United States District Court, N.D. Ohio, Eastern Division
TARKETT USA, INC. Plaintiff,
HARNIX CORP., et al., Defendant.
CHRISTOPHER A. BOYKO United States District Judge
matter is before the Court on Defendant Gilles de
Beaumont's Motion to Dismiss for Lack of Personal
Jurisdiction or, in the Alternative, Motion to Transfer
Venue. (ECF # 7). For the following reasons, the Court
grants, in part, Defendant's Motion.
to Plaintiff Tarkett USA, Inc.'s (“Tarkett”)
Complaint, Gilles de Beaumont was a long time employee of
Tarkett and Tarkett's predecessors. In 1996, Tarkett,
through its predecessors Azrock Industries, Inc. and National
Floor Products Company, Inc., entered into an Agreement with
Harnix Corporation d/b/a Linron that involved the reselling
of Tarkett products to Walmart. Under the Agreement, Linron
would manage the installation process of the Tarkett
products. The Agreement contained a non-compete clause
wherein Defendants agreed not to sell competing products to
also managed the removal of Tarkett products at Walmart
stores wherein the old flooring was removed and returned to
Tarkett for recycling and use in new Tarkett products. These
include vinyl composite tile (“VCT”), which
consists of approximately 30% recycled materials, thereby
reducing Tarkett's costs and supporting Tarkett's
relationship continued for nearly twenty years with an
average of $14, 500, 000 of Tarkett products sold to Walmart
through 2013. During this time the VCT product sold to
Walmart was manufactured in Texas. In 2014, Tarkett moved its
VCT production operation to Alabama.
August 7, 2015, Linron gave Tarkett notice it was terminating
the 1996 Agreement. Tarkett acknowledged receipt of the
notice and reminded Linron of the prohibited activities
clause, including the non-compete provision, that would
remain in effect for one year. In spite of the contractual
non-compete clause, Defendants have competed with Tarkett in
violation of their obligations under the 1996 Agreement.
1996, the VCT produced by Tarkett was manufactured in Texas.
De Beaumont was Tarkett's Texas-based executive
responsible for the manufacturing and sales of the VCT. In
his role as a Tarkett executive, Tarkett alleges de Beaumont
had access to Tarkett's confidential and proprietary
information including, but not limited to, product
information, product development and design, the identity of
customers and employees; manufacturing and plant operations,
vendor information; marketing information and strategies;
sales training techniques and programs; acquisition and
divestiture opportunities and discussions; and data
processing and management information systems, programs and
2014, Tarkett moved its VCT manufacturing operation from
Texas to Alabama. As a result of the move, de Beaumont was
reassigned by Tarkett to Montreal, Canada as a sales manager.
De Beaumont terminated his employment with Tarkett shortly
thereafter. De Beaumont signed a Separation Agreement with
Tarkett wherein he agreed not to compete with Tarkett for one
year after the conclusion of his employment with Tarkett. The
Separation Agreement also contained a non-disclosure clause.
According to Tarkett, de Beaumont went to work for Linron, a
competitor of Tarkett and disclosed Tarkett confidential
information to Linron, both in violation of the Agreement.
Tarkett alleges Breach of Contract and Tortious Interference
with Business Relationships claims against de Beaumont.
Beaumont moves to dismiss this action or transfer to Texas.
According to de Beaumont, the Court lacks personal
jurisdiction over him as his contacts with the State of Ohio
are minimal. De Beaumont does not challenge the sufficiency
of his contacts with the State of Ohio in order to satisfy
Ohio's long-arm statute. Instead, he focuses his
challenges on the Due Process requirements of personal
jurisdiction. De Beaumont contends any contacts he has had
with the State of Ohio have been random, fortuitous or
attenuated. His Separation Agreement did not contemplate him
having any action or continuing obligation in Ohio. Although
he spent two days in Ohio negotiating the Separation
Agreement, it was only because Plaintiff was located there.
Although the Separation Agreement contains a choice of law
clause, naming Ohio law as the applicable law to be applied
to any disputes, there is no venue provision. Thus, according
to de Beaumont, he never purposefully availed himself of the
privilege of acting in the State of Ohio.
according to de Beaumont, Plaintiff cannot demonstrate that
its claims against de Beaumont arose out of his contacts with
Ohio. Any alleged breach of the Separation Agreement
necessarily occurred outside Ohio as did his allegedly
tortious interference with Plaintiff's business
de Beaumont contends it would be unreasonable to hale him
into court in Ohio because the Separation Agreement clearly
contemplates he was to fulfill his contractual obligations in
Texas, not Ohio. Therefore, the Court lacks any personal
jurisdiction over de Beaumont.
Beaumont requests alternatively that should the Court find it
has personal jurisdiction over him, for the convenience of
the parties the case be transferred to Texas where the
private and public interest factors favor venue in that
to Plaintiff, de Beaumont was a corporate executive with
Tarkett for ten years when its headquarters were located in
northeast Ohio. As a Tarkett corporate executive, de Beaumont
traveled to Ohio regularly, communicated with Ohio, received
payments, supplies and reimbursement monies from Ohio and
signed his Separation Agreement containing an Ohio choice of
law clause. De Beaumont also caused injury in Ohio by
disparaging Plaintiff to prospective and current customers of
Plaintiff in order to divert business away from Plaintiff.
All of this is sufficient to establish the Court's
personal jurisdiction over de Beaumont.