Corporate Claims Mgmt., Inc. v. Shaiper (In re Patriot Nat'l Inc.)
592 B.R. 560
Bankr. D. Del.2018Background
- CCMI (acquired by Patriot in 2015) provides claims administration and had COO Michelle Shaiper until December 2017; she signed a Non‑Interference Agreement (governed by Florida law) and an Employment Agreement.
- While still at CCMI Shaiper allegedly held a meeting soliciting employees to join a "bigger plan," then resigned, was fired for cause, and began working for Brentwood in January 2018.
- After her departure Brentwood allegedly hired ~30 CCMI employees and acquired 15 CCMI customers (≈ $3.4M annual revenue). CCMI filed Chapter 11 and this adversary proceeding.
- CCMI pleads 13 counts: bankruptcy claims (automatic stay, turnover), trade secret claims under MUTSA, FUTSA and DTSA (Customer List and other confidential business information), and various Missouri state tort claims (breach of contract, fiduciary duty, tortious interference, aiding/abetting, unjust enrichment, civil conspiracy).
- Defendants moved for judgment on the pleadings; the court applied the Twombly/Iqbal plausibility standard and evaluated which claims survive, are preempted by MUTSA, or fail as a matter of law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did Defendants willfully violate the bankruptcy automatic stay by using debtor's information post‑petition? | CCMI: Defendants continued to use "Misappropriated Information" post‑petition (continuous use). | Defendants: Alleged only passive possession, not an affirmative post‑petition act; also dispute that information is estate property. | Denied motion — CCMI plausibly alleged post‑petition use and that contractual rights and proprietary information may be estate property. |
| Is turnover under §542 available for the Misappropriated Information? | CCMI: Information is in defendants' possession, usable under §363, and materially valuable (~$3.4M). | Defendants: Value is speculative; CCMI omitted trade secrets from bankruptcy schedules (judicial estoppel). | Denied motion — CCMI pleaded the three elements and judicial estoppel not shown. |
| Do the alleged customer lists and other materials qualify as trade secrets under Missouri law (MUTSA)? | CCMI: Customer lists and other confidential data are trade secrets and were protected. | Defendants: Customer lists are not trade secrets under Missouri precedent. | Granted in part/Denied in part — Under Missouri law customer lists are not trade secrets (Western Blue); the Non‑Customer materials (pricing, contracts, preferences, employee info) were pleaded sufficiently as possible trade secrets. |
| Are FUTSA and DTSA claims viable? | CCMI: Parallel claims under FUTSA (Florida) and DTSA mirror state claims. | Defendants: Challenge sufficiency and reach (Brentwood lacks contract connection to Florida non‑interference term). | FUTSA: Survives against Shaiper (Florida law governs her contract); dismissed as to Brentwood. DTSA: Mirrors state law outcomes — survives in part (Non‑Customer materials against Brentwood; all claims vs Shaiper survive). |
| Did Brentwood tortiously interfere with CCMI’s contracts/business relations? | CCMI: Brentwood knowingly induced breaches and used CCMI information to poach customers/employees. | Brentwood: Conduct was legitimate competition; CCMI fails to allege Brentwood knew of Shaiper’s Non‑Interference Agreement or used improper means. | Granted as to Brentwood; denied as to Shaiper — CCMI failed to plead Brentwood's knowledge or improper means re: Customer List; Shaiper (party to contract) can be liable. |
| Is there a Missouri‑law claim for aiding and abetting breach of fiduciary duty against Brentwood? | CCMI: Brentwood substantially assisted Shaiper’s breach. | Brentwood: Missouri does not recognize such a tort under Restatement §876; policy bars expansion. | Granted for Brentwood — court predicts Missouri Supreme Court would not recognize aiding/abetting under §876 on these facts. |
| Breach of fiduciary duty by Shaiper (duty of loyalty)? | CCMI: As COO Shaiper solicited employees/customers and disparaged CCMI while employed — beyond mere planning. | Shaiper: Planning is permitted; no actionable pre‑resignation conduct. | Denied motion — CCMI pleaded acts (meeting, disparagement, spreadsheet) that plausibly show breach of loyalty. |
| Unjust enrichment and civil conspiracy claims? | CCMI: Defendants benefited unjustly from CCMI information; acted in concert with unlawful objective. | Defendants: MUTSA preemption and lack of independent wrongful act; civil conspiracy depends on underlying viable torts. | Mixed — Unjust enrichment preempted as to Non‑Customer materials but survives re: Customer List; civil conspiracy survives only to the extent it ties to the surviving unjust enrichment/Customer List claim. |
Key Cases Cited
- Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (plausibility pleading standard)
- Ashcroft v. Iqbal, 556 U.S. 662 (application of Twombly across civil litigation)
- Fowler v. UPMC Shadyside, 578 F.3d 203 (Third Circuit two‑step Iqbal analysis)
- Cent. Trust & Inv. Co. v. Signalpoint Asset Mgmt., LLC, 422 S.W.3d 312 (Mo. 2014) (elements of MUTSA claim)
- Western Blue Print Co., LLC v. Roberts, 367 S.W.3d 7 (Mo. 2012) (Missouri: customer lists not trade secrets)
- Zafft v. Eli Lilly & Co., 676 S.W.2d 241 (Mo. 1984) (Missouri treatment of concert‑of‑action theories)
- Jo Ann Howard & Assocs., P.C. v. Cassity, 868 F.3d 637 (8th Cir. 2017) (discussion on whether Missouri recognizes aiding/abetting torts)
- EBC I, Inc. v. America Online, Inc. (In re EBC I, Inc.), 356 B.R. 631 (Bankr. D. Del. 2006) (contract rights may be estate property)