Adnet, Inc. v. Rohit Soni, 66 F.4th 510

Adnet held a time-limited Army contract and its employees Soni and Barr (and contractor Laird) worked on the project; while employed they formed RoLaJa, LLC.
GDIT planned to take over the work after Adnet’s contract expired and initially solicited Adnet’s pricing; GDIT’s program director indicated interest in keeping Adnet on the team.
While still employed by Adnet, Defendants (via RoLaJa) contacted GDIT, submitted capability information and a ROM, and later submitted a competitive proposal when GDIT issued an RFP.
GDIT awarded the subcontract to RoLaJa; Adnet’s proposal was deemed noncompliant for missing resumes and Adnet then terminated the employees.
Adnet sued in Virginia state-law claims (breach of duty of loyalty against Soni and Barr; tortious interference and business conspiracy against all Defendants); the district court granted summary judgment to Defendants.
The Fourth Circuit reversed in part and vacated in part, holding triable issues exist as to breach of loyalty and tortious interference and remanding the conspiracy claim.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Breach of duty of loyalty	Soni and Barr learned of the subcontract through employment, then directly competed while still employed, breaching loyalty	Their conduct was preparatory to post-employment competition and permissible; plaintiff must meet Williams examples	Reversed: court rejects district court’s narrow view of Williams; triable dispute that direct competition while employed can breach loyalty
Tortious interference with business relationship	Adnet had a business expectancy in the subcontract (GDIT’s statements, inclusion of Adnet pricing, rarity of competition at GDIT); but for defendants’ misconduct Adnet likely would have won	GDIT’s decision to compete arose from independent concerns (Adnet’s pricing, lab-cost request), so no probable expectancy or but-for causation	Reversed: material disputes exist about expectancy and causation; summary judgment improper
Business conspiracy	Conspiracy depends on an underlying tort; because underlying torts were dismissed district court dismissed conspiracy	Same	Vacated and remanded because underlying tort claims survive and conspiracy elements must be reconsidered

Williams v. Dominion Tech. Partners, L.L.C., 576 S.E.2d 752 (Va. 2003) (frames employee duty of loyalty and examples of disloyal conduct but not exhaustive)
Commercial Business Systems, Inc. v. Halifax Corp., 484 S.E.2d 892 (Va. 1997) (discusses requirement of a business expectancy and when only subjective hope exists)
Carstensen v. Chrisland Corp., 442 S.E.2d 660 (Va. 1994) (elements for breach of fiduciary duty)
L-3 Commc’ns Corp. v. Serco, Inc., 926 F.3d 85 (4th Cir. 2019) (explains probability standard for business expectancy beyond mere possibility)
Duggin v. Adams, 360 S.E.2d 832 (Va. 1987) (improper methods required to interfere with at-will contracts)
Dunn, McCormack & MacPherson v. Connolly, 708 S.E.2d 867 (Va. 2011) (breach of duty of loyalty may satisfy improper-methods element for tortious interference)
Belmora LLC v. Bayer Consumer Care AG, 987 F.3d 284 (4th Cir. 2021) (summary judgment standard on appeal)
Whitmire v. Southern Farm Bureau Life Ins. Co., 52 F.4th 153 (4th Cir. 2022) (applying state law in federal courts)