Athenahealth, Inc. v. May

Filing 49

Judge Nathaniel M. Gorton: ENDORSED ORDER entered. MEMORANDUM AND ORDERFor the foregoing reasons, defendants motion to dismiss (Docket No. 43) is DENIED.(Caruso, Stephanie)

United States District Court
District of Massachusetts

Athenahealth, Inc.,
Plaintiff,
v.
Lauren May,
Defendant.

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Civil Action No.
16-11770-NMG

MEMORANDUM & ORDER
GORTON, J.
This case arises from an employment dispute between
Athenahealth, Inc. (“Athena” or “plaintiff”) and its former
employee, Lauren May (“May” or “defendant”) in which Athena
alleges that May failed to return, upon her termination, a
laptop computer provided to her by Athena for her work.
May moves to dismiss Athena’s claims against her for lack
of subject matter jurisdiction and for failure to state a claim
upon which relief can be granted.

For the reasons that follow,

defendant’s motion will be denied.
I.

Background
Athena, a Delaware corporation with its principle place of

business in Watertown, Massachusetts, is a nationwide provider
of web-based healthcare management services.

To meet client

needs as well as to find new clients, Athena invests in

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acquiring and maintaining a significant amount of information
about former, current and prospective clients.
May began working for Athena in or about November, 2011 at
the Watertown, Massachusetts office.

She later transferred to

Athena’s Princeton, New Jersey office on an unspecified date.
Sometime thereafter May began working remotely from her home in
New Jersey but, in or about June, 2016, the employment
relationship was terminated.
Section 1 of an employment agreement entered into by May
and Athena (“the Agreement”) when she began working for Athena,
provides that May “will immediately return to Athena all
[documents, data, property and confidential information]” upon
request or termination.
Relevant to the pending motion, Sections 8 and 10 of the
Agreement relate to dispute resolution.

Specifically, in

Section 8 of the Agreement, Athena reserved the right to pursue
equitable relief, “in addition to any other rights and remedies
it may have” in court.

Section 10, meanwhile, provides that:

[except under] Section 8, any dispute . . . concerning
Employee’s employment with or separation from Athena will
be referred to mediation . . . . [before being] brought in
a court of competent jurisdiction in the state in which the
office to which Employee reports is located.
Upon termination, May failed to return a laptop computer
that Athena provided her for work.

Moreover, she allegedly

downloaded Athena’s confidential information and sent it to her

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personal e-mail account shortly before the end of her
employment.

Athena alleges that these actions constitute 1) a

violation of the Defend Trade Secrets Act (“DTSA”), 18 U.S.C.
§ 1836 (Count I), 2) breaches of contract and the implied
covenant of good faith and fair dealing (Counts II and III,
respectively), 3) misappropriation (Counts IV and V), 4) breach
of fiduciary duty (Count VI) and 5) conversion (Count VII).
Athena filed its complaint against May in August, 2016.
The following day, it moved for an emergency temporary
restraining order (“TRO”) requesting that May be required to
return the laptop she had kept.

A TRO was entered by United

States District Judge F. Dennis Saylor IV on September 2, 2016,
directing May to return the subject computer or otherwise retain
custody but refrain from using it.

The computer was purportedly

then transferred to the custody of May’s attorney.
The TRO was extended by United States District Judge Indira
Talwani until this session issued a preliminary injunction
directing May to return the computer.

On November 2, 2016,

Athena filed a motion to find May in contempt for failure to
return the computer in violation of the preliminary injunction.
This session allowed that motion, in part, but denied it as moot
the following day because May had apparently complied with the
terms of the injunction.

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On January 6, 2017, May filed a motion to dismiss the case
for lack of subject matter jurisdiction and failure to state a
claim upon which relief can be granted.

That motion is the

subject of this memorandum.
II.

Defendant’s Motion to Dismiss
A.

Legal Standards
1.

Lack of Subject Matter Jurisdiction

In opposing a motion to dismiss for lack of subject matter
jurisdiction under Fed. R. Civ. P. 12(b)(1), the plaintiff bears
the burden of establishing that the Court has jurisdiction.
Lujan v. Defenders of Wildlife, 504 U.S. 555, 561 (1992).

If

the defendant mounts a “sufficiency challenge”, the court will
assess the sufficiency of the plaintiff’s jurisdictional
allegations by construing the complaint liberally, treating all
well-pled facts as true and drawing all reasonable inferences in
the plaintiff’s favor. Valentin v. Hospital Bella Vista, 254
F.3d 358, 363 (1st Cir. 2001).
If, however, the defendant advances a “factual challenge”
by controverting the accuracy, rather than the sufficiency, of
the alleged jurisdictional facts, “the plaintiff’s
jurisdictional averments are entitled to no presumptive weight”
and the court will consider the allegations by both parties and
resolve the factual disputes. Id.

The court has “broad

authority” in conducting the inquiry and can, in its discretion,

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consider extrinsic evidence in determining its own jurisdiction.
Id. at 363-64.
2.

Failure to State a Claim

To survive a motion to dismiss for failure to state a claim
under Fed. R. Civ. P. 12(b)(6), a complaint must contain
“sufficient factual matter” to state a claim for relief that is
actionable as a matter of law and “plausible on its face.”
Ashcroft v. Iqbal, 556 U.S. 662, 667 (2009) (quoting Bell Atl.
Corp. v. Twombly, 550 U.S. 544, 570 (2007)).

A claim is

facially plausible if, after accepting as true all nonconclusory factual allegations, the court can draw the
reasonable inference that the defendant is liable for the
misconduct alleged. Ocasio-Hernandez v. Fortuno-Burset, 640 F.3d
1, 12 (1st Cir. 2011).

A court may not disregard properly pled

factual allegations even if actual proof of those facts is
improbable. Id.

Rather, the relevant inquiry focuses on the

reasonableness of the inference of liability that the plaintiff
is asking the court to draw. Id. at 13.
When rendering that determination, a court may not look
beyond the facts alleged in the complaint, documents
incorporated by reference therein and facts susceptible to
judicial notice. Haley v. City of Boston, 657 F.3d 39, 46 (1st
Cir. 2011).

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B.

Application
1.

Subject Matter Jurisdiction

Defendant contends that this Court lacks diversity
jurisdiction, pursuant to 28 U.S.C. § 1332, because the amount
in controversy does not meet or exceed $75,000.

In assessing

the amount in controversy, “the sum claimed by the plaintiff
controls” unless it
appear[s] to a legal certainty that the claim is
really for less than the jurisdictional amount . . . .
Stewart v. Tupperware Corp., 356 F.3d 335, 338 (1st Cir. 2004)
(quoting St. Paul Mercury Indem. Co. v. Red Cab Co., 303 U.S.
283, 289 (1938)).

Given the alleged value of the confidential

and proprietary information in question, it cannot be said to a
legal certainty that the amount in question is not satisfied.
Accordingly, the Court has diversity jurisdiction over
plaintiff’s claims. See GEO Speciality Chems., Inc. v. Husisian,
951 F. Supp. 2d 32, 41 (D.D.C. 2013) (concluding that the court
had diversity jurisdiction because it is “not at all confident”
that the value of confidential information is less than
$75,000).
2.

Forum Selection Clause

Defendant also avers that this case should be dismissed for
failure to state a claim upon which relief can be granted
because her employment agreement contains a mandatory forum

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selection clause that favors New Jersey. See Claudio-De León v.
Sistema Universitario Ana G. Méndez, 775 F.3d 41, 46 (1st Cir.
2014) (“[A] motion to dismiss based on a forum selection clause
[is treated] as a motion alleging the failure to state a claim
for which relief can be granted under Rule 12(b)(6).” (quoting
Rivera v. Centro Médico de Turabo, Inc., 575 F.3d 10, 15 (1st
Cir. 2009))).
The Agreement provides that the appropriate forum for
resolving disputes is
in the state in which the office to which the
[e]mployee reports is located.
It is undisputed that defendant worked remotely primarily
from her home in New Jersey.

Plaintiff contends, however, that

defendant reported to the Massachusetts office and, thus, this
forum is proper.
Plaintiff has alleged that defendant’s manager and team
members worked in Massachusetts and that her employment ended in
large part because of her inability to work in-person with those
colleagues.

When defendant notified her manager of her move

from New Jersey to New York, she noted that her travel time to
Boston would be unchanged (though, presumably, the travel time
to Princeton, New Jersey would have increased).
Moreover, defendant has appeared before (and filed
pleadings in) this Court on multiple occasions and yet has

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failed to challenge venue.

Although a party’s appearance in a

particular court does not constitute a waiver of rights under a
forum selection clause, Silva v. Encyclopedia Britannica Inc.,
239 F.3d 385, 388 (1st Cir. 2001), defendant’s consistent
conduct during the course of this litigation is an
acknowledgement that she understands that Massachusetts is the
appropriate venue for this case.
Construing the facts in a light most favorable to the
plaintiff, as the Court must do, a reasonable inference may be
drawn that defendant reported to the office in Massachusetts
and, therefore, a district court sitting in Massachusetts is the
appropriate forum for this dispute.
Finally, defendant maintains that the complaint should be
dismissed because the employment agreement required mediation
prior to being brought to court.

That provision does not,

however, apply to the equitable remedies that plaintiff
initially sought in this case.

Furthermore, plaintiff notes

that mediation has since taken place.
Accordingly, plaintiff’s claims will not be dismissed for
failure to state a claim upon which relief can be granted.

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ORDER
For the foregoing reasons, defendant’s motion to dismiss
(Docket No. 43) is DENIED.

So ordered.
/s/ Nathaniel M. Gorton
d
Nathaniel M. Gorton
United States District Judge
Dated August 10, 2017

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