United States District Court, N.D. New York
Plaintiff: Robert J. Smith Cristopher M. Militello Costello,
Cooney & Fearon, PLLC.
Defendant: Lauren M. Paxton OlenderFeldman LLP.
MEMORANDUM-DECISION AND ORDER
Brenda K. Sannes, United States District Judge.
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.
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.” (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. ¶
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.” (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
(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).
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.”
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).
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.”
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 ...