A.B. Pratt & Co. v. BridgePort Grp.
| Decision Date | 10 April 2023 |
| Docket Number | 1:22-CV-1579-PAB |
| Parties | A.B. PRATT & CO., Plaintiff, v. BRIDGEPORT GROUP, LLC, et al., Defendants. |
| Court | U.S. District Court — Northern District of Ohio |
Currently pending is Defendants Alshaw Technologies, Inc.'s and Lisa Peterson's (collectively, the “Peterson Defendants”) Combined Motion to Dismiss for Lack of Personal Jurisdiction and Failure to State Claim, or Alternatively, Motion to Transfer Venue. (Doc. No. 15.) Plaintiff A.B. Pratt & Co. (“Pratt”) filed an Opposition to the Peterson Defendants' Motion on November 30, 2022, to which the Peterson Defendants replied on December 14, 2022. (Doc. Nos. 22, 23.)
Also on December 14, 2022, the Peterson Defendants filed a Motion to Disregard and/or Strike Portions of the Declaration of Abbie Pratt. (Doc. No. 24.) Pratt filed an Opposition to the Peterson Defendants' Motion to Strike on December 28 2022, to which the Peterson Defendants replied on January 4 2023. (Doc. Nos. 26, 28.)
Also pending is Pratt's December 28, 2022 Motion for Leave to File Surreply in Opposition to the Peterson Defendants' Motion to Dismiss. (Doc. No. 25.) The Peterson Defendants filed an Opposition to Pratt's Motion for Leave on January 11, 2023. (Doc. No. 29.) Pratt did not reply.
Finally also pending is Pratt's Motion to Dismiss Defendants Bridgeport Group, LLC's and Vail Network Company Inc.'s (collectively, the “BPG Defendants”) Counterclaim Counts 2 through 4 under Rule 12(b)(6), or Alternatively, a Motion for More Definite Statement under Rule 12(e). (Doc. No. 19.) The BPG Defendants did not oppose Pratt's Motion to Dismiss Counterclaims 2 through 4.
For the following reasons, the Peterson Defendants' Motion to Dismiss and/or Transfer Venue is GRANTED IN PART and DENIED IN PART. The Peterson Defendants' Motion to Strike is DENIED. Pratt's Motion to File Surreply is DENIED. Pratt's Motion to Dismiss Counterclaims 2 through 4 is GRANTED.
Plaintiff Pratt is an Illinois-based consulting company whose business includes mentoring, training, and recruiting individual consultants for federal government projects involving technology and management. (Doc. 1, ¶¶ 1, 4.) Pratt conducts separate negotiations with potential consultants and potential clients. (Id.) To protect Pratt's alleged proprietary work products and information, Pratt requires potential consultants and clients to sign various contracts. (Id.) For example, Pratt will not do business with a potential client unless it promises not to poach Pratt's recommended consultants. (Id.) Likewise, Pratt requires a potential consultant to promise not to solicit or pursue business opportunities facilitated by Pratt, lest Pratt, as the middleman, be cut out of its own deal. (Id.)
Pratt alleges that it “has unique expertise not publicly-known” and that its expertise “includes protected proprietary methods of both sourcing and training . . . technology personnel and ensuring their successful onboarding by end users.” (Id. at ¶ 10.) Pratt's proprietary information allows Pratt to “rapidly identify, and train candidates for federal government security projects and provide other unique solutions for the needs of government clients and end users that require immediate service.” (Id.)
In May 2021, Defendant BPG approached Pratt. (Id. at ¶ 12.) BPG is a limited liability company whose members, on information and belief, are all citizens of Ohio. (Id. at ¶ 5.) BPG's principal place of business is in Ohio. (Id.) In early 2021, BPG had secured a contract with nonparty Federal Reserve Bank of Cleveland (“FRB”) to provide the FRB with “immediate software support personnel for bank security projects.” (Id.) According to Pratt, BPG was struggling to rapidly hire qualified personnel that met the FRB's various requirements and the FRB had already rejected several of BPG's proposed candidates. (Id.) Pratt alleges that BPG was “desperate to keep its multiyear FRB contract which required it to supply software support personnel immediately.” (Id.) Pratt and BPG entered into a Contract Service Agreement for Pratt to locate and retain qualified consultants for BPG to hire out to the FRB. (See Doc. No. 1-1.) The CSA provided that the “Agreement shall commence as of June 28[,] 2021 . . .” (Id.)
Pratt alleges that within days of BPG's approaching Pratt, Pratt supplied 10 trained personnel, “all of whom were accepted by FRB and BPG for immediate selection and screening process.” (Id.) Pratt alleges that BPG leveraged Pratt's expertise and proprietary information and represented to the FRB that Pratt's consultants were BPG's consultants to gain credibility and extend its multi-year contract with the FRB. (Id.) Simultaneously, BPG promised Pratt a five-year contract that would entail multiple placements for Pratt personnel. (Id.) In August 2021, Pratt assisted BPG in drafting a Statement of Work for the FRB to bring on 10 additional consultants. (Id.) In October 2021, BPG notified Pratt that it extended its contract with FRB and needed multiple additional trained personnel from Pratt so that BPG could expand its business into other FRB divisions. (Id.)
According to Pratt, its relationship with BPG quickly soured. Pratt alleges that BPG breached its contract with Pratt “almost immediately” when BPG refused to pay Pratt's first invoice, despite several warnings from Pratt. (Id. at ¶ 14.) Pratt alleges that BPG repeatedly breached the contract throughout 2021 by renegotiating payment terms for services already rendered by Pratt and refusing to pay invoices unless Pratt reduced previously agreed-upon hourly rates, and by soliciting and luring Pratt consultants, thereby “undermining” Pratt. (Id.; see also Doc. No. 1-1, § 5.) Pratt also alleges that BPG requested that Pratt consultants introduce BPG to other competing consulting companies to obtain services, which put the Pratt consultants in repeat violations of their own contractual obligations to Pratt. (Id. at ¶ 16.) Pratt alleges that it repeatedly notified BPG that these were violations of contractual commitments for all parties involved, but BPG allegedly ignored such warnings and continued withholding payment of invoices to Pratt. (Id.)
Pratt alleges that at some point in 2021, BPG “sought assistance” from Vail Networking Company (“VN”), an Ohio-based corporation, to review and audit Pratt's invoices. (Id. at ¶¶ 6, 15.) According to Pratt, VN allegedly encouraged BPG to withhold payments due to Pratt, including amounts that BPG ended up billing to the FRB for work that Pratt performed. (Id.) Allegedly, BPG and VN worked together to delay authorization of hours worked by Pratt's consultants. (Id. at ¶ 17.) VN also allegedly interfered with payment and blamed the FRB for such delays. (Id.)
As a result of BPG's alleged breaches and VN's interference throughout 2021 and 2022, Pratt allegedly lost several consultants and employees from the FRB project, resulting in significant financial impact and hardship to Pratt, due to the losses of upfront costs as well as future client opportunities. (Id. at ¶ 18.)
While scouting qualified candidates on behalf of BPG, Pratt identified Lisa Peterson as a potential fit for the FRB security project. (Id. at ¶ 19.) Peterson is a citizen of Nebraska. (Id. at ¶ 7.) According to the Declaration of Abbie Pratt, Pratt placed ads seeking potential candidates for the FRB project that advertised the position as an Ohio-based government contracting position. (Doc. No. 22-2, ¶ 6.) Abbie Pratt declared that Peterson responded to one such ad on June 22, 2021. (Id.) In her Affidavit, Lisa Peterson averred that she responded to “an online job posting” and was contacted by Abbie Pratt regarding same on or about August 10, 2021. (Doc. No. 15-3, ¶ 7.) Pratt alleges that Peterson initially identified herself as an employee of a company called “Atech” or “Atechoma.” (Doc. No. 1, ¶ 20.)
According to Abbie Pratt, on August 10, 2021, she and Peterson had a conversation about a possible multi-year contracting opportunity with FRB for an Agile Scrum/Agile Coach consulting position. (Doc. No. 22-2, ¶ 8; Doc. No. 26-1, ¶¶ 21, 28.) During her first phone call with Peterson, Abbie Pratt indicates that she explained to Peterson that this position “was a high visibility consulting position in Ohio requiring 160 hours a month of full-time direct services performed for the Cleveland Teams for FRB in Ohio with continuous face to face collaborations through FRB's Microsoft Teams Platform using the Cleveland office equipment and secure token.” (Doc. No. 26-1, ¶ 22.) Peterson expressed interest in the role. (Doc. No. 26-1, ¶ 23.) Accordingly, Abbie Pratt scheduled multiple face-to-face meetings between Peterson, several Cleveland, Ohio-based FRB supervisors, and BPG project leaders to take place in late August 2021. (Id. at ¶ 8; see also Doc. No. 26-1, ¶ 25.) Following these interviews, the FRB rejected Peterson as a candidate for the Agile Coach position, due to her lack of certifications in that area. (Doc. No. 1, ¶ 19; see also Doc. No. 26-1, ¶ 28.)
According to Abbie Pratt, Peterson expressed ongoing interest in pursuing a consulting position with the Cleveland office of the FRB, so Pratt worked with Andre Bryan from BPG to create a statement of work for the FRB that would create a new role for Peterson: “SAFe Scrum Master Coach.” (Doc. No. 26-1, ¶ 29.) According to Abbie Pratt, Peterson expressed interest in this new position which would require her “to perform direct training and supervisory activities for the 6 Cleveland teams with a total of 40-50...
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