Aquent LLC v. Mary Stapleton & Italent LLC
65 F. Supp. 3d 1339
M.D. Fla.2014Background
- Aquent is a global staffing firm that protects confidential client and talent data stored in a secure database.
- Stapleton served as Vice President and Managing Director of certain divisions at Aquent for about eight years and resigned on Sept. 27, 2013.
- Before leaving, Stapleton began working for iTalent, a competitor, and downloaded substantial information from Aquent’s databases for use at iTalent.
- Stapleton allegedly violated Aquent’s confidentiality agreement by accessing information after leaving Aquent and while at iTalent, and she allegedly recruited Aquent subordinates to join iTalent.
- Aquent asserts multiple counts against Stapleton (CFAA, trade secrets, unfair competition, fiduciary duty, loyalty) and against iTalent (aiding and abetting fiduciary and loyalty breaches, interference with advantageous relations).
- The court denied the motions to dismiss and noted Delaware law governs fiduciary duties; trade secrets injunction had previously been entered; summary-judgment motions were not granted at this stage.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| CFAA loss/damage and authorization | Aquent argues Stapleton’s conduct caused loss and damage exceeding $5,000 and she exceeded authorized access. | Stapleton contends either no loss/damage or no exceeded authorization. | CFAA claims survive; loss and damage adequately pled; exceeds authorization depends on broad Rodriguez standard. |
| Breach of fiduciary duty under Delaware law | Stapleton as VP/manager owed fiduciary duties to Aquent; breach supported by concealment and misappropriation. | Delaware law requires managerial status; Amended Complaint does not showStapleton as a manager. | Court declines to dismiss; finds Stapleston’s role supports fiduciary duties under Delaware law. |
| Breach of the duty of loyalty | Duty of loyalty exists alongside fiduciary duties; alleged breaches by Stapleton breached loyalty. | If fiduciary duty exists, loyalty claim subsumes or is redundant. | Denied; duty of loyalty claim survives even if fiduciary claim remains. |
| Aiding and abetting breach of fiduciary duty by iTalent | iTalent knowingly aided Stapleton’s breach and provided assistance (access, devices, payment). | Underlying fiduciary claim may be flawed; need adequate substantial assistance. | Denied; Florida aiding-and-abetting standard satisfied by pleaded facts. |
| Interference with advantageous relationships | At-will relationship with customers can be tortiously interfered with by Stapleton and iTalent. | Seelta limits at-will interference; need to show contractual relationship with customers. | Denied; Florida authorities support tortious interference with at-will employment relationships. |
Key Cases Cited
- United States v. Rodriguez, 628 F.3d 1258 (11th Cir. 2010) (broad view of exceeding authorized access under CFAA in employer context)
- United States v. Nosal, 676 F.3d 854 (9th Cir. 2012) (exceeding authorization—information-access restrictions scope)
- Gantler v. Stephens, 965 A.2d 695 (Del. 2009) (officers/agents owe fiduciary duties; Delaware fiduciary doctrine)