C.H. Robinson Worldwide, Inc. v. Traffic Tech.

C.H. Robinson Worldwide, Inc., Plaintiff, v. Traffic Tech, Inc., James Antobenedetto, Spencer Buckley, Wade Dossey, Brian Peacock, and Dario Aguiniga, Defendants.

CIVIL No. 19-902 (MJD/DTS)

United States District Court, D. Minnesota

September 22, 2021

Joel O'Malley, Katie M. Connolly, Nicole F. Dailo and Andrew L. Peterson, Nilan Johnson Lewis, P.A., Counsel for Plaintiff.

Pamela Abbate-Dattilo and Lukas S. Boehning, Fredrikson & Byron P.A., Counsel for Defendants.

MEMORANDUM OPINION AND ORDER

MICHAEL J. DAVIS UNITED JUDGE

This matter is before the Court on Defendants' Motion for Summary Judgment. [Doc. No. 125]

I. Background

Plaintiff C.H. Robinson Worldwide, Inc. (“CHR”), a Delaware corporation with its principal place of business in Minnesota, is in the business of providing third-party logistics, acting as a broker between companies that need to ship goods and other companies that provide transportation services. Defendant Traffic Tech, Inc. (“Traffic Tech”), a Canadian corporation headquartered in Chicago, Illinois, is also in the logistics industry acting as a freight broker. The individual defendants, all citizens of California, worked for CHR in California. After leaving CHR's employ, the individual defendants immediately began working for Traffic Tech in California.

CHR asserts that as a condition of employment with CHR, the individual defendants executed a Confidentiality and Protection of Business Agreement (“CPB Agreement”) that contained customer non-solicit and business interfering clauses, but that the plain terms of these agreements allowed the individual defendants to work for Traffic Tech, in the same positions they held as CHR employees. With respect to defendants Antobenedetto, Buckley Dossey and Aguiniga, who all began their employment prior to 2017, the customer nonsolicit and business interfering clauses provided:

Therefore, in consideration of the Company's entrusting me with Confidential Information and the opportunity to represent the company in dealings with Business Partners^[1], in consideration of my employment by the Company, in consideration of the compensation, benefits and opportunities available to me through such employment, and in consideration of the other benefits and covenants provided to me by this Agreement.

I hereby agree as follows: * * *

C. For a period of two (2) years after the termination of my employment with the Company, however occasioned and for whatever reason, I will not:

1. Directly or indirectly, for the benefit of any Competing Business (including a business which I may own in whole or in part), solicit, engage, sell or render services to, or do business with any Business Partner or prospective Business Partner of the Company with whom I worked or had regular contact, on whose account I worked, or with respect to which I had access to Confidential Information about such Business Partner at any time during the last two years of my employment with the Company; or * * *

3. Directly or indirectly cause or attempt to cause any Business Partner of the Company with whom the Company has done business or sought to do business within the last two (2) years of my employment to divert, terminate, limit or in any manner modify decrease or fail to enter into any actual or potential business relationship with the Company.

(O'Malley Decl. ¶¶ 2-6; Exs. A-C, and E, Section IV.)

These CPB Agreements also contained the following choice-of-law provision:

I agree that all of my obligations hereunder shall be binding upon my heirs, beneficiaries, and legal representatives and that the law of the State of Minnesota shall govern as to the interpretation and enforceability of this Agreement without regard to conflicts of law principles. Employee and Company agree that any claim or dispute between them shall be adjudicated or arbitrated exclusively in the State of Minnesota, Hennepin County District Court, or the United States District Court for the District of Minnesota. Employee and Company hereby consent to the personal jurisdiction of these courts and waive any objection that such venue is inconvenient or improper.

(Id. Exs. A-C and E, Section X.)

The non-solicit language used in defendant Peacock's CPB Agreement, who began working for CHR in July 2017, was changed to restrict contact with CHR Business Partners by use of CHR's confidential information. (Id. Ex. D, Section IV “Use the Company's Confidential Information in order to directly or indirectly, for the benefit of any Competing Business (including a business which I may own in whole or in part), solicit, engage, sell or render services, to or do business with any Business Partner or prospective Business Partner of the Company . . .”).) (Id. Ex. D.)

The choice-of-law provision in Peacock's CPB Agreement is also different:

I agree that all of my obligations hereunder shall be binding upon my heirs, beneficiaries, and legal representatives. With respect to claims or disputes arising in California, I agree that the law of the State of California shall govern as to the interpretation and enforceability of the Agreement without regard to conflicts of law principles. With respect to all other claims or disputes, I agree that the law of the State of Minnesota shall govern as to the interpretation and enforceability of this Agreement without regard to conflicts of law principles. Employee and Company agree that any claim or dispute between them arising in California shall be adjudicated or arbitrated exclusively in the State of California, Superior Court of California - County of San Diego, or the United States District Court for the Southern District of California. Employee and Company agree that any other claim or dispute between them shall be adjudicated or arbitrated exclusively in the State of Minnesota, Hennepin County District Court, or the United State District Court for the District of Minnesota. Employee and Company hereby consent to the personal jurisdiction of these courts and waive any objection that such venue is inconvenient or improper.

(Id. Ex. D, Section X.)

A. James Antobenedetto

James Antobenedetto was interviewed for a position and received a job offer from CHR by email in 2015. (Doc. No. 127, Abbate-Dattilo Decl., Ex. 50 (Antobenedetto Dep. at 17).) The offer letter provides that “[a]s a condition of employment, you will be asked to sign an Employee Sales Agreement at C.H. Robinson. A copy of the agreement is available for your review at the following [link provided]^[2].” (Id. Ex. 6.) Antobenedetto did not click on the link provided. (Id. Ex. 50 at 18, 119.)

Antobenedetto was assigned to CHR's San Diego office. (Id. at 117.) During his first day of work, he was provided a copy of the CPB Agreement, along with a number of other documents. (Id. at 22.) When asked to sign the CPB Agreement, CHR did not alert him to the restrictive covenants contained therein or the Minnesota choice of law provision. (Id. at 116-17.) Antobenedetto claims the restrictive covenants were never discussed during his employment, and the only time he fully read the document was after this action was filed. (Id.) Antobenedetto signed the CPB Agreement on April 28, 2015 in San Diego, California. (Id. at 21-22; O'Malley Decl. Ex. A.)

Antobenedetto was originally hired as an account manager, which involved the servicing of current CHR customers. (Abbate-Dattilo Decl., Ex. 50 (Antobenedetto Dep. at 39-41).) In 2017, he became a sales executive, which required him to go after new business instead of maintaining current business. (Id. at 40-41.)

B. Spencer Buckley

Spencer Buckley began working for CHR two months before receiving his college degree as an account manager. (Id. Ex. 51 (Buckley Dep. at 11-12).) Buckley had two in-person interviews, and received a call that he would be getting an offer letter. (Id. at 16-17.) On February 20, 2015, he received an email from CHR that provided a link to an offer letter. (Id. at 18; Ex. 12.) Buckley assumes he looked at the offer letter, but he is not certain. (Id. Ex. 51 (Buckley Dep. at 18).) Like the offer letter Antobenedetto received, Buckley's offer letter provided information as to his base salary, and the notification that as a condition of employment he would have to sign an Employee Sales Agreement, with a link to that agreement. (Id. Ex. 7.)

Buckley began work at CHR on March 5, 2015, in the Clairemont, California location. (Id. Ex. 51 (Buckley Dep. at 26).) He was given a copy of the CPB Agreement as part of all the paperwork for the position. (Id. at 26, 122.) He does not recall if he read the CPB Agreement thoroughly, but he did sign it. (Id. at 28-30; Buckley Decl. ¶ 4; O'Malley Decl. Ex. B.) At no point did anyone at CHR explain the terms of the CPB Agreement. (Id. Ex. 51 (Buckley Dep. at 122).)

While employed at CHR, Buckley worked on three different teams, with four different managers, but always worked out of California. (Id. at 44, 51-52.) His contact to Minnesota involved attending a week-long training session in April or May 2015. (Id. at 45.)

On July 20, 2018, Buckley was given a written warning for unacceptable performance and put on a performance improvement plan. (Id. Exs. 15 and 16.) He was terminated from CHR on August 2, 2018. (Id. Ex. 51 (Buckley Dep. at 59).)

C. Wade Dossey

Wade Dossey also began working at CHR in California right after college. (Id. Ex. 52 (Dossey Dep. at 11).) Following his interview, Dossey received a phone call informing him that he was to receive an offer. (Id. at 14.) He believes he accepted the job over the phone. (Id. at 14, 126-27.) He received an offer letter by email on March 25, 2016. (Id. at 15, Ex. 8.) The letter set forth the job title, compensation and the requirement that he complete an “onboarding program”...