Alight Sols. v. Thomson
| Docket Number | 20-cv-3043 |
| Decision Date | 22 March 2023 |
| Parties | ALIGHT SOLUTIONS, LLC, Plaintiff/Counter-defendant, v. SUSAN THOMSON, Defendant/Counter-plaintiff. |
| Court | U.S. District Court — Northern District of Illinois |
Plaintiff Alight Solutions, LLC (“Alight”) brings this action against its former employee Susan Thomson (“Thomson”) for misappropriation of trade secrets, breach of contract, and breach of the duty of loyalty. Thomson countersues for breach of contract, wrongful termination, and retaliation. Before the Court are the parties' cross motions for partial summary judgment. In addition, both parties have filed motions to strike evidence cited in support of the opposing party's motion. For the following reasons, the Court denies Thomson's motion to strike and grants in part and denies in part Alight's motion to strike. As described below, the Court grants in part and denies in part both Thomson's and Alight's motions for partial summary judgment.
At bottom, the facts of this case are not wholly complex. The parties, however, have done their best to complicate and confuse the issues by failing to adhere to Local Rule 56.1. For example, in Alight's response to Thomson's Statement of Facts, (Dkt. 127), Alight often takes care to specifically cite the portion of the record supporting its dispute of the asserted fact, while in the same document citing broadly to its own Statement of Additional Facts. (See, e.g., Dkt. 127 ¶ 18 ().) This method of controverting an opposing party's statement of facts runs contrary to the purpose of Local Rule 56.1-to “ensure[] the facts material to the issues in the case and evidence supporting such facts are clearly organized and presented for the court's summary judgment determination.” Curtis v. Costco Wholesale Corp., 807 F.3d 215, 219 (7th Cir. 2015) (emphasis added); see also N.D.Ill. R. 56.1(e)(3) (emphasis added) (“To dispute an asserted fact, a party must cite specific evidentiary material that controverts the fact and must concisely explain how the cited material controverts the asserted fact.”). A response to a statement of fact is likewise not an opportunity for a party to argue the entirety of its case. Rather than highlighting the true material disputes in the case to aid the Court in providing expeditious rulings on their motions, the parties have inundated the Court with tedious disputes of immaterial facts. Doing so obscures the issues at the heart of the case. Keeping this in mind, the Court has compiled the facts relevant to this motion below. All facts are undisputed unless otherwise noted.
Alight is a limited liability company that “provides integrated benefits, payroll, and cloud solutions.” Integral to Alight's services is its Healthcare Navigation Solutions, “which enables clients, such as employers and health plans, to empower employees and participants to make simpler, smarter healthcare decisions and to improve the overall employee benefits experience.” In May 2017, Thomson assumed the role of Alight's Executive Vice President of Global Sales. After joining the company, Alight offered Thomson equity pursuant to the Incentive Units Award Agreement and the Capital Units Award Agreement (the “Equity Agreements”). Thomson accepted and executed the Equity Agreements. In November 2019, Alight's president informed Thomson that Alight intended to eliminate her position and separate her job duties into two separate roles in what Alight called a corporate restructuring. Thomson extended her departure date to January 31, 2020 to assist with the completion of certain projects (the identity of which are in dispute) and to transition her responsibilities.
In the month of January 2020, Thomson physically and electronically retained several documents containing Alight data. On January 9, 2020, Thomson forwarded an email containing two PowerPoint slide decks titled “Enterprise Sales Training Opener December 2019 Final.pptx” and “SAP Partner Meeting 12.19v3.pptx” to her personal email account. Thomson contends and Alight disputes that she did so for legitimate work purposes-that is, to view the documents on her personal device while on an airplane. Less than one week later, she printed out (at minimum) the first two pages of an Excel Spreadsheet titled “2019 alight solutions-sales and pipeline report through December-final.xlsx” (the “Excel File”). Thomson contends and Alight disputes that she retained these pages to calculate her production bonus amount. The parties also dispute whether Thomson printed any additional pages of the Excel File. At the end of January, Alight contends and Thomson disputes that Thomson printed a PowerPoint deck titled “Introducing Compass Healthcare Navigation Solutions,” which contained sales information that Alight used to solicit prospective customers. In addition because Thomson worked from home, she possessed a large amount of hard copy documents relating to her work with Alight that she shredded (save for the pages from the Excel File) on February 18, 2020.
Around the time of her departure from Alight, Thomson met with representatives from Accolade, Inc. (“Accolade”) and Embold Health, Inc. (“Embold”) regarding potential employment opportunities. Accolade is a key competitor of Alight in the Healthcare Navigation Marketplace. Embold is a healthcare data analytics company. Between October 21, 2019 and mid-February 2020, Thomson was in discussions with Accolade to become its executive vice president. One day before sending the PowerPoint slides to her personal email account, Thomson met with an Accolade representative about her candidacy. Around the end of January 2020, Thomson also met with Embold's Chief Commercial Officer to discuss Thomson's interest in joining Embold. On February 12, 2020, Thomson interviewed at Embold's headquarters. Thomson later accepted an offer to work for Embold as its Senior Vice President of Sales and Marketing starting in March 2020.
On March 6, 2020, Thomson entered into a Release of Claims and Non-Solicitation agreement (the “Severance Agreement”) with Alight. Thomson read the Severance Agreement before signing it, including the separate (but attached) Alight Solutions LLC Severance Plan (the “Plan”). The Plan states that employees must sign a release of claims and return all Alight property in their possession to be eligible for severance benefits. This requirement was not explicitly contained in the Severance Agreement. Further, the Plan states that violations of the company's Code of Conduct, including saving files or documents belonging to or work product of the company to personal devices, forfeits all benefits under the Plan in addition to other penalties.
Between March and April 2020, Alight communicated with Thomson about her alleged violation of Alight's document retention policy. Ultimately concluding that Thomson violated its policies, Alight discontinued Thomson's severance payments on April 20, 2020 and reclassified Thomson's separation from the company within its human resources system to “Violation of Company Policy/Rules” from “Severance - Position Elimination”.
Five months later, Thomson filed a complaint of age and sex discrimination against Alight with the Connecticut Commission on Human Rights and Opportunities (“CHRO”) 55-year-old Thomson alleged that Alight unlawfully terminated her employment and replaced her with 42-year-old Patrick Lee (“Lee”). Four months later, Alight's board of directors elected to repurchase Thomson's equity. According to the Equity Agreements, an employee's equity is subject to repurchase between six and twelve months after an employee's termination from employment. If an employee is terminated for cause or commits a restrictive covenant violation, the Equity Agreements dictate that the repurchase of the equity units must be for less than their fair market. As defined in the agreements, a restrictive covenant violation is a material breach of any agreement with Alight containing covenants regarding non-competition, non-solicitation, non-disparagement, and/or nondisclosure obligations. In light of Alight's characterization of Thomson's termination, Alight contends that it repurchased the equity at less than fair market value in accordance with the Equity Agreements.
Summary judgment is appropriate “if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a); see also Celotex Corp. v. Catrett, 477 U.S. 317, 322-23, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). A genuine dispute as to any material fact exists if “the evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 2510, 91 L.Ed.2d 202 (1986). When determining whether a genuine dispute as to any material fact exists, the Court must view the evidence and draw all reasonable inferences in favor of the nonmoving party. Id. at 255; Lovelace v. Gibson, 21 F.4th 481, 483 (7th Cir. 2021). After “a properly supported motion for summary judgment is made, the adverse party ‘must set forth specific facts showing that there is a genuine issue for trial.'” Anderson, 477 U.S. at 255 (citation omitted).
Before proceeding to the merits of the motion, the Court first addresses the evidentiary issues raised in the parties' motions to strike. First, Alight moves to strike the declaration of Thomson's attorney Jessica Jeffrey (the “Jeffrey Declaration”). (Dkt. 131-16.) The declaration details settlement negotiations between Thomson's counsel and Alight's counsel from September...
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