Advantor Systems Corporation v. DRS Technical Services, Inc.
678 F. App'x 839
| 11th Cir. | 2017Background
- Advantor designed and installed proprietary intrusion detection systems (IDS) at multiple Air Force bases and provided maintenance, training, and manuals labeled confidential.
- SPAWAR consolidated base maintenance into a single contract; DRS (eligible to be prime) bid and won the SPAWAR contract, which replaced Advantor’s individual contracts and foreclosed Advantor from bidding as prime.
- Advantor and DRS entered an NDA during subcontract negotiations; Advantor provided a subcontract proposal containing a price quote, site list, and a short past-performance sheet.
- DRS recruited broadly and hired three former Advantor technicians (who had confidentiality and non-compete obligations); DRS also received and circulated Advantor manuals from government sources and received emails from one ex-employee describing Advantor-specific techniques.
- Advantor sued DRS for breach of the NDA (Virginia law), tortious interference with employment agreements (Florida law), and misappropriation under Florida’s Uniform Trade Secrets Act (FUTSA); the district court granted summary judgment for DRS and issued discovery/expert exclusion and sanctions orders.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of NDA (proprietary-use and no-direct-hire clauses) | Advantor: DRS used Advantor’s proposal info and hired Advantor personnel in violation of the NDA | DRS: Did not breach the NDA; its conduct did not violate the agreement's terms | Court: Affirmed summary judgment for DRS on NDA breach — no triable breach shown |
| Tortious interference with employment agreements (non-compete/confidentiality) | Advantor: DRS intentionally induced breaches, gained Advantor-specific know-how, and caused lost business | DRS: No intent to induce breach; not in competitive posture such that hires violated non-competes; any hiring was lawful recruitment | Court: Reversed summary judgment — material facts exist on intent, interference, and causation (non-compete portion sustained to jury); confidentiality subclaim remanded for further analysis |
| FUTSA — three categories (subcontract proposal, Manuals, Larson emails) | Advantor: Proposal, manuals, and ex-employee emails were trade secrets misappropriated and used to self-perform, causing lost profits/disgorgement | DRS: Proposal items not secret; government had rights to manuals; alleged emails lacked trade-secret quality or misuse | Court: Affirmed summary judgment as to subcontract proposal (not trade secrets); reversed/remanded as to Manuals and Larson emails (trade-secret status, government data-rights, misappropriation, and causation require factual/legal resolution) |
| Discovery of DRS financials, exclusion of damages expert, and sanctions against Advantor | Advantor: Financials and expert testimony are relevant to lost-profit/disgorgement/punitive damages; sanctions were improper | DRS: Financials and expert unnecessary because Advantor lacks viable injury/causation; emergency stay motion baseless | Court: Vacated discovery and expert exclusion orders for reconsideration (because material causation issues remain); reversed sanctions order |
Key Cases Cited
- Zibtulda, LLC v. Gwinnett Cty., 411 F.3d 1278 (11th Cir.) (standard of review for summary judgment)
- Filak v. George, 594 S.E.2d 610 (Va. 2004) (elements of breach of contract under Virginia law)
- Chicago Title Ins. Co. v. Alday-Donalson Title Co. of Fla., Inc., 832 So. 2d 810 (Fla. 2d DCA) (causation requirement in tortious interference)
- Am. Red Cross v. Palm Beach Blood Bank, Inc., 143 F.3d 1407 (11th Cir.) (FUTSA elements under Florida law)
- Gen. Elec. Co. v. Joiner, 522 U.S. 136 (1997) (standard for admissibility of expert testimony)