The opinion of the court was delivered by: Nickerson, District Judge.
Plaintiff brought this action claiming that defendants have
improperly procured and used plaintiff's trade secrets and
proprietary business information.
Defendants move to dismiss the complaint on the grounds that
1) plaintiff failed to join an indispensable party; 2) the
court lacks personal jurisdiction over defendants; 3) plaintiff
improperly served process; and 4) venue is improper.
Plaintiff cross-moves to hold defendants in contempt for
failure to comply with a preliminary injunction to which they
consented. The preliminary injunction required defendants to
return all documents containing trade secrets and enjoining
them from using the trade secrets disclosed in the documents or
soliciting the customers identified in them.
For the purposes of the motion to dismiss, the court accepts
the facts alleged in the complaint as true.
Plaintiff operates several corporate conference center
facilities nationwide. Until November 1990, it operated a
center in Heritage Village, Connecticut. The center is owned by
Triangulum Associates, ("Triangulum"). Plaintiff operated it
under a management agreement with Triangulum. In September
1990, Triangulum notified plaintiff that it was in default of
the management agreement and that Triangulum was entitled to
terminate it. In the early morning of December 9th, 1990,
Triangulum telecopied a notice of termination to plaintiff and
at the same time, accompanied by uniformed security guards,
physically ousted plaintiff's personnel from the conference
Prior to the takeover, Triangulum had retained Andrew Dolce
and John Marenzana. They are principals of companies, here
named as defendants, which operate conference centers competing
with those operated by plaintiff. Triangulum engaged the
defendant companies to operate the Heritage Village Center
after it ousted plaintiff.
During the takeover, defendants entered the office occupied
by plaintiff's national sales staff and took possession of
documents used by plaintiff to market all of its conference
centers including pricing and occupancy information, customer
files, and customer and employee evaluations. Defendants have
used these documents to gain a competitive advantage over
The complaint makes claims for misappropriation of trade
secrets, unfair competition, and conversion.
Defendants say that the court should dismiss the action under
Rule 19(b) of the Federal Rules of Civil Procedure. They say
that plaintiff has failed to join plaintiff's Connecticut
subsidiary, Harrison Conference Center of Heritage Village,
Inc. ("Harrison-Heritage Village"), and that while the
subsidiary is indispensable to the action, its joinder would
destroy diversity and leave the court without subject matter
Rule 19(b) provides in pertinent part that if a person whose
joinder is sought cannot be made a party;
the court shall determine whether in equity and
good conscience the action should proceed among
the parties before it, or should be dismissed, the
absent person being thus regarded as
indispensable. The factors to be considered by the
court include: first, to what extent a judgment
rendered in the person's ...