United States District Court, N.D. Illinois, Eastern Division
W. CAPRA CONSULTING GROUP, INC. Plaintiff,
QUINTON SNYDER, Defendant.
MEMORANDUM OPINION AND ORDER
E. ASPEN, DISTRICT JUDGE
before us is Plaintiff W. Capra Consulting Group, Inc.'s
(“W. Capra”) motion for a temporary restraining
order (“TRO”) and preliminary injunction against
Defendant Quinton Snyder for allegedly breaching the
non-competition clause in an employment contract. (Verified
Compl. (Dkt. No. 1); Mot. for TRO (Dkt. No. 5).) Snyder has
moved to dismiss W. Capra's complaint for lack of
personal jurisdiction pursuant to Federal Rule 12(b)(2).
(Mot. to Dismiss (Dkt. No. 16).) For the following reasons,
we find that we have personal jurisdiction over Snyder and
deny his Rule 12(b)(2) motion, and we grant W. Capra's
motion for a temporary restraining order and preliminary
following facts are taken from W. Capra's verified
complaint; declarations of Nick Stavropoulos, W. Capra's
Security Practice Director and Snyder's former
supervisor; Snyder's affidavits; and attached exhibits
submitted by the parties. For those facts related to W.
Capra's TRO and preliminary injunction motion, we
“must make factual determinations on the basis of a
fair interpretation of the evidence before the court.”
Darryl H. v. Coler, 801 F.2d 893, 898 (7th Cir.
1986). However, these findings are preliminary and “do
not bind the district court as the case progresses.”
Mich. v. U.S. Army Corps of Eng'rs, 667 F.3d
765, 782 (7th Cir. 2011). In deciding Snyder's motion to
dismiss for lack of personal jurisdiction, which is based on
the parties' submission of written materials without
holding an evidentiary hearing, the plaintiff must make a
prima facie case of personal jurisdiction, and we
resolve all factual disputes pertaining to jurisdiction in
the plaintiff's favor. GCIU-Emp'r Ret. Fund v.
Goldfarb Corp., 565 F.3d 1018, 1023 (7th Cir. 2009);
Purdue Research Found. v. Sanofi-Synthelabo, S.A.,
338 F.3d 773, 782 (7th Cir. 2003).
Facts Pertaining to TRO and Preliminary Injunction
Capra is an Illinois corporation that provides information
technology and professional services in data security,
payments, and retail technology. (Verified Compl. ¶ 1.)
Snyder is a Florida citizen who was employed by W. Capra as a
Senior Security Engineer from December 2017 until June 14,
2019. (Id. ¶ 2.)
subset of W. Capra's larger practice includes a
specialized team devoted to providing consulting services on
computer network security products produced by McAfee, LLC
(“McAfee”). (Id. ¶ 6.) In addition
to serving businesses that use McAfee products, McAfee also
engages W. Capra directly by licensing its products to
end-users and contracting with W. Capra to provide product
and security consulting services to those end-users.
(Id. ¶¶ 6-7; Stavropoulos Suppl. TRO Decl.
(Dkt. No. 19-1) ¶ 5.) Snyder was responsible for
performing various McAfee-centric consulting tasks for W.
Capra clients, including “[a]nalyzing and documenting
client requirements and complete solution designs showing how
McAfee products can meet the clients' needs; . . .
[p]roviding [expert] knowledge on information governance and
data protection within McAfee; [d]esigning, architecting and
deploying all McAfee security products; [and] [w]orking with
the McAfee sales team to position McAfee's products
favorably” with clients. (Id. ¶ 8.)
Snyder served W. Capra customers that used McAfee products,
including McAfee end-users pursuant to agreements between
McAfee and W. Capra. (Verified Compl. ¶ 7.) Within a
year of his exit from W. Capra, Snyder provided product and
security consulting services to a McAfee client named
LifePoint pursuant to a statement of work between McAfee and
W. Capra dated April 30, 2019. (Id. ¶ 13;
Stavropoulos TRO Decl. (Dkt. No. 6-1) ¶¶ 4, 11, 16;
Stavropoulos Suppl. TRO Decl. ¶ 6.)
Snyder joined W. Capra, he signed an employment agreement
that included a restrictive non-competition covenant, which
reads as follows:
During your employment with W. Capra and for a period of one
(1) year immediately following the termination of your
employment, regardless of the reason, you will not (except
with the express prior written consent of W. Capra), directly
or indirectly, on behalf of yourself or any other entity,
either as an employee, contractor, or agent, provide security
consulting services, including but not limited to McAfee
Corporation product consulting and/or
vulnerability/penetration services, to any customer or other
entity to or for which you, on behalf of W. Capra, have
provided these services during the last 12 months of your
employment with W. Capra.
(Id. ¶ 10; Employment Agreement (Dkt. No. 6-2)
at 3.) The employment agreement states that the
non-competition clause is “in consideration of
[Snyder's] employment by W. Capra and a sign on bonus in
the amount of $1, 000.00.” (Id.)
resigned from W. Capra on June 4, 2019, and his last day of
employment with the company was June 14, 2019. (Verified
Compl. ¶ 12.) Snyder immediately took a position as a
Sales Engineer with McAfee, beginning on June 17, 2019.
(Id. ¶ 14.) After hiring Snyder, McAfee
informed W. Capra that it would be canceling the statement of
work, which had $147, 000 worth of work still to be
performed. (Id. ¶ 15.) A letter from
McAfee's employment counsel, dated June 25, 2019, states
that “McAfee has not provided W[.] Capra with notice
that McAfee plans to cancel the [statement of work] for
LifePoint.” (Snyder Aff. (Dkt. No. 14-1) at 13 (letter
from McAfee Global Lead Labor and Employment Counsel).) After
filing its suit against Snyder, W. Capra reentered
negotiations with McAfee to save the LifePoint contract and
to reassign a new W. Capra employee to LifePoint, although it
is unclear whether the contract presently remains in force.
(Stavropoulos Suppl. TRO Decl. ¶ 7.)
new position with McAfee involves working with other sales
team members to create “solution architecture and
proposals that meets or exceeds the customer's
requirements.” (Snyder Aff. at 9 (attaching copy of
Sales Engineer job description).) The position, housed in the
McAfee Pre-Sales Organization, is responsible for, among
other things, assessing customer requirements, creating
proposals that meet customer needs, “deliver[ing] a
comprehensive consultative response” to requests for
proposals, demonstrating McAfee solutions to customers, and
when required, “lead[ing] the proof of concept from
engagement, ownership of all activities and orchestration,
through to completion.” (Id.) W. Capra has
submitted a detailed chart of Snyder's new duties at
McAfee that overlap with those functions he performed at W.
Capra concerning McAfee products and services. (Stavropoulos
Suppl. TRO Decl. ¶ 11.)
Capra's counsel notified Snyder of its belief that he was
in violation of his noncompetition agreement. (Verified
Compl. ¶ 17.) After Snyder failed to reassure W. Capra
that he was in compliance, W. Capra filed this lawsuit on
June 21, 2019 along with the present motion for TRO and
preliminary injunction. (Id. ¶ 18; Mot. for
Facts Pertaining to Personal Jurisdiction
support of our jurisdiction, W. Capra submits a declaration
of Snyder's former manager, Nick Stavropoulos.
(“Pl.'s PJ Resp.” (Dkt. No. 20);
“Stavropoulos PJ Decl.” (Dkt. No. 20-1).) Snyder
submits his own affidavits that challenge many of the factual
assertions in Stavropoulos's declaration. (“Snyder
PJ Aff.” (Dkt. No. 16-2); “Snyder Suppl. PJ
Aff.” (Dkt. No. 25).) As we resolve all factual
disputes in the plaintiff's favor, Purdue, 338
F.3d at 782, we take the relevant jurisdictional facts from
Stavropoulos's declaration and Snyder's affidavits,
but resolve any factual disputes among the parties'
submissions in W. Capra's favor.
Capra, an Illinois company, posted a job listing for a Senior
Security Engineer in 2017. (Stavropoulos PJ Decl. ¶ 5.)
The online job aggregator Glassdoor “scraped” the
listing and posted it on its own site. (Id.) Snyder,
from his home in Florida, submitted his resume for the Senior
Security Engineer position through Glassdoor to W. Capra.
(Id. ¶ 6; Snyder PJ Aff. ¶ 6.)
participated in a series of phone interviews from Florida
with five W. Capra personnel located in Illinois during the
hiring process. (Stavropoulos PJ Decl. ¶ 7.) These calls
included an initial screening, a technical assessment,
interviews with Stavropoulos as Snyder's potential direct
supervisor and with a W. Capra partner to make the final
hiring determination, and a follow-up conversation with W.
Capra's Operations and HR Manager to discuss hiring
logistics and to present the terms of the employment
contract. (Id.) Most of these calls were initiated
by W. Capra personnel. (Snyder PJ Aff. ¶¶ 7, 11.)
The discussions indicated that Snyder would work from
Florida, that he would visit customers at their
(non-Illinois) locations, and that he did not have to come to
Illinois to conduct business on behalf of W. Capra.
(Id. ¶¶ 8-10.) Snyder reviewed and
executed the offer of employment from Florida, using W.
Capra's HR Manager's Illinois-linked online signature
account. (Id. ¶ 13; Stavropoulos PJ Decl.
¶ 8.) The contract included the non-competition covenant
that is the subject of this dispute. (See Employment
Agreement at 3.)
worked for W. Capra from December 2017 through June 14, 2019.
(Snyder PJ Aff. ¶ 15.) He performed consulting work for
various end-users of McAfee computer security products in
several non-Illinois states. (Stavropoulos PJ Decl. ¶ 10
(detailing temporary worksites in eight states).) Snyder
communicated with his supervisor and W. Capra support
personnel in Illinois before and during each customer
engagement. (Id. ¶ 12.) These communications
included an overview of each project with Stavropoulos,
preparations with W. Capra's Technical Lead, and travel
logistics with W. Capra's Account and Finance Department.
(Id.) Snyder communicated as needed with each of
these personnel and W. Capra's Illinois-based Security
Practice Owner during each engagement. (Id. ¶
13.) Snyder also submitted weekly timesheets and expense
reports to W. Capra personnel in Illinois. (Id.
traveled to Illinois two times during his employment to
attend W. Capra holiday parties in 2017 and 2018.
(Id. ¶ 11; Snyder PJ Aff. ¶ 16.) Snyder
asserts that no work was conducted at these parties, which
were “purely voluntary social engagements.”
(Snyder Suppl. PJ Aff. ¶ 9.)
maintained multiple links to Illinois-based personnel at W.
Capra via phone and computer. Snyder conducted more than 80
phone calls totaling more than 600 minutes and exchanged
hundreds of emails with W. Capra personnel in Illinois.
(Stavropoulos PJ Decl. ¶ 17.) Snyder participated at least
periodically in phone-based security team meetings
administered by Stavropoulos in Illinois. (Stavropoulos PJ
Decl. ¶ 16; Snyder Suppl. PJ Aff. ¶ 15.) (These
meetings ceased in mid-2018, and Snyder represents that he
did not call into them most of the time because he was either
traveling or meeting with clients. (Snyder Suppl. PJ Aff.
¶¶ 15-16.)) Snyder also received remote access to
W. Capra computers hosted in Illinois, but Snyder disputes
that he ever used this system because he set up and used his
own system in Florida. (Stavropoulos PJ Decl. ¶ 15;
Snyder Suppl. PJ Aff. ¶ 14.)
MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION
moves to dismiss under Rule 12(b)(2), which calls for
dismissal where we lack personal jurisdiction over a party.
Fed.R.Civ.P. 12(b)(2). (Mot. to Dismiss.) For the reasons
that follow, we conclude that this Court has personal
jurisdiction over Snyder and deny his motion to dismiss.
a plaintiff need not anticipate a personal jurisdiction
challenge in its complaint, once the defendant moves to
dismiss the complaint for lack of personal jurisdiction, the
plaintiff bears the burden of demonstrating the existence of
jurisdiction. Purdue, 338 F.3d at 782. “A
district court sitting in diversity has personal jurisdiction
over a nonresident defendant only if a court of the state in
which it sits would have jurisdiction.” Id. at
779; see Fed. R. Civ. P. 4(k)(1)(A). Illinois'
long-arm statute extends the personal jurisdiction of its
courts to out-of-state defendants on any basis
“permitted by the Illinois Constitution and the
Constitution of the United States.” 725 ILCS
5/2-209(c). Therefore, if personal jurisdiction is
constitutional, an Illinois court may exercise jurisdiction
under its long-arm statute. N. Grain Mktg., LLC v.
Greving, 743 F.3d 487, 492 (7th Cir. 2014) (observing
that “the statutory question merges with the
constitutional one” in Illinois).
Process Clause of the Fourteenth Amendment sets the bounds of
personal jurisdiction in a diversity suit. U.S. Const.,
amend. XIV, § 1; Burger King Corp. v.
Rudzewicz, 471 U.S. 462, 464, 105 S.Ct. 2174, 2177
(1985); N. Grain Mktg., LLC, 743 F.3d at 492.
“A forum state's courts may not exercise personal
jurisdiction over a nonconsenting, out-of-state defendant
unless the defendant has ‘certain minimum contacts with
it such that the maintenance of the suit does not offend
traditional notions of fair play and substantial
justice.'” N. Grain Mktg., 743 F.3d at 492
(quoting Int'l Shoe Co. v. Wash., Office of
Unemp't Comp. & Placement, 326 U.S. 310, 316, 66
S.Ct. 154, 158 (1945) (internal quotations omitted)). The
requirement of personal jurisdiction is meant to protect
“an individual's liberty interest in not being
subject to the binding judgments of a forum with which he has
established no meaningful ‘contacts, ties, or
relations.'” Burger King, 471 U.S. at
471-72, 105 S.Ct. at 2181 (quoting Int'l Shoe
Co., 326 U.S. at 319, 66 S.Ct. at 160). Personal
jurisdiction may be general or specific to claims made in a
particular case. Tamburo v. Dworkin, 601 F.3d 693,
701 (7th Cir. 2010). General personal jurisdiction arises
when a defendant has “continuous and systematic”
contacts with a forum state. Helicopteros Nacionales de
Colombia, S.A. v. Hall, 466 U.S. 408, 416, 104 S.Ct.
1868, 1873 (1984). W. Capra here claims only that we have
specific, rather than general, jurisdiction over Snyder.
(Pl.'s PJ Resp. at 1.)
personal jurisdiction is appropriate where (1) the defendant
has purposefully directed his activities at the forum state
or purposefully availed himself of the privilege of
conducting business in that state, and (2) the alleged injury
arises out of the defendant's forum-related
activities.” Tamburo, 601 F.3d at 702 (citing
Burger King, 471 U.S. at 472, 105 S.Ct. at 2182).
“The exercise of specific personal jurisdiction must
also comport with traditional notions of fair play and
substantial justice as required by the Fourteenth
Amendment's Due Process Clause.” Id.
(citing Int'l Shoe Co., 326 U.S. at 316, 66
S.Ct. at 158). These requirements keep individuals from being
called to defend against suits in jurisdictions resulting
from purely “random, fortuitous, or attenuated
contacts.” Burger King, 471 U.S. at 475, 105
S.Ct. at 2183. Specific jurisdiction may be appropriate where
a defendant “has deliberately engaged in significant
activities within the forum state” or “created
continuing obligations between itself and a resident of the
forum.” Purdue, 338 F.3d at 780-81.
cases arising out of contract disputes, “contracting
with an out-of-state party alone cannot establish
automatically sufficient minimum contacts in the other
party's home forum.” Id. at 781 (citing
Burger King, 471 U.S. at 478, 105 S.Ct. at 2185).
Instead, we must take a “highly realistic” view
of the contract in context of the entire transaction between
the parties. Id. (quoting Burger King, 471
U.S. at 479, 105 S.Ct. at 2185). We therefore evaluate the
contract's “prior negotiations and contemplated
future consequences, along with the terms of the contract and
the parties' actual course of dealing” to determine
whether the defendant's actions constitute purposeful
minimum contacts with the forum state. Burger King,
471 U.S. at 479, 105 S.Ct. at 2185.
the foregoing, we conclude that Snyder had sufficient minimum
contacts with Illinois through his application, hiring, and
employment with W. Capra such that it does not offend
“traditional notions of fair play and substantial
justice” for him to defend a suit in Illinois arising
from an alleged breach of his employment contract.
Int'l Shoe Co., 326 U.S. at 316, 66 S.Ct. at
review of the facts submitted by the parties reveals that
Snyder had sufficient minimum contacts with Illinois to
render personal jurisdiction proper in an Illinois court.
outset, Snyder initiated contact with W. Capra by submitting
his resume in response to their job posting. (Stavropoulos PJ
Decl. ¶ 6.) “The question of which party initiated
or solicited a business transaction has long been considered
pertinent to the constitutional propriety of personal
jurisdiction in a suit arising out of the transaction.”
Madison Consulting Grp. v. State of S.C., 752 F.2d
1193, 1202 (7th Cir. 1985). In some cases where courts have
found personal jurisdiction, “the defendant's
solicitation of the plaintiff amounted to no more than a
single communication that initiated negotiations of the
transaction at issue.” Id. at 1203 (listing
contends that because he submitted his application via
Glassdoor, a non-Illinois third-party job application
aggregator, who then forwarded his information to W. Capra,
who in turn contacted Snyder, it was in fact W. Capra, not
Snyder, who initiated contact. (Mot. to Dismiss ¶¶
34, 37.) See Burger King, 471 U.S. at 475, 105 S.Ct
at 2183-84 (personal jurisdiction must be based on the
defendant's actions to establish connections with the
forum, not on unilateral actions of the plaintiff). We are
unconvinced. Snyder did not passively post his resume and
wait for any employer to call him. By submitting his resume
to W. Capra's Glassdoor listing, Snyder meant for W.
Capra to read it and consider Snyder a job applicant.
See, e.g., Felland v. Clifton, 682 F.3d
665, 676 n.3 (7th Cir. 2012) (although email accounts can be
accessed in any state, emails “purposefully sent to