Fca U.S. LLC v. Bullock

• Decision Date: 13 March 2020
• Docket Number: Case No. 17-13972
• Citation: 446 F.Supp.3d 201
• Parties: FCA US LLC, Plaintiff, v. Patrea R. BULLOCK, Defendant.
• Court: U.S. District Court — Eastern District of Michigan

446 F.Supp.3d 201

FCA US LLC, Plaintiff,

v.Patrea R. BULLOCK, Defendant.

Case No. 17-13972

United States District Court, E.D. Michigan, Southern Division.

Signed March 13, 2020

Bethany G. Stawasz, Cynthia M. Filipovich, John E. Berg, Anthony A. Agosta, Clark Hill, PLC, Detroit, MI, for Plaintiff.

Gregory I. Thomas, Thomas, DeGrood & Witenoff, P.C., Southfield, MI, for Defendant.

OPINION & ORDER DENYING PLAINTIFF'S MOTION FOR SUMMARY JUDGMENT (Dkt. 82); GRANTING IN PART AND DENYING IN PART DEFENDANT'S MOTION FOR SUMMARY JUDGMENT (Dkt. 80); AND DENYING DEFENDANT'S MOTION TO STRIKE PLAINTIFF'S CLAIMS FOR MONETARY DAMAGES (Dkt. 81)

MARK A. GOLDSMITH, United States District Judge

This matter is before the Court on Plaintiff FCA US, LLC's ("FCA") motion for summary judgment (Dkt. 82), Defendant Patrea R. Bullock's motion for summary judgment (Dkt. 80), and Bullock's motion to strike FCA's claims for monetary damages (Dkt. 81). All motions have been fully briefed. Because oral argument will not assist in the decisional process, the motions will be decided based on the parties' briefing. See E.D. Mich. LR 7.1(f)(2); Fed. R. Civ. P. 78(b).

The case arises from Bullock's resignation from her employment serving as legal counsel to FCA and subsequent representation of plaintiffs in litigation adverse to FCA. FCA alleges that Bullock improperly retained and used its confidential information after her representation of the company ended. For the reasons that follow, the Court denies FCA's motion for summary judgment, grants in part and denies in part Bullock's motion for summary judgment, and denies Bullock's motion to strike FCA's claims for monetary damages.

I. BACKGROUND

Bullock is an attorney who previously worked for two law firms in California: Universal & Shannon, LLP ("U&S") (August 2016-May 2017) and Gates, O'Doherty, Gonter & Guy LLP ("GOGG") (June 2017-October 2017). 12/11/17 Bullock Decl., Ex. A to Def. Mot., ¶¶ 1, 5, 33-34, 37 (Dkt. 80-2). FCA was a client of both U&S and GOGG, and during Bullock's time at these law firms, she represented FCA in numerous breach of warranty, or "lemon law," cases. Bullock Dep., Ex. 1 to Pl. Mot., at 39 (Dkt. 82-2). In her role at U&S and GOGG, Bullock developed overall defense strategy based on the facts of individual cases, prepared motions and trial preparation documents, evaluated and advised FCA regarding the merits of cases, and negotiated settlements on behalf of FCA. 12/11/17 Bullock Decl. ¶¶ 10, 44, 63-64. Bullock admits that she obtained privileged and confidential information in the course of her representation of FCA. Answer ¶¶ 12-13, 16 (Dkt. 46).

In April 2017, while working at U&S, Bullock attended a training program conducted by FCA, and signed the "FCA US California Warranty Litigation Trial School Confidentiality Agreement" (the "Confidentiality Agreement"). 12/11/17 Bullock Decl. ¶¶ 17, 28; Confidentiality Agreement, Ex. 2 to Pl. Mot. (Dkt. 82-3). Under the terms of the Confidentiality Agreement, Bullock agreed "to maintain the confidentiality of all non-public documents and information disseminated during trial school that relate to the defense of FCA US (‘Confidential Information’)." The Confidentiality Agreement further provided that confidential information could be "used solely for purposes of the defense of California warranty actions against FCA US."

Bullock ended her employment with GOGG in October 2017 and opened her own law practice representing plaintiffs with defective vehicles under the California lemon law.¹ 12/11/17 Bullock Decl. ¶¶ 37, 40. Just prior to and immediately after leaving GOGG, Bullock admittedly transferred "every single file" from her work laptop, including FCA documents, to a number of USB devices. Bullock Dep. at 33, 55-56, 58-60. Bullock explained that she copied the contents of her work laptop in order to secure her personal files (e.g., records relating to her personal taxes and her son's college), and with the intention of later deleting GOGG's and FCA's files. Id. at 59-60. Bullock further admitted that one of the USB devices to which she transferred FCA's documents became corrupted, and that she sent the device to an IT firm in Texas to recover the data. Id. at 48-49, 54. However, when the firm informed Bullock that they were unable to recover any of the data, Bullock directed the company to destroy the device. Id.

A forensic examination of Bullock's work laptop confirmed that between October 17, 2017 and November 1, 2017, Bullock used four unique USB devices to store client data. Bandemer Decl. ¶ 8b (Dkt. 82-4). Specifically, on October 31, 2017, a USB device remained connected to Bullock's work laptop for over eight hours, during which time folders labelled "Cases," "Helpful Info," "Lemon Law Cases," "My Business," and "Releases" were created on the USB device. Id. ¶ 8f. Immediately after the USB device was removed, all personal and work files were deleted from the laptop. Id. ¶ 8g.

On November 20, 2017, Bullock filed a lawsuit against FCA in the Superior Court of California, Brown v. FCA US LLC, No. 34-2017-00222086, alleging breach of warranty on behalf of an owner of an FCA-manufactured vehicle. Answer ¶ 31. On December 8, 2017, FCA filed the instant complaint, alleging claims for breach of contract, misappropriation of trade secrets, and breach of fiduciary duty. Bullock thereafter filed at least two other breach of warranty lawsuits against FCA in California. See Bullock Dep. at 181; see also Pl. Supp. Br. (Dkt. 34) (noting Arias v. FCA US, LLC, No. FCS050161 (Super Ct. of Cal., Fairfield)); Pl. Supp. Notice (Dkt. 37) (noting Lewis v. FCA US LLC, No. CV-18-240 (Super. Ct. of Cal., Yolo)). However, Bullock obtained substitute counsel and no longer retains any cases against FCA. Bullock Dep. at 167, 169-170; 7/25/18 Bullock Decl. ¶ 45.

FCA has filed a motion for summary judgment, arguing that Bullock has admitted to all conduct necessary to prevail on its claims, and that Bullock's counterclaim for attorney fees and costs under 35 U.S.C. § 285 fails as a matter of law (Dkt. 82). In response, Bullock has voluntarily withdrawn her counterclaim. Def. Resp. at 19 (Dkt. 92). However, Bullock also filed a motion for summary judgment, arguing that FCA has failed to produce evidence supporting any of its claims (Dkt. 80). Bullock also seeks to strike FCA's claim for monetary damages on the ground that FCA has failed to propound discovery regarding the amount of its claimed damages (Dkt. 81).

II. STANDARD OF REVIEW

A motion for summary judgment under Federal Rule of Civil Procedure 56 shall be granted "if 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 genuine dispute of material fact exists when there are "disputes over facts that might affect the outcome of the suit under the governing law." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). "[F]acts must be viewed in the light most favorable to the nonmoving party only if there is a ‘genuine’ dispute as to those facts." Scott v. Harris, 550 U.S. 372, 380, 127 S.Ct. 1769, 167 L.Ed.2d 686 (2007). "Where the record taken as a whole could not lead a rational trier of fact to find for the nonmoving party, there is no genuine issue for trial." Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986).

Once the movant satisfies its initial burden of demonstrating the absence of any genuine issue of material fact, the burden shifts to the nonmoving party to set forth specific facts showing a triable issue of material fact. Scott, 550 U.S. at 380, 127 S.Ct. 1769 ; Celotex Corp. v. Catrett, 477 U.S. 317, 323, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). The nonmoving party "must do more than simply show that there is some metaphysical doubt as to the material facts," Scott, 550 U.S. at 380, 127 S.Ct. 1769 (quoting Matsushita, 475 U.S. at 586, 106 S.Ct. 1348 ), as the "mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported motion for summary judgment," id. (quoting Anderson, 477 U.S. at 247-248, 106 S.Ct. 2505 ) (emphasis in original); see also Babcock & Wilcox Co. v. Cormetech, Inc., 848 F.3d 754, 758 (6th Cir. 2017) ("A mere scintilla of evidence or some metaphysical doubt as to a material fact is insufficient to forestall summary judgment.").

III. DISCUSSION

In its complaint, FCA advances claims for breach of contract (Count I), misappropriation of trade secrets under both state and federal statutes (Counts II and III), and breach of fiduciary duty (Count IV). See generally Compl. (Dkt. 1). FCA also advances Count V, which seeks injunctive relief; however, this claim requests a remedy rather than an independent cause of action. See, e.g., Chungag v. Wells Fargo Bank, N.A., 489 F. App'x 820, 826 (6th Cir. 2012) ; Riley-Jackson v. Ocwen Loan Servicing, LLC, No. 13-cv-12538, 2013 WL 5676827, at *5 (E.D. Mich. Oct. 19, 2013). Both parties seek summary judgment on each of these claims.

A. Breach of Contract

In Count I of its complaint, FCA maintains that Bullock breached the Confidentiality Agreement when, by her own admission, she took FCA's confidential information after her legal representation ended and subsequently disclosed and used the files. Pl. Mot. at 16. In response, Bullock contends that FCA attempts to expand the scope of the Confidentiality Agreement beyond its express terms, and that FCA is unable to establish that she disclosed or used any of FCA's confidential information. Def. Resp. at 9.

A party asserting a breach of contract must establish that "(1) there was a contract (2) which the other party breached (3) thereby resulting in damages to the party claiming breach." Miller-Davis Co. v. Ahrens Constr., Inc., 495 Mich. 161, 848 N.W.2d 95, 104 (2014).² When construing a contract, a court's primary objective is to determine the...