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June 22, 1994


The opinion of the court was delivered by: STANLEY A. WEIGEL


 Defendant Jardine Insurance Brokers International Limited ("Defendant") is an English corporation that deals primarily with specialists, agents and other brokers on the wholesale side of the insurance business. Defendant is part of the Jardine Group, a number of associated entities in the insurance business.

 Peter Robinson ("Plaintiff"), a California citizen, was first employed by the Jardine Group in 1983, when he joined a California company called Jardine Emmet & Chandler San Francisco Inc. Insurance Brokers. In January, 1987, Plaintiff moved to London to manage Glanvill Enthovin North America Limited ("GENA"), a North American division of Defendant. *fn1" Plaintiff became a director of GENA in January, 1987, and a director of Defendant in January, 1988.

 In July, 1991, Defendant set up an Accident and Health Division in the United Kingdom. *fn2" Plaintiff was appointed Managing Director of the Division, and in that capacity he reported to Michael Gribbin ("Gribbin"), Defendant's Chairman and Chief Executive Officer. In 1992, the Division's Board of Directors decided to set up an Accident and Health Division in San Francisco, and Plaintiff was given responsibility for establishing and managing the new Division.

 The parties dispute Plaintiff's employment status once he became Managing Director of JIB International Accident and Health, Inc. ("JIB A & H"), the Accident and Health Division in San Francisco. According to Plaintiff, he resigned his directorate position with Defendant effective June 15, 1992. Plaintiff claims his resignation is reflected in Defendant's annual report, and in his receipt of "holiday pay," which Gribbin acknowledges is awarded only upon termination of employment. Plaintiff contends that he was thereafter employed directly by JIB A & H, a California corporation which is wholly owned by HG Holdings, a Pennsylvania corporation. *fn3"

 Defendant argues that Plaintiff remained an employee of Defendant even after he relocated to the United States. Defendant bases its argument on the premise that the San Francisco and London offices acted as a single entity, with Plaintiff still reporting to Gribbin, and London employees still reporting to Plaintiff. *fn4" Defendant emphasizes that it directly or indirectly paid the operating expenses of JIB A & H until December, 1993. *fn5" Defendant also points to several alleged admissions by Plaintiff that he remained an employee of Defendant. *fn6"

 On March 25, 1994, during a trip to London, Plaintiff informed Gribbin that he was resigning. *fn7" Since Plaintiff's resignation, three other employees of Defendant have apparently resigned in order to accept positions with Plaintiff's new employer, AON Group ("AON"). *fn8" Defendant alleges that Plaintiff approached these three employees, as well as two others who have not yet resigned, *fn9" in order to induce them to follow Plaintiff to AON. Defendant also claims that Plaintiff contacted at least one of Defendant's clients regarding transfer of its business to AON.

 Plaintiff denies that he has solicited any of his former colleagues or clients at Defendant and maintains that he is not bound by any contractual non-compete provisions. Plaintiff claims that before he began work for Defendant in London, he was presented with a letter which set forth the proposed terms and conditions of his employment, including salary, projected bonuses, car and living allowances, and relocation expenses. Gribbin acknowledges that the letter, which contains no non-compete provisions, constituted an offer of employment, which Plaintiff accepted.

 Eighteen months later, in June, 1988, Plaintiff was presented with a proposed employment contract containing post-employment restrictions, and he refused to sign it. *fn10" Plaintiff was subsequently given an "annexure" to the non-compete provisions of the unsigned contract, which he also refused to sign. *fn11" At a later date, Plaintiff was presented with an "annexure" reducing his age of retirement from 62 to 60, which he signed on November 28, 1990. The annexure referred to a "contract of employment," which Plaintiff believed to be the offer letter he accepted in 1987. Robinson Depo., 44-50.

 On April 12, 1994, Defendant obtained an ex parte Temporary Restraining Order ("English Order") from the High Court of Justice in London, prohibiting Plaintiff from soliciting former colleagues to leave Defendant, and prohibiting Plaintiff from doing business with Defendant's clients. *fn12" On April 13, 1994, this Court issued a TRO enjoining Defendant from "enforcing or attempting in any way to enforce in the United States the ex parte order" issued by the English Court. On the night of April 13, 1994, agents of Defendant attempted to serve upon Plaintiff, at his residence in California, a copy of the English Order and Summons. *fn13"

 On April 14, 1994, Plaintiff applied to this Court for an Order to Show Cause re Contempt ("OSC"), arguing that Defendant had violated this Court's TRO by serving the English Order and Summons on Plaintiff. This Court issued an OSC, and on May 3, 1994, after two hearings, decided not to hold Defendant or its attorneys in contempt. Also on May 3, the Court modified the TRO by striking the notation "in the United States," so that the prohibition against enforcing the English Order no longer has a territorial limitation.

 Plaintiff's Application for Preliminary Injunction is now before the Court.


 A. Standard for Granting Preliminary ...

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