Partners In Travel, Inc. v. Marshall

          MEMORANDUM

          Catherine C Blake United States District Judge

         Plaintiff 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.^[1] 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.

         FACTS

         The 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).^[2] 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).

         According 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).

         Shortly 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).

         Further, 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. ¶ 41).

         PIT 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.

         STANDARD OF REVIEW

         To 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)).

         ANALYSIS

         False Designation of Origin/Unfair Competition

         Under 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 ...