Becquer v. Mirantis, Inc.

Background

Pedro J. Becquer sued Mirantis, Inc. and Marque Teegardin for allegedly interfering with his employment at NICE Systems, Inc. Mirantis filed counterclaims alleging that Becquer breached a written Employee Proprietary Information and Invention Assignment Agreement, breached his duty of loyalty, and committed fraud.

Becquer accepted a position with Mirantis while still employed by NICE. He signed the agreement after joining Mirantis. The agreement required him to devote his full business time and energies to Mirantis and represented that he had no other agreements, relationships, or commitments conflicting with his obligations to Mirantis. Mirantis alleged that Becquer continued working for NICE during his Mirantis employment and did not fully disclose the nature and extent of that work.

Mirantis also alleged that Becquer told his Mirantis supervisor that he had resigned from NICE effective October 15, even though he had not done so. Mirantis claimed that it learned after Becquer resigned from Mirantis that he had remained employed by NICE and that it would have terminated him had it known.

Motion to Dismiss Standard

The court applied the standard for a motion to dismiss for failure to state a claim. At this stage, the court accepts well-pleaded factual allegations as true and asks whether they plausibly support relief. The court generally does not consider materials outside the pleadings, but it determined that the written employee agreement could properly be considered.

Breach of Contract

The agreement was governed by California law. Becquer argued that it did not prohibit dual employment and that Mirantis knew about his continued employment with NICE.

The court found the agreement ambiguous. Although it did not expressly prohibit dual employment, its language concerning other agreements, relationships, or commitments could reasonably be read to prohibit dual employment that conflicted with Becquer’s full-time obligations to Mirantis. The court also found factual disputes about what Mirantis understood regarding Becquer’s obligations to NICE and the nature and extent of his work there. Those disputes prevented resolution of any waiver argument at the motion-to-dismiss stage.

The court rejected Becquer’s argument that Mirantis had not adequately connected the alleged breach to its damages because Mirantis expressly alleged damages tied to the breach. The court denied the motion to dismiss the contract counterclaim.

Breach of Duty of Loyalty

Mirantis alleged that Becquer breached his duty of loyalty by maintaining dual employment and failing to disclose the nature and extent of his NICE employment. The court deferred deciding whether California or Minnesota law applied because the parties agreed that the two states’ laws did not conflict for purposes of this motion.

The court rejected Becquer’s argument that a breach-of-loyalty claim requires a fiduciary relationship. It explained that California recognizes breach of the duty of loyalty as a separate claim from breach of fiduciary duty, and that Minnesota also recognizes that employees owe their employers a duty of loyalty. Mirantis adequately alleged a relationship creating the duty, breaches of that duty, and damages proximately caused by the breaches. The court therefore denied the motion to dismiss this counterclaim.

Fraud

Mirantis alleged that Becquer falsely told his supervisor that he had resigned from NICE effective October 15. Becquer argued that Mirantis had not pleaded fraud with the particularity required by Federal Rule of Civil Procedure 9(b) because it did not identify the exact date of the statement or whether it was made in person, by telephone, email, or text.

The court held that those additional details were not required under the circumstances. Mirantis alleged that shortly after October 15, Becquer told his supervisor that he had resigned even though he had not done so. The court concluded that Mirantis had adequately pleaded the fraud counterclaim.

Disposition

The court denied Becquer’s motion to dismiss Mirantis’s counterclaims. The order was a pleading-stage ruling; it did not determine whether Mirantis would ultimately prove the contract, loyalty, or fraud allegations.