Savis, Inc. v. Cardenas

691 F.Supp.3d 886

SAVIS, INC., Plaintiff, v. Neftali CARDENAS, Defendant.

No. 18 CV 6521

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

Signed September 13, 2023

Joel Emery Rabb, Law Office of Joel Rabb, Chicago, IL, Kenneth Young Hurst, Hurst LLC, Burbank, IL, for Plaintiff.

Neftali Cardenas, Norwalk, CA, Pro Se.

MEMORANDUM OPINION AND ORDER

Lindsay C. Jenkins, United States District Judge

Plaintiff Savis, Inc. ("Savis") seeks to enforce its non-compete agreement against its former employee, Defendant Neftali Cardenas ("Cardenas"), who purportedly breached the agreement by leaving Savis for Pfizer. [Dkt. No. 1.] This case comes to the Court with a long procedural history. Most recently, the Court granted in part and denied in part Savis's first summary judgment motion, finding liability as to Count I for breach of Cardenas's employment contract. [Dkt. No. 170.] Savis later filed a second summary judgment motion for attorney's fees as to Count I and Cardenas filed a "motion to dismiss" (more accurately, a summary judgment motion), both of which the Court denied without prejudice as premature. [Dkt. No. 194.]

Pending now are two cross-motions for summary judgment. [Dkt. Nos. 198, 207.] For the reasons outlined below, Savis's motion is granted in part and denied in part. As to Count I, summary judgment is granted as to the issue of Savis's legitimate business interest in its non-competition agreement with Cardenas but is otherwise denied on the issues of causation and damages. Summary judgment is also denied as to Counts Two, Three, Four and Five. Cardenas's motion for summary judgment is denied.

I. Factual Background¹

A. The Parties and Contracts at Issue

Savis is an engineering consulting firm that supports the pharmaceutical industry with manufacturing solutions covering engineering, automation, commissioning and qualification, quality oversight and site remediation. [Dkt. No. 217 at ¶ 10.] Cardenas worked as a Capital Project Engineer on the Data Integrity Remediation Project for Savis from approximately 2016 to September 14, 2018. [Id. ¶¶ 5-6, 18.]

Two contracts are at issue. The first is a memorandum entitled "Renewal Offer of Employment" ("renewal offer"), dated March 31, 2018, which Cardenas signed on June 5, 2018. [Id. ¶¶ 2-3.] The renewal offer was contingent on Cardenas signing a second contract, an employment contract, entitled "Savis Renewal of contract full Agreement NDA, NCA, and NSA" ("employment agreement"). [Id. ¶ 3.] In consideration for signing these contracts, Savis increased Cardenas's annual salary by $5,000 to $75,000. [Id. ¶ 2.]

In the renewal offer, "Employee agrees that during Employee's employment with the Company, Employee will:

1.1. Owe a duty of loyalty to the Company and will devote Employee's full working time, attention and efforts to the business and affairs of the Company.

. . . .

1.3. Will not directly or indirectly engage in any business activity competitive with the Company's business or divert any business opportunity related to the Company's business form [sic] the Company.

. . . .

1.7. Any dispute arising from this offer or employment will be disputed in the state of Florida under Florida law."

[Id.] The employment contract contained a non-compete clause, which provided:

Employee recognizes the Company's legitimate interest in protecting, for a reasonable period of time after employment, existing clients and prospective clients of the Company with which Employee becomes involved or as to which Employee acquires Confidential Information during employment with the Company. Employee agrees, during the time the Employee is providing services for the Company and for a period of two (2) years after the termination of services, whether termination is voluntary or involuntary, Employee shall not—without the Employer's prior written consent—directly or indirectly, market, offer, sell or furnish any products or services similar to, or otherwise competitive with, those offered by the Company to any client of the Company, or any prospective client of the Company with which Employee was involved or as to which Employee acquired Confidential Information. Employee further agrees, during the time Employee is providing service for the Company and for the two (2) year period after the termination of services, whether voluntary or involuntary, Employee shall not-without the Employer's prior written consent - directly or indirectly, market, offer, sell or furnish any products or services to a competitor of Company if Employee's duties at the competitor are materially similar to those duties of Employee while employed with the Company. Competitors include, but are not limited to, the following companies and their subsidiaries or affiliates: Amgen, Ben Venue Laboratories, Boehringer-Ingelheim, Agilent, SANDOZ, Novartis, Grifols, Stantec, J.M. Hyde, Mangan, Commissioning Agents Inc., Matrix, Wunderlich Malek, Vista Engineering, Quantic, Beepix, PharmEng, ValSource, Kelly Services, CRB, Jacobs, Avexis, Bayer, Genentech, Gilead, Pfizer, Medtronic, Medimune, RTD.

Employee acknowledges that this restriction is necessary because Employee's position with the Employer would make it impossible for Employee to work for a competitor without disclosing the Employer's Confidential Information, interfering with the Employer's customer relationships, or otherwise violating Employee's obligations under this Agreement. Employee further acknowledge that the Employer does business with customers throughout the United States and in foreign countries, so it is impossible to restrict more narrowly the geographic scope of Employee's obligation not to compete with the Employer. The provisions of this Paragraph shall survive the termination of this Agreement for any reason.

[Dkt. No. 200-5 at ¶ 8.] The employment contract also contained a choice of law provision, which states that "[a]ny dispute arising from this offer or employment will be disputed in the state of Florida under Florida law." [Dkt. No. 217 at ¶ 2.]

B. Savis's Work and Cardenas's Job Responsibilities

From 2014 to 2020, Pfizer contracted with Savis to perform engineering consulting services for Pfizer's facility in McPherson, Kansas ("McPherson site"). [Dkt. No. 217 at ¶¶ 5, 12.] Savis works primarily with pharmaceutical clients; Pfizer is its "main client." [Id. ¶ 12.] As part of its contract with Pfizer, from 2014 to 2016, Savis provided defect monitoring and process improvements for Pfizer's syringe production line, including supporting investigations. [Id. ¶¶ 21, 23, 25.]

Savis and Pfizer executed confidentiality agreements requiring Savis to protect Pfizer's confidential information. [Id. ¶¶ 11, 19.] In turn, Savis entrusted its employees with confidential information concerning its clients, including Pfizer. [Id.] As a result, Savis employees are exposed to Pfizer's confidential information, including confidential information regarding techniques and processes that Savis utilizes at the McPherson site. [Id. ¶ 19.] Client confidential information includes client techniques and processes, like its templates, standard operating procedures ("SOPs"), and "all the tools that Savis has used to fulfill their requirements and duties for completing clients' requests." [Id. ¶¶ 11, 13.]

In his role as Capital Project Engineer at the McPherson site, Cardenas performed data integrity compliance assessments, developed assessments, prepared reports for Pfizer's "Global Team," provided automation support, and worked with Pfizer personnel to solve the problems he identified. [Id. ¶ 18.] Additionally, Cardenas "updated operational SOPs and Batch records to implement audit trail review procedures, critical parameter verification, documentation attribution, back up procedures, periodic reviews, and network trending." [Id.] Cardenas also coordinated with Pfizer subject matter experts and the Global Data Integrity team to instruct parties to redo work if needed. [Id. ¶ 33.]

The parties dispute some of Cardenas's job duties as Capital Project Engineer. Specifically, the parties dispute whether Cardenas was responsible for earning new business for Savis and for developing an on-site team. [Id. ¶ 32.] Savis contends that Cardenas was responsible for earning new business [id.], based primarily on an email Cardenas sent on June 4, 2018 to Savis Human Resources stating that he did work "at Pfizer [that] has resulted in an expansion of scope and generated work that is going out until December." [Dkt. No. 142-10 at 1.] Cardenas denies that he was responsible for earning new business or that he "actively engage[ed] or was encouraged to engage in any form of marketing or sales in order to reach new projects." [Dkt. No. 217 at ¶ 32.]

The parties also dispute who provided Cardenas training for his job duties—Savis or Pfizer. Savis maintains that it trained Cardenas on a variety of topics to work as an engineer at the McPherson site. [Id. ¶¶ 29, 39.] Savis notes that new employees need to have site-specific knowledge of the processes they work on. [Id. ¶ 14.] Therefore new hires (like Cardenas was in 2016) are mentored by Savis engineers. [Id.] Additionally, Pfizer required that validation specialists like Cardenas have specific training on validation documents, use of their systems, and standard operating procedures. [Id.] Savis maintains that it provided this training, including site-specific "Kaye validator training," Pfizer standards training, and federal and state regulations training. [Id.] Cardenas, on the other hand, says that Pfizer trained him, and that Savis did not provide him with training on topics such as how to perform validation or routing documents through client systems; how to use the Kaye Validator; and how to understand key state and federal regulations.² [Id. ¶ 14, 29, 39.]

The parties also dispute whether Cardenas was exposed to confidential information as part of his work at Savis. Savis contends that Cardenas was, specifically templates and SOPs. [I...