Wolff v. Tomahawk Mfg.

689 F.Supp.3d 923

James B. WOLFF, Plaintiff, v. TOMAHAWK MANUFACTURING, Defendant.

Case No. 3:21-cv-880-SI

United States District Court, D. Oregon

Signed August 29, 2023

Michael J. Morris and Aruna A. Masih, Bennett Hartman llp, 210 SW Morrison St., Suite 500, Portland, OR 97204. Of Attorneys for Plaintiff James B. Wolff.

David W. Silke and Robert Lowery Gillette, II, Gordon Rees Scully Mansukhani llp, 701 5th Ave., Suite 2100, Seattle, WA 98104; Ashleigh A. Stochel, Kilpatrick Townsend & Stockton llp, 175 W. Jackson Blvd., Suite 950, Chicago, IL 60604. Of Attorneys for Defendant Tomahawk Manufacturing.

OPINION AND ORDER

Michael H. Simon, District Judge.

Plaintiff James B. Wolff (Wolff) sues Tomahawk Manufacturing (Tomahawk), his former employer. Wolff asserts a breach of contract claim against Tomahawk, alleging that Tomahawk breached a non-disclosure agreement (NDA) between the parties. Wolff also brings two whistle-blower retaliation claims under Oregon Revised Statutes (ORS) §§ 659A.199, 659.030(1)(f). Additionally, Wolff alleges a disability discrimination in violation of ORS § 659A.112. Finally, in the alternative to his whistleblower retaliation and disability discrimination claims, Wolff brings a common-law claim for wrongful discharge. Before the Court is Tomahawk's motion for summary judgment on all claims,¹ Wolff's motion for leave to file a third amended complaint, Wolff's motion to compel production of documents, and Wolff's motion to extend case deadlines. For the reasons discussed below, the Court grants in part and denies in part Tomahawk's motion for summary judgment,² grants Wolff's motion for leave to amend his complaint, grants in part Wolff's motion to compel, and grants Wolff's motion extend deadlines.³

STANDARDS

A. Summary Judgment

A party is entitled to summary judgment if the "movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a). The moving party has the burden of establishing the absence of a genuine dispute of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). The court must view the evidence in the light most favorable to the non-movant and draw all reasonable inferences in the non-movant's favor. Clicks Billiards, Inc. v. Sixshooters, Inc., 251 F.3d 1252, 1257 (9th Cir. 2001). Although "[c]redibility determinations, the weighing of the evidence, and the drawing of legitimate inferences from the facts are jury functions, not those of a judge . . . ruling on a motion for summary judgment," the "mere existence of a scintilla of evidence in support of the plaintiff's position [is] insufficient . . . ." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 252, 255, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). "Where the record taken as a whole could not lead a rational trier of fact to find for the non-moving party, there is no genuine issue for trial." Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986) (citation and quotation marks omitted).

B. Motion to Amend

Rule 15(a)(2) of the Federal Rules of Civil Procedure provides that the "court should freely give leave [to amend a pleading] when justice so requires." A district court should apply Rule 15's "policy of favoring amendments with extreme liberality." Price v. Kramer, 200 F.3d 1237, 1250 (9th Cir. 2000) (cleaned up). The purpose of the rule "is 'to facilitate decision on the merits, rather than on the pleadings or technicalities.' " Novak v. United States, 795 F.3d 1012, 1020 (9th Cir. 2015) (quoting Chudacoff v. Univ. Med. Ctr., 649 F.3d 1143, 1152 (9th Cir. 2011)). A district court, however, may, within its discretion, deny a motion to amend "due to 'undue delay, bad faith or dilatory motive on the part of the movant, repeated failure to cure deficiencies by amendments previously allowed, undue prejudice to the opposing party by virtue of allowance of the amendment, [and] futility of the amendment.' " Zucco Partners, LLC v. Digimarc Corp., 552 F.3d 981, 1007 (9th Cir. 2009) (alteration in original) (quoting Leadsinger, Inc. v. BMG Music Publ'g, 512 F.3d 522, 532 (9th Cir. 2008)). "Not all of the factors merit equal weight. As this circuit and others have held, it is the consideration of prejudice to the opposing party that carries the greatest weight." Eminence Cap., LLC v. Aspeon, Inc., 316 F.3d 1048, 1052 (9th Cir. 2003). Futility of amendment, however, "can, by itself, justify the denial of a motion for leave to amend." Bonin v. Calderon, 59 F.3d 815, 845 (9th Cir. 1995). Generally, however, "[a]bsent prejudice, or a strong showing of any of the remaining [four] factors, there exists a presumption under Rule 15(a) in favor of granting leave to amend." Eminence Capital, 316 F.3d at 1052 (alterations added, emphasis in original). When weighing the factors, all inferences should be made in favor of granting the motion to amend. Griggs v. Pace Am. Grp., Inc., 170 F.3d 877, 880 (9th Cir. 1999).

BACKGROUND

A. Wolff's Preemployment Relationship with Tomahawk

Wolff worked at Fulton Provision Co. (Fulton), in the meat forming industry, for 18 years. His primary responsibilities were to identify maintenance issues and recommend repairs to ensure that the company's machines were running effectively and efficiently. Wolff Decl. ¶ 2 (ECF 118). Tomahawk manufactures and sells protein forming and processing equipment and parts and provides services to customers who have purchased its products. Tournour Decl. ¶ 4 (ECF 35).

Through Wolff's work at Fulton, he became familiar with the tooling and equipment sold by Tomahawk to Fulton. Because of his familiarity and expertise, Wolff developed several innovations and improvements to the designs of Tomahawk's equipment and tooling. Wolff suggested these innovations to Tomahawk's President Robert Tournour (Tournour) after. Tomahawk incorporated some of Wolff's suggestions into their machinery. Wolff Decl. ¶ 3.

In the late 2000's, Wolff began developing his "Fiber Oriented Technology" (FOT), a concept he had been working on for several years. Wolff Decl. ¶ 4. The technology employs a principle of physics known as the "Venturi effect." Wolff Decl. ¶ 8. Wolff's FOT, when applied in meat-forming machines, causes a re-alignment of the meat fibers, resulting in a "better" meat patty. Id.

After Wolff's employment at Fulton ended in 2008, Tomahawk retained Wolff as a consultant to assist Tomahawk's engineers. Wolff Decl. ¶ 4; Tournour Decl. ¶ 9. Tournour and Wolff discussed a business relationship in which Wolff's FOT would be used by Tomahawk. Wolff wanted a confidentiality agreement covering the ideas Wolff previously had imparted to Tomahawk and any future ideas that Wolff might impart. Wolff Decl. ¶ 5. Tomahawk and Wolff signed a Confidentiality Agreement on November 18, 2010 (2010 NDA). Wolff Decl. Ex. 1. On December 12, 2010, Wolff notified Tournour of certain proprietary innovations that Wolff believed were covered by the 2010 NDA. Wolff Decl. Ex. 2. This notification included the FOT and other innovations that Tournour contends were not part of the FOT. See id.; Wolff Decl. ¶ 6.

One year later, on November 21, 2011, Wolff organized Spherical IP, LLC (Spherical). Wolff Decl. ¶ 9. The purpose of Spherical was to receive the revenues generated from utilizing his FOT. Id. On November 29, 2011, Tournour organized Formtec, LLC (Formtec), to monetize the FOT and apply for patents on the FOT. Wolff Decl. ¶¶ 8-9; Tournour Decl. ¶ 14. On December 20, 2011, Formtec and Spherical signed their own confidentiality agreement. Wolff Decl. Ex. 4.

Nine months later, on September 11, 2012, Formtec and Spherical signed the FOT Agreement. ECF 25-2. The FOT Agreement elaborates on the rights and responsibilities of Formtec and Spherical and establishes payment terms for revenues generated by Formtec's FOT patents. See id.

B. Wolff's Employment at Tomahawk

Wolff continued as a consultant for Tomahawk until he was hired as an employee in May 2017. Wolff Decl. ¶ 11. Tomahawk hired Wolff for the position of Research & Development/Engineering Support. Id.; Ex. 5. In that position, Wolff worked on-site at Tomahawk assembling machines or working on their engineering, traveled to client facilities to resolve problems, and sometimes worked remotely, to provide support to Tomahawk engineers. Wolff Decl. ¶ 16; Tournour Decl. ¶ 21.

Wolff has a hypercoagulable disorder with recurrent thromboembolic disease, requiring lifelong treatment. Wolff Decl. ¶ 7. At the time of Wolff's hiring, Tournour was aware of Wolff's condition. Id.; see also Wolff Decl. Ex. 3 (email from Wolff to Tournour dated March 1, 2011, discussing Wolff's health situation). Although not expressly stated in Wolff's offer of employment letter, see Wolff Decl. Ex. 5, Tournour agreed that when Wolff was asked to travel for Tomahawk, the company would buy first class seats for him, if available, as an accommodation. Wolff Decl. ¶ 13. Tournour also agreed that if Tomahawk asked Wolff to go on any long drives as a part of his work, Wolff would be permitted to take breaks to allow him to step out of the vehicle and walk. Id.

In January 2020, in response to a change to Tomahawk's Employee Handbook suggesting that all employment agreements needed to be signed by Tournour, Wolff spoke with Chief Operating Officer Brad Nicholson (Nicholson) about Wolff's first-class travel accommodation for his hypercoagulable disorder. Wolff Decl. ¶ 18. Wolff also told his supervisor James Sommer (Sommer) about his hypercoagulable disorder, a 2011 hospitalization related to his disorder, and his need for first-class business travel. Wolff Decl. ¶ 18. Sommer acknowledges that Wolff made him aware of his health condition and need for travel accommodation. Sommer Dep. Tr. 21:10-25; 22:24-23:22 (Masih Decl. Ex. 1, ECF 117-1).

In March 2020, in response to the COVID-19 pandemic, Tomahawk notified employees that it...