MEMORANDUM OPINION
In this trade secrets and unfair competition case, defendant William Christopher Brumlow (“Brumlow”) has moved to dismiss all claims against him pursuant to Rule 12(b)(3), Fed. R. Civ. P., or, in the alternative, to stay the proceedings against him and compel arbitration pursuant to the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 3 & 4. Although Brumlow did not sign the pertinent arbitration agreement, he nonetheless seeks to enforce that agreement against one of the signatories and its parent company.
For the reasons that follow, Brumlow’s Rule* 12(b)(3) motion must be denied, and his motion to compel arbitration and stay proceedings must be granted in part and denied in part.
I.
It is unnecessary to-delve into the facts to conclude that Brumlow’s Rule 12(b)(3)
Because Brumlow has not argued forum non conveniens and the Complaint does not suggest any basis for such an argument, the following analysis is properly limited to Brumlow’s motion to stay or compel arbitration, pursuant to the FAA, 9 U.S.C. §§ 3 & 4.
II.
Plaintiffs in this action are Konica Minolta Business Solutions U.S.A., Inc. (“Konica”) and its recently-acquired, wholly-owned subsidiary, Meridian Imaging Solutions, Inc. (“Meridian”).
The six named defendants are:
• two LLCs, OMNI Business Solutions LLC and OMNI Business Systems LLC (collectively, “OMNI”),
• three former Meridian employees, Greg Conroy, Scott Westfall, and Ed Lovatt, and
• the movant, William Christopher Brumlow, an employee of a nonparty company, Ricoh Americas Corporation (“Ricoh”), which company is currently in arbitration against Meridian for claims arising out of the same nucleus of operative facts as is alleged in the Complaint.
The basis for subject matter jurisdiction is federal question and supplemental jurisdiction, pursuant to 28 U.S.C. §§ 1331 & 1367. Compl. ¶¶ 24-26. The Complaint alleges the following nine counts.
• Count I: Violation of the Federal Defense of Trade Secrets Act, 18 U.S.C. § 1832 et seq, (brought by both plaintiffs against all defendants);
• Count II: Unfair Competition under Maryland law (brought by both plaintiffs against all defendants);
• Count III: Tortious Interference (brought by only Meridian against Brumlow, the OMNI defendants, Con-roy, and Westfall);
• Count IV: Breach of the Duties of Confidential Relationship and. Loyalty (brought by both plaintiffs against- defendants Conroy, Westfall, and Lo-vatt);
• Count V: Conversion (brought by both plaintiffs against all defendants); •
• Count VI: ' Unjust Enrichment (brought by both plaintiffs against all defendants);
• Count VII: Quantum Meruit (brought by both plaintiffs against' all defendants);
• Count VIII: Violation of the Virginia Uniform Trade Secret Act (brought by both plaintiffs against all defendants); and
• Count IX: Civil Conspiracy—statutory and common law (brought by both plaintiffs against all defendants).
Distilled to its essence, the Complaint alleges that defendants stole plaintiffs’ business information and customers. Specifically, the Complaint alleges, in pertinent part, the following.
• From the late 1990s to mid-March 2016, Meridian was an Authorized dealer for Ricoh. Compl. ¶ 3.
• Meridian and Ricoh' executed their most recent dealer agreement in 2007 (the “Ricoh Agreement”).6 Compl. Ex. 3.
• In mid-March 2016, Konica acquired Meridian. Compl. ¶ 4.
• On March 17, 2016, Ricoh terminated the Ricoh Agreement. Id. ¶ 74.
• Meridian and the OMNI defendants are competitors. They each provide office technology, hardware, software, IT services, and document management solutions to customers in Maryland, Virginia, and the District of Columbia. Id. ¶ 28.
• Defendants Conroy,, Westfall, and Lo-vatt formerly worked together at Meridian, and they currently work together at OMNI Business Solutions to compete directly with Meridian. Id. ¶ 21.
• Brumlow, a major account consultant at Ricoh,7 allegedly worked closely with Conroy, Westfall and Lovatt, both in their former capacities as Meridian employees and in their current roles as employees of OMNIJd ¶ 23.8
• Between January and June 2016, Con-roy, while still employed by Meridian, ■ allegedly spoke with the President of OMNI Business Systems about forming an affiliate of OMNI Business Systems to compete directly with Meridian as an authorized Ricoh-brand dealer. Id. ¶ 42.
• Before his departure from Meridian in June 2016, Conroy used Meridian’s computer systems to access Meridian’s confidential files, including business intelligence and information classified as trade secrets. Conroy allegedly obtained these trade secrets for use as an OMNI employee. Id. ¶ 50.
• Similarly, Westfall allegedly misappropriated information from Meridian for eventual use as an OMNI employee. See id. ¶¶ 52-59. The same conduct is alleged against Lovatt. See id. ¶¶ 60-64.
• Defendants, including Brumlow, executed a “Knockout Plan,” by which they attempted to “knock” Meridian out of the Washington, D,C. market by converting Meridian’s major and strategic client accounts to OMNI. Id. ¶¶ 75-80, 82.
• Plaintiffs allege that Brumlow continues to work closely and regularly with Conroy,' Westfall, and Lovatt in their present roles at OMNI Business Solutions in Virginia. Id. ¶ 23'.
• On August'23, 2016, Brumlow allegedly sent an email containing information about Ricoh’s “major accounts” to Conroy and Westfall. Id. ¶ 59.
• Brumlow purportedly transmitted Meridian’s confidential information and trade secrets to Conroy, Westfall, and OMNI Business Solutions as part of Brumlow’s plan to knock Meridian out of the market of Ricoh-brand dealers. Id. ¶¶ 87-91.
• Brumlow’s actions were part of the alleged scheme to aid, abet, and assist OMNI, Conroy, and Westfall to target existing Meridian clients and accounts in order to drive business away from Meridian to OMNI. Id. ¶ 95.
• Brumlow is also accused of directly or indirectly helping Conroy, Westfall, Lovatt, and OMNI to target and sell products, services, and technology to Meridian clients and customers, causing Meridian to lose customers and revenue. Id. ¶ 103.
• Brumlow’s actions also allegedly facilitated Ricoh’s breach of the Ricoh . Agreement’s confidentiality clauses, thereby harming Meridian. Id. ¶¶ 132-141.
Although the Complaint. omits details regarding Brumlow’s employment with Ri-coh—and makes no mention of the arbitration clause in the Ricoh Agreement—there is no question that Meridian and Ricoh are currently (and properly) in arbitration regarding Meridian’s claims that Ricoh breached the Ricoh Agreement through Brumlow’s conduct. In addition, Brumlow has submitted competent evidence that may be considered on his motion to compel arbitration or stay proceedings pursuant to the FAA.
• «Meridian is a Virginia corporation headquartered in Alexandria, Virginia whereas Ricoh is a Delaware corporation based in New Jersey. Ricoh Agreement at 1.
• Ricoh currently employs Brumlow as a Major Account Consultant—Dealer Division and has performed in that role for Ricoh since October 2016. He first began working at Ricoh on September 28, 2015 as a Major Account Sales Manager. See, e.g., Brumlow Aff. at ¶¶ 2-3; see also Loder Supp. Decl. Ex. 1 (Letter from Counsel for Meridian to Ricoh) (representing Meridian’s understanding that Brumlow is Major Accounts Sales Manager for Ricoh); Compl. Exs. 11-13 (emails sent by Brumlow from his Ricoh email address). 10
• At the relevant time periods, Brumlow used the email address, Chris. Brumlow@ricoh-usa.com. His email signature block stated his position— Major Accounts Sales Manager—as well as contact information for Ricoh, including the company’s address and website. See Compl. Exs. 11-13.
• Brumlow’s job duties include supporting area Ricoh dealers and the efforts of those Ricoh dealers to sell and lease Ricoh products to customers, and to provide service and support to those customers. Brumlow Aff. at ¶ 5.
• The documents that plaintiffs allege Brumlow sent were transmitted by Brumlow from his Ricoh computer (provided to him by Ricoh) and used by Brumlow in conducting business on Ricoh’s behalf. Id. ¶ 4; see also Compl. Exs. 11-13.
• Those documents were sent in his capacity as a Major Account Sales Manager in August 2016. Brumlow Aff. ¶ 4.
The Ricoh Agreement includes the following provisions regarding choice of law and forum selection:
22. General Provisions.
(a) Choice of Law: Dispute Resolution.
(i) This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of New Jersey without regard to its principles of conflicts of laws.
(ii) Any claim or controversy between the parties, whether arising out of this Dealer Agreement or not, shall be resolved pursuant to the provisions of subparagraphs (ii) through (iv) hereof, as applicable. Prior to resort to either of the dispute resolution mechanisms set forth in subparagraphs (iii) or (iv) below, the parties shall first attempt, in good faith, to mediate any dispute before a mediator selected by the party bringing the claim or, alternatively, before such mediator as the parties may jointly select. Within thirty (30) days of any request for mediation, representatives of Ricoh and Dealer shall attend the mediation in a good faith attempt to reach a mutually acceptable agreement as to the issues in dispute.
(iii) With the exception of any claim for the purchase price of Products sold by Ricoh to Dealer, in the event the mediation is not successful in resolving the claim or controversy in dispute to the satisfaction of the parties, such claim or controversy shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) in effect at the time a demand for arbitration is made.
On February 14, 2017—one day before filing this lawsuit against Brumlow—Me-ridian invoked § 22 of the Ricoh Agreement, demanding that Brumlow’s employer, Ricoh, mediate claims Meridian may have “for, breach of contract, breach of th'e implied 'covenant of good faith and fair dealing, unfair competition, and misappropriation of trade secrets and confidential information.” See Loder Decl. Ex. B ■ (Letter from Meridian to Ricoh dated February 14, 2017). Meridian and Ricoh are currently in arbitration, pursuant to the arbitration clause in the Ricoh Agreement. See Ricoh Agreement § 22(a)(iii).
Thereafter, Brumlow, pursuant to § 22 of the Ricoh Agreement, demanded that plaintiffs mediate their claims against him. See Loder Dec!., Exhibit C, On March 8, 2017, Meridian rejected Brumlow’s demand. See id. ¶ 6. Brumlow subsequently filed this motion to compel arbitration and stay proceedings pursuant ■ to the FAA.
HI.
Although Brumlow’s Rule 12(b)(3) motion was dead on arrival, see Atl. Marine,
To begin with, § ■ 2 of FAA provides,
A written provision in any .,. contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such eon-tract or transaction ... shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.'
9 U.S.C. § 2.
If any suit, or proceeding be brought in any. of the courts of the United States upon any issue.referable to arbitration under an. agreement in writing for such arbitration, the court .., upon being satisfied that the issue involved in such suit or proceeding is referable to arbitration qnder such an agreement, shall ,,, stay the trial of the action until such arbitration has been had in accordance with the terms of the agreement ....
Id. § 3 (emphasis added). Finally, if “the court [is] satisfied that the making of the agreement for arbitration or the failure to comply therewith is not in issue,” then “the court shall make an order directing the parties to proceed to arbitration in accordance with the terms of the agreement.” Id. § 4.
To compel arbitration under the FAA, Brumlow must also satisfy the following four elements:
(1) the existence of a dispute between the parties,
(2) a ..written agreement that includes an arbitration provision [that] purports to cover the dispute,
(3) the relationship of the transaction, which is evidenced by the agreement, to interstate or foreign commerce, and
(4) the failure,’neglect or refusal of the [opposing party] to arbitrate the dispute.
IV.
These principles, applied .here, disclose that Meridian must be compelled to arbitrate its claims against'Brumlow and-that Konica’s claims against Brumlow must be stayed pending that arbitration. See 9 U.S.C. § 3.
Here, three of the 'Adkins prongs are unquestionably satisfied, See
The only remaining issue, then, is whether the arbitration agreement covers both Brumlow and Konica. More particularly, the questions presented are: (1) whether Brumlow, a nonsignatory to the arbitration clause, can compel Meridian, a signatory to that agreement, to arbitrate Meridian’s claims against him; and (2) whether Brumlow, a nonsignatory to the arbitration clause, may compel arbitration against another nonsignatory, Konica.
A.
To determine whether Brumlow may avail himself of the Ricoh Agreement’s arbitration clause, it is first necessary to identify the correct source of law governing the construction of the arbitration clause. The parties have offered New Jersey, Virginia, and federal common law as options. It appears that federal law is the correct source. As the Fourth Circuit has observed, “Federal law. governs the construction of contract language concerning arbitrability.” Smith Barney, Inc. v. Critical Health Sys. of N.C., Inc.,
Notwithstanding this analysis, it is important to note that the Supreme Court’s decision in Arthur Andersen LLP v. Carlisle may cast some doubt on the Fourth Circuit’s approach described here. See
Given this, it is “well-established” in the Fourth Circuit that “in an appropriate case a nonsignatory can enforce, or be bound by, an arbitration provision within a contract executed by other parties.” Int’l Paper,
B.
' These principles, applied here, point convincingly to the conclusion that Brum-low, as an employee of Ricoh, may enforce the arbitration clause against Meridian under either Fourth Circuit or New Jersey law. The uncontroverted record evidence discloses that Meridian’s claims against Brumlow are based on his conduct as an agent of Ricoh.
Seeking to avoid this result, plaintiffs argue that Brumlow cannot show agency through his mere ipse dixit. But Brumlow has presented ample, undisputed evidence—including plaintiffs’ counsel’s emails—reflecting that plaintiffs are well-aware that Brumlow is not only a Ricoh employee, but that his relevant conduct in this case was on Ricoh’s behalf. Here, the record clearly discloses that Meridian itself has recognized that Brumlow is a Ri-coh employee. See Loder Supp. Decl. Ex. 1 (Letter from Counsel for Meridian to Ri-coh) (representing Meridian’s understanding that Brumlow was at relevant times a Major Accounts Sales Manager for Ricoh). Indeed, plaintiffs’ claims against Ricoh— which claims are currently in arbitration— are predicated on the notion that Brum-low’s actions are attributable to Ricoh. Moreover, plaintiffs’ purported proof of Brumlow’s (and Ricoh’s) wrongdoing— three emails—demonstrate that Brumlow used a Ricoh-issued email address, Chris. Brumlow@ricoh-usa.com. See Compl. Exs. 11-18. Even Brumlow’s email signature block reveals his employment at Ricoh, as it appears that Brumlow signed each message by noting his position, Major Accounts Sales Manager, as well as Ricoh’s website and mailing address. Id. Thus, the unrefuted
In opposition to this conclusion, plaintiffs rely on dicta from the Supreme Court’s decision in American Express Co. v. Italian Colors Restaurant,
To begin with, plaintiffs’ argument amounts to an attempt to read the Supreme Court’s dicta to undermine its holding, namely, that the parties were compelled to arbitrate. Moreover, plaintiffs’ narrow focus on dicta ignores the Supreme Court’s emphasis that “arbitration is a matter of contract”—and it is undisputed that traditional contract law permits non-signatories to enforce or be bound by contract terms. See id.; Int’l Paper,
In sum, Brumlow, a nonsignatory to the arbitration agreement, may nevertheless compel arbitration against Meridian, a signatory, because Meridian’s claims against him are based on his conduct as an agent of Ricoh, another signatory. • ■
C.
Although it is clear that Brumlow may enforce the arbitration clause against Meridian, the question whether Brumlow, a nonsignatory, may bind Konica, another nonsignatory, requires wading through murkier waters. In this respect, the relationship between Konica and its subsidiary, Meridian, is less than pellucid.
To support his motion to. compel arbitration against Konica, Brumlow argues that Konica is bound by the arbitration clause (1) because Konica is the whole owner of Meridian, a signatory to the arbitration clause, (2) because Konica’s claims against Brumlow derive from Meridian’s claims, and (3) because Brumlow is entitled to the same protection under the arbitration clause that his employer, Ricoh, enjoys. Importantly, however, none of these arguments focuses on the applicable legal principles. And those principles, applied here, point persuasively to the .conclusion that Konica cannot be compelled to arbitrate its claims against Brumlow.
In addition to agency law, discussed supra Part IV.A-B, there are four other ways in which Konica could be bound to the arbitration clause, none of which applies here: (1) if Konica had entered a separate agreement with Ricoh’incorporat-ing by reference the existing arbitration clause; (2) if Konica had assumed' the obligation to arbitrate; (3) if Meridian is simply an alter-ego of Konica; or (4) if Konica received a direct benefit from the Ricoh
Plaintiffs appear to rely solely on the concepts of agency and estoppel as grounds to compel Konica to arbitrate. But as to agency, there is no evidence in this record that Konica and Meridian—two separate corporate entities—have any sort of agency relationship besides the fact that Konica acquired Meridian well after Meridian entered the Ricoh Agreement. And, “[a]s a general matter, ... a corporate relationship alone is not sufficient to bind a nonsignatory to an arbitration agreement.” Thomson-CSF, S.A. v. Am. Arbitration Ass’n,
In short, neither agency nor estoppel principles support Brumlow’s motion to compel arbitration against Konica. And because there appears to be no sound basis for compelling Konica to arbitrate its claims against Brumlow, the motion to compel Konica to participate in arbitration must be denied.
D.
Although Konica may not be compelled to arbitrate against Brumlow, it is nevertheless appropriate to stay the proceedings between Konica and Brumlow precisely because the issues involved in Konica’s claims against Brumlow are so closely intertwined with Meridian’s claims.
Importantly, a district court may, in its discretion, stay the litigation of non-arbitrable claims—like those brought by Konica against Brumlow—if it is deemed necessary or advisable. See Summer Rain v. Donning Co./Publishers, Inc.,
V.
For the foregoing reasons. Brumlow’s motion to dismiss pursuant to Rule 12(b)(3) must be denied, the motion to compel arbitration must be granted as against Meridian and denied as against Konica,
An appropriate Order will issue.
Notes
. Rule 12(b)(3), Fed. R, Civ. P., provides that a defendant may move to dismiss for "improper venue.”
. There is no doubt that an arbitration clause is a species of forum-selection clause. See, e.g., Scherk v. Alberto-Culver Co.,
. Rather, as the Supreme Court in Atlantic Marine noted, the federal venue statute, 28 U.S.C. § 1391(b), governs whether venue is proper.
. At oral argument on Brumlow’s motions, counsel for plaintiffs incorrectly indicated that the Court, sua sponte, raised the issue of compelling arbitration pursuant to the FAA. One need look no further than the bolded heading of Brumlow's motion to see that he moved in the alternative to compel arbitration and stay proceedings under the FAA. See Meridian Imaging Sols., Inc. v. Omni Bus. Sols., Inc., No. 1:17-cv-186 (E.D. Va. Mar. 13, 2017) (Doc. 17) ("Motion of Defendant William Christopher Brumlow, Jr. To Dismiss and/or, in the Alternative, To Compel Arbitration and Stay Proceedings" (emphases added)).
.In analyzing Brumlow's motion to compel arbitration pursuant to the FAA, it is appropriate—indeed necessary—to consider materials outside the pleadings. In this respect, it is well-settled that ”[i]n deciding motions to compel [arbitration], courts apply a standard similar to that applicable for a motion for summary judgment.” Nicosia v. Amazon.com, Inc.,
.As explained infra, the Ricoh Agreement includes an arbitration clause that binds (at minimum) Meridian and Ricoh. See Ricoh Agreement § 22. This fact, however, is absent from the Complaint. Although plaintiffs attached portions of the Ricoh Agreement to the Complaint, they omitted the arbitration clause. See Compl. Ex,'3.
. See, e.g., Brumlow Aff. at ¶¶ 2-6.
. Whereas the Complaint describes the other individual defendants in several factual para
. See supra note 5.
. Plaintiffs have not cited any evidence to contradict Brumlow’s claim that, at all times relevant to this litigation, Brumlow was employed by Ricoh and was acting within the scope of his employment at Ricoh.
. Section 1 of the FAA defines "commerce” as including ."commerce.among the States.” 9 U.S.C. § 1,
. If, however, the making of the arbitration agreement or refusal to arbitrate is in issue, then a trial on that issue must be held, 9 U.S.C. § 4., '
. See also Hightower v. GMRI, Inc.,
. The Fourth Circuit has held that a contract between a Delaware corporation and a Virginia corporation establishes a sufficient interstate nexus to satisfy the FAA. See Am. Home Assurance Co. v. Vecco Concrete Constr. Co.,
. Of course, because the Ricoh Agreement contains a choice-of-law clause designating New Jersey, that state’s law governs the contract. See Ricoh Agreement § 22(a)(i) ("This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of New Jersey[.]”). This is so because plaintiffs' Complaint invokes supplemental jurisdiction over their state law claims, see Compl. ¶ 25, which triggers Virginia’s choice-of-law rules, see ITCO Corp. v. Michelin Tire Corp., Commercial Div.,
. See Zandford,
In this respect, the Supreme Court has instructed that "as with any other contract, the parties’ intentions control, but those intentions are generously construed as to issues of arbitrability.” Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc.,
. See also Grand Wireless,
In the words of the Third Circuit, the rule elucidated here "is consistent with the concept that corporations can act only through agents and employees.” Tracinda Corp. v. DaimlerChrysler AG,
. See, e.g., Nicosia,
. Plaintiffs invoke a 2002 case, Blumenthal-Kahn Electric Ltd. v. American Home Assurance Co., for the proposition that an intimate factual connection is sufficient to compel arbitration. See
. During the course of oral argument, the parties agreed that if the motion to compel arbitration were granted, it would be appropriate to require Meridian and Brumlow to arbitrate their dispute in the existing arbitration between Meridian and Ricoh. This sensible suggestion will be reflected in the accompanying Order.