Vizant Techs., LLC v. Whitchurch
| Decision Date | 08 January 2016 |
| Docket Number | CIVIL ACTION NO. 15-431 |
| Parties | VIZANT TECHNOLOGIES, LLC, et al. v. JULIE P. WHITCHURCH, et al. |
| Court | U.S. District Court — Eastern District of Pennsylvania |
Plaintiffs Vizant Technologies, LLC ("Vizant") and its chief executive officer ("CEO") Joseph Bizzarro ("Bizzarro") have filed this action against Julie P. Whitchurch ("Whitchurch") and Jamie Davis ("Davis"), both of whom are former Vizant employees. Plaintiffs' ten-count complaint alleges: two violations of the Racketeer Influenced and Corrupt Organizations Act ("RICO"), 18 U.S.C. §§ 1961-1968; breach of contract; misappropriation of trade secrets in violation of the Delaware Uniform Trade Secrets Act ("DUTSA"), Del. Code Ann. tit. 6, §§ 2001 et seq.; defamation; tortious interference with existing and prospective contractual relationships; abuse of process; conversion; fraud; and civil conspiracy.1
We have subject matter jurisdiction over plaintiffs' RICO claims under 28 U.S.C. § 1331 and supplemental jurisdiction over their remaining claims under 28 U.S.C. § 1367.2
In April 2015, in response to a motion by Vizant and after a hearing, we issued a preliminary injunction against both defendants. See Preliminary Injunction dated April 29, 2015 (Doc. # 60). Plaintiffs subsequently claimed that defendants had violated that injunction. This prompted a second hearing which resulted in a finding that defendants were in contempt. See Order dated June 2, 2015 (Doc. # 82). The court sanctioned defendants by ordering them to reimburse Vizant for the legal fees and costs it had incurred in connection with the contempt proceedings. Each defendant was also ordered to pay a sanction of $300 for each day of noncompliance with the preliminary injunction, starting on June 3, 2015. This sanction was never implemented as defendants came into compliance with the preliminary injunction before June 3, 2015.
Now before the court is the motion of plaintiffs for summary judgment on the claims for breach of contract, violations of DUTSA, tortious interference with existing and prospective contractual relationships, and defamation; a final money judgment; and issuance of a permanent injunction.Defendants have also filed a cross-motion for summary judgment on all ten of plaintiffs' claims.
Summary judgment is appropriate "if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a); see also Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986).3 A dispute is genuine if the evidence is such that a reasonable factfinder could return a verdict for the nonmoving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 254 (1986). Summary judgment is granted where there is insufficient record evidence for a reasonable factfinder to find for the nonmovant. Id. at 252. "The mere existence of a scintilla of evidence insupport of the [nonmoving party]'s position will be insufficient; there must be evidence on which the jury could reasonably find" for that party. Id.
When ruling on a motion for summary judgment, we may only rely on admissible evidence. See, e.g., Blackburn v. United Parcel Serv., Inc., 179 F.3d 81, 95 (3d Cir. 1999). We view the facts and draw all inferences in favor of the nonmoving party. In re Flat Glass Antitrust Litig., 385 F.3d 350, 357 (3d Cir. 2004). However, "an inference based upon a speculation or conjecture does not create a material factual dispute sufficient to defeat entry of summary judgment." Robertson v. Allied Signal, Inc., 914 F.2d 360, 382 n.12 (3d Cir. 1990).
A party asserting that a particular fact "cannot be or is genuinely disputed" must support its assertion by "citing to particular parts of materials in the record" or by "showing that the materials cited do not establish the absence or presence of a genuine dispute, or that an adverse party cannot produce admissible evidence to support the fact." Fed. R. Civ. P. 56(c)(1). In reviewing a motion for summary judgment, the court may consider any materials in the record but is not required to look beyond those materials cited by the parties. Fed. R. Civ. P. 56(c)(3).
It is not the responsibility of the court to "comb the record in search of disputed facts." N.J. Carpenters Pension Fund v. Hous. Auth. & Urban Redevelopment Agency of the City of Atl.City, 68 F. Supp. 3d 545, 549 (D.N.J. 2014). Our Court of Appeals has emphasized that "[j]udges are not like pigs, hunting for truffles buried in briefs." Doeblers' Pa. Hybrids, Inc. v. Doebler, 442 F.3d 812, 820 n.8 (3d Cir. 2006) (quoting United States v. Dunkel, 927 F.2d 955, 956 (7th Cir. 1991)).
The following facts are undisputed.4 Vizant is a financial consulting firm organized under the laws of Delaware with its principal place of business in Chadds Ford, Pennsylvania. At all times relevant hereto, Vizant's CEO has been plaintiff Bizzarro and its chief financial officer has been David Jablonski ("Jablonski"). Its three-member Board ofDirectors includes its chair Frank Seidman ("Seidman") as well as Lane Wiggers ("Wiggers").
Vizant is owned in part by Capital Solutions, Inc. ("Capital Solutions"), an entity founded by Seidman which is engaged to monitor various portfolio companies. Vizant is among those companies monitored by Capital Solutions. Wiggers is a former Capital Solutions employee. Vizant works with clients in both the for-profit and nonprofit sectors and operates on a national level.
Among other things, Vizant's expertise lies in identifying strategies for its clients to reduce the costs and fees associated with inbound payments such as the percentages clients are charged by credit card companies. Vizant develops these strategies by assessing its clients' finances and then applying its knowledge of the operating methodologies of credit card companies. It can take up to several months for Vizant to complete its initial process of collecting a client's financial data.
Once it has finished gathering data from a client, Vizant conducts a detailed assessment of this information and generates a document known as a "cost reduction report." Each cost reduction report contains background information about the client, including its sales and volume of inbound credit card payments. The cost reduction report then provides comprehensiveinformation about the relevant costs being incurred by the client at the time the report is generated and defines "cost reduction opportunities." These "opportunities" are essentially Vizant's recommendations as to how the client can reduce the charges associated with processing incoming credit card payments. These recommendations are in part the result of Vizant's negotiations with credit card providers to lower the client's rates. The recommendations also stem from Vizant's analytical processes, for which the company holds several patents. Vizant is paid on a "results basis," that is it shares with its clients any savings they obtain by implementing the recommendations identified by Vizant in the cost reduction report.
Vizant treats its methodologies, strategies, client information, pricing practices, and internal financial data as sensitive and highly confidential. It does so because its clients have an interest in ensuring that their own financial information is not disclosed to their competitors. Likewise, Vizant has an interest in keeping confidential the rates it negotiates with its various clients and with credit card companies on its clients' behalf.
For these reasons, Vizant goes to great lengths to maintain the confidentiality of the contents of its cost reduction reports as well as its methodology and its pricingstrategies. For example, the company restricts the means through which customers may submit data and maintains a robust network security infrastructure. In addition, Vizant requires all of its employees to sign agreements governing the use and distribution of information generated by the company.
Vizant hired defendant Julie Whitchurch in August 2011 as a Business Development Manager, a sales position. Whitchurch was later promoted to the supervisory role of National Director of Business Development. Her sister, defendant Jamie Davis, became a Vizant employee in May 2012, also in the role of Business Development Manager. At all relevant times both defendants resided in Georgia.
Each defendant, upon commencing her employment with Vizant, signed a document styled "Confidentiality, Non-Competition and Assignment Agreement"5 (the "employment agreement"). The agreements contained detailed provisions regarding the handling of material that Vizant considered confidential. They defefined "Confidential Information" as follows:
"Confidential Information" means any of the proprietary or confidential information, technical data, trade secrets or know-how of the Company, in any form or format,including but not limited to product information; financial information; internal procedures and operations; marketing information and strategy; information regarding existing and potential customers; information on suppliers and sources with which the Company does business, including affiliates of suppliers and sources; the Company's manner of operation, strategies and plans; software, including all source and object code, whether completed or in development; inventions, whether or not patented or patentable; discoveries; improvements; processes; and other proprietary and commercial information.
The employment agreements further provided in relevant part:
Employee . . . acknowledges that all Confidential Information is required to be maintained in confidence for the continued success of the Company and its business. Therefore, Employee covenants and agrees that Employee will not disclose any Confidential Information to anyone who is not employed by the Company or who does not have a reasonable need to know such Confidential Information, either directly or indirectly, during the Service Term, or...
To continue reading
Request your trial