Ronnoco Coffee LLC v. Peoples
| Decision Date | 23 November 2020 |
| Docket Number | No. 4:20-CV-1401 RLW,4:20-CV-1401 RLW |
| Parties | RONNOCO COFFEE LLC, Plaintiff, v. CHARLES PEOPLES, Defendant. |
| Court | U.S. District Court — Eastern District of Missouri |
This matter came before the Court on Plaintiff Ronnoco Coffee LLC's Motion for Temporary Restraining Order and Preliminary Injunction (ECF No. 13). Defendant Charles Peoples opposes the Motion and it is fully briefed. The Court heard oral argument of counsel on Ronnoco's Motion for Temporary Restraining Order on November 18, 2020. The Court has reviewed the First Amended Verified Complaint ("Complaint"), the Motion and its supporting exhibits including the Declaration of John Walker, and Defendant Peoples' opposition memoranda, exhibits, and Declaration.1 Being fully advised in the premises, the Court grants the Motion for Temporary Restraining Order as follows.
The Court has subject matter jurisdiction over this matter under 28 U.S.C. § 1332(a), as Ronnoco is a citizen of Missouri and Peoples is a citizen of Texas, and the amount in controversy exceeds the sum of $75,000, as evidenced by the value of Ronnoco's customer contracts at issue.
Personal jurisdiction over a non-resident defendant may be obtained by consent or by waiver. Whelan Sec. Co. v. Allen, 26 S.W.3d 592, 595 (Mo. Ct. App. 2000). Personal jurisdiction is an individual right that can be waived in advance through a forum selection clause contained in a contract between the parties. Id. Under Missouri law, contractual choice-of-law provisions are enforced. PVI, Inc. v. Ratiopharm GmbH, 253 F.3d 320, 326 (8th Cir. 2001) (citing Rheem Manuf. Co. v. Progressive Wholesale Supply Co., 28 S.W.3d 333, 339 (Mo. Ct. App. 2000)). The non-competition agreement between the parties at issue here specifies that Missouri law applies and further provides for jurisdiction and venue in this forum. Defendant Peoples has therefore both stipulated and consented to Missouri law as the choice of law and to personal jurisdiction in this Court.
Plaintiff Ronnoco has sold and distributed coffee and other products in the United States for over 100 years. ECF 11 ("Complaint"), ¶ 31. Over the years, it has expanded geographically and expanded its product offerings beyond coffee. Id. In early 2020, Ronnoco acquired a majority ownership interest in Trident Marketing, Inc. and Trident Beverage, Inc. ("Trident"). Id. ¶ 32. Today, Ronnoco and Trident are separate legal entities in a parent/subsidiary relationship. Id. Trident markets a line of 100% fruit juice beverage concentrates dispensed under the name "Juice Alive." Id. ¶ 33.
Defendant Peoples began working for Ronnoco on March 26, 2020. Id. ¶¶ 4, 35. Before that, Peoples was employed by Trident for over five years. Id. ¶ 5. Trident required Peoples to sign an Agreement to Protect Confidential Information and Business Relationships when it hired him in May 2014. (ECF Nos. 24-4, 24-5 at 2.) Peoples' offer of employment with Ronnoco specified he would be in the position of Territory Manager with both Ronnoco and Trident. Id.¶ 33; Complaint, Ex. 1. Peoples was a joint Ronnoco/Trident employee. Peoples' territory was in Texas in a geographic area that included the greater Houston area, southwest along the Gulf of Mexico to Brownsville, north to San Antonio, further north to Dallas/Fort Worth, and south back to Houston, including all areas in between. Id. ¶ 38.
In his position as Territory Manager, Peoples had access to confidential information pertaining to Ronnoco/Trident's customers and products. Id. ¶ 39. He participated in the creation of Ronnoco/Trident's trade secrets involving those customers within his territory because he was involved in the expansion of Ronnoco/Trident's sales in his territory. Id. ¶¶ 39, 46. He was directly involved in the development and expansion of Ronnoco/Trident's customers within his territory. Id. Among other items, Peoples acquired: (a) access and knowledge concerning Ronnoco/Trident's information relating to customers within his territory; (b) access and knowledge regarding Ronnoco/Trident's pricing overall and to specific customers; (c) access and knowledge regarding Ronnoco/Trident's product lines; and (d) access and knowledge regarding the specific requirements, specifications, and purchases of customers within his territory. Id. ¶ 45.
Because of Peoples' access to and involvement with Ronnoco/Trident's confidential information and trade secrets, Ronnoco required as a condition of his employment that Peoples execute a non-competition agreement titled Fair Competition Agreement (the "Agreement"). Id. ¶ 39; Complaint, Ex. 2. The Agreement expressly prohibits Peoples from working with a competitor of Ronnoco both during his employment and for two years after employment with Ronnoco. Section Two of the Agreement provides in part:
During my employment and for two (2) years thereafter, and within two hundred (200) miles of any of my work locations for the Company, I will not, directly or indirectly, for myself or on behalf of or in connection with any other person, entity or organization: (a) engage in any business or activity that is competitivewith the business of the Company; (b) ... assist or be connected with (including, but not limited to, as an employee, consultant, or otherwise) any business that directly or indirectly competes or is seeking to compete with the business of the Company; and/or (c) undertake any efforts or activities toward commencing any business or activity that could be competitive with the business of the Company. . . . .
The Agreement further prohibits Peoples from soliciting Ronnoco's employees, clients or customers:
During my employment and for two (2) years thereafter, I will not, directly or indirectly, for myself or on behalf of or in connection with any other person, entity or organization: (a) induce or attempt to induce any employee or consultant of the Company to leave the employ or services of the Company or in any way interfere with the relationship between the Company and any employee or consultant thereof; and/or (b) call on, solicit, have contact with, or service any client of the Company with whom I have had material contact, in order to (i) solicit business of the type provided by the Company, (ii) to induce or attempt to induce such person or entity to cease doing business with, or reduce the amount of business conducted with, the Company, or (iii) in any way to interfere with the relationship between any such person or entity and the Company.
The Agreement also prohibits Peoples from disclosing Ronnoco's confidential and proprietary information:
I will keep confidential and not disclose or use, either during or after my employment, any Confidential Information of the Company, except as required in good faith in performing my employment duties for the Company or as authorized by the Chief Executive Officer of the Company in a signed writing addressed specifically to me. "Confidential Information" means any information that is used, developed, obtained or received by the Company in connection with the Company's customer or supplier relationships and its other trade secrets, including but not limited to the following: (a) client and prospective client information, including client lists, compilations of client data, client preferences, and personal and/or financial information relating to clients; (b) business information, including contractual arrangements, business plans, strategies, tactics, policies, procedures, resolutions, litigation or negotiations; ( c) marketing information, including sales or product plans, strategies, tactics, methods, or market research data; (d) financial information, including costs and performance data, pricing information, sales figures, profit or loss figures, debt arrangements,equity structure, investors and holdings; (e) personnel information, including personnel lists, resumes, personnel data, organizational structure and performance evaluations; and (f) product or service information, such as drawings, schematics, sketches, models, software, hardware, computer systems, source codes, suppliers, materials, equipment, research and development data, testing data, and other similar records. If ordered by a court of competent jurisdiction to disclose Confidential Information, I will provide written notice to the Company of such order immediately and cooperate in its efforts to safeguard such information. For the avoidance of doubt, Confidential Information does not include information in the public domain.
Peoples agreed to abide by these provisions when he signed the Agreement on March 18, 2020. Id.
Peoples' employment with Ronnoco/Trident ended on May 20, 2020. Complaint, ¶ 47. On April 16, 2020, before his employment with Ronnoco/Trident ended, Peoples helped one of its direct competitors, Smart Beverage, d/b/a Thirsty Coconut ("Thirsty Coconut"), submit a competing bid to the TEXAS 20 Purchasing Cooperative in San Antonio, Texas ("Region 20"). Walker Decl., ¶¶ 10-11. Thirsty Coconut is in the same industry and competes directly with Ronnoco/Trident in the area of frozen fruit juice beverages. Complaint ¶ 51. In addition to his work for a direct competitor of Ronnoco, Peoples has been in contact with Ronnoco's customers and intends to divert those customers to Thirsty Coconut. Id. ¶ 52. This is in direct violation of the Agreement.
After Peoples' departure from Ronnoco/Trident, Peoples breached and continues to breach his contractual obligations with Ronnoco by working for Thirsty Coconut on bids that are directly competitive with Ronnoco/Trident. Id. ¶ 49. Peoples' employment with Thirsty Coconut, which is located within 200 miles of his work location for Ronnoco - Houston, Texas - is a violation of the Agreement. Ronnoco sent cease and desist letters to both Peoples and Thirsty Coconut but received no response from...
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