United States District Court, D. Maryland
W. TITUS UNITED STATES DISTRICT JUDGE
3, 2016, Seneca One Finance, Inc. filed a Complaint in the
Circuit Court for Montgomery County, Maryland against former
employee Kris Bloshuk. Seneca One alleged that Ms. Bloshuk
breached the non-competition and non-solicitation provisions
of her employment contract, and that she engaged in a civil
conspiracy with her new employer, DRB Capital, to breach Ms.
Bloshuk's contract with and fiduciary duties to Seneca
One. ECF No. 2. Seneca One also sought an accounting from Ms.
Bloshuk for monies unjustly received as a result of her
alleged breach. Id. Ms. Bloshuk removed the case to
this Court on June 3, 2016, ECF No. 1, and on June 10, 2016
filed a Motion to Dismiss pursuant to Federal Rule of Civil
Procedure 12(b)(6), ECF No. 12. A Motions Hearing was held on
August 10, 2016. ECF No. 20. For the reasons that follow, Ms.
Bloshuk's Motion to Dismiss will be granted.
Seneca One's Business
One engages in what it describes as the “highly
competitive business of receivable factoring and financing,
including financial services and solutions for recipients of
deferred payments.” ECF No. 2 ¶ 6. Put simply, its
principal activity is to purchase for a lump sum all or a
portion of structured settlement annuities or other deferred
payment plans. Seneca One identifies structured
settlement annuitants or recipients of other deferred
payments and alleged that it then works with these
individuals with a goal toward finalizing the purchase of the
structured settlement payments. Id. ¶ 7. After
Seneca One closes a deal with a customer, it alleged that it
“commits significant resources to ensure that the
customer's experience is a positive one, ”
including bearing the costs to obtain court approval of the
transaction and advancing large sums of money to the customer
prior to obtaining court approval. Id. ¶ 17. It
is through these efforts, Seneca One alleged, that Seneca One
“builds goodwill with customers and enables Seneca One
representatives to build on that goodwill and establish
relationships with customers.” Id. The names
of these annuitants are usually a matter of public record,
and Seneca One allegedly engages in this business throughout
the United States. See Id. ¶ 6; ECF No. 15, at
4 (“the names of structured settlement annuitants are
in the public record.”).
Ms. Bloshuk's Employment History
September 2013, Ms. Bloshuk began working at Seneca One as an
“Annuity Specialist.” ECF No. 2 ¶ 18.
Annuity Specialists “manage day-to-day relationships
with structured settlement annuitants, ” and create and
build relationships with customers and prospective customers.
Id. ¶ 12. To do so, they “monitor and
manage customer information that is kept in Seneca One's
proprietary customer database.” Id. The names
of structured settlement annuitants are usually in the public
record, but Seneca One alleged that Annuity Specialists often
become “privy to private information” of
customers and potential customers. Id. ¶ 14.
Ms. Bloshuk was promoted to the position of Purchasing
Manager in March 2015. In this position, she continued to
carry out the responsibilities of an Annuity Specialist while
also managing other Annuity Specialists. Id. ¶
condition of her employment, Ms. Bloshuk signed the
“Seneca One Finance, Inc. Confidentiality,
Non-Solicitation, and Non-Competition Agreement”
(“the Contract”), discussed in further detail
below, pursuant to which she agreed that she would neither
compete against Seneca One nor contact or solicit any
potential or existing customer of Seneca One during her
employment and for one year thereafter. ECF No. 2 ¶
January 7, 2016, Ms. Bloshuk resigned from her employment
with Seneca One and immediately began working for DRB Capital
(“DRB”), one of Seneca One's competitors. ECF
No. 2 ¶ 24-25. Seneca One alleged that in early January
2016, prior to her resignation, Ms. Bloshuk “agreed to
accept employment with DRB.” It further alleged that,
“on information and belief, at about this time, ”
Ms. Bloshuk diverted or, at minimum, “discouraged,
” a potential customer of Seneca One, Theresa Serna,
from engaging in a transaction offered by Seneca One in favor
of offers made by DRB. Id. ¶ 27. “Soon
after joining DRB, ” Ms. Bloshuk assisted in soliciting
Ms. Serna on behalf of DRB. Id. Seneca One further
alleged that while she was still employed at the company, Ms.
Bloshuk “leveraged Seneca One's goodwill” to
establish a relationship with another structured settlement
annuitant, Anna Donahue, and then solicited Ms. Donahue after
joining DRB. Id. ¶ 28.
Bloshuk moved to dismiss the Complaint pursuant to Rule
12(b)(6), arguing that the non-competition and non-solicit
provisions are facially overbroad and unenforceable, and that
even if the non-solicit provision is enforceable, Seneca One
failed to state a claim that she was in breach. ECF No. 12-1.
She moved to dismiss Seneca One's claim for an accounting
on the grounds that (1) she is not the sole possessor of the
records containing the information sought, (2) Seneca One has
not alleged that she has a duty to render an accounting, and
(3) Seneca One improperly alleged an entitlement to money
damages rather than just financial information. Id.
at 15. Last, Ms. Bloshuk argued that Seneca One's civil
conspiracy claim should be dismissed because Seneca One did
not allege any agreement between her and DRB, and because she
and DRB are not capable of committing the underlying torts.
Id. at 18.
purpose of a motion to dismiss under Rule 12(b)(6) is
“to test the sufficiency of a complaint.”
Edwards v. City of Goldsboro, 178 F.3d 231, 243 (4th
Cir. 1999). The Supreme Court has further articulated the
standard applicable to Rule 12(b)(6) motions. See
Ashcroft v. Iqbal, 556 U.S. 662 (2009); Bell
Atlantic Corp. v. Twombly, 550 U.S. 544 (2007). Rule 8
“requires a ‘showing, ' rather than a blanket
assertion, of entitlement to relief.” Twombly,
550 U.S. at 556 n.3. To survive a motion to dismiss, a
complaint must put forth “plausible claim[s] for
relief.” Francis v. Giacomelli, 588 F.3d 186,
192 (4th Cir. 2009). “But where the well-pleaded facts
do not permit the court to infer more than the mere
possibility of misconduct, the complaint has alleged-but it
has not ‘show[n]'-‘that the pleader is
entitled to relief.'” Iqbal, 556 U.S. at
679 (quoting Fed.R.Civ.P. 8(a)(2)).
The Non-Competition and Non-Solicitation Provisions are