). “To determine the meaning of a specific provision of a contract,”
courts “consider the whole instrument and construe it in harmony if possible.” Id. (quotation
omitted). “When the language of the contract is clear on its face, [the court] will assume that the
intent of the parties is embedded in its terms.” Dep’t of Corr. v. Matrix Health Sys., P.C., 2008
VT 32, ¶ 12, 183 Vt. 348 (quotation omitted). An ambiguity exists when “a writing in and of
itself supports a different interpretation from that which appears when it is read in light of the
surrounding circumstances, and both interpretations are reasonable.” Isbrandtsen v. N. Branch
Corp., 150 Vt. 575, 579, 556 A.2d 81, 84 (1988). However, the mere fact “that a dispute has
arisen over the proper interpretation of a contract does not automatically render the language
ambiguous.” Towns v. Vt. Mut. Ins. Co., 169 Vt. 545, 726 A.2d 65, 67 (1999) (mem.). As our
Supreme Court has explained, “if the court concludes the writing is unambiguous, it must declare
the interpretation as a matter of law; if it reaches the opposite conclusion, interpretation of the
ambiguous contract becomes a question of fact.” Sutton v. Purzycki, 2022 VT 56, ¶ 38, 217 Vt.
326 (quotation omitted). The Court will analyze the Non-Compete and the Non-Solicitation of
Clients sections of the Restrictive Covenants in turn.
A. 	Non-Compete Section
The Non-Compete restriction provides, in relevant part, that the Bells will not
participate in “any entity engaged in the Business within the Geographic Area” without “the prior
written consent of NSB.” Ex. A, at 5, § 3(b)(i). After inserting the definitions of “Business” and
“Geographic Area,” the full provision requires that the Bells will not participate in “any entity
engaged in the provision of investment advice to individuals within seventy-five miles of
NSB’s main office.” See id. § 3(a)(i), (iv). This is the key language the Court must interpret.
The Bank argues the provision precludes the Bells from providing investment advice to
individuals who reside within 75 miles of the Bank’s main office, regardless of where the Bells
are when they provide this advice. The Bells, on the other hand, contend the provision is
ambiguous, but is more properly interpreted to refer to the location of the entity’s office and to
their location when they communicate with the individuals. Thus, the Bells believe they
(through GMF) are permitted to provide investment advice to individuals who are within 75
miles of Northfield, so long as they and GMF’s office are situated outside the 75-mile radius of
the Bank when the advice is provided.
For purposes of deciding the instant motion, the Court concludes that the Non-Compete
restriction is unambiguous, and at least operates to preclude the Bells from providing investment
advice to clients who are located within 75 miles of the Bank’s main office. The evidence
established that NSB’s primary customer base is located in and around Northfield and the
surrounding communities. This is where the Bank focuses its marketing efforts and seeks to
generate business and develop customer relationships. NSB offers investment services to its
customers as a way of strengthening these relationships, so clients do not have to do business
with other institutions to meet their full financial needs. NSB has a legitimate interest in
protecting its customer catchment area where it primarily conducts business. See A.H. Harris &

7
Sons, 94 F. Supp. 3d at 293 (noting that non-compete provisions typically “restrict an employee
from engaging in the same business as the employer in a given geographical area and prohibit the
employee from doing business with all consumers of the service located in that area” (quotation
omitted)); Andrus, 132 Vt. at 197, 315 A.2d at 457 (upholding non-competition agreement that
covered Rutland County, where the employer primarily conducted business, despite the fact that
the employee “was a native of Rutland County, and, through his work, developed a close
personal relationship with many” clients in the area).
The Court is unpersuaded by the Bells’ argument that the physical location of the office
determines where a firm is doing business, or where the investment advice is provided. This
assertion is belied by the testimony that investment advice is often provided by the advisor
remotely and does not require face-to-face meetings in an office. Indeed, the Bells never met
with a client in their New Hampshire offices. There is no signage on the building or advertising
to bring in customers. GMF’s support staff field phone calls and serve its customers from their
homes in Vermont.
Thus, the Court’s construction is consistent with the purpose of the Non-Compete
restriction to protect the area within a 75-mile radius of the Bank’s main office, where its primary
source of customers is located. See Sutton, 2022 VT 56, ¶ 40 (explaining that, in interpreting a
contract, the court “may look to the overall purpose of the [contract] as expressed in its language
for guidance”). Courts in other jurisdictions have similarly adopted this reasonable construction.
As the Massachusetts federal district court has held, “[a]greements restricting an employee from
working in areas in which his former employer operates are generally considered to be
reasonable.” Lombard Med. Techs., Inc. v. Johannessen, 729 F. Supp. 2d 432, 439 (D. Mass.
2010) (citations omitted); see also A.H. Harris & Sons, 94 F. Supp. 3d at 296 (employer was
“entitled to protect itself from unfair competition in areas where [employee] was actually
conducting business for it,” including 100-mile radius from office “location where it had a
warehouse from which it was able to service customers within 100 miles with its trucks”);
Marcam Corp. v. Orchard, 885 F. Supp. 294, 299 (D. Mass. 1995) (nationwide geographic
restriction was reasonable because it restricted “former employee from doing business in an area
in which the company itself conducts business”); Spann v. Lovett & Co., 389 S.W.3d 77, 84 (Ark.
Ct. App. 2012) (holding that non-compete covenant restricting seller of business “from carrying
on an accounting business in the geographical area covering a fifty mile radius from” business’s
main office was not ambiguous and prevented seller “from serving clients located within” the
geographic area, rather than from merely “opening an office there”); O’Leary v. Telecom Res.
Serv., LLC, No. 10C-03-108-JOH, 2011 WL 379300, at *5 (Del. Super. Ct. Jan. 14, 2011) (“The
overarching intent of a non-compete covenant is to protect the geographical area where the
business owner conducts business, and to protect its economic interests against those who may
have gained an unfair competitive advantage against them as a former employee.” (citation
omitted)).
To their credit, the Bells do not dispute that they are now serving customers who are
located within 75miles of NSB’s main office. Thus, the Court finds NSB has established a
reasonable likelihood of success on their claim that the Bells are in violation of the Non-
Compete restriction.

8
B. 	Non-Solicitation of Clients Section
The Non-Solicitation restriction provides, in relevant part, that the Bells will not “directly
or indirectly, solicit or have, or attempt to have, any contacts with Clients for the purpose of
soliciting Business,” without NSB’s prior written consent. Ex. A, at 5, § 3(b)(i). As noted above,
“Clients” means “all of NSB’s existing investment clients” as of the date the Bells’ employment
with NSB ends and “Business” refers to “the provision of investment advice to individuals.” See
id. § 3(a)(i), (iii). The key dispute between the parties concerns the meaning of the term
“solicit.” 	The Bells argue they did not solicit any of the 170 clients who moved their accounts
from NSB to GMF, and that the Non-Solicitation clause does not prevent them from accepting
business from a client who contacts them first. The Bank argues that the provision prohibits the
Bells from having contacts with its clients for the purpose of soliciting their business, regardless
of who initiates the first communication, and that the undisputed evidence of the Bells’ visits and
communications with the Bank’s clients constitutes solicitation.
In interpreting a contract, courts apply “the plain meaning of the terms used.” Vt. Hum.
Rts. Comm’n v. State, Dep’t of Corr., 2015 VT 138, ¶ 52, 201 Vt. 62. According to Black’s Law
Dictionary, “solicitation” means “[t]he act or an instance of requesting or seeking to obtain
something; a request or petition.” Black’s Law Dictionary, Solicitation (12th ed. 2024); see also
“Solicit,” Merriam-Webster.com Dictionary, Merriam-Webster, https://www.merriam-
webster.com/ dictionary /solicit (“solicit” means “to approach (someone) with a request or plea;
to make petition to; entreat; to try to obtain (something) by usually urgent requests or pleas”).
Given the breadth of the various definitions, determining whether solicitation has occurred
“requires a fact-specific inquiry into the wrongful conduct claimed.” Wells Fargo Ins. Servs.
USA, Inc. v. McQuate, 276 F. Supp. 3d 1089, 1111 (D. Colo. 2016). However, it seems clear that
“the restricted party needs to take affirmative action that entreats, implores, pleads, or petitions
for the business at issue.” Insure Idaho, LLC v. Horn, 572 P.3d 183, 196 (Idaho 2025) (noting
that “the difference between accepting and receiving business, on the one hand, and indirectly
soliciting on the other, may be more metaphysical than real” (quotation omitted)).
As an initial matter, the Court rejects the Bells’ argument that solicitation cannot be found
where the client contacted them first. As the First Circuit Court of Appeals has concluded, “the
better view holds that the identity of the party making initial contact is just one factor among
many that the trial court should consider in drawing the line between solicitation and acceptance
in a given case.” Corp. Techs., Inc. v. Harnett, 731 F.3d 6, 12 (1st Cir. 2013) (declining “to
assign talismanic importance to initial contact”); see also Legal Tech. Grp., Inc. v. Mukerji, No.
CV 17-631 (RBW), 2019 WL 9143477, at *10 (D.D.C. June 10, 2019) (holding that “the plain
meaning of ‘solicit’ does not necessarily require the soliciting party to initiate contact”); Meyer-
Chatfield v. Century Bus. Servicing, Inc., 732 F. Supp. 2d 514, 522 (E.D. Pa. 2010) (“Under the
definition in Black’s Law Dictionary, solicitation is not confined only to the verbal act of asking
or requesting something, or to the act of formally first approaching a potential employee.
Actions to ‘awake or incite to action,’ or ‘conduct intended to and calculated to incite’ the desired
act are also acts of solicitation.”). The Court agrees that “[a]ccording decretory significance to
who makes the first contact would undermine” the employer’s “bargained-for protection of its
accrued good will” because “that factor, standing alone, will rarely tell the whole tale. And
because initial contact can easily be manipulated – say, by a targeted announcement that piques

9
customers’ curiosity – a per se rule would deprive the employer of its bargained-for protection.”
Corp. Techs., Inc., 731 F.3d at 11.
The Non-Solicitation Section prevents the Bells from soliciting NSB’s clients or having
(or attempting to have) contacts with such clients for the purpose of soliciting their business.
The contract prohibits any such activity that is carried out directly or indirectly. Chad Bell
testified that he called about 30 NSB clients whom he knew personally to tell them that he had
left NSB, and that approximately 40 clients contacted him. He also visited some clients in
person. The Bells also acknowledged that they informed those 30 clients about their new firm.
Defs.’ Opp. to Mot. for Prelim. Inj. (filed Aug. 27, 2026) at 3. Chad denied soliciting any of
NSB’s clients in any of those conversations. However, Chad’s denials are not dispositive of the
issue. Courts have held that such selective communications are not merely general
announcements, but may constitute solicitation. A case decided by the federal court for the
District of Columbia involving investment services is instructive. In Merrill Lynch, Pierce,
Fenner & Smith, Inc. v. Schultz, No. 01-0402, 2001 WL 1681973 (D.D.C. Feb. 26, 2001),
defendant was subject to a non-solicitation provision stating he would “not solicit” Merrill
Lynch’s clients who defendant served or whose names became known to him during his
employment. Id. at *2. Defendant conceded that he called his former customers but insisted that
he “merely ‘announced’ his resignation and ‘did not solicit any customer to move his or her
account’” to his new firm, Dean Witter. Id. The court rejected “the subtle distinction the
defendant attempt[ed] to draw,” and granted a preliminary injunction, finding Merrill Lynch had
demonstrated a likelihood of success on the merits that “defendant is violating the nonsolicitation
clause.” Id. The court reasoned:
Even if the defendant merely calls his clients and states that he has resigned from
Merrill Lynch and now works for Dean Witter, the Court finds that his initiation
of targeted contact through the use of client information gained through his
employment with Merrill Lynch constitutes prohibited solicitation. Despite the
‘announcement’ label the defendant places on it, such initiated, targeted contact is
tantamount to solicitation because there is no reason to believe that a customer
on the receiving end of such a phone call does not assume that the broker wishes
for him to transfer his account.
Id. at *3 (emphasis added); see also UBS Fin. Servs. Inc. v. Fiore, No. 17-CV-993 (VAB), 2017
WL 3167321, at *14 (D. Conn. July 24, 2017) (preliminary injunction issued where blast email
that was targeted at clients of former employer who defendants “clearly hoped to attract” to their
new firm “rose to the level of solicitation”); Marsh USA Inc. v. Schuhriemen, 183 F. Supp. 3d
529, 536 (S.D.N.Y. 2016), amended, No. 16CIV. 2998, 2016 WL 2731588 (S.D.N.Y. May 3,
2016) (granting preliminary injunction based on improper solicitation, dismissing employee’s
“alternative explanations” and finding that his “notice announcing his [new] employment . . .
was not a general announcement, but was communicated” to all his “contacts,” which were his
employer’s clients); Compass Bank v. Hartley, 430 F. Supp. 2d 973, 981 (D. Ariz. 2006)

10
(holding that defendant’s “letter constitutes a solicitation not only because it was a targeted
mailing, but because it contained contact information initiating customers to call/e-mail/write”
defendant).3
Likewise here, it defies credulity that the Bells’ personal calls and visits to 30 targeted
clients, with whom they had particularly close relationships (even if they were “friends and
family”), to tell them about their departure from the Bank and new firm were not contacts for the
purpose of soliciting the clients’ business. This is particularly true where NSB sent an
announcement email to all NIS customers on the next business day after the Bells’ resignation to
provide the required information regarding the end of the Bells’ employment. Notably, by that
time, at least one customer had met in person with the Bells and told NSB he was moving
accounts.
Thus, based on the current record, the Court finds that NSB is reasonably likely to prevail
on its claim that the Bells breached the Non-Solicitation of Clients restriction. The Court notes
that, based on Plaintiff’s request, the injunction applies only to future conduct and maintains the
status quo. It does not seek to reverse the transfer of client accounts that has occurred or prevent
the Bells from providing services to those clients. The Court is mindful that other “courts have
routinely found that an individual does not suffer undue hardship where a restrictive covenant
merely prohibits him from soliciting his former employer’s clients for a reasonably defined
period of time.” Willis Re Inc. v. Herriott, 550 F. Supp. 3d 68, 104 (S.D.N.Y. 2021) (quotation
omitted). Thus, the preliminary injunction is appropriate to prevent further harm to NSB, which
weighs in favor of issuing it.
II. 	Irreparable Harm.
To establish irreparable harm, a plaintiff “must show that there is a continuing harm
which cannot be adequately redressed by final relief on the merits and for which money damages
cannot provide adequate compensation.” Kamerling v. Massanari, 295 F.3d 206, 214 (2d Cir.
2002) (quotation omitted). Further, a plaintiff must show that the harm is “actual and imminent,
not remote or speculative.” Id. When “it appears that the applicant has an adequate alternate
remedy in the form of money damages or other relief” the request for a preliminary injunction
3 The cases cited by the Bells are not to the contrary. For example, in Akron Pest Control v.
Radar Exterminating Co., 455 S.E.2d 601, 602-03 (Ga. Ct. App. 1995), on interlocutory appeal,
the Georgia Court of Appeals rejected plaintiff’s argument that the parties’ non-solicitation
clause required defendant to turn away business from plaintiff’s former customers that it “in no
way sought out,” finding that plaintiff had identified “no act by [defendant] that could possibly
be considered a solicitation” in “the broadest possible sense” of that term. As discussed below,
the Court finds otherwise in this case. Further, Hilb, Rogal & Hamilton Ins. Servs. v. Robb, 39
Cal. Rptr. 2d 887, 892 (Ct. App. 1995), was decided as a matter of equity, not contract
interpretation, under California’s unfair competition law and Uniform Trade Secrets Act. See id.
(“Equity will not enjoin a former employee from receiving business from the customers of his
former employer even though the circumstances be such that he should be prohibited from
soliciting such business.” (quoting Aetna Bldg. Maint. Co. v. West, 246 P.2d 11, 15 (Cal. 1952))).
Therefore, it is not controlling and is less persuasive than Merrill Lynch and other cases.

11
will ordinarily be denied. Taylor, 2017 VT 92, ¶ 40 (citing C. Wright & A. Miller, Fed. Prac. &
Proc. § 2948.1 (3d ed. 2017)). In determining whether adequate monetary compensation exists,
the court must look at the specific harm in the case.
As our Supreme Court has long held, the “potential loss of a business satisfies the
irreparable harm requirement for the issuance of an injunction, and demonstrates the inadequacy
of a remedy at law.” Campbell Inns, Inc. v. Banholzer, Turnure & Co., 148 Vt. 1, 7, 527 A.2d
1142, 1146 (1987) (citing Roso-Lino Beverage Distributors, Inc. v. Coca-Cola Bottling Co., 749
F.2d 124, 125-26 (2d Cir. 1984)). Additionally, irreparable harm is typically found to be
established in situations involving a business’s loss of clients, their referrals, and harm to a
business’s reputation. “Irreparable injury may be shown through . . . [the] loss of revenues from
. . . clients, and loss of referral business usually garnered from clients. Loss of goodwill
associated with a business, which is difficult to quantify, can constitute irreparable injury, even if
monetary damages, as well as injunctive relief, are requested.” Battenkill Veterinary Equine P.C.
v. Cangelosi, 768 N.Y.S.2d 504, 507 (App. Div. 2003) (citations omitted); see also Destiny USA
Holdings, LLC v. Citigroup Glob. Markets Realty Corp., 889 N.Y.S.2d 793, 802 (App. Div.
2009) (“Harm to business reputation is harm for which money damages are insufficient and for
which injunctive relief may be appropriate.”).
Vermont courts have found irreparable harm where an employee developed close
relationships with an “employer’s customers or knowledge of an employer’s business” and could
“use those acquaintances or knowledge in a competing business.” Barnes, 2005 VT 95, ¶ 12
(citing Dyar Sales & Mach. Co. v. Bleiler, 106 Vt. 425, 175 A. 27 (1934)). “Because it is very
difficult to calculate monetary damages in the event of the loss of a client relationship ‘that
would produce an indeterminate amount of business in years to come,’ the violation of an
enforceable non-compete constitutes irreparable harm.” Veramark Techs., Inc. v. Bouk, 10 F.
Supp. 3d 395, 400 (W.D.N.Y. 2014) (quoting Ticor Title Ins. Co. v. Cohen, 173 F.3d 63, 69 (2d
Cir. 1999)); see also A.R.S. Servs., Inc. v. Morse, No. MICV201300910, 2013 WL 2152181, at
*10 (Mass. Super. Ct. Apr. 5, 2013) (“Good will is generated by repeat business with existing
customers, or by referrals to potential customers.” (quoting N. Am. Expositions Co. Ltd. P’ship v.
Corcoran, 898 N.E.2d 831, 846 (Mass. 2009)).
Here, NSB has established that it faces actual and imminent harm from the Bells’
violations of their non-competition and non-solicitation covenants that cannot be remedied by
money damages alone. The Bells’ operation of a competing business within the area where
NSB’s primary customer base is located and provision of services to the Bank’s clients poses a
threat to the Bank’s continued operations and efforts to build its investment services division. It
also has real potential to interfere with the Bank’s ability to maintain its current customer
relationships and cause financial loss that is very difficult to quantify. See, e.g., Intertek Testing
Servs., 443 F. Supp. 3d at 329 (“Generally, when a party violates a reasonable non-compete
clause, the resulting loss of client relationships and customer good will built up over the years
constitutes irreparable harm for purposes of imposing a preliminary injunction.” (quotation
omitted)); Andrus, 132 Vt. at 199 (holding that where an employee “voluntarily left his employer
for the very purpose of going into business competitively in the same special field,” the
“potential for harm to the [employer’s] business was certainly established, and “injunctive relief
is adequately supported”). Moreover, NSB has “been deprived of the time and opportunity to

12
transition clients from the [Bells] to other [Bank] employees without interference.” Mercer
Health & Benefits LLC v. DiGregorio, 307 F. Supp. 3d 326, 348 (S.D.N.Y. 2018) (“The purpose
behind the non-compete clauses is to allow the plaintiff a brief period to transfer the client
relationships maintained through the defendants to their replacements. That benefit is inexorably
lost by the failure to enforce the clauses immediately.” (quotation omitted)). Therefore, the
Court concludes that NSB has met the threshold for demonstrating irreparable harm if the
preliminary injunction is not granted.
III. 	Balancing of Harms.
As discussed above, the Court finds that in the absence of a preliminary injunction, the
Bank stands to lose more than the Bells. Defendants’ operation of a competing business within
NSB’s primary customer catchment area and provision of investment services to the Bank’s
clients during the six months following their departure threatens to destroy the customer
relationships the Bank has developed as a result of the Bells’ employment. Further, it would
deprive NSB of its opportunity to work on transitioning clients from the Bells to their
replacements without interference. Chad and Clay were the main employees providing
investment advice for NSB, and they had relationships with customers that the Bank expected to
grow and develop over time. Allowing the Bells to immediately take over these customers
would be unfair to the Bank and could cause lasting harm extending longer than the six-month
term of the Restrictive Covenants. See Barnes, 2005 VT 95, ¶ 6 (noting that “the loss of even a
single contract could deprive plaintiff of revenue for many years”). On the other hand, the Bells
have not presented any evidence that they are unable to work in the investment advising industry
if they are precluded from providing services to the limited pool of customers covered by the
Restrictive Covenants for just six months. Moreover, Chad and Clay are free to reestablish their
relationships with such clients at the expiration of the brief restrictive period. Thus, the Court
finds that, without the preliminary injunction, the Bank would suffer greater harm than the Bells.
IV. 	Public Interest.
Finally, the Court cannot find that this is a case where the public interest weighs against
enforcing the restrictive covenants. Vermont’s economic marketplace is strengthened where
businesses can rely on the enforceability of their contracts and know that employees who
willingly terminate their employment will not be permitted to leave and take the business’s
goodwill and existing or potential customers with them in violation of non-competition and/or
non-solicitation agreements. Moreover, the proposed injunction maintains the status quo, does
not disrupt existing customers who have transferred their accounts to GMF, and seeks to prevent
future harm to NSB for a relatively short remaining duration.
Order
For the foregoing reasons, Plaintiff’s Motion for a Preliminary Injunction (Mot. #1) is
GRANTED. Within 14 days, the parties shall submit a stipulated proposed Preliminary
Injunction Order, consistent with the Court’s decision, for the Court’s review and approval. The

13
injunction shall remain in effect through December 26, 2026. Plaintiff is not required to post any
bond under Rule 65(c) of the Vermont Rules of Civil Procedure.4
Electronically signed on October 9, 2026 at 3:41 PM pursuant to V.R.E.F. 9(d).
________________________________
Megan J. Shafritz
Superior Court Judge
4 In the Confidentiality and Non-Competition Agreements, the Bells agreed to waive the
posting of a bond if the Bank was forced to take legal action to enforce the agreements. See, e.g.,
Ex. A, at 5-6, § 4. The Court finds this constitutes good cause, see V.R.C.P. 65(c), and there has
been no suggestion that NSB is without means to satisfy any damages that could be awarded
under 12 V.S.A. § 4447. See, e.g., Doctor’s Assocs., Inc. v. Stuart, 85 F.3d 975, 985 (2d Cir.
1996) (holding trial court did not abuse its discretion in waiving bond requirement where
“Defendants have not shown that they will likely suffer harm absent the posting of a bond”).