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Vivid Impact Co., LLC v. Ellis

United States District Court, W.D. Kentucky, Louisville Division

November 16, 2017



          Joseph H. McKinley, Jr., Chief Judge

         This 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 DENIED.

         I. Background

         Plaintiff 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.)

         While 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.)

         Finkbiner 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.)

         The 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. ¶ 63.)

         Soon 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.)

         On 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.

         II. Standard of Review

         Upon a 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 Fed.R.Civ.P. 8(a)(2)).

         If “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).

         III. Discussion

         Defendant 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 ...

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