The opinion of the court was delivered by: Judge Caputo
Presently before the Court is Defendants Michael Vaccarro, individually and in his capacity as an officer and director of Susquehanna Precision, Inc., Andrew Vaccarro and Endless Mountains Specialties, Inc.'s Motion to Dismiss Plaintiff Robert Dudick's First Amended Complaint. (Doc. 9.) For the reasons set forth below, the Court will deny this motion. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 1331 and 1367.
On February 7, 2007, Plaintiff filed his First Amended Complaint (Doc. 6).*fn1
Therein, he alleges as follows. Susquehanna Precision, Inc. ("SPI") was incorporated on February 20, 1980. (Id. ¶ 8.) From the time of its incorporation, Plaintiff has held a fifty percent (50%) ownership interest in SPI. (Id. ¶ 9.) Michael Vaccarro owned and does now still own the other 50% interest in SPI. (Id. ¶ 10.) Plaintiff and Michael Vaccarro serve as the officers and directors of SPI, receive compensation and dividends in equal amounts, and have done so since its incorporation. (Id. ¶¶ 12, 17.)
SPI is in the business of providing mechanical and electrical engineering services and products to customers in the aerospace industry. (Id. ¶ 18.) SPI has amassed a significant library of proprietary blue prints, plans and drawings provided to it by its customers for the purpose of enabling it to supply services and products. (Id. ¶ 20.) Many of these blueprints, plans and drawings are stored on SPI's computer system. (Id. ¶ 21.) SPI considers these documents to be proprietary and confidential business information. (Id. ¶ 22.)
On October 1, 1997, SPI hired Andrew Vaccarro, Michael Vaccarro's son, as an employee. (Id. ¶ 24.) As a SPI employee, Andrew was entrusted with the duty of maintaining contact with customers concerning bids, proposals, and the filling and completion of orders. (Id. ¶ 25.) SPI entrusted Andrew with access to its customers, bids, proposals, orders and other proprietary and confidential information. (Id. ¶ 26.) Andrew contacted SPI customers via mail, email and telephone, as well as in person. (Id. ¶ 27.)
At SPI, Andrew came into contact with proprietary and confidential information, particularly email correspondence, involving SPI's most significant customer, Aerospace International, Inc. ("Aero"). (Id. ¶ 29.) SPI received more than one million dollars ($1,000,000) in revenue from its sales to Aero. (Id. ¶ 30.)
In 2003, Andrew incorporated Endless Mountains Specialties ("EMS"). (Id. ¶ 31.)
Without the knowledge of Plaintiff, and with the assistance of his father Michael, Andrew, while employed by SPI, used SPI's computers, including its computer programs and equipment, to divert SPI's proprietary and confidential information, received from Aero, to EMS. (Id. ¶ 32.) This confidential information included purchase orders from Aero that SPI could have accepted and filled, orders which contained Aero's requirements, requests, products and services. (Id. ¶¶ 32-33.)
Since 2003, SPI's revenue from sales to Aero has significantly declined as a result of Defendants' actions. (Id. ¶¶ 35-36.) In 2003, SPI's revenue from sales to Aero was one million fifty-seven thousand dollars ($1,057,000). (Id. ¶ 35.) In 2004, this figure was approximately nine hundred seventy-eight thousand dollars ($978,000). (Id.) In 2005, this figure was reduced to approximately three hundred sixty-nine thousand dollars ($369,000). (Id.) Through May, SPI's 2006 revenue from Aero was only one hundred twenty-two thousand dollars ($122,000). (Id.)
Plaintiff confronted Michael Vaccarro concerning the loss in sales revenue and sought to persuade him to take appropriate action against EMS. (Id. ¶ 36.) Michael refused to take any such action. (Id. ¶ 37.) Instead, Michael attempted to freeze Plaintiff out and exclude him from the proper share of benefits owed to him as a shareholder of SPI. (Id. ¶ 37.)
On June 20, 2006, Michael Vaccarro took the following actions: (1) he changed the locks on all of SPI's buildings and refused to provide Plaintiff with a set of keys; (2) he contacted the post office to divert the delivery of SPI's mail to an address unknown to Plaintiff; and (3) he closed SPI's bank account and opened a separate bank account to which Plaintiff has no access. (Id.) Since that time, Michael has refused to recognize Plaintiff as a fifty-percent (50%) shareholder of SPI. (Id.)
Plaintiff bases the Court's jurisdiction over this matter on Count I of his First Amended Complaint (Doc. 6). This count sets forth a claim under the federal Computer Fraud and Abuse Act ("CFAA"), 18 U.S.C. § 1030. (Id. ¶ 40-46.) As such, Plaintiff claims the Court has federal question jurisdiction over his action pursuant to 28 U.S.C. § 1331. (Id. ¶ 6.) Plaintiff contends that the Court has jurisdiction over his thirteen (13) remaining counts pursuant to supplemental jurisdiction, 28 U.S.C. § 1367. (Id.)
Count I of Plaintiff's First Amended Complaint reads as follows.
40. The averments of paragraphs 1 through 39 are herein incorporated by reference.
41. SPI's computers are used by SPI in transacting interstate commerce.
42. As set forth hereinabove, in violation of the CFAA, ANDREW, individually and as an agent of EMS, did, without authorization or exceeding the authorization he had been given as an employee of SPI, intentionally accessed the SPI computer system and obtained, communicated, delivered and/or transmitted information from SPI's protected computer to EMS, an entity not entitled to receive such information.
43. As set forth hereinabove, in violation of the CFAA, ANDREW, individually and as an agent of EMS, did intentionally cause customers orders, including but not limited to orders from Aero, and other valuable, confidential, and proprietary business information to be transmitted from SPI's ...