Perficient, Inc. v. Craft

Background

Perficient, Inc. employed Thomas Craft for nearly 13 years. Craft worked as Perficient’s Managing Director in its Minneapolis office and managed sales relationships with customers in Minnesota and the surrounding area. His work gave him access to Perficient’s confidential business information and trade secrets.

Craft signed three agreements with Perficient: a 2011 Confidentiality Agreement and Stock Awards from 2023 and 2024. The agreements contained materially similar restrictions. For 24 months after leaving Perficient, Craft could not directly or indirectly solicit covered or prospective clients for competing products or services, or provide competing products or services to those clients. The agreements also required him to keep Perficient’s information and trade secrets confidential and barred their use or disclosure.

Craft resigned in March 2024. He stated that he left because of dissatisfaction with work demands and their effect on his family and mental health, and he said he had no future employment plan at that time. He stated that he did not take confidential information, client information, or trade secrets when he left.

In June 2024, Craft began working as Clientek’s Client Growth Officer. Perficient claimed Clientek was a competitor. Craft later had lunch with Jason Hopkins, a professional acquaintance who worked for BeiGene. Craft described his new role and Clientek’s business. Hopkins offered to introduce Craft to others in the industry. After Craft learned that Hopkins’s follow-up email had gone to Craft’s former Perficient email address and that Perficient had submitted another pitch to BeiGene, Craft told Hopkins that they could not discuss business because of his agreements with Perficient and ended further communication. Perficient did not receive business from BeiGene.

Perficient sued Craft for breach of contract, misuse of confidential, proprietary, and trade-secret information, breach of the duty of loyalty, unjust enrichment, and injunctive relief. For this motion, Perficient sought to enforce the non-solicitation, non-disclosure, and confidentiality provisions. It did not seek an injunction based on its allegations that Craft breached restrictions on competition.

Preliminary-Injunction Standard

The court treated Perficient’s motion as a motion for a preliminary injunction because Craft had notice and an opportunity to be heard. A preliminary injunction is an extraordinary remedy. The court considered four factors: the threat of irreparable harm, the balance of harms, the likelihood that Perficient would succeed on the merits, and the public interest.

The parties disputed the number of agreements at issue, the law governing the 2024 Stock Award, and whether that award was valid. The court did not decide those issues because all three agreements contained substantially similar confidentiality and non-solicitation obligations, and neither party identified a meaningful difference affecting this motion.

Irreparable Harm

The court found that Perficient had not shown irreparable harm. Perficient provided no evidence that Craft retained confidential information, trade secrets, or customer information after leaving, or that he threatened to misuse or inevitably disclose such information. It also did not provide evidence that Craft solicited a prospective customer or provided competing products or services in violation of his obligations.

Perficient alleged only a hypothetical loss of BeiGene’s business and possible future losses if Craft violated the non-solicitation provision. It did not allege a monetary loss or provide evidence of customer-goodwill damage. The court also found no evidence that Craft knew Perficient was pursuing additional business from BeiGene. The court rejected Perficient’s argument that irreparable harm could be inferred from an alleged breach of a restrictive covenant or established by Craft’s contractual acknowledgment of irreparable harm. The court held that those points did not eliminate Perficient’s obligation to show actual irreparable harm.

Likelihood of Success

The court also found that Perficient had not submitted enough evidence to show a fair chance of prevailing on its breach-of-contract claim under either Minnesota or Missouri law. Perficient’s allegations about confidential information or trade secrets that Craft might reveal in the future were conclusory. Its allegations regarding a breach of the non-solicitation obligations were likewise hypothetical. The court noted that Craft had voluntarily stopped communicating with Hopkins after learning of the potential issue.

Balance of Harms and Public Interest

The court found that Perficient had not shown that either the balance of harms or the public interest favored an injunction. Perficient identified only speculative future harm. Craft stated that an injunction could effectively prevent him from working because Perficient’s definition of “Prospective Client” covered organizations about which he had no knowledge while working for Perficient. The court found that maintaining the existing situation would not harm Perficient in the way an injunction would harm Craft. It also found that the public interest favored Craft’s ability to earn a living in his chosen profession.

Disposition

Judge Paul A. Magnuson denied Perficient’s Motion for a Preliminary Injunction. The order did not decide the ultimate merits of Perficient’s underlying claims or determine whether the 2024 Stock Award was valid.