United States District Court, D. Massachusetts
MEMORANDUM & ORDER
Nathaniel M. Gorton United States District Judge
case arises from an employment dispute between Athenahealth,
Inc. (“Athena” or “plaintiff”) and
its former employee, Lauren May (“May” or
“defendant”) in which Athena alleges that May
failed to return, upon her termination, a laptop computer
provided to her by Athena for her work.
moves to dismiss Athena's claims against her for lack of
subject matter jurisdiction and for failure to state a claim
upon which relief can be granted. For the reasons that
follow, defendant's motion will be denied.
a Delaware corporation with its principle place of business
in Watertown, Massachusetts, is a nationwide provider of
web-based healthcare management services. To meet client
needs as well as to find new clients, Athena invests in
acquiring and maintaining a significant amount of information
about former, current and prospective clients.
began working for Athena in or about November, 2011 at the
Watertown, Massachusetts office. She later transferred to
Athena's Princeton, New Jersey office on an unspecified
date. Sometime thereafter May began working remotely from her
home in New Jersey but, in or about June, 2016, the
employment relationship was terminated.
1 of an employment agreement entered into by May and Athena
(“the Agreement”) when she began working for
Athena, provides that May “will immediately return to
Athena all [documents, data, property and confidential
information]” upon request or termination.
to the pending motion, Sections 8 and 10 of the Agreement
relate to dispute resolution. Specifically, in Section 8 of
the Agreement, Athena reserved the right to pursue equitable
relief, “in addition to any other rights and remedies
it may have” in court. Section 10, meanwhile, provides
[except under] Section 8, any dispute . . . concerning
Employee's employment with or separation from Athena will
be referred to mediation . . . . [before being] brought in a
court of competent jurisdiction in the state in which the
office to which Employee reports is located.
termination, May failed to return a laptop computer that
Athena provided her for work. Moreover, she allegedly
downloaded Athena's confidential information and sent it
to her personal e-mail account shortly before the end of her
employment. Athena alleges that these actions constitute 1) a
violation of the Defend Trade Secrets Act
(“DTSA”), 18 U.S.C. § 1836 (Count I), 2)
breaches of contract and the implied covenant of good faith
and fair dealing (Counts II and III, respectively), 3)
misappropriation (Counts IV and V), 4) breach of fiduciary
duty (Count VI) and 5) conversion (Count VII).
filed its complaint against May in August, 2016. The
following day, it moved for an emergency temporary
restraining order (“TRO”) requesting that May be
required to return the laptop she had kept. A TRO was entered
by United States District Judge F. Dennis Saylor IV on
September 2, 2016, directing May to return the subject
computer or otherwise retain custody but refrain from using
it. The computer was purportedly then transferred to the
custody of May's attorney.
was extended by United States District Judge Indira Talwani
until this session issued a preliminary injunction directing
May to return the computer. On November 2, 2016, Athena filed
a motion to find May in contempt for failure to return the
computer in violation of the preliminary injunction. This
session allowed that motion, in part, but denied it as moot
the following day because May had apparently complied with
the terms of the injunction.
January 6, 2017, May filed a motion to dismiss the case for
lack of subject matter jurisdiction and failure to state a
claim upon which relief can be granted. That motion is the
subject of this memorandum.