Acuity Brands, Inc. v. Bickley

• Decision Date: 24 March 2016
• Docket Number: CIVIL ACTION NO. 13-366-DLB-REW
• Citation: 172 F.Supp.3d 971
• Parties: Acuity Brands, Inc., et al., Plaintiffs v. Shane Bickley, et al., Defendants
• Court: U.S. District Court — Eastern District of Kentucky

172 F.Supp.3d 971

Acuity Brands, Inc., et al., Plaintiffs

v.Shane Bickley, et al., Defendants

CIVIL ACTION NO. 13-366-DLB-REW

United States District Court, E.D. Kentucky, Central Division . at Lexington .

Signed March 24, 2016

David E. Gevertz, Kathryn Hinton, Baker Donelson Bearman Caldwell & Berkowitz PC, Atlanta, GA, Whitney Meriwether Harmon, Baker, Donelson, Bearman, Memphis, TN, for Plaintiffs.

Barry D. Hunter, Rebekah Gene Ballard, Frost Brown Todd LLC, Lauren Desiree Lunsford, Shea W. Conley, Reminger & Reminger Co., LPA, Lexington, KY, for Defendants.

MEMORANDUM OPINION AND ORDER

David L. Bunning

, United States District Judge

I. Introduction

Plaintiff Acuity Brands Lighting, Inc. (“Acuity Lighting”), together with its parent company, Plaintiff Acuity Brands, Inc. (“Acuity Brands”), initiated this civil action against two of its former employees, Defendants Shane Bickley and Michael Robinson. Plaintiffs allege that Bickley and Robinson breached several restrictive covenants embedded in a Stock Notification and Award Agreement, tortiously interfered with business relations and violated the Kentucky Uniform Trade Secrets Act (“KUTSA”). Plaintiffs also claim that Bickley and Robinson's current employer, Defendant Delta T Corporation, doing business as Big Ass Fan Company (“Big Ass Fans”), tortiously interfered with contractual relations. Bickley, Robinson and Big Ass Fans now move for summary judgment, arguing that Plaintiffs have failed to prove various elements of each claim. The Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1332

.

II. Factual and Procedural Background

Acuity Lighting is a Georgia-based corporation that manufactures lighting solutions for use in a variety of indoor and outdoor settings. (Doc. # 67 at 4). It is the sole source of revenue for its publicly-traded parent company, Acuity Brands. (Id. ). Acuity Lighting generates some revenue from national accounts;¹ however, it focuses on selling its products to independent sales agents who represent other lighting companies. (Docs. # 120-8, 120-15, 123-3 and 168-3 at 5-6). These lighting companies sell Acuity Lighting's products to other middlemen distributors, rather than end-user customers. (Docs. # 120-8 and 120-15).

Acuity Lighting employs several Regional Sales Vice Presidents (“RSVPs”), who are responsible for cultivating relationships with these agents, recommending product pricing and setting agency sales targets in their assigned regions. (Doc. # 12). Simply put, the RSVPs drive the sale of Acuity Lighting's products. (Docs. # 120-15 and 120-16). Bickley served as the RSVP for Acuity Lighting's South Central Region (which includes Texas, Oklahoma, Arkansas, Louisiana, Mississippi and New Mexico) from April 2010 to March 2013. (Docs. # 120-15 and 168-5 at 43). Robinson served as the RSVP for Acuity Lighting's Midwest Region (composed of Kentucky, Ohio, Indiana, Michigan, Illinois, Wisconsin and the city of St. Louis, Missouri) from January 2011 to May 2013. (Docs. # 120-16 and 168-2 at 29, 53).

Each year, Acuity Brands awards shares of its stock to key Acuity Lighting employees, including RSVPs. (Doc. # 170-13 at 3). As consideration for these awards, employees must execute a Stock Notification and Award Agreement using Acuity Brand's electronic acceptance software. (Doc. # 120-2 at 5). In Fall of 2012, Acuity Brands awarded Bickley 420 restricted shares of common stock. (Docs. # 120-2 and 168-7 at 10). Robinson received 560 restricted shares of common stock around the same time.² (Docs. # 120-3 and 168-2 at 33). Both men electronically executed a copy of the Agreement, which imposed several post-employment restrictive covenants pertaining to non-solicitation, non- competition and confidentiality on them. (Docs. # 120-2 and 120-3). These covenants were all set forth in Exhibit A, entitled “Confidentiality, Inventions, Non-Solicitation and Non-Competition Provisions,” which was attached and incorporated by reference into the Agreement itself.³ (Doc. # 120-2 at 5-8). The Agreement also included a return of property clause, which required departing employees to promptly return all company property to Acuity Lighting.⁴ (Id. ).

In the early months of 2013, a national recruitment firm contacted Bickley about an employment opportunity at Big Ass Fans, a Kentucky-based company that manufactures and sells low-speed high-volume fans. (Doc. # 120-15 at 1). Bickley pursued the opportunity and received an offer of employment from Big Ass Fans. (Id. ). He told Robinson, his friend and colleague, about the offer. (Doc. # 168-2 at 15). Robinson, a Kentucky native who was unhappy with his current role at Acuity Lighting, asked Bickley to recommend him for the position if he declined the offer. (Id. ). Bickley promised to do so, but ultimately accepted the offer. (Id. ).

Around this time, Big Ass Fans's Director of Human Resources, Scott Nielsen, asked Bickley whether Acuity Lighting had imposed any post-employment restrictive covenants on him. (Docs. # 168-8 at 16 and 168-11 at 7). Bickley admitted that he was subject to restrictive covenants. (Id. ). However, he told Nielsen that the covenants, as he understood them, simply precluded him from working with certain lighting companies. (Id. ). He also stated that his wife, an attorney, had examined the covenants and did not believe that his employment with Big Ass Fans would run afoul of them. Nielsen did not actually review a copy of the Stock Notification and Award Agreement at that time. (Id. ).

In March 2013, Bickley voluntarily terminated his employment with Acuity Lighting. (Doc. # 120-15 at 3-4). He returned the company cell phone and laptop to the Human Resources Department. (Id. ). However, he failed to return a flash drive, which contained PowerPoint presentations for Acuity Lighting clients. (Id. ). According to Bickley, he did not purposefully retain the flash drive; he simply forgot to include it with the rest of the items returned. (Id. ).

Bickley assumed the Vice President of Sales position at Big Ass Fans and began supervising a 150 person inside sales force. (Doc. # 120-15 at 3). He did not have any profit and loss responsibility or pricing control. (Id. ). Although Big Ass Fans was exploring opportunities in the lighting industry at that time,⁵ Bickley was only responsible for the sale of fans. (Id. ). However, a month into his employment, Big Ass Fans's CEO, Carey Smith, asked Bickley to go to a lighting trade show. (Doc. # 168-5 at 15-16). He also got invited to meetings with Business Development Manager Tom Greinke and Engineer Isaac Fedyniak, who were spearheading Big Ass Fans's efforts to enter the lighting industry. (Id. at 12).

About a month later, Robinson contacted Bickley about employment opportunities at Big Ass Fans. (Doc. # 168-2 at 16-20). Bickley told Robinson to send him a copy of his resume and promised to forward it to the Human Resources Department. (Id. ). Robinson did so, and by early April, he had an interview with Big Ass Fans. (Id. at 68-70). The day before the interview, Robinson emailed Bickley and asked him for information about his interviewers, Scott Nielsen and Big Ass Fans Manager Ed Quinn. (Id. at 17-18). Bickley sent him charts detailing Big Ass Fans's organizational structure. (Id. ). The next day, Robinson interviewed with Nielsen and Quinn, then had lunch with them. (Id. at 24). The record indicates that Nielsen and Quinn invited Bickley to both of these events, but he was not able to attend. (Id. at 71). That day, Bickley texted Robinson a picture of a hat with a Big Ass Fans logo on it. (Doc. # 168-7 at 19, 68-69). The caption said “Got you a hat.” (Id. ). He later informed Robinson that Big Ass Fans wanted to interview him again. (Id. ). Bickley coordinated the interview with Nielsen and Robinson via email. (Id. ).

Before Robinson's second interview, he and Bickley exchanged text messages, expressing excitement about the prospect of working together again:

Shane: Looking forward to Monday, buddy.

Mike: Can't wait to see how the announcement goes Monday. We are all in Conyers later in the week for a Mark Black mtg. On the 2014 plans.

Shane: If we offer you a deal Tuesday, you won't have to go :-)

Mike: Don't tease me!

Shane: Get ready—assuming all goes well Monday, we'll look to do something pretty quickly!

(Doc. # 168-7 at 54).

On Monday, Robinson met with Nielsen, Smith and Big Ass Fans's International Sales Manager, Paul Lauritzen. (Doc. # 168-2 at 24-25). Bickley also attended the interview. (Doc. # 168-7 at 20). He sent Robinson a text saying “Great job!” afterwards. (Id. at 54). Bickley and Robinson met for dinner with their spouses that night. (Id. at 20). The next morning, Bickley sent Robinson another text message: “Scott will be reaching out to you soon—start figuring out what makes sense $ wise to make a move, we'll go from there!” (Id. ). The two men exchanged more text messages over the next few days, criticizing some of Acuity Lighting's new hires and discussing Robinson's potential departure. (Id. at 51).

Robinson received a formal employment offer from Big Ass Fans in May of 2013. (Doc. # 168-2 at 12). He accepted the offer and informed Acuity Lighting that he was voluntarily terminating his employment. (Id. at 39). Robinson had a significant amount of personal information stored on his Acuity Lighting laptop, so before returning it to the company, he saved the entire contents on an external hard drive. (Id. at 45-46). Robinson insists that he was not trying retain any sensitive information about Acuity Lighting. (Id. ). One week later, Robinson started working at Big Ass Fans. (Doc. # 120-16 at 1). He was primarily responsible for building a bid-specification/new construction channel for the company. (Id. ).

Shortly thereafter, Acuity Lighting's Human Resources Manager, Chad Sheffield, reviewed the contents of the cell phone Robinson returned. (Doc. # 168-3 at 10-11, 14-15). He discovered the text messages sent to and from Bickley...