RapDev LLC v. Vecellio
1:24-cv-11142
| D. Mass. | Dec 20, 2024Background
- RapDev LLC, a technical consulting firm partnered with Datadog, sued former employees Vecellio and Younes and their new company NoBS LLC, alleging theft of trade secrets and breach of contract after both left to start a competing firm.
- Both Vecellio and Younes had signed contracts with restrictive covenants (non-compete and non-solicit clauses) during and after their RapDev employment.
- After leaving RapDev, Vecellio and Younes founded NoBS LLC, which targeted a niche not covered by RapDev and entered a partnership with Datadog.
- RapDev sent a cease-and-desist letter to NoBS and then filed suit; Defendants countersued, claiming breach of contract, interference, and unfair trade practices by RapDev.
- RapDev moved to dismiss the Defendants’ Counterclaim Complaint under Rule 12(b)(6).
- The court granted RapDev’s motion, dismissing all counterclaims without prejudice, and denied leave to amend due to Defendants’ failure to propose any amendment to cure deficiencies.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of Contract & Covenant of Good Faith | Defendants failed to plead any breach by RapDev | RapDev tried to prevent future employment unlawfully | Dismissed—allegations were conclusory with no specific contract breach identified |
| Intentional Interference with Contract | No facts show Datadog contract/interference | RapDev interfered with NoBS-Datadog relationship | Dismissed—no plausible facts supporting interference |
| Unfair Trade Practices (MGL ch. 93A) | Actions were lawful enforcement of agreements | RapDev actions amounted to unfair competition | Dismissed—no extreme or egregious conduct pled |
| Leave to Amend Counterclaims | Insufficient amendment request by Defendants | Sought leave to amend contract counts | Denied—Defendants failed to specify basis for amendment |
Key Cases Cited
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (pleading must state a plausible claim, not just labels/conclusions)
- Gagliardi v. Sullivan, 513 F.3d 301 (complaint must allege facts for every element of a claim)
- Bose Corp. v. Ejaz, 732 F.3d 17 (elements of breach of contract under Massachusetts law)
- T.W. Nickerson, Inc. v. Fleet Nat’l Bank, 924 N.E.2d 696 (scope of covenant of good faith and fair dealing)
- Anthony’s Pier Four, Inc. v. HBC Assocs., 583 N.E.2d 806 (good faith and fair dealing in contract law)
- Hamann v. Carpenter, 937 F.3d 86 (elements for interference with contractual relations in Massachusetts)