Marcoux v. Wettstein

• Court: U.S. District Court — District of Vermont
• Writing for the Court: Christina Reiss, Chief Judge
• Docket Number: 2:25-cv-00309
• Decision Date: 22 December 2025
• Citation: Marcoux v. Wettstein, 2:25-cv-00309 (D. Vt. Dec 22, 2025)
• Parties: KIMBERLY MARCOUX, Plaintiff, v. CHRISTINA WETTSTEIN, Defendant.

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KIMBERLY MARCOUX, Plaintiff, v. CHRISTINA WETTSTEIN, Defendant.

No. 2:25-cv-00309

United States District Court, D. Vermont

December 22, 2025

OPINION AND ORDER GRANTING IN PART AND DENYING IN PART DEFENDANT'S MOTION TO DISMISS (DOC. 12)

Christina Reiss, Chief Judge

Plaintiff Kimberly Marcoux is a resident of Essex Junction, Vermont and Defendant Christina Wettstein is a resident of San Antonio, Texas. This action arises out of Plaintiff s and Defendant's joint ownership of two Vermont domestic limited liability companies (“LLCs”), Coterie White LLC (“CW”) and Melange de Blanc LLC (“MDB”). In her complaint filed on March 13, 2025 (the “Complaint”), Plaintiff asserts claims for breach of fiduciary duty (Count I), disgorgement of defendant's compensation (Count II), unjust enrichment (Count III), judicial dissociation (Count IV) misappropriation of trade secrets under 18 U.S.C. § 1836 and 9 V.S.A. § 4601 (Counts V and VI), tortious interference with contractual relations (Count VII) negligence (Count VIII), and negligent infliction of emotional distress (Count IX). (Doc. 8.)

Pending before the court is Defendant's May 6, 2025 motion to dismiss Plaintiffs claims for failure to state a claim. (Doc. 12.) Plaintiff opposed the motion on June 30, 2025. (Doc. 19.) Oral argument was held on July 14, 2025, at which time the court took the pending motion under advisement.

Plaintiff is represented by Jeremy S. Grant, Esq. Defendant is represented by Anthony L. Bamrick, Esq., and Evan K. Barquist, Esq.

I. Allegations in the Complaint.

In 2018, Plaintiff and Defendant agreed to form CW, a bridal sales agency which was incorporated in North Carolina on January 3, 2019. An operating agreement for CW (“Operating Agreement”) was drafted, but was not signed or dated. Although unsigned and undated, Plaintiff and Defendant both “acknowledged that the operating agreement for CW . . . was effective, and they acted in accordance with that understanding.” (Doc. 8 at 2, ¶ 10.) The Operating Agreement provides that the LLC will be managed by its members and identified Plaintiff and Defendant as the only members. It states that it “will be construed and enforced in accordance with the laws of the state of North Carolina.” (Doc. 8-2 at 11.) In 2020, Plaintiff and Defendant formed MDB, which operates “pop-up bridal markets[.]” (Doc. 8 at 4, ¶ 26.) MDB was incorporated in North Carolina on January 21, 2021. It has no operating agreement.

At some point after CW's and MDB's formation, Defendant moved to Texas and Plaintiff moved to Vermont. CW and MDB (collectively, “the Companies”) were incorporated in Vermont as Vermont domestic limited liability companies on September 13, 2022 and September 19, 2022, respectively. See id. at 2, ¶¶ 12-13; Docs. 8-2, 8-3.

CW works with bridal designers and brands “to provide comprehensive services,” including sales, customer service, billing, distribution, brand development, and general business consulting. (Doc. 8 at 3, ¶ 20.) MDB operates pop-up markets twice a year during bridal fashion weeks held in New York City, and occasionally at other locations in the United States as well as in Milan, Italy.

Plaintiff and Defendant “both represented designers, held production calls, [managed] billing, [provided] customer service, and worked closely with their team members to train them and help build their target lists.” Id. at 5, ¶ 39. Defendant “focused more on the big picture and had a larger role in [MDB] while [Plaintiff] did more of the day-to-day tasks, especially in shipping and distribution.” Id. at ¶ 41.

In early 2022, Plaintiff and Defendant planned to expand CW and MDB internationally. They discussed creating a new entity, Coterie White Europe (“CW EU”), to provide services in Europe. In February 2023, Plaintiff and Defendant attended a training at the annual sales summit of Global Bridal House, a company they worked with based in Europe, where they met Lize and Nic Erasmus. In April 2023, Plaintiff and Defendant “decided to solidify their future plans to expand CW and MDB beyond the United States.” Id. at 6, ¶ 51. At approximately the same time, Ms. Erasmus, Mr.

Erasmus, and Peter Dierckx, a design house owner, expressed interest in joining CW and becoming part of its business in Europe. In November 2023, while attending a summit in Paris, “[Ms.] Erasmus and two employees . . . were trained on CW's B2B Wave Portal and the Companies' systems and processes.” Id. at 7, ¶ 54. Plaintiff “expressed her concern to [Defendant] that the Companies were handing over such important and sensitive information about their operations without contracts or non-disclosure agreements[,]” but Defendant “brushed off [her] concerns.” Id. at 7, ¶ 55-56.

On December 22, 2023, Plaintiff was seriously injured in a hit-and-run collision and suffered a traumatic brain injury. Plaintiff attempted to return to work but became “very ill.” (Doc. 8 at 7, ¶ 60.) She agreed with Defendant that she would take medical leave for January and the beginning of February 2024. During Plaintiffs medical leave, Defendant “began to demand that [Plaintiff] inform her [of] a date she could return to work,” which Plaintiff could not provide because of the unpredictability of her condition. Id. at 8, ¶ 63. Defendant “would routinely yell at [Plaintiff] for not working or contributing,” causing Plaintiff anxiety and making her feel pressured to return to work. Id. at ¶ 64. Plaintiff sought counseling and was “prescribed anti-anxiety medicine to deal with [Defendant's] hostile behavior.” Id. at ¶ 66. Against medical advice, Plaintiff began working part time during her medical leave.

By 2023, CW had ten employees and five million dollars in sales. It projected ten to thirteen million dollars in sales by the end of 2024. “However, due to [Defendant's] actions, CW only grossed 40% of its projected sales in 2024.” Id. at 5, ¶ 37.

In April 2024, Plaintiff traveled to attend a MDB market and became “very sick” as her brain injury made her sensitive to bright lights, causing her to “experience[] vomiting, vision loss, and headaches.” Id. at 9, ¶ 72. Her medical team instructed her not to work during May and June of 2024, and Plaintiff and Defendant agreed Plaintiff “would be provided up to three months' of leave.” (Doc. 8 at 9, ¶ 75.) In June, Defendant “unilaterally decided ... to remove [Plaintiff] from the mid-month payroll[.]” Id. at ¶ 77. She told Plaintiff “that she could no longer afford paying [Plaintiff] and would no longer pay [Plaintiff] because [Plaintiff] was on medical leave and not contributing to the Companies[,]” but at the same time “began to pay herself large commission checks, even though [Defendant] and [Plaintiff] had agreed not to take commissions until after they had paid off a loan.” Id. at ¶ 78-79. “Although [Defendant] was responsible for making payments to team members for commissions and salaries, [Defendant] failed to pay [Plaintiff] any commissions that she earned until after [Plaintiff] returned from medical leave on or about July 1, 2024.” Id. at 10, ¶ 80. Plaintiff alleges that, during this same time period, Defendant shared Plaintiffs medical information with employees and customers “in an effort to make [Plaintiff] look bad[,]” telling one client that Plaintiff “would not be able to work effectively upon her retum[.]” Id. at ¶¶ 84-85.

Plaintiff told Defendant that she would begin “easing back” into work on July 1, 2024. Id. at ¶ 86. Plaintiff also “offered to move to Texas to be closer to [Defendant,]” something they had previously discussed. (Doc. 8 at 10, ¶ 86.) Defendant responded by “yell[ing] at [Plaintiff], asserting that [Plaintiff] was not needed anymore, she was too late, and that [Defendant] had already built a team, so [Plaintiff] should not move to Texas for her.” Id. at 11, ¶ 87. Defendant told Plaintiff that “it was time for them to go their separate ways,” and demanded Plaintiff “sell her share of the Companies within days[.]” Id. at ¶ 88. Jay Cox, an accounting consultant for the Companies, “offered himself as a ‘mediator' to negotiate between the business partners.” Id. at 24, ¶ 172. Mr. “Cox repeatedly told [Plaintiff] that if she did not accept [Defendant's] offer to buy her out of the Companies for a total of $75,000, [Defendant] would destroy the Companies.” Id. at ¶ 173. Because Defendant failed to keep Plaintiff informed regarding the Companies' financials, Plaintiff lacked the necessary information to decide whether to sell. Plaintiff believed Mr. Cox's statement to be “hyperbolic[,]” id. at ¶ 174, and, based on her previous experiences with Defendant, she expected this altercation to “blow over quickly [.]” (Doc. 8 at 11, ¶ 89.)

Plaintiff proceeded to email and text CW and MDB employees to inform them she was returning from leave and “ask for updates, passwords[,] and other information so she could transition back into her role as smoothly as possible.” Id. at ¶ 90. The employees “did not properly respond to her requests.” Id. at ¶ 91. During Plaintiff's medical leave, Defendant hired new staff without Plaintiff's approval and did not introduce them to Plaintiff. When she returned to work, Plaintiff noticed that the staff appeared to be under the impression she had no authority and that Defendant was the only “boss[.]” Id. at ¶ 93. Plaintiff alleges Defendant “intentionally created this dynamic to further her efforts to end her partnership with [Plaintiff and] . . . appropriate the CW EU opportunity all for herself.” Id. at 12, ¶ 95. Upon Plaintiff's return to work, Defendant refused to respond to Plaintiff's business requests and questions.

Before or during Plaintiff's medical leave, Defendant decided to move forward with creating a CW EU entity without Plaintiff using the...