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Maine Pointe, LLC v. Collins

United States District Court, D. Massachusetts

October 25, 2018

MAINE POINTE, LLC, Plaintiff,
v.
MICHAEL T. COLLINS and MTC INTERNATIONAL CONSULTING, Defendants.

          MEMORANDUM AND ORDER

          DENISE J. CASPER UNITED STATES DISTRICT JUDGE.

         I. Introduction

         Plaintiff 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.

         II. Standard of Review

         Injunctive 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).

         III. Factual Background

         The following facts are drawn from the complaint, D. 1, Maine Pointe's motions for injunctive relief, D. 3-4, [1] Defendants' opposition, D. 17, and the parties' supporting filings.

         Maine 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 ¶ 9(a).

         In 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.

         On 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.

         When 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.

         The day 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 ¶ 9(b).

         IV. Procedural History

         On 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.

         V. Discussion

         A. Likelihood of ...


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