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Edifecs, Inc. v. Profant

United States District Court, W.D. Washington, Seattle

June 7, 2017

EDIFECS, INC., Plaintiff,


          JAMES L. ROBART United States District Judge


         Before the court is Defendant David Profant's motion to dismiss Plaintiff Edifecs, Inc.'s (“Edifecs”) complaint for failure to state a claim. (Mot. (Dkt. # 6).) Edifecs opposes Mr. Profant's motion. (Resp. (Dkt. # 16).) The court has considered the motion, the parties' submissions, the relevant portions of the record, and the applicable law.

         Being fully advised, [1] the court DENIES Mr. Profant's motion for the reasons set forth below. In denying Mr. Profant's motion, the court determines that the issues Mr. Profant's motion presents would be better addressed after additional factual development.


         This case arises from Mr. Profant's alleged breach of his non-solicitation agreement with Edifecs and of his fiduciary duty. (See generally Compl. (Dkt. # 10).) Edifecs claims that on January 5, 2015, Mr. Profant began working for Edifecs as Senior Vice President of Sales. (Id. ¶ 2.2.) When he joined the company, Mr. Profant signed a non-solicitation and non-competition agreement (“the Agreement”).[2] (Id. ¶ 4.1.) The Agreement states that

I shall not during the term of my employment and for a period of one year to follow the termination of my employment for any reason, directly, indirectly, or by any action in concert with others . . . induce, attempt to induce, entice, or solicit any employee or consultant of the Company to leave such employment or to engage in, be employed by, perform services for, participate in or otherwise be connected with, either directly or indirectly, me or any enterprise with which I may be associated after termination of my employment with the Company.

(Id. ¶ 4.2; see also id. ¶ 4.1, Ex. 2 (“the Agreement”).)

         Mr. Profant resigned from his position on November 11, 2016, and shortly after joined Welltok, Inc. (“Welltok”) as its Senior Vice President of Sales. (Id. ¶ 4.9.) Edifecs claims that Mr. Profant has actively recruited Edifecs employees from his former sales team to join him at Welltok. (Id. ¶ 1.2.) Specifically, Edifecs asserts that “after [Mr.] Profant's departure from Edifecs, four (out of a total of 23) of Edifecs's U.S. direct sales and sales operations staff resigned.” (Id. ¶ 4.10.) One employee allegedly resigned on December 16, 2016, two employees allegedly resigned on February 1, 2017, and a fourth employee allegedly resigned on February 3, 2017. (Id.) Edifecs claims that none of the employees provided information about where they were going or why and that all of the employees who left knew Mr. Profant and had worked with him at a different employer before they worked at Edifecs. (Id. ¶¶ 4.10, 4.11) After the resignations, Edifecs alleges that three of the former employees began working at Welltok and the fourth employee has joined Welltok or is likely to do so. (Id. ¶ 1.2.) In addition, before the resignations in February, Mr. Profant allegedly informed an Edifecs employee that there would be a “surprise announcement” on February 1, 2017-the day on which two employees resigned. (Id. ¶ 4.12.) Edifecs claims that Mr. Profant then stated there would be another “surprise” a few months later. (Id.)

         Edifecs contends that it employs a “lean” sales staff, which makes it more vulnerable to harm when it loses experienced talent. (Id. ¶ 4.6.) Edifecs claims that by “luring away Edifecs's sales staff, [Mr.] Profant has taken for himself and his new employer the investments Edifecs has made in cultivating the talents of its salespeople.” (Id. ¶ 4.13.) On March 13, 2017, Edifecs filed a complaint in King County Superior Court alleging that Mr. Profant breached the Agreement and his fiduciary duty. (Id. ¶¶ 5.4, 6.3.) On April 11, 2017, Mr. Profant removed the case to this court.[3] (See Not. of Removal (Dkt. # 1).) After removal, Mr. Profant filed a motion to dismiss Edifecs's complaint for failure to state a claim which Edifecs opposes. (See generally Mot.; Resp.) The court now addresses the motion.

         III. ANALYSIS

         A. Legal Standard

         When considering a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), the court construes the complaint in the light most favorable to the nonmoving party. Livid Holdings, Ltd. v. Salomon Smith Barney, Inc., 416 F.3d 940, 946 (9th Cir. 2005). The court must accept all well-pleaded facts as true and draw all reasonable inferences in favor of the plaintiff. Wyler Summit P'ship v. Turner Broad. Sys. Inc., 135 F.3d 658, 661 (9th Cir. 1998). “To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.'” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Id. (citing Twombly, 550 U.S. at 556); Moss v. U.S. Secret Service, 572 F.3d 962, 969 (9th Cir. 2009). Although Federal Rule of Civil Procedure 8 does not require “detailed factual allegations, ” it demands more than “an unadorned, the-defendant-unlawfully-harmed-me accusation.” Iqbal, 556 U.S. at 678 (citing Twombly, 550 U.S. at 555). A pleading that offers only “labels and conclusions or a formulaic recitation of the elements of a cause of action” will not survive a motion to dismiss under Rule 12(b)(6). Id. A court may dismiss a complaint as a matter of law if it lacks a cognizable legal theory or states insufficient facts under a cognizable legal theory. Mendiondo v. Centinela Hosp. Med. Ctr., 521 F.3d 1097, 1104 (9th Cir. 2008); Balistreri v. Pacifica Police Dep't, 901 F.2d 696, 699 (9th Cir. 1990).

         B. ...

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