Rimkus Consulting Group Inc. v. Cammarata - Ballard Spahr LLP

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Case 4:07-cv-00405 Document 450 Filed in TXSD on 02/19/10 Page 28 of 139 to Rimkus customer information, Rimkus business plans, Rimkus operations information, and Rimkus work for their clients. In 2004, Bell became central region property manager and a vice-president of Rimkus. He was responsible for the area from Louisiana to the Canadian border. On July 14, 2005, Rimkus and Bell entered into a “Common Stock Purchase Agreement.” Under the Common Stock Purchase Agreement, Bell purchased 2,000 shares of Rimkus stock. The Agreement was between the “Corporation,” defined as Rimkus Consulting Group, Inc., and the “Shareholder,” defined as Bell. The Common Stock Purchase Agreement contained a noncompetition clause, which provided as follows: Each Shareholder, recognizing that a covenant not to compete is required to protect the business interests of the Corporation, agrees that unless the Corporation consents in writing to the contrary, such Shareholder shall not engage directly or indirectly as an employee, agent, shareholder, officer, director, partner, sole proprietor or in any other fashion in a competing business in any of the geographic areas in which the Corporation is then conducting business, during his period of employment by the Corporation and for five (5) years after the Closing of the purchase transaction. . . . The covenant is in addition to any non-competition agreement contained in any employment agreement between each Shareholder and the Corporation. Each Shareholder has entered into an Employment Agreement with the Corporation which contains such a non-competition agreement. Shareholders and the Corporation agree that, for purposes of this Agreement, the non-competition provisions extending the period to a five-year period commencing with the date of any Terminating event will prevail over the period as specified in the Employment Agreement between each Shareholder and the Corporation. (Docket Entry No. 321, Ex. C at 10–11). 28
Case 4:07-cv-00405 Document 450 Filed in TXSD on 02/19/10 Page 29 of 139 The Common Stock Purchase Agreement also addressed confidential information: [C]onfidential information pertaining to the Corporation’s customers and business and marketing methods, including, but not limited to, customer or client lists and trade secrets which may be available to them is valuable, special and unique except as such may be in the public domain. Accordingly, each Shareholder hereby agrees that he will not at any time disclose any of such information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever or make use in any other way to his advantage of such information. (Id. at 11). The Agreement also stated that Rimkus and Bell “each agree[d] to refrain from any conduct, by word or act, that will reflect negatively on the character or conduct of the other.” (Id. at 10). On September 27, 2006, Bell resigned from Rimkus effective October 31. Cammarata resigned on November 15, 2006. On that date, Bell, Cammarata, and Mike DeHarde, another employee who had also worked at RCGL in Louisiana, formed and immediately began to work for U.S. Forensic. Like Rimkus, U.S. Forensic provides investigative and forensic engineering services, primarily to determine the cause, origin, and extent of losses from failures and accidents. The parties do not dispute that U.S. Forensic competes with Rimkus in providing investigative and forensic engineering services, although U.S. Forensic does not offer as broad a range of services as Rimkus. U.S. Forensic currently has offices in Louisiana, Mississippi, Florida, and Tennessee and employs engineers registered in twenty states. In this litigation, Rimkus alleges that Bell breached his fiduciary duty as an officer of 29
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Rimkus Consulting Group Inc. v. Cammarata - Ballard Spahr LLP

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