United States District Court, E.D. Pennsylvania
RICOH USA, INC.
RAYMOND BAILON et al.
Milton Younge Judge.
action, Plaintifff Ricoh USA, Inc. (“Ricoh”)
asserts claims against a former employee, Defendant Raymond
Bailon (“Bailon”) and his subsequent employer,
Defendant All Copy Products, Inc. (“All Copy”),
arising from Bailon's alleged breach of a Confidentiality
and Non-Compete Agreement with Ricoh.
before the Court is Bailon's and All Copy's Motion to
Dismiss Ricoh's Complaint pursuant to Federal Rule of
Civil Procedure 12(b)(6). (ECF No. 9.) The Court finds this
matter appropriate for resolution without oral argument.
Fed.R.Civ.P. 78; L.R. 7.1(f). For the following reasons,
Bailon's and All Copy's Motion will be granted, and
Ricoh's Complaint (ECF No. 1) will be dismissed with
leave to amend.
formerly known as IKON Office Solutions, Inc.
(“IKON”), is engaged in the business of providing
various office and workplace management equipment, services,
and supplies. (Compl ¶ 1.) Bailon began his
employment with IKON on January 2, 1995, as an Integrated
Account Manager. (Id. ¶ 15.) In 2010, Bailon
was promoted to Customer Relationship Manager, a sales
management position. (Id. ¶ 16.) The Complaint
does not specify when in 2010 Bailon was promoted. Ricoh
alleges that “[w]ith Bailon's promotion to Customer
Relationship Manager, he began earning a commission based on
sales and an increase in his total wages.”
(Id. ¶ 17.)
September 7, 2010, Bailon signed the Agreement, with an
effective date of October 1, 2010. (Id. ¶ 26;
see also Agmt.) The Agreement provided that Bailon
would not use or disclose Ricoh's trade secret or
confidential information except as required in the course of
his employment with Ricoh. (Agmt. ¶ 7.) The Agreement
further provided that for a period of twenty-four months
after termination of his employment with Ricoh, Bailon would
not: (1) become affiliated with or employed by any competitor
of Ricoh, (id. ¶ 8); (2) cause a current or
prospective Ricoh customer to do business with a competitor
or to reduce its business with Ricoh,
(id.); or (3) cause any Ricoh employees to leave
the company or hire or cause a third party to hire any Ricoh
employees, (id. ¶ 10).
alleges that Bailon signed the Agreement “in
consideration for, among other things, Ricoh's disclosure
of trade secrets and confidential information to Bailon, as
well as Bailon's promotion to Customer Relationship
Manager and a substantial increase in his overall
compensation (his compensation increased by approximately 35%
during the first 12 months after he accepted the
position).” (Compl. ¶ 26.) Ricoh further alleges
that it “has provided valuable consideration to Bailon
in exchange for [the Agreement], including but not limited to
the significant increase in [his] compensation, access to and
the benefit from the goodwill Ricoh has developed with
customers to which Bailon was assigned, the benefit and use
of Ricoh's trade secret and confidential information and
valuable specialized training. . . .” (Id.
Employee desires to continue to be employed, by the Company.
The Company desires to continue to employ, Employee, provided
that as an express condition of such continued employment,
Employee enters into this Agreement with the Company.
(Non-Compete Agmt., Background Stmt.) The
“Consideration” provision of the Agreement
In consideration of Employee's employment with the
Company, the Company's disclosure of trade secrets and
confidential information to Employee, and the Company's
provision of compensation and benefits to Employee, Employee
agrees to be bound by the terms and conditions of this
(Id. ¶ 3.) The Agreement's confidential
information provision recites that “[i]n exchange for
the mutual promises and obligations contained in this
Agreement, and contemporaneous with its execution, Employer
agrees to allow Employee to acquire, be exposed to, and/or
have access to material, data, and information of the Company
and/or its customers or clients that is confidential,
proprietary and/or a trade secret. . . .” (Id.
¶ 7.) Finally, the prefatory language of the
Agreement's non-competition provision states: “In
consideration of the mutual promises contained in this
Agreement, the sufficiency of which is acknowledged by the
parties, . . .” (Id. ¶ 8.)
employment with Ricoh terminated on March 31, 2017, and, at
that time, his title was Customer Relationship Specialist.
(Id. ¶¶ 18, 39.) The Complaint includes a
series of allegations about the responsibilities Bailon had,
and the confidential information and trade secret information
he was privy to, as a Customer Relations Specialist, but it
does not state when Bailon attained that position or allege
any temporal or other connection between his final position
and the Non-Compete Agreement. At some point after
Bailon's employment with Ricoh ended, he began working
for All Copy, a Ricoh competitor. (Id. ¶ 40.)
January 1, 2019, Ricoh filed this lawsuit alleging that
Bailon has violated his obligations under the Agreement and
that All Copy has interfered with those obligations.
Specifically, Ricoh alleges that Bailon directly or
indirectly solicited at least three Ricoh customers and
caused them to do business with All Copy. (Id.
¶¶ 41-44.) Ricoh further alleges that Bailon has
solicited or encouraged other employees to leave Ricoh and
has assisted All Copy or third parties in hiring those
employees. (Id. ¶¶ 45-47.) Ricoh's
Complaint asserts claims against Bailon for breach of
contract (Count I), against All Copy for intentional
interference with Bailon's Agreement with Ricoh (Count
II), and against both Bailon and All Copy for ...