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, ELIZABETH STOUDT, TYLER EVANS, and CHRISTOPHER DIDOMENICO, Defendants.

No. 19-cv-07504

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

September 3, 2021

MEMORANDUM OPINION AND ORDER

JOHN F. KNESS UNITED STATES DISTRICT JUDGE

This case concerns the fallout from the 2019 resignations of several high-level employees who worked for Plaintiff Aon's Equity Services Group (“ESG”). ESG's bread and butter is a web-based application called PeerTracker that Aon markets and sells to clients to help them track executive compensation. Beginning in 2018 several partners in ESG (including Defendants Terry Adamson Jon Burg, Daniel Coleman, and Elizabeth Stoudt) began to discuss leaving Aon to form a new competing company that would market and sell its own software akin to PeerTracker. They jumped ship the next year to form a new company: Defendant Infinite Equity. At the new rival company, these former Aon partners (with the aid of Defendants Tyler Evans and Christopher DiDomenico-two erstwhile Aon developers who had access to the PeerTracker code) developed MyPerformanceAwards, a direct competitor to Aon's PeerTracker. Burg, Coleman, and Stoudt then began soliciting Aon's clients to leave Aon and shift their business to Infinite Equity.

Aon sued its former employees and Infinite Equity and alleges, in general, that Defendants (1) misappropriated its trade secrets (namely the code for PeerTracker, as well as other confidential documents and models) and (2) solicited its employees and clients, in violation of various contractual and fiduciary duties, to leave Aon and join Infinite Equity. Now before the Court are numerous motions to dismiss: the combined motion to dismiss under Rule 12(b)(6) by Defendants Coleman, Evans, Stoudt, and Infinite Equity (Dkt. 111); a separate combined motion to dismiss under Rule 12(b)(2) by Infinite Equity, Stoudt, and Evans (Dkt. 115) and additional motions to dismiss by individual defendants Adamson (Dkt. 108), Burg (Dkt. 113), and DiDomenico (Dkt 181). After voluminous briefing and a two-day evidentiary hearing to resolve questions of fact related to jurisdiction, the motions are now ready for resolution.

For the reasons discussed below, DiDomenico's motion to dismiss (Dkt. 181) is granted. The motion to dismiss under Rule 12(b)(2) by Infinite Equity, Stoudt, and Evans (Dkt. 115) is granted as to Evans but denied as to Infinite Equity and Stoudt. The remaining motions to dismiss (Dkts. 108, 111, 113) are granted in part and denied in part.^[1]

I. BACKGROUND

A. The Parties

1. Plaintiff Aon

Plaintiffs Aon Group, Inc. and Aon Consulting, Inc. (collectively, “Aon”) are headquartered in Chicago, Illinois.^[2] (First Amended Complaint (“FAC”), Dkt. 106 ¶ 20; Transcript of 1/19/2021 and 2/10/2021 Evidentiary Hearing (“Tr.”), Dkts. 315, 316 at 157:14-23, 184:5-11.^[3]) 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.) One division of Aon is the Equity Services Group (“ESG”), which offers “valuation services, design of long-term incentive based programs and employee stock purchase plans, and proprietary tools to track equity compensation metrics.” (Id. ¶ 21.) Among these proprietary tools is PeerTracker, a “web-based application that tracks the performance of equity for clients.” (Id. ¶ 83.) Before Defendants' departure from Aon, ESG had about 40 clients based in Illinois. (Tr. 61:23-62:11.) Among those Illinois clients were Company A^[4](Plaintiffs' Hearing Exhibits (“Pl. Exs.”) 7, 76; Tr. 73:14-75:7; 199:1-14; 203:7-19; 280:25-281:6; 403:11-13); Company B (Pl. Ex. 13; Tr. 69:25-72:11; 117:17-118:2; 194:16-196:2; 198:9-11; 306:9-10; 402:13-21); Company C (Pl. Exs. 9, 18, 42; Tr. 75:15-79:2, 207:17-208:3); Company D (Tr. 80:17-22; 220:21-23; 573:10-11); and Company E (Id. 81:8-10; 573:12-13).

2. Individual Defendants

Defendant Terry Adamson is a Pennsylvania resident who joined Aon in 1995. (FAC ¶ 40.) Adamson was a partner in ESG and was eventually promoted to Global Practice Group Leader. (Id. ¶¶ 3, 41.) In that role, he was responsible for overseeing Aon's entire Equity Services division, and all employees in that division reported to him. (Id.) Adamson left Aon in May 2019. (Id. ¶ 45.)

Defendant Jon Burg is a California resident who began work for Aon as a “Vice President - Consulting” in January 2009. (Id. ¶ 51.) Burg was eventually promoted to Partner and practice leader of ESG. (Id.) While at Aon, Burg was responsible for at least five clients headquartered in Illinois. (Id. ¶ 53.) Burg's last day at Aon was May 29, 2019. (Id. ¶ 148.)

Defendant Daniel Coleman is a citizen of Illinois and was an Associate Partner in ESG until his departure from Aon on June 10, 2019. (Id. ¶ 24.) At the time he left Aon, Coleman was responsible for at least 17 clients headquartered in Illinois. (Id. ¶ 61.) Coleman had access to Aon's trade secret information, including PeerTracker and “highly proprietary” modeling tools Aon used to project stock prices for clients. (Id. ¶ 64.)

Defendant Elizabeth Stoudt joined ESG in 2005 as an Associate Partner. (Id. ¶ 65.) At the time of her departure in June 2019, she was the Philadelphia Market Leader, where she was responsible for business development, managing client relationships, and mentoring other employees. (Id. ¶¶ 25, 66, 159.) In that role, Stoudt was responsible for developing and maintaining personal contacts and relationships with Aon's clients, including three clients based in Illinois. (Id. ¶¶ 67-68.) While at Aon, Stoudt was also provided access to Aon's confidential and trade secret information. (Id. ¶ 72.)

Defendants Christopher DiDomenico and Tyler Evans are Pennsylvania residents who worked at Aon as developers until their departure in April 2019. (Id. ¶¶ 27, 73, 82, 142.) As developers, Evans and DiDomenico were among the few Aon employees with access to the PeerTracker code. (Id. ¶¶ 84, 99, 142.)

B. Planning a Rival Company

As early as January 2018, Adamson and Burg met to discuss forming a new “equity company” that would compete against Aon. (Id. ¶ 122.) The talks expanded by July 2018 to include Coleman and Stoudt. (Id. ¶ 125.) Evans also participated in these early meetings, and at one point stated that he could “print” the code for PeerTracker for use at the new company. (Id. ¶ 126.) Around this same time, Adamson and Burg approached Aon employee Daniel Kapinos about leaving Aon. (Id. ¶ 128.) Burg, Coleman, and Stoudt also eventually solicited Ben Allen, a Senior Consultant at Aon, to leave and join them at the new venture. (Id. ¶¶ 36, 158.)

In November 2018, Adamson, Burg, Coleman, and Stoudt attended an ESG leadership meeting in Chicago. (Id. ¶ 127; Tr. 546:10-14.) Following the official ESG meeting, the small group met after hours in the same conference room to discuss forming their competing equity services business. (Tr. 101:20-22; 173:3-19; 390:25-391:8; 465:10-14; 550:5-7.) Specifically, the group discussed (1) the new company's infrastructure and applications; (2) PeerTracker; (3) the current Aon employees they would seek to take with them, and (4) the salaries required for those employees. (Pl. Ex. 10; Tr. 31:3-32:1; 32:17-20; 33:14-35:24; 40:5-8; 44:12-45:7; 50:1-15; 175:21-23; 388:10-389:3; 393:9-394:13; 395:9-18; 551:24-553:3; 553:4-10.)

The plans for that meeting were memorialized on a whiteboard that included the names of the Aon employees who might be involved in the new company, legal issues that would need to be addressed, and the name for the new enterprise: Infinite Equity.

(IMAGE OMITTED)

(Pl. Ex. 10.) Stoudt photographed the whiteboard and sent the photograph via email to Burg, Coleman, and Kapinos on December 13, 2018. (Id.)

A few days after Stoudt sent Burg the image of the whiteboard, Burg sent a meeting invitation to seven Aon employees for “IES Planning #1.”^[5] (Pls. Exs. 10, 11; Tr. 555:17-558:15.) Burg then initiated weekly conference calls with Aon employees, including Coleman in Illinois, to discuss forming Infinite Equity, the products and services the new company would offer, and how employees would be compensated. (Pl. Ex. 66 at 5; Tr. 245:14-23, 247:13-20, 251:16-252:1, 553:19-555:13.) By January 2019, an Infinite Equity email domain name was created. (FAC ¶ 129.)

C. The Exodus

In April 2019, a deluge of resignations and departures washed over Aon. Evans left Aon on April 5, 2019, DiDomenico on April 29, Burg on May 29, Stoudt on June 7, and Coleman on June 10. (Id. ¶¶ 142, 144, 148, 149, 159.) All now work for Infinite Equity. (Id. ¶¶ 143, 145, 165.) By June 2019, a total of nine Aon colleagues had resigned from ESG. (Id. ¶ 162.)

On his last day at Aon, Coleman printed dozens of documents in Aon's Chicago offices, including a proprietary financial model for Aon client Company F, and brought the printed-out model to his residence. (FAC ¶ 155; Tr. 297:18-21; 298:22-299:5; 299:6-14; 301:4-13.) Three days later, Coleman announced he was officially joining Infinite Equity (Tr. 253:3-23; 258:1-8; 436:7-8.), and a few weeks after that, Coleman worked with Burg to create a model for Company F on behalf of Infinite Equity. (Id. 295:4-296:4).

D. Infinite Equity and MyPerformanceAwards

Infinite Equity was incorporated in Delaware on May 1, 2019. (FAC ¶ 28.) It marketed itself as having an Illinois location, and its website reflected that it had a Chicago office. (Tr. 275-8-13.) Infinite Equity also represented to clients that it had a Chicago office and provided clients with promotional materials that described a Chicago location. (Pl. Ex. 49; ...