United States District Court, D. Massachusetts
178 Lowell Street Operating Company, LLC, doing business as
Lexington Health Care Center, Plaintiff: Danielle Y.
Vanderzanden, LEAD ATTORNEY, Ogletree, Deakins, Nash, Smoak &
Stewart, P.C., Boston, MA; Francesco A. DeLuca, LEAD
ATTORNEY, Ogletree Deakins Nash Smoak & Stewart, Boston, MA.
Dana Nichols, Denise Belliveau, Integrated Health Services,
doing business as Meford Rehabilitation and Nursing Center,
MRNC Operating, LLC, doing business as Medford Rehabilitation
and Nursing Center, Defendants: Daniel J. Blake, LEAD
ATTORNEY, LeClair Ryan, Boston, MA; Justin J. Twigg, LeClair
Ryan, P.C., Boston, MA.
M. Gorton, United States District Judge.
case arises out of allegations by an employer that its former
director solicited its employees to work at her new company
and used or disclosed the employer's confidential
information or trade secrets without authorization.
before the Court is plaintiff's renewed motion for a
temporary restraining order (" TRO" ). For the
reasons that follow, plaintiff's motion for injunctive
relief will be allowed, in part, and denied, in part.
178 Lowell Street Operating Company, LLC d/b/a Lexington
Health Care Center (" Lexington" ) is a Delaware
limited liability company that provides rehabilitation and
medical services at a facility in Lexington, Massachusetts.
None of the members of Lexington is a citizen of
Integrated Health Services, Inc. d/b/a Medford Rehabilitation
& Nursing Center (" Medford" ) is a Massachusetts
corporation with a principal place of business in
Massachusetts. Medford provides rehabilitation and medical
services at a facility in Medford, Massachusetts.
MRNC Operating, LLC (" MRNC" ) d/b/a Medford is a
limited liability company and, although it is the residency
of such an entity's members and not its place of business
that controls personal jurisdiction, plaintiff simply reports
that its principal place of business is in Massachusetts.
Dana Nichols (" Nichols" ) is the Administrator at
Medford. She resides in New Hampshire. Prior to her
employment at Medford, she was the Director of Nursing at
Lexington. Defendants suggest that she was also promoted to
Lead Director of Nursing and, most recently, to Administrator
2002, Nichols signed a Non-Solicitation and Confidentiality
Agreement (" the Agreement" ) that prohibited her
from 1) directly or indirectly employing or soliciting
Lexington's employees within 90 days preceding her
departure from Lexington and for one year thereafter and 2)
disclosing Lexington's confidential information and trade
secrets. On August 17, 2015, Nichols allegedly informed
Lexington that she intended to resign in order to pursue a
better opportunity elsewhere. Nichols resigned on September
Denise Belliveau (" Belliveau" ) is the Director of
Nursing at Medford. She resides in Massachusetts. Prior to
her employment at Medford, she was the Assistant Director of
Nursing at Lexington and reported directly to Nichols. On
August 28, 2015, Belliveau purportedly informed Lexington
that she intended to resign in order to spend more time with
her family at home. Belliveau resigned on September 25, 2015.
Jennifer Gorell is the Director of Admissions at Medford.
Before her employment at Medford, she was the Director of
Admissions at Lexington. On September 18, 2015, Gorell
allegedly informed Lexington that she intended to resign
because of health issues and because she had " too
much" work at Lexington. Gorell resigned on that same
The alleged conduct
asserts that Nichols violated her contractual obligations
when she 1) participated in soliciting and hiring Belliveau,
Gorell and other former Lexington employees to work at
Medford and 2) misappropriated Lexington's trade secret
and confidential information. Lexington contends that Nichols
did so despite its letter to her dated September 23, 2015
reminding her of, and demanding compliance with, her
post-employment obligations under the Agreement. Lexington
avers that it sent Medford a copy of that correspondence and
that Medford knew, or should have known, about Nichols's
non-solicitation and confidentiality obligations.
alleges that Medford, through its Chief Executive Officer
Bruce Bedard (" Bedard" ), 1) " knowingly
colluded" with Nichols to solicit Belliveau, Gorell and
other Lexington employees to become employed at Medford and
2) willfully and knowingly participated in the breach by
Nichols of her contractual obligations to Lexington.
declares that Belliveau, before her resignation, e-mailed
several of Lexington's forms and polices containing
confidential and trade secret information from her Lexington
e-mail address to her personal e-mail address and to
Nichols's Medford e-mail address.
further submits that Belliveau and Gorell "
concocted" false explanations for their resignations in
order to " hide Nichols's and Medford's improper
early October, 2015, Lexington filed this lawsuit asserting
that defendants unlawfully solicited its employees and
misappropriated its confidential and trade secret
information. Lexington claims that those actions constituted
1) a breach of contract by Nichols, 2) breaches of the
fiduciary duty of loyalty by Nichols and Belliveau, 3) aiding
and abetting the breaches of such duties by Medford, 4)
intentional interference by Medford with the contractual
relationship between Lexington and Nichols, 5)
misappropriation of confidential and trade secret information
by all defendants and 6) unfair and deceptive trade practices
by Medford in violation of M.G.L. c. 93A, § § 2 and
11 (" Chapter 93A" ). Lexington amended the
complaint shortly thereafter to name MRNC d/b/a Medford as an
mid-October, 2015, Lexington moved for a temporary
restraining order 1) to enjoin defendants from soliciting
Lexington employees, performing services for Medford and
using or disclosing Lexington's confidential or trade
secret information, 2) to require the immediate return of all
copies of such information and 3) to direct defendants to
provide an accounting of any materials that incorporate,
involve or rely on such information. Lexington also moved for
limited, expedited discovery of materials demonstrating that
defendants solicited its employees and misappropriated its
confidential and trade secret information.
Court convened a motion hearing in late October, 2015 and
authorized the parties to conduct limited discovery on the
narrow issue of whether defendants solicited Lexington
employees to work at Medford. It directed the parties to
submit supplementary memoranda after the conclusion of
limited discovery. It also ordered Belliveau to return to
plaintiff any Lexington materials that she had e-mailed to
herself. The Court then held under advisement the motion for
November, 2015, the parties stipulated to, and the Court
entered, 1) a protective order with respect to confidential
documents produced or obtained during the action and 2) a
" temporary order" a) prohibiting Nichols from
violating her contractual duties to Lexington, b) prohibiting
Belliveau, Gorell and any other former Lexington employees
from performing services for Medford, c) requiring Medford to
prevent Nichols and Gorell from violating their contractual
duties to Lexington on Medford's behalf and d) ensuring
that the parties continue their " good faith,
collaborative efforts" to return hardcopies of Lexington
documents to Lexington and to erase any electronic copies of
Lexington documents located on defendants' computers. The
stipulated " temporary order" was to remain in
effect until when and if one party moved for a hearing on the
pending motion for injunctive relief.
December, 2015, defendants, having retained new counsel,
moved for a hearing on injunctive relief. Lexington refiled
its motion for a temporary restraining order that
incorporated some of the information obtained from the
limited discovery. The Court held a motion hearing on January
14, 2016 and took the matter under advisement.
Plaintiff's motion for a TRO