Legal Tech. Grp., Inc. v. Mukerji

LEGAL TECHNOLOGY GROUP, INC.,d/b/a ESENTIO TECHNOLOGIES, Plaintiff, v. RAJIV MUKERJI and HBR CONSULTING LLC, Defendants.

RAJIV MUKERJI, Counter-Plaintiff, v. LEGAL TECHNOLOGY GROUP, INC.,d/b/a ESENTIO TECHNOLOGIES, Counter-Defendant.

Civil Action No. 17-631 (RBW)

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

May 13, 2019

UNDER SEAL

MEMORANDUM OPINION

The plaintiff, Legal Technology Group, Inc., doing business as eSentio Technologies ("eSentio"), filed this civil action against its former employee, Rajiv Mukerji, and Mukerji's current employer, HBR Consulting LLC ("HBR"), alleging breach of contract against Mukerji (Count I), tortious interference with contract against HBR (Count II), and tortious interference with prospective economic advantage against both defendants (Count III). See generally Complaint ("Compl."). Currently pending before the Court are the parties' cross-motions for summary judgment. See Plaintiff Legal Technology Group, Inc.'s Motion for Summary Judgment as to Liability and as to Defendant Rajiv Mukerji's Counterclaim ("eSentio's Mot."); Defendant HBR Consulting LLC's Motion for Summary Judgment ("HBR's Mot."); Defendant Rajiv Mukerji's Motion for Summary Judgment on Counts I and III of Plaintiff Legal Technology Group[,] [Inc.]'s Complaint ("Mukerji's Mot."). Upon careful consideration of the parties' submissions,¹ the Court concludes that it must grant in part and deny in part the plaintiff's motion and deny the defendants' motions.

I. BACKGROUND

"eSentio . . . provides business and technology consulting and implementing services to the world's largest law firms and corporate legal departments," eSentio's Facts ¶ 1; see HBR's Reply to eSentio's Facts ¶ 1, and "eSentio and HBR are competitors in the document[] management space," HBR's Reply to eSentio's Facts ¶ 20; see eSentio's Facts ¶ 20 ("eSentio and HBR are competitors"). Mukerji is a former employee of eSentio and a current employee ofHBR. See eSentio's Facts ¶ 17; HBR's Reply to eSentio's Facts ¶ 17; Mukerji's Reply to eSentio's Facts ¶ 17.

"Mukerji began his employment with eSentio on or about August 15, 2011." eSentio's Facts ¶ 12; see HBR's Reply to eSentio's Facts ¶ 12; Mukerji's Reply to eSentio's Facts ¶ 12. At eSentio, Mukerji "served as the Director of eSentio's Document Management System ('DMS') practice," eSentio's Facts ¶ 13; see HBR's Reply to eSentio's Facts ¶ 13; Mukerji's Reply to eSentio's Facts ¶ 13, and he became "one of [eSentio's] leading NetDocuments consultants for large firms," eSentio's Facts ¶ 16; see HBR's Reply to eSentio's Facts ¶ 16; Mukerji's Reply to eSentio's Facts ¶ 16.² "In connection with [h]is hiring by eSentio in 2011, Mukerji executed an offer letter dated July 18, 2011 (the 'Offer Letter')." eSentio's Facts ¶ 88; see Mukerji's Reply to eSentio's Facts ¶ 88. Among other provisions, the Offer Letter contains a provision regarding Mukerji's compensation, which provides, inter alia, that Mukerji would "be eligible for an annual performance bonus based on the pre-defined performance objectives in the amount of [$]20,000.00 prorated from [his] start date" (the "Bonus Provision"). eSentio's Mot., Exhibit ("Ex.") 14 (Offer Letter) at LTG - 1.

"[A]s a condition of his employment, [eSentio required Mukerji] to execute eSentio's Employment Agreement on Ideas, Inventions[,] and Confidential Information (the '[Employment] Agreement')[,]" which Mukerji "signed . . . on July 20, 2011." eSentio's Facts ¶ 21; see HBR's Reply to eSentio's Facts ¶ 21; Mukerji's Reply to eSentio's Facts ¶ 21. Relevant here, the Agreement includes a "Non-Competition" provision (the "restrictive covenant"), which provides:

I hereby covenant and agree that at no time during my employment with [eSentio] and for a period of one year immediately following the termination of myemployment . . . with [eSentio], will I act in any way, directly or indirectly, to solicit, divert or takeaway any client of [eSentio] or prospect that I have been involved in pursuing business with during the six months prior to the termination of my employment with the company. I understand that this "non-compete" is intended to include accepting employment with a client of [eSentio] for the period and involvement stated above. An eSentio client is defined as a firm that eSentio has sold product [to] or performed services for in the previous two years from date of termination of employment.

eSentio's Mot., Ex. 14 (Employment Agreement) § 3.8; see eSentio's Facts ¶ 23; HBR's Reply to eSentio's Facts ¶ 23; Mukerji's Reply to eSentio's Facts ¶ 23.

On June 20, 2016, "Mukerji accepted [an] offer [of employment] with HBR . . . and gave notice to eSentio the same day." eSentio's Facts ¶ 17; see HBR's Reply to eSentio's Facts ¶ 17; Mukerji's Reply to eSentio's Facts ¶ 17. "Mukerji's final day of active employment with eSentio was July 15, 2016." eSentio's Facts ¶ 17; see HBR's Reply to eSentio's Facts ¶ 17; Mukerji's Reply to eSentio's Facts ¶ 17.

A. The Akin Gump LLP ("Akin") Projects

"Beginning in late 2015, the [Chief Information Officer] of Akin, Mike Lucas, and [eSentio's President, Yvonne] Dornic[,] began discussing the possibility of Akin moving to the NetDocuments platform." eSentio's Facts ¶ 27; see HBR's Reply to eSentio's Facts ¶ 27; Mukerji's Reply to eSentio's Facts ¶ 27. "Dornic provided [ ] Lucas information and advice about NetDocuments[] and informally consulted with him throughout the spring and summer of 2016, explaining eSentio's expertise and educating [ ] Lucas on various aspects of the platform." eSentio's Facts ¶ 27; see HBR's Reply to eSentio's Facts ¶ 27; Mukerji's Reply to eSentio's Facts ¶ 27. "Dornic expected Akin would likely be transitioning to NetDocuments relatively soon and that eSentio would almost certainly be selected to provide assistance in the conversion." eSentio's Facts ¶ 27; see HBR's Reply to eSentio's Facts ¶ 27; Mukerji's Reply to eSentio's Facts ¶ 27.

"In the fall of 2016, Akin [ ] committed to transitioning to NetDocuments, and it sought proposals from vendors to assist in a NetDocuments Conversion Project, as well as a related Information Governance Project" (collectively, the "Akin Project"). eSentio's Facts ¶ 28; see HBR's Reply to eSentio's Facts ¶ 28; Mukerji's Reply to eSentio's Facts ¶ 28. The NetDocuments Conversion Project "would [involve] a large-scale, firm-wide migration of Akin's document management system from iManage to NetDocuments." eSentio's Facts ¶ 29; see HBR's Reply to eSentio's Facts ¶ 29; Mukerji's Reply to eSentio's Facts ¶ 29. "Akin['s] project team was made up of [TJ] Whelan, Brian Cooke, . . . and Juanita Bright[.]" HBR's Facts ¶ 26; see eSentio's Reply to HBR's Facts ¶ 26.

"On November 1, 2016, [ ] Whelan reached out to Senthil Rajakrishnan, a Senior Director at HBR, to inquire about HBR's information governance capabilities." HBR's Facts ¶ 43; see eSentio's Reply to HBR's Facts ¶ 43. "In response to [ ] Whelan's inquiry, on November 23, 2016, [ ] Rajakrishnan, Ray Fashola, . . . and [ ] Mukerji participated in a phone call with the Akin [ ] [P]roject team to discuss information governance." HBR's Facts ¶ 44 (internal citation omitted); see eSentio's Reply to HBR's Facts ¶ 44.

As to the NetDocuments Conversion Project, "Akin [ ] initially identified Fireman & Company, eSentio, and Kraft and Kennedy as potential partners for the [ ] [P]roject." HBR's Facts ¶ 27; see eSentio's Reply to HBR's Facts ¶ 27. However, "[a]t some point prior to [Whelan's] November 23, 2016 conference call with [HBR] . . . , [ ] Whelan learned that [ ] Mukerji had NetDocuments conversion experience and . . . had left eSentio," HBR's Facts ¶ 46; see eSentio's Reply to HBR's Facts ¶ 46, and "that [ ] Mukerji was one of the most experienced people with [ ] NetDoc[uments] conversions," HBR's Facts ¶ 47; see eSentio's Reply to HBR's Facts ¶ 47. "Upon learning that [ ] Mukerji was [ ] with HBR, [ ] Whelan initiated discussionswith HBR about Akin['s] NetDocuments [C]onversion [P]roject." HBR's Facts ¶ 48; see eSentio's Reply to HBR's Facts ¶ 48. Specifically, "[o]n approximately December 1, 2016, [ ] Whelan called [ ] Mukerji to discuss the information [ ] Whelan had heard about [ ] Mukerji's experience with NetDocuments conversions," HBR's Facts ¶ 49; see eSentio's Reply to HBR's Facts ¶ 49, and "requested that HBR submit a proposal . . . [for] the NetDocuments [C]onversion [Project]," HBR's Facts ¶ 53; see eSentio's Reply to HBR's Facts ¶ 53.

On December 5, 2016, Mukerji submitted HBR's final proposal for the Information Governance Project. See eSentio's Facts ¶ 47; see also HBR's Reply to eSentio's Facts ¶ 47; Mukerji's Reply to eSentio's Facts ¶ 47; eSentio's Mot., Ex. 41 [Redacted] ) at HBR_00000001 (attaching HBR's "Information Governance Assessment"). Then, "[o]n December 28, 2016, HBR submitted its statement of work for . . . [the] NetDocuments [Conversion] [P]roject," HBR's Facts ¶ 56; see eSentio's Reply to HBR's Facts ¶ 56, which "estimated fees at $161,920," HBR's Facts ¶ 57; see eSentio's Reply to HBR's Facts ¶ 57. eSentio also submitted "a proposal for $1,514,250.00 for [the] NetDocuments [C]onversion [Project]" on December 13, 2016. HBR's Facts ¶ 35; see eSentio's Reply to HBR's Facts ¶ 35. Two other firms—Fireman & Company and Kraft and Kennedy—also "provided proposals [for the NetDocuments Conversion Project] that were very similar in scope and . . . cost to HBR's" proposal. HBR's Facts ¶ 61 (internal quotation marks omitted); see eSentio's Reply to HBR's Facts ¶ 61. "On or about January 20, 2017, Akin awarded . . . [both] [p]roject[s] to HBR." eSentio's Facts ¶ 64; see HBR's Reply to eSentio's Facts ¶ 64; Mukerji's Reply to eSentio's Facts ¶ 64.

B. The King & Spalding LLP ("King & Spalding") Project

"In December 2016, King & Spalding engaged NetDocuments to perform conversion services from iManage to NetDocuments." HBR's Facts ¶ 66; see eSentio's Reply to HBR's Facts ¶ 66. Like Akin, "King & Spalding was...