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John Mezzalingua Associates, LLC v. Braunschweig

United States District Court, N.D. New York

January 14, 2020


          For Plaintiff: Robert J. Smith Cristopher M. Militello Costello, Cooney & Fearon, PLLC.

          For Defendant: Lauren M. Paxton OlenderFeldman LLP.


          Hon. Brenda K. Sannes, United States District Judge.


         Plaintiff John Mezzalingua Associates, LLC filed a complaint in New York Supreme Court, Onondaga County against Defendant Darlene Braunschweig, a former employee, for breach of contract (First Claim) and tortious interference with prospective business relations (Second Claim). (Dkt. No. 2). On March 26, 2019, Defendant removed this action under 28 U.S.C. § 1446 to this Court based on diversity jurisdiction under 28 U.S.C. § 1332. (Dkt. Nos. 1, 2). Defendant now moves under Fed.R.Civ.P. 12(b)(6) to dismiss the complaint for failure to state a claim. (Dkt. No. 7). Plaintiff opposes. (Dkt. No. 12). For the reasons set forth below, the motion is denied as to Plaintiff's breach of contract claim and granted as to the tortious interference claim.

         II. FACTS[1]

         Plaintiff is a limited liability corporation located in Liverpool, New York “engaged in the business of manufacturing products and software for use in the construction of 5G wireless communication networks.” (Dkt. No. 2, ¶¶ 1, 5). Defendant was employed by Plaintiff as “Vice President, Business Development from November 17, 2014 until December 11, 2017” and “represented [Plaintiff] in negotiations to have its products used in the buildout of 5G wireless network capabilities for the Resort World casino” “currently under construction in Las Vegas, Nevada.”[2] (Id. ¶¶ 6, 8). While employed by Plaintiff, Defendant was “privy to trade secrets and confidential information essential to the success of [Plaintiff's] business, ” including, but not limited to, “client lists, corporate relationships, and products and services offered by [Plaintiff] and its competitors.” (Id. ¶¶ 6-7). As a result of Defendant's position with Plaintiff, “the information” she possessed “posed a threat” to Plaintiff's “economic viability and success . . . if disclosed to third parties.” (Id. ¶ 7).

         Upon Defendant's “separation from employment” with Plaintiff, the parties “entered into a Severance Agreement” in which they “agreed to certain stipulations, ” including “consideration, terms, and requirements.”[3] (Id. ¶ 9) The Severance Agreement contains the following restrictive covenant:

In consideration for the Severance Benefits provided for under this Agreement, the Employee agrees, that for a period of six (6) months following the execution of this Agreement, that she will not, directly or indirectly, own, manage, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business competitive with the Company. Furthermore, Employee agrees that following her separation from employment, she will not directly or indirectly affect and/or disrupt any of the Company's pending or future sales.

(Dkt. No. 7-3, at 3). “As consideration for the restrictions on Defendant's activity, ” she was paid a total of $132, 500.00. (Dkt. No. 2, ¶ 12).

         In or about August 2018, “Defendant became employed with Strategic Venture Partners” (“SVP”). (Id. ¶ 13). SVP is an “‘integrator' in the field of wireless communications” that provides “design, financing and related services to project owners seeking to build out wireless communications capabilities.” (Id.). In September 2018, SVP was “retained as an ‘integrator' on the Resort World casino project.” (Id. ¶ 14). As an SVP employee, Defendant “assist[ed] Resort World in selecting an original equipment manufacturer for hardware to be used in building out Resort World's wireless network.” (Id.).

         On or about September 24, 2018, Plaintiff's employees Daniel Cassinelli, Chris Wixom, and Eli Fischer contacted Defendant to express Plaintiff's “interest in providing the hardware needed for Resort World's wireless network project.” (Id. ¶ 15). Defendant responded that Resort World had not yet “selected a vendor to provide the equipment needed for the project and that she would provide [Plaintiff] with the information needed to provide a competitive bid.” (Id. ¶ 15). Defendant was “instrumental and exercised great influence over Resort World's selection of an original equipment manufacturer for its network project.” (Id. ¶ 16).

         On or about December 12, 2018, Wixom and Fischer met with Chad Mostats, Resort World's Vice President of Information Technology, regarding its network project. (Id. ¶ 17). During this meeting, Mostats stated that “he was relying on Defendant and SVP to make recommendations on the design and procurement of equipment for the network project” and referred Wixom and Fischer to Defendant regarding Plaintiff's “interest in bidding to provide the equipment for the project.” (Id.).

         That same day, after meeting with Mostats, Wixom and Fischer “met with Defendant regarding the Resorts World network project.” (Id. ¶ 18). During this meeting, “Defendant expressed that she has a strong connection with SOLiD Gear, Inc.” (“SOLiD”), Plaintiff's “primary competitor in bidding upon the Resorts World Project, ” and that Defendant believed Plaintiff's “cost to supply equipment would be $1, 500, 000 more” than SOLiD's price, despite the fact that Plaintiff “had not submitted a formal bid ...

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