Beane v. Alan F. Beane & Mii Techs., L.L.C.
Decision Date | 01 March 2012 |
Docket Number | Civil No. 08–cv–236–JL. |
Citation | 2012 DNH 049,856 F.Supp.2d 280 |
Parties | Glenn L. BEANE v. Alan F. BEANE and Mii Technologies, L.L.C. |
Court | U.S. District Court — District of New Hampshire |
OPINION TEXT STARTS HERE
W.E. Whittington, Whittington Law Associates PLLC, Hanover, NH, for Glenn L. Beane.
William S. Gannon, William S. Gannon PLLC, Manchester, NH, for Alan F. Beane and Mii Technologies, L.L.C.
If this battle between brothers over their failed business does not quite reach Biblical proportions, cf. Genesis 4:1–16 (Cain and Abel), mythical proportions, cf. Plutarch, Plutarch Lives, I, Theseus and Romulus, Lycurgus and Nurma, Solon and Pulicola (1914) (Romulus and Remus), or even modern pulp literary proportions, cf. Mario Puzo, The Godfather (1969) (Michael and Fredo Corleone, also popularized on film), it easily equals the great “brother versus brother” storylines of professional wrestling,1 at least in its bombast. Following the collapse of the business, Mii Technologies, L.L.C., the brothers, Glenn L. and Alan F. Beane (with Alan acting on behalf of either himself or Mii) have squared off in at least eight separate proceedings in at least three different courts. See Beane v. Mii Techs., LLC, No. 10–307 (D.N.H. June 4, 2010); Beane v. Beane, No. 06–446 (D.N.H. Nov. 30, 2006); Beane v. Beane (In re Beane), No. 09–269 ;Lawson & Persson, P.C. v. Beane, No. 09–E–113 (N.H.Super. June 15, 2009); Beane v. Mii Techs., LLC, No. 08–157 (N.H.Super. Nov. 10, 2008); Beane v. Beane, No. 08–E–270 (N.H.Super. Oct. 20, 2008); Beane v. Mii Techs., LLC, No. 08–C–79 (N.H.Super. June 10, 2008).
This particular action was commenced by Glenn, but, as explained infra, Alan has since consented to the entry of judgment on one of Glenn's claims—seeking a declaration that Glenn's membership in Mii ceased as of February 4, 2004—and the rest (with one minor exception) have been dismissed, either by Glenn or the court. See Order of March 22, 2010 (document no. 70). Alan, however, responded to Glenn's complaint in this action with a counterclaim in 14 counts, which has since grown to 21 counts as the result of several separate amendments. Alan has also joined Mii as a party to the counterclaim, as ordered by the court. See id.2
The gist of the counterclaim is that Glenn caused Mii to fail through a variety of wrongful conduct, viz., mismanaging, its relationship with a key customer, Lovejoy, Inc., and then, after withdrawing from Mii, misappropriating that relationship as well as Mii's intellectual property. This court has supplemental jurisdiction over the counterclaim, see28 U.S.C. § 1367(a), by virtue of its federal-question jurisdiction over Glenn's ERISA claim, see id. § 1331, and has elected to exercise that jurisdiction even after the federal claim was dismissed, based on the parties' expressed preference for this forum, see Order of March 22, 2010 (document no. 70). Glenn has now moved for summary judgment, seeFed.R.Civ.P. 56, on all counts of Alan's counterclaim.
Glenn argues, among other things, that (1) he did not agree to assign his intellectual property rights to either Alan or Mii, (2) there is no evidence Mii owned any protectible trade secrets, (3) Glenn had no duties to Mii (or Alan), at least after withdrawing from Mii in February 2004, (4) though Glenn did business with Lovejoy after his withdrawal from Mii, that did not amount to tortious interference with its relationship with Lovejoy, and (5) even if his withdrawal from Mii breached the limited liability company agreement, it did not cause any harm.
As fully explained infra, the court agrees with Glenn that he is entitled to summary judgment. Although this case had been pending for nearly three years before Alan filed his opposition to Glenn's motion for summary judgment (not counting the time the case was stayed), Alan has not developed any evidence to support several propositions that are essential to his counterclaim. First, there is no evidence of any agreement by Glenn to assign his interest in any intellectual property to Mii or Alan, only to another entity that is not a party to this case. Second, Alan has not properly identified, let alone come forward with evidence tending to show, any trade secret allegedly misappropriated by Glenn. Third, Glenn's duties to Mii (or Alan) by virtue of his management of or membership in Mii were limited to refraining from gross negligence or willful misconduct, and Alan has not come forward with evidence from which a rational factfinder could conclude that Glenn's actions amounted to either. Fourth, Alan has not provided anything to dispute Glenn's submissions establishing that, after he withdrew from Mii, he had no contact with Lovejoy until after Mii had abandoned their relationship, with the result that Glenn's contacts with Lovejoy are not actionable. Fifth, Alan has no evidence that Glenn's withdrawal from Mii, as such, caused any damages to the company or Alan.
As explained more fully below, the court grants Glenn's motion for summary judgment on the counterclaim, abstains from exercising jurisdiction over Glenn's remaining claim against Alan, and ends this episode of the parties' family feud.
I. Standard of review
Summary judgment is appropriate where “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). A dispute is “genuine” if it could reasonably be resolved in either party's favor at trial. See Estrada v. Rhode Island, 594 F.3d 56, 62 (1st Cir.2010). A fact is “material” if it could sway the outcome under applicable law. Id.
Where, as here, “the moving party avers an absence of evidence to support the non-moving party's case, the non-moving party must offer definite, competent evidence to rebut the motion.” Meuser v. Fed. Express Corp., 564 F.3d 507, 515 (1st Cir.2009). In other words, the non-moving party “must proffer admissible evidence that could be accepted by a rational trier of fact as sufficient to establish the necessary proposition.” Gomez–Gonzalez v. Rural Opportunities, Inc., 626 F.3d 654, 662 n. 3 (1st Cir.2010). This means that “conclusory allegations, improbable inferences, or unsupported speculation” will not suffice to defeat a properly supported summary judgment motion. Meuser, 564 F.3d at 515 (quotation omitted). In analyzing a summary judgment motion, the court must “view[ ] all facts and draw[ ] all reasonable inferences in the light most favorable to the non-moving party.” Id. The following facts are set forth in accordance with this standard.
II. BackgroundA. Factual background
Alan and Glenn formed Mii, a limited liability company, in 1995. They had “equal membership interests,” at least until February 2004. The most recent version of the limited liability company agreement, dated September 1997, reposited the right to manage the business of the company in the members, but allowed them to turn that right over to managers elected by the members. The parties agree that, at some point, Alan and Glenn became Mii's managers, that Alan has continued to serve in that capacity ever since, and that Glenn continued to serve in that capacity until his resignation in February 2004.
The membership agreement does not restrict a manager's ability to resign from that role (and specifically provides a procedure for replacing a manager who “ceases to be a Manager before his term expires for any reason”). The agreement does provide, however, that “[n]o member has power to withdraw by voluntary act from the Limited Liability Company.”
As stated in the agreement, Mii's purpose was “to engage in the business of marketing and/or manufacturing of sensor materials, metallic powders and related parts.” Alan recalls that he and Glenn wanted, specifically, to finish the work on “composite materials and net shape pressing technologies” they had begun at another company they had started, Materials Innovation, Inc., formed in 1989. By 2002, however, Materials “owed significant amounts of money to a number of creditors,” so, Alan says, “it was decided that Materials would cease to operate as a going concern and that all of the resources of [Alan and Glenn] would be focused on” Mii.
Alan recalls that Glenn contributed “his creative talents and interests” to the Materials and Mii ventures, while Alan contributed some $23 million in capital. Thus, Alan explains, Glenn received “co-equal” interests with Alan in those businesses “without the necessity of having to come up with any cash equity.” Neither Glenn nor Alan, though, ever served as an employee of Mii; Glenn recalls that this arrangement was “by design.” Glenn never entered into any employment contract with Mii, including the “Invention, Non–Disclosure, and Confidentiality Agreement” that Mii made its employees sign.
In August 1996, Glenn and Alan entered into an agreement assigning certain intellectual property to Materials. In relevant part, this agreement provided that “the Inventors”—a term defined as Alan and Glenn “collectively”—“hereby assign, grant and convey to [Materials] their entire right, title and interest in and to U.S. Patent No. 5,453,293, together with ... any patent applications or patents claiming improvement in or modification of the subject matter set forth in the Patent developed by either or both of the Inventors.” Alan and Glenn were listed as the inventors of the '293 patent, which issued in September 1995.
The assignment agreement further provided that “[e]ach modification and improvement related to Composite and Engineered Materials”—a defined term—“covered by the patent now or hereafter conceived, made or developed by Inventors, or which shall become the property of Inventors in any manner whatsoever, shall be deemed to be included in the terms of this Agreement.” But Mii was not a party to the assignment...
To continue reading
Request your trial-
Estrada v. Progressive Direct Ins. Co.
...if the new theory requires further discovery. Under those circumstances, leave to amend would not be granted. See Beane v. Beane, 856 F.Supp.2d 280, 298 (D.N.H.2012) (denying new claims at summary judgment stage where litigant had amended its pleading three times since it was first filed an......
-
Estrada v. Progressive Direct Ins. Co.
...if the new theory requires further discovery. Under those circumstances, leave to amend would not be granted. See Beane v. Beane, 856 F.Supp.2d 280, 298 (D.N.H.2012) (denying new claims at summary judgment stage where litigant had amended its pleading three times since it was first filed an......
-
Vention Med. Advanced Components, Inc. v. Pappas
...in which courts dismissed trade secret claims for failure to adequately identify the alleged secrets. See, e.g., Beane v. Beane, 856 F.Supp.2d 280, 285, 305 (D.N.H. 2012). However, the cases that the defendants rely upon involved rulings on the merits. See, e.g., id. at 314. Accordingly, th......
-
Krishnan v. Blueprint Healthcare LLC
... ... secret.'” Beane v. Beane , 856 F.Supp.2d ... 280, 305 (D.N.H. 2012) (quoting IDX ... ...