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UIG, Inc. v. Guerin

Superior Court of Maine, Cumberland

July 12, 2019

UIG, INC., Plaintiff
v.
RONALD GUERIN, Defendant

          Plaintiff-Frank Bemis, Esq. and Joanne Simonelli, Esq.

          Defendant Nolan Reichl, Esq.

          ORDER

          Thomas D. Warren Justice, Superior Court

          Before the court are two motions: (1) a motion for a preliminary injunction filed by plaintiff UIG, Inc. with its complaint and (2) a motion by defendant Ronald Guerin to dismiss a portion of count I of UIG's complaint and to dismiss counts II and III of UIG's complaint in their entirety.[1]

         In this action UIG contends that Guerin, a former shareholder of UIG who sold bis shares in 2015. has violated a restrictive covenant that prohibits him from soliciting UIG customers for five years and permanently prohibits him from disclosing UIG files and customer lists.

         The court will first address the motion to dismiss because, to the extent that the complaint fails to state a claim, that will affect UIG's entitlement to a preliminary injunction, Legal Standard - Rule l2(b)(6)

         For purposes of a motion to dismiss, the material allegations of the complaint must be taken as admitted. Ramsey v. Baxter Title Co., 2012 ME 113 ¶ 2, 54 A.3d 710, The complaint must be read in the light most favorable to the plaintiff to determine if it sets forth elements of a cause of action or alleges facts that would entitle plaintiff to relief pursuant to some legal theory. Bisson v. Hannaford Bros. Co., Inc., 2006 ME 131 ¶ 2, 909 A.2d 1010. Dismissal is appropriate only when it appears beyond doubt that the plaintiff is not entitled to relief under any set of facts that he might prove in support of his claim. Moody v. State Liquor & Lottery Commission, 2004 ME 20 ¶ 7, 843 A.2d 43. However, a plaintiff may not proceed if the complaint fails to allege essential elements of the cause of action. See Potter, Prescott, Jamieson & Nelson P. A. v. Campbell, 1998 ME 70 ¶¶ 6-7, 708 A.2d 283.

         Discussion

         Count I of UIG's complaint alleges that Guerin is a former employee and shareholder of UIG who left UIG and sold his shares back to UIG on September 22, 2015. He subsequently began working at the Varney Agency, a UIG competitor.

         Pursuant to the Redemption and Stock Purchase Agreement that Guerin signed upon his departure, part of the consideration he received was based on his agreement that he remained subject to certain restrictive covenants contained in a Second Amended Shareholders Agreement that Guerin had entered on January 1, 2010.[2] The two covenants that UIG contends Guerin has violated are the covenant in section 14(b) and the covenant in section 14(c).

         Paragraph 14(b) of the shareholder agreement provides that the parties agree the files and records of UIG are "confidential and in some respects constitute trade secrets" and shall not be disclosed to any outside person or organization.

         Paragraph 14(c) provides that the parties agree that if a party's employment with UTG terminates, he or she will not for the next five years directly or indirectly solicit any business from persons or organizations that were customers of UIG during the last two years of the party's employment with UIG or that were being actively solicited during the last year of the party's employment with UIG.

         The shareholders agreement contains an additional restrictive covenant prohibiting a party from engaging in any business in competition with UIG for one year after the termination of employment. That provision expired in September 2016, and UIG does not allege that provision was violated.

         Count II of UIG's complaint alleges that Guerin has violated the Maine Uniform Trade Secrets Act by using UIG trade secrets, including confidential customer information, at the Varney Agency. Count III of ...


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