Brightview Grp., LP v. Teeters

• Decision Date: 28 February 2020
• Docket Number: Civil Case No. SAG-19-2774
• Citation: 441 F.Supp.3d 115
• Parties: BRIGHTVIEW GROUP, LP, Plaintiff, v. Andrew M. TEETERS, et al., Defendants.
• Court: U.S. District Court — District of Maryland

441 F.Supp.3d 115

BRIGHTVIEW GROUP, LP, Plaintiff,

v.Andrew M. TEETERS, et al., Defendants.

Civil Case No. SAG-19-2774

United States District Court, D. Maryland.

Signed February 28, 2020

Mark Spencer Saudek, Joseph C. Dugan, Gallagher Evelius & Jones LLP, Baltimore, MD, for Plaintiff.

Jonathan P. Kagan, Michael J. Marinello, Kagan Stern Marinello & Beard, LLC, Annapolis, MD, Mark Andrew Gilday, Christine Elizabeth Sindall, Bregman Berbert Schwartz and Gilday LLC, Edward E. Sharkey, Law Offices of Edward E. Sharkey LLC, Bethesda, MD, for Defendant.

MEMORANDUM OPINION

Stephanie A. Gallagher, United States District Judge

Plaintiff Brightview Group, LP ("Brightview") filed this suit against Andrew Teeters ("Teeters"), Ross Dingman ("Dingman"), and Monarch Communities, LLC ("Monarch") (collectively, "Defendants") on September 19, 2019. ECF 1. Brightview filed an Amended Complaint on November 5, 2019, ECF 38, which each Defendant answered on November 19, 2019, ECF 51-53. Brightview seeks compensatory and exemplary damages for Defendants' misappropriation of trade secrets, in violation of both the Defend Trade Secrets Act of 2016 and the Maryland Uniform Trade Secrets Act, breach of fiduciary duties, and unfair competition under Maryland law. ECF 38, ¶¶ 106-35. Brightview also seeks preliminary and permanent injunctive relief under each claim for relief. Id.

On September 19, 2019, Brightview filed an Emergency Motion for Temporary Restraining Order and for a Preliminary Injunction. ECF 3. Defendants Dingman, ECF 9, and Teeters, ECF 15, opposed the TRO motion. After reviewing the filings, the Court held a hearing on September 26, 2019. ECF 18. The Court ultimately denied the TRO motion, but ordered the parties to engage in expedited discovery for purposes of the Preliminary Injunction motion. ECF 19 at 1-2. The Court also set in a hearing on Brightview's Motion for Preliminary Injunction for November 19, 2019. Id. at 2. Upon Brightview's request, and after the Court conducted a conference call with the parties, the Court postponed the hearing to January 16, 2020. ECF 50 (the Order); ECF 46 (Brightview's request). The Court has now held the hearing, ECF 77, and received supplemental filings from the parties on the Preliminary Injunction Motion, see ECF 67 (Defendants' sealed supplemental brief); ECF 69 (Brightview's sealed supplemental brief); ECF 85 (Defendants' redacted brief); ECF 86 (Brightview's redacted brief). Since the hearing, the parties have also filed supplemental briefing regarding the scope of Brightview's injunctive relief. ECF 81 (Brightview's proposed order); ECF 82 (Defendants' objections). No further hearing is necessary. See Loc. R. 105.6 (D. Md. 2018). For the reasons that follow, Brightview's Motion for Preliminary Injunction will be granted, although the relief will be somewhat more limited than requested.¹

I. FACTUAL BACKGROUND

A. The Relevant Parties

Brightview is a developer and operator of approximately thirty senior living communities along the Mid-Atlantic coast, in Maryland, Virginia, Pennsylvania, New Jersey, New York, Connecticut, Massachusetts, and Rhode Island. ECF 69-15. Generally speaking, Brightview communities offer a number of differing levels of care, ranging from offering senior individuals an independent living setting, to offering a greater level of care for those who have Alzheimer's Disease or dementia. See id.

Marilynn Duker, Brightview's Chief Executive Officer (CEO), joined Brightview's predecessor company in 1982 and, prior to becoming CEO, served as Brightview's President beginning in 2008. Prelim. Inj. Hrg. Tr. 35:3-7, Jan. 16, 2020. As CEO, Ms. Duker "direct[s] the overall strategy of the business, both the development company and [Brightview's] management company[,] and the investment of [Brightview's] equity funds." Id. at 35:10-14.

David Carliner is the Executive Vice President of Brightview. Id. at 55:25-56-2. As Executive Vice President, he directly supervises the members of Brightview's development group. Id. at 56:8-18. He also supervises the respective leaders of the project management and "financial and market analysis" groups. Id. at 56:16-20. In total, Mr. Carliner has been with Brightview for seventeen years. Id. at 56:14-15.

Defendants Andrew Teeters and Ross Dingman are former Brightview employees. ECF 15-1, ¶¶ 3-4, 9 (Teeters Aff.); ECF 9-1, ¶¶ 1-2 (Dingman Aff.). Teeters began his employment with Brightview in 2006 as a Development Director. ECF 15-1, ¶ 3. In that position, he was in charge of "identifying sites to develop Brightview communities[,] as well as obtaining the necessary jurisdictional approvals to construct the communities." Id. In December, 2017, Teeters was promoted to Senior Vice President for Development. Id. ¶ 4. In this position, Teeters oversaw the site selection and development of Brightview communities. Id. Teeters left Brightview at the end of July, 2019. Id. ¶¶ 9-11.

Dingman worked for Brightview from August, 1998 through August, 2019. ECF 9-1, ¶ 1. Dingman received four promotions during his tenure with Brightview, his last being to the position of Vice President of Operations in 2012. Id. ¶ 2. In that position, he led Brightview's start-up operations for new communities, and was also involved in "market selection, site selection, product mix, product development, community design[,] and underwriting development." Id. ¶ 3. He was also "thoroughly involved in the design and development of nearly all of Brightview's policies, manuals, guidelines, reports, system integrations[,] and overall operations." Id. ¶ 4.

Michael Glynn, who is not a party to this suit, worked for Brightview from 2011 to 2015, but left to take a position as a Vice-President of Development at National Development, a "development, construction, and property management company that has senior living projects as part of its portfolio." ECF 15-1, ¶ 8. National Development is based in Boston, Massachusetts. Id.

Just prior to Teeters's and Dingman's departures from Brightview, Glynn filed a certificate of incorporation for the company "Monarch Communities, LLC" in Delaware on July 10, 2019. Id. ¶ 15; see ECF 1-3 (Monarch's Certificate of Formation). One of Monarch's members is a company called "RAM HoldCo, LLC." ECF 15-1, ¶ 14. Glynn, Dingman, and Teeters are the members of RAM HoldCo. Id.

B. Information that Brightview Creates and Uses to Develop Senior Living Communities

In considering the information that Brightview claims as trade secret, it is helpful to understand how that information is created, and used, in the process of developing a new senior living community.

1. Product Development

According to Mr. Carliner, one of the first steps in developing new senior living community development is product development. Hrg. Tr. 57:19-58:21. This involves "understanding who the customer is, what are the wants, what are the desires" of both the senior individuals and their families. Id. at 58:24-59:3. Over twenty-five-plus years, Brightview has continually developed its product, and distilled it into "over 200 detailed standards and policies and procedures" in its Operational Guidelines manual. Id. at 44:24-46:15; Hrg. Ex. 41 (Brightview Operational Guidelines). The Operational Guidelines detail how Brightview seeks to operate each of its forty communities along the east coast, and according to Duker, to ensure that each is operated "in a manner that is consistent with the brand and reputation that we want to uphold and the level of quality with which we want to operate." Hrg. Tr. 45:13-19. Duker testified that each senior living community operating company likely has such a manual, because companies must share their policies and procedures with the state in order to get licensed to operate. Id. at 46:7-10. However, "each [operating manual] is unique to the company that prepares it and how they choose to operate their communities." Id. at 45:25-46:3.

Revisions to its Operational Guidelines are not the only way Brightview engages in product development. In 2019, Brightview hand-selected four of its senior executives – Dingman, Teeters, and two others – to participate in a year-long leadership development program at the University of Maryland, Baltimore County ("UMBC") Training Institute. Hrg. Tr. 37:1-38:21. Brightview invested over $150,000 for those four executives to attend the program in order to "envision and develop a strategy and detailed recommendations for the future physical product and service model for Brightview for the future." Id. at 37:15-20.

Out of the effort and expense came the document, "Brightview Senior Living Product Development." ECF 69-42. The document contains the committee's ideas and recommendations for new additions and improvements to over twenty different aspects of Brightview's product. Id. One of those aspects is Brightview's staffing of its communities. Id. ; Hrg. Tr. 39:15-40:8. According to Duker, "One of the holy grails for the senior living industry is figuring out how to deliver a more affordable product." Hrg. Tr. 39:25-40:2. Indeed, "[s]ince about 75 percent of [Brightview's] cost is staffing," the committee explored various ways to reduce staffing costs. Id. at 40:2-8. The committee also explored ways to improve services offered to residents. Id. at 40:14-22. Brightview does not share this product development information with competitors. Id. at 41:11-15. If a competitor did obtain access to this information, Duker testified, then they would have ready insight into a senior living product for a future, and ways of improving their product immediately. Id. at 41:1-8.

2. Market Analysis

From product development, Brightview's focus shifts to market analysis, which entails two parts. Hrg. Tr. 59:5-19. First, Brightview works to determine a "primary market" for a new senior living community. Id. The "primary market area" is the area "where you think the majority of your residents will come from," considering factors such as geographical...