CellMark, Inc. v. Robert Webster, et al.

Summary

The opinion addresses cross-motions for summary judgment in CellMark, Inc.'s action against Robert Webster, Fortex Americas, LLC, Dinah Bowman, and Göran Sohl involving restrictive covenants, fiduciary duties, tortious interference, trade secrets, fraud, and civil conspiracy. The court denies the parties' offensive summary-judgment motions and allows CellMark's claims against the defendants, other than specified claims dismissed on summary judgment, to proceed to trial. The court also allows Webster's tortious-interference counterclaim to proceed but grants CellMark summary judgment on Webster's breach-of-contract, wage-and-hour, and defamation-per-se counterclaims.

Holdings

1. A salesman may owe fiduciary duties when the specific circumstances of employment establish trust, confidence, access to confidential information, and authority to act for the employer. The undisputed facts established as a matter of law that Webster was a fiduciary of CellMark.
2. Neither CellMark nor Webster was entitled to summary judgment on CellMark's breach-of-fiduciary-duty and restrictive-covenant claims because genuine disputes existed concerning whether Webster's conduct breached his duties and agreements.
3. Fortex, Sohl, and Bowman were entitled to summary judgment on the aiding-and-abetting-breach-of-fiduciary-duty claim because CellMark presented no evidence that they had actual knowledge that Webster was breaching fiduciary duties.
4. Summary judgment was denied on CellMark's tortious-interference claims against Fortex, Sohl, and Bowman because genuine disputes existed regarding their knowledge of Webster's restrictive covenants, intent, breach, and justification.
5. Fortex and Bowman were entitled to summary judgment on CellMark's fraud claim because CellMark offered no evidence that Bowman knowingly or recklessly made a false statement intending to induce reliance, and the alleged injury was speculative.
6. CellMark's Kentucky and federal trade-secrets claims could proceed to trial based on alleged misappropriation of margins, proprietary pricing information, and other qualifying confidential information, but not based on supplier identities, customer contact information, simple pricing information, or inventory levels.
7. CellMark's civil-conspiracy claim survived summary judgment because at least one substantive claim against each defendant also survived.
8. CellMark was entitled to summary judgment on Webster's breach-of-contract counterclaim because the Employment Agreement made Webster eligible, but not entitled, to performance bonuses and left allocation and distribution to CellMark's discretion.
9. CellMark was entitled to summary judgment on Webster's wage-and-hour counterclaim because the discretionary bonuses were not wages due under the agreement.
10. CellMark was entitled to summary judgment on Webster's defamation-per-se counterclaim because the statement that CellMark was uncomfortable with the margins its former employee was receiving did not, as a matter of law, impugn Webster's professional competence or expose him to hatred, ridicule, contempt, or disgrace.
11. Neither party was entitled to summary judgment on Webster's tortious-interference counterclaim because genuine disputes existed concerning CellMark's intent and motive in sending DRC the letter objecting to Webster's employment.

Questions Presented

1. Whether summary judgment was appropriate on CellMark's breach-of-fiduciary-duty and restrictive-covenant claims against Webster.
2. Whether the Fortex defendants were entitled to summary judgment on aiding and abetting breach of fiduciary duty, tortious interference with contractual relations, and fraud claims.
3. Whether CellMark's Kentucky and federal trade-secrets claims and civil-conspiracy claim presented genuine disputes for trial.
4. Whether CellMark was entitled to summary judgment on Webster's breach-of-contract, wage-and-hour, and defamation-per-se counterclaims.
5. Whether either party was entitled to summary judgment on Webster's tortious-interference-with-prospective-business-advantage counterclaim.
6. Whether the challenged declarations and exhibits could be considered at summary judgment.

Disposition

other