United States District Court, W.D. Kentucky, Louisville Division
MEMORANDUM OPINION AND ORDER
H. McKinley, Jr., Chief Judge
matter is before the Court on Defendant Clarks and Riggs
Printing, Inc.'s Motion to Dismiss [DN 8]. Fully briefed,
this matter is ripe for decision. For the following reasons,
the Defendant's Motion to Dismiss is
Vivid Impact Company, LLC (“Vivid Impact”) brings
this lawsuit against its former employee Michael Ellis, his
new employer Clark and Riggs Printing, Inc.
(“CRP”), and John Doe (who Plaintiff hopes to
identify through discovery). According to the Complaint,
Michael Ellis was an employee of Vivid Impact for 28 years.
(Id. ¶ 13.) While he was there, he rose to the
position of Vice President of Client Solutions. (Id.
¶ 14.) Because this position granted Ellis access to
Vivid Impact's trade secrets and confidential
information, he was asked to sign a Noncompetition and
Nondisclosure Agreement in March 2009 (the
“Contract”). (Id. ¶¶ 15-16.)
Nonetheless, sometime before June 2017, Ellis made plans to
leave Vivid Impact and join a competing company, CRP.
(Id. ¶¶ 29-30.)
he was still working at Vivid Impact, the Complaint alleges
that Ellis met with one of his coworkers, Marc Finkbiner, to
persuade Finkbiner to join him in leaving Vivid Impact for
CRP. In doing so, Ellis misrepresented that Vivid
Impact's owners were going to sell the company within the
next couple years. (Id. ¶ 33.) Finkbiner had
worked as a creative/design professional at Vivid Impact for
three years. (Id. ¶ 24.) As part of his job, he
worked on the account for GPM Investments, LLC. (Id.
¶ 25.) Ellis also informed Finkbiner at this meeting
that CRP was interested in Finkbiner helping to bring GPM
Investments over to the new company. (Id. ¶
35.) At the end of the meeting, Ellis provided Finkbiner with
the contact information for the owners of CRP and
instructions to call if he was interested in a job.
(Id. ¶¶ 36-37.)
did follow up with the owners of CRP and met with them
several days later. (Id. ¶¶ 37-38.) Like
Ellis, the owners of CRP encouraged Finkbiner to leave Vivid
Impact in order to join CRP and bring GPM Investments onboard
as a client. (Id. ¶ 39.) As a result of this
encouragement, Finkbiner resigned from Vivid Impact and began
his new employment at CRP on July 17, 2017. (Id.
¶¶ 40-41.) Soon thereafter, Finkbiner became aware
that Ellis had convinced some of Vivid Impact's clients
to switch their accounts to CRP. (Id. ¶ 46.)
Finkbiner grew concerned that CRP had hired him solely for
the purpose of poaching clients from Vivid Impact.
(Id. ¶ 47.) As a result, Finkbiner resigned
from CRP after just a week and returned to work at Vivid
Impact. (Id. ¶¶ 48-49.)
Complaint also alleges that, while still employed at Vivid
Impact, Ellis (potentially with the help of John Doe) used
his log on credentials to access Vivid Impact's customer
database. (Id. ¶ 50.) In doing so, Ellis
allegedly took information including customer names, contact
information, and special account terms. (Id. ¶
52.) Plaintiff believes Ellis disclosed this information
obtained from Vivid Impact's computer system to CRP.
(Id. ¶ 57.) Moreover, Plaintiff alleges that
Ellis deleted “swaths of sensitive and confidential
business emails and documents belonging to Vivid Impact from
a password-protected company computer.” (Id.
after, on July 21, 2017, Ellis resigned from his employment
with Vivid Impact without telling the company of his new job
at CRP. (Id. ¶ 58.) Vivid Impact reminded Ellis
of his obligations under the Contract but Ellis refused to
acknowledge that the Contract was binding. (Id.
¶¶ 60-61.) Counsel for CRP later informed Vivid
Impact that CRP intended to hire Ellis and believed the
Contract was unenforceable. (Id. ¶ 62.)
August 18, 2017, Plaintiff Vivid Impacts brought this lawsuit
against Ellis, CRP, and the unidentified individual who may
have assisted Ellis in taking information from the computer
system (John Doe). Defendant CRP now seeks to dismiss the
claims against it, asserting that the Plaintiff has failed to
bring a claim on which relief can be granted.
Standard of Review
motion to dismiss for failure to state a claim pursuant to
Fed.R.Civ.P. 12(b)(6), a court “must construe the
complaint in the light most favorable to plaintiffs, ”
League of United Latin Am. Citizens v. Bredesen, 500
F.3d 523, 527 (6th Cir. 2007) (citation omitted),
“accept all well-pled factual allegations as true,
” id., and determine whether the
“complaint . . . states a plausible claim for relief,
” Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009).
Under this standard, the plaintiff must provide the grounds
for its entitlement to relief, which “requires more
than labels and conclusions, and a formulaic recitation of
the elements of a cause of action.” Bell Atl. Corp.
v. Twombly, 550 U.S. 544, 555 (2007). A plaintiff
satisfies this standard only when it “pleads factual
content that allows the court to draw the reasonable
inference that the defendant is liable for the misconduct
alleged.” Iqbal, 556 U.S. at 678. A complaint
falls short if it pleads facts “merely consistent with
a defendant's liability” or if the alleged facts do
not “permit the court to infer more than the mere
possibility of misconduct.” Id. at 679.
Instead, “a complaint must contain a ‘short and
plain statement of the claim showing that the pleader is
entitled to relief.'” Id. at 663 (quoting
Fed.R.Civ.P. 8(a)(2)). “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.'” Id. at 679 (quoting
“matters outside the pleadings are presented to and not
excluded by the court” when ruling upon a motion under
Rule 12(b)(6), the Federal Rules require that “the
motion must be treated as one for summary judgment under Rule
56.” Fed.R.Civ.P. 12(d). This Rule does not require the
Court to convert a motion to dismiss into a motion for
summary judgment every time the Court reviews documents that
are not attached to the complaint. Greenberg v. Life Ins.
Co. of Va., 177 F.3d 507, 514 (6th Cir. 1999).
“[W]hen a document is referred to in the complaint and
is central to the plaintiff's claim . . . [, ] the
defendant may submit an authentic copy [of the document] to
the court to be considered on a motion to dismiss, and the
court's consideration of the document does not require
conversion of the motion to one for summary judgment.”
Id. (quotation omitted).
CRP seeks to dismiss all of the claims brought against it.
The Complaint includes three allegations against Defendant:
Count VII alleges that Defendant aided and abetted a breach
of fiduciary duty. Count IX alleges tortious interference
with a contract. Finally, in Count X, Plaintiff alleges that