Broadus v. Infor, Inc.

          Megan E. Douglass, Esq., Benjamin T. King, Esq., Thomas E. Lent, Esq., Steven D. Weatherhead, Esq.

          ORDER

          JOSEPH A. DICLERICO, JR. UNITED STATES DISTRICT JUDGE

         Thea Broadus filed this employment discrimination lawsuit against Infor, Inc., alleging racial discrimination, and retaliation and a state claim for tortious interference with a contract. Infor filed counterclaims for breach of contract (Count I); breach of duty of loyalty (Count II); fraud (Count III); unjust enrichment (Count IV); and conversion (Count V). Broadus moves to dismiss Counts I, II, III, and V of Infor's counterclaims. Infor opposes dismissal.

         Standard of Review

         In considering a motion to dismiss, the court accepts all well-pleaded facts as true and resolves all reasonable inferences in the non-moving party's favor. See Ocasio-Hernández v. Fortuño-Burset, 640 F.3d 1, 12 (1st Cir. 2011). The court disregards conclusory allegations that simply parrot the applicable legal standard. Manning v. Boston Med. Ctr. Corp., 725 F.3d 34, 43 (1st Cir. 2013). To determine whether a complaint survives a motion to dismiss, the court should use its “judicial experience and common sense, ” but should also avoid disregarding a factual allegation merely because actual proof of the alleged facts is improbable. Id. (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 556 (2007)).

         Background

         Thea Broadus was employed as an “account executive” with Infor, which develops and sells software related to the healthcare industry. Broadus, whose responsibilities as an account executive were focused on selling healthcare software, was paid through a “Variable Compensation Plan.” Broadus primarily worked from home.

         When she became employed with Infor, Broadus signed a “Nondisclosure, Noncompetition and Developments Agreement” (the “NND Agreement”). The NND Agreement prohibited Broadus from working for another company while she was employed with Infor. It also prohibited her from seeking or accepting employment with an Infor competitor for one year after her last day of employment with Infor. She was required under the agreement to notify Infor, in writing, within five days of accepting employment with an Infor competitor. The NND Agreement also contains a forum selection clause that states the following:

I [Broadus] irrevocably: (a) submit to the exclusive jurisdiction of the state and Federal courts in Georgia (collectively, the “Courts”) over any dispute, suit, action or proceeding arising out of or relating to this Agreement (individually, an “Agreement Action”) and irrevocably select such Courts as the sole and exclusive venue for any Agreement Action

. . . .

NND Agreement, doc. 10-1 ¶ 13.

         In “late April and early May 2018, ” Infor announced a “typical” yearly “restructuring” of its sales team. Counterclaims, doc. 10 at 14, ¶ 26. On May 11, Infor told Broadus, whom Infor alleges had not been performing well in her account executive position, that she would have 60 days to find another role with Infor.^[2]

         Infor alleges that it “extended this deadline on two occasions, ” but it does not indicate when it did so or for how long. Between May 2018 and August 2018, Broadus exchanged “numerous emails” about potential positions with Infor's human resources department.

         In June 2018, however, Broadus accepted a sales position with Oracle, one of Infor's competitors in the software industry. Broadus did not provide Infor with written notification of her new position. Nevertheless, between June and August 2018, Broadus accepted “approximately” $30, 000 of “base salary payments” from Infor. Counterclaims, doc. 10 at 15, ¶ 30(c)-(d). Broadus also “use[d] and access[ed] her Infor email account and Infor's internal online system” while employed with Oracle. Id. ¶ 30(b).

         Broadus had used the last name “Griggs” as an Infor employee, signing, for example, the NND Agreement with that name. Doc. 10-1 at 5. Broadus, however, also provided Infor with a tax document that indicated that she alternatively used the last name “Broadus”. Doc. 24-1.^[3] When Broadus accepted employment with Oracle, she used the last name “Broadus”. Infor faults Broadus for using two different last names, describing “Thea Broadus” as an “alias” that she used to ...