Worldpay US, Inc. v. Haydon

Decision Date08 June 2020
Docket NumberNo. 17 C 4179,17 C 4179
PartiesWORLDPAY US, INC., Plaintiff, v. IRINA HAYDON and EUNYT, LLC, Defendants.
CourtU.S. District Court — Northern District of Illinois

Judge John J. Tharp, Jr.


Plaintiff Worldpay US, Inc. ("Worldpay") has brought this suit against defendant Irina Haydon, a former employee of Worldpay, and defendant Eunyt, LLC ("Eunyt"), a corporation formed by Ms. Haydon, alleging misappropriation of trade secrets and other contract and tort violations regarding Ms. Haydon's founding of Eunyt while still a Worldpay employee. Ms. Haydon has filed a counterclaim against Worldpay, alleging that her termination violated the anti-retaliation provisions of the False Claims Act and the Sarbanes-Oxley Act. Both parties have filed motions for summary judgment. For the following reasons, Worldpay's motion for partial summary judgment is granted, and the defendants' motion for summary judgment is granted in part and denied in part.


Defendant Irina Haydon was employed as an executive vice president of sales at Worldpay, a company that operates as a payment processing service. See Compl. ¶ 1. Ms. Haydon had worked for Century Payments, Inc., beginning in September 2012 and transitioned to a role with Worldpay when Worldpay acquired Century in 2013 and merged with it in 2014. Worldpay "acquired all of Century's trade secret, confidential, and proprietary business information and Worldpay became Century's successor in interest with respect to Century's agreements with employees and customers." PSOF ¶¶ 2-4.1

As part of her offer of employment with Century, Ms. Haydon signed a Proprietary Information and Inventions Assignment Agreement. The Agreement states in part:

except as expressly authorized in writing by the Company or as may otherwise be authorized by law or court order, I will not disclose Proprietary Information to any third party and will not use Proprietary Information for the benefit of anyone other than the Company. This prohibition includes, but is not limited to, use of Proprietary Information to solicit any of the Company's former, current or prospective clients, or to solicit or encourage any other entity to solicit for employment any other employee of the Company or its affiliates.

Id. ¶ 6. Proprietary information is broadly defined in the Agreement, to include technical and business information such as compensation and sales data, supplier and customer lists and information, and prices and costs, and information relating to Worldpay's future plans, including marketing strategies. Id. ¶ 7. The Agreement states that Ms. Haydon's obligations under the Agreement "will continue in effect indefinitely after termination of my employment, regardless of the reason or reasons for termination" and that her obligations "will inure to the benefit of the Company, its affiliates, and its and their respective subsidiaries, successors and assigns." Id. ¶ 9. The Agreement also contains a choice-of-law clause stating that the Agreement shall be governed by Texas law.2 Worldpay avers that it takes "substantial efforts to protect" its proprietary information, including requiring all new employees to execute nondisclosure agreements,password-protecting and monitoring employees' access to proprietary information, and restricting employees' ability to download, copy, transfer, or email proprietary information. Id. ¶ 10.

Worldpay alleges that in November 2016, while still employed with Worldpay, Ms. Haydon began the process of setting up a separate company, Eunyt, LLC, which was incorporated in March 2017. Id. ¶¶ 17, 19. On March 30, 2017, Ms. Haydon met with several Worldpay employees in Fairview, Texas, to discuss the marketing and sales plan for Eunyt. The attendees were given a "New Hire Acknowledgement" form from Eunyt, which Ms. Haydon alleges, and Worldpay disputes, included a nondisclosure agreement that prohibited Eunyt employees from using other companies' confidential information. See Pl.'s Resp. DSOF ¶ 23. During the meeting, a handout was circulated that "listed Worldpay as a 'primary' competitor of Eunyt," PSOF ¶ 24; the parties dispute whether Ms. Haydon or another Eunyt employee created and circulated the handout. Defs.' Resp. PSOF ¶ 24. The parties also dispute whether Ms. Haydon was required to be in Fairview that day on Worldpay business, but Ms. Haydon does not dispute that she submitted her receipts for the trip to Worldpay for reimbursement. Id. ¶ 22.

Worldpay alleges that during the meeting, Ms. Haydon asked Worldpay employee Randy Standish to copy her Worldpay email account.3 On April 6, 2017, Mr. Standish wrote an email to Ms. Haydon saying "I 'secretly' started the migration of your WP emails on Monday. This has now been completed and everything is in a separate eunyt email box . . . You have all the emailsup to April 3, 2017 . . . At the time of your termination with WP, I can get the remaining emails after that date if needed." PSOF ¶ 27. Ms. Haydon and Eunyt paid Mr. Standish for this work and for setting up Eunyt's web domain and email accounts. Id. ¶ 29.

In addition, Ms. Haydon forwarded emails from her Worldpay account to her personal Yahoo account, including pricing information, a customer's contract and tax information, a P&L spreadsheet, and "information regarding the financial split between Worldpay and its business partners." Id. ¶¶ 30-31. On April 10, 2017, Ms. Haydon sent an email to Matt Bott, a Eunyt employee, attaching Worldpay marketing materials and saying, "We will just swap out [Worldpay] logos for EUNYT when ready." Id. ¶ 32.

Worldpay asserts that on April 3, 2017, Ms. Haydon directed a potential business partner for Worldpay, CEB Sales, to her personal email address and began discussing a potential partnership between CEB Sales and Eunyt. Id. ¶ 33. Worldpay further maintains that "Haydon spoke with representatives from NCR and the San Diego Cash Register regarding her opening up a separate company and migrating their business from Worldpay to the company." Pl.'s Resp. DSOF ¶ 14. The defendants assert that CEB is a general consulting firm rather than a potential client and that, though there is no evidence that Worldpay intended to employ CEB's services, both Worldpay and Eunyt could have worked with CEB. Defs.' Resp. PSOF ¶ 33. Similarly, defendants state that the only Worldpay client Eunyt contacted was Zuzapp; however, they allege, that contact was to engage Zuzapp as a vendor, rather than a customer. DSOF ¶¶ 14-15. The defendants aver that Eunyt did not obtain any clients while Ms. Haydon was employed with Worldpay. Id. ¶ 13.

Worldpay also alleges that Ms. Haydon engaged in a bonus-sharing scheme with one of her subordinates, Jeffrey Mandel.4 Worldpay alleges that Ms. Haydon "manipulated Mandel's quarterly target for a bonus by lowering his target for account acquisitions to 112 . . . This new target was not represented in any Worldpay agreement with Mandel" and that she "later indicated that Mandel's target was not supposed to be reflected into her own target, which was codified in her agreement with Worldpay, even though all of her other subordinates' targets were so included." PSOF ¶¶ 37-39. Accordingly, Mr. Mandel became eligible for a $79,000 bonus. He transferred half of the net amount to Ms. Haydon; she allegedly complained that he had not transferred her half of the gross amount. Id. ¶¶ 39-40.

Ms. Haydon's counterclaim pertains to a "Rate Lock Guarantee" that, Ms. Haydon alleges, Worldpay had provided to various customers, including its government clients. Worldpay acknowledges that some of its marketing materials described a Rate Lock Guarantee that rates would not increase unless interchange rates from Visa and Mastercard increased. Id. ¶¶ 41-42. For most clients, references to the Rate Lock Guarantee were included in sales enablement documents, but there was no signed contract with Worldpay guaranteeing that rates would not increase absent interchange rate changes. Id. ¶ 49. The parties dispute whether this was true with respect to government clients. Defs.' Resp. PSOF ¶ 49; Pl.'s Resp. Defs.' Statement Add'l Facts ¶¶ 77, 79. Worldpay avers that interchange rates increased in April 2017 and, accordingly, it sent monthly charge statements to customers including a notice that financing charges would increase. PSOF¶¶ 41, 43. Worldpay alleges that Ms. Haydon complained about the increasing rates out of a concern that Worldpay would lose customers and negatively impact her subordinates' commissions. Id. ¶ 44.

On May 3, 2017, Worldpay employee Delroy McFarlane reported Ms. Haydon's activities with Eunyt to Worldpay CEO Kim Goodman and provided a recording of the March Fairview, Texas meeting and the documents circulated at the meeting. Id. ¶ 50. Worldpay alleges that the "recording also captured Haydon identifying several specific Worldpay customers whom she alleged were underserved by Worldpay and would be better served by Eunyt." Id. ¶ 52.5 While the defendants dispute this contention, the transcript of the recording does indeed show that Ms. Haydon referred to specific Worldpay customers at the Fairview meeting. See, e.g., TX Meeting Tr. 1 at 20:11-25; TX Meeting Tr. 2 at 83:6-19, ECF No. 152. Worldpay began an investigation on May 4 and fired Ms. Haydon in a letter dated May 11, 2017. Defs.' Resp. PSOF ¶¶ 54-55. The termination letter contained a directive to preserve all documents related to her involvement in the formation of Eunyt, including any activities undertaken with respect to Worldpay's customers and employees. Nevertheless, Ms. Haydon testified that she instructed Eunyt employee Hila Shpigelman to shut down the Eunyt email domain after her termination, in June 2017. Pl.'s Statement Add'l Facts ¶¶ 5-7, ECF No. 144. Worldpay also terminated Frank Fantuazzo, William Luyk, Jeffrey Sanders, Tyler Nowell, Randy Standish, and Alex Benjamin for their "involvement with Haydon in forming a competing...

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