Chris Hipps v. CBRE, Inc.

REVERSE and REMAND and Opinion Filed August 15, 2024

S In The
Court of Appeals
Fifth District of Texas at Dallas
No. 05-24-00056-CV

CHRIS HIPPS, Appellant
V.
CBRE, INC., Appellee

On Appeal from the 95th District Court
Dallas County, Texas
Trial Court Cause No. DC-23-20605

MEMORANDUM OPINION
Before Justices Smith, Miskel, and Breedlove
Opinion by Justice Breedlove
In this suit to enforce a noncompetition covenant, the trial court granted a

temporary injunction for plaintiff/appellee CBRE, Inc. In four issues,

defendant/appellant Chris Hipps contends the trial court abused its discretion by

granting the injunction because CBRE failed to show its entitlement to injunctive

relief, the injunction is overbroad and violates the Texas Covenants Not to Compete

Act, and the injunction order does not meet the requirements of rule 683, Texas

Rules of Civil Procedure. Concluding that the injunction is overbroad in its
geographical scope but is otherwise enforceable, we remand to the trial court for

further proceedings consistent with this opinion.

BACKGROUND

Hipps was employed as a “Senior Managing Director” for Dallas/Fort Worth

at CBRE when he resigned in December 2023 to accept a position as “Texas

Managing Principal” at CBRE’s competitor Cushman & Wakefield. At the time of

his resignation, two agreements were in force between Hipps and CBRE: (1) a 2021

“Employment Agreement–Manager” (EA) containing a one-year non-solicitation

period and a provision for protection of confidential information for two years after

termination of Hipps’s employment, and (2) a 2021 Restrictive Covenants

Agreement (RCA) containing a noncompetition clause:

1.4 Non-Competition. During your employment by any member of the
Company Group and, solely if, prior to December 31, 2025, you are
terminated by the relevant Company Group member with Cause or you
resign without Good Reason, during the Restricted Period, you will not
directly or indirectly, (a) become a principal, partner, member, investor,
joint venturer, officer, director, or shareholder of any Restricted
Business, or (b) manage, control, or operate any Restricted Business, or
(c) serve as an employee, consultant, contractor, advisor, representative
(or any other capacity) of, to or for a Restricted Business (except to the
extent you serve in any such capacity that is unrelated to the products
or services that are competitive with products or services provided by
the Company Group). . . . If your employment terminates at any point
after December 31, 2025, then this Section 1.4 will no longer apply.

The RCA further defines a “Restricted Business” as “any entity or person that

provides products or services that are competitive with products or services provided

by the Company Group within 24 months prior to your Termination Date.” The RCA

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broadly defines the “Company Group” as CBRE Group, Inc. and each of its

subsidiaries and affiliates. The “Restricted Period,” applicable to both the

noncompete and non-solicitation obligations, is the period of twelve months

following Hipps’s termination.

Similarly, the EA prohibits solicitation of “CBRE’s clients whom [Hipps]

solicited or with whom [he] dealt or became acquainted while [he] was employed

with CBRE” and solicitation of CBRE’s salespeople or employees for one year

following termination of Hipps’s employment with CBRE.

The RCA includes a recital of the consideration CBRE promised to provide.

In addition to access to “new and additional” training, clients, and client information,

CBRE promised to pay Hipps a $1 million “Retention Incentive.” Hipps received

the Retention Incentive but denies that there was any change to the training and

information he had always received while employed at CBRE.

Shortly after Hipps’s resignation, CBRE filed this suit for breach of contract

and sought injunctive relief. The trial court granted CBRE a temporary restraining

order, then held a hearing on CBRE’s request for temporary injunctive relief. The

trial court heard testimony from Hipps and from Brooke E. Armstrong, CBRE’s

President.

At the hearing, CBRE offered evidence that on December 11, 2023—Hipps’s

first day at Cushman—Hipps was already working to refer “a potential property

management opportunity in Southern California” with Dallas-based Granite

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Properties to Cushman’s California office. CBRE also offered evidence that Hipps

had corresponded with Greg Fuller, Granite’s President and Chief Operating Officer,

the previous week about the same opportunity, referring Fuller to Mike Mrozek,

CBRE’s “Property Management COO.” CBRE also offered evidence that Hipps

exchanged text messages with Fuller earlier on December 11, informing Fuller that

“I should have you connected with the appropriate Cushman PM person by day’s

end.”

Hipps testified, however, that Fuller had already planned to contact both

CBRE and Cushman about the opportunity, and Hipps was “merely connecting Mr.

Fuller with the right person” in Cushman to do so, as “a courtesy” based on his

“long-standing” friendship with Fuller. Fuller initiated the text message exchange

on December 9, and Hipps explained that “[t]here were no other motives in me trying

to help Mr. Fuller find the right person at a company he had already planned to reach

out to and in fact had already gotten the name for.” He also testified that his contacts

with Granite pre-dated his employment with CBRE, and that Granite “did not do

property management and leasing business” with CBRE, “[b]ecause Granite self-

manages and self-performs leasing.” Armstrong, however, testified that “CBRE has

had business relations with Granite as long as they’ve been in business,” although

she provided no more specific information.

Hipps also testified that he had “responded to clients of CBRE reaching out

to me” after the press release announcing his move to Cushman, and had spoken

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with “about 45 or 50 CBRE employees” during the same time period. He denied

having “affirmatively reach[ed] out to any of those individuals,” however, or doing

“anything to solicit business from any of those individuals,” and did not encourage

any employees either to leave CBRE or to join Cushman. He admitted that Cushman

offered him inducements including repayment of the $1 million Retention Incentive,

payment of his legal fees in litigation with CBRE, and payment of his salary even if

he had “to sit out” for the duration of the RCA’s one-year period. But he testified

that it is “career-changing if you are absent from this industry for a year,” and

explained that he could work at Cushman while maintaining the confidentiality of

CBRE’s information and not soliciting CBRE’s clients.

Armstrong admitted that other than Hipps’s contacts with Granite, CBRE had

no “facts to indicate” that Hipps solicited any other CBRE client or prospective

client. She also testified that when she joined CBRE in 2021, she was able to comply

with the confidentiality and non-solicitation obligations she owed to her previous

employer.

By order dated January 2, 2024 (Order), the court granted a temporary

injunction prohibiting Hipps from working at Cushman for twelve months, working

for any competitor of CBRE’s for twelve months,1 “communicating with any CBRE

1
This provision prohibited Hipps from working for a “Restricted Business,” defined in the RCA to
mean “any entity or person that provides products or services that are competitive with products or services
provided by” CBRE “within 24 months prior to your Termination Date (or which you have knowledge, at
the time in question, that the Company Group has plans to provide or offer within twelve months of your
Termination Date.)”
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client in order to further a business relationship with such CBRE client for or on

behalf of Cushman & Wakefield,” and using or disclosing CBRE’s confidential

information, “including the identity of CBRE customers, clients, contacts, or

prospective contacts.”

This appeal followed. The trial court amended its Order after Hipps filed his

brief in this Court. The “Amended Order Granting Plaintiff’s Application for

Temporary Injunction” (Amended Order) added time limits, attached copies of the

two agreements, and added certain definitions. In his reply brief, Hipps addressed

these modifications. We “treat the appeal as from” the March 7, 2024 Amended

Order, but also consider the original January 2, 2024 Order granting CBRE’s

application for temporary injunction to provide additional context in reviewing

Hipps’s issues. See TEX. R. APP. P. 27.3.2

ISSUES AND STANDARD OF REVIEW

In four issues, Hipps contends the trial court erred by granting the temporary

injunction because (1) the Order “enforces a world-wide non-compete obligation,

without regard to Mr. Hipps’ duties and responsibilities at a competitor,” in violation

of the Texas Covenants Not to Compete Act, (2) the Order “restrains conduct that is

2
Rule 27.3 provides in part, “After an order or judgment in a civil case has been appealed, if the trial
court modifies the order or judgment, or if the trial court vacates the order or judgment and replaces it with
another appealable order or judgment, the appellate court must treat the appeal as from the subsequent order
or judgment and may treat actions relating to the appeal of the first order or judgment as relating to the
appeal of the subsequent order or judgment.” TEX. R. APP. P. 27.3.

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not prohibited by the underlying restrictive covenants and/or is protected by the

Texas Covenants Not to Compete Act,” (3) CBRE failed to show that it would suffer

a probable, imminent, and irreparable injury if injunctive relief were not granted,

because it presented no evidence of any actual or threatened harm, and (4) the Order

provides no rationale for its entry as required by rule 683, Texas Rules of Civil

Procedure.

“Whether to grant or deny a temporary injunction is within the trial court’s

sound discretion.” Butnaru v. Ford Motor Co., 84 S.W.3d 198, 204 (Tex. 2002). “A

reviewing court should reverse an order granting injunctive relief only if the trial

court abused that discretion.” Id. “The reviewing court must not substitute its

judgment for the trial court’s judgment unless the trial court’s action was so arbitrary

that it exceeded the bounds of reasonable discretion.” Id.

“In reviewing the trial court’s decision, we draw all legitimate inferences from

the evidence in the light most favorable to the trial court’s judgment.” RWI Constr.,

Inc. v. Comerica Bank, 583 S.W.3d 269, 274 (Tex. App.—Dallas 2019, no pet.); see

also McGuire-Sobrino v. TX Cannalliance LLC, No. 05-19-01261-CV, 2020 WL

4581649, at *6 (Tex. App.—Dallas Aug. 10, 2020, no pet.) (mem. op.) (“The trial

court has broad discretion in determining whether the pleadings and evidence

support a temporary injunction.”). We defer to the trial court’s resolution of

conflicting evidence. Jowell v. BioTE Med., LLC, No. 05-21-00166-CV, 2021 WL

4810361, at *8 (Tex. App.—Dallas Oct. 15, 2021, no pet.) (mem. op). “However,

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the trial court abuses its discretion when it misapplies the law to established facts or

when the evidence does not reasonably support the trial court’s determination of the

existence of probable injury or probable right of recovery.” RWI Constr., Inc., 583

S.W.2d at 274–75.

DISCUSSION

A. Requirements for temporary injunction

“A temporary injunction’s purpose is to maintain the status quo of the

litigation’s subject matter pending a trial on the merits.” Butnaru, 84 S.W.3d at 204.

“A temporary injunction is an extraordinary remedy and does not issue as a matter

of right.” Id. To obtain a temporary injunction, the applicant must plead and prove

(1) a cause of action against the defendant, (2) a probable right to the relief sought,

and (3) a probable, imminent, and irreparable injury in the interim. Id. In its

Amended Order, the trial court made findings and conclusions on each of these

elements.

“An appellate court determination that a party has shown a probable right to

relief does not mean that the party obtaining temporary relief will prevail on the

merits based on a fully developed record.” Bienati v. Cloister Holdings, LLC, 691

S.W.3d 493, 498 (Tex. 2024). “The assumption is that the evidence may well change

between the preliminary temporary-injunction stage of the proceedings and a final

trial on the merits.” Contract Datascan Holdings, Inc. v. Retail Servs. WIS Corp.,

No. 02-23-00153-CV, 2023 WL 7851509, at *9 (Tex. App.—Fort Worth Nov. 16,

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2023, no pet.) (mem. op.). The applicant must, however, “present enough evidence

to raise a bona fide issue as to its right to ultimate relief.” Kim v. Oh,

No. 05-19-00947-CV, 2020 WL 2315854, at *2 (Tex. App.—Dallas May 11, 2020,

no pet.) (mem. op.).

For purposes of a temporary injunction, an injury is irreparable if the injured

party cannot be adequately compensated in damages or if the damages cannot be

measured by any pecuniary standard. El Tacaso, Inc. v. Jireh Star, Inc., 356 S.W.3d

740, 743 (Tex. App.—Dallas 2011, no pet.). “The general rule at equity is that before

injunctive relief can be obtained, it must appear that there does not exist an adequate

remedy at law.” Butnaru, 84 S.W.3d at 210 (internal quotation omitted). “An

adequate remedy at law is one that is as complete, practical, and efficient to the

prompt administration of justice as is equitable relief.” El Tacaso, Inc., 356 S.W.3d

at 744 (internal quotations omitted).

B. Probable right to relief sought: breach of contract claim

To raise “a bona fide issue as to its right to ultimate relief,” CBRE was

required to produce some evidence supporting every element of at least one valid

legal theory. Kim, 2020 WL 2315854, at *2; Holdings I, LLC v. Argonaut Ins. Co.,

640 S.W.3d 915, 923 (Tex. App.—Dallas 2022, no pet.). The probable right to relief

element does not require the applicant to show that it will prevail at trial, nor does it

require the trial court to evaluate the probability that the applicant will prevail at

trial. See Daugherty v. Ellington, No. 05-22-00991-CV, 2024 WL 177482, at *5

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(Tex. App.—Dallas Jan. 17, 2024, pet. denied) (mem. op.) (collecting cases). The

ultimate merits of the case are not before the trial court. Id.

CBRE has pleaded that Hipps has breached the noncompetition provisions of

the RCA. Accordingly, we consider whether CBRE has “plead[ed] and prove[d]” a

cause of action for breach of the RCA sufficiently to meet the standards for obtaining

a temporary injunction. See Butnaru, 84 S.W.3d at 204. “A successful breach of

contract claim requires proof of the following elements: (1) a valid contract;

(2) performance or tendered performance by the plaintiff; (3) breach of the contract

by the defendant; and (4) damages sustained by the plaintiff as a result of that

breach.” Petras v. Criswell, 248 S.W.3d 471, 477 (Tex. App.—Dallas 2008, no pet.).

CBRE was required to produce some evidence to support every element of its claim.

See Kim, 2020 WL 2315854, at *2.

Hipps contends that the RCA’s noncompetition provision is invalid and

unenforceable because it lacks consideration and is overbroad, and therefore,

violates Texas law. Therefore, he asserts, CBRE cannot raise a bona fide issue on its

breach of contract claim.

1. Consideration for the noncompetition provision

Hipps argues the RCA is unenforceable because it lacks consideration.

Consideration is an essential element of any valid contract, Gilbert v. Fitz,

No. 05-16-00218-CV, 2016 WL 7384167, at *4 (Tex. App.—Dallas Dec. 21, 2016,

no pet.) (mem. op.), and in the context of noncompetes, ensures that the promise to

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refrain from competition does not unreasonably restrain trade. See Marsh USA Inc.

v. Cook, 354 S.W.3d 764, 775–76 (Tex. 2011) (citing RESTATEMENT (SECOND) OF

CONTRACTS § 187 cmt.b).3 “[A] covenant not to compete is enforceable if it is

ancillary to or part of an otherwise enforceable agreement at the time the agreement

is made . . . .” TEX. BUS. & COM. CODE ANN. § 15.50(a).

Discussing the consideration requirement in the context of noncompete

agreements, the court in Marsh USA explained that § 15.50(a) requires noncompete

covenants to be ancillary to or a part of otherwise enforceable agreements arising

from the employment relationship. See id. The court concluded, “[c]onsideration for

a noncompete that is reasonably related to an interest worthy of protection, such as

trade secrets, confidential information or goodwill, satisfies the statutory nexus.” Id.

In the RCA, CBRE “promise[d] to provide [Hipps] with (a) access to new and

additional training, (b) access to new and additional clients and client information,

(c) access to new and additional confidential and proprietary market knowledge,

pricing information, technology tools and solutions, and other Confidential

Information (as defined herein) belonging to us, and/or (d) other consideration

including a $1,000,000 Retention Incentive.” Armstrong testified that Hipps

received all of the promised consideration from CBRE after he signed the RCA.

3
Comment b, “Non-ancillary restraints,” provides that “for a promise to refrain from competition to be
reasonable, the promisee must have an interest worthy of protection that can be balanced against the
hardship on the promisor and the likely injury to the public.”
–11–
Hipps acknowledged that he received access to the information and training

described, although he testified that he had always had such access both before and

after he signed the RCA. He contends, however, that the RCA lacks consideration

and is an unenforceable restraint on trade because (1) nothing new happened in 2021

to make the RCA necessary, (2) many other CBRE employees had access to the

same confidential information without signing noncompete covenants, and (3) the

RCA contains no protection for confidential information obtained even one day after

its expiration, “plainly confirm[ing] that the covenant’s ‘true purpose’ was “to

restrain Hipps’s movement for a period of time,” not to protect confidential

information.

CBRE responds to each of these arguments. First, Armstrong testified that

CBRE in “the last few years” had determined that noncompetes were necessary for

employees “at a certain level” to protect client relationships and business interests.

See Alex Sheshunoff Mgmt. Servs., L.P. v. Johnson, 209 S.W.3d 644, 657 (Tex. 2006)

(“Although ASM had given Johnson access to the same marketing information

without a covenant not to compete, nothing precluded ASM from seeking the greater

protection of a covenant when it did.”). Second, CBRE relies on evidence that there

were other employees in high-ranking positions who were required to sign

noncompetition agreements. As to Hipps in particular, CBRE cites Hipps’s

testimony that he left CBRE once during his tenure and considered doing so again

in 2015. CBRE argues that Hipps’s “demonstrated wanderlust” warranted additional

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protections. Third, as to protection of confidential information after 2025,

Armstrong testified that “[w]e don’t plan two years out for those things.”

We conclude that CBRE met its burden to plead and prove a cause of action

for breach of the RCA sufficient to meet the standards for obtaining a temporary

injunction. See Butnaru, 84 S.W.3d at 204. We overrule Hipps’s complaint

contending otherwise.

2. Geographic scope of the noncompetition provision

The RCA provides that Hipps “will not, in any capacity, directly or indirectly,

(a) solicit, contact, call upon or communicate with any CBRE Client in order to

further a business relationship with such CBRE Client for or on behalf of a Restricted

Business in the Territory.” “Territory” is a defined term in the RCA:

“Territory” means any national, state, territorial or other jurisdiction
globally in which the Company Group provided or offered products or
services at any time during the 12 months prior to the Termination Date
(or in which you have knowledge, at the time in question, that the
Company Group has plans to commence providing or offering products
or services within 12 months).

“[A]s a general rule, a reasonable geographic restriction for covenants not to

compete is the territory in which the employee actually worked while in the

contractual employment.” AmeriPath, Inc. v. Hebert, 447 S.W.3d 319, 335 (Tex.

App.—Dallas 2014, pet. denied). A restrictive covenant “must not restrain [an

employee’s] activities into a territory into which his former work has not taken him

or given him the opportunity to enjoy undue advantages in later competition with his

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employer.” Peat Marwick & Main Co. v. Haass, 818 S.W.2d 381, 387 (Tex. 1991)

(internal quotation omitted).

“Noncompete covenants with broad geographical scopes have been held

unenforceable, particularly when no evidence establishes that the employee actually

worked in all areas covered by the covenant.” Zep Mfg. Co. v. Harthcock, 824

S.W.2d 654, 661 (Tex. App–Dallas 1992, no writ); see also Butler v. Arrow Mirror

& Glass, Inc., 51 S.W.3d 787, 793–94 (Tex. App.—Houston [1st Dist.] 2001, no

pet.) (“A covenant not to compete with a broad geographical scope is unenforceable,

particularly when no evidence establishes the employee actually worked in all areas

covered by the covenant.”).

CBRE did not offer any evidence to support a worldwide geographic

restriction. CBRE relies on Hipps’s testimony that if a client contacted him “seeking

to do business outside of DFW,” Hipps would refer the client to “the market leader

who resides in the place where the business is intended to be conducted.” CBRE

argues this testimony means that “Hipps would facilitate business for CBRE outside

the Dallas/Fort Worth region by flipping deals to his colleagues in CBRE’s other

offices,” both in the United States and internationally.

As its “real world example,” however, CBRE cites Hipps’s referral of Granite

Properties to “CBRE’s California people.” CBRE did not offer any evidence that

Hipps had clients outside the United States; CBRE cites only Hipps’s testimony that

“some of” his clients in the Dallas/Fort Worth area “also had business outside the

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Dallas/Fort Worth area.” Armstrong’s testimony was that Hipps “served in a

regional leadership capacity,” not a worldwide one, and that some of the brokers

who reported to Hipps “transacted business nationally and internationally.”

Armstrong also testified that Hipps did not have worldwide responsibilities.

CBRE cites three cases in support of its argument that an unlimited worldwide

scope was appropriate,4 most notably an opinion from this Court concluding that the

geographic scope of an injunction order was not broad enough. In Gehrke v. Merritt

Hawkins & Associates, LLC, No. 05-18-01160-CV, 2020 WL 400175, at *1, 4 (Tex.

App.—Dallas Jan. 23, 2020, pet. denied) (mem. op.), we concluded that an

injunction’s geographic restraint “was arbitrary and too narrow” because it did not

extend to the entire territory covered by the noncompetition agreement. The

agreement at issue contained a specific provision prohibiting Gehrke from

competing in states where he worked during his last year with his former employer.

Id. Although we held that the agreement extended to “those states as a whole,” rather

than a smaller territory identified in the trial court’s injunction, we also noted that

4
Some of these cases address the geographical scope of an injunction order in addition to the
geographical scope of the underlying noncompete provision. Here, the RCA and the Amended Order define
“Territory” in almost-identical terms. The RCA’s definition is quoted above. The Amended Order includes
the court’s finding that Hipps is engaging in the same or similar business as CBRE “in a limited ‘Territory’
(any national, state, territorial, or other jurisdiction where CBRE provides, or provided within 12 months,
its products or services) for a ‘Restricted Business.’” The Amended Order also references § 1.2 of the RCA,
prohibiting solicitation of “CBRE Clients” in “the Territory.” Because the Amended Order and the RCA
contain similar geographical restrictions, the cases addressing a noncompete provision, an injunction order,
or both may be instructive in our analysis.
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neither the noncompete nor the injunction “imposed an unreasonable, industry-wide

restriction.” Id.

In Accruent, LLC v. Short, No. 1:17-CV-858-RP, 2018 WL 297614, at *1, 5

(W.D. Tex. Jan. 4, 2018) (Order), the court found reasonable a covenant that

“extend[ed] to every state or country in which [the former employer] did business.”

The court noted that the former employee—an engineer as well as a director of client

services—had “intimate knowledge of all . . . product functionality” and product

development, in addition to sales, marketing, and customer information. See id. And

in Everett Financial, Inc. v. Primary Residential Mortgage, Inc., Civ. Action No.

3:14-CV-1028-D, 2016 WL 7378937, at *8 (N.D. Tex. Dec. 20, 2016) (mem. op.

and order), the court upheld a covenant without a geographical limitation that

prohibited solicitation of the former employer’s current employees.

In contrast to these cases, CBRE did not offer evidence at the temporary

injunction hearing to support a global restriction. Hipps testified that information he

received relating to clients “was largely restricted to Dallas/Fort Worth.” At most,

there was testimony that Hipps had access to regional and national market

information, participated “national leadership calls,” and had referred deals outside

the Dallas/Fort Worth area to brokers in the relevant regions. Although Armstrong

testified that Hipps “had a number of brokers reporting to him who transacted

business nationally and internationally,” she provided no further detail about any

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global duties or responsibilities Hipps held or any services he provided in any of

CBRE’s international business.

The evidence admitted at the temporary injunction hearing does not support a

restrictive covenant that covers all areas where CBRE does business globally. See

Peat Marwick & Main Co., 818 S.W.2d at 387; AmeriPath, 447 S.W.3d at 335.

However, this is not fatal to CBRE’s ability to show a probable right to relief sought

if the noncompete agreement can be reformed. See TEX. BUS. & COM. CODE ANN.

§ 15.51(c). We conclude that considering the evidence in the record, the trial court

has the authority under § 15.51(c) to “reform the covenant to the extent necessary to

cause the limitations contained in the covenant as to . . . geographical area . . . to be

reasonable and to impose a restraint that is not greater than necessary to protect the

goodwill or other business interest of the promisee and enforce the covenant as

reformed.” TEX. BUS. & COM. CODE ANN. § 15.51(c). We remand the case for this

purpose.

C. Imminent and irreparable injury

In his third issue, Hipps contends there is no evidence that CBRE would

imminently suffer harm, not compensable in money damages, if the temporary

injunction were not imposed pending trial. He argues there is no evidence that he

will breach the non-solicitation or confidentiality obligations or that any injury

cannot be compensated with monetary damages after trial. Hipps argues that he

returned all confidential information to CBRE when he resigned, and in his brief he

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maintains that he “will not violate his confidentiality and non-solicitation obligations

at his new employment.”

CBRE responds that it presented evidence, reasonably credited by the trial

court, that “Hipps had breached and will continue to breach his contractual non-

solicitation, confidentiality, and non-compete obligations.” CBRE relies on evidence

it offered to establish that injunctive relief was necessary in addition to monetary

damages. CBRE also points to Hipps’s stipulation in § 2.3 of the RCA that any

breach of the restrictions would cause irreparable harm to CBRE.

“An injury is irreparable if the injured party cannot be adequately

compensated in damages or if the damages cannot be measured by any certain

pecuniary standard.” Butnaru, 84 S.W.3d at 204. No abuse of discretion occurs if

some evidence reasonably supports the trial court’s decision. Id. at 211. Further, the

trial court does not abuse its discretion when it makes a decision based on conflicting

evidence. Gehrke, 2020 WL 400175, at *2. “An adequate remedy at law is one that

is as complete, practical, and efficient to the prompt administration of justice as

equitable relief.” Dass, Inc. v. Smith, 206 S.W.3d 197, 202 (Tex. App.—Dallas 2006,

no pet.).

The trial court heard evidence that before Hipps left CBRE, he referred a client

to CBRE’s California office, and on the day Hipps joined Cushman, he referred the

same client to Cushman’s California office. The trial court also heard evidence

regarding Hipps’s communications with CBRE clients regarding his move to

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Cushman. Hipps maintained that these communications were merely polite

acknowledgements of clients’ good wishes on his new position. CBRE argues,

however, that Hipps “cryptically” promised some of the clients he would “fill them

in on details soon.” Based on this evidence, the trial court made specific findings

that Hipps “directly or indirectly solicited and/or communicated with CBRE clients

in order to further a business relationship with said CBRE clients on behalf of

Cushman & Wakefield” and “solicited CBRE clients to terminate or reduce their

relationship with CBRE.”

The trial court found that CBRE “is likely to suffer” irreparable harm because

Hipps “will, absent this temporary injunction order, continue to have possession of

and the ability to use Plaintiff’s Confidential Information and violate Defendant’s

agreed-upon non-competition, non-solicitation, and confidentiality obligations

memorialized” in the RCA and the EA. Although “a party can rarely establish an

irreparable injury and an inadequate legal remedy when damages for breach of

contract are available,” Butnaru, 84 S.W.3d at 211, courts have also recognized that

“assigning a dollar amount to such intangibles as a company’s loss of clientele,

goodwill, marketing techniques, and office stability, among others, is not easy.”

Frequent Flyer Depot, Inc. v. American Airlines, Inc., 281 S.W.3d 215, 228 (Tex.

App.—Fort Worth 2009, pet. denied) (citing Martin v. Linen Sys. for Hosps., Inc.,

671 S.W.2d 706, 710 (Tex. App.—Houston [1st Dist.] 1984, no writ)). Further, we

may not overrule the trial court’s decision on these matters “unless the trial court

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acted unreasonably or in an arbitrary manner, without reference to guiding rules or

principles.” Butnaru, 84 S.W.3d at 211.

From the evidence admitted at the hearing, the trial court reasonably could

have concluded that a temporary injunction gave CBRE a remedy more “complete,

practical, and efficient to the prompt administration of justice” than a calculation of

damages after the fact. See Dass, 206 S.W.3d at 197; Kim, 2020 WL 2315854, at *3.

We conclude CBRE met its burden to show a probable, imminent, and irreparable

injury to support its request for a temporary injunction. See Butnaru, 84 S.W.3d at

211. We overrule Hipps’s third issue.

D. Challenges to the injunction order

In his second and fourth issues, Hipps argues the Order does not comply with

civil procedure rule 683, violates the Texas Covenants Not to Compete Act, and

prohibits conduct that is not covered by the underlying restrictive covenant. See TEX.

R. CIV. P. 683 (“[e]very order granting an injunction . . . shall set forth the reasons

for its issuance; shall be specific in terms; shall describe in reasonable detail and not

by reference to the complaint or other document, the act or acts sought to be

restrained”); see also In re Luther, 620 S.W.3d 715, 723 (Tex. 2021) (orig.

proceeding, habeas corpus granted) (“failure to specify—with reasonable detail and

clarity and without reference to other documents—the precise conduct prohibited”

made temporary restraining order too uncertain when measured against rule 683).

CBRE responds that the trial court’s order “sets forth detailed reasons for its issuance

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and adequately describes the acts restrained,” and accordingly meets rule 683’s

requirements.

“The purpose of rule 683’s specificity requirement is to ensure that parties are

adequately informed of the acts they are enjoined from doing and the reasons for the

injunction.” McCaskill v. Nat’l Circuit Assembly, No. 05-17-01289-CV, 2018 WL

3154616, at *2 (Tex. App.—Dallas June 28, 2018, no pet.) (mem. op.). A temporary

injunction order that fails to comply with rule 683 is void. Indep. Capital Mgmt.,

L.L.C. v. Collins, 261 S.W.3d 792, 795 (Tex. App.—Dallas 2008, no pet.). We

consider whether the Amended Order meets rule 683’s requirements.

1. Reasons for issuance

Regarding the reasons for issuance, the Amended Order includes findings that

Hipps is in breach of specific sections of the RCA and the EA by:

engaging in the same or similar business (commercial real estate
management; specifically, the growing of a capital markets, lending,
and assets services portfolio in the Dallas Fort-Worth Metroplex) in a
limited “Territory” (any national, state, territorial or other jurisdiction
where CBRE provides, or provided within 12 months, its products or
services) for a “Restricted business” (Cushman & Wakefield, a
renowned commercial real estate firm) in the “Restricted Period” (12
months after resignation) as those terms are defined in the [RCA].

Both the RCA and the EA are attached to the Amended Order, and the court

further specifies the violations found:

The Court further finds, for the purposes of this temporary injunction
order only, that Defendant is in violation of his non-solicitation
obligations as described in Sections 1.2 and 1.3 of the [RCA].
Specifically, the court finds Defendant has (1) directly or indirectly
solicited and/or communicated with CBRE clients in order to further a
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business relationship with said CBRE clients on behalf of Cushman &
Wakefield; (2) solicited CBRE clients to terminate or reduce their
relationship with CBRE; and/or (3) recruited, solicited, or induced a
CBRE employee to terminate or alter his or her status as a CBRE
employee, as defined in the Restrictive Covenants Agreement.

We conclude the Amended Order complies with rule 683’s requirement to

“set forth the reasons for its issuance.” TEX. R. CIV. P. 683.

2. Information at issue

In the EA, the parties agreed to the following definition of “confidential

information”:

“Confidential Information” is defined as any of CBRE’s information,
without regard to form, which is not commonly known by or available
to the public and which information (a) derives economic value, actual
or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain
economic value from its disclosure or use, and (b) is the subject of
efforts that are reasonable under the circumstances to maintain its
secrecy. Such Confidential Information includes, but is not limited to,
CBRE’s listings, the identity of and information concerning potential
or actual clients, and specialized techniques developed or used by
CBRE (other than disclosure of specific listings in the ordinary course
of business).

In the Amended Order, this definition has been added in full to paragraphs

12.i, j, and k in describing the actions enjoined. In these paragraphs, Hipps is

enjoined from “using, distributing, disseminating, disclosing, or discussing”

Confidential Information with any third party (paragraph 12.i); “continuing to retain

possession of CBRE’s Confidential Information” (paragraph 12.j); and disclosing

Confidential Information “to any third-party, including Cushman & Wakefield”

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(paragraph 12.k). We conclude the Amended Order “describe[s] in reasonable

detail” the information Hipps is prohibited from disclosing. See TEX. R. CIV. P. 683.

3. Prohibited conduct

Hipps contends the Order is “drastically overbroad and prohibits [him] from

engaging in conduct that is not prohibited by the underlying restrictive covenants.”

He argues that the Order (1) is industry-wide and restricts conduct globally,

(2) restricts him for performing any job at all for a competitor of CBRE, regardless

of job responsibilities, (3) prohibits contact with CBRE employees “that Mr. Hipps

never worked with and had no contact with during his tenure” at CBRE, (4) contains

broader restrictions on client contact than either the EA or the RCA and

impermissibly extends to clients with whom he had no dealings, and (5) contains no

time limitation for most of the restrictions.

CBRE “does not contest that an actual industry-wide restraint would be

impermissible.” See Gehrke, 2020 WL 400175, at *2 (“an industry-wide exclusion

from subsequent employment is unreasonable”). But CBRE argues that the

Amended Order “merely prevents Hipps from taking a role where he is ‘competing’

with CBRE.” CBRE contends Hipps cannot meet his burden to show that the trial

court acted arbitrarily or unreasonably by crediting CBRE’s evidence that Hipps

“had breached and will continue to breach his contractual non-solicitation,

confidentiality, and non-compete obligations,” especially in light of “Hipps’s

concession that he was actively in breach of the non-compete.”

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CBRE further argues that the Amended Order resolves the issues Hipps

identifies in his brief. Hipps disagrees, contending that paragraph 12.d of the

Amended Order continues to prohibit him from working in any capacity for a

“Restricted Business,” defined as “any entity or person that provides products or

services that are competitive with products or services provided by CBRE.” CBRE

contends that paragraph 12.d should be “‘read in the context of the entire

injunction,’” quoting Cross v. Chem-Air South, Inc., 648 S.W.2d 754, 757 (Tex.

App.—Beaumont 1983, no writ). CBRE contends that the Amended Order, read as

a whole, “merely prevents Hipps from taking a role where he is ‘competing’ with

CBRE.”

Regarding the clients Hipps is prohibited from contacting, the RCA is now

attached to the Amended Order. The RCA defines “CBRE Client” as “any of the

Company Group’s clients or prospective clients whom you solicited, with whom you

substantially and directly dealt or became acquainted, or from whom or with respect

to whom you obtained confidential information, at any time within the 24-month

period immediately preceding your termination date.”

Hipps contends that there is no list of clients attached to the amended order

despite the trial court’s instructions at the hearing on the motion to clarify:

THE COURT: I’ll have [the amended order, if any] on file by
Friday. . . . In the meantime, I would like for the plaintiff—I am very
familiar with the McCaskill . . . case—to provide the Court, obviously
copy opposing counsel on that, with a current listing of the clients. I
definitely want to make it clear to someone that is under this Court’s

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order any clients that they should not be soliciting or not talking to
during that particular timeframe that the order is in place or until the
Court of Appeals tells us differently.

But I do want that clarification, so that it is very clear.

In McCaskill, 2018 WL 3154616, at *4, we concluded that an injunction to

enforce a noncompetition agreement was not sufficiently specific because it did not

“provide the specific information about who the off-limits clients and customers

are.” We explained:

Every order granting an injunction must be specific in its terms and
describe in reasonable detail, and not by reference to the complaint or
other document, the acts sought to be restrained. The purpose of rule
683’s specificity requirement is to ensure that parties are adequately
informed of the acts they are enjoined from doing and the reasons for
the injunction. An injunction must be as definite, clear, and precise as
possible and when practicable it should inform the defendant of the acts
he is restrained from doing. But it must be in broad enough terms to
prevent repetition of the evil sought to be stopped. A trial court abuses
its discretion by issuing a temporary injunction order that does not
comply with the requirements of rule 683.

Id. at *2 (citations omitted). We relied on Computek Computer & Office Supplies,

Inc. v. Walton, 156 S.W.3d 217, 222–23 (Tex. App.—Dallas 2005, no pet.), where

we “determined that because the injunction itself did not provide the specific

information as to the off-limits clients, without inferences or conclusions, the trial

court’s injunction lacked the required specificity.” McCaskill, 2018 WL 3154616, at

*4; see also Contract Datascan Holdings, Inc., 2023 WL 7851509, at *29–31 (citing

and quoting McCaskill to support conclusion that injunction failed to meet

specificity requirements of rule 683 where injunction restrained third party from

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using broad classes of confidential information for clients not identified in the record

or the order).

CBRE distinguishes our holdings in Computek and McCaskill on the ground

that in both cases, the employee was not the only party enjoined from contacting

former clients; the injunctions included the employees’ new employers who “cannot

be presumed to have knowledge of who [the employees] interacted with as a client”

at their former businesses. See McCaskill, 2018 WL 3154616, at *4. In McCaskill,

we distinguished our opinion in Safeguard Business Systems, Inc. v. Schaffer, 822

S.W.2d 640, 644 (Tex. App.—Dallas 1991, no writ), where we concluded that an

injunction “need not identify the clients by name because it is reasonable to presume

the employee is sufficiently familiar with the customers’ identities to avoid violating

the injunction.” McCaskill, 2018 WL 3154616, at *4 (citing Schaffer, 822 S.W.2d

at 644).

In Schaffer, we concluded that “evidence of confidential customer names was

neither required by law nor appropriate in support of [the plaintiff’s] prayer for full

injunctive relief.” Schaffer, 822 S.W.2d at 644. We explained, “[w]here secret

customer information was one of the main assets sought to be protected, the trial

court would defeat that purpose by requiring the public disclosure of such

information.” Id. Further, we noted, “we do not think it unreasonable to assume that

he who is sought to be enjoined is sufficiently familiar with the employer’s business

and its customers to avoid violating the injunction.” Id. We concluded, “even when

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the names of some customers are in evidence, the trial court may enjoin as to all

customers . . . to [e]nsure that the former employee could not benefit from breach of

the confidential relationship.” Id. at 644–45.

Here, the trial court’s injunction order restrains only Hipps. Further, the

Amended Order defines the class of clients at issue:

Soliciting or inducing any CBRE Client (as defined in the Attached
Restrictive Covenant Agreement to mean “any of the Company
Group’s clients or prospective clients whom you solicited, with whom
you substantially and directly dealt or became acquainted, or from
whom or with respect to whom you obtained confidential information,
at any time within the 24-month period immediately preceding your
termination date”) to terminate or reduce its relationship with CBRE
for any reason for twelve months after his termination date . . .

Similarly, the paragraph regarding “CBRE Employees” includes a definition of that

term and prohibits Hipps from “recruiting, soliciting, or inducing any CBRE

Employee . . . to terminate or alter his or her status as a CBRE Employee” during

the same twelve-month period.

As Hipps points out, the trial judge stated at the hearing that she would require

CBRE to provide a client list. But the judge also subsequently signed the Amended

Order that did not contain that requirement, and the Amended Order contained new

definitions of “CBRE Client” and “CBRE Employee.” We conclude the Amended

Order sufficiently describes the clients and employees who Hipps is prohibited from

contacting. See TEX. R. CIV. P. 683; Schaffer, 822 S.W.2d at 644–45.

In sum, we conclude that the Amended Order has alleviated the issues Hipps

has identified. The amendments clarify the activities restrained by adding language
–27–
from the RCA and EA and attaching both agreements to the Amended Order. The

amendments also add specific time limitations to paragraphs 12.a through 12.k, and

further define the category of “CBRE Clients” who may not be solicited. We

overrule Hipps’s second issue.

4. Geographic scope of the order

Hipps complains that the trial court abused its discretion because the

injunction is global in scope. We agree. As we discussed above, the RCA’s

geographic scope is overbroad to the extent that it restrains activity in areas of the

world where Hipps did not perform services for CBRE. We therefore conclude that

the geographic scope provisions of the Amended Order are overbroad and require

reformation by the trial court. TEX. BUS. & COM. CODE ANN. § 15.51(c). We sustain

this portion of Hipps’s fourth issue. 5

5. Conclusion

We conclude that, except as to geographical scope, the Amended Order

sufficiently sets forth the trial court’s reasoning and describes the acts restrained in

reasonable detail as required by rule 683. We sustain Hipps’s fourth issue in part on

that ground, and overrule his remaining complaints regarding the Amended Order’s

compliance with rule 683.

5
We note that the trial court added a handwritten note, “geographical limitation is limited to Texas,”
in its temporary restraining order, but that restriction was not included in either the Order or the Amended
Order.
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CONCLUSION

We reverse the portions of the trial court’s March 7, 2024 Amended Order

addressing geographic scope and remand the case to the trial court for reformation

of the order consistent with this opinion.

/Maricela Breedlove/
MARICELA BREEDLOVE
JUSTICE
240056F.P05

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S
Court of Appeals
Fifth District of Texas at Dallas
JUDGMENT

CHRIS HIPPS, Appellant On Appeal from the 95th District
Court, Dallas County, Texas
No. 05-24-00056-CV V. Trial Court Cause No. DC-23-20605.
Opinion delivered by Justice
CBRE, INC., Appellee Breedlove. Justices Smith and Miskel
participating.

In accordance with this Court’s opinion of this date, the Court has considered
the record on appeal and holds that there was error in part of the trial court’s March
7, 2024 “Amended Order Granting Plaintiff’s Application for Temporary
Injunction.” It is ORDERED that the portions of the trial court’s order addressing
the geographic scope of the injunction are REVERSED and the case is
REMANDED to the trial court for further proceedings consistent with the opinion.

It is further ORDERED that each party bear its own costs of this appeal.

Judgment entered August 15, 2024

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