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Total Quality Logistics, LLC v. Black

United States District Court, S.D. Ohio, Western Division

May 22, 2018

BRENT BLACK, et al., Defendants.



         This matter is before the Court on Defendant's Federal Rule 12(b)(6) Motion to Dismiss Plaintiff's Complaint. (Doc. 16.) Plaintiff filed a memorandum in opposition to which Defendant has replied. (Docs. 17, 18.) For the reasons set forth below, Defendant's Motion will be DENIED at this time, but Plaintiff must file an Amended Complaint, including an allegation supporting this Court's jurisdiction no later than June 7, 2018.

         I. BACKGROUND

         A. Facts

         Plaintiff Total Quality Logistics, LLC (“TQL”) and Defendant Logistic Dynamics, Inc. (“LDI”) are competitors in the freight brokerage industry. (Complaint, Doc. 4 at ¶ 7.) TQL provides its employees with extensive, unique training and requires them to sign employee non-compete agreements to protect its operational secrets and other confidential information. (Doc. 4 at ¶¶ 10, 17.) TQL alleges that LDI knew Black, Geiselhart, and other unnamed employees signed non-compete agreements and intentionally induced employees to breach those agreements to TQL's detriment. (Doc. 4 at ¶¶ 79-86.)

         B. Procedural Posture

         TQL initiated this action in the Court of Common Pleas in Clermont County, Ohio, but Defendants removed the case to this Court alleging diversity jurisdiction pursuant to 28 U.S.C. § 1332. (Notice of Removal, Doc. 1.) TQL originally named three Defendants: Brent Black and Matthew Geiselhart-former TQL employees subsequently employed by LDI-and LDI. (Doc. 4 at ¶¶ 2-4.) TQL alleged claims for breach of contract, breach of fiduciary duty, and misappropriation of trade secrets against Black and Geiselhart, and a claim for tortious interference with a contractual relationship against LDI. (Doc. 4 at ¶¶ 37-86.) However, TQL voluntarily dismissed with prejudice all claims against Black (Doc. 9), and it is does not appear that Geiselhart has been served in this matter. Thus, the only claim properly before the Court at this time is the tortious interference claim against LDI.

         Defendant LDI filed the instant Rule 12(b)(6) Motion to Dismiss (Doc. 16). LDI contends that Plaintiff's tortious interference claim must be dismissed because: (1) the allegations against LDI are conclusory and therefore fail to meet the Twombly/Iqbal pleading standard; and (2) hiring an individual subject to a non-compete agreement does not-without more-amount to tortious interference with contractual relations. (Doc. 16 at PageID 144.) Plaintiff TQL contends that its complaint states an actionable claim against LDI, but, in the alternative, TQL requests leave to amend its complaint. (Doc. 17 at PageID 162-63.)


         Federal Rule of Civil Procedure 12(b)(6) allows a party to move to dismiss a complaint for “failure to state a claim upon which relief can be granted.” Fed.R.Civ.P. 12(b)(6). To withstand a motion to dismiss, a complaint must comply with Federal Rule of Civil Procedure 8(a), which requires “a short and plain statement of the claim showing that the pleader is entitled to relief.” Ashcroft v. Iqbal, 556 U.S. 662, 677-78 (2009) (quoting Rule 8(a)).

         A complaint must include sufficient facts to state a claim that is plausible on its face and not speculative. Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555, 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.” Iqbal, 556 U.S. at 678. Mere “labels and conclusions [or] a formulaic recitation of the elements of a cause of action” will not suffice. Twombly, 550 U.S. at 555. A complaint must contain “either direct or inferential allegations respecting all material elements to sustain a recovery under some viable legal theory.” DiGeronimo Aggregates, LLC v. Zemla, 763 F.3d 506, 509 (6th Cir. 2014) (citation omitted). However, it “does not need detailed factual allegations” or “heightened fact pleading of specifics.” Twombly, 550 U.S. at 555, 570. A district court examining the sufficiency of a complaint must accept well-pleaded facts as true, but not legal conclusions or legal conclusions couched as factual allegations. Iqbal, 556 U.S. at 678-79; DiGeronimo Aggregates, 763 F.3d at 509.

         Allegations based upon information and belief are appropriate only “where a complaint contains supporting factual allegations.” Cassidy v. Teaching Co., LLC, No. 2:13-CV-884, 2014 WL 1599518, at *3 (S.D. Ohio Apr. 21, 2014). A plaintiff “must plead facts that create a permissible inference of wrongdoing.” In re Darvocet, Darvon, & Propoxyphene Prods. Liab. Litig., 756 F.3d 917, 931 (6th Cir. 2014) (internal quotation and citation omitted). “The mere fact that someone believes something to be true does not create a plausible inference that it is true.” Id.

         In the case at bar, TQL's single claim against LDI states, in its entirety:

77. Plaintiff incorporates by reference all of the previous paragraphs set forth in this Verified Complaint as if ...

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