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Core Laboratories LP v. AmSpec

United States District Court, S.D. Alabama, Southern Division

May 9, 2018

CORE LABORATORIES LP f/k/a/ Core Laboratories, Inc. et al., Plaintiffs,
v.
AMSPEC, et al., Defendants.

          MEMORANDUM OPINION AND ORDER

          CALLIE V. S. GRANADE, SENIOR UNITED STATES DISTRICT JUDGE

         This matter is before the Court on the motion of Defendant/Counter-Plaintiff, AmSpec, LLC (“AmSpec”) for partial summary judgment on its Counterclaim against Core Laboratories and Saybolt LP (collectively “Saybolt”), and its third party claim against Christopher Bartlett (Docs. 200, 201), opposition thereto filed by Saybolt and Bartlett (Doc. 245), and AmSpec's reply (Doc. 270), as well as Saybolt and Bartlett's motion for summary judgment (Doc. 202), opposition thereto filed by AmSpec (Doc. 237), and Saybolt and Bartlett's reply (Doc. 268). AmSpec claims that Bartlett breached his employment contract by violating the non-solicitation and non-disparagement provisions. AmSpec further claims that Saybolt tortuously interfered with its employment contract with Bartlett by inducing Bartlett to violate that contract with full knowledge of the provisions at issue. For reasons which will be explained below, the Court finds there is are genuine issues of material fact as to AmSpec's claims against Saybolt and Bartlett and, therefore, that the mutual motions are due to be denied.

         FACTS[1]

         This action was filed by Plaintiffs, Core Laboratories and Saybolt, asserting claims of conspiracy, tortious interference with contracts, breach of contract, breach of fiduciary duty, and theft of trade secrets against AmSpec and three individual Defendants. (Doc. 1). Core Laboratories and Saybolt are both Delaware limited partnerships with their principal places of business in Houston Texas. (Doc. 1, ¶¶ 1, 2). Defendant Amspec is a New Jersey limited liability company with its principal place of business in New Jersey. (Doc. 56 ¶ 1). AmSpec asserts a counterclaim against the Saybolt entities for tortious interference with a contract and asserts a third-party claim against an individual, Christopher Bartlett, for breach of contract. (Doc. 56). Saybolt and Amspec are competitors; both provide inspection, monitoring, and testing services to the oil and gas industry. (Doc. 45, ¶¶ 12, 17). Saybolt has an office in Saraland, Alabama; Amspec decided to open an office in nearby Mobile, Alabama in 2016. (Doc. 56, ¶ 3; Doc. 203-10, p. 3).

         In March 2016, Christopher Bartlett went to talk to AmSpec about a job at AmSpec's New Orleans office and he filled out an application. (Doc. 203-1, pp. 3-4). In March 2016, Bartlett also filled out an authorization for background check, a W-4 tax form, and signed a document titled: “New Employee Agreement Relating to AmSpec's Trade Secrets and Proprietary and Confidential Information.” (Doc. 203-1, pp. 23, 52-54; Doc. 203-2, p. 18-25). AmSpec told Bartlett it was interested in setting up a position for him that would just deal with one product - fuel oil. (Doc. 203-1, p. 4). Bartlett told AmSpec he was interested and would “take it.” (Doc. 203-1, p. 4). However, according to Bartlett, he was not offered a job in March 2016. (Doc. 203, p. 52, 202-1, p. 4). Bartlett was hired by AmSpec in June 2016 as “Fuel Oil Point of Contact” and started work June 1. (Doc. 203-1, pp. 4-5).

         The employee agreement was signed on March 23, 2016, by Bartlett as Employee and by Elizabeth DeBaro for AmSpec and included the following two clauses:

         (c) Non-solicitation of Employees.

I agree and covenant not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of AmSpec for the purpose of competing with AmSpec, during my employment with AmSpec and for the 12 month period following my termination of employment with AmSpec, for any reason or no reason and whether employment is terminated at the option of me or AmSpec. For purposes of this paragraph, “employee of AmSpec” means any employee who (i) is currently employed by AmSpec or was employed by AmSpec at any time within the 12 month period preceding the solicitation, hiring or recruitment, and (ii) reported to me directly or indirectly.”
. . . .
Non-disparagement. I agree and covenant that I will not at any time after my employment with AmSpec terminate, make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning AmSpec or its businesses, products or services or any of its employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties.

(Doc. 203-2, pp. 21, 22). The employee agreement also includes a governing law clause that states that “it shall be construed in accordance with the laws of New Jersey.” (Doc. 203-2, p. 23). AmSpec produced a copy of the signature page to a second employee agreement that was also signed by Bartlett on March 23, 2016, [2] but was not signed by anyone from AmSpec. (Doc. 204-7). This second agreement has at least one identical clause, but the second agreement is different from the other agreement and it cannot be determined from the signature page whether it contains the two clauses quoted above from the first agreement.[3]

         On August 3, 2016, approximately two months after Bartlett began working at Amspec, Saybolt offered Bartlett a job at Saybolt's Louisiana office and Bartlett accepted. (Doc. 203-1, pp. 6-8). Bartlett turned in his resignation on August 9, 2016, and that was his last day to work for AmSpec. (Doc. 203-1, p. 8). When Saybolt hired Bartlett, Saybolt's Regional Manager, James Cowan, had heard rumors that AmSpec was going to open an office in Mobile. (Doc. 203-5, p. 4). Bartlett provided Saybolt with a copy of his employee agreement with AmSpec when he was hired. (Doc. 203-8, p. 3).

         Mr. Cowan asked Bartlett to go to Saybolt in Saraland to meet with employees there and while there they interviewed each person who was leaving. (Doc. 203-1, pp. 19-20). Bartlett testified that he thinks Cowan called him because he trusted him and “he needed somebody to go with him and maybe witness some of this stuff.” (Doc. 203-1, p. 18). Cowan testified that he wanted Bartlett there for support, because they had seven people resigning and it had to be a team effort to try to retain people. (Doc. 208-15, p. 4).

         Saybolt has hired three laboratory technicians in Louisiana since Bartlett began working for Saybolt. Cowan interviewed Derrick Freman and Chris Arnold who came from AmSpec and started working for Saybolt in the first quarter of 2017. (Doc. 245-2, p. 4). They were hired with no assistance from Bartlett. (Doc. 245-2, p. 4). Cowan recruited Derrick Freman (Doc. 245-2, p. 6). Cowan also hired Andrew Poland. (Doc. 245-2, p. 5).

         According to Hugh Freeman, when Hugh Freeman gave notice that he was leaving Saybolt to work to AmSpec, Bartlett called him and said:

AmSpec was not a good company to work for, that they couldn't be trusted, that if I was going to AmSpec, that I better have my offer - that I better have it in writing, the offer. They were - where he worked at, they -- you had to go ask for everything that you needed during your daily - Him daily working in the lab, stuff that should be readily available, he would have to go ask for it.

(Doc. 203-6, p. 3). According to Freeman, Bartlett said he did not get paid what AmSpec had originally discussed and that he tried to talk with them about it, but nothing was done. (Doc. 203-6, p. 4). Bartlett said AmSpec was a bad company and “you couldn't trust upper management, ” and specifically mentioned Malcolm. (Doc. 203-6, p. 4). Bartlett told Freeman that AmSpec “was a shitty company to work for.” (Doc. 203-6, p. 5).

         According to Bartlett, Cowan told him Freeman had turned in his notice and Cowan asked Bartlett to call Freeman and share his past experiences with him and see if he could talk him out of leaving. (Doc. 203-1, p. 13). Bartlett says he was referring to his past experiences with Camin Cargo. (Doc. 203-1, pp. 13-14). Bartlett testified that he never discussed his experience with AmSpec, but he admits telling Freeman that “it was a better opportunity with Saybolt.” (Doc. 203-1, p. 14).

         Travis Stair also testified that Bartlett told him AmSpec “was a shitty company to work for.” (Doc. 203-9, p. 3). Stair says Bartlett told him “it was extremely hard to get anything done there because everything was kept under lock and key, that he had worked under Frey who he called an asshole.” (Doc. 203-9, p. 3). Stair testified that Bartlett said AmSpec “had done him wrong” - that they had promised him one thing and had not given it to him and that upper management were “snakes.” (Doc. 203-9, pp. 3-4). Bartlett reportedly told him that he “better be damn sure to get everything I wanted in writing because they didn't keep their promises, that they would promise you the moon, hire you in, you know, use you for what you knew and let you go.” (Doc. 203-9, p. 4). Stair said Bartlett mentioned other companies he had worked for such as Camin Cargo when he listed his background and qualifications but did not talk about his experiences there. (Doc. 203-9, p. 4).

         Gary Lynch testified that Bartlett told him about his time with AmSpec and that they could not be trusted. (Doc. 203-7, pp. 3-4). Lynch said Bartlett came in with Cowan to try to talk people out of leaving.

         Bartlett says he never said anything negative to Freeman, Stair, Huang, or any other employee of Saybolt about AmSpec. (Doc. 203-1, p. 15, 21). Bartlett admits saying that Mr. Thieler had told him a salary range and when he started it was a lot less and then giving general advice that he wished he had gotten it in writing. (Doc. 203-1, pp. 15-16). Bartlett says he felt and told Freeman, being close to his age, that “it may not work out for you and you are let go or are out of work for any reason, it is basically much harder to find employment. That was my experience.” (Doc. 203-1, p. 17).

         Cowan asked Bartlett to let him know if he knew of anyone in the area that could possibly be a good fit for a manager role at Saybolt. (Doc. 203-5, p. 5). According to Cowan, he told Bartlett that if he knew anyone in the area, to call and put them in touch with him. (Doc. 203-5, p. 5). Bartlett talked to Brian Stahl at Chevron. (Doc. 203-5, p. 5).

         As Branch Manager of Louisiana at Saybolt, Bartlett's duties include trying to grow the business. (Doc. 203-1, p. 50). Bartlett put together a PowerPoint presentation with an analysis of the Louisiana market. (Doc. 203-5, p. 6). Bartlett testified that Saybolt had asked him to put together a business plan targeting business and potential talent in the area and he put together one slide for that listing 15-20 people. (Doc. 203-1, pp. 24-25). He also put together several PowerPoint slides for the marketing survey listing the different terminals, refineries and approximate dollar values given to the amount of work. (Doc. 203-1, p. 26). He drafted a pie chart with the different spokes for companies and the approximate market share for each one. (Doc. 203-1, p. 26). There was a slide listing potential customers by the company names and the names of the particular schedulers to approach. (Doc. 203-1, p. 26). Two AmSpec employees, Russell Bujol and Ben McKinney, were on the list. (Doc. 203-1, p. 27). The PowerPoint lists the customers with whom Mr. McKinney has a relationship, McKinney's current salary, and says he “brings ...


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