Safelite Grp. v. Lockridge

1

SAFELITE GROUP, INC., Plaintiff, v. NATHANIEL LOCKRIDGE, et al., Defendants.

No. 2:21-cv-4558

United States District Court, S.D. Ohio, Eastern Division

March 6, 2023

Elizabeth A. Preston Deavers Magistrate Judge

OPINION AND ORDER

SARAH D. MORRISON UNITED STATES DISTRICT JUDGE

Safelite Group, Inc. commenced this action on September 13, 2021, by filing a two-count complaint against Nathaniel Lockridge. (Compl., ECF No. 1.) Two months later, Safelite amended its complaint to add claims against Caliber Collision Centers Jeffrey Nowak, and William Harris Billingsley. (ECF No. 15.) Safelite was granted leave to amend its complaint once more this time adding claims against Bryan Lynch. (ECF No. 125.) The operative Second Amended Complaint was filed on April 20 2022. (SAC, ECF No. 126.) Caliber, Nowak, Lockridge, and Lynch now move for dismissal of, or judgment on, the claims against them. (ECF Nos. 154, 152, 162, and 166.)

For the reasons set forth below, the motions are GRANTED in part and DENIED in part.

I. BACKGROUND

All well-pleaded factual allegations in the Second Amended Complaint are considered as true for purposes of these motions. See Gavitt v. Born, 835 F.3d 623, 639-40 (6th Cir. 2016); Tucker v. Middleburg-Legacy Place, 539 F.3d 545, 549 (6th Cir. 2008) (citation omitted). The following summary draws from the allegations in that Complaint and the documents attached thereto.

A. The Parties

Safelite is an auto glass repair and replacement company with more than 7,000 locations. (SAC, ¶ 17.)

Caliber is a collision repair company, but has recently “developed and expanded its auto glass repair and replacement business to compete directly with Safelite nationwide.” (Id., ¶¶21, 24.)

Nowak, Billingsley, Lockridge, and Lynch are all former Safelite employees and current Caliber employees. (Id., ¶¶ 25, 83, 199, 238, 239, 279, 285, 318.)

B. The Proprietary Information

Safelite alleges that the auto glass repair and replacement industry is “highly competitive.” (Id., ¶ 9.) As a result, “Safelite considers its pricing, costs, designs, services, sales plans, business model, strategic growth plans, training methods, employee ratings, individual market data, and vendor and customer information” (the “Proprietary Information”) to be proprietary and confidential. (Id., ¶ 18.) It takes pains to protect the Proprietary Information from public disclosure, “because it could be used to Safelite's detriment should such information fall into the hands of a competitor.” (Id.) Among other efforts, Safelite restricts internal access to the Proprietary Information using password protection and document privilege schemes (see, e.g., ¶¶ 20, 34-35, 38, 202-10), and requires employees with access to the Proprietary Information to enter into confidentiality, non-competition, and nonsolicitation agreements (id., ¶ 19).

C. After twenty-five years, Nowak leaves Safelite. He is quickly hired by Caliber to lead its emerging auto glass business.

Nowak started working for Safelite in 1996 as a technician. (Id., ¶ 25.) After working elsewhere for two years, Nowak returned to Safelite in 2004 as a Tucsonbased technician manager. (Id., ¶¶ 26-27.) Nowak received a series of promotions until, in 2013, he was named District Manager responsible for Safelite operations in Washington and Alaska. (Id., ¶¶ 29-30, 36-37.)

As District Manager, and in a previous role as National Technician Trainer, Nowak had access to certain Proprietary Information. (Id., ¶¶ 33-34, 38.) Consequently, Nowak entered into an Agreement dated February 23, 2008, pursuant to which he agreed to keep certain information (including the Proprietary Information) confidential. (Id., ¶¶ 43-47; Nowak Agreement, PAGEID # 85-90.) The Nowak Agreement also included non-competition and non-solicitation provisions intended to apply after Nowak left Safelite's employ. (SAC, ¶¶ 48-49, 51; Nowak Agreement.)

Nowak resigned from Safelite effective January 29, 2021. (SAC, ¶¶ 56-57; Nowak Separation Agreement, PAGEID # 91-126.) On that date, he entered into a Separation Agreement affirming his confidentiality, non-competition, and nonsolicitation obligations. (SAC, ¶¶ 58-61; Nowak Separation Agreement.)

Two months later, Nowak applied for a managerial position with ProTech, a Caliber affiliate that performs vehicle calibrations. (SAC, ¶¶ 66-67.) By way of the ProTech application and interview process, Caliber began recruiting Nowak to “help set up [Caliber's] auto glass repair and replacement business[.]” (Id., ¶¶ 69-76.) Safelite alleges that “Caliber targeted Nowak because of his intimate knowledge of Safelite's confidential and proprietary training techniques and business structure[.]” (Id., ¶ 80.) Though aware of his contractual obligations to Safelite, Caliber hired Nowak in May 2021. (Id., ¶¶ 77, 81.)

As a Glass Operations Specialist/Senior Manager, Integration Operations, Nowak was responsible for the following aspects of Caliber's auto glass repair and replacement venture:

overall project management of each new acquisition and market expansion; delivery of training and standards for technician performance and growth; ensuring that new Caliber team members have support and resources to complete their work safely and efficiently; directing and leading operations at market level by establishing and maintaining company goals; conducting interviews and facilitating the offer process; determining instructional methods utilizing knowledge of specific training needs and effectiveness of such methods such as individualized training, group training, or demonstrative training; managing of market performance; providing expectations and necessary tools, training, and information for each General Manager; and evaluating operational processes and recommending company-wide practices.

(Id., ¶ 79.) To accomplish their aims, Caliber and Nowak launched an effort to hire “managerial-level current or former Safelite employees” across the country-among them, Billingsley, Lockridge, and Lynch. (Id., ¶¶ 89-195.)

D. Caliber and Nowak recruit Billingsley, Lockridge, and Lynch.

Although certain aspects of Billingsley, Lockridge, and Lynch's stories diverge (with relevant details discussed further, below), the three have common elements. Each one had access to certain Proprietary Information because of his position with Safelite (id., ¶¶ 202-09, 242-49, 289-93); each one entered into an agreement with confidentiality, non-competition, and non-solicitation clauses (id., ¶¶ 210-13, 250-60, 294-306); each one was “disgruntled” (id., ¶¶ 214, 261-62, 308); and each one left Safelite for a position with Caliber (id., ¶¶ 234, 237, 272-73, 31516).

1. Billingsley - Caliber General Manager, Houston

In May 2021, after being passed over for a promotion within Safelite, Billingsley began searching for new employment. (Id., ¶ 214.) He applied to Caliber and was interviewed in early June. (Id., ¶¶ 215-16.) Billingsley had a second interview the following month-this time, with Nowak. (Id., ¶ 222-25.) On July 30, Caliber offered Billingsley a position as General Manager for auto glass operations in Houston, Texas. (Id., ¶ 226.)

On August 1, Billingsley downloaded certain documents containing Proprietary Information-including job descriptions and contact information for Houston-area Safelite technicians-from the Safelite computer system. (Id., ¶ 227.) He emailed those documents to his personal email address from his Safelite address, then deleted any record from the “sent” and “deleted” folders in his Safelite account. (Id., ¶¶ 228, 230-31.) Days later, Billingsley accepted Caliber's offer. (Id., ¶ 234.)

2. Lockridge - Caliber General Manager, Tucson

In 2020, Lockridge was assigned to be Store Manager at a Safelite location in Tucson, Arizona. (Id., ¶ 261.) Safelite alleges that Lockridge viewed the assignment as a “demotion and was upset at the change.” (Id., ¶ 262.) In the spring of 2021, Lockridge contacted his old Tucson-colleague, Nowak, to inquire about joining Caliber. (Id., ¶ 264.) Conversations progressed, and Caliber offered Lockridge a position as General Manager in Tucson. (Id., ¶¶ 265, 268-271.)

In August 2021, Lockridge held a staff meeting at which he announced that he had resigned from Safelite and was “going to work for his wife's cleaning company.” (Id., ¶¶ 273-73.) But, according to Safelite, Lockridge had already accepted Caliber's offer and never intended to work elsewhere. (Id., ¶¶ 272, 27475.)

After leaving Safelite, Lockridge is alleged to have made a series of inculpatory remarks, including: that a Caliber lawyer had instructed Lockridge to “lay low” for “legal reasons” (id., ¶ 280) and to say he worked in Phoenix, rather than in Tucson (id., ¶ 281); that Lockridge had a list of Safelite technicians (id., ¶ 282); and that Caliber had instructed Lockridge to use the list to recruit technicians for Caliber in Tucson and Phoenix (id., ¶ 283).

3. Lynch - Caliber General Manager, Houston

In 2019, Lynch was assigned to be Store Manager at a Safelite location in Shenandoah, Texas. (Id., ¶ 307.) Safelite alleges that Lynch viewed the assignment as a “demotion and was upset at the change.” (Id., ¶ 308.) Lynch applied to join Caliber's auto glass operation and was later interviewed by Nowak, among others. (Id., ¶¶ 310-12, 314.) In the summer of 2021, Lynch left Safelite and accepted a position with Caliber. (Id., ¶¶ 315-16.) Lynch was employed as a General Manager for Caliber in Houston, but represented that he worked in San Antonio. (Id., ¶¶ 318-20.)

E. Billingsley, Lockridge, and Lynch-at Caliber and Nowak's direction-try to recruit Safelite technicians and customers.

After Billingsley, Lockridge, and Lynch were in position at Caliber, Caliber and Nowak “deployed” them to...