United States District Court, W.D. Pennsylvania
MEMORANDUM ORDER RE: DEFENDANTS' MOTIONS TO DISMISS (DOC. NOS. 27 & 29)
ARTHUR J. SCHWAB, District Judge.
This case centers on actions allegedly taken by an employee, Eileen Daly, and her new employer Morgan Stanley, prior to and continuing after her resignation from PNC Financial Services Group, Inc. ("PNC Financial Services" "Plaintiff"). Doc. Nos. 1 and 19. Plaintiff, in its Amended Complaint, has alleged causes of action for breach of contract (Count I vs. Eileen Daly) and tortious interference with existing and prospective contractual relations (Count II vs. Morgan Stanley). Doc. No. 19. Jurisdiction is based upon diversity of citizenship. Presently before the Court are a Motion to Dismiss filed by Defendant Morgan Stanley ("Morgan Stanley" "Defendant") and a Motion to Dismiss or Motion to Transfer Venue filed by Defendant Eileen Daly ("Daly"). Doc. Nos. 27, 29. Defendants contend that Plaintiff has failed to state a cause of action, filed suit in an inappropriate venue, and failed to join an indispensable party. For the following reasons, Defendants' Motions to Dismiss will be denied.
II. Factual Background and Procedural History
In ruling on a Motion to Dismiss, the Court must take all well-pleaded facts in the Complaint and reasonable inferences as true. Heffernan v. Hunter, 189 F.3d 405, 408 (3d Cir. 1999). The facts of this case, solely for the purposes of this Memorandum Order, are as follows:
Defendant Daly was employed as a Senior Vice President by PNC Bank, N.A., a wholly owned subsidiary of Plaintiff PNC Financial Services (which is headquartered in Pittsburgh, Pennsylvania). Doc. No. 19, ¶¶ 2, 11. Daly was responsible for providing trust advisory services in the Palm Beach, Florida Office. Id. at ¶¶ 2, 14. Her clients included a number of PNC Financial Service's most valuable customers. Id . Plaintiff preserves and protects business information and trade secrets related to trust advising. Id. at ¶¶ 33-34.
On January 25, 2010, and February 9, 2011, Daly and PNC Financial Services entered into agreements that included traditional restrictive covenants, including non-solicitation of/not doing business with customers, non-hire/non-solicitation of employees, and non-disclosure/non-misuse of confidential information and trade secrets clauses ("restrictive covenants"). Id. at ¶ 17. Sections 14 and 15 specified certain actions that Daly could not undertake after her employment ended. They included that Daly could not solicit current or former customers or offer to employ or "divert or entice away" any employee for a period of one year after any termination of her employment. Id. at ¶ 19. The Agreements also included that Daly would not use or disclose confidential business or technical information acquired during her employment. Id. at ¶ 20. The Agreements provided if Daly breached any of these provisions within the applicable 12 month period, PNC Financial Services could extend the period for an additional 12 months. Id. at ¶ 22.
The Agreements include a provision that disputes related thereto would be brought "exclusively" in the United States District Court for the Western District of Pennsylvania or the Court of Common Pleas of Allegheny County, Pennsylvania. Id. at ¶ 21. Daly received restricted stock awards totaling 240 shares of stock as part of the Agreements. Id at ¶ 17. Daly explicitly agreed that she received adequate consideration with respect to Sections 14 and 15 of the Agreements. Id. at ¶ 23.
In mid-January 2014, Daly attempted to download confidential customer information. Id. at ¶ 46. Daly resigned from Plaintiff's employment on January 31, 2014, to pursue employment with Morgan Stanley. Id. at ¶ 2. She was observed photographing her computer screen with her mobile phone earlier that day. Id. at ¶ 37. Two other employees also planned to resign and pursue employment with Morgan Stanley and did so on the same date. Id. at ¶¶ 27, 32. Plaintiff has been unable to locate approximately 10 boxes of customer files that were in Daly's office prior to her resignation. Id. at ¶ 38.
Defendants have unlawfully solicited and diverted customers from Plaintiff and misappropriated some of Plaintiff's valuable confidential business information. Id. at ¶ 24. These actions began in late - and were planned and implemented while Daly was employed by Plaintiff. Id. at ¶ 25. Daly has solicited, called on, and generally sought to divert and entice Plaintiff's customers to Morgan Stanley. Id. at ¶ 41. These actions violated Daly's Agreements with Plaintiff. Id. at ¶ 30.
III. Standard of Review
In considering a Rule 12(b)(6) motion, Federal Courts require notice pleading, as opposed to the heightened standard of fact pleading. Fed.R.Civ.P. 8(a)(2) requires only "a short and plain statement of the claim showing that the pleader is entitled to relief, ' in order to give the defendant fair notice of what the... claim is and the grounds on which it rests.'" Bell Atlantic Corp. v. Twombly, 550 U.S. 554, 555 (2007) (quoting Conley v. Gibson, 355 U.S. 41, 47 (1957)).
Building upon the landmark United States Supreme Court decisions in Twombly and Ashcroft v. Iqbal, 556 U.S. 662 (2009), the United States Court of Appeals for the Third Circuit explained that a District Court must undertake the following three steps to determine the sufficiency of a complaint:
First, the court must take note of the elements a plaintiff must plead to state a claim. Second, the court should identify allegations that, because they are no more than conclusions, are not entitled to the assumption of truth. Finally, where there are well-pleaded factual allegations, a court should assume their veracity ...