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Aerotek, Inc. v. Obercian

United States District Court, D. Maryland

March 27, 2019

AEROTEK, INC., Plaintiff and Counter-Defendant,
v.
CHRISTINE M. OBERCIAN, Defendant and Counter-Plaintiff.

          MEMORANDUM OPINION

          George L. Russell, III United States District Judge.

         THIS MATTER is before the Court on Defendant Christine M. Obercian's Motion for Partial Summary Judgment (ECF No. 41) and Plaintiff Aerotek, Inc.'s (“Aerotek”) Cross-Motion for Summary Judgment (ECF No. 48). This employment dispute arises from Obercian's December 1, 2016 departure from Aerotek and subsequent employment at Beacon Hill Staffing Group, LLC (“Beacon Hill”). The Motions are ripe for disposition, and no hearing is necessary. See Local Rule 105.6 (D.Md. 2018). For the reasons outlined below, the Court will grant in part and deny in part Obercian's Motion and deny Aerotek's Cross-Motion.

         I. BACKGROUND[1]

         On January 13, 2014, Obercian began working for Aerotek, a Maryland company that provides recruiting and staffing services to companies across the United States. (Am. Compl. ¶¶ 3, 7, ECF No. 37). Aerotek hired Obercian for the position of Operations Manager of Clinical Solutions for its affiliate, Aerotek Scientific, LLC, in Wayne, Pennsylvania. (Id. ¶¶ 13-14). In her role as Operations Manager, Obercian focused on the life sciences field and oversaw particular clients and engagements. (Id. ¶ 14; McKenna Dep. 13:4-7, May 30, 2018, ECF No. 44-2 (sealed)).

         On her first day of employment with Aerotek, Obercian signed an Employment Contract (the “Agreement”) that contained three provisions which form the core of this dispute: a Noncompete Provision, a Nonsolicitation Provision, and an Early Resolution Conference (“ERC”) Provision. (Am. Compl. ¶¶ 23-29). Under the Noncompete Provision, Obercian may not:

[F]or a period of eighteen (18) months [after termination of employment] . . . directly or indirectly engage in or prepare to engage in, or be employed by, any business that is engaging in or preparing to engage in any aspect of AEROTEK's Business for which [Obercian] performed service or about which [Obercian] obtained Confidential Information during the two (2) year period preceding termination of [Obercian's] employment, within a radius of fifty (50) miles from the office in which [Obercian] worked at the time [Obercian's] employment terminated or any other office in which [Obercian] worked during the two (2) year period preceding termination of [Obercian's] employment.

(Id. ¶ 24; Def.'s Mot. Summ. J. [“Def.'s Mot.”] Ex. 4 [“Agreement”] ¶ 3, ECF No. 41-4). The Nonsolicitation Provision prohibited Obercian from:

[c]ommunicat[ing] with any individual, corporation or other entity which is a customer of AEROTEK and about which [Obercian] obtained Confidential Information or with which [Obercian] did business on AEROTEK's behalf during the two (2) year period preceding termination of [Obercian's] employment for the purpose of (i) entering into any business relationship with such customer of AEROTEK if the business relationship is competitive with any aspect of AEROTEK's Business for which [Obercian] performed services or about which [Obercian] obtained Confidential Information during the two (2) year period preceding termination of employment, or (ii) reducing or eliminating the business such customer conducts with AEROTEK.

(Am. Compl. ¶ 24; Agreement ¶ 4). The ERC Provision required Obercian to give Aerotek:

[W]ritten notice at least fourteen (14) days prior to (a) violating [the Noncompete Provision or Nonsolicitation Provision][2]; and/or (b) challenging the enforceability of [the Noncompete Provision or Nonsolicitation Provision] (including subparts), and will participate in a mediation or in-person conference if requested to do so by AEROTEK within thirty (30) days of such a request in order to help avoid unnecessary legal disputes. Should [Obercian] fail to comply with this Paragraph's notice or mediation/in-person conference requirement, [Obercian] acknowledges and agrees that such failure will serve as a waiver of [Obercian's] right to challenge the enforceability of [the Noncompete Provision or Nonsolicitation Provision].

(Am. Compl. ¶ 27; Agreement ¶ 13). In September 2014, Obercian transitioned to the role of Practice Lead. (McKenna Dep. 13:19-14:13). As Practice Lead, Obercian acted as a liaison between various Aerotek departments to support customers' needs. (McKenna Dep. 13:11-18).

         On December 1, 2016, Obercian resigned from Aerotek. (Am. Compl. ¶ 30). Around December 5, 2016, Obercian began working for Beacon Hill as a Division Director of the Beacon Hill Pharma division. (Id. ¶ 33). In her position at Beacon Hill, Obercian recruited and placed individuals in positions with Beacon Hill clients. (Id. ¶ 34). She worked in Beacon Hill's King of Prussia, Pennsylvania office, which is located approximately ten miles from her former Aerotek office. (Id. ¶ 36).

         On April 6, 2017, Aerotek sued Obercian. (ECF No. 1). On June 5, 2018, Aerotek filed an Amended Complaint. (ECF No. 37). Aerotek's Amended Complaint alleges a single Count: breach of contract (Count I). (Am. Compl. ¶¶ 39-48). Aerotek seeks injunctive relief and monetary damages. (Id. ¶ 48).

         On June 20, 2018, Obercian filed an Answer to the Amended Complaint and Counterclaim (ECF No. 40). Obercian brings a single Counter claim, alleging a violation of the Maryland Wage Payment and Collection Law (the “MWPCL”), Md. Code Ann., Lab. & Empl. [“L&E”] §§ 3-501 et. seq. (West 2018) (Count I). (Countercl. ¶¶ 6-12, ECF No. 40). Obercian seeks monetary damages. (Id. ¶ 12).

         Obercian filed her Motion for Summary Judgment on July 13, 2018. (ECF No. 41). On August 3, 2018, Aerotek filed an Opposition and Cross-Motion for Summary Judgment. (ECF No. 48). Obercian filed an Opposition and Reply on August 24, 2018. (ECF No. 52). Aerotek filed a Reply on September 24, 2018. (ECF No. 58).

         II. DISCUSSION

         A. Standards of Review

         1. Summary Judgment

         In reviewing a motion for summary judgment, the Court views the facts in a light most favorable to the nonmovant, drawing all justifiable inferences in that party's favor. Ricci v. DeStefano, 557 U.S. 557, 586 (2009); Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986) (citing Adickes v. S.H. Kress & Co., 398 U.S. 144, 158-59 (1970)). Summary judgment is proper when the movant demonstrates, through “particular parts of materials in the record, including depositions, documents, electronically stored information, affidavits or declarations, stipulations . . . admissions, interrogatory answers, or other materials, ” 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), (c)(1)(A). Significantly, a party must be able to present the materials it cites in “a form that would be admissible in evidence, ” Fed.R.Civ.P. 56(c)(2), and supporting affidavits and declarations “must be made on personal knowledge” and “set out facts that would be admissible in evidence, ” Fed.R.Civ.P. 56(c)(4).

         Once a motion for summary judgment is properly made and supported, the burden shifts to the nonmovant to identify evidence showing there is genuine dispute of material fact. See Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586-87 (1986). The nonmovant cannot create a genuine dispute of material fact “through mere speculation or the building of one inference upon another.” Othentec Ltd. v. Phelan, 526 F.3d 135, 141 (4th Cir. 2008) (quoting Beale v. Hardy, 769 F.2d 213, 214 (4th Cir. 1985)).

         A “material fact” is one that might affect the outcome of a party's case. Anderson, 477 U.S. at 248; see also JKC Holding Co. v. Wash. Sports Ventures, Inc., 264 F.3d 459, 465 (4th Cir. 2001) (citing Hooven-Lewis v. Caldera, 249 F.3d 259, 265 (4th Cir. 2001)). Whether a fact is considered to be “material” is determined by the substantive law, and “[o]nly disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment.” Anderson, 477 U.S. at 248; accord Hooven-Lewis, 249 F.3d at 265. A “genuine” dispute concerning a “material” fact arises when the evidence is sufficient to allow a reasonable jury to return a verdict in the nonmoving party's favor. Anderson, 477 U.S. at 248. If the nonmovant has failed to make a sufficient showing on an essential element of her case where she has the burden of proof, “there can be ‘no genuine [dispute] as to any material fact,' since a complete failure of proof concerning an essential element of the nonmoving party's case necessarily renders all other facts immaterial.” Celotex Corp. v. Catrett, 477 U.S. 317, 322-23 (1986).

         2. Cross-Motions for Summary Judgment

         When the parties have filed cross-motions for summary judgment, 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) (quoting Philip Morris Inc. v. Harshbarger, 122 F.3d 58, 62 n.4 (1st Cir. 1997)). Moreover, “[w]hen considering each individual motion, the court must take care to ‘resolve all factual disputes and any competing, rational inferences in the light most favorable' to the party opposing that motion.” Id. (quoting Wightman v. Springfield Terminal Ry. Co., 100 F.3d 228, 230 (1st Cir. 1996)). The Court, however, must also abide by its “affirmative obligation” to “prevent factually unsupported claims and defenses” from going to trial. Drewitt v. Pratt, 999 F.2d 774, 778-79 (4th Cir. 1993) (quoting Felty v. Graves-Humphreys Co., 818 F.2d 1126, 1128 (4th Cir. 1987)). If the evidence presented by the nonmovant is merely colorable, or is not significantly probative, summary judgment must be granted. Anderson, 477 U.S. at 249-50.

         B. Analysis

         1. Obercian's Motion for Summary Judgment

         Obercian argues that the Court should grant summary judgment in her favor as to Aerotek's breach of contract claim because contract terms she allegedly breached-the Noncompete, Nonsolicitation, and ERC Provisions-are unenforceable. The Court first addresses the facial and factual enforceability of the Noncompete Provision.

         “To prevail in an action for breach of contract, a plaintiff must prove that the defendant owed the plaintiff a contractual obligation and that the defendant breached that obligation.” Taylor v. NationsBank, N.A., 776 A.2d 645, 651 (Md. 2001). Thus, if the restrictive covenants in the Agreement are unenforceable, Aerotek's claims would fail as a matter of law because there is no contractual obligation. The Court can, however, modify them to make them enforceable under Maryland's “blue pencil” rule.[3] Even so, a genuine dispute of material fact exists as to both the Noncompete and the Nonsoliciation Provisions. Accordingly, the Court will deny Obercian's Motion as to these provisions.

         Under Maryland law, [4] whether a restrictive covenant is enforceable depends upon the unique language of the covenant at issue, Holloway v. Faw, Casson & Co., 572 A.2d 510, 515 (Md. 1990), and the specific facts of the case, Ruhl v. F.A. Bartlett Tree Expert Co., 225 A.2d 288, 291 (Md. 1967). To be enforceable, a restrictive covenant must satisfy the following four requirements: “(1) the employer must have a legally protected interest”; “(2) the restrictive covenant must be no wider in scope and duration than is reasonably necessary to protect the employer's interest”; “(3) the covenant cannot impose an undue hardship on the employee”; and “(4) the covenant cannot violate public policy.” Deutsche Post Global Mail, Ltd. v. Conrad, 116 Fed.Appx. 435');">116 Fed.Appx. 435, 438 (4th Cir. 2004) (citing Silver v. Goldberger, 188 A.2d 155, 158 (Md. 1963)).

         a. Noncompete Provision

         i. Facial Enforceability

         Obercian contends that the Noncompete Provision is overbroad because it would bar her from working for competitors of Aerotek, regardless of the scope of her position at the competitor. The Court agrees, but the overbroad portion of the provision can be excised, making Noncompete Provision enforceable. Because neither party argues that the Noncompete Provision violates public policy or imposes an undue hardship on Obercian, the Court will focus its discussion on Aerotek's legally protected interest and the Noncompete Provision's scope.

         aa. Legally ...


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