United States District Court, D. Maryland
Catherine C. Blake United States District Judge.
Fyfe Co., LLC (“Fyfe”), Fibrwrap Construction
Services, Inc., and Fibrwrap Construction Services USA, Inc.
(“Fibrwrap”), bring this lawsuit against
defendant Structural Group, Inc. (“Structural”),
and individual defendants Jason Alexander, Mark Geraghty,
Anna Pridmore, and Shaun Loeding. They assert various tort
and breach of contract claims relating to the individual
defendants' resignation from Fyfe or its affiliated
companies. Now pending are plaintiffs' motion for partial
summary judgment (ECF No. 173), and defendants' motion
for summary judgment, or in the alternative, partial summary
judgment. (ECF No. 182).
motions are fully briefed, and no oral argument is necessary.
See Local R. 105.6. For the reasons set forth below,
plaintiffs' motion will be denied in part and denied in
part without prejudice, and defendants' motion will be
granted in part, denied in part, and denied in part without
manufactures products used in construction strengthening
systems for the repair and restoration of buildings; the
Fibrwrap plaintiffs specialize in concrete repairs as well as
the installation and construction of construction
strengthening system products. All plaintiffs are
incorporated in Delaware and headquartered in Missouri. (ECF
No 175, Ex. 2, ¶¶ 2-12). Defendant Structural,
allegedly a direct competitor of plaintiffs, is a specialty
construction, repair, and maintenance services company
incorporated and headquartered in Maryland. (ECF No. 67,
¶ 27; ECF No. 127, ¶ 27).
December 2012, each individual defendant worked for Fyfe or
its affiliated companies. (ECF No. 67, ¶ 64; ECF No.
127, ¶ 64). Alexander, Geraghty, and Pridmore are all
residents of California, and Loeding is a resident of New
York. As part of their employment contracts, Geraghty,
Pridmore, and Loeding (Vice President of Sales and Marketing
for Fibrwrap, Vice President of Pipelines for Fyfe, and Vice
President of Engineering for Fibrwrap, respectively) agreed
not to use Fyfe or its parent companies' confidential
information and trade secrets for his or her own personal
benefit or that of a third party. (ECF No. 1, Ex. 3; ECF No.
1, Ex. 4; ECF No. 1, Ex. 5). In addition, they agreed not to
“directly or indirectly participate in the recruitment,
solicitation or hiring” of any employee of Fyfe or its
parent companies by any other person or entity. (ECF No. 1,
Ex. 3, p. 3; ECF No. 1, Ex. 4, p. 3; ECF No. 1, Ex. 5, p. 2).
Likewise, Alexander, who held the position of Vice President
of both Fyfe and Fibrwrap, signed an Executive Employment
Agreement, which prohibited him from using confidential
information for anyone other than Fyfe, from engaging in
business that competed against Fyfe, and from soliciting its
employees to leave their employment. (ECF No. 175, Ex. 11).
individual defendants announced their resignations from Fyfe
or its parent companies on December 13, 2012-Alexander and
Loeding gave December 28, 2012, as their last day of
employment, and Pridmore and Geraghty gave December 31, 2012,
as their last day. (ECF No. 127, ¶ 64; ECF No. 175, Ex.
6, p. 3). Each began his or her new position at Structural
the following month. (Id.). Plaintiffs allege that,
during this time, each individual defendant solicited the
others to defect from Fyfe and its affiliated companies and
accept employment at Structural. (See ECF No. 67).
Plaintiffs also allege that, before leaving plaintiffs'
employ, the individual defendants destroyed plaintiffs'
files; improperly communicated with Structural; improperly
bid on projects without disclosing a conflict of interest;
and used plaintiffs' confidential information and trade
secrets at Structural to compete with plaintiffs. (See
filed their first complaint on January 16, 2013, seeking
damages and other relief for these alleged acts. (ECF No. 1).
They filed an amended complaint on January 22, 2013 (ECF No.
13), and after the court granted the individual
defendants' motion to dismiss, the plaintiffs filed a
second amended complaint on August 5, 2013. (ECF No. 67). Two
subsequent motions to dismiss were denied. (ECF No. 125). Ten
claims now remain against the defendants, either individually
or jointly: breach of contract (Counts I and V); breaches of
fiduciary duty and the duty of loyalty (Counts II and IV);
misappropriation of trade secrets (Count III); unfair
business practices (Count VII); aiding and abetting (Count
VIII); tortious interference with contractual relations
(Count IX); civil conspiracy (Count X); and preliminary and
permanent injunctive relief (Count XI).
their motion, plaintiffs assert they are entitled to summary
judgment in their favor on Counts II and IV, and parts of
Counts I and IX. (ECF No. 173). Defendants move for summary
judgment on all claims. (ECF No. 182).
Rule of Civil Procedure 56(a) provides that summary judgment
should be granted “if the movant shows that there is no
genuine dispute as to any material fact and the movant is
entitled to judgment as a matter of law.” Fed.R.Civ.P.
56(a). “A dispute is genuine if ‘a reasonable
jury could return a verdict for the nonmoving
party.'” Libertarian Party of Va. v. Judd,
718 F.3d 308, 313 (4th Cir. 2013) (quoting Dulaney v.
Packaging Corp. of Am., 673 F.3d 323, 330 (4th Cir.
2012). “A fact is material if it ‘might affect
the outcome of the suit under the governing law.'”
Id. (quoting Anderson v. Liberty Lobby,
Inc., 477 U.S. 242, 248 (1986)). Accordingly, “the
mere existence of some alleged factual dispute
between the parties will not defeat an otherwise properly
supported motion for summary judgment.”
Anderson, 477 U.S. at 247-48.
considering a motion for summary judgment, the court must
view the evidence in the light most favorable to the
nonmoving party and draw all reasonable inferences in that
party's favor. Dennis v. Columbia Colleton Med. Ctr.,
Inc., 290 F.3d 639, 645 (4th Cir. 2002). At the same
time, the court must “prevent factually unsupported
claims and defenses from proceeding to trial.”
Bouchat v. Balt. Ravens Football Club, Inc., 346
F.3d 514, 526 (4th Cir. 2003) (quoting Drewitt v.
Pratt, 999 F.2d 774, 778-79 (4th Cir. 2003)). The
critical question is whether a reasonable fact finder could
return a verdict for the non-moving party, or whether the
movant would, at trial, be entitled to judgment as a matter
of law. See Anderson, 477 U.S. 242; Shealy v.
Winston, 929 F.2d 1009, 1012 (4th Cir. 1991).
when reviewing cross-motions for summary judgment, as in this
case, the court must “review each motion separately on
its own merits to determine whether either of the parties
deserves judgment as a matter of law.” Rossignol v.
Voorhaar, 316 F.3d 516, 523 (4th Cir. 2003), cert.
denied, 540 U.S. 822 (2003) (internal citation and
quotation marks omitted). “The court must deny both
motions if it finds there is a genuine issue of material
fact, [b]ut if there is no genuine issue and one or the other
party is entitled to prevail as a matter of law, the court
will render judgment.” Thomas v. Artino, 723
F.Supp.2d 822, 829 (D. Md. 2010) (internal quotation marks
omitted) (citing 10A Charles Alan Wright, Arthur R. Miller
& Mary Kay Kane, Federal Practice and Procedure
§ 2720 (3d ed. 1983)).
the parties' respective motions for summary judgment,
each of the ten counts remaining in the second amended
complaint is at issue. To more efficiently address the
parties' arguments, this opinion is organized by type of
claim rather than by count. For the reasons that follow,
plaintiffs' motion for summary judgment will be denied in
part without prejudice (as to the Count II and IV claims for
breach of fiduciary duty and breach of duty of loyalty), and
denied in part (as to all remaining claims). Defendants'
cross-motion for summary judgment will be granted in part (as
to the portions of Counts I and IX arising from
Alexander's alleged breach of the non-compete, and Count
III in its entirety), denied in part without prejudice (as to
portions of Counts I and V arising from the alleged misuse of
confidential information, as well as the Count II and IV
claims for breach of fiduciary duty and breach of duty of
loyalty), and denied in part (as to all remaining claims).
Breach of Contract Claims
Under California Law, the Covenant Not to Compete in