Cornerstone Consultants Inc. v. Prod. Input Solutions

• Citation: 789 F.Supp.2d 1029
• Decision Date: 19 May 2011
• Docket Number: No. C 10–3072–MWB.,C 10–3072–MWB.
• Court: U.S. District Court — Northern District of Iowa
• Parties: CORNERSTONE CONSULTANTS, INC., and Paul Qualy, Plaintiffs,v.PRODUCTION INPUT SOLUTIONS, L.L.C., Value–Added Science & Technologies, L.L.C., Prairie Systems, L.L.C., Greg Howard, and Chad Hagen, Defendants.

789 F.Supp.2d 1029

CORNERSTONE CONSULTANTS, INC., and Paul Qualy, Plaintiffs,

v.PRODUCTION INPUT SOLUTIONS, L.L.C., Value–Added Science & Technologies, L.L.C., Prairie Systems, L.L.C., Greg Howard, and Chad Hagen, Defendants.

No. C 10–3072–MWB.

United States District Court,N.D. Iowa,Central Division.

May 19, 2011.

John C. Gray, Heidman Redmond Fredregill Patterson Plaza Dykstra & Prahl, Sioux City, IA, for Plaintiffs.

David M. Swinton, Todd Michael Lantz, Belin McCormick, P.C., Jeff H. Jeffries, Michelle R. Rodemyer, Hopkins & Huebner, Des Moines, IA, for Defendants.

MEMORANDUM OPINION AND ORDER REGARDING THE DEFENDANTS' MOTION TO DISMISS

MARK W. BENNETT, District Judge.

+-------------------+
                ¦TABLE OF CONTENTS  ¦
                +-------------------+
                

                I. INTRODUCTION                                                       1031
                

 A. Factual Background                                             1031
                    B. Procedural Background                                          1034
                

                II. LEGAL ANALYSIS                                                    1036
                

 A. The Stored Communications Act Claim                            1036
                

 1. Standards for dismissal pursuant to Rule 12(b)(6)             1036
                        2. Overview of the purpose and pertinent provisions of the SCA   1040
                        3. Arguments of the parties                                      1043
                

 a. The moving defendants' initial argument               1043
                             b. The plaintiffs' response                              1044
                             c. The moving defendants' reply                          1045
                             d. The parties' supplemental arguments                   1046
                

 4. Analysis                                                  1047
                

 a. Elements of a § 2701(a) claim                        1047
                             b. Pleading of the elements                              1049
                

 i. Element one                                      1049
                                 ii. Element two                                      1050
                                 iii. Elements three and four                          1055
                

 5. Summary                                                   1056
                

 B. The State–Law Claims                                         1056
                

 1. Principles of supplemental jurisdiction                   1057
                         2. Arguments of the parties                                  1058
                         3. Analysis                                                  1058
                

                III. CONCLUSION                                                        1059
                

The parties in this “e-mail trespass” case assert that the critical question on the defendants' motion to dismiss a claim pursuant to the Stored Communications Act (SCA), 18 U.S.C. § 2701 et seq., is, who is the “provider” of “electronic communications services” capable of authorizing access to the company's e-mail server on which e-mails of an independent contractor were stored? The parties dispute whether the “provider” is the company that let an independent contractor use its e-mail system, the company's information technology contractor that provided the server on which e-mails were stored and otherwise managed, maintained, and archived the server for the company, or the internet service provider that made possible outside e-mail communications to and from the company's e-mail system. I find that the critical question, at least at this stage of the proceedings, is actually somewhat different: Have the plaintiffs adequately pleaded that the company's access to the company's e-mail server, where the independent contractor's e-mails were stored, was unauthorized or in excess of any authorization by the entity identified in the complaint as the “provider” of the pertinent services, the information technology contractor?

I. INTRODUCTION

A. Factual Background

“When ruling on a defendant's motion to dismiss, a judge must accept as true all of the factual allegations contained in the complaint.” Erickson v. Pardus, 551 U.S. 89, 94, 127 S.Ct. 2197, 167 L.Ed.2d 1081 (2007) (citing Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555–56, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). Thus, the significant factual background presented here is based on the plaintiffs' allegations in their December 10, 2010, Complaint (docket no. 2), not any further factual allegations in the parties' briefing of the pending Motion To Dismiss.

According to the Complaint, plaintiff Paul Qualy is the president and sole shareholder of plaintiff Cornerstone Consultants, Inc. (CCI), an Iowa corporation with its principal place of business in Lake City, Calhoun County, in the Northern District of Iowa.¹ Defendants Production Input Solutions, L.L.C. (PIS), and Value–Added Science & Technologies, L.L.C. (VAST), are both Iowa limited liability companies with their principal places of business in Mason City, Cerro Gordo County, in the Northern District of Iowa. ² The Complaint appears to treat PIS and VAST as a single entity for purposes of the factual allegations and the claims asserted, even though they are nominally separate entities. Individual defendants Greg Howard, an Iowa resident, and Chad Hagen, a Minnesota resident, were, at the material times, agents, owners, or employees of both PIS and VAST. On or about November 19, 2007, Qualy also became a minority owner of PIS and VAST. Subsequently, on or about January 3, 2008, PIS contracted with Qualy's company, CCI, to provide business consulting services to both PIS and VAST in exchange for a salary of $100,000 per year for ten years.

Defendant PrairiE Systems, L.L.C. (PrairiE), is an Iowa limited liability company with its principal place of business in Emmetsburg, Palo Alto County, in the Northern District of Iowa. The plaintiffs allege that PrairiE is a third-party information technology and web hosting company and that it is PIS and VAST's information technology computer consulting firm. The plaintiffs also allege that “Defendant PrairiE provided electronic communication services to Defendants” through an “Exchange Server,” Complaint, ¶ 52, and, more specifically still, that “[d]efendant PrairiE provided electronic storage of e-mail communications sent to and received by Plaintiffs for Defendants PIS and VAST,” id. at ¶ 50.

The plaintiffs allege that Qualy's primary computer was a laptop paid for by CCI. Qualy used that laptop for personal e-mail through Mediacom, for business e-mail through CCI, and for CCI's communication with PIS and VAST. Qualy also used his personal, private CCI e-mail account for both business and personal correspondence unrelated to the consulting services that CCI provided to PIS and VAST. Qualy's personal e-mail account and CCI e-mail account were each hosted by a different internet service provider, but messages were downloaded into the Microsoft Outlook e-mail program on Qualy's CCI laptop through the respective service provider's POP3 mail server.

The plaintiffs allege that, on or about May 1, 2008, at the request of PIS and VAST, Qualy took his CCI laptop to the offices of PIS and VAST. There, an employee of PrairiE configured the CCI laptop for file-sharing capability and a PIS e-mail account “on PIS and VAST's server.” Complaint, ¶ 29. The Complaint identifies this server as the one “managed, maintained, and archived by PrairiE.” Id. at 31; see also id. at ¶ 34 (referring to the same server as “the server provided by PrairiE to PIS and VAST”). The configuration of the CCI laptop involved “using a program called Microsoft Exchange (Exchange), which connects a group of computers to one server where data is stored.” Id. at 32.

The plaintiffs allege, on information and belief, that PrairiE maintains a profile on the PIS and VAST server for each individual user and that, when a user logs on, Exchange automatically copies the user profile on each individual user's computer to the PIS and VAST server, in a process known as “synchronization.” The plaintiffs also allege, on information and belief, that PrairiE compiled Qualy's personal e-mail account and CCI email account with his PIS e-mail account into a single user profile, which Exchange thereafter copied onto the server provided by PrairiE to PIS and VAST when it synchronized the profile on Qualy's laptop with his profile on the PIS and VAST server. Consequently, the plaintiffs allege that PrairiE obtained and stored copies of e-mails sent to and from the plaintiffs using e-mail accounts that were entirely unrelated to CCI's business dealings with PIS and VAST. Id. at 35; see also id. at ¶ 51 (“Among the e-mail communications retained in electronic storage by PrairiE on behalf of PIS and VAST were e-mails sent and received by Plaintiffs on e-mail accounts not provided by PIS and VAST.”).

On or about April 14, 2009, PIS informed CCI of its intent to terminate the ten-year consulting contract entered into on or about January 3, 2008. The plaintiffs allege that “Plaintiff CCI [sic] continued to provide services to PIS and VAST in his [sic] capacity as an officer and manager of the companies until July 31, 2009.” Id. at ¶ 41; and compare id. at ¶ 24 (alleging that PIS contracted with CCI “to provide business consulting services to both PIS and VAST in exchange for a salary of $100,000 per year for ten years”); id. at ¶ 23 (alleging that, on or about November 19, 2007, “Paul Qualy became a minority owner of PIS and VAST”). The plaintiffs also allege that, “[o]n or about November 13, 2009, CCI's ownership interests in PIS and VAST were repurchased by PIS and VAST.” Id. at ¶ 43; and compare id. at ¶ 23 (alleging that Qualy, not CCI, became a minority owner of PIS and VAST).

The plaintiffs allege that, on or about June 23, 2009, that is, after notice of intent to terminate CCI's contract had been given, defendant Howard instructed employees of PrairiE to disconnect CCI's and Qualy's access to the PIS and VAST file-sharing drive, but to keep active CCI's and Qualy's e-mail service and connection to the Exchange server. They allege that, the same day, Howard also instructed...