Fla. Beauty Flora Inc. v. Pro Intermodal L.L.C.

FLORIDA BEAUTY FLORA INC., Plaintiff, v. PRO INTERMODAL L.L.C., et al., Defendants.

CASE NO. 20-20966-CIV-ALTONAGA/Goodman

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA

May 14, 2021

ORDER

THIS CAUSE came before the Court on Defendants, Pro Intermodal L.L.C., Pro Cold Storage, Inc., Victor Veliz, and Gustavo Perez's¹ Renewed and Supplemented Motion for Summary Judgment [ECF No. 104], filed on April 13, 2021. Plaintiff, Florida Beauty Flora Inc., filed a Response in Opposition [ECF No. 108]; to which Defendants filed a Reply [ECF No. 111]. The Court has carefully considered the Complaint [ECF No. 1], the parties' written submissions,² the record, and applicable law. For the following reasons, the Motion is granted in part and denied in part.

I. BACKGROUND

This case involves a dispute between an employer and its former employee who left to joina competitor. (See generally Compl.). Plaintiff is a Florida corporation with its principal place of business in Miami, Florida. (See id. ¶ 3). Intermodal is a Florida limited liability company with its principal place of business in Hialeah, Florida (see id. ¶ 4); Pro Cold is a Florida corporation with its principal place of business in Miami, Florida (see id. ¶ 5). Perez and Veliz are residents of Miami-Dade County, Florida. (See id. ¶¶ 6-7).

The facts. Plaintiff is a refrigerated carrier providing transportation, warehouse, and logistical services to clients in the floral and perishable industries throughout the United States. (See id. ¶¶ 14-15). Plaintiff employed Perez for 11 years as a valued member of its management staff. (See id. ¶¶ 23-24; Defs.' SOF ¶ 8; Pl.'s Resp. SOF ¶ 8).

Defendants' version of the facts.³ Perez oversaw Plaintiff's sales and customer service. (See Defs.' SOF ¶ 8). Perez regularly worked from home when he was not working at Plaintiff's office. (See id. ¶¶ 10-11; Pl.'s Resp. SOF ¶¶ 10-11). He took calls outside of working hours to address customer concerns and issues. (See Defs.' SOF ¶¶ 11-12). Perez routinely forwarded company emails to his personal Gmail account to facilitate his work with customers and to create Google spreadsheets for Plaintiff. (See id. ¶¶ 18-19). Perez did not develop any knowledge, secrets, techniques, tactics, or skills while employed with Plaintiff; nor did he forward any proprietary company information, trade secrets, or confidential information for non-legitimate business purposes. (Compare id. ¶¶ 7, 9, 23-24, with Pl.'s Resp. SOF ¶¶ 7, 9, 23-24 (disputing these facts)).

Perez resigned from his position in mid-February and joined Pro Cold, a decision he made post-resignation. (See Defs.' SOF ¶ 15; Defs.' Reply SOF ¶ 57). Plaintiff notified its customersby letter that Perez resigned from his position. (See Defs.' SOF ¶ 16). When the customers responded to Plaintiff's correspondence, Plaintiff provided each customer with Perez's personal email and phone number. (See id.). Perez inputted these customers' contact information into his personal cell phone once they called him. (See id. ¶ 17).

Following his resignation, Perez offered to continue working with Plaintiff and help with customer issues. (See id. ¶ 20). Perez forwarded company emails in order to assist Plaintiff's customers. (See id.). He states Yudmila Gonzalez, a former Plaintiff employee, reached out to him "for []his help with [Plaintiff's] customers" because Ms. Gonzalez "became frustrated, exhausted, and stressed" following Perez's departure. (Id. ¶ 22 (alterations added)). At this time, Perez neither forwarded proprietary company information and trade secrets for non-legitimate purposes nor provided third parties with confidential information. (Compare id. ¶¶ 23-24, with Pl.'s Resp. SOF ¶¶ 23-24 (disputing these facts)).

Plaintiff's chief financial officer, Ronen Koubi, "belie[ves]" Perez "took a price list with him when he left his office" for the last time on February 14, 2020. (Defs.' SOF ¶¶ 2, 25 (alteration added); see also Defs.' Reply SOF ¶ 57). Mr. Koubi saw the price list prior to Perez's departure but was unable to locate it following Perez's resignation. (See Defs.' SOF ¶ 25). No inventory, however, was taken of the documents (or confidential information) in Perez's office; nor did anyone observe Perez leave Plaintiff's premises with any documents or call Perez to ask if he did. (See id. ¶¶ 27, 30). The alleged stolen price sheet contained prices for only floral clients. (See id. ¶ 29).

Plaintiff uses Google Drive, a cloud-based system, to maintain and share its corporate documents. (See id. ¶ 21). Plaintiff's printers do not include a confidentiality stamp or designation when company documents are printed by employees. (See id. ¶ 32). Shippers and farms can accessPlaintiff's customer data from its servers, including the customer names, the dates of service, and the numbers of boxes being shipped. (See id. ¶ 33). Plaintiff's prices are calculated by using base rates and a formula of charges that is added to the base rates. (See id. ¶ 34). Plaintiff considers these two components proprietary; yet, Plaintiff's customers and truck drivers are aware of base rates, additional charges, and trip sheets and manifests. (See id. ¶¶ 34, 38). Plaintiff's truck drivers are not required to execute confidentiality agreements. (See id. ¶ 35).

Perez did not initiate contact with any of Plaintiff's customers — and specifically, Buds and Bloom and Derita. (See id. ¶¶ 39-40, 43). Quite the contrary; Buds and Bloom and Derita contacted Perez and requested price quotes after learning of his resignation from Plaintiff. (See id. ¶ 40). Plaintiff is uncertain whether customers shared its pricing information with Intermodal. (See id. ¶¶ 41-42). Perez did not share confidential information with the Intermodal Defendants; nor did the Intermodal Defendants encourage Perez to either forward emails to himself or share confidential information. (See id. ¶¶ 43-47).

Plaintiff's version of the facts. Perez's employment was governed by a Mutual Nondisclosure Agreement. (See Pl.'s SOF ¶ 52; id., Ex. 2, Mutual Nondisclosure Agreement ("Agreement") [ECF No. 109-2]; Defs.' Reply SOF ¶ 52). The Agreement included definitions for "Confidential Information" and "Trade Secrets." (Pl.'s SOF ¶ 53 (quotation marks omitted); see also Agreement 1⁴). The Agreement authorized Perez to "only use [] Confidential Information or Trade Secrets in connection with the [] business relationship" with Plaintiff. (Agreement 2 (alterations added); see also Pl.'s SOF ¶ 54). The Agreement granted Perez "[a]ccess to Confidential Information and Trade Secrets . . . on a need-to-know basis." (Agreement 2(alterations added); see also Pl.'s SOF ¶ 55; Defs.' Reply SOF ¶ 55). Plaintiff distributed to Perez an employee manual containing detailed policies on data security, computer usage, and securing the company's confidential information. (See Compl. ¶ 26; Pl.'s Resp. SOF ¶¶ 13-14).⁵

Perez resigned from his position in mid-February to join Pro Cold. (See Pl.'s SOF ¶¶ 56, 61-64; Pl.'s Resp. SOF ¶ 15). In February 2020, Perez, with assistance from former Plaintiff employee, Ms. Gonzalez, "forwarded himself a host of documents including a contract with a large customer, a list of shippers, email addresses, cellular numbers, and trip sheets." (Pl.'s SOF ¶ 58; see also Pl.'s Resp. SOF ¶ 22). Perez forwarded these documents into Intermodal and Pro Cold's email system. (See Pl.'s SOF ¶ 66). Perez and Veliz (1) personally accessed Plaintiff's confidential information; (2) discussed details contained within Plaintiff's Electronic Data Interchange;⁶ and (3) utilized this information to convince one of Plaintiff's clients to switch to Pro Cold or Intermodal. (See id. ¶¶ 68-69).

Plaintiff's Complaint. On March 3, 2020, Plaintiff filed its Complaint against Defendants, asserting eleven claims for relief: injunctive relief against Perez (Count I); injunctive relief against the Intermodal Defendants (Count II); violations of the Defend Trade Secrets Act ("DTSA"), 18 U.S.C. section 1836 et seq., against Defendants (Count III); violations of the Computer Fraud and Abuse Act, 18 U.S.C. section 1030 et seq., against Defendants (Count IV); violations of the Economic Espionage Act, 18 U.S.C. section 1832 et seq., against Defendants (Count V); violations of the Florida Uniform Trade Secrets Act ("FUTSA"), section 688.02, Florida Statutes, againstDefendants (Count VI); tortious interference with an advantageous business relationship against Intermodal and Pro Cold (Count VII); civil conspiracy against Defendants (Count VIII); breach of fiduciary duty against Perez (Count IX); aiding and abetting breaches of fiduciary duty against the Intermodal Defendants (Count X); and violations of the Racketeer Influence and Corrupt Organizations Act, 18 U.S.C. section 1962 et seq., against Defendants (Count XI). (See generally Compl.).

Defendants moved to dismiss Counts IV, VII, VIII, and XI for failure to satisfy Federal Rules of Civil Procedure 8(a) and 9(b) and for failure to state claims for relief under Federal Rule of Civil Procedure 12(b)(6). (See generally J. Mot. to Dismiss Compl. [ECF No. 41]). On July 15, 2020, the Court dismissed Counts IV, VII, and XI but granted leave to amend. See generally Fla. Beauty Flora Inc. v. Pro Intermodal L.L.C., No. 20-20966-Civ, 2020 WL 4003494 (S.D. Fla. July 15, 2020). Plaintiff then filed a Notice of Intent to Proceed with Litigation [ECF No. 52], advising that it was pursuing only the remaining counts in the Complaint. (See generally id.).

Defendants' Motion. Defendants now move for summary judgment on all remaining counts of Plaintiff's Complaint.⁷ (See generally Mot.; Reply).

II. STANDARD

Summary judgment may only be rendered if the pleadings, discovery and disclosure materials on file, and any affidavits show there is no genuine issue as to any material fact and the movant is entitled to judgment as a matter of law. See Fed. R. Civ. P. 56(a), (c). An issue of fact is "material" if it might...