Oxford Global Resources, Inc. v. Guerriero, Civil Action No. 03-12078-DPW (D. Mass. 12/30/2003), Civil Action No. 03-12078-DPW.
| Decision Date | 30 December 2003 |
| Docket Number | Civil Action No. 03-12078-DPW. |
| Parties | OXFORD GLOBAL RESOURCES, INC., Plaintiff, v. SABATINO GUERRIERO, DAVID SMITH, and MATTHEW D'AGOSTINO, Defendants. |
| Court | U.S. District Court — District of Massachusetts |
Plaintiff Oxford Global Resources ("Oxford"), a Massachusetts-based company, seeks a preliminary injunction barring its former employees, Sabatino Guerriero, David Smith, and Matthew D'Agostino (collectively, "Defendants"), now all based in Texas, from soliciting Oxford's customers and disclosing confidential information.
Oxford is a national contract employment placement firm that connects highly skilled computer professionals (which it calls "contractors" or "consultants") seeking temporary employment with companies (which it calls "clients") that require temporary skilled assistance. "Account managers" and "sales associates" at Oxford work primarily with employer clients (or, more precisely, the specific hiring managers at those employers), whereas "recruiters" work primarily with contractors1. The information that Oxford holds concerning clients and contractors is a mix of the otherwise publicly available, such as resumes found on the Internet, and the proprietary, which Oxford gains through more intensive investigation. The proprietary information includes, inter alia, how much a particular client is willing to pay; whether a given client hiring manager has the actual authority to make a hire; whether a given hiring manager is willing to hire based on a resume provided by Oxford and a telephone interview; details about clients' projects and contractors' technical practice area preferences; lead time required by individual contractors for change of employment; and contractors' geographical flexibility. Oxford's customer information is stored in a secure database, to which employees have access, with some restrictions.
Each Oxford employee has an exclusive list, sometimes called an "A list" or "A layer," of customers whom only that employee may handle. There is some dispute as to how a customer makes it onto the A list.
Oxford claims that a contractor becomes part of a recruiter's A list when the recruiter has established a level of rapport with the contractor, and that a client becomes part of an account manager's A list only after a rigorous evaluation process including criteria such as the length of assignment, budget status, skill set required, rate the client is willing to pay, location of work, and willingness to hire based on a resume and a telephone interview.
On the other hand, defendants claim that customers could qualify for an employee's A list if only the barest information were known. According to defendants, all that a recruiter needed to know about a contractor to add him to the A list was name, resume, skill set, hourly rate, and date available; all that a sales associate or account manager needed to know about a client to add him to the A list was current contractor usage, desired pay rate (often guessed), and expected hiring date (also often guessed).
Oxford views its confidential database, and the goodwill it builds with clients and contractors, as a valuable asset, painstakingly built through "bridges of trust" and Oxford's reputation with clients for providing appropriate contractors based on proprietary information.2
Sabatino Guerriero began working at Oxford's Peabody, Massachusetts office in early August 1995.3 As part of the offer of employment, Oxford advised Guerriero that he would be required to sign a non-competition agreement. On his first day at work, Guerriero signed an employment agreement containing non-competition, non-solicitation, and non-disclosure clauses. The agreement provided, inter alia, that, following the termination of Guerriero's employment, he would not "for a period of twelve months call on any temporary employee candidates or corporate customers with whom [he] directly or indirectly worked or in any way communicated" during the last twelve months of his employment.
During the next five years, Guerriero received several promotions, and in September 2000 was invited to open and direct Oxford's new Chandler, Arizona office. As part of that transfer, he was required to distribute his then-existing A list of approximately 200 clients to other Oxford employees. In Arizona, Guerriero supervised some ten to fifteen account managers and recruiters, who each had an A list of approximately 300 names; he also maintained his own (new) A list of some 100 clients. It is undisputed that Guerriero had potential access to all of those names and their accompanying information, though Guerriero contends that he delegated approval of A lists to a subordinate and spent most of his time on purely managerial duties, not contacting customers.
In December 2002, Guerriero returned to Beverly, Massachusetts to manage that office. There, he supervised approximately twenty-five to thirty account managers and recruiters, each with an A list of approximately 300 names, and also maintained his own A list of sixty clients. Again, it is undisputed that Guerriero had potential access to all of his subordinates' customer names and information, though Guerriero contends that he delegated most A list approval to others, rarely reviewed his subordinates' A lists, and spent most of his time on purely managerial duties, not contacting customers. In an exhibit to the Second Declaration of Bruce Winchester, Oxford has submitted what it maintains is Guerriero's A list for his last year of employment, containing 156 clients.
On June 23, 2003, Guerriero abruptly resigned from Oxford.
David Smith began working at Oxford's Peabody, Massachusetts office in early September 1996. As with Guerriero, his offer of employment advised him that he would be required to sign a non-competition clause, and on his first day of work, he did so.
Smith worked as a recruiter in Peabody until about January 2000. After that, he was rapidly promoted and transferred, first in January 2000 as a Segment Manager in Peabody, then in September 2000 as Site Manager of the Jupiter, Florida office, and then in October 2001 as Site/Division Manager of the Federal Way, Washington office. In Federal Way, he supervised some fourteen to twenty-one account managers and recruiters. Collectively, his subordinates' A lists numbered some 1300-1800 clients and 1300-1400 contractors, and Smith's own A list contained about 130 contractors. Smith spent approximately two-thirds of his time on management, and one-third on recruiting contractors. Again, it is undisputed that Smith had potential access to all of his subordinates' customer names and information, though Smith contends that, at least during the last year of his employment, he delegated most A list approval to others, rarely reviewed his subordinates' A lists, and was actively involved in only thirty to forty-five placements. In an exhibit to the Second Declaration of Bruce Winchester, Oxford has submitted what it contends is Smith's A list for his last year of employment, containing 212 contractors.
On June 20, 2003 Smith abruptly resigned from Oxford.
Matthew D'Agostino began working at Oxford's Peabody, Massachusetts office in June 2000. As with Smith and Guerriero, his offer of employment advised him that he would be required to sign a non-competition clause, and on his first day of work, he did so.
D'Agostino worked as a recruiter in Peabody until August 2001, when he was promoted to a low-level managerial position and transferred to Federal Way, Washington. There, he had approximately 300-350 contractors on his own A list, and access to his subordinates' A lists, which comprised a total of some 200-340 contractor names. While he never had authority to approve A list additions, either for his subordinates or himself, he could access his subordinates' A lists, and did so about once a month. In an exhibit to the Second Declaration of Bruce Winchester, Oxford has submitted both what it maintains is D'Agostino's A list for his last year of employment, containing 590 contractors, and an additional list of 26 contractors that it says D'Agostino placed during his last year of employment.
After a dispute involving the circumstances of his transfer to Washington, his ability to return to Massachusetts, and his being passed over for promotion twice, D'Agostino resigned on July 11, 2003.
After leaving Oxford, each defendant went to work for Diversified Corporate Resources, Inc. ("DCRI") — a competitor of Oxford — in Austin, Texas.4 Smith and D'Agostino mainly recruit contractors, and Guerriero mainly works with corporate clients. Oxford alleges that each defendant contacted customers that were on his or his subordinates' A lists during the last year of his employment, and in doing so took advantage of proprietary information that he had learned at Oxford, in violation of the non-competition, non-solicitation, and non-disclosure clauses.5 Oxford provides specific names of contractors and clients that, it alleges, one or more defendants contacted.
Defendants generally respond that: (1) they did not memorize enough information to substantially reconstitute their own A lists, let alone those of their subordinates; (2) if they happen to find an Oxford customer, it is through means that do not involve use of Oxford information. For instance, Smith explains that he primarily finds contractors by Internet searching, by asking contractors that he has contacted whether they know of other contractors looking for work, and by cold-calling corporate telephone numbers similar to those of known contractors on the theory that corporations tend to group contractors together in...
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