Victaulic v. Ferguson Asks Whether a 40% Raise Justifies Poaching a Sales Rep
Ferguson’s Knowledge of the Non-Compete Agreement
Victaulic Company alleges that Ferguson Enterprises, LLC, knew of Steven Wilson’s 18-month non-competition agreement when it hired him in June 2026. The complaint attaches cease-and-desist letters sent to Ferguson and Wilson on June 17, 2026, each citing the May 24, 2023, Confidentiality, Non-Disclosure, Non-Competition, Intellectual Property Agreement that Wilson signed at the start of his employment with Victaulic on June 26, 2023 (Compl. ¶13). The agreement explicitly prohibited Wilson from working for any competitor of Victaulic for 18 months post-termination, including Ferguson, which Victaulic describes as a direct competitor in the pipes, valves, and fittings (PVF) industry.
Under §6(b)(i) of the agreement, Wilson was prohibited from employment with any business competing with Victaulic for 18 months post-termination, while §6(b)(ii) specifically enumerated competitors such as Tyco International Ltd. and Mueller Industries Inc. (Compl. §6(b)(i)-(ii)). Additionally, §6(b)(iii) prohibited sales employees like Wilson from contacting the same customers or territories post-termination, and §2 barred the disclosure or use of Victaulic’s confidential information, including financial data, customer lists, product development, and sales strategies (Compl. §6(b)(iii), §2). The complaint further alleges that Ferguson’s actions violate §6(c)(ii), which prohibits inducing Victaulic employees to terminate their employment (Compl. §6(c)(ii)).
Victaulic contends that Ferguson’s actions reflect a broader strategy of targeting Victaulic’s sales force with above-market compensation packages to exploit their intimate knowledge of Victaulic’s customers, projects, pricing, and sales strategies. The complaint alleges that Ferguson’s employment of Wilson constitutes tortious interference with the Non-Compete Agreement, as Ferguson knowingly induced Wilson to breach his contractual obligations (Compl. ¶73).
Wilson’s Role at Ferguson: A Rebranded Sales Position
Victaulic contends that Wilson’s role at Ferguson—initially titled “NUPI Specialist” and later revised to “Commercial PVF Project Manager”—was designed to allow Wilson to perform the same competitive functions he performed at Victaulic. The complaint cites specific provisions of the Non-Compete Agreement to support its claims, including §6(b)(iii), which prohibits sales employees from contacting the same customers or territories post-termination, and §6(c)(i), which prohibits soliciting Victaulic customers, defined broadly to include distributors, owners, architects, engineers, and contractors, for 18 months post-termination (Compl. §6(b)(iii), §6(c)(i)). Victaulic seeks to enjoin Wilson from working for Ferguson or any competitor during the 18-month restricted period, as well as to enjoin Ferguson from employing Wilson in violation of the Non-Compete Agreement (Compl. Prayer for Relief, Items 2-3).
The complaint cites Wilson’s own resignation notice, in which he stated that his role at Ferguson would involve “converting Chilled Water & Condenser Water Systems to NUPI, i.e., converting potential Victaulic customers to Ferguson NUPI customers” (Compl. ¶45). Victaulic argues that this description confirms Wilson’s role would require him to leverage his Victaulic-acquired knowledge of customer relationships and project pipelines. The complaint further alleges that Wilson’s employment with Ferguson would inevitably lead to the disclosure or use of Victaulic’s confidential information, as prohibited by §2, which defines confidential information to include financial data, customer lists, product development, and sales strategies (Compl. §2).
Ferguson initially proposed workarounds to address Victaulic’s concerns, including a six-month period of warehouse work, geographic limitations, and instructions to Wilson not to use Victaulic’s confidential information. Victaulic rejected these measures, arguing that they were insufficient to prevent Wilson from exploiting his knowledge of Victaulic’s customers and pricing strategies, as prohibited by §2 of the agreement. The complaint alleges that Ferguson’s later revision of Wilson’s title to “Commercial PVF Project Manager” was a rebranding effort, as “PVF” (pipes, valves, and fittings) represents the core product categories in which Victaulic competes. Victaulic seeks to enjoin Wilson from breaching the Non-Compete Agreement as part of its requested relief (Compl. Prayer for Relief, Item 1).
Financial Incentives and Evidence of Willful Misconduct
Victaulic alleges that Ferguson offered Wilson a 40% increase in base compensation, from his Victaulic salary to a role at Ferguson that the complaint describes as functionally identical to his prior position. The complaint ties this financial incentive to Ferguson’s broader strategy of targeting Victaulic’s sales force to exploit their knowledge of Victaulic’s business, as outlined in §2 and §6 of the Non-Compete Agreement (Compl. ¶7, ¶49).
The complaint also alleges that Wilson engaged in conduct suggestive of willful misconduct. Specifically, Wilson erased all data from his Victaulic-issued mobile phone before departing the company (Compl. ¶50). Victaulic argues that this action demonstrates consciousness of wrongdoing and further supports its claim for punitive damages, as it suggests an intent to conceal evidence of his breach of the Non-Compete Agreement. The complaint states that “Victaulic has suffered and will continue to suffer irreparable harm, including the loss of customer goodwill...” due to Wilson’s actions (Compl. ¶99).
Victaulic seeks compensatory damages in excess of $75,000 for Ferguson’s tortious interference. The complaint alleges that the 18-month restricted period is tolled during Wilson’s breach, as provided in §6(e) of the agreement, until the breach is cured (Compl. ¶34).
Fourth Cause of Action: Declaratory Judgment
In its Fourth Cause of Action, Victaulic seeks a declaratory judgment under 28 U.S.C. §§ 2201 and 2202 against both Ferguson and Wilson. The complaint requests the court to declare the following:
- (i) The Non-Compete Agreement is valid and enforceable;
- (ii) Wilson’s employment with Ferguson violates the Non-Compete Agreement;
- (iii) Ferguson’s employment of Wilson constitutes tortious interference; and
- (iv) The 18-month restricted period is tolled during Wilson’s breach (Compl. Fourth Cause of Action).
The complaint asserts that “The Non-Compete Agreement is valid and enforceable” under Pennsylvania law (Compl. ¶107). Victaulic argues that an actual controversy exists over the enforceability of the agreement, as Ferguson and Wilson contend that Wilson’s employment does not violate its terms (Compl. ¶103-104). Victaulic seeks declaratory relief to confirm the validity of the agreement’s provisions, including §6(b)(i), which prohibits employment with any business competing with Victaulic for 18 months post-termination, and §6(b)(ii), which enumerates specific competitors such as Tyco International Ltd. and Mueller Industries Inc. (Compl. §6(b)(i)-(ii)).
Legal Framework: Enforcement of Non-Compete Agreements
The complaint references Pennsylvania law, which governs the enforceability of non-competition agreements. Victaulic asserts that the agreement is valid and enforceable, as it is intended to protect its customer relationships and confidential business information, as outlined in §2 and §6 of the agreement. The complaint cites §8, which entitles Victaulic to injunctive relief without bond for any breach of the restrictive covenants, and §9, which permits courts to reform ("blue pencil") overbroad terms to make them enforceable (Compl. §8, §9).
Victaulic seeks declaratory relief to confirm the validity and enforceability of the Non-Compete Agreement, as well as injunctive relief to prevent Wilson from working for Ferguson or any competitor during the 18-month restricted period. Specifically, Victaulic requests the court to:
- Enjoin Wilson from breaching the Non-Compete Agreement;
- Enjoin Wilson from working for Ferguson or any competitor during the 18-month restricted period;
- Enjoin Ferguson from employing Wilson in violation of the Non-Compete Agreement; and
- Enjoin Ferguson from tortiously interfering with other Victaulic employees’ Non-Compete Agreements (Compl. Prayer for Relief).
The complaint alleges that Victaulic’s confidential information, as defined in §2 and ¶31, includes financial and business information, sales data, pricing strategies, customer lists, and product development plans, all of which Wilson was privy to during his employment (Compl. §2, ¶31). Victaulic argues that the disclosure or use of this information by Wilson in his role at Ferguson would cause irreparable harm, justifying the requested injunctive relief. The complaint further alleges that Wilson’s employment with Ferguson violates §6(b)(iii), which prohibits sales employees from contacting the same customers or territories post-termination, and §6(c)(i), which prohibits soliciting Victaulic’s customers (Compl. §6(b)(iii), §6(c)(i)).
Broader Competitive Strategy: Ferguson’s Transition from Distributor to Competitor
Victaulic frames Ferguson’s hiring of Wilson as part of a broader strategy to transition from a distributor to a direct competitor. The complaint alleges that Ferguson’s commercial relationship with Victaulic deteriorated in 2025 due to Ferguson’s promotion of competing products, which Victaulic contends directly competes with its mechanical pipe-joining systems (Compl. ¶37, ¶40). Victaulic further alleges that Ferguson sought to hire Victaulic employees to leverage their market knowledge and customer relationships, thereby gaining a competitive advantage in violation of §6(c)(ii), which prohibits inducing Victaulic employees to terminate their employment (Compl. §6(c)(ii), ¶42).
The complaint describes Ferguson’s actions as a calculated campaign to misappropriate Victaulic’s investments in its workforce and confidential information, as defined in §2 and ¶31 of the agreement. Victaulic alleges that Ferguson’s hiring of Wilson is the latest instance of this strategy, following similar efforts to recruit other Victaulic sales personnel. The complaint states that Victaulic has made substantial investments in employee training and development, which Ferguson allegedly sought to exploit (Compl. ¶19). Victaulic contends that Ferguson’s tortious acts in Pennsylvania caused injury to Victaulic, including the loss of hundreds of millions of dollars in annual product sales and purchases at the height of their commercial relationship (Compl. ¶2, ¶16).
Victaulic further alleges that Ferguson’s conduct constitutes unfair competition. The complaint states that Ferguson intentionally recruited Wilson to exploit Victaulic’s investments in its workforce and confidential information, in violation of §2 and §6 of the Non-Compete Agreement. Victaulic seeks damages for unfair competition, arguing that Ferguson’s actions were egregious, malicious, willful, wanton, and in bad faith, as outlined in ¶83-84 and ¶88-89 of the complaint. The complaint alleges that Ferguson’s misconduct reflects a broader strategy to appropriate Victaulic’s investments in its workforce and confidential information, as defined in §2 and ¶31 (Compl. §2, ¶31).
Victaulic contends that Ferguson’s employment of Wilson is part of a deliberate scheme to misappropriate Victaulic’s competitive advantages, including its confidential business information, customer relationships, and specialized training. The complaint emphasizes that Victaulic’s confidential information includes financial and business information, sales data, pricing strategies, customer lists, and product development plans, all of which are protected under §2 of the agreement (Compl. §2).
Jurisdictional and Procedural Details
The complaint was filed on August 5, 2026, in the U.S. District Court for the Eastern District of Pennsylvania, with the docket number implied as 5:26-cv-05563-CH based on the exhibits (Compl. Filing Date). Victaulic asserts diversity jurisdiction, alleging that the amount in controversy exceeds $75,000, as required for federal jurisdiction (Compl. ¶14). The complaint seeks damages in excess of $75,000 for each of its claims, including tortious interference, unfair competition, and breach of contract (Compl. ¶77, ¶87, ¶98).
Victaulic is represented by Nina T. Martinez, Esq., of Pillsbury Winthrop Shaw Pittman LLP, while Ferguson Enterprises, LLC, is represented by David L. Greenspan, Esq., of McGuireWoods LLP. The complaint does not specify the judge assigned to the case.
Counsel represents Victaulic Company in the matter.
The allegations described here are taken from the filing and remain unproven; no responsive pleading is reflected in the source document.
David Brunk is a civil litigation attorney. He can be reached at david@newmanbrunk.com.
From the Complaint Public Court Record
IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA VICTAULIC COMPANY, Plaintiff, v. FERGUSON ENTERPRISES, LLC and STEVEN WILSON, Defendants. COMPLAINT Case No._____________ Plaintiff Victaulic Company (“Victaulic”), by and through its undersigned counsel, for its Complaint against Defendants Ferguson Enterprises, LLC (“Ferguson”) and Steven Wilson (“Wilson,” together with Ferguson, the “Defendants”), alleges as follows: NATURE OF THE ACTION 1. This case arises from Ferguson’s calculated campaign to transform itself from one of Victaulic’s largest distributors into one of its principal competitors—not by legitimately building a business from the ground up—but rather by targeting Victaulic’s workforce and misappropriating its confidential information, unlawfully leveraging the very people, customer relationships, goodwill, and competitive intelligence that Victaulic spent decades developing. 2. For years, Victaulic and Ferguson mutually benefitted from a productive manufacturer-distributor relationship that, at its height, generated hundreds of millions of dollars in annual product sales. Through that relationship, Ferguson gained a unique understanding of Victaulic’s business, including the value of key members of Victaulic’s highly-trained sales force. 3. The parties’ commercial relationship deteriorated in late 2025 because of Ferguson’s continual promotion of competing products. Even before the end of the relationship, Ferguson began to build a competing operation promoting competing product lines, steering
- 2 - customers away from Victaulic products, and recruiting key Victaulic personnel with intimate knowledge of Victaulic’s customers, projects, pricing, sales methods, and confidential business information, to make that all achievable. Ferguson’s above-market level compensation packages offered to key Victaulic sales personnel underscore the extraordinary lengths Ferguson has been willing to g
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