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 handled sales relationships with customers in Minnesota and the surrounding area. Perficient said he had access to its 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 substantially similar confidentiality and non-solicitation restrictions. For 24 months after employment ended, the agreements barred Craft from soliciting covered or prospective clients for competing products or services and from providing competing products or services to those clients. They also required him to keep Perficient’s information and trade secrets confidential and not use or disclose them.

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 that he had no future employment plan at the time. He said he did not take confidential, client, or trade-secret information when he left.

In June 2024, Craft began working as Clientek’s Client Growth Officer. Perficient claimed Clientek was a competitor. Craft also met for lunch with Jason Hopkins, a professional acquaintance who worked for BeiGene. Craft discussed his new role at Clientek. Hopkins said Clientek already had partners for the services it offered but offered to introduce Craft to other people in the industry. After Craft learned that Hopkins had sent a follow-up email to his old Perficient address and that Perficient had made 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 on claims including breach of contract, misuse of confidential and trade-secret information, breach of loyalty duties, and unjust enrichment. For this motion, it sought to enforce the non-solicitation, non-disclosure, and confidentiality provisions. It did not seek an injunction based on its allegations that Craft violated restrictions on competition.

Motion and Governing Standard

Perficient called its request a motion for a temporary restraining order or preliminary injunction. Because Craft received notice and had an opportunity to be heard, the court treated it as a motion for a preliminary injunction.

A preliminary injunction is an extraordinary order issued before the final resolution of a case. The court considered four factors: whether Perficient faced irreparable harm, the relative harm to each side, Perficient’s likelihood of success on the merits, and the public interest.

The parties disputed how many agreements were at issue, what law governed one agreement, and whether the 2024 Stock Award was valid. The court did not resolve those issues because all three agreements contained substantially similar confidentiality and non-solicitation obligations, and neither party identified a meaningful difference in the obligations or the potentially applicable Minnesota and Missouri law.

Irreparable Harm

The court held that Perficient had not shown irreparable harm, which was independently sufficient to deny the motion. 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.

The court also found no 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. It did not allege a monetary loss, present evidence of damage to customer goodwill, or show that Craft knew Perficient was pursuing additional business from BeiGene.

The court rejected Perficient’s argument that irreparable harm could be inferred from a breach of a restrictive covenant under federal standards. It also rejected Perficient’s argument that Craft’s contractual acknowledgment of irreparable harm relieved Perficient of its obligation to prove actual irreparable harm.

Likelihood of Success

The court also held that Perficient had not submitted enough evidence to show a fair chance of succeeding on its breach-of-contract claim under either Minnesota or Missouri law. The court found that conclusory allegations about confidential information or trade secrets that Craft might disclose in the future were insufficient. It likewise found that Perficient had shown no more than a hypothetical breach of the non-solicitation provisions.

The court noted that Craft had voluntarily stopped communicating with Hopkins after learning of the circumstances surrounding the lunch and email. The court characterized Perficient’s lawsuit as having been built on one lunch without first obtaining information from Craft about what had occurred.

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’s claimed future harm was speculative. Craft argued that the broad definition of “Prospective Client” in the agreements could effectively prevent him from working because it covered organizations about which he had no knowledge while employed by Perficient.

The court found that Perficient had not shown that preserving the existing situation would harm it, while an injunction would harm Craft. It also concluded that the public interest favored Craft’s ability to earn a living in his chosen profession. The court declined to issue an injunction merely requiring Craft to comply with his contractual duties.

Disposition

The court denied Plaintiff’s Motion for a Preliminary Injunction. The order entered judgment accordingly. It did not determine whether the 2024 Stock Award was valid or which state’s law governed that agreement.