Aon PLC v. Infinite Equity, Inc.

AON PLC, AON GROUP, INC., and AON CONSULTING, INC., Plaintiffs, v. INFINITE EQUITY, INC., TERRY ADAMSON, JON BURG, DANIEL COLEMAN, and ELIZABETH, STOUDT, Defendants.

No. 19 C 7504

United States District Court, N.D. Illinois, Eastern Division

September 15, 2021

MEMORANDUM OPINION AND ORDER

Sunil R. Harjani United States Magistrate Judge

In this action, Plaintiffs Aon PLC, Aon Group, Inc, and Aon Consulting, Inc. (collectively, “Aon”) sued six former employees of their Equity Services Group (Terry Adamson, Jon Burg, Daniel Coleman, Elizabeth Stoudt, Tyler Evans, and Christopher DiDomenico) and Infinite Equity, Inc. (“Infinite”), a rival company co-founded by Burg Coleman, and Stoudt, for allegedly misappropriating certain trade secrets and poaching Aon employees and clients. Aon moves for a preliminary injunction which would restrain Defendants from selling its My Performance Awards (“MPA”) product, soliciting or servicing clients with whom Defendants Burg, Coleman, and Stoudt worked at Aon in the two years prior to their departures, and soliciting or hiring any further employees from Aon's Equity Services Group pending the conclusion of this litigation. Also before the Court is Defendants' motion to strike [220]. The parties consented to this Court's jurisdiction for the limited purpose of resolving Aon's preliminary injunction motion. Docs. 178, 249-50. For the following reasons, Aon's motion for preliminary injunction [176, 194] is granted in part and denied in part and the Court will enter the terms of the injunction and bond in a separate document consistent with the analysis set forth herein. Defendants' motion to strike [220] is denied, and Defendants' motion for leave to re-file two briefs in excess of their respective page limits [264] is granted.

I. Factual Background

The parties vigorously dispute many of the facts giving rise to this lawsuit. Aon presents a version in which a “massive corporate raid was, and remains, a foot.” Pls' Prelim. Inj. Memo., Doc. 177 at 7. Aon claims that Burg, Coleman, and Stoudt (collectively, the “individual Defendants”), the “Equity Services Group leaders, whom Aon generously compensated and trusted to act in Aon's best interests, instead plotted to gut the business, and take some of its most valuable employees, clients, and trade secrets, and continue to benefit from same at the expense of Aon's protectable interests.” Id.

Defendants on the other hand, assert that this “is a case of a multibillion-dollar conglomerate trying to take out a ten-person start-up to nip potential competition in the bud.” Defs' Resp., Doc. 270 at 11. Defendants allege that when “each of the [individual] Defendants respectively left Aon, after giving transparent and advance notice, and working hard to transition clients and duties, they of course took nothing, and, on advice of counsel, and prior to starting with Infinite Equity, they searched for (and made sure to delete) any Aon information they inadvertently had in their possession by way of their duties for Aon.” Id. at 25. Defendants also allege that they developed Infinite's MPA software program from scratch. Id. at 26. Finally, Defendants claim that the former Aon Equity Services Group employees who now work for Infinite made unsolicited decisions regarding whether they would stay at Aon or leave for other employment. Id. at 22.

At this stage, the following facts are drawn from the First Amended Verified Complaint (“FAC”)^[1] and the parties' preliminary injunction briefs and exhibits.^[2] The Court's findings are preliminary and limited only to the current record; they do not bind the district court and are subject to change after a full evidentiary record is presented following discovery. Moss Holding Co. v. Fuller, 2020 WL 1081730, at *1 (N.D. Ill. March 6, 2020).

Aon describes itself as the “leading provider of state-of-the-art products and services to help companies with employees around the world effectively use equity compensation.” FAC, ¶ 2. Equity compensation is “non-cash pay that is offered to employees, ” which “allows the employees of the firm to share in the profits via appreciation.” Will Kenton, Equity Compensation, Investopedia (January 23, 2021), https://investopedia.com/terms/e/equity-compensation.asp (last visited September 15, 2021). Aon offers equity valuation services, design of long-term incentive based programs and employee stock purchase plans, and tools to track equity compensation metrics, like its PeerTracker (“PT”) program. FAC, ¶ 21.

Burg joined Aon in January 2009. FAC, ¶ 50. At the time of his resignation on May 29, 2019, Burg was a Partner and practice leader of Aon's Equity Services Group. Id., ¶¶ 3, 23. Stoudt joined Aon Equity Services in 2005, and Coleman started with Aon in 2014. Id., ¶¶ 58, 65. Until June 7, 2019 and June 10, 2019, respectively, Stoudt and Coleman were Associate Partners and the Philadelphia and Central practice leaders for Aon Equity Services. Id., ¶¶ 3, 24, 25. Evans worked for Aon from 2010 until March 19, 2019. Id., ¶¶ 26, 73. At the time of his departure, Evans was a Senior Developer in Aon Equity Services and led the software development team. Id., ¶ 26; Evans Dep., 38:5-9. DiDomenico started with Aon in early 2015. FAC, ¶ 93. Until April 19, 2019, DiDomenico was a developer in Aon Equity Services. Id., ¶ 27.^[3]

In their positions at Aon, Burg, Coleman, Stoudt, Evans, and DiDomenico received, cumulatively, decades of training, support, development, client introductions, exposure to confidential, proprietary and trade secret information, and lucrative opportunities from Aon. FAC, ¶¶ 4, 55-57, 62-64, 70-72, 80, 82, 96, 98. Aon takes several steps to maintain the secrecy of its confidential, proprietary and trade secret information, including: (1) requiring employees who have access to such information to sign confidentiality agreements, (2) promulgating confidentiality and information security policies, (3) limiting disclosure and distribution of such information to only a small number of employees on a need to know basis, and/or (4) requiring that such information be saved on password protected networks or servers. Id., ¶¶ 74, 89, 92, 94, 101, 114-119, 210; Kapinos Decl., ¶¶ 4-7.

Over the years, Burg, Coleman, Stoudt, Evans, and DiDomenico were involved in overseeing, formulating, and developing Aon's PT software program. FAC, ¶ 4; Evans Dep., 45:3-46:24, 50:9-51:3, 51:19-52:17, 53:22-54:11; DiDomenico Dep., 16:13-16, 33:7-34:9. PT is a web-based application that tracks the performance of equity for clients. FAC, ¶ 83. Aon alleges that PT “is unique to the industry, differentiating Aon from its competitors.” Id., ¶¶ 4, 88. Aon first developed PT in 2007 and has spent years and millions of dollars to refine and update its PT program. FAC, ¶¶ 4, 86; Goings Reply Decl., ¶ 2. Only Aon's developers have access to the source code to PT, including Evans and DiDomenico, who now work for Infinite. FAC, ¶ 87.

During his employment, Coleman entered into a Restricted Stock Unit (“RSU”) Agreement with Aon. FAC, ¶ 104, Ex. E.^[4] In the RSU Agreement, Coleman agreed, among other things, that during the course of his Aon employment, and for two years thereafter, he will not “directly or indirectly, call upon, solicit, accept, engage in, service, or perform, other than on behalf of Aon, any business of the same type or kind as that performed by Aon” from or with respect to a subset of Aon clients.^[5] Id., ¶ 108, Ex. E, § 9(b). Coleman also agreed that during and for two years after his employment, he would not “directly or indirectly” solicit or induce, or cause another person to solicit or induce, any Aon employee to leave Aon. Id., ¶ 109, Ex. E, § 9(c).

By October 2018 and while still working for Aon, the individual Defendants had begun planning the creation of their own equity services company, Infinite Equity, Inc. On October 17, 2018, Evans created the infiniteequitycs.com domain, created an Infinite email address for DiDomenico, and set DiDomenico up with an administrative account for Infinite with Amazon Web Services. Pls' Prelim. Inj. Memo., Exs. N, O. Later that month, Evans and DiDomenico exchanged text messages about leaving Aon. Id., Ex. T. They discussed “not everyone is going at the same time” and “not everyone knows about it.” Id. at 58936 & 58937.

While at an Aon leadership year end planning meeting for the Equity Services Group in November 2018, Burg, Coleman, Stoudt, Adamson, and Kapinos met to discuss leaving Aon and forming a competing company, among other options. Burg Dep., 260:19-261:25; Stoudt Dep., 92:16-95:19, 104:9-107:5; Kapinos Dep., 29:11-30:21. In discovery, Defendants produced pictures of a whiteboard with notes from the meeting. Pls' Prelim. Inj. Memo., Ex. V. The whiteboard pictures contain a logo for “Infinite Equity” and lists Aon employees Evans, Deidre Salisbury, Carly Sanfilipo, CJ Van Ostenbridge, and Ben Allen-all of whom they “wanted to continue working together as a group.” Id.; Burg Dep., 275:8-14. Beginning in December 2018 and continuing until the third week of May 2019, Burg, Coleman, Stoudt, and Evans held weekly planning calls to discuss Infinite. Pls' Prelim. Inj. Memo., Exs. W, YYY, Answer to Interr. No. 1. As of January 2019, Evans was designing a logo for Infinite and a framework for Infinite's website was also created. Pls' Prelim. Inj. Memo., Exs. X, Z, AA.

On April 24, 2019, Coleman gave notice of his resignation from Aon. FAC, ¶ 149. In the weeks leading up to his notice of resignation, Coleman forwarded emails from his Aon email address to his personal email address, attaching models that Aon used to project stock prices for clients. Id. ¶ 8; Coleman Dep. 260:13-261:21, 270:8-272:3, Exs. 24, 25; Kapinos Dep., 290:8-20; Kapinos ...