Opinion and Order Granting Plaintiff’s Motion for Preliminary Injunction [18]
I. Introduction
Delphi Automotive PLC (“Plaintiff’) commenced the instant action against its former employee, John Absmeier (“Defendant”) on November 11, 2015. Dkt. No. 1. In its Amended Complaint, Plaintiff alleged that Defendant breached his contractual obligations, misappropriated trade secrets, and breached his fiduciary duties by terminating his employment with Plaintiff and accepting employment at Samsung. Dkt. No. 16, pp. 22-26 (Pg. ID No. 154-58).
Presently before the Court is Plaintiffs Motion for Preliminary Injunction, in which it seeks to enforce a restrictive covenant against Defendant, enjoin Defendant from disclosing any of Plaintiffs confidential or proprietary information, and order Defendant to return all of Plaintiffs property. Dkt. No. 18. The Court held a hearing on this Motion on February 28, 2016. After considering the briefs and oral argument of the parties, the Court will GRANT Plaintiffs Motion for Preliminary Injunction [18]. The Court’s reasoning is set forth in detail below.
II. Background
Defendant began his full-time employment with Plaintiff in 1999, working in engineering positions at Plaintiffs Koko-mo, Indiana office. Dkt. No. 18, p. 14 (Pg. ID No. 261). From 2001 to 2004, Defendant worked in Plaintiffs Rochester, New York office as a systems engineer. Id. Next, Defendant moved to Plaintiffs San Jose, California office to work as a project manager from 2004 to 2006. Id. In 2006, Defendant relocated to Shanghai, China, to work for Plaintiff as Business Director of Electronic Controls Asia-Pacific. Id. Six years later, in 2012, Defendant returned to work in the United States to work in Plaintiffs facility in Mountain View, California, titled “Delphi Labs @ Silicon Valley.” Id.
Defendant’s work at Delphi Labs @ Silicon Valley involved managing approximately 23 engineers and programmers on work related to advanced vehicular technology and autonomous driving. Id. at 14-15. Plaintiff promoted Defendant to the position of Director of Delphi Labs @ Silicon Valley on June 1, 2014. Id. at 15.
On June 27, 2014, Plaintiff had Defendant sign a Confidentiality and Noninterference Agreement as a condition’ to receive an Executive Restricted Stock Award. Id. The parties signed another two, substantively identical, agreements (collectively, “Agreements”) on March 5, 2015. Id. at 18. In these Agreements, Plaintiff restricted Defendant’s ability to seek “directly or indirectly” related employment and prohibit Defendant from sharing any “Confidential Information.” Id. at 16-17. The non-compete provisions forbid Defendant from “directly or indirectly engaging] in Competition” for one year; bans Defendant from engaging in solicitation of similar businesses, Plaintiffs customers, and Plaintiffs employee’s for two years; and prohibits Defendant from “otherwise interfering] with the Business of Delphi” for two years. Id. at 17.
“Competition” is defined as “any other business or organization anywhere in the world that competes, directly or indirectly, with Delphi in the Business.” Id. at 18. “Business” is defined as “creation, development, manufacture, sale, promotion, and distribution of vehicle electronics, transportation components, integrated systems and modules, electronic technology and other products and services which Delphi engages in, or is preparing to become en
Samsung began to express interest in Plaintiffs vehicle technology in May 2015, allegedly stating that it was “looking for partners to collaborate with in automotive.” Dkt. No. 18, p. 20 (Pg. ID No. 267). Samsung offered Defendant a position on October 30, 2015. Id. at 21. On November 10, 2015, Defendant gave official notice to Plaintiff of his intent to terminate his employment on November 24, 2015. Dkt. No. 31, p. 15 (Pg. ID No. 535). Plaintiff chose to end Defendant’s employment the day after he gave notice, on November 11, 2015. Id. The following day, November 12, 2015, Plaintiff served Defendant with this lawsuit. Id. Defendant started his employment with Samsung on November 30, 2015. Id. Defendant’s position with Samsung was titled, “Vice President, Smart Machines Initiative, Samsung Strategy and Innovation Center.” Dkt. No. 31-2, p. 15 (Pg. ID No. 571).
Additionally, Plaintiff claims that Defendant downloaded documents and files from his work computer onto external hard drives on May 14, October 15, October 28, and November 3, 2015. Dkt. No. 18, p. 22 (Pg. ID No. 269). Plaintiff argues that these files contained Delphi’s proprietary information, id., while Defendant contends that the downloads and deletions were harmless. Dkt. No. 31, p. 16. (Pg. ID No. 536).
Defendant states that the download activities on May 14th and October 15th reflected regular file back-up activities for his work computer. Dkt. No. 31-2, p. 9 (Pg. ID No. 565). Additionally, Defendant maintains that he was transferring personal photos and private files to an external hard drive on October 28th, with the belief that he could transmit work files back to Delphi during the exit process, should he decide to leave. Id. at 11. Defendant alleges that the November 3rd download was done for the purpose of ensuring that Delphi had a copy of work-related files to provide to the person who would assume his job duties after he left. Id. On November 11, 2015, when Plaintiff informed Defendant that his exit and transition process would take place remotely, Defendant asserts that Plaintiffs employees gave permission for him to delete personal files from his work computer and external hard drive, and observed him as he deleted files. Id. at 16.
Furthermore, Defendant states that he left his work computer and two external drives with Plaintiff as of November 11, 2015. Id. at 17. Defendant states that he returned other work items to Delphi as of November 17, 2015, including ten external thumb drives, a legal pad, and eleven notebooks. Id. at 18. The external hard drives that Defendant kept, containing a mix of Defendant’s personal files and Plaintiffs files, have been sequestered with a third-party forensic firm and Defendant has not accessed the drive since sending the drives to the firm. Id. at 18-19. Defendant’s counsel also directed the forensic firm to quarantine his Dropbox Account, which contained a mixture of personal files and Delphi files. Dkt. No. 31-3, p. 3 (Pg. ID No. 608). Finally, the forensic firm preserved all of Defendant’s emails in his personal Gmail account, and then deleted emails that were in a “Delphi” folder so that Defendant could no longer access them. Id. at 4.
III. Discussion
A. Contractual Choice of Law Provision
The parties dispute whether the instant action is governed by New York or
The “[p]rime objectives of contract law are to protect the justified expectations of the parties and to make it possible for them to foretell with accuracy what will be their rights and liabilities under the contract.” Chrysler Corp. v. Skyline Indus. Servs., Inc.,
Section 187 of the Second Restatement of Conflict of Laws provides:
(1) The law of the state chosen by the parties to govern their contractual rights and duties will be applied if the particular issue is one which the parties could have resolved by an explicit provision in their agreement directed to that issue.
(2) The law of the state chosen by the parties to govern their contractual rights and duties will be applied, even if the particular issue is one which the parties could not have resolved by an explicit provision in their agreement directed to that issue, unless either
(a) the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties’ choice, or
(b) application of the law of the chosen state would be contrary to a fundamental policy of a state which has a materially greater interest than the chosen state in the determination of the particular issue and which, under the rule of § 188, would be the state of the applicable law in the absence of an effective choice of law by the parties.
(3)In the absence of a contrary indication of intention, the reference is to the local law of the state of the chosen law.
Rest.2d Conflict of Laws § 187 (1971). This means that the enforceability of the non-compete provision in the present case is governed by New York law, unless: (1) New York has no substantial relationship to the parties and there is no other reasonable basis to apply New York law; or (2) New York law is contrary to a fundamental California policy and California has a materially greater interest in the issue.
Where there has not been an effective choice of law, Michigan’s choice of law rules “require a court to balance the expectations of the parties to a contract with the interests of the states involved to determine which state’s law to apply.” Mill’s Pride, Inc. v. Cont’l Ins. Co.,
1. Substantial Relationship and Reasonable Basis
All of the Plaintiffs stock agreements utilize New York law because Plaintiff wanted a uniform choice of law to govern executives from multiple jurisdictions. Dkt. No 42, p. 7 (Pg. ID No. 766). Plaintiff argues that the choice of New York law should stand because the company has a “significant” presence in New York and trades its stock on the New York Stock exchange. Id. (citing Int’l Bus. Machines Corp. v. Bajorek,
Meanwhile, Defendant asserts that “New York has nothing to do with this dispute,” therefore, the choice of law provision should not be given effect. Dkt. No. 31, p. 19 (Pg. ID 539). Defendant notes that Plaintiffs headquarters are located in the United Kingdom and maintains a principal place of business in Michigan. Id. at 13, 19. Defendant himself has lived and worked in California at all times since signing the Agreements. Id. at 13. The Agreements were sent electronically to Defendant, who signed them — without negotiation
The Court finds that New York’s relationship to the parties falls short of being “substantial.” Comment f to § 187 of the Second Restatement on Conflict of Laws suggests factors to be considered in determining whether the state of the chosen law has a substantial relationship to the parties, including: “where one of the parties is domiciled or has his principal place of business”; the state “where performance by one of the parties is to take place”; and “the place of contracting.”
Neither party is domiciled in New York, nor is it the location of Plaintiffs principal place of business or corporate headquarters.
Furthermore, the Agreements were made in California, where the Defendant manifested his assent by electronically signing and emailing the documents provided to him. See Visalus Inc. v. Bohn, No. 13-10366,
The Agreements’ did not stipulate a place of performance, but the place would be determined to be either Jersey, where Plaintiff is incorporated, or California, where Defendant performed his duties in consideration for the stock award. See First Nat. City Bank v. Banco Para El Comercio Exterior de Cuba,
Nevertheless, parties may have a reasonable basis to choose a state with which the contract has no substantial relationship.
Other reasons cited by Plaintiff for applying New York law rely on the fact that Plaintiffs stock is nationally traded in New York and that the application of New York law to all stock agreements provides consistency. Id. Although Bajorek, which Plaintiff cited, supports the premise that a “corporation headquartered in New York has an interest in having all its stock option agreements with employees in different places construed according to the same law,” the fact that the corporation was headquartered in the same state as it was traded appears to play a substantial role in . the choice of law analysis.
In summary, Plaintiff is headquartered in Jersey, United Kingdom, and maintains its principal place of business in Michigan. While Defendant lived in New York briefly while working for Plaintiff over a decade ago, since signing the Agreements in 2014 and 2015, Defendant’s residence and employment has been entirely within California. The Agreements were sent electronically to Defendant, who accepted and signed all of them in Califor
2. Determining Which State’s Law To Apply
Since the choice of New York law is invalid, the Court must apply Michigan law to determine which state’s law should apply. Section 188 of the Second Restatement on Conflict of Laws provides that a court should apply the law of the state with the most significant relationship to the transaction and parties, taking five contacts into account: (1) the place of contracting; (2) the place of negotiation of the contract; (3) the place of performance; (4) the location of the subject matter of the contract; and (5) the domicile, residence, nationality, place of incorporation and place of business of the parties. See Mill’s Pride,
Additionally, the section 188 contacts are to be considered in light of the principles detailed in section 6 of the Restatement:
(a) the needs of the interstate and international systems;
(b) the relevant policies of the forum;
(c) the relevant policies of the other interested states and the relative interests of those states in the determination of the particular issue;
(d) the protection of justified expectations;
(e) the basic policies underlying the particular field of law;
(f) certainty, predictability and uniformity of result; and
(g) ease in the determination and application to the law to be applied.
Rest.2d Conflict of Laws §§ 6, 188(2) (1971).
In the present case, none of the section 188 contacts point to New York. However, the balance of contacts does not reach a clear result when the contacts are evaluated according to relative importance with respect to this specific dispute. The place of contracting was California, where Defendant took the last act necessary to validate the contract by emailing
The contacts mentioned above also must be weighed in light of the principles mentioned in section 6 of the Restatement. Rest.2d Conflict of Laws § 6 (1971). The ease in the determining and applying the law to this dispute weighs against application of Jersey law. Nevertheless, Plaintiffs expectation that all of its stock awards would be governed predictably by a singular choice of law is not unjustified. Plaintiff is a citizen of Michigan, where it holds its principal place of business.
Thus, after evaluating contacts according to their relative importance and in light of the interests of the involved states, the Court will apply Michigan law to Plaintiffs contract and tort claims.
B. Preliminary Injunction
The present motion addresses Plaintiffs request for a preliminary injunction to prevent Defendant from violating the Agreements’ terms regarding post-employment restrictions and use of Plaintiffs confidential information and trade secrets.
A preliminary injunction seeks to “maintain the status quo pending a final hearing regarding the parties’ rights.” All. for Mentally Ill of Michigan v. Dep’t of Cmty. Health,
(1) whether the movant has a strong likelihood of success on the merits;
(2) whether the movant would suffer irreparable injury without the injunction;
(3) whether issuance of the injunction would cause substantial harm to others; and
*880 (4) whether the public interest would be served by the issuance of the injunction.
Id. Applying the above factors, the Court determines that some of the requested relief is appropriate at this juncture.
1. Whether The Movant Has A Strong Likelihood Of Success On The Merits.
First, the Court must determine whether the movant has demonstrated a strong likelihood of success on the merits. See Certified Restoration Dry Cleaning,
Plaintiffs Complaint includes four counts against Defendant: (1) breach of contract; (2) common law misappropriation of trade secrets; (3) statutory misappropriation of trade secrets, pursuant to the Michigan Uniform Trade Secrets Act, Mioh. Comp. Laws § 445.1901, et seq. (“MUTSA”); and (4) breach of fiduciary duties. Dkt. No. 16, pp. 22-26 (Pg. ID No. 154-58). The Court will evaluate the likelihood of success on each individual claim,
a. Breach of Contract Claim
Plaintiffs first claim alleges that Defendant violated the Agreements’ terms involving confidentiality and non-competition obligations. Specifically, the Agreements prohibited Defendant from engaging in any activity that directly or indirectly competes with Plaintiffs current or proposed products and services, anywhere in the world, for the period of one year. Dkt. No. 16-2, pp. 15-16 (Pg. ID No. 178-79). The Agreements further prohibit Defendant from soliciting or interfering with Plaintiffs business for the period of two years. Id.
Although courts general presume the enforceability of contracts, “non-competition agreements are disfavored as restraints on commerce and are only enforceable to the extent they are reasonable.” Coates v. Bastian Bros., Inc.,
Specific to Plaintiffs allegation that Defendant breached the Agreements, Plaintiff needs to establish a strong likelihood that the parties had a valid contract,
Defendant claims that the Agreements’ non-compete provisions were illegal under California law; however, the Court will uti
First, the Court considers the duration of the Agreements’ restrictions. The Agreements’ duration of one to two years lies, squarely within the allowable time span within Michigan. See Kelly Servs., Inc. v. Noretto,
Next, the Court examines the geographic limitations of the restrictive covenant. The Agreements’ non-compete provision has no geographical limitation. While an unlimited geographical scope may be reasonable in some circumstances, “geographic limitations in non-competition agreements must be tailored so that the scope of the agreement is no greater than is reasonably necessary to protect the employer’s legitimate business interests.” Superior Consulting Co. v. Walling,
Finally, the Court assesses the scope of the type of employment or line of business prohibited. Under the Agreements, Defendant may not engage in any activity that directly or indirectly competes with a broad array of goods and services currently offered or proposed to be offered in the future by Plaintiff. It does not appear that there was any attempt to tailor the restrictions to only encompass Plaintiffs “reasonable competitive business interests,” with respect to the work Defendant performed for Plaintiff. See Whirlpool Corp. v. Burns,
However, the Court may modify the terms of an unreasonable non-compete agreement to render it reasonable. MiCH. Comp. Laws § 445.774a. The briefs and arguments at the motion hearing demonstrated that Defendant’s duties at the time the Agreements were signed involved growing his office team and developing technology at Delphi Labs @ Silicon Valley, as well as facilitating customer relationships and developing international autonomous vehicle business strategy. Accordingly, the Court will limit the non-compete to only prohibit Defendant from working in the area of autonomous vehicle technology, including marketing and development of that technology.
After modifying the Agreements to limit the type of employment restriction, the Court finds that the non-compete provisions are reasonable under Michigan law. Accordingly, for the reasons set forth above, Plaintiff has shown a “strong likeli
b. Common Law Misappropriation of Trade Secrets Claim
Second, Plaintiff alleges that Defendant misappropriated, used, and will continue to usé its trade secrets, in breach of Defendant’s agreement and duties to Plaintiff. Dkt. No. 16, p. 23 (Pg. ID No. 155). This claim appears to be based off of the digital files on external hard drives, in his Drop-box account, and emails that Defendant retained after terminating his employment with Plaintiff. See id. at 17-22 (Pg. ID No. 149-54). Defendant submitted affidavits that state that the drives and files were quarantined with a computer forensic company in such a manner as to make them inaccessible to Defendant and any other third party without instruction from Defendant’s counsel. Dkt. No. 31-2-31-4. At the hearing, Plaintiffs counsel stated that the drives have been transferred into Plaintiffs possession.
Plaintiff has brought both common law and statutory misappropriation of trade secrets claims. Dkt. No. 16, pp. 23-25 (Pg. ID No. 155-57). The two claims appear to rely on the same alleged acts of misappropriation. See id. “The MUTSA displaces claims that are ‘based solely upon the misappropriation of a trade secret.’ ” Wysong Corp. v. M.I. Indus.,
Thus, the Court finds that Plaintiff has no chance of succeeding on the merits of its common law misappropriation of trade secrets claim.
c. Michigan Uniform Trade Secrets Protection Act Claim
In its third claim, Plaintiff alleges that Defendant violated the MUTSA. Dkt. No. 16, pp. 24-25 (Pg. ID No. 156-57). As mentioned above, the alleged misappropriation appears to have arisen out of Defendant’s retention of external hard drives,
The MUTSA specifically authorizes the use of injunctive relief. Mioh. Comp. Laws § 445.1903. “Misappropriation” is defined by the MUTSA as meaning either of the following:
(i) Acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means.
(ii) Disclosure or use of a trade secret of another without express or implied consent by a person who did 1 or more of the following:
(A) Used improper means to acquire knowledge of the trade secret.
(B) At the time of disclosure or use, knew or had reason to know that his or her knowledge of the trade secret was derived from or through a person who had utilized improper means to acquire it, acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use, or derived from or through a person who owed a duty to the person to maintain its secrecy or limit its use.
(C) Before a material change of his or her position, knew or had reason to know that it was a trade secret and*883 that knowledge of it had been acquired by accident or mistake.
MiCH. Comp. Laws § 445.1902(b). A “trade secret” is defined as:
“[I]nformation, including a formula, pattern, compilation, program, device, method, technique, or process, that is both of the following:
(i) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.
(ii) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
MiCH. Comp. Laws § 445.1902(d).
Plaintiff relies on Actuator Specialties, Inc. v. Chinavare, No. 297915,
The concrete allegations and specificity provided in Actuator Specialties are missing in the present case. Plaintiff has not pled any facts that indicate Defendant actually provided Samsung with its confidential files,
Thus, since there have been no allegations of actual misappropriation, the Court will consider whether there is a substantial likelihood of Plaintiff succeeding on the claim of threatened misappropriation. “To establish threatened misappropriation, a party must specifically identify the trade secret likely to be misappropriated and must convince the court of the former employee’s ‘duplicity’ by proffering evidence indicating a significant lack of candor or willingness to misuse trade secrets.” Gene Codes Corp. v. Thomson, No. 09-14687,
Here, the pleadings lack both the allegation of the specific trade secret absconded, as well as adequate evidence to convince the Court of Defendant’s duplicity. The facts indicate that Defendant was forthcoming to Plaintiff about his intention to work for Samsung, gave Plaintiff the opportunity to provide a counter-offer, and ultimately decided to terminate his employment relationship with Plaintiff based on Samsung’s superior offer. See Prime-Pay,
The Court finds that Plaintiff has not established a strong likelihood of succeeding on its MUTSA claim,
d. Breach of Fiduciary Duties Claim
Plaintiffs fourth and final claim alleges that Defendant breached his fiduciary duties to Plaintiff by illegally taking and using Plaintiffs proprietary and confidential information.
“The elements of a fiduciary duty claim are (1) the existence of a fiduciary duty, (2) a breach of that duty, (3) proximately causing damages.” Stryker Corp. v. Ridgeway, No. 1:13-CV-1066,
“The general rule is that the employer-employee relationship does not give rise to a fiduciary relationship unless the employee is a high-level employee, or if there is a specific agency relationship.” Stryker,
Assuming, without deciding, that Defendant had a fiduciary relationship with Plaintiff, there are still two more elements
Furthermore, Plaintiff has not made any allegations as to the damages the company suffered from Defendant’s alleged breach. Plaintiff does not point to a single customer, revenue stream, or opportunity lost, resting merely on a claim that Defendant’s “conduct has caused and inevitably will continue to cause Delphi substantial damage.” Since the Court is not privy to what exactly that “substantial damage” consists of or how a breach by Defendant caused it, Plaintiff has not established a strong likelihood of succeeding on the merits of its breach of fiduciary duty claim.
2. Whether The Movant Would Suffer Irreparable Injury Without A Preliminary Injunction.
Second, the Court considers whether the movant will suffer irreparable harm in the absence of preliminary relief. See Certified Restoration Dry Cleaning,
Plaintiff asserts that it will suffer irreparable injury without injunctive relief due to autonomous vehicle technology being at a “critical development stage.” Dkt. No. 18, p. 33 (Pg. ID No. 280). According to Plaintiff, the personal knowledge and files possessed by Defendant could cost Plaintiff its competitive advantage, which it spent hundreds of millions of dollars to obtain. Id. The suggested damages are allegedly incalculable, should Defendant disclose Plaintiffs information to his new employer. Id.
Considering the harm alleged by Plaintiff, the Court determines that this factor weighs in favor of issuing an injunction against Defendant’s work in autonomous vehicle technology for the year specified in the Agreements.
3. Whether Issuance Of The Injunction Would Cause Substantial Harm To Others
In the third factor, the Court must consider whether issuing the injunction would result in substantial harm to others.
In this case, Plaintiff seeks to enjoin Defendant from employment with Samsung or otherwise engaging in business
The Court has already determined that it is necessary to modify the Agreements’ employment limitation to prohibit Defendant only from working in the field of autonomous vehicle technology for the period of one year from the termination of his employment with Plaintiff. This modification of the employment restrictions allows Defendant to work in other areas in which he has expertise, thus reducing the hardship that he would suffer from an injunction.
Accordingly, since Defendant knowingly and voluntarily entered into the Agreements and decided to terminate his employment with Plaintiff to work for Samsung, the Court finds that this factor weighs in favor of issuing an injunction.
4. Whether The Public Interest Would Be Served By The Issuance Of The Injunction.
The final factor for the Court to consider is “whether the public interest would be served by the issuance of the injunction.” Certified Restoration Dry Cleaning,
In Certified Restoration Dry Cleaning, enforcement of the clause in question did not run afoul of antitrust policy because it was reasonable in purpose, scope, and duration.
After balancing the competing interests, the Court finds that this factor weighs.in favor of granting a preliminary injunction.
IV. Conclusion
“A preliminary injunction is an extraordinary remedy never awarded as of right.” Winter v. Nat. Res. Def. Council,
In the present case, the four factors evaluated weigh in favor of granting an injunction based on the modified Agreements. Accordingly, for the reasons discussed herein, the Court GRANTS Plaintiffs Motion for Preliminary Injunction [18].
IT IS ORDERED that Defendant shall not engage in employment in the field of autonomous vehicle technology for twelve months after the termination of his employment with Plaintiff.
IT IS FURTHER ORDERED that Defendant shall neither use nor disclose Plaintiffs confidential business information, trade secrets, and/or proprietary information;
IT IS FURTHER ORDERED that the parties shall neither destroy, alter, modify nor conceal any relevant data, including data stored on computer media; Dated: March 1, 2016
Notes
. While courts are weary to give parties "more than [they] bargained for,” Johnson v. Ventra Grp., Inc.,
. Plaintiff does have an office in New York, and describes its presence there as “significant.” Dkt. No. 42, p. 7 (Pg. ID No. 766). Other circuits have held that merely having an office location in a state is not a strong enough connection to apply that state’s law, where one party has no apparent connection with the state. Fin. One Pub. Co. v. Lehman Bros. Special Fin.,
. A bare desire to evade a state’s fundamental public policies is not a reasonable basis to choose the law of an unrelated state.
. In Michigan, email constitutes an acceptance of an offer and creates a contract where "the individual to whom an offer is extended manifests an intent to be bound by the offer, and all legal consequences flowing from the offer, through voluntarily undertaking some unequivocal act sufficient for that purpose.” Kloian v. Domino’s Pizza L.L.C.,
. The Supreme Court has defined "principal place of business” as "referring to the place where a corporation's officers direct, control, and coordinate the corporation's activities.” Hertz Corp. v. Friend,
. The elements of a valid contract in Michigan are as follows: (1) the parties were competent to contract; (2) the subject matter of the contract was proper; (3) there was legal consideration for the contract; (4) there was mutuality of agreement; and (5) there was mutuality of obligation. In re Brown,
. Although these external hard drives were ' purchased privately by Defendant — i.e., they were not. Plaintiffs property — the drives con-tamed a mixture of personal files and files from Defendant’s employment with Plaintiff.
. Section 8 of the MUTSA displaces claims that are "based solely upon the misappropriation of a trade secret.” Mich. Comp. Laws § 445.1908(1); Wysong Corp. v. M.I. Indus.,
. While originally Defendant did not give Plaintiff full access to the intermingled work and personal files on his personal hard drives and digital accounts, there are no allegations that he gave the items over to his new employer either.
. This third factor refers to "the balance of equities between the movant and other parties, not just third parties to the litigation.” Rhinehart v. Scutt,
. Defendant received $3,610.00 in stock awards prior to terminating his employment. Dkt. No. 18-14, p. 1 (Pg. ID No. 449). He made efforts to return the funds to Plaintiff. Dkt. No. 18, p. 36 n.4 (Pg. ID No. 282). Plaintiff refused to accept the tender. Id.