M3 USA Corp. v. Qamoum

• Decision Date: 07 June 2021
• Docket Number: Civil Action No. 20-2903 (RDM)
• Parties: M3 USA CORPORATION, Plaintiff, v. SUMMER QAMOUM, et al., Defendants.
• Court: U.S. District Court — District of Columbia

M3 USA CORPORATION, Plaintiff, v. SUMMER QAMOUM, et al., Defendants.

Civil Action No. 20-2903 (RDM)

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

June 7, 2021

AMENDED MEMORANDUM OPINION AND ORDER

(Amending the memorandum opinion and order filed on June 4, 2021)

Plaintiff M3 USA Corporation ("M3") brings this action against two of its former employees, Summer Qamoum and Robert Warpas, and Medical Mile Research, LLC ("Medical Mile"), a company that now employs Qamoum and Warpas. M3 alleges that Qamoum and Warpas have breached, and are continuing to breach, their non-compete agreements with M3; that Qamoum breached her contractual and common law duties of loyalty to M3 and has violated, and is continuing to violate, her non-solicitation agreement with M3; and that Qamoum and Medical Mile are being unjustly enriched through the wrongful use of M3's confidential business information, are misappropriating M3's confidential business information, and are violating the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq., and the District of Columbia Uniform Trade Secrets Act, D.C. Code. § 36-401. Dkt. 1 at 11-18 (Compl. ¶¶ 66-123). Pending before the Court are two motions: (1) Medical Mile's motion to dismiss the action against it for lack of personal jurisdiction, Dkt. 10, and (2) M3's motion for a preliminary injunction, seeking to enjoin Qamoum and Warpas "from further violating" their contracts, Dkt. 24 at 3.

For the reasons explained below, the Court will GRANT Medical Mile's motion to dismiss without prejudice and will DENY M3's motion for a preliminary injunction.

I. BACKGROUND

A. Factual Background

1. Warpas's and Qamoum's Employment with M3

For purposes of resolving the pending motions, the Court relies on the uncontested allegations in the complaint, the declarations, deposition testimony, and customer lists that the parties have proffered, and the testimony of Warpas, Qamoum, and her father from the hearing on the pending motions. See Doe v. U.S. Customs & Border Prot., No. 20-cv-672, 2021 WL 980888, at *4 (D.D.C. Mar. 16, 2021) (quoting Clay v. Blue Hackle N. Am., LLC, 907 F. Supp. 2d 85, 87 (D.D.C. 2012)) (when evaluating a motion to dismiss for lack of personal jurisdiction, a court "may receive and weigh affidavits and any other relevant matter to assist it in determining the . . . facts"); Cobell v. Norton, 391 F.3d 251, 260-62 (D.C. Cir. 2004) (noting that courts should rely on declarations and, if necessary, an evidentiary hearing to resolve a motion for a preliminary injunction).

Plaintiff M3 USA Corporation is a Delaware corporation with its principal place of business in Pennsylvania. Dkt. 1 at 2 (Compl. ¶ 2). The company "is a leading provider of market research recruitment, data collection, and support services primarily in the healthcare space in the United States, Europe, and Asia, primarily doing business as M3 Global Research." Dkt. 24-2 at 3 (Lamitina Decl. ¶ 7). It "conducts healthcare market research, primarily for market research agencies and pharmaceutical companies, by recruiting panels of healthcare professionals, patients, caregivers and consumers to participate in surveys and interviews for compensation." Id. (Lamitina Decl. ¶ 8). "M3 acquires survey taker contact information bybuying contact[] lists from third party data vendors, cold calling, and internet research," among other techniques. Dkt. 25-1 at 7; see also Dkt. 25-2 at 2-4 (Richter Dep. 16:9-18:17). "Market research in the healthcare space is a highly competitive industry, with high employee turnover between companies competing over the same clients and customers." Dkt 24-2 at 3 (Lamitina Decl. ¶ 9).

On or about March 11, 2013, M3 hired Defendant Robert Warpas as an account manager. Id. at 4 (Compl. ¶ 22); Dkt. 11 at 3 (Ans. ¶ 22). Warpas, who had "worked in the online survey industry for years prior to working for M3," Dkt. 25-1 at 7; see also Dkt. 25-4 at 3 (Warpas Decl. ¶ 3), eventually became a "Vice President of Market Research Sales on January 1, 2016" and "Senior Vice President on May 16, 2019" at M3. Dkt. 1 at 6 (Compl. ¶ 33); Dkt. 11 at 4 (Ans. ¶ 33). His duties included "managing the Market Research Sales team to ensure it achieved its sales quotas; participating in client-facing phone calls; helping contribute strategies for success with the Global Sales Leadership team; maintaining personal relationships with existing clients[;] and developing new business." Dkt. 1 at 6 (Compl. ¶ 34); Dkt. 11 at 4 (Ans. ¶ 34).

On or about August 8, 2016, M3 hired Summer Qamoum "as a Qualitative Project Manager," and she was eventually promoted to "Qualitative Project Manager II." Dkt. 1 at 6-7 (Compl. ¶¶ 36, 43); Dkt. 11 at 4-5 (Ans. ¶¶ 36, 43). Prior to joining M3, Qamoum had worked in the market research industry for 2-1/2 years "as a project manager and assistant director of operations." Dkt. 25-4 at 2 (Qamoum Decl. ¶ 3). Qamoum's responsibilities at M3 included "managing multiple studies focused on qualitative research; overseeing set up and testing of survey[s]/screener[s][;] monitoring . . . statistics[;] managing respondent honoraria and closing/auditing/invoicing of projects in [a] technology-based system; . . . managing and leverag[ing] relationships with vendors, domestic and international, to facilitate accurate andtimely deliverables, communications, and issue resolution; managing study profitability by monitoring and accounting for all project costs affecting the budget; and [p]rovid[ing] guidance and mentoring to members of the Market Research Project Management team." Dkt. 1 at 8 (Compl. ¶ 44); Dkt. 11 at 5 (Ans. ¶ 44).

As part of their jobs—managing market research sales and managing research, respectively, Dkt. 1 at 6, 8 (Compl. ¶¶ 34, 44)—Warpas and Qamoum had "access to confidential and proprietary information . . . such as customer lists, products, services, pricing, costs, profits, sales, marketing and business plans, budgets, forecasts, non-public financial information, client requirements, internally developed methods of customer solicitation, information assembled relating to existing and prospective customers, arrangements with customers and suppliers, market or market extensions, trade secrets, processes, know-how, methods of operation, software, and documentation." Id. at 6, 8 (Compl. ¶¶ 35, 45); Dkt. 11 at 4-5 (Ans. ¶¶ 35, 45); Dkt. 24-1 at 8-10.

Before beginning work at M3, both Warpas and Qamoum signed the company's "standard Proprietary Information and Inventions Agreement" ("PIIA"), which contained several covenants relevant to this case. Dkt. 1 at 4, 6 (Compl. ¶¶ 23, 25, 38). The contracts that they signed are not identical in every respect, but the relevant provisions are the same. Both employees agreed with M3 (referred to as "the Company") to the following:

Confidentiality. The Company has and will develop, assemble, and own certain confidential Proprietary Information that has great value in its business ("Confidential Information"). . . . Confidential Information shall include all forms of information relating either to the Company, or any of its clients or potential clients, learned by Employee during the term of this Agreement that is not generally known by or available to the public. . . .

Employee agrees to hold, both during this Agreement and after the termination of his/her employment, Confidential Information in strict confidence and trust. Employee shall not disclose, in whole or in part, such Confidential Information,either during this Agreement or after the termination of his/her employment, to any person, firm, corporation, association or other entity for any reason or purpose whatsoever except as reasonably necessary for the performance of Employee's obligations under this Agreement . . . .

Employee further agrees not to copy Confidential Information or remove Confidential Information from the Company's premises without a valid purpose directly related to Employee's responsibilities in connection with the business of the Company.

Dkt. 13-2 at 4 (Warpas PIIA § 4); Dkt. 13-3 at 4 (Qamoum PIIA § 4). Both contracts included appendices identifying M3's "[c]ustomer list and all information contained in customer/company records" as the types of trade secrets covered by the PIIAs. Dkt. 13-2 at 8 (Warpas PIIA Appendix A); Dkt. 13-3 at 8 (Qamoum PIIA Appendix A).

Warpas and Qamoum also agreed to a non-solicitation covenant, which provided as follows:

Non-Solicitation Covenant. During his/her employment with the Company and for a period of one year (12 months) immediately following termination of his/her employment with the Company for whatever reason, Employee shall not, either directly or indirectly, call on, solicit, or take away, or attempt to call on, solicit, or take away, or provide services to any of the customers or clients of the Company on whom Employee called, performed services for, or became acquainted with or aware of, during the term of his/her employment with the Company, either for Employee's own benefit, or for the benefit of any other person or entity. The time period of the prohibition in this Section shall be extended by any period of violation plus any period of time required for the Company to obtain enforcement of the terms of this Section. . . . Employee acknowledges and agrees that the period and parameters of this Section are reasonable and necessary to protect the Company's legitimate protectable business interests.

Dkt. 13-2 at 5 (Warpas PIIA § 5) (emphasis omitted); Dkt. 13-3 at 5 (Qamoum PIIA § 5) (same).

Finally, Warpas and Qamoum agreed to comply with M3's standard non-compete covenant, which provided as follows:

Non-Compete Covenant. During his/her employment with the Company and for a period of one year (12 months) immediately following termination of his/her employment with the Company for whatever reason, Employee shall not . . . be employed by or serve as an employee to a competitor of the Company providing the same or similar product or

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