Aquate II, LLC v. Jessica Myers
100f4th1316
| 11th Cir. | 2024Background
- Two tribally owned businesses (AQuate II, LLC and Kituwah Services, LLC), eligible under the Small Business Administration’s 8(a) program, competed for a federal contract.
- A former AQuate employee (Myers) allegedly misappropriated confidential trade secret information, and, upon joining Kituwah, used it to help Kituwah bid on the same contract.
- AQuate sued Kituwah and Myers in federal court for trade secret misappropriation and breach of contract, seeking a preliminary injunction.
- Kituwah claimed tribal sovereign immunity, and Myers argued her employment contract required disputes be litigated in a designated tribal court, whose very existence was challenged.
- The district court dismissed the suit: finding no sovereign immunity waiver for Kituwah, dismissing Myers under Rule 19, and enforcing the forum selection clause to foreclose the breach of contract claim.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did Kituwah waive sovereign immunity under 8(a)? | The claims are "related to" Kituwah’s 8(a) program involvement. | The claims are not related to actual 8(a) program participation. | Waiver applies; AQuate's claims relate to 8(a) participation. |
| Dismissal of Myers due to Rule 19 | Not warranted if Kituwah can be sued. | Kituwah is a necessary and indispensable party. | Reversed: dismissal erroneous since Kituwah can be sued. |
| Enforceability of forum selection clause | Clause should not apply since the tribal court does not exist. | Clause is valid; dispute must go to designated tribal court. | District court erred, must first determine if court exists. |
| Dismissal for forum non conveniens | Not proper; clause unenforceable if forum is illusory. | Proper under clause pointing to specified tribal court. | Premature; remand for evidentiary hearing on forum existence. |
Key Cases Cited
- Kiowa Tribe of Oklahoma v. Mfg. Techs., Inc., 523 U.S. 751 (Indian tribes are generally immune from suit absent clear waiver)
- The Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (forum selection clauses are prima facie valid unless enforcement is unreasonable)
- Morales v. Trans World Airlines, Inc., 504 U.S. 374 ("relating to" is a broad, inclusive phrase)