On February 18, 2026, a panel of the Pennsylvania Superior Court affirmed the Trial Court’s denial of a Motion for Preliminary Injunction involving several wealth advisors who switched companies despite post-employment restrictive covenants, specifically non-solicitation covenants. In First National Trust Company D/B/A FNB Wealth Management v. Stephen G. English, Benton Elliott, Jr., Zachary A. Craig, and CWA Asset Management Group, LLC D/B/A Capital Wealth Advisors (“CWA”) (No. 1109WDA 2025), FNB Wealth Management (“FNB”) appealed the Allegheny County Court’s decision denying its Motion for Preliminary Injunction on several bases.

At its core, FNB filed the injunction action to enforce the post-employment non-solicitation covenants in the employment agreements of three advisors – English, Elliott and Craig (“Advisors”) – and to preclude CWA from employing them. All three Advisors were experienced wealth managers, each of whom had negotiated “carve-outs” or exceptions to the non-solicitation covenant for their own pre-existing clients when they joined FNB. Craig had the first contact with CWA and, on behalf of FNB, tried to negotiate a merger with CWA, but CWA declined. Craig, however, continued conversations with CWA and was ultimately hired. Elliott and English soon learned of CWA and followed suit. Shortly thereafter, FNB filed the underlying civil action to enforce the non-solicitation covenants against all three.

The central issue in the case was whether the Defendants had in fact “solicited”, “diverted” or “enticed” customers or potential customers, or “accepted” business from customers in violation of the non-solicitation covenants.

At the injunction hearing, the evidence showed that CWA followed a careful process when interviewing and hiring the Advisors. First, after a phone interview, CWA requested English and Elliott’s employment agreements so they could have their own counsel review and evaluate all potential restrictions prior to extending offers. To determine the appropriate compensation to offer the Advisors, CWA requested only “rough estimates” of expected earnings and did not request that any Advisor identify current customers or accounts. Before being hired, each Advisor was further required to execute a “Memorandum of Understanding” which required each Advisor to strictly adhere to any “lawful legal restrictions” in their respective employment agreements. Finally, each was instructed to NOT take any company property or information and NOT contact any of their clients or employees.

Upon joining CWA, each Advisor, in response to any contacts from their former clients, would require the client to sign an Acknowledgement of Non-Solicitation affirming that they had not been solicited by the Advisor. The record also reflected that the majority of the FNB clients first learned of the Advisor’s departure not from the Advisors or CWA, but from FNB itself, which contacted them within 24 to 48 hours after the Advisors left.

FNB, for its part, did not present any evidence that the Advisors had actually initiated contact with any former clients (that were not otherwise carved out), and therefore, the Trial Court found that FNB failed to establish that the Advisors had “solicited” any customers. On appeal, FNB took issue with the Trial Court’s interpretation of the word “solicit”, which was not defined in the agreements. FNB asserted that the Trial Court, which relied on Black’s Law dictionary definition, erroneously read into the agreement the condition that to solicit means “to initiate contact with…”.  The Superior Court panel rejected FNB’s argument by first citing the Webster’s Dictionary term, (“solicit” means “to approach (someone) with a request or plea; to make petition to; entreat” and “to try to obtain (something) by usually urgent requests or pleas”), and then affirming the Trial Court’s reliance on the Black’s Law dictionary definition.  

Of particular significance to the Superior Court was the fact that “the terms ‘solicit’, ‘divert’, and ‘entice’ are verbs, with each requiring an affirmative act.” Thus, the panel concluded that the Trial Court’s interpretations of those terms were reasonable and affirmed the denial of the injunction. While non-precedential, this decision signals how the Pennsylvania Superior Court may interpret the term “solicit” in similar cases.

Employer Takeaways
This case is notable for the ‘strict scrutiny’ that Pennsylvania Courts applied to the text of non-solicitation covenants, as well as for the Courts’ recognition in equity of CWA’s careful navigation of existing legal restrictions when hiring professionals with such covenants.

For employers who are relying on non-solicitation covenants to protect client relationships, proactive, careful drafting of post-employment covenants is necessary to support later enforcement. Clauses that prevent “acceptance” or “employment” of others (who presumably were not affirmatively solicited) may be deemed “overbroad” and therefore unenforceable. Further, in order to secure the emergency relief of a preliminary injunction, employers must present evidence of causally connected damage or irreparable harm – not merely rely on the contractual language itself.

Companies hiring employees with non-solicitation covenants should contact counsel and consider using the CWA methodologies as a template not only for good business practices, but because it clearly demonstrated goodwill with the court in equity and established that CWA was playing on a “level playing field” with its competitor.

For more information on this decision or any matters involving post-employment restrictive covenants, please reach out to partner Kevin Moore or any member of Barley Snyder’s Employment Practice Group.