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The Texas Business Court continues to shape the landscape of commercial litigation in Texas, and a recent decision may offer guidance for navigating post-employment restrictive covenants. In Galderma Laboratories, L.P. v. Erick Brenner, Judge Brian Stagner of the Eighth Division (Fort Worth) granted in part a temporary injunction to enforce a noncompete agreement against a former senior executive who accepted a CEO position with an alleged direct competitor.
Background and Key Facts
Brenner served as GM of Galderma's Injectable Aesthetics Division and later as ad interim head of the United States. In June 2024, he signed a protective covenants agreement (PCA) containing noncompete, customer nonsolicitation, worker nonsolicitation, and confidentiality provisions, each lasting 12 months after termination. His employment with Galderma ended on November 19, 2025, and his subsequent separation agreement preserved those obligations. In January 2026, Brenner accepted the CEO position at an alleged competitor. Galderma filed suit and sought emergency injunctive relief.
The Court's Analysis
Probable Right to Recovery
The court found that Galderma demonstrated a probable right to recovery on its breach of contract claim as to the noncompete provision. The court noted that the PCA was likely enforceable under Section 15.50 of the Texas Business and Commerce Code as a covenant ancillary to an otherwise-enforceable agreement, with reasonable limitations on time, geography, and scope of activity. According to the court, Brenner's choice to accept the CEO role at the alleged competitor in the same product segment fell squarely within the prohibited conduct.
The court declined to extend injunctive relief to the nonsolicitation or confidentiality provisions. The court determined that Galderma presented no evidence that Brenner solicited any covered customers or employees. While forensic evidence showed Brenner accessed company files before his departure, the data was deemed inconclusive as to whether he transferred any files. The court declined to "infer misappropriation solely from Brenner's subsequent employment with a competitor," noting that "[t]his sort of supposition is how reputations are ruined in an industry," and reaffirmed that "mere suspicion or apprehension of a possible breach is insufficient" to support injunctive relief.
Irreparable Harm
The court found irreparable harm was established, noting that Brenner's role as CEO of a direct competitor presented a substantial, ongoing risk that Galderma's competitively sensitive information could influence strategic decision-making — consciously or unconsciously. The court observed that, at the executive level, competitive decision-making is continuous and enterprise-wide, and that confidential information, once used to inform strategy, cannot be "unlearned."
Reforming the Covenant
Applying Section 15.51(c) of the Texas Business and Commerce Code, the court reformed two overbroad non-compete provisions rather than invalidating the covenant:
- Activity Scope: The court removed language prohibiting "owning, operating, or managing a business that is a Competitor," finding this may bar employment in any capacity, which Texas law does not permit. The restriction was narrowed to roles the same as, or substantially similar to, those Brenner performed during the look-back period.
- Geographic Scope: The court recognized that broader geographic restrictions may be justified for senior executives whose "knowledge and influence extend beyond a single office location or customer base." Nevertheless, it limited the injunction to the United States.
Practical Takeaways
In light of the court's analysis, parties may wish to consider the following:
- Evidence is essential. Courts require more than suspicion to enjoin conduct under confidentiality or nonsolicitation provisions. Forensic evidence should be conclusive or strongly suggestive of a violation.
- Draft with precision. Catch-all provisions and overly broad definitions may invite judicial reformation and may limit available relief. Narrow restrictions in post-employment restrictive agreements to the employee's actual role and responsibilities. Senior executives with national responsibilities may support broader restrictions.
- Reaffirm obligations at separation. Brenner reaffirmed his PCA obligations in his separation agreement in exchange for severance benefits, which reinforced enforceability.
- Understand the reformation remedy. Under Section 15.51(c), Texas courts are required to reform — not void — an overbroad covenant. Employers should not assume an overbroad provision will simply be struck.
Conclusion
Galderma v. Brenner demonstrates that the Texas Business Court may enforce reasonable noncompete agreements — particularly against senior executives whose strategic knowledge poses meaningful competitive risks — but the decision is equally notable for what the court declined to do. Without sufficient evidence, the court refused to enjoin conduct under the nonsolicitation and confidentiality provisions, and it reformed rather than invalidated the overbroad portions of the noncompete.
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