United States District Court, E.D. Pennsylvania
[Copyrighted Material Omitted]
For RADIAN GUARANTY INC., Plaintiff: LARRY L. TURNER, LEAD ATTORNEY, MICHAEL C. HIGGINS, MORGAN, LEWIS & BOCKIUS, LLP., PHILADELPHIA, PA.
For RHIANNON BOLEN, Defendant: DAVID F. MCCOMB, LEAD ATTORNEY, ZARWIN BAUM DEVITO KAPLAN SCHAER TODDY P.C., PHILADELPHIA, PA.
For ARCH U.S. MI HOLDINGS INC., ARCH U.S. MI SERVICES INC., Defendants: ROBERT D. GOLDSTEIN, LEAD ATTORNEY, EPSTEIN, BECKER & GREEN, P.C., NEW YORK, NY; CHRISTOPHER C. COSS, COSS & MOMJIAN LLP, BALA CYNWYD, PA.
ANITA B. BRODY, J.
Plaintiff Radian Guaranty Inc. (" Radian" ) brings suit against Defendants Rhiannon Bolen (" Bolen" ), Arch Capital Group Ltd. (" Arch Group" ), Arch Capital Group U.S. Inc. (" Arch Group US" ), Arch U.S. MI Services Inc. (" Arch MI Services" ) and Arch U.S. MI Holdings Inc. (" Arch MI Holdings" ) (collectively, the " Arch Defendants," and, collectively with Bolen, " Defendants" ). Radian alleges that Bolen, its former employee, violated a non-competition agreement with Radian and misappropriated Radian's trade secrets and confidential information when she left Radian to work for the Arch Defendants. Radian also alleges that the Arch Defendants knowingly induced Bolen to join them in violation of her non-competition agreement and with the express intent of benefiting from her knowledge of Radian's trade secrets and confidential information. I exercise
subject matter jurisdiction over Radian's claims pursuant to 28 U.S.C. § 1332.
Currently before me is the Arch Defendants' motion to dismiss or transfer the suit. The Arch Defendants move for a dismissal of the suit for failure to join an indispensible party under Federal Rule of Civil Procedure 19. The Arch Defendants also move for dismissal of the claims against them on the ground that this Court lacks personal jurisdiction over the Arch Defendants. In the alternative, pursuant to 28 U.S.C. § 1404(a), the Arch Defendants move for an order transferring the action to the Eastern District of Texas. Finally, the Arch Defendants request an award of the costs and attorney's fees incurred to prepare and file their motion. Bolen joins the Arch Defendants' motion seeking dismissal for failure to join an indispensible party and seeking transfer of the action to the Eastern District of Texas. For the reasons discussed below, I will deny in part and grant in part the Arch Defendants' motion.
A. Factual Background
Radian provides private mortgage insurance and related risk management products and services to mortgage lenders across the United States. Beginning in January 2012, Bolen served as a regional account manager in Radian's Southern Division. During her eighteen-month tenure in that role, she managed and supported Radian's relationships with key regional mortgage lenders at the corporate level.
On or about September 21, 2012, Bolen entered into a Restricted Stock Unit Grant (the " Stock Grant Agreement" ) with Radian's parent company, Radian Group Inc. (" Radian Group" ). In consideration for a grant of restricted stock, Bolen agreed not to compete against Radian for a one-year period following any separation from Radian. In the Stock Grant Agreement, Bolen acknowledged that she had been and would be exposed to Radian's trade secrets and confidential information in the course of the performance of her job duties. She also agreed that she was prohibited from disclosing or using this information for any purpose other than for the benefit of Radian.
The Stock Grant Agreement contains a forum selection clause that states:
" The Grantee irrevocably and unconditionally (i) agrees that any legal proceeding arising out of this paragraph may be brought in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Philadelphia County, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of such court in any such proceeding, and (iii) waives any objection to the laying of venue of any such proceeding in any such court."
Restricted Stock Unit Grant, Compl. Ex. B. at 7 (§ 8(f)).
On August 27, 2013, Bolen informed Radian that she was resigning her position with the company, effective September 10, 2013. Just prior to announcing her resignation, Bolen emailed some of Radian's confidential customer information to her personal email account. On or about September 25, 2013, Radian learned that Bolen had been hired as a Regional Vice President by the Arch Defendants. Global providers of insurance and reinsurance products, the Arch Defendants have recently entered the U.S. mortgage insurance marketplace through several acquisitions. In particular, in February 2013, the
Arch Defendants announced their acquisition of the assets of CMG Mortgage Insurance Co. and PMI, both mortgage insurance companies, as well as their intention to commence U.S. operations in direct competition with Radian within twelve months. In July 2013, when the Arch Defendants approached and interviewed Bolen, they were aware that Bolen was a Radian employee with intimate knowledge of Radian's trade secrets and confidential information. The Arch Defendants also knew that employing Bolen would violate the terms of the Stock Grant Agreement and nonetheless pursued Bolen and induced her to engage in actions that breached her non-competition agreement and confidentiality obligations. Since joining the Arch Defendants, Bolen has approached Radian's customers and attempted to solicit business from those customers for herself and the Arch Defendants.
B. Procedural Background
On October 23, 2013, Radian and Radian Group filed suit against the Arch Defendants and Bolen. On November 6, 2013, after being advised that the suit was not subject to federal diversity jurisdiction because Radian Group and three of the Arch Defendants were citizens of Delaware, Radian filed an Amended Complaint that eliminated Radian Group as a plaintiff in order to establish complete diversity.
On November 13, 2013, the Arch Defendants filed their motion to dismiss or transfer the suit to the Eastern District of Texas. On January 23, 2014, I granted Radian's motion for expedited limited jurisdictional discovery on the personal jurisdiction issue. On February 25, 2014, I granted the Arch Defendants' motion for expedited discovery in support of their motion to dismiss for failure to join an indispensible party. The motion to dismiss has now been fully briefed.
II. FAILURE TO JOIN AN INDISPENSIBLE PARTY
The Arch Defendants, joined by Bolen, contend that the Amended Complaint should be dismissed under Federal Rule of Civil Procedure 19 because Radian Group is a necessary and indispensable party to this action that cannot be joined without destroying ...