United States District Court, D. Nebraska
SIGNATURE STYLE, INC., a Nebraska Corporation, d/b/a SIGNATURE STYLE JEWELRY, Plaintiff and counterclaim defendant,
SCOTT ROSELAND, d/b/a EMPIRE CHAMPIONSHIP RINGS, Defendant and counterclaimant.
MEMORANDUM AND ORDER
M. GERRARD CHIEF UNITED STATES DISTRICT JUDGE.
dispute arose after defendant Scott Roseland terminated his
employment with plaintiff Signature Style, Inc. and started a
competing business, Empire Championship Rings. Signature
Style alleges that Roseland breached both a
Confidentiality/Nondisclosure Agreement (filing 1-2 at 16)
and a Noncompete Agreement (filing 1-2 at 17) by taking
customer records, design and supplier information, other
proprietary information, and trade secrets and using them to
matter is before the Court on Roseland's partial motion
to dismiss (filing 5) pursuant to Fed.R.Civ.P. 12(b)(6). For
the reasons set forth below, the Court will grant
Roseland's motion in part and deny it in part.
Style is a Nebraska corporation that designs, manufactures
and sells championship and class rings nationwide. Filing 1-2
at 1. Its principal place of business is in Lincoln,
Nebraska. Filing 1-2 at 1. Roseland worked for Signature
Style from 2013 or 2014 until mid-February 2019, first as a
sales representative and later a sales manager. Filing 1-2 at
2-3; filing 4 at 2-3. On September 10, 2018 Roseland signed a
Confidentiality/Non-Disclosure Agreement and a Non-Compete
Agreement as a condition of his continued employment with
Signature Style. Filing 1-2 at 2; filing 4 at 2. In
mid-February 2019, Roseland notified Signature Style he would
be resigning and starting his own jewelry design and sales
business. Filing 1-2 at 3; filing 4 at 3.
moved from Lincoln, Nebraska to Wichita, Kansas and started
Empire. See filing 1-2 at 1-3, filing 4 at 1-3.
Signature Style alleges that Roseland took confidential
information including customer lists; pricing methods; and
names and addresses of suppliers, vendors, and other third
parties doing business with Signature Style. Filing 1-2 at
2-3, 18. Signature Style also alleges Roseland has used this
confidential information to establish Empire in violation of
the confidentiality agreement and noncompete agreement.
Filing 1-2 at 3-4. Finally, Signature Style alleges that
Roseland is soliciting former, current and prospective
customers that Roseland "knew or otherwise developed a
relationship with" while employed at Signature Style.
Roseland admits that Empire competes with Signature Style,
but denies that he took any confidential information. Filing
4 at 3.
Style sued Roseland for (1) breach of contract, (2)
accounting, (3) misappropriation of proprietary material, (4)
breach of the Nebraska Trade Secrets Act, (5) breach of the
Nebraska Uniform Deceptive Trade Practices Act (UDTPA), (6)
unjust enrichment, and (7) injunctive relief. Filing 1-2 at
1-9. Roseland now moves to dismiss Signature Style's
breach of contract, and UDTPA claims.
STANDARD OF REVIEW
complaint must set forth a short and plain statement of the
claim showing that the pleader is entitled to relief.
Fed.R.Civ.P. 8(a)(2). This standard does not require detailed
factual allegations, but it demands more than an unadorned
accusation. Ashcroft v. Iqbal, 556 U.S. 662, 678
(2009). The complaint need not contain detailed factual
allegations, but must provide more than labels and
conclusions; and a formulaic recitation of the elements of a
cause of action will not suffice. Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 555 (2007). For the purposes of a
motion to dismiss a court must take all of the factual
allegations in the complaint as true, but is not bound to
accept as true a legal conclusion couched as a factual
survive a motion to dismiss under Fed.R.Civ.P. 12(b)(6), a
complaint must also contain sufficient factual matter,
accepted as true, to state a claim for relief that is
plausible on its face. Iqbal, 556 U.S. at 678. A
claim has facial plausibility when the plaintiff pleads
factual content that allows the Court to draw the reasonable
inference that the defendant is liable for the misconduct
alleged. Id. Where the well-pleaded facts do not
permit the Court to infer more than the mere possibility of
misconduct, the complaint has alleged-but has not shown-that
the pleader is entitled to relief. Id. at 679.
whether a complaint states a plausible claim for relief will
require the reviewing court to draw on its judicial
experience and common sense. Id. The facts alleged
must raise a reasonable expectation that discovery will
reveal evidence to substantiate the necessary elements of the
plaintiff's claim. See Twombly, 550
U.S. at 545. The Court must assume the truth of the
plaintiff's factual allegations, and a well-pleaded
complaint may proceed, even if it strikes a savvy judge that
actual proof of those facts is improbable, and that recovery
is very remote and unlikely. Id. at 556.
deciding a motion to dismiss under Rule 12(b)(6), the Court
is normally limited to considering the facts alleged in the
complaint. If the Court considers matters outside the
pleadings, the motion to dismiss must be converted to one for
summary judgment. Fed.R.Civ.P. 12(d). However, the Court may
consider exhibits attached to the complaint and materials
that are necessarily embraced by the pleadings without
converting the motion. Mattes v. ABC Plastics,
Inc., 323 F.3d 695, 697 n.4 (8th Cir. 2003). Documents
necessarily embraced by the pleadings include those whose
contents are alleged in a complaint and whose authenticity no
party questions, but which are not physically attached to the
pleading. Ashanti v. City of Golden Valley, 666 F.3d
1148, 1151 (8th Cir. 2012).
Breach of Contract
argues (1) the noncompete agreement is unenforceable as a
matter of Nebraska law, and (2) the noncompete and
confidentiality agreement should be considered as a single,
inseverable agreement; so the invalidity of the noncompete