Superior Court of Massachusetts, Suffolk, Business Litigation Session
MEMORANDUM AND ORDER ALLOWING MOTION TO DISMISS
CLAIMS AGAINST DEFENDANTS CEKALA, WILSON, AND MILLER
Kenneth W. Salinger, Justice of the Superior Court.
Gillette Company is unhappy that one of its former in-house
patent lawyers, Chester Cekala, is now working for a
competitor. The original complaint alleged that four other
Gillette employees went to work for ShaveLogic, Inc., and
took with them trade secrets or other confidential
information belonging to Gillette. Gillette has amended its
complaint to add claims that (i) Cekala is breaching his
ongoing fiduciary duties to his former client by helping
ShaveLogic compete with Gillette,  (ii) ShaveLogic's
chief executive officer (Robert Wilson) and president
(Duwayne Miller), together with several other defendants,
have aided and abetted Cekala in breaching his fiduciary duty
to Gillette, and (iii) all of the Defendants have conspired
to help Cekala breach his fiduciary duties to Gillette.
Cekala, Wilson, and Miller now move to dismiss all claims
Court concludes that the first amended complaint does not
state a viable claim for breach of fiduciary duty against
Cekala. It is perfectly lawful for Gillette's former
patent attorney to help a competitor avoid infringing
Gillette patents, so long as he does not disclose or use any
confidential information obtained from Gillette. The facts
alleged by Gillette do not plausibly suggest that Cekala
misused any confidential information belonging to Gillette or
that Cekala's work for ShaveLogic is otherwise "
substantially related" to anything he did for Gillette
within the meaning of Mass. R. Prof. Conduct 1.9.
the alleged breach of fiduciary duty is a necessary element
of the aiding and abetting claim and so much of the
conspiracy claim alleging that other defendants conspired
with Cekala in breaching his fiduciary duty, those claims
must also be dismissed. The Court will therefore ALLOW the
motion to dismiss.
Factual Allegations and Legal Claims
first amended complaint that Gillette filed in January 2016
alleges the following facts and makes the following claims
with respect to the issues raised in the pending motion to
worked as a patent lawyer for Gillette from 1987 to 1990 and
again from 1992 through May 2006. While he represented
Gillette as its lawyer, Cekala " had access to
privileged communications and information" regarding
Gillette's patents and technologies. Cekala also
developed " detailed knowledge" of Gillette's
patents and related licensing agreements while he was
employed by Gillette.
competes with Gillette in the market for wet shaving
products. Cekala started working for ShaveLogic on patent
matters in June 2012. He became employed by ShaveLogic as its
general counsel in April 2013. Cekala still holds that
position today. ShaveLogic has told its investors and
prospective business partners that Cekala's "
intimate knowledge of Gillette's intellectual property
portfolio and patent strategy" gives ShaveLogic " a
competitive edge in the market." ShaveLogic hired Cekala
" to provide freedom to operate opinions respecting
Gillette patents, including patents whose prosecution he
oversaw, and to identify potential voids in Gillette's
patent portfolio." While employed by ShaveLogic, Cekala
has also provided similar assistance to other companies that
compete with Gillette.
claims that Cekala has represented ShaveLogic in matters that
are substantially related to those in which he previously
represented Gillette, that Cekala has done so without
Gillette's consent, and that as a result Cekala has
breached his continuing fiduciary duty to Gillette. Gillette
further claims that ShaveLogic and its chief executive
officer Robert Wilson, its president Duwayne Miller, and its
employees John Griffin and William Tucker have all aided and
abetted Cekala in breaching his fiduciary duty to Gillette.
Finally, Gillette claims that all of the Defendants have
conspired " to cause Cekala to breach his fiduciary duty
survive a motion to dismiss under Mass.R.Civ.P. 12(b)(6), a
complaint must allege facts that, if true, would "
plausibly suggest[ ] an entitlement to relief."
Lopez v. Commonwealth, 463 Mass. 696, 701, 978
N.E.2d 67 (2012), quoting Iannacchino v. Ford Motor
Co., 451 Mass. 623, 636, 888 N.E.2d 879 (2008), and
Bell A. Corp. v. Twombly, 550 U.S. 544, 557, 127
S.Ct. 1955, 167 L.Ed.2d 929 (2007). For the purpose of
deciding Thornton's motion to dismiss Fritz's
complaint, the Court must assume that the factual allegations
in the complaint and any reasonable inferences that may be
drawn from the facts alleged are true. See Golchin v.
Liberty Mut. Ins. Co., 460 Mass. 222, 223, 950 N.E.2d
853 (2011). In so doing, however, it must " look beyond
the conclusory allegations in the complaint and focus on
whether the factual allegations plausibly suggest an
entitlement to relief." Maling v. Finnegan,
Henderson, Farabow, Garrett & Dunner, LLP, 473 Mass.
336, 339 (2015), quoting Curtis v. Herb Chambers I-95,
Inc., 458 Mass. 674, 676, 940 N.E.2d 413 (2011).
Scope of Fiduciary Duty
owes a continuing fiduciary duty to Gillette even though he
stopped representing Gillette in patent matters ten years
ago. However, the scope of Cekala's fiduciary duty to
Gillette today is narrower than the broad duty of undivided
loyalty that Cekala ...