United States District Court, W.D. Washington, Tacoma
WESTERN INSTITUTIONAL REVIEW BOARD, INC., a Delaware Corporation, Plaintiff,
CHRISTOPHER L. JENKINS, an individual and Texas resident, Defendant.
ORDER GRANTING DEFENDANT'S MOTION TO
BENJAMIN H. SETTLE United States District Judge
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
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
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.
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within that contract superseded all other prior oral or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.
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.
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.
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.
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
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.
Breach of Contract
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. ...