W. Blue Print Co. v. Roberts

• Decision Date: 03 July 2012
• Docket Number: No. SC 91831.,SC 91831.
• Citation: 367 S.W.3d 7,33 IER Cases 1397
• Parties: WESTERN BLUE PRINT COMPANY, LLC, Respondent, v. Myrna ROBERTS, et al., Appellants.
• Court: Missouri Supreme Court

367 S.W.3d 7

33 IER Cases 1397

WESTERN BLUE PRINT COMPANY, LLC, Respondent,

v.Myrna ROBERTS, et al., Appellants.

No. SC 91831.

Supreme Court of Missouri,

En Banc.

April 17, 2012.

Rehearing Denied July 3, 2012.

David J. Moen, an attorney in Jefferson City, for Roberts.

J. Kent Lowry, Scott T. Jansen, Armstrong Teasdale, Jefferson City, Brent Vannoy, Donald W. Gould II, Johnson DeLuca Kurisky & Gould PC, Houston, TX, for Respondent.

GEORGE W. DRAPER III, Judge.

Myrna Roberts (hereinafter, “Myrna”) ¹, Mel Roberts (hereinafter, “Mel”), DocuCopy, LLC, and Graystone Properties LLC (hereinafter and collectively, “Appellants”) appeal from the circuit court's judgment after a jury entered a verdict against Appellants on Western Blue Print Company LLC's (hereinafter, “Western Blue”) petition for damages. Appellants' first four points allege the circuit court erred in failing to grant their motion for directed verdict or judgment notwithstanding the verdict, arguing Western Blue failed to make a submissible case that: (1) Myrna breached her fiduciary duty to Western Blue; (2) Myrna tortiously interfered with Western Blue's ability to renew one of its contracts; (3) Myrna committed computer tampering pursuant to section 569.095, RSMo 2000²; and (4) Mel civilly conspired with Myrna to compete directly against Western Blue. Finally, Appellants argue the circuit court abused its discretion in awarding Western Blue attorneys' fees in the amount of $224,489. Since we hold Myrna did not have a fiduciary duty to Western Blue in her role as a division vice president, the judgment is affirmed in part, reversed in part, and the case is remanded.

Factual and Procedural History

When reviewing the denial of a motion for judgment notwithstanding the verdict (JNOV), the evidence is reviewed in the light most favorable to the jury's verdict. All American Painting, LLC v. Financial Solutions and Associates, Inc., 315 S.W.3d 719, 720 (Mo. banc 2010). The facts taken in the light most favorable to the jury's verdict are as follows:

Western Blue is a document printing and management service company with its home office located in Kansas City, Missouri. In February 1999, Western Blue hired Myrna as a branch manager tasked with opening a branch office in Columbia. Myrna did not sign an employment contract and was not restricted by a non-compete agreement. As the branch manager, Myrna's responsibilities included hiring, managing, and firing personnel, overseeing production, developing customer relationships, and procuring sales.

Myrna was promoted to division vice president in August 2004. As a division vice president, Myrna attended executive meetings that discussed corporate strategy and planning. Myrna was exposed to profit and loss statements, including information about revenues, costs, profits, and employee salaries. Myrna was involved in decisions regarding equipment and material costs, which Western Blue considered proprietary, confidential, and part of its “secret recipe.” Myrna had discretion over client pricing, authority to sign contracts on Western Blue's behalf, and an expense account without a specific budget so that she could travel and entertain clients as needed.

Myrna procured and oversaw a contract with the University of Missouri wherein Western Blue provided construction document print distribution services for the university's renovation projects. This contract was the largest contract out in the Columbia branch and was coupled with a contract with the State of Missouri, which represented approximately half of the value of the university contract. A condition of the university contract required Western Blue to hire a subcontractor that was a certified minority business enterprise (MBE) or a women's business enterprise (WBE).

While Myrna was employed at Western Blue, Mel owned and operated Graystone Properties, a real estate investment company. In late 2003, Mel approached one of his mortgage specialists, Micki Marrero (hereinafter, “Marrero”), about opening a business that would be certified as a WBE to provide reprographic services. Despite Marrero's lack of experience in the reprographics business, she agreed after meeting with Mel and Myrna to discuss her salary and training. DocuCopy was launched, naming Marrero as a 51 percent owner and Graystone Properties as a 49 percent owner. DocuCopy operated in the building next to Western Blue's office where Mel maintained offices for his other businesses. Acting on Western Blue's behalf, Myrna hired DocuCopy as a subcontractor for the university contract. DocuCopy eventually received its WBE certification in March 2005.

During this time, Western Blue, in conjunction with the university, was developing a secure document process that implemented a bar code system to track the documents provided to the university. Myrna worked closely with university personnel to develop this process while she managed the contract. Western Blue's contract with the university was up for renewal in mid–2006. Western Blue successfully bid on the contract the previous two times the university solicited bids. Myrna was in control of the strategic planning for renewal of the university contract. Myrna spoke with a university representative about the specifications of the new contract in an attempt to gain an advantage in the bidding process. During one conversation regarding the bidding process, Myrna indicated to other Western Blue employees that she had the university contract “locked up.”

Western Blue executives initially believed its relationship with DocuCopy was based solely upon its subcontractor arrangement under the university contract. However, Vince Pingel (hereinafter, “Pingel”), managing director of Western Blue, launched an investigation into the relationship when he and Western Blue's chief financial officer noticed financial irregularities in DocuCopy's billing. Western Blue's chief financial officer asked Pingel to determine who owned and operated DocuCopy, how the relationship between the two companies was formed, and if Western Blue's employees were performing work for DocuCopy while on Western Blue's payroll.

In July 2005, Pingel discussed this issue with Mel and Myrna. Pingel asked Myrna if she had any ownership or equity interest in DocuCopy, to which she replied, “No.” Myrna denied deriving any financial or monetary benefit from DocuCopy. When asked if she would sign a document attesting to her answers, Myrna said, “Absolutely.” Mel did not speak during this questioning or indicate he had any connection with DocuCopy. Myrna also answered email inquiries from Western Blue's chief financial officer regarding the relationship between Western Blue, Graystone Properties, and DocuCopy. Myrna indicated in the email that the ownership of Graystone Properties was “Michael Potter (Kristin Craver)” and DocuCopy was “Cherie Rutter (Amber Soper).” Mel provided this information. At no point did Appellants disclose their interest in DocuCopy to anyone at Western Blue.

In February 2006, American Reprographics Company Inc. was in the process of purchasing Western Blue. In connection with the sale, Pingel approached Myrna about signing an employment agreement that contained a non-compete clause. Myrna and Mel met with Pingel to negotiate the terms of the agreement. They were concerned with the geographic and time limitation placed on Myrna competing against Western Blue in the reprographics business if she left its employ. Myrna also inquired about purchasing the Columbia branch, but her offer was rejected. Later that month, another Western Blue employee saw Myrna leave the office after hours with several large boxes purportedly full of files.

In March 2006, Myrna decided she was not going to sign the employment agreement and believed Western Blue would terminate her employment as a result. Myrna and Mel began meeting with Western Blue employees after hours to recruit them to work for DocuCopy. Myrna directed Western Blue employees to leave without notice and expressed her confidence that DocuCopy would submit the winning bid on the university contract later that summer. Several Western Blue employees accepted Myrna's offer, staggering their departures from Western Blue during the last week of March.

On March 31, 2006, Myrna phoned Pingel and informed him she would not sign the employment agreement. She left her corporate laptop and office keys at Western Blue's Columbia office and did not return. At this point, the entire Columbia office, save two employees, left their employment with Western Blue without notice and began working for DocuCopy. When Pingel arrived in Columbia to assess the situation, he secured Myrna's laptop and attempted to evaluate the Columbia branch's ability to complete the jobs that were in progress for its clients, including the university's contract. Pingel stated there was nothing left in Myrna's office that would enable him to get the office operational again after all of the employees left. Pingel testified it took a large amount of time to reconstruct the data and determine the status of their contractual obligations. As a result, Western Blue faced significant challenges in closing out their contractual obligations with the university after Myrna left.

The university solicited bids for the renewal of its contract in June 2006. DocuCopy, Western Blue, and two other companies submitted proposals for the contract. The proposals were marked confidentially and evaluated anonymously. A university representative testified DocuCopy and Western Blue's submissions were “very close.” However, DocuCopy's submission was awarded the contract. A university representative indicated that even if Western Blue had received the highest score, she would have had reservations about its ability to perform under the contract because of the customer service issues that arose after Myrna left Western Blue. As a result of losing the university contract, Western Blue also...