United States District Court, D. Maryland
Partners in Travel, Inc.
Charynn R. Marshall et al.
Catherine C Blake United States District Judge
Partners in Travel, Inc. ("PIT") is a travel agency
located in Maryland. Charynn Marshall and Larry Marshall both
worked as travel agents for PIT and currently reside in
Florida. PIT has sued Charynn Marshall and Larry Marshall
(collectively, the "Marshalls") alleging that they
held themselves out as travel agents for PIT while booking
customers through another travel agency; overpaid themselves
from PIT funds; and used PIT's credentials to change its
page on a wedding planning website to bear the name of a
rival travel agency. PIT brings claims for false designation
of origin/unfair competition under the Lanham Act, 15 U.S.C.
§ 1125(a) (Count I); unfair competition under state law
(Count II); breach of contract (Count III); breach of the
fiduciary duty of loyalty (Count IV); aiding and abetting the
breach of the fiduciary duty of loyalty (Count V); and unjust
enrichment (Count VI). The Marshalls have filed a motion to
dismiss for failure to state a claim and/or lack of subject
matter jurisdiction. The motion has been fully briefed and no
oral argument is necessary. For the reasons stated below, the
court will deny the Marshalls' motion to dismiss.
Marshalls began working for PIT in 2006, with Larry Marshall
as a travel agent, and Charynn Marshall as the operations
manager. (ECF 1, Compl. ¶¶ 16-17, 19). Charynn
Marshall ceased being PIT's operations manager around
December 31, 2017, but then became a travel agent for PIT.
(Id., ¶¶ 18-20). According to PIT, pursuant
to their agent agreements, the Marshalls agreed "to be
an exclusive agent of PIT and not to perform travel agent
services for any other travel agency" while the
agreements were in effect. (Id. ¶¶ 17-18).
According to PIT, two emails sent by Charynn Marshall in
early 2018 demonstrate that the Marshalls "harbor an
animosity towards" PIT. (Id. ¶¶
21-22, 25). These emails relate to certain benefits that
Charynn Marshall believed she was entitled to that she did
not receive. (Id. ¶ 21).
to PIT, in December 2018, PIT received a call from
Gwendalynne Corkran seeking to cancel a cruise to Cuba that
she and Robert Edward Corkran had booked through the
Marshalls. (Id. ¶ 28; ECF 1-4, Travel
Confirmation). The cruise, however, had actually been booked
by the Marshalls on or about May 27, 2018, through another
travel agency, Four Seasons Travel. (Compl. ¶ 29). The
Corkrans told PIT that "they mistakenly believed they
were booking through [PIT], not through a different travel
agency." (Id. ¶ 33). PIT alleges that the
Marshalls "held themselves out as agents booking through
PIT, including, but not limited to, in e-mails and on social
media sites" and "never disclosed to the"
Corkrans that they were booking through another travel
agency. (Id. ¶ 30).
after communicating with the Corkrans, PIT "terminated
its agency relationships with the Marshalls," reviewed
the Marshalls' records, and "discovered that the
Marshalls, while  Charynn Marshall was its operations
manager, consistently overpaid themselves and misused
PIT's funds to pay for personal expenses including, for
example, dinners, wine and a trip to a nail salon."
(Id. ¶¶ 34, 35). PIT alleges that between
2015 and 2017, "the Marshalls overpaid themselves
approximately $28, 000 and took another approximate $20, 000
for personal expenses." (Id. ¶ 36).
PIT alleges that Charynn Marshall "continues to falsely
affiliate herself with PIT as evidenced by her Linkedln
account." (Id. ¶ 31). PIT also alleges
that, in January 2019, the Marshal Is used PIT's
credentials, without permission, to access PIT's online
account with The Knot ("a premier wedding planning
website"), and "switched PIT's
'storefront' name to Four Seasons Travel and usurped
from PIT a banner advertisement from The Knot using it to
advertise Four Seasons Travel." (Id. ¶
brings Lanham Act, state law unfair competition, and breach
of contract claims (Counts I, II, and III) related to the
alleged use of "Partners in Travel" while booking
for another travel agency, and the alleged interference with
PIT's "The Knot" account. The claims for breach
of the fiduciary duty of loyalty, aiding and abetting the
breach of the fiduciary duty of loyalty, and unjust
enrichment (Counts IV, V, and VI) relate to the alleged
overpayments while Charynn Marshall was operations manager.
survive a motion to dismiss, the factual allegations of a
complaint "must be enough to raise a right to relief
above the speculative level on the assumption that all the
allegations in the complaint are true (even if doubtful in
fact)." Bell Atlantic Corp. v. Twombly, 550
U.S. 544, 555 (2007) (internal citations omitted). "To
satisfy this standard, a plaintiff need not
'forecast' evidence sufficient to prove the elements
of the claim. However, the complaint must allege sufficient
facts to establish those elements." Walters v.
McMahen, 684 F.3d 435, 439 (4th Cir. 2012) (citation
omitted). "Thus, while a plaintiff does not need to
demonstrate in a complaint that the right to relief is
'probable,' the complaint must advance the plaintiffs
claim 'across the line from conceivable to
plausible.'" Id. (quoting Twombly,
550 U.S. at 570). Additionally, although courts "must
view the facts alleged in the light most favorable to the
plaintiff," they "will not accept 'legal
conclusions couched as facts or unwarranted inferences,
unreasonable conclusions, or arguments'" in deciding
whether a case should survive a motion to dismiss. U.S.
ex rel Nathan v. Takeda Pharm. North Am., Inc., 707 F.3d
451, 455 (4th Cir. 2013) (quoting Wag More Dogs, LLC v.
Cozart, 680 F.3d 359, 365 (4th Cir. 2012)).
Designation of Origin/Unfair Competition
15 U.S.C. 1125(a):
Any person who, on or in connection with any goods or
services, or any container for goods, uses in commerce any
word, term, name, symbol, or device, or any combination
thereof, or any false designation of origin, false or
misleading description of ...