Cranel Inc. v. Pro Image Consultants Grp., LLC

• Decision Date: 29 September 2014
• Docket Number: Case No. 2:13–cv–766.
• Citation: 57 F.Supp.3d 838
• Court: U.S. District Court — Southern District of Ohio
• Parties: CRANEL INC., Plaintiffs, v. PRO IMAGE CONSULTANTS GROUP, LLC, et al, Defendant.

57 F.Supp.3d 838

CRANEL INC., Plaintiffs

v.PRO IMAGE CONSULTANTS GROUP, LLC, et al, Defendant.

Case No. 2:13–cv–766.

United States District Court, S.D. Ohio, Eastern Division.

Signed Sept. 29, 2014.

Scott Edward North, Christen Marie Blend, Columbus, OH, for Plaintiffs.

Maribeth Deavers, Andrew Neil Yosowitz, Isaac Wiles Burkholder & Teetor, LLC, Columbus, OH, for Defendant.

Joshua Fetter, Cardington, OH, pro se.

OPINION AND ORDER

JAMES L. GRAHAM, District Judge.

This matter is before the Court on the Defendants' Partial Motions to Dismiss (docs. 39, 40, & 42). For the reasons that follow, the Court will GRANT the Defendants' Motions and DISMISS the remaining state law claims WITHOUT PREJUDICE.

I. Background

The following allegations are taken from the Plaintiff's Amended Complaint (doc. 36).

The Plaintiff, Cranel Inc., is an Ohio corporation that provides information technology solutions and services to customers throughout North America. Am. Compl. at ¶ 11, doc. 36. The Plaintiff specifically provides enterprise content management (ECM) software and hardware that allows customers to scan, capture, manage, and store documents. Id. In addition, the Plaintiff offers customer support services and technology maintenance and management services. Id.

V–CARE is an all-inclusive technology and maintenance service offered by the Plaintiff. Id. at ¶ 12. The Plaintiff prices V–CARE for each customer based on a number of factors using a confidential and proprietary pricing tool. Id. at ¶¶ 13–14. Among other security measures, the Plaintiff restricts employee access to the pricing tool and stores the pricing tool on its computer system. Id. at ¶ 16.

Defendant Pro Image is a Connecticut-based corporation that provides document imaging services to customers. Am. Compl. at ¶ 20. From October 2000 to April 2012, Defendant Pro Image was a customer of Cranel, re-selling the V–CARE service from 2006 to the spring of 2012. Id. During the relevant time period, Defendant Richard Morin was the President of Defendant Pro Image. Defendant Frank Damico worked for the Plaintiff from October 17, 2005 to July 10, 2012, initially as a district manager and later as the National Sales Manager for the Plaintiff's VCARE business. Id. at ¶ 18. As National Sales Manager, Defendant Damico was in charge of sales of V–Care in the United States and Canada. Id. at ¶ 19. Defendant Damico interacted with Defendant Morin on a regular basis concerning Defendant Pro Image's reselling of V–Care. Id. at ¶ 21. According to the Plaintiff, in late 2011 and early 2012, Defendants Pro Image, Morin, and Damico entered into a conspiracy to misappropriate the Plaintiff's proprietary customer and pricing information, which they then used to compete with the Plaintiff for technology service and maintenance contracts. Id. at ¶ 23. Defendants Matthew Brown¹ and Joshua Fetter joined the alleged conspiracy in 2012. Id. Defendants Damico, Fetter, and Brown are Ohio residents.

In January 2012, Defendant Pro Image began to compete with Cranel for new technology maintenance contracts and for contracts with existing Cranel customers. Id. at ¶ 24. Defendant Pro Image's contract proposals indicated detailed knowledge of the Plaintiff's own contracts with its customers. Am. Compl. at ¶ 27. Defendant Pro Image's contract proposals resembled the Plaintiff's proposal form. Id. After further investigation, the Plaintiff determined that its proprietary business documents and information were being shared with Defendant Pro Image. Id. at ¶¶ 28–29. The Plaintiff terminated its business relationship with Defendant Pro Image on April 18, 2012. Id. at ¶ 24.

The Plaintiff's internal investigation revealed that, from November 2011 through April 2012, Defendant Damico shared the Plaintiff's proprietary information, including V–Care service proposals, with Defendants Pro Image, Morin, Fetter, and Brown. Id. at ¶ 30. During that time period, Defendant Damico and Defendant Morin had more than 30 telephone conversations in which they allegedly discussed their plan to steal the Plaintiff's proprietary information. Id. at ¶ 31. After many of these phone conversations, Defendant Damico emailed the Plaintiff's proprietary information to his personal email address or printed the proprietary information. Am. Compl. at ¶ 32. Between October 2011 and May 2012, Defendant Damico emailed to his private account twenty different Microsoft Excel, Microsoft Word, and PDF files containing Cranel's proprietary information.Id. These files contained the Plaintiff's V–Care contract renewals and contract proposals, billing information, and product information. Id. at ¶ 33. Defendant Damico was not authorized to take these documents and he purportedly had no business reason to do so. Id. at ¶ 34.

On January 4, 2012, Defendant Damico spoke with Defendant Morin by phone. Id. at ¶ 35. After that phone conversation, Defendant Damico emailed multiple documents containing the Plaintiff's proprietary information to his personal account. Id. Included in these documents was the Plaintiff's pricing spreadsheet for V–Care products, which included its proprietary pricing formula. Id. Defendant Damico was not authorized to access the proprietary pricing formula. Am. Compl. at ¶ 36. The Plaintiff stored its pricing tool in a secure computer directory and limited access to that tool. Id. Because he lacked authority to access the pricing tool directly, Defendant Damico persuaded a colleague authorized to access the pricing tool to email it to him. Id. The other documents obtained by Defendant Damico included information about the Plaintiff's customer contacts, the customer's equipment models and serial numbers, and the dates on which the customers' contracts with the Plaintiff terminated. Id. at ¶ 35. Defendant Pro Image subsequently used that proprietary information in competing with the Plaintiff for new and existing customers. Id. at ¶¶ 37–39.

On January 6, 2012, a new telephone number was added to Defendant Damico's cellular telephone plan. Id. at ¶ 40. Defendant Damico or Defendant Fetter, an employee of Defendant Pro Image, began to use that telephone number to solicit business on behalf of Defendant Pro Image. Am. Compl. at ¶ 41. Specifically, Defendant Damico or Defendant Fetter would contact the Plaintiff's customers; represent that they were Josh Fetter, a former employee of the Plaintiff; gather information on the Plaintiff's customers; and solicit business from those customers on behalf of Defendant Pro Image. Id. at ¶¶ 43–49. Over the following six months, the new telephone number was used to contact Defendant Morin and Defendant Brown on a regular basis. Id. at ¶ 42.

After completing its investigation, the Plaintiff terminated Defendant Damico's employment on July 10, 2012. Id. at ¶ 50. Shortly thereafter, Defendant Damico began to officially work for Defendant Pro Image. Id. at ¶ 51. Subsequently, Defendant Damico became an officer and part owner of Defendant Pro Image. Id. at ¶ 52. Prior to the spring of 2012, Defendant Pro Image sold services only to end user customers located in New England. Am. Compl. at ¶ 53. In the spring of 2012, Defendant Pro Image began to sell its maintenance services to the Plaintiff's customers with whom Defendant Pro Image had no prior relationship. Id.

On August 1, 2013, the Plaintiff filed its Complaint (doc. 1) asserting eleven causes of action against the Defendants. In February 2014, the Plaintiff filed an Amended Complaint (doc. 36) alleging: (1) violation of the Federal Computer Fraud and Abuse Act; (2) violation of the Federal Racketeer Influenced and Corrupt Organizations Act; (3) corrupt activity in violation of O.R.C. § 2923.31 ; (4) misappropriation of trade secrets; (5) conversion; (6) tortious interference with customer business relationships; (7) unfair competition; (8) civil action for criminal act/willful theft in violation of O.R.C. § 2307.60 & 2307.61 ; (9) injunctive relief; (10) tortious destruction of evidence/spoliation of evidence; (11) breach of employee duty of loyalty; (12) tortious interference with employment relationship; (13) breach of contract; and (14) tortious interference with contract.

Defendants Pro Image, Morin, Damico, and Brown (the Defendants) subsequently filed partial motions to dismiss (docs. 39, 40, & 42). Defendant Fetter is representing himself pro se and has not filed any dispositive motion. The Defendants' motions are fully briefed and ripe for resolution.

II. Standard of Review

Federal Rule of Civil Procedure 8(a) requires that a pleading contain a “short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.R.Civ.P. 8(a)(2). When considering a motion under Rule 12(b)(6) to dismiss a pleading for failure to state a claim, a court must determine whether the complaint “contain[s] sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’ ” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) ). A court should construe the complaint in the light most favorable to the plaintiff and accept all well-pleaded material allegations in the complaint as true. Iqbal, 556 U.S. at 679, 129 S.Ct. 1937 ; Erickson v. Pardus, 551 U.S. 89, 93–94, 127 S.Ct. 2197, 167 L.Ed.2d 1081 (2007) ; Twombly, 550 U.S. at 555–56, 127 S.Ct. 1955.

Despite this liberal pleading standard, the “tenet that a court must accept as true all of the allegations contained in a complaint is inapplicable to legal conclusions. Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937 ; see also Twombly, 550 U.S. at 555, 557, 127 S.Ct. 1955 (“labels and conclusions” or a “formulaic recitation of the elements of a cause of action will not do,” nor will “naked assertion[s]” devoid of “further factual enhancements”); ...