RSR Corp. v. Siegmund
| Decision Date | 26 March 2010 |
| Docket Number | No. 05-09-00571-CV.,05-09-00571-CV. |
| Citation | 309 SW 3d 686 |
| Parties | RSR CORPORATION and Quemetco Metals Limited, Inc., Appellants, v. Andreas SIEGMUND, Inppamet S.A. a/k/a Inppamet LTDA and Plastic and Metal Parts, Inc., Appellees. |
| Court | Texas Court of Appeals |
William A. Brewer III, Michael Scott Gardner, Bickel & Brewer Storefront, PLLC, Melissa S. Yost, Dallas, TX, for Appellants.
Russell H. Roden, Nesbitt, Vassar, McCown & Roden, LLP, Addison, TX, Karen D. Smith, Drucker, Rutledge & Smith, L.L.P., The Woodlands, TX, for Appellees.
Before Justices FITZGERALD, MURPHY, and THOMAS.1
In this suit involving allegations of misuse of confidential information, appellants RSR Corporation and Quemetco Metals Limited, Inc. appeal the trial court's orders granting (1) the special appearances of appellees Inppamet S.A. a/k/a Inppamet Ltda. (Inppamet) and Plastic and Metal Parts, Inc. (PlaMetCo) and (2) the motions to dismiss of Inppamet and PlaMetCo, joined by appellee Andreas Siegmund, based on both a forum-selection clause and the doctrine of forum non conveniens. We reverse the trial court's two orders and remand this case for further proceedings.
RSR is a Delaware corporation with its primary office in Dallas, Texas. RSR is a subsidiary of Quexco Incorporated, a private holding company, and engages in the recycling, smelting, and refining of various non-ferrous metals, such as lead, copper, aluminum, nickel, and zinc. Quemetco, a Texas corporation and wholly-owned subsidiary of RSR, with its primary office in Dallas, engages in secondary lead smelting and refining. RSR and Quemetco manufacture and market anodes produced through the electrowinning process. Electrowinning is described as "a process whereby metals, such as lead, copper, nickel, and zinc are recovered from liquid solutions."
Siegmund, a Texas resident, worked for RSR from 1998 to 2005 and served as president of Quemetco from 2005 to August 2008. As part of his employment, Siegmund signed certain employment agreements, including a non-disclosure agreement and a conflicts of interest agreement. Siegmund signed a new non-disclosure agreement each year; the last agreement was signed on August 11, 2008.
Pursuant to the non-disclosure agreement, Siegmund could not "publish articles concerning, lecture upon, use, disseminate, disclose, or otherwise communicate any Confidential Information to any Person" without consent. The non-disclosure agreement defined "Confidential Information" broadly and included the business of RSR and its present and future subsidiaries or affiliates.
The conflicts of interest agreement prohibited Siegmund from engaging or participating in the "ownership, management, operation, or control of or being connected as a director, officer, employee, agent, partner, joint venturer, or otherwise with any business or organization" that competes with RSR. Siegmund also agreed not to "accept compensation from any source other than the Company for the performance of his duties and responsibilities as an employee of the Company." Siegmund signed annual certificates, in which he acknowledged the conflicts of interest agreement and stipulated he had not participated in any activity "which might conflict with the Company's interests...."
Approximately two weeks after signing his last non-disclosure agreement in August 2008, Siegmund left Quemetco to work for PlaMetCo, an Arizona corporation and affiliate of Inppamet. Siegmund was one of three PlaMetCo employees and worked from his "home office in Dallas, Texas."
Inppamet is a Chilean corporation, engaged in the production of lead anodes for use in mining copper and zinc. In 1994, RSR and Inppamet entered an agreement for Inppamet to manufacture and sell RSR's anodes in South America. Under the terms of the agreement, RSR agreed to provide technical assistance and training to Inppamet related to the manufacture, production, and marketing of RSR's anodes. In return, Inppamet agreed to manufacture the anodes using RSR's processes and pay RSR a fee for each anode it sold. This agreement was terminated in 2000 due to a dispute between RSR and Inppamet.
Following resolution of the dispute, RSR and Inppamet entered into a new agreement, dated February 1, 2003 (the 2003 Agreement). Like the previous agreement, RSR agreed to provide Inppamet with "assistance in the marketing, use, and sale of Anodes," and Inppamet agreed to manufacture the anodes in a good and workmanlike manner and pay RSR a fee for each anode sold in South America. Also like the previous agreement, several terms of the 2003 Agreement centered on Inppamet's access to and the protection of RSR's confidential information. Inppamet acknowledged that "by virtue of receiving RSR's assistance in the marketing, use, and sale of Anodes, INPPAMET may receive and/or have access and be privy to certain RSR proprietary and Confidential Information." The 2003 Agreement also defined "Confidential Information" broadly to mean "without limitation, proprietary information of RSR not publicly known, which RSR designates as being confidential" and included "information relating to the marketing, use, sale, or disposal of Anodes sold by INPPAMET...." Inppamet agreed it was "not entitled to provide to, or share with, third parties information or data related to the Confidential Information received by it, and was not... allowed to authorize any person, company or firm to use such Confidential Information, except for INPPAMET's sales purposes...." The 2003 Agreement provided further:
All original texts and copies of written materials, including documents, reports, diskettes, cassettes, lists and other documents created and prepared for INPPAMET in conformity with this Agreement will be and will remain the property of RSR and ... will not be used for the performance of any other contract by INPPAMET without the prior written consent of RSR.
To "maintain the confidential nature of the Confidential Information supplied by RSR," Inppamet had the obligation to "keep complete and accurate records relating to the sale" of RSR anodes.
The 2003 Agreement prescribed Texas as the choice of law and included a consent-to-jurisdiction clause, which provided:
The parties hereby submit to the jurisdiction of any State court or Federal court of the United States of America sitting in Dallas, Texas, U.S.A., and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, and each of the parties agree that all claims in respect of any action or proceeding may be heard and determined in such State court or, to the extent permitted by law, in such Federal court. Each of the parties agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions, including Chile, by suit on the judgment or in any other manner provided by law.
With respect to venue, RSR and Inppamet agreed to waive "any objection which they may have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement," as well as the defense of an inconvenient forum.
According to RSR, Siegmund was its main liaison with Inppamet, and he "personally provided direct assistance to Inppamet" under the 2003 Agreement. Quemetco and PlaMetCo were not parties to the 2003 Agreement.
Four years later, RSR and Inppamet contemplated the possible acquisition of Inppamet by RSR or one of its affiliates. As part of the due diligence phase, two nearly-identical confidentiality agreements were signed (collectively, the 2007 Agreements). Siegmund signed the first agreement, dated January 25, 2007, as president of Quemetco. That agreement between Quemetco and Inppamet considered the acquisition of Inppamet by Quemetco or one of its affiliates. The second agreement, dated August 24, 2007, was between Inppamet and Eco-Bat Technologies Limited, another Quexco subsidiary, and considered the acquisition of Inppamet by Eco-Bat or one of its affiliates. While the provisions of the 2007 Agreements applied to affiliated entities of Quemetco and Eco-Bat, the provisions did not apply to any affiliate of Inppamet, such as PlaMetCo.
The purpose of the 2007 Agreements was to outline Quemetco's and Eco-Bat's obligations, including their affiliates, with respect to the use and disclosure of Inppamet's non-public information. The 2007 Agreements acknowledged that Quemetco and Eco-Bat would have access to Inppamet's confidential information and limited their use of such information to "considering, evaluating, and negotiating the possible transaction" with Inppamet. The 2007 Agreements also prohibited Quemetco and Eco-Bat from disclosing Inppamet's confidential information to any other person. "Person" was defined to include "any individual, corporation, partnership, entity, group, tribunal, or governmental authority." "Confidential Information" was defined as "any information relating to Inppamet or any subsidiary or other affiliate of Inppamet that is or has been made available to Quemetco or Eco-Bat or any Representative of Quemetco or Eco-Bat by or on behalf of Inppamet or any Representative of Inppamet." The 2007 Agreements provided no similar protections related to Quemetco's, Eco-Bat's, or their affiliates' confidential information.
The 2007 Agreements also contained a three-year non-solicitation clause prohibiting Inppamet, Quemetco, and Eco-Bat from soliciting, requesting, inducing, or influencing any management employee of Inppamet, Quemetco, or Eco-Bat "to leave his or her employment with the other party." Further, they were prevented from employing or otherwise contracting for the services of any management employee of the other party. This clause remained in effect regardless of whether the parties completed the...
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