United States District Court, D. Massachusetts
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
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
“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.
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).
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); 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); and civil conspiracy against all
defendants (Count VI). (Docket Entry # 1-1).
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).
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.
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).
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).
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 #
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.”
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.” (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).
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 # ...