United States District Court, S.D. Alabama, Southern Division
CORE LABORATORIES LP f/k/a/ Core Laboratories, Inc. et al., Plaintiffs,
AMSPEC, et al., Defendants.
MEMORANDUM OPINION AND ORDER
V. S. GRANADE, SENIOR UNITED STATES DISTRICT JUDGE
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.
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).
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).
employee agreement was signed on March 23, 2016, by Bartlett
as Employee and by Elizabeth DeBaro for AmSpec and included
the following two clauses:
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
. . . .
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,  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
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).
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).
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).
to Hugh Freeman, when Hugh Freeman gave notice that he was
leaving Saybolt to work to AmSpec, Bartlett called him and
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).
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).
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).
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.
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,
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).
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