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Inventiv Health Consulting, Inc. v. Equitas Life Sciences, LLC

United States District Court, D. Massachusetts

December 22, 2017

INVENTIV HEALTH CONSULTING, INC., Plaintiff,
v.
EQUITAS LIFE SCIENCES, ALAN D. FRENCH, PRIYA GOGIA, SUMMER ATKINSON, JASON DEBASITIS, and DENNIS MELETICHE, Defendants.

         MEMORANDUM AND ORDER RE: PLAINTIFF'S MOTION TO REMAND OR, ALTERNATIVELY, JURISDICTIONAL DISCOVERY (DOCKET ENTRY # 17); DEFENDANT'S MOTION TO DISMISS FOR FAILURE TO STATE A CLAIM (DOCKET ENTRY # 4); DEFENDANTS' MOTION TO TRANSFER VENUE (DOCKET ENTRY # 6)

          MARIANNE B. BOWLER, United States Magistrate Judge

         Pending before this court are cross motions by the parties, plaintiff inVentiv Health Consulting, Inc. (“plaintiff”) and defendants Equitas Life Sciences, LLC (“Equitas”), Alan D. French (“French”), Priya Gogia (“Gogia”), Summer Atkinson (“Atkinson”), Jason Debasitis (“Debasitis”), and Dennis Meletiche (“Meletiche”) (collectively, “defendants”). Plaintiff seeks to remand this action pursuant to 28 U.S.C. § 1447(c) or, alternatively, to conduct limited jurisdictional discovery. (Docket Entry # 17). Defendants oppose the motion to remand. (Docket Entry # 20). Meletiche filed a motion to dismiss under Fed.R.Civ.P. 12(b)(6) (“Rule 12(b)(6)”) (Docket Entry # 4) and French, Gogia, Atkinson, and Debasitis (collectively, “Former Employees”) as well as Equitas filed a motion to transfer venue pursuant to 28 U.S.C. § 1404(a). (Docket Entry # 6). After conducting a hearing on September 6, 2017, this court took the motions (Docket Entry ## 4, 6, 17) under advisement.

         PROCEDURAL HISTORY

         On March 2, 2017, plaintiff filed a complaint in Massachusetts Superior Court Department (Middlesex County) against the Former Employees, Equitas, and Meletiche. (Docket Entry # 1-1). Plaintiff alleges that defendants engaged in a civil conspiracy to form Equitas, a company that would compete with plaintiff, “secretly take inVentiv's clients, ” and “misappropriate [its] trade secrets.” (Docket Entry # 1-1).

         The complaint sets out the following claims: tortious interference with contractual relations against Equitas (Count I); tortious interference with contractual relations against French (Count II); tortious interference with advantageous business relations against all defendants (Count III); trade secret misappropriation under the common law and Massachusetts General Laws chapter 93, section 42 (“chapter 93”) against Equitas and the Former Employees (Count IV);[1] unfair or deceptive trade practices in violation of Massachusetts General Laws chapter 93A, section 11 (“chapter 93A”), against Equitas and the Former Employees (Count V);[2] and civil conspiracy against all defendants (Count VI).[3] (Docket Entry # 1-1).

         On March 13, 2017, defendants removed this action on the basis of diversity jurisdiction pursuant to 28 U.S.C. §§ 1332, 1441, and 1446. (Docket Entry # 1). Debasitis and Meletiche, however, defeat diversity jurisdiction because, as Massachusetts residents, they are citizens of Massachusetts. See 28 U.S.C. § 1441(b)(2). Defendants therefore contend that plaintiff fraudulently joined Debasitis and Meletiche and diversity jurisdiction is therefore proper. (Docket Entry # 1). Plaintiff moves to remand this action on the basis that defendants fail to demonstrate fraudulent joinder. (Docket Entry # 17).

         FACTUAL BACKGROUND

         Plaintiff is incorporated in North Carolina with a principal place of business in Raleigh, North Carolina. (Docket Entry # 1-1). Equitas is a Delaware limited liability company with a principal place of business in Cambridge, Massachusetts. (Docket Entry # 1-1). Defendants assert that Equitas' members are not citizens of Massachusetts.[4]

         Plaintiff provides “strategic management consulting services to biopharmaceutical and medical technology companies.” (Docket Entry # 1-1). Plaintiff's clients are pharmaceutical and/or biotechnology companies, medical device companies, and diagnostics companies in North America, Europe, and Japan. (Docket Entry # 1-1). Plaintiff's consulting services include:

[N]ew product planning for development-stage assets, launch planning for assets in the critical product launch window, strategy development and tactical solutions for in-line products, portfolio strategy, and organizational development.

(Docket Entry # 1-1). Plaintiff also helps clients develop commercialization strategies and market development plans for new products. (Docket Entry # 1-1). Over 85% of plaintiff's business consists of repeat clients. (Docket Entry # 1-1). Plaintiff's employees bear responsibility for developing and maintaining relationships with its clients. (Docket Entry # 1-1). Plaintiff invested “considerable amounts of time, money and effort” to maintain and develop goodwill with its clients. (Docket Entry # 1-1).

         According to the complaint, throughout the course of its business, plaintiff “developed, accumulated, maintained, and refined trade secrets and other confidential and proprietary information” at “great expense.” (Docket Entry # 1-1). Such trade secrets and information include:

[B]usiness plans, account plans, business policies, client proposals, client deliverables, financial plans and forecasts, research, pricing information, business forecasts, product information, expert data and reports, business strategies, statements of work, market access strategies, value propositions, client and prospect lists and information, client usage, data sources, industry and company analyses, market information and analysis, methodologies, templates, techniques, and other information relating to inVentiv, its clients, and its contractors . . ..

(Docket Entry # 1-1). Plaintiff protects its trade secrets and confidential and proprietary information on secure, password-protected computer systems. (Docket Entry # 1-1). Plaintiff terminates its employees' access to such systems “immediately upon termination of employment” and requires the employees to return company property and information upon termination. (Docket Entry # 1-1). Plaintiff also requires employees to sign an employment agreement, which includes covenants regarding confidentiality, noncompete, and/or nonsolicitation. (Docket Entry # 1-1). The confidentiality covenants specifically restrict former employees from disclosing plaintiff's confidential information. (Docket Entry # 1-1). Debasitis' employment agreement contained a forum selection clause that states:

This Agreement shall be subject to and governed by the laws of the State of North Carolina, without regard to the conflicts of law rules of such states. All disputes pertaining to this Agreement shall be decided exclusively by a state or federal court located in Wake County, North Carolina, and Employee hereby consents to personal jurisdiction of such courts.

(Docket Entry # 1-1, Ex. A).

         French formerly served as a managing director for plaintiff. (Docket Entry # 1-1). In this role, French supervised a number of plaintiff's employees, including other Former Employees. (Docket Entry # 1-1). While employed by plaintiff, each of the Former Employees signed an employment agreement, which included restrictive covenants regarding the “confidentiality and protection of inVentiv's information, ” customer relationships, and goodwill. (Docket Entry # 1-1, Ex. A). The employment agreements also contained noncompete covenants, which prohibited the Former Employees from “competing against inVentiv for at least one year” following termination of employment. (Docket Entry # 1-1). The confidentially restriction prohibited the Former Employees from disclosing confidential information belonging to plaintiff, or “using such information on behalf of anyone other than inVentiv.” (Docket Entry # 1-1).

         From 2013 to 2016, French served as the primary point of contact for two of plaintiff's clients (“the Clients”), with whom plaintiff had relationships prior to French's involvement. (Docket Entry # 1-1). The Clients generated “several million dollars” in revenue for plaintiff between 2013 and 2016. (Docket Entry # 1-1). One of the Clients, “Client A, ” was plaintiff's second largest client in terms of annual revenue and, from 2014 to 2015, plaintiff's revenue from Client A significantly increased. (Docket Entry # 1-1). While employed by plaintiff, French worked on a specific project for Client A called “Project One.”

         Meletiche was employed by Client A during the time that Client A was plaintiff's client. (Docket Entry # 1-1). In or around “the summer of 2014, ” French informed plaintiff's employee, Keith Kelly (“Kelly”), about a discussion or discussions with Meletiche concerning the formation of a new health economics and outcomes research company. (Docket Entry # 18-2). According to Kelly's affidavit, a health economics and outcomes research company provides companies in pharmaceutical and biotech industries with information needed to “demonstrate the value of their innovations to providers, healthcare decision makers, payers, and ultimately, stakeholders.”[5] (Docket Entry # 18-2). Kelly told French that he was not interested in joining a new company, but would speak with Meletiche about the opportunity as a courtesy. (Docket Entry # 18-2). Kelly subsequently spoke to both Meletiche and French, at which time Meletiche asked Kelly if he would be interested in joining Meletiche to start a health economics and outcomes research company. (Docket Entry # 18-2). Kelly declined Meletiche's offer. (Docket Entry # 18-2).

         French and Meletiche incorporated Equitas more than a year later on November 3, 2015, at which time French was still employed by plaintiff. (Docket Entry # 1-1). French requested to work part time for plaintiff in November 2015, citing his desire to “devote more time to completing his doctorate.” (Docket Entry # 1-1). Plaintiff approved French's request, after which French began working part time in or around February 2016. (Docket Entry # ...


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