U.S. Bank National Association v. Parker

Filing 19

OPINION, MEMORANDUM AND ORDER IT IS HEREBY ORDERED that Defendants Motion to Dismiss, [Doc.No. 9], is GRANTED. IT IS FURTHER ORDERED that Plaintiff may file a motion to amend within 14 days from the date of this Opinion, Memorandum and Order for the Courts consideration. 9 Signed by Honorable Henry E. Autrey on 7/9/10. (CLA)

U . S . Bank National Association v. Parker

D o c . 19

UNITED STATES DISTRICT COURT E A S T E R N DISTRICT OF MISSOURI E A S T E R N DIVISION U .S . BANK NATIONAL ASSOCIATION, ) ) Plaintiff, ) ) vs. ) ) M A R Y L. PARKER, ) ) Defendant. )

C a s e No. 4:09CV1755 HEA

O P IN I O N , MEMORANDUM AND ORDER T h is matter is before the Court on Defendant's Motion to Dismiss Plaintiffs' P e titio n , [Doc. No. 9]. Plaintiff opposes the Motion. For the reasons set forth b e lo w , the Motion is granted. F a cts and Background P la in tiffs brought this action against Defendant, a former employee, for b re a c h of contract, (Count I); tortious interference with business expectancy, ( C o u n t II); and misappropriation of trade secrets, (Count III). P la in tiff's petition alleges the following: D e fe n d a n t was a Wealth Management Advisor in the Private Client Reserve a n d Asset Management group of Defendant from November 16, 1987 until April, 2 0 0 9 . While employed with Plaintiff, Defendant entered into a Confidentiality and N o n -S o lic ita tio n Agreement with Plaintiff. As part of the Agreement, Defendant

Dockets.Justia.com

a g re e d for a period of one year following her separation from employment with P la in tiff not to contact Plaintiff's clients to solicit their business for any other e n tity , not to use Plaintiff's confidential information for such purposes, and to im m e d ia te ly return to Plaintiff all confidential information concerning Plaintiff's c lie n ts and business. D e fe n d a n t is now employed at Northern Trust. Plaintiff alleges that since D e fe n d a n t's employment with Northern Trust, and in direct violation of the A g re e m e n t, Defendant, both directly and through others, has contacted a number of c lie n ts in an attempt to induce them to end their relationship with Plaintiff and do b u s in e s s with her at Northern Trust. Plaintiff alleges "on information and belief" th a t Defendant failed to return to Plaintiff all confidential information, including in f o rm a tio n about Plaintiff's clients and their accounts, and has maintained such c o n fid e n tia l information in written form and/or on her personal computers, cell p h o n e s or other electronic information storage devices. Plaintiff claims that c o n tra ry to the terms of the Agreement, Defendant has used such confidential in fo rm a tio n for the purpose of soliciting Plaintiff's clients for Northern Trust. In support of its claims, Plaintiff alleges that: P r io r to departure from U.S. Bank, Parker asked one or more U .S . Bank employees how she could transition her clients from U.S. B a n k to a new employer. She was advised that she was bound by the te rm s of the Agreement and that the Agreement prohibited such
-2-

c o n ta c ts with U.S. Bank clients. Upon information and belief, within a short time after b e g in n in g work for Northern Trust, Parker contacted several clients w ith whom she had established relationships in the course of her e m p lo y m e n t with U.S. Bank for the purpose of inducing such clients to transfer their accounts to Northern Trust . On information and belief, Parker used confidential and p e rs o n a l information of these clients of U.S. Bank relating to their in v e s tm e n ts in making these contacts. Further, on information and b elie f, Parker created and maintained separate files containing U.S. B a n k customer information, either in written form or on her personal c e ll phone or other electronic information storage device, which she b ro u g h t with her to Northern Trust. On information and belief, Parker has continued to contact and s o lic it U.S. Bank clients, directly and indirectly, to move their b u s in e s s from U.S. Bank to Northern Trust. Some of the clients solicited by Parker have moved their a c c o u n ts and others have reported Parkers' contacts and solicitation to U .S . Bank, choosing to remain with the institution and account m a n a g e rs at U.S. Bank who have served them well over the years. Beginning before or shortly after April 26, 2009, Parker b re a c h e d her obligations under the Agreement by directly or indirectly s o lic itin g U.S. Bank's clients for the purpose of providing banking, in v e s tm e n t or financial services and products in a manner that would b en efit Parker and Northern Trust in direct competition with U.S. B a n k . Parker retained, duplicated, and used U.S. Bank's Confidential I n f o r m a tio n , including but not limited to customer names, addresses, te le p h o n e numbers and private account information, for the purposes o f soliciting, influencing or encouraging U.S. Bank's clients to do b u s in e s s with Parker after she left the employment of U.S. Bank and jo in e d Northern Trust.

-3-

D e fe n d a n t moves for dismissal for failure to state a cause of action. D is c u s sio n W h e n ruling on a motion to dismiss for failure to state a claim, the Court m u s t take as true the alleged facts and determine whether they are sufficient to ra is e more than a speculative right to relief. Bell Atl. Corp. v. Twombly, 550 U.S. 5 4 4 , 555-56 (2007). The Court does not, however, accept as true any allegation th a t is a legal conclusion. Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949-50 (2009). The c o m p la in t must have "`a short and plain statement of the claim showing that the [p la in tiff] is entitled to relief,' in order to `give the defendant fair notice of what th e . . . claim is and the grounds upon which it rests.'" Twombly, 550 U.S. at 555 (q u o tin g Fed.R.Civ.P. 8(a)(2)) and then Conley v. Gibson, 355 U.S. 41, 47 (1957), a b ro g a te d by Twombly, supra); see also Gregory v. Dillard's Inc., 565 F.3d 464, 4 7 3 (8th Cir.) (en banc), cert. denied, 130 S.Ct. 628 (2009). While detailed factual a lle g a tio n s are not necessary, a complaint that contains "labels and conclusions," a n d "a formulaic recitation of the elements of a cause of action" is not sufficient. Twombly, 550 U.S. at 555; accord Iqbal, 129 S.Ct. at 1949. The complaint must s et forth "enough facts to state a claim to relief that is plausible on its face." Twombly, 550 U.S. at 570; accord Iqbal, 129 S.Ct. at 1949; C.N. v. Willmar Pub. S c h ., Indep. Sch. Dist. No. 347, 591 F.3d 624, 629-30 (8th Cir.2010); Zutz v.

-4-

N e ls o n , 601 F.3d 842, 848 (8th Cir. 2010); Braden v. Wal-Mart Stores, Inc., 588 F .3 d 585, 594 (8th Cir. 2009). "A claim has facial plausibility when the plaintiff p le ad s factual content that allows the court to draw the reasonable inference that th e defendant is liable for the misconduct alleged." Iqbal, 129 S.Ct. at 1949. If the c la im s are only conceivable, not plausible, the complaint must be dismissed. T w o m b ly , 550 U.S. at 570; accord Iqbal, 129 S.Ct. at 1950. In considering a m o tio n to dismiss under Fed. R. Civ. P. 12(b)(6), "the complaint should be read as a whole, not parsed piece by piece to determine whether each allegation, in is o la tio n , is plausible." Braden, 588 F.3d at 594. The issue in considering such a m o tio n is not whether the plaintiff will ultimately prevail, but whether the plaintiff is entitled to present evidence in support of the claim. See Neitzke v. Williams, 490 U .S . 319, 327 (1989). Breach of Contract (Count I) P la in tiff s allegations are premised "on information and belief." While P la in tiff sets forth the necessary elements of its claims, there are no supporting f a c tu a l allegations showing it is entitled to the relief it seeks. Plaintiff believes D e fe n d a n t has retained confidential information and believes she has used the in fo rm a tio n to solicit, directly or indirectly its clients. Although Count I may include reference to all of the general elements of a

-5-

b re a c h of contract claim, it fails to allege sufficient facts respecting those elements to establish the grounds on which the claim rests. Plaintiff simply alleges that b e g in n in g before April 26, 2009, Defendant breached her obligations under the A g re e m e n t by directly or indirectly soliciting Plaintiff's clients for the purpose of p r o v id in g banking, investment or financial services and products in a manner that w o u ld benefit Defendant and Northern Trust in direct competition with Plaintiff, a n d that she retained, duplicated, and used Plaintiff's confidential information, in c lu d in g , but not limited to customer names, addresses, telephone numbers and p riv a te account information for the purposes of soliciting influencing or e n c o u ra g in g Plaintiff's customers to do business with her after she left the e m p lo y m e n t of Plaintiff. These vague, albeit intriguing, references are not s u ffic ie n t factual allegations to meet the Twombly standard. While Plaintiff is not re q u ire d to plead detailed facts to state a breach of contract claim, it must plead s u ffic ie n t facts concerning the contacts with clients regarding solicitation. Defendant should not be compelled to discern from Plaintiff's information and b e lie f the meaning of direct and indirect solicitation on Plaintiff's information and b e lie f; Defendant must be given sufficient notice of the basis for this claim; in fo rm a tio n and belief is simply too speculative to do so. Tortious Interference with Business Expectancy (Count II)

-6-

D e fe n d a n t moves to dismiss Count II asserting that Plaintiff fails to allege s u ffic ie n t facts to state claims for tortious interference with a business expectancy, b u t rather merely asserts legal conclusions tracking the elements of the prima facie cases. T o state a claim for intentional interference with a business expectancy u n d e r Missouri law, a plaintiff must establish (1) a contract or valid business re la tio n s h ip or expectancy; (2) defendant's knowledge of the contract, relationship o r expectancy; (3) intentional interference by the defendant inducing or causing a b re a c h of the contract, relationship or expectancy; (4) absence of justification; and (5 ) damages resulting from defendant's conduct. Healthcare Services of the O z a r k s , Inc. v. Copeland, 198 S.W.3d 604, 614 (Mo. 2006); Pony Computer, Inc. v . Equus Computer Sys. of Missouri, Inc., 162 F.3d 991, 998 (8th Cir. 1998) (citing R ic e v. Hodapp, 919 S.W.2d 240, 245 (Mo. 1996) (en banc)); see also Community T itle Co. v. Roosevelt Fed. Sav. and Loan Ass'n, 796 S.W.2d 369, 372 (Mo. 1990) ( e n banc). O n c e again, Plaintiff pleads on information and belief that Defendant in te rfe re d with its relationships with its clients by directly or indirectly attempting to induce clients to sever their relationships with Plaintiff. Defendant cannot a sc erta in from these allegations whether Plaintiff is attempting to claim that

-7-

D e fe n d a n t has "directly and/or indirectly" contacted all of Plaintiff's clients, only th o s e with whom Defendant formerly had dealings, or certain clients. While it is n o t necessary to specifically list the clients with whom Plaintiff believes Defendant h a d contact, the scope of the alleged interference must give Defendant some p e rim e te rs within which to formulate a response. The allegations contained in the P e titio n are simply too broad and conclusory to notify Defendant of the claims she m u s t defend. M is a p p r o p r ia t io n of Trade Secrets (Count III) P la in tiff claims that Defendant misappropriated Plaintiff's trade secrets. Plaintiff's allegations are once again speculative with regard to Defendant's a c tio n s . Plaintiff speculates that Defendant kept information and used the in fo rm a tio n to directly or indirectly solicit Plaintiff's clients to transfer their a c c o u n ts . Such speculation cannot withstand challenge. While Plaintiff may have a confidential and proprietary interest in its customer's information, merely " b e lie v in g " Defendant kept the information and believing she used that in fo rm a tio n is insufficient to state a claim beyond the speculative level. Conclusion I n sum, the Petition fails to plausibly allege the claims for which Plaintiff s e e k s relief.

-8-

A c c o rd in g ly , I T IS HEREBY ORDERED that Defendant's Motion to Dismiss, [Doc. N o . 9], is GRANTED. IT IS FURTHER ORDERED that Plaintiff may file a motion to amend w ith in 14 days from the date of this Opinion, Memorandum and Order for the C o u rt's consideration. D a te d this 9th day of July, 2010.

_______________________________ HENRY EDWARD AUTREY UNITED STATES DISTRICT JUDGE

-9-