United States District Court, E.D. Pennsylvania
OPINION DEFENDANT WALTER SUPPLEE'S MOTION TO
DISMISS, ECF NO. 29-GRANTED IN PART MOTION TO DISMISS OF
DEFENDANTS CBM N.A. INC., CBM U.S. INC., AND CBM SAS, ECF NO.
30-GRANTED IN PART
F. Leeson, Jr. United States District Judge.
case, the plaintiff, Neopart Transit, LLC, a distributor of
parts for transit busses, alleges that a former employee of
its predecessor stole Neopart's confidential and
proprietary information and resigned to work for another
entity, which used Neopart's information to compete and
harm its business. The plaintiff brings numerous claims
against both the former employee, Walter Supplee, the entity
he left to work for, CBM U.S. Inc., that company's parent
corporation, CBM SAS, and its affiliate, CBM N.A. All of the
defendants move to dismiss on various grounds: Supplee for
failure to state a claim and the corporate defendants for
improper service and lack of personal jurisdiction. For the
reasons discussed below, Supplee's motion is granted in
part and denied in part, and the corporate defendants'
motion is granted in part and denied without prejudice in
part to allow the parties to conduct jurisdictional
following facts are drawn from Plaintiff's Amended
Complaint. Plaintiff Neopart Transit, LLC, is the successor
of Neopart, LLC, which was founded as the parts-supply
division of Neoplan USA, a manufacturer of transit
buses. Plaintiff purchases transit bus parts from
suppliers and resells them to operators of transit bus
systems in the United States and Canada. Plaintiff takes
great care to protect proprietary information surrounding its
operations, such as the unique part numbers it assigns to the
parts it sells, the cross references between Neopart part
numbers and its suppliers' part numbers, pricing
arrangements with suppliers, customer purchasing patterns,
and knowledge of which transit bus operators use which parts.
Walter Supplee began working for Neopart in 1997 as a
salesman, and had access to Plaintiff's supplier and
parts-related information. He signed a Confidentiality
Agreement and Security Policy in 2012 which prohibited him
from divulging Neopart's confidential and proprietary
information outside of Neopart. In 2014, Supplee resigned
and, according to Plaintiff, took Neopart's confidential
and proprietary information with him.
alleges that Supplee began working for Defendant CBM SAS and
its affiliates after he left Neopart. Defendant CBM SAS, a
French corporation, distributed spare parts for transit
buses. Defendant CBM N.A., a subsidiary of CBM SAS
headquartered in Canada, operates as CBM SAS's North
American distributor. By September 2014, Supplee had started
working with Defendant CBM SAS and Defendant CBM N.A. to grow
their business in the United States. Later that month, CBM
SAS formed Defendant CBM U.S. as a subsidiary to market and
distribute after market transit bus parts. According to
Plaintiff, CBM had no material presence in the market for
transit bus parts in the United States before it hired
alleges that Supplee used the information he took from
Neopart to help CBM gain an unfair competitive advantage,
causing Neopart to lose business from both the Massachusetts
Bay Transit Authority (MBTA) and the Southeastern
Pennsylvania Transit Authority (SEPTA), two longtime
customers. According to Plaintiff, the knowledge of
Neopart's supply chain, pricing methods, and part number
cross references that Supplee took with him enabled CBM U.S.
to obtain SEPTA contracts that Neopart historically had won.
Plaintiff also argues that Defendants used Neopart's
information to interfere with its existing business
relationships. Neopart entered an agreement with John Bruce
UK Ltd. in 2006 to act as John Bruce's exclusive parts
distributor in the United States. Plaintiff contends that
Supplee knew which Neopart customers had approved
Neopart's John Bruce products, as well as the product
number cross references for John Bruce components, and that
CBM used this information to interfere with Neopart's
agreement. Plaintiff alleges that John Bruce breached the
exclusive distribution agreement with Neopart as a result.
Plaintiff also alleges that CBM interfered with its
relationship with USSC Group, a supplier of seats and seat
parts to Neopart, which prevented Neopart from securing
future competitive pricing and service arrangements from USSC
brought suit against Supplee, CBM SAS, CBM N.A., and CBM US,
alleging a violation of the Defend Trade Secrets Act of 2016,
misappropriation of trade secrets, tortious interference with
the exclusive distribution agreement, tortious interference
with prospective contractual relations, unfair competition,
and civil conspiracy. Additionally, Plaintiff alleges breach
of the Confidentiality Agreement and breach of fiduciary duty
against Supplee, and claims for aiding and abetting breach of
fiduciary duty and tortious interference with the
Confidentiality Agreement against the three CBM defendants.
Rule 12(b)(2) Motion to Dismiss for Lack of Personal
Honorable Mitchell S. Goldberg of this Court aptly described
the Rule 12(b)(2) motion to dismiss standard as follows:
When reviewing a motion to dismiss for lack of personal
jurisdiction under Federal Rule of Civil Procedure 12(b)(2),
I must accept the plaintiff's allegations as true and
resolve disputed facts in favor of the plaintiff. Pinker
v. Roche Holdings Ltd., 292 F.3d 361, 368 (3d Cir.
2002). However, once a defendant has raised a jurisdictional
defense, the plaintiff must “prove by affidavits or
other competent evidence that jurisdiction is proper.”
See Metcalfe v. Renaissance Marine, Inc., 566 F.3d
324, 330 (3d Cir. 2009). If an evidentiary hearing is not
held, a plaintiff “need only establish a prima facie
case of personal jurisdiction.” Id. A
plaintiff meets this burden by “establishing with
reasonable particularity sufficient contacts between the
defendant and the forum state.” Provident Nat. Bank
v. California Fed. Sav. & Loan Assoc., 819 F.2d 434
(3d Cir. 1987).
Campbell v. Fast Retailing USA, Inc., No. CV
14-6752, 2015 WL 9302847, at *2 (E.D. Pa. Dec. 22, 2015).
Rule 12(b)(5) Motion to Dismiss for Improper Service
federal court may dismiss a complaint for “insufficient
service of process.” Fed.R.Civ.P. 12(b)(5).
“[T]he party asserting the validity of service bears
the burden of proof on that issue.” Grand
Entm't Group, Ltd. v. Star Media Sales, Inc., 988
F.2d 476, 488 (3d Cir. 1993). See also White v.
Green, 2009 WL 3209647, at *1 (E.D. Pa. Oct. 6, 2009)
(“In resolving a motion under Rule 12(b)(5), the party
making the service has the burden of demonstrating its
validity when an objection to service has been made.”)
(quotation omitted), aff'd, 382 Fed.Appx. 199
(3d Cir. 2010).
Rule 12(b)(6) Motion to Dismiss for Failure to State a
rendering a decision on a motion to dismiss, this Court must
“accept all factual allegations as true [and] construe
the complaint in the light most favorable to the
plaintiff.” Phillips v. Cnty. of Allegheny,
515 F.3d 224, 233 (3d Cir. 2008) (quoting Pinker v. Roche
Holdings Ltd., 292 F.3d 361, 374 n.7 (3d Cir. 2002))
(internal quotation marks omitted). Only if “the
‘[f]actual allegations . . . raise a right to relief
above the speculative level'” has the plaintiff
stated a plausible claim. Id. at 234 (quoting
Bell Atl. Corp. v. Twombly, 550 U.S. 540, 555
(2007)). However, “the tenet that a court must accept
as true all of the allegations contained in a complaint is
inapplicable to legal conclusions.” Ashcroft v.
Iqbal, 556 U.S. 662, 678 (2009) (explaining that
“[d]etermining whether a complaint states a plausible
claim for relief . . . [is] a context-specific task that
requires the reviewing court to draw on its judicial
experience and common sense”). The defendant bears the
burden of demonstrating that a plaintiff has failed to state
a claim upon which relief can be granted. Hedges v.
United States, 404 F.3d 744, 750 (3d Cir. 2005) (citing
Kehr Packages, Inc. v. Fidelcor, Inc., 926 F.2d
1406, 1409 (3d Cir. 1991)).
Supplee's Motion to Dismiss
moves to dismiss the claims against him (Counts III, IV, VI,
VIII, and IX). He argues that Plaintiff bases all its claims
against him on the assertion that he was an employee of
Plaintiff Neopart Transit, LLC, and that he entered a
Confidentiality Agreement with Neopart Transit; however,
Neopart Transit, LLC, did not yet exist at the time of the
events at issue. According to Supplee, he worked for a
company called Neopart, LLC, until September 2014, and began
working for CBM U.S. in October 2014. Supplee Mot. 3, ECF No.
29. He points out that, according to public records searches,
Plaintiff Neopart Transit, LLC, was not created until
February 2016. Id. Therefore, according to Supplee,
Plaintiff cannot state any claim against him concerning the
Confidentiality Agreement or his employment with Neopart.
Supplee's motion to dismiss Count III is denied because
Plaintiff has sufficiently alleged that Supplee breached the
argues that Plaintiff's breach of contract claim fails
because he was never Plaintiff's employee nor a party to
a contractual agreement with Plaintiff. The Complaint alleges
that Supplee began employment with “Neopart and its
affiliates in 1997” and signed the Confidentiality
Agreement on January 16, 2012. Amend. Compl. ¶¶
41-42. Plaintiff alleges that Neopart, LLC, was the original
owner of the claims in this case to the extent that the
claims accrued prior to March 11, 2016, when Neopart, LLC
assigned all its claims to Plaintiff. Amend. Compl. ¶ 8.
concedes that Plaintiff asserts in the Complaint that it is
bringing claims formerly belonging to Neopart, LLC, but
points out that the Amended Complaint repeatedly refers to
Supplee's employer as “Neopart,
” which the Amended Complaint explicitly
defines as Plaintiff Neopart Transit, LLC, not its
predecessor, Neopart, LLC. Thus, Supplee insists, Plaintiff
alleges employment and contractual relationships between
Plaintiff and Supplee that cannot have existed because they
predated Plaintiff's formation.
creative, Supplee's argument is overly formalistic.
Plaintiff's Complaint is less than precise in its
drafting, and is ambiguous as to whether
“Neopart” in the statement of its claims refers
to Plaintiff Neopart Transit, LLC, or its predecessor,
Neopart, LLC. The preamble to the Amended Complaint
specifically defines “Neopart” as referring to
Plaintiff Neopart Transit, LLC. Amend. Compl. 1
(“Plaintiff Neopart Transit, LLC (‘Plaintiff'
or ‘Neopart') brings this action against Defendants
. . . .”). However, the Amended Complaint also
clarifies that Neopart, LLC is the original owner of the
claims to the extent that they accrued before March 11, 2016,
and alleges that Supplee entered the Confidentiality
Agreement in 2012 and breached it in 2014 when he went to
work for CBM. Amend Compl. ¶¶ 8, 45-47, 90-91.
According to the Amended Complaint, then, Neopart, LLC, was
the original owner of any action arising from the breach of
the Confidentiality Agreement and Supplee's employment
prior to 2014. Plaintiff's use of “Neopart”
throughout the Amended Complaint could be read as a shorthand
for “Plaintiff Neopart Transportation, LLC, and, to the
extent the claim arose before March 11, 2016, Neopart,
LLC.” Mindful that ambiguities should be construed in
favor of the pleader, this Court concludes that Plaintiff has
stated a claim for breach of the Confidentiality Agreement
against Supplee. See Walsh v. Corzine, No.
06-CV-6075(WJM), 2008 WL 2277098, at *3 (D.N.J. June 2, 2008)
(“All doubts and ambiguities in a complaint should be
resolved in the pleader's favor.”) (citing
Herman v. Mut. Life Ins. Co. of N.Y., 108 F.2d 678,
679 (3d Cir. 1939)); see also Llewellyn v. Shearson Fin.
Network, Inc., 622 F.Supp.2d 1062, 1074 (D. Colo. 2009)
(interpreting complaint in light most favorable to plaintiff
and denying motion to dismiss where it was not always clear
which of similarly-named corporate entities short-form names
in complaint referred to). Supplee's motion is denied
with respect to the breach of contract claim.
The motion to dismiss Count IV is denied because the gist of
the action doctrine does not bar ...