Gallagher Benefit Servs., Inc. v. Campbell

• Decision Date: 24 March 2021
• Docket Number: Civil Action No. 1:19-cv-00836-SDG
• Citation: 528 F.Supp.3d 1326
• Parties: GALLAGHER BENEFIT SERVICES, INC. and Arthur J. Gallagher & Co., Plaintiffs, v. Grant T. CAMPBELL, A2 Holdings, LLC, Robert W. Taylor, and Kathryn T. Storck, Defendants.
• Court: U.S. District Court — Northern District of Georgia

528 F.Supp.3d 1326

GALLAGHER BENEFIT SERVICES, INC. and Arthur J. Gallagher & Co., Plaintiffs,

v.Grant T. CAMPBELL, A2 Holdings, LLC, Robert W. Taylor, and Kathryn T. Storck, Defendants.

Civil Action No. 1:19-cv-00836-SDG

United States District Court, N.D. Georgia, Atlanta Division.

Signed March 24, 2021

Filed March 25, 2021

Philip A. Franco, Pro Hac Vice, Timothy Michael Brinks, Adams & Reese LLP, New Orleans, LA, John Archer Thomson, Jr., Adams and Reese, LLP, Atlanta, GA, for PlaintiffGallagher Benefit Services, Inc.

John Archer Thomson, Jr., Adams and Reese, LLP, Atlanta, GA, Philip A. Franco, Adams & Reese LLP, Birmingham, AL, for PlaintiffArthur J. Gallagher & Co.

Ashley Morgan Bowcott, Benjamin I. Fink, Neal F. Weinrich, Berman Fink Van Horn, P.C., Atlanta, GA, for Defendants.

OPINION AND ORDER

Steven D. Grimberg, United States District Court Judge

This matter is before the Court on the following motions: DefendantKathryn T. Storck's motion for summary judgment[ECF 115]; DefendantGrant T. Campbell's motion for summary judgment[ECF 120]; DefendantsRobert W. Taylor and A2 Holdings, LLC's motion for summary judgment[ECF 122]; and Defendants’ joint motion in limine[ECF 181].For the following reasons, and with the benefit of oral argument, Storck's motion for summary judgment is DENIED ; Campbell's motion for summary judgment is GRANTED IN PART and DENIED IN PART ; Taylor and A2's motion for summary judgment is GRANTED IN PART and DENIED IN PART ; and Defendants’ joint motion in limine is GRANTED .

I.BACKGROUND¹

Gallagher is a nationwide provider of risk management, human capital consulting, and insurance brokerage services.²Campbell, Storck, and Taylor are all former Gallagher employees.³Prior to his employment with Gallagher, Taylor was the sole owner and President of Argus Holdings, Inc., d/b/a Argus Benefits (Argus), an employee benefits and insurance consulting firm.⁴Campbell and Storck both worked for Taylor at Argus.⁵In late-2012, Taylor sold Argus to Gallagher.⁶After the sale, Taylor became the Area-President of Gallagher's Atlanta office.⁷Campbell and Storck joined Gallagher as a producer and benefits administrator, respectively.⁸All three signed employment agreements containing certain obligations and restrictive covenants.⁹

On June 22, 2016, Taylor resigned his position at Gallagher.¹⁰After his resignation, Taylor began planning to form a new company.¹¹The restrictive covenant period in the Taylor Agreement expired on June 22, 2018.¹²On July 26 2018, Taylor formed A2.¹³After forming A2, Taylor began actively pursuing the accounts and business of Gallagher's clients.¹⁴Some of the clients signed Broker of Record (BOR) letters to announce their transitions from Gallagher to A2.¹⁵

While planning his new company, Taylor identified Storck and Campbell as two potential future employees.¹⁶In February 2017, Storck resigned from Gallagher to join Alliant Insurance Services, Inc.(Alliant), another direct competitor of Gallagher.¹⁷By March 2018, Taylor and Storck began discussing the latter's future employment.¹⁸On June 4, 2018, Storck resigned from Alliant to join Taylor.¹⁹Storck subsequently began servicing some of her former Gallagher clients in her role at A2.²⁰

Campbell and Taylor remained in contact after the latter's resignation from Gallagher.For example, in May 2018, Campbell's and Taylor's families went on vacation together.²¹Prior to the trip, Campbell had begun the practice of saving documents on his personal computer and two thumb drives, as well as emailing documents to his and his wife's personal email accounts.²²And on June 4, 2018—the same day Storck submitted her resignation to Alliant—Campbell's wife exchanged text messages with Taylor stating that it was a "[b]ig day" and asking for Taylor to "let [her] know when the cat's out of the bag."²³Campbell's wife additionally texted Taylor that he should "[n]ow go build [his] cast of characters" and that she and Campbell were "so thankful to be part of the cast."²⁴From May through December 2018, Campbell remained in close contact with Taylor, including discussing Campbell eventually joining A2.²⁵On November 29, 2018, Campbell prepared a spreadsheet that contained columns listing (1) the names of 14 then-Gallagher clients, (2) an "action" item, and (3)a section to input notes (hereafter, the Spreadsheet).²⁶The Spreadsheet contained entries for certain clients such as "Call>>RT to call" and "Teagan to support."²⁷

In December 2018, Campbell began informing some of the clients he personally serviced that he would be leaving Gallagher.²⁸Campbell told some clients that he would be joining A2 and, in other instances, either asked permission to provide their contact information to Taylor or told them that Taylor would be in contact to discuss A2.²⁹Taylor subsequently contacted many of these clients—some of which had no prior relationship with him—to discuss their businesses.³⁰On January 1, 2019, Campbell submitted his resignation to Gallagher.³¹On approximately January 22, Campbell went to work as a producer at A2.³²According to Gallagher, Taylor, Campbell, and Storck all colluded together to identify, solicit, and service its clients for their own—and A2's—benefit.

Gallagher initiated this action on February 19, 2019.³³It asserts three claims for: breach of contract (Count I, against Campbell and Storck); tortious interference with contract (Count II, against Taylor and A2); and preliminary injunctive relief (Count III, against Storck).³⁴On April 13, 2020, Storck, Campbell, and Taylor and A2 filed three separate motions for summary judgment.³⁵On July 6, all Defendants filed a joint motion in limine to exclude certain testimony proffered by Brandon Fuss, Gallagher's corporate representative.³⁶On February 13, 2021, the Court heard oral argument from the parties on the outstanding motions.

II.SUMMARY JUDGMENT

A.Legal Standard

Summary judgment is appropriate when "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 party seeking summary judgment has the initial burden of informing the district court of the basis for its motion and identifying those portions of the record that demonstrate the absence of a genuine issue of material fact.Celotex Corp. v. Catrett , 477 U.S. 317, 323, 106 S.Ct. 2548, 91 L.Ed.2d 265(1986).If a movant meets its burden, the non-movant must present evidence showing either (1) a genuine issue of material fact or (2) that the movant is not entitled to judgment as a matter of law.Id. at 324, 106 S.Ct. 2548.A fact is considered "material" only if it may "affect the outcome of the suit under the governing law."BBX Cap. v. Fed. Deposit Ins. Corp. , 956 F.3d 1304, 1314(11th Cir.2020)(citingAnderson v. Liberty Lobby, Inc. , 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202(1986) ).A factual dispute is "genuine if the evidence is such that a reasonable jury could return a verdict for the nonmoving party."Id.(citingAnderson , 477 U.S. at 248, 106 S.Ct. 2505 )(punctuation omitted).

In opposing a motion for summary judgment, the non-movant"may not rest upon the mere allegations or denials of his pleading, but must set forth specific facts showing that there is a genuine issue for trial."Sears v. Roberts , 922 F.3d 1199, 1207(11th Cir.2019).See alsoMatsushita Elec. Indus. Co. v. Zenith Radio Corp. , 475 U.S. 574, 586–87, 106 S.Ct. 1348, 89 L.Ed.2d 538(1986).If the non-movant relies on evidence that is "merely colorable, or is not significantly probative, summary judgment may be granted."Likes v. DHL Express (USA), Inc. , 787 F.3d 1096, 1098(11th Cir.2015).But the Court's role is not to "weigh the evidence and determine the truth of the matter but to determine whether there is a genuine issue for trial."Sears , 922 F.3d at 1205(citingAnderson , 477 U.S. at 249, 106 S.Ct. 2505 ).The Court must "view all of the evidence in a light most favorable to the nonmoving party and draw all reasonable inferences in that party's favor."Newcomb v. Spring Creek Cooler Inc. , 926 F.3d 709, 713(11th Cir.2019).See alsoStrickland v. Norfolk S. Ry. Co. , 692 F.3d 1151, 1154(11th Cir.2012)("Credibility determinations, the weighing of the evidence, and the drawing of legitimate inferences from the facts are jury functions, not those of a judge.")(quotingAnderson , 477 U.S. at 255, 106 S.Ct. 2505 ).

B.Discussion

Defendants’ motions for summary judgment collectively challenge each substantive claim asserted by Gallagher.Although the facts are intertwined and legal issues often overlap, the Court addresses each motion separately.

1.Storck's motion for summary judgment

Gallagher alleges Storck breached the non-competition and non-solicitation restrictive covenants found in her employment agreement.In Georgia, the elements of a breach of contract claim are "(1) breach and the (2) resultant damages (3) to the party who has the right to complain about the contract being broken."

UWork.com, Inc. v. Paragon Techs., Inc. , 321 Ga. App. 584, 590, 740 S.E.2d 887(2013)(citingNorton v. Budget Rent A Car System , 307 Ga. App. 501, 502, 705 S.E.2d 305(2010) )."A breach occurs if a contracting party repudiates or renounces liability under the contract; fails to perform the engagement as specified in the contract; or does some act that renders performance impossible."Moore v. Lovein Funeral Home, Inc. , 358 Ga.App. 10, 852 S.E.2d 876, 880(2020).See alsoBd. of Regents of the Univ. Sys. of Ga. v. Doe , 278 Ga. App. 878, 887, 630 S.E.2d 85(2006)("A breach of contract may arise in any one of three ways, namely: by renunciation of liability under the contract; by failure to perform the engagement; or by doing something which renders performance impossible.").

The Storck Agreement became effective on January 1, 2013.In Section 8, Storck agreed to "not, directly or indirectly, solicit,...