United States District Court, D. Massachusetts
MEMORANDUM AND ORDER
J. CASPER UNITED STATES DISTRICT JUDGE.
Maine Pointe, LLC (“Maine Pointe”) has sued
Defendants Michael Collins (“Collins”) and MTC
International Consulting (collectively
“Defendants”) seeking damages and injunctive
relief in connection with Collins' allegedly improper
download of Maine Pointe's confidential information
immediately prior to his notice of resignation from Maine
Pointe. D. 1. Maine Pointe alleges violation of the Defend
Trade Secrets Act, 18 U.S.C. § 1836 (Count I),
misappropriation of trade secrets under the Massachusetts
Uniform Trade Secrets Act, Mass. Gen. L. c. 93, §§
42 et seq. or other Massachusetts law (Count II), breach of
contract (Count III), breach of the covenant of good faith
and fair dealing (Count IV) and violation of Mass. Gen. L. c.
93A, §§ 2, 11 (Count V). Id. Maine Pointe
has moved for a temporary restraining order and/or
preliminary injunction requiring that Defendants refrain from
using or disclosing Maine Pointe's proprietary
information, preserve all potentially relevant information
and return all relevant information to Maine Pointe. D. 3-4.
For the reasons discussed below, Maine Pointe's motions
for injunctive relief, D. 3- 4, are DENIED.
Standard of Review
relief “is an ‘extraordinary and drastic
remedy.'” Voice of the Arab World, Inc. v. MDTV
Med. News Now, Inc., 645 F.3d 26, 32 (1st Cir. 2011)
(quoting Munaf v. Geren, 553 U.S. 674, 689-90
(2008)). To obtain such relief, the Court must consider: (1)
the movant's likelihood of success on the merits; (2) the
likelihood of the movant suffering irreparable harm; (3) the
balance of equities; and (4) whether granting the injunction
is in the public interest. Corp. Techs., Inc. v.
Harnett 731 F.3d 6, 9 (1st Cir. 2013). The same four
factors apply to motions for temporary restraining orders and
for preliminary injunctions. Commerce Bank & Trust
Co. v. Prop. Adm'rs, Inc., 252 F.Supp.3d 14, 16 (D.
Mass. 2017). Plaintiffs “bear the burden of
establishing that these four factors weigh in [their]
favor.” Esso Standard Oil Co. (PR.) v.
Monroig-Zayas, 445 F.3d 13, 18 (1st Cir. 2006).
following facts are drawn from the complaint, D. 1, Maine
Pointe's motions for injunctive relief, D. 3-4,
Defendants' opposition, D. 17, and the parties'
Pointe is a global supply chain and operations firm. D. 1
¶ 11. Collins is an operational consultant. D. 17 at 1.
During his twenty-four years in the industry, Collins has
worked for worked for twenty-two consulting firms and dealt
directly with over ninety separate clients. D. 17 at 1-2; D.
18 ¶¶ 1, 4. Collins first worked for Maine Pointe
in 2014 as an employee. D. 17 at 2; D. 18 ¶ 7. His
initial employment with Maine Pointe terminated with his
resignation in 2014. D. 18 ¶ 9. On or about April 10,
2018, Maine Pointe engaged Collins again, this time through
his firm, MTC International Consulting, to perform analysis
services as an independent contractor, pursuant to a written
employment agreement (the “Agreement”). D. 1
¶ 13. The Agreement imposed various non-disclosure
obligations on Collins regarding Maine Pointe's
confidential information, including obligations triggered by
the termination of the Agreement. The Agreement contained a
section called “Non-Disclosure Obligations” that,
in part, prohibited Collins from using or attempting to use
confidential Maine Pointe information “in any manner
other than in connection with [his] engagement with [Maine
Pointe].” D. 6-1 ¶ 9(a). It also stated that upon
termination, Collins would be required to “promptly
return” all Maine Pointe property, including
correspondence, documents and memoranda, “and any
copies thereof” to Maine Pointe. D. 5 at 2-3; D. 6-1
conjunction with Collins' consulting work, Maine Pointe
gave him access to certain electronic folders from Maine
Pointe's file server, which is a cloud-based system
administered by Dropbox. D. 5 at 3; D. 7 ¶ 2. Maine
Pointe's Dropbox is password protected. D. 5 at 4; D. 7
¶ 5. Through his Dropbox account, Collins had access to
all of Maine Pointe's files for the client accounts on
which he worked, including raw data, spreadsheets, analyses,
presentations and memoranda. D. 5 at 3; D. 6 ¶¶
6-7. Collins also had access to some internal Maine Pointe
documents, including Maine Pointe's “Analysis
Playbook.” D. 5 at 3. The Analysis Playbook consists of
“training documents, sample data, and other documents
constituting a detailed roadmap of Maine Pointe's
proprietary analysis program.” D. 6 ¶ 7; D. 6-2.
Each page of the Analysis Playbook is labeled
“Confidential.” D. 5 at 4; D. 6 ¶ 8; D. 6-2.
Sunday, September 30, 2018 at 4:15 p.m., Collins logged onto
Maine Pointe's Dropbox site from his residence in
Florida. D. 5 at 5; D. 7 ¶ 5. During the next three
hours, he downloaded the contents of three Maine Pointe
folders onto his computer. D. 5 at 5; D. 7 ¶ 5. Two of
those folders contained client data and work pertaining to
those clients and the other contained Maine Pointe documents,
templates and presentations reflecting Maine Pointe's
analysis program, including the Analysis Playbook. D. 5 at 5;
D. 7 ¶ 5. At 8:15 p.m. that night, Collins
“unlinked” his personal computer from his Maine
Pointe Dropbox account. D. 5 at 5; D. 7 ¶ 7.
Maine Pointe revokes access to Dropbox for any user, the data
that has been synced to that user's computer will be
deleted. D. 7 ¶ 4. If a user “unlinks” his
or her Dropbox account and personal computer, however, Maine
Pointe is unable to delete information from the personal
computer or verify what data remains on that computer.
Id. ¶¶ 8-9. Maine Pointe's Senior
Director of Information Technology, Bryan Hallas, attests
that he disconnected all of Collins' access to Maine
Pointe computer systems, but due to Collins'
“unlinking” of his Dropbox account, Hallas is
unable to ensure destruction of Maine Pointe data on
Collins' computer. Id.
after his downloading, on Monday, October 1, 2018, Collins
emailed Stephen Ottley, Maine Pointe's Executive Vice
President of Analysis, informing the executive that he had
“made a personal decision to accept a full time
position” at another company and “[would] no
longer be available for contract work.” D. 5 at 4; D. 8
¶ 2; D. 8-1 at 2. The next day, Collins and Ottley spoke
on the phone. D. 5 at 4-5; D. 8 ¶ 4. Collins told Ottley
that he had received the job offer over the weekend, but did
not identify his new employer. D. 5 at 4-5; D. 8 ¶ 4.
Collins attested that his new employer does not work with any
customers with whom he had worked during his time at Maine
Pointe and that he had advised his new employer that he could
not work on future projects with such customers for six
months, D. 18 ¶ 32, in accordance with the
non-competition covenant of the Agreement, D. 6-1 ¶
October 4, 2018, Maine Pointe instituted this lawsuit. D. 1.
That day, Maine Pointe also moved for a preliminary
injunction and temporary restraining order. D. 3-4. On
October 18, 2018, the Court heard the parties on the pending
motions and took the matters under advisement. D. 22.
Likelihood of ...