Trugreen Ltd. P'ship v. Okla. Landscape, Inc.
| Decision Date | 17 March 2021 |
| Docket Number | Case No. 20-CV-71-TCK-CDL |
| Citation | 526 F.Supp.3d 1080 |
| Parties | TRUGREEN LIMITED PARTNERSHIP, a Delaware limited partnership, Plaintiff, v. OKLAHOMA LANDSCAPE, INC., an Oklahoma corporation; Lawn Guard and Pest, LLC, an Oklahoma limited liability company; Ryan Schwegman, an individual; Trey Fillmore, an individual; Jeff Hardy, an individual; Jesse Skipper, an individual; and Jeremy Borror, an individual, Defendants. |
| Court | U.S. District Court — Northern District of Oklahoma |
Deric James McClellan, Northern District of Oklahoma, Shawn Michael Dellegar, Crowe & Dunlevy, Tulsa, OK, Elizabeth A. Scott, Tynia A. Watson, Crowe & Dunlevy, Oklahoma City, OK, for Plaintiff.
Johnathan Louis Rogers, Hall Estill Hardwick Gable Golden & Nelson, Molly A. Aspan, Practus, LLP, Tulsa, OK, for Defendants Oklahoma Landscape, Inc., Lawn Guard and Pest, LLC.
Barrett Lynn Powers, GableGotwals, Jo Lynn Jeter, Norman Wohlgemuth Chandler Jeter Barnett & Ray, Tulsa, OK, for Defendants Ryan Schwegman, Trey Fillmore, Jeff Hardy, Jesse Skipper, Jeremy Borror.
Before the Court are the Partial Motion to Dismiss filed by the Defendants Oklahoma Landscape, Inc. and Lawn Guard and Pest, LLC ("Corporate Defendants") and the Partial Motion to Dismiss filed by Defendants Ryan Schwegman, Trey Fillmore, Jeff Hardy, Jesse Skipper and Jeremy Borror ("Individual Defendants"). Docs. 46-47. Plaintiff TruGreen Limited Partnership ("TruGreen") opposes both motions. Docs. 52-53.
In this lawsuit, TruGreen seeks to enforce noncompetition and nondisclosure agreements its former employees signed before leaving the company and forming two competing lawncare companies—the Corporate Defendants.
TruGreen's Complaint asserts claims for breach of contract against the Individual Defendants; violation of the Defend Trade Secrets Act, 18 U.S.C. § 1836, et seq. and the Oklahoma Uniform Trade Secrets Act, 78 O.S. §§ 85, et seq. against all Defendants; tortious interference with business relations against the Corporate Defendants; tortious interference with contract and inducement of breach of contract against the Corporate Defendants; and civil conspiracy against all Defendants. TruGreen seeks injunctive relief, as well as actual, exemplary and punitive damages against all Defendants.
The Individual Defendants have moved to dismiss with prejudice TruGreen's claims for breach of the noncompetition/nonsolicitation agreements between LawnAmerica and the Individual Defendants. Doc. 47. The Corporate Defendants, in turn, seek dismissal with prejudice of Counts Four and Five—tortious interference with business relationships and tortious interference with contract and inducement of breach of contract—to the extent those claims are based on the Individual Defendants’ alleged violation of the noncompetition/nonsolicitation provisions. Doc. 46.
The Individual Defendants are former LawnAmerica employees who eventually quit after TruGreen arrived at their workplace on October 9, 2019, and announced that it had purchased LawnAmerica. TruGreen also purports to have purchased non-competition/non-solicitation agreements between the Individual Defendants and LawnAmerica. Subsequently, the Individual Defendants left TruGreen and formed two separate lawncare companies—defendants Oklahoma Landscape, Inc. and Lawn Guard and Pest, LLC.
On February 20, 2020, TruGreen filed suit against Defendants, alleging claims for breach of contract, violation of the Defend Trade Secrets Act, 18 U.S.C. § 1836, et seq. and the Oklahoma Uniform Trade Secrets Act, 78 O.S. § 85, et seq. ; tortious interference with business relations; tortious interference with contract against the Corporate Defendants and civil conspiracy. Doc. 2. TruGreen seeks, inter alia , injunctive relief, actual damages and exemplary and punitive damages. Id. In its lawsuit, TruGreen seeks enforcement of three separate non-competition/non-solicitation agreements against the Individual Defendants and companies they formed after leaving LawnAmerica: (i) an early version of a LawnAmerica agreement signed by three of the Individual Defendants; (ii) a subsequent version of a LawnAmerica agreement signed by two of the Individual Defendants; and (iii) a TruGreen agreement signed by four of the Defendants.
Fed. R. Civ. P. 12(b)(6) allows the Court to dismiss a complaint for "failure to state a claim upon which relief can be granted." To survive a Rule 12(b)(6) motion to dismiss, "a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’ " Ashcroft v. Iqbal , 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Bell Atl. Corp. v. Twombly , 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) ). "[T]he Rule 8 pleading standard does not require detailed factual allegations, but it demands more than an unadorned, the-defendant-unlawfully-harmed me accusation." Id.
"[T]he tenet that a court must accept as true all of the allegations contained in a complaint is inapplicable to legal conclusions," and "[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Id. The plaintiff bears the burden to frame "a complaint with enough factual matter (taken as true) to suggest" that he or she is entitled to relief. Id. at 556, 127 S.Ct. 1955. Allegations in a complaint must be sufficient to show that a plaintiff plausibly, (not just speculatively) has a claim for relief. Robbins v. Oklahoma , 519 F.3d 1242, 1247 (10th Cir. 2008).
TrueGreen is a national lawncare company that provides residential and commercial customers across the United States with lawn, tree and shrub care, among other services. Doc. 2, ¶13. On October 9, 2019, TruGreen purchased certain assets of Family Blankat, LLC d.b.a. LawnAmerica, ("LawnAmerica") pursuant to an asset purchase agreement ("APA"), including the books and records, customer lists, agreements, inventory, fixed assets, intellectual property and other assets related to LawnAmerica's lawn care service, lawn pest control services, vegetation control and related ancillary services, mosquito eradication services, outdoor pest control and/or tree and shrub care services ("LawnAmerica Assets"). Under the APA, TruGreen's purchase of the LawnAmerica Assets included LawnAmerica's confidential information, including the LawnAmerica customer lists, which the APA stated are confidential ("Confidential Information"). Id. , ¶16. Prior to entering into the APA, LawnAmerica had their employees sign non-disclosure and non-complete agreements, which were also included in the LawnAmerica Assets. Id. , ¶17. As employees of LawnAmerica, the Individual Defendants each signed an Agreement Not to Disclose or Complete ("Non-Disclosure Agreements"). Id. , ¶18, Exs. 1-2 thereto.
Exhibit 1 of the Non-Disclosure Agreements includes a section titled "Post-Employment Restrictions," which provides that "[u]pon termination of employment with Company for any reason and for two years thereafter, Employee shall not directly solicit the sale of goods, services, or a combination of goods and services from the established customers of Company." Id. , ¶19 (citing Ex. 1, § 2).
The Non-Disclosure Agreements in Exhibit 1 further provide that the "Employee shall not at any time (a) discuss or otherwise make Confidential Information available to any person or entity other than Company: (b) use or allow or aid others in the use of Confidential Information, or (c) except as authorized by Company in writing, disclose to others, use for his own benefit or otherwise appropriate, copy or otherwise reproduce, or make notes of any Confidential Information." Ex. 1, § 3.
"Confidential Information" is defined to include, inter alia , "customers, customer lists, customer purchase information and methods and amounts of billing customers." Ex. 1, § 3. Additionally, Exhibit 2 includes a provision that the Employee shall return all customer lists, and other confidential information to the Company upon the Employee's termination from the Company. Ex. 1, § 4. Additionally, Ex. 2 of the Non-Disclosure Agreements states:
Upon termination of his employment with Company, Employee shall: (a) refrain from directly or indirectly selling or providing or assisting in the sale or provision of residential and commercial lawn, tree and shrub care; periodic application of pest, weed and insect control; and additional related services including aeration, seeding, and Christmas light installation to or for those persons or entities with whom Employee had contact on behalf of Company (b) refrain from inducing, or attempting to induce, any Customer to cancel, discontinue, terminate or fail to renew any relationship with company, and (c) refrain from performing any act which might otherwise threaten the business relationship of Company with Customers.
After TruGreen purchased the LawnAmerica Assets, previous LawnAmerica employees who transitioned to TruGreen's employment, including Individual Defendants Jeff Hardy, Trey Fillmore, Ryan Schwegman and Jesse Skipper, signed Confidentiality/Non-Compete Agreements ("Confidentiality Agreements"). Doc. 2, ¶27. Like the Non-Disclosure Agreements, the Confidentiality Agreements also included confidentiality and non-solicitation clauses. Id. , ¶28; Ex. 3, §§ 4, 5(b).
While employed by LawnAmerica and/or TruGreen, the Individual Defendants had access to confidential information, including customer lists. Id. , ¶29. Specifically, Jeremy Borror, as office manager of LawnAmerica, had access to all of the customer lists for the Tulsa, Oklahoma metro area. Id. , ¶30.1
In late January 2020, TruGreen learned that the Individual Defendants were working for Oklahoma Landscape and/or Lawn Guard, and at least one of the Individual Defendants was handing out flyers to TruGreen's customers and attempting to solicit...
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