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Western Institutional Review Board, Inc. v. Jenkins

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

April 17, 2018

WESTERN INSTITUTIONAL REVIEW BOARD, INC., a Delaware Corporation, Plaintiff,
CHRISTOPHER L. JENKINS, an individual and Texas resident, Defendant.


          BENJAMIN H. SETTLE United States District Judge

         This matter comes before the Court on Defendant Christopher L. Jenkins's (“Jenkins”) motion to dismiss (Dkt. 39). The Court has considered the pleadings filed in support of and in opposition to the motion and the remainder of the file and hereby grants the motion for the reasons stated herein.

         I. BACKGROUND

         Plaintiff Western Institutional Review Board, Inc. (“WIRB”) is a Delaware corporation with its headquarters in Puyallup, Washington. Dkt. 1. WIRB provides biosafety consulting to private companies and institutions devoted to scientific research.

         Jenkins was a resident of St. Louis, Missouri, when he was hired as WIRB's Director of Biosafety in 2012. Dkt. 30-1 at 2. In October 2013, Jenkins's job title changed to Director of Consulting and one month later, on November 4, 2013, Jenkins and WIRB executed an employment agreement (“the 2013 Contract”). Dkt. 1 at 10. The 2013 Contract provided for: (1) a non-compete clause lasting for two years following termination, (2) a non-solicitation agreement lasting for three years following termination, and (3) designation of Washington State as venue and choice of law. Dkt. 1 at 11-13.

         In or around November 2015, Jenkins resigned from full-time employment but continued his relationship with WIRB as an independent contractor. On December 11, 2015, the parties executed a Contracted Services Agreement (“the 2015 Contract”), which included non-compete and non-solicit clauses lasting one year following termination. Dkt. 23 at 14 (under “Restrictive Covenants”). In addition, the agreement included an integration clause in which the terms within that contract superseded all other prior oral or written understandings and agreements between WIRB and Jenkins. Id. at 15. However, unlike the 2013 Contract, the 2015 Contract did not include a choice of law and venue clause.

         In July 2016, Jenkins terminated his relationship with WIRB and relocated to Texas for his new employment with the University of Texas, Austin. On November 23, 2016, Alan Lefkowitz, Chief Legal Officer to WIRB, released Jenkins from the non-compete clause of the 2013 Contract. Dkt. 10-1 at 42. Jenkins claims the release was necessary for him to assist his former employer, WIRB, in securing a contract with his new employer, the University of Texas. Dkt. 10 at 9.

         On February 6, 2017, the University of Texas notified Jenkins that his employment would be terminated in the following month. On February 22, 2017, Jenkins formed his own business, Clinical Biosafety Services, LLC (“CBS”). Dkt. 10-1 at 49. CBS thereafter contracted with and provided service for ViroMed, a former client to WIRB.

         On May 17, 2017, WIRB filed suit against Jenkins and CBS, seeking a temporary restraining order, preliminary injunction, and permanent injunction from a state trial court in Travis County, Texas (“Texas Court”). Dkt. 10-2. WIRB's complaint alleged that Jenkins violated the 2015 Contract by soliciting new business from WIRB's previous clients and misappropriating WIRB's proprietary forms. The Texas Court granted the temporary restraining order but denied the request for a preliminary injunction.

         On July 10, 2017, WIRB filed another complaint against Jenkins in this Court asserting similar claims for breach of contract and misappropriation and misuse of trade secrets. Dkt. 1. The only noteworthy difference between the two complaints is that WIRB alleges Jenkins breached the 2015 Contract in the Texas Court and the 2013 Contract in this Court. Id. On August 1, 2017, Jenkins moved to dismiss, or alternatively stay, on grounds of the first-to-file rule, forum non conveniens, the absention doctrine, failure to state a claim, and lack of personal jurisdiction. Dkt. 10. On September 26, 2017, the Court denied Jenkins's motion to dismiss but granted a stay for 90 days so that the parties could seek a ruling by the Texas Court as to whether the 2015 Contract supersedes the 2013 Contract. Dkt. 26. The Court noted that resolving the supersession issue will preserve resources for the parties and avoid “inconsistent or duplicative findings.” Id.

         On January 17, 2018, the Texas Court ruled that the 2015 Contract supersedes the 2013 Contract. Dkt. 40-2. On February 1, 2018, Jenkins moved to dismiss: (1) WIRB's breach of contract and injunctive relief claims because the 2013 Contract is not enforceable, and (2) WIRB's misappropriation and misuse of trade secrets claim because this Court lacks personal jurisdiction over Jenkins. Dkt. 39. On February 20, 2018, WIRB filed an opposition requesting denial of Jenkins's motion to dismiss or, in the alternative, a stay regarding the contract issue because WIRB planned to appeal the Texas Court's ruling. Dkt. 44. On February 23, 2018, Jenkins responded to WIRB's opposition to the motion to dismiss. Dkt. 45. On March 15, 2018, WIRB notified this Court that it no longer seeks to appeal the Texas Court's ruling on the issue of contract supersession. Dkt. 46.


         A. Breach of Contract

         Jenkins argues that WIRB's breach of contract claim should be dismissed because the 2013 Contract, which this claim is based on, has been superseded and therefore no longer enforceable. Dkt. 39 at 2. In Washington, a plaintiff claiming breach of contract must prove: (1) that a valid agreement existed between the parties, (2) the agreement was breached, and (3) the plaintiff was damaged. Univ. of Wash. V. Gov't Emps. Ins. ...

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