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W. Capra Consulting Group, Inc. v. Snyder

United States District Court, N.D. Illinois, Eastern Division

August 20, 2019




         Presently 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 injunction.


         The 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).

         A. Facts Pertaining to TRO and Preliminary Injunction Motion

         W. 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.)

         A 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.)

         When 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.)

         Snyder 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.)

         Snyder's 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.)

         W. 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 TRO.)

         B. Facts Pertaining to Personal Jurisdiction

         In 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.

         W. 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.)

         Snyder 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.)

         Snyder 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. ¶ 14.)[1]

         Snyder 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.)

         Snyder 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.)[2] 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.)


         Snyder 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.


         Although 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).

         The Due 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.)

         “Specific 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.

         For 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.

         B. ANALYSIS

         Applying 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 158.

         1. Minimum Contacts

         A 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.

         At the 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 cases).

         Snyder 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 ...

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