United States District Court, W.D. Virginia, Harrisonburg Division
Elizabeth K. Dillon United States District Judge.
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. 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
broad terms, this case involves claims by an employer,
TechINT,  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.) One of those
agreements, the Services Agreement, contained a restrictive
covenant that largely forms the basis of this dispute.
(Funicello Aff. ¶ 12.)
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,  oversaw TechINT's provision of UAS
services and were tasked with growing TechINT's
UAS-related business. (Funicello Aff. ¶ 13.)
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. (Sasnett Dep. 273.)
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
then filed the present lawsuit asserting the following
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.
Standard of Review
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)).
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
Crino's Motion for Partial Summary Judgment as to Counts
moves for summary judgment on the Counts of conspiracy,
aiding and abetting Sasnett's breach of fiduciary duty,
and injunctive relief.
Conspiracy (Count IV)
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.
Intracorporate immunity doctrine
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.
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.
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
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
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.
Conspiracy prior to Sasnett's employment with Red
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) ...