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Techint Solutions Group, LLC v. Sasnett

United States District Court, W.D. Virginia, Harrisonburg Division

October 7, 2019

BRANDON SASNETT, et al., Defendants.


          Elizabeth K. Dillon United States District Judge.

         This matter is before the court on TechINT Solutions Group, LLC's (TechINT) motion for partial summary judgment against defendants Brandon Sasnett and Scott Crino on Counts I (Sasnett), II (Sasnett and Crino), and VI (Sasnett) (Dkt. No. 157), and Crino's motion for partial summary judgment against TechINT on Counts IV, V, and VI (Dkt. No. 191). The court heard oral argument on TechINT's motion on June 11, 2019, and took the matter under advisement. On September 26, 2019, the court heard oral argument on Crino's motion and took that matter under advisement.[1] For the reasons set forth below, the court will grant in part and deny in part TechINT's motion for partial summary judgment and will grant in part and deny in part Crino's motion for partial summary judgment.

         I. BACKGROUND

         In broad terms, this case involves claims by an employer, TechINT, [2] against its former employee, Sasnett, who left its employ and was immediately thereafter employed by Red Six, a customer of TechINT's. TechINT hired Sasnett in September 2013 as an Intelligence Analyst working with unmanned aircraft systems (UAS). (Funicello Aff. ¶ 10, Dkt. No. 5-1.) On January 1, 2016, TechINT entered several contracts with Sasnett by which Sasnett received a 2% membership interest in the LLC. (Id. ¶ 11; TechINT Dep. 37, Dkt. Nos. 192-2, 199-6.)[3] One of those agreements, the Services Agreement, contained a restrictive covenant that largely forms the basis of this dispute. (Funicello Aff. ¶ 12.)

         While Sasnett worked at TechINT, the company provided UAS services as a subcontractor to several government contractors, including Red Six Solutions, LLC (Red Six). (Id. ¶ 26; TechINT Dep. Ex. 3, Dkt. No. 192-2.) TechINT also pursued additional agreements with several other entities. (Funicello Supp. Decl. ¶¶ 8-20, Dkt. No. 40-1 (including “the agency, ” ELTA NA, USMC, Cherokee Nation, Combating Terrorism Technical Support Office, Battelle, and Canadian Special Forces).) According to TechINT, Sasnett and his fellow UAS employee, Archie Stafford, [4] oversaw TechINT's provision of UAS services and were tasked with growing TechINT's UAS-related business. (Funicello Aff. ¶ 13.)

         On October 11, 2017, Sasnett resigned from TechINT. (Sasnett Dep. 268, Dkt. Nos. 192-1, 199-2; Sasnett Dep. Ex. 17, Dkt. No. 192-1.) Prior to his resignation, on October 10, 2017, Sasnett texted Crino, Red Six's CEO, asking, hypothetically, whether Red Six would consider hiring someone “with [Sasnett's] exact experience and background” if they “suddenly became available on the market, ” to which Crino answered, “absolutely.” (Red Six Dep. Ex. 14, Dkt. No. 192-6.) According to Crino, this was the first time Sasnett had ever expressed to Crino an interest in leaving TechINT. (Def. Mot. Summ. J. 6, Dkt. No. 192.) The day Sasnett resigned, he texted Crino to tell him he was a “free agent.” (Red Six Dep. Ex. 14.) Sasnett accepted a job offer and started his employment with Red Six on October 17, 2017.[5] (Sasnett Dep. 273.)

         Shortly after Red Six hired Sasnett, TechINT advised Crino that Sasnett had a Services Agreement that barred him, for a term of two years after his employment with TechINT ended, from providing the same services TechINT provided to its actual clients and certain prospective clients and also barred him from soliciting TechINT employees. (Crino Dep. 8-9, Dkt. Nos. 192-7, 199-11.) Even after Crino learned of that agreement and received a copy of it, however, Red Six continued to employ Sasnett. (See Def. Mot. Summ. J. 10 (“Sasnett ceased being a Red Six employee on August 28, 2019.”).) Red Six immediately cancelled its own purchase order with TechINT (Red Six Dep. 78-79), and Red Six and Sasnett began doing work for some of TechINT's clients or prospective clients (see, e.g., id. at 140 (noting that Stafford, Sasnett, and Crino, among others, provided UAS services to ELTA)).[6]

         TechINT then filed the present lawsuit asserting the following claims:[7]

Count I: a breach of contract claim for breach of the Services Agreement (against Sasnett only);
Count II: tortious interference with contract and business expectancies (against Sasnett and Crino);
Count III: conversion (against Sasnett only);
Count IV: conspiracy (against Sasnett and Crino);
Count V: breach of fiduciary duty and aiding and abetting breach of fiduciary duty (against Sasnett and Crino); and
Count VI: injunctive relief enforcing the terms of Sasnett's Services Agreement and ordering all defendants to “cease any further unlawful activity.”

(Am. Compl., Dkt. No. 120.) As stated above, TechINT filed its motion for partial summary judgment against Sasnett and Crino seeking judgment on counts I, II, and VI (against Sasnett only), and Crino filed his motion for partial summary judgment against TechINT as to counts IV, V, and VI.


         A. Standard of Review

         Summary judgment is proper where “there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). A genuine issue of material fact exists only where the record, taken as a whole, could lead a reasonable jury to return a verdict in favor of the non-moving party. Ricci v. DeStefano, 557 U.S. 557, 586 (2009). In making that determination, the court must take “the evidence and all reasonable inferences drawn therefrom in the light most favorable to the nonmoving party.” Henry v. Purnell, 652 F.3d 524, 531 (4th Cir. 2011) (en banc) (quoting Ausherman v. Bank of Am. Corp., 352 F.3d 896, 899 (4th Cir. 2003)).

         A party opposing summary judgment “may not rest upon the mere allegations or denials of his pleading, but . . . must set forth specific facts showing that there is a genuine issue for trial.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986) (citations omitted). Moreover, “[t]he mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported motion for summary judgment . . . .” Id. at 247-48. Instead, the non-moving party must produce “significantly probative” evidence from which a reasonable jury could return a verdict in his favor. Abcor Corp. v. AM Int'l, Inc., 916 F.2d 924 (4th Cir. 1990) (quoting Anderson, 477 U.S. at 249-50). “While courts must take special care when considering a motion for summary judgment in a discrimination case because motive is often the critical issue, summary judgment disposition remains appropriate if the plaintiff cannot prevail as a matter of law.” Evans v. Techs. Applications & Serv. Co., 80 F.3d 954, 958-59 (4th Cir. 1996).

         B. Crino's Motion for Partial Summary Judgment as to Counts IV-VI

         Crino moves for summary judgment on the Counts of conspiracy, aiding and abetting Sasnett's breach of fiduciary duty, and injunctive relief.

         1. Conspiracy (Count IV)

         TechINT claims Crino should be liable for damages stemming from a conspiracy in which Sasnett, Red Six, Crino, and Stafford acted in concert and intentionally to harm TechINT's business. As a preliminary matter, Crino argues that, to the extent TechINT's conspiracy claim arises from actions taken after Sasnett began working for Red Six, it is barred by the intracorporate immunity doctrine. The court agrees and will therefore consider TechINT's conspiracy claim only in relation to actions taken prior to Sasnett's and Stafford's employment with Red Six.

         a. Intracorporate immunity doctrine

         Under the intractorporate immunity doctrine, “acts of corporate agents are the acts of the corporation itself, and corporate employees cannot conspire with each other or with the corporation.” ePlus Tech., Inc. v. Aboud, 313 F.3d 166, 179 (4th Cir. 2002); NorthStar Aviation, LLC v. Alberto, 332 F.Supp.3d 1007, 1017 (E.D. Va. 2018) (“Virginia law makes clear that because a corporation and its agents are essentially one actor, ‘a conspiracy between a corporation and its agents, acting within the scope of their employment, is a legal impossibility.'”). In a prior memorandum opinion, the court already considered to what extent this theory applies to TechINT's claim. (Mem. Op. Crino Mot. to Dismiss 5-6, Dkt. No. 172.) However, TechINT now asserts that the alleged conspiracy falls into an exception to intracorporate immunity.

         Two exceptions are relevant here. Specifically, the doctrine does not apply where a company's agents act outside the scope of their employment, see Darton Envtl., Inc. v. Fjuvo Collections, LLC, 332 F.Supp.3d 1022, 1035 (W.D. Va. 2018), or where one of the conspirators has an “independent personal stake in achieving the corporation's illegal objective, ” Selman v. Am. Sports Underwriters, Inc., 697 F.Supp. 225, 239 (W.D. Va. 1988) (citing Buschi v. Kirven, 775 F.2d 1240, 1252 (4th Cir. 1985)). But see Phoenix Renovation Corp. v. Rodriguez, 461 F.Supp.2d 411, 429 (E.D. Va. 2006) (“Virginia has not recognized the so-called ‘personal stake' exception to this general rule . . . .”). Relying on these exceptions, TechINT argues that Crino acted outside the scope of his employment and with a personal financial stake in the outcome of the conspiracy.

         TechINT first points to Red Six's “Core Values” as proof that Crino's actions exceeded his role at Red Six. (See Pl. Br. in Opp. 14 (“According to Crino, the Core Values include respecting a third party's contracts.” (citing Red Six Dep. 37-43)).) Because Crino violated the Core Values by ignoring Sasnett and Stafford's restrictive covenants, TechINT contends he acted outside the scope of his employment. However, as a mere aspirational code of conduct, the Core Values do not strictly define Crino's role as CEO of Red Six. Indeed, by pursuing opportunities to grow Red Six's client base and increase revenue, Crino and Sasnett assuredly acted within the scope of their employment with Red Six. TechINT has not identified any facts or case law to the contrary.[8]

         Similarly, TechINT has not pointed to any facts indicating that Crino acted with a sufficiently personal motive. TechINT's argument hinges on its allegations that as a result of the conspiracy, Red Six and Crino would see an increase in profits. However, the Fourth Circuit has limited the personal-stake exception to situations “where a co-conspirator possesses a personal stake independent of his relationship to the corporation.” ePlus Tech., Inc., 313 F.3d at 179 (emphasis added); see also Selman, 697 F.Supp. at 239 (“Certainly, under the most permissive interpretation of its language, an employee or agent of a corporation would always meet the exception since he would surely have an independent personal stake in the health and profitability of the corporation. Such an interpretation is overbroad.”). Although Crino, as CEO and majority owner of Red Six, would certainly stand to gain financially from any alleged conspiracy to usurp TechINT's business, this benefit stems directly from Crino's relationship to Red Six. That Crino sought to increase the profitability of a company in which he holds a majority ownership cannot suffice to establish the personal stake necessary to bar application of the intracorporate immunity doctrine.[9]

         Accordingly, to the extent TechINT alleges a conspiracy between Crino and Sasnett or Stafford during the period in which Sasnett and/or Stafford were employees of Red Six, TechINT's claim is barred by the intracorporate immunity doctrine.

         b. Conspiracy prior to Sasnett's employment with Red Six

         Virginia allows recovery for civil conspiracy where “[a]ny two or more persons who combine, associate, agree, mutually undertake or concert together for the purpose of . . . willfully and maliciously injuring another in his reputation, trade, business or profession by any means whatever.” Va. Code §§ 18.2-499, 18.2-500. To succeed on a conspiracy claim, a plaintiff must prove “(1) concerted action; (2) ...

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