Fla. Beauty Flora Inc. v. Pro Intermodal L.L.C.
| Decision Date | 15 July 2020 |
| Docket Number | CASE NO. 20-20966-CIV-ALTONAGA/Goodman |
| Parties | FLORIDA BEAUTY FLORA INC., Plaintiff, v. PRO INTERMODAL L.L.C., et al., Defendants. |
| Court | U.S. District Court — Southern District of Florida |
THIS CAUSE came before the Court on Defendants, Pro Intermodal L.L.C., Pro Cold Storage, Inc., Victor Veliz, and Gustavo Perez's1 Joint Motion to Dismiss Plaintiff's Complaint [ECF No. 41], filed on May 18, 2020. Plaintiff filed a Response [ECF No. 43] to the Motion, to which Defendants filed a Reply [ECF No. 49]. The Court has carefully considered the Verified Complaint [ECF No. 1], the parties' written submissions, the record, and applicable law. For the following reasons, the Motion is granted in part and denied in part.
This action arises from a former employee's alleged dissemination of privileged, confidential company information and trade secrets to competitors. (See generally Compl.). Plaintiff, Florida Beauty Flora, Inc., is a Florida corporation with its principal place of business in Miami, Florida. (See id. ¶ 3). Defendant, Intermodal, is a Florida limited liability company with its principal place of business in Hialeah, Florida. (See id. ¶ 4). Defendant, Pro Cold, is a Florida corporation with its principal place of business in Miami, Florida. (See id. ¶ 5). Defendants, Perezand Veliz, are residents of Miami-Dade County, Florida. (See id. ¶¶ 6-7).
Plaintiff is a refrigerated carrier providing transportation, warehouse, and logistical services to clients in the floral and perishable industries throughout the United States. (See id. ¶¶ 14-15). Intermodal and Pro Cold are Plaintiff's direct competitors. (See id. ¶¶ 16-18). Veliz is Pro Cold's President and Intermodal's member-manager. (See id. ¶¶ 19-20). Intermodal and Pro Cold have attempted to acquire Plaintiff's customer base, confidential information, and trade secrets through the poaching of Plaintiff's employees. (See id. ¶¶ 17-18). Plaintiff requires its employees to execute non-compete agreements restricting employment with competitors and the future solicitation of Plaintiff's clients. (See id. ¶ 21).
Perez was Plaintiff's employee for eleven years. (See id. ¶ 23). Perez held a position as sales manager and operated the Floral Program and Customer Service department. (See id.). Perez was a critical member of Plaintiff's management staff. (See id. ¶ 24). Within that role, Perez was "privy to confidential company information[] and company trade secrets needed to perform his job function." (Id. ¶ 25 (alteration added)). Perez developed a close relationship of trust and confidence with Plaintiff's principal shareholder and Chief Financial Officer, as well as its President. (See id. ¶ 24).
Plaintiff disseminated an employee manual to each of its employees that "detailed company policies on data security, computer usage[,] and securing company confidential information." (Id. ¶ 26 (alteration added)). Perez received a copy of Plaintiff's employee manual and never indicated he did not understand its terms and conditions. (See id.). Perez was fully aware he was not to disclose any confidential information save for the limited purposes delineated in the employee manual. (See id.).
On February 11, 2020, Perez submitted his notice of intended resignation to Plaintiff, citinghealth issues. . Immediately thereafter, Plaintiff questioned Perez, asking whether he was accepting a position with Intermodal. (See id. ¶ 27). Perez informed Plaintiff his departure was based solely on health issues and that he neither accepted nor sought employment with Intermodal. (See id. ¶¶ 27-28).
Following his notice of resignation, Perez sent privileged, confidential company information from his company email account to his personal email account. (See id. ¶ 29). Trade secrets "crucial to the continued successful operations of [] Plaintiff's business operations[]" were among the forwarded information; those trade secrets were "subject to rigorous security measures intended to prevent theft[.]" (Id. (alterations added)). Although Plaintiff authorized Perez to access his company email account, Perez "exceeded the scope of that authority[]" by "forward[ing] proprietary company information and trade secrets." (Id. ¶¶ 30-31 (alterations added)). Perez did not access his company email account for a legitimate business purpose, nor did he have prior company authorization to disseminate trade secrets to his personal email account. (See id. ¶¶ 31-32).
On February 14, 2020, Perez sent a companywide email indicating he was leaving his position, effective immediately. (See id. ¶ 33). That same day, Plaintiff inspected Perez's office and discovered Perez misappropriated numerous company documents. (See id. ¶ 34). Perez acquired "the entire client list, vendor list, pricing lists, most recent accounts receivable aging report, copies of customer contracts, Electronic Data Interchange program opreations [sic], and copies of insurance documents considered highly privileged and confidential by Plaintiff." (Id.).
On February 17, 2020, Plaintiff learned Perez was introduced as Intermodal's new sales manager. (See id. ¶ 35). Shortly thereafter, Perez, at Intermodal's request, "traveled to North Carolina to solicit the business of two of Plaintiff's largest accounts, Buds and Blooms[] and DeritaFloral Supply." (Id. ¶ 36 (alteration added)). Plaintiff has received reports that Defendants are contacting Plaintiff's clients "in an attempt to undercut Plaintiff's pricing and business relationships using the trade secrets stolen from Plaintiff by [] Perez." (Id. ¶ 37 (alteration added)). Plaintiff alleges Defendants agreed to acquire Plaintiff's trade secrets for their own use in the operations of Pro Cold and Intermodal. (See id. ¶¶ 38-39).
Plaintiff identifies as trade secrets its "customer list, pricing information and formulas, surcharge rate calculation, sales forecasting data, customer restrictions and requirements information, customer ordering databases and history, [and] future business expansion plans." (Id. ¶ 40 (alteration added)). Plaintiff has engaged in numerous steps to control access to these trade secrets, as well as other confidential business information. (See id. ¶¶ 41-42). Such measures include keeping privileged company information on a need-to-know basis, limiting printing privileges, subjecting all company mobile devices to inspection and administrator password control, and restricting employee interactions with the company network. (See id. ¶¶ 43-44).
To protect its trade secrets, as well as client relationships and goodwill, Plaintiff distributes an employee manual to its employees. . The employee manual informs employees Plaintiff may inspect "all mobile devices owned by the company" and require "employees to comply with company policies regarding the protection of the company's confidential and proprietary information when using personal devices." (Id. ¶¶ 45-46 (quotation marks omitted)). Certain provisions in the employee manual also restrict usage of the company network. (See id. ¶ 47).
To secure the integrity of its trade secrets, "Plaintiff employs a full-time information technology professional to protect the company's electronic data[] and records." (Id. ¶ 50 (alteration added); see also id. ¶ 49). Plaintiff utilizes security software "including a firewall, anti-virus software, and monitoring of employee device usage[.]" (Id. ¶ 52 (alteration added)). Plaintiff also restricts "dissemination of [] data from company or personal devices used by employees." (Id. ¶ 53 (alteration added)).
Despite these protective measures, Perez misappropriated Plaintiff's trade secret information for Defendants' benefit. (See id. ¶¶ 55-56). Defendants agreed Perez would utilize his access to Plaintiff's data systems and information to gain access to Plaintiff's trade secrets. (See id. ¶¶ 58-59). Defendants formed a conspiracy by "making an agreement to obtain Plaintiff's trade secrets by unauthorized use of Plaintiff's computer systems, and the physical removal of Plaintiff's secured documents, and use them in their business operations." (Id. ¶ 60). Defendants took acts in furtherance of the conspiracy by (1) sending unauthorized emails, (2) employing Perez after his departure from Plaintiff, and (3) soliciting Plaintiff's clients. (See id. ¶¶ 61-63).
The Complaint asserts eleven claims: injunctive relief against Perez (Count I) (see id. ¶¶ 64-74); injunctive relief against the Intermodal Defendants (Count II) (see id. ¶¶ 75-86); violations of the Defend Trade Secrets Act, 18 U.S.C. section 1836 et seq., against Defendants (Count III) (see id. ¶¶ 87-98); violations of the Computer Fraud and Abuse Act ("CFAA"), 18 U.S.C. section 1030 et seq., against Defendants (Count IV) (see id. ¶¶ 99-110); violations of the Economic Espionage Act, 18 U.S.C. section 1832 et seq., against Defendants (Count V) (see id. ¶¶ 111-18); violations of the Florida Uniform Trade Secrets Act, section 688.02, Florida Statutes, against Defendants (Count VI) (see id. ¶¶ 119-28); tortious interference with an advantageous business relationship against Intermodal and Pro Cold (Count VII) (see id. ¶¶ 129-35); civil conspiracy against Defendants (Count VIII) (see id. ¶¶ 136-43); breach of fiduciary duty against Perez (Count IX) (see id. ¶¶ 144-47); aiding and abetting breaches of fiduciary duty against the Intermodal Defendants (Count X) (see id. ¶¶ 148-53); and violations of the Racketeer Influenceand Corrupt Organizations Act ("RICO"), 18 U.S.C. section 1962 et seq., against Defendants (Count XI) (see id. ¶¶ 154-72).
Defendants move to dismiss Counts IV, VII, VIII, and XI for failure to satisfy Federal Rules of Civil Procedure 8(a) and 9(b) and for failure to state claims for relief under Federal Rule of Civil Procedure 12(b)(6). (See generally Mot.).
Rule 8(a) requires a pleading contain "a short and plain statement of the claim showing that the...
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