United States District Court, E.D. Virginia, Alexandria Division
M. HILTON, UNITED STATES DISTRICT JUDGE
MATTER comes before the Court on Plaintiff and
Defendant's Motions for Summary Judgment pursuant to
Federal Rule of Civil Procedure 56.
P5 Solutions, Inc. ("P5") is a Virginia business
that supports information technology services and provides
support for customers that utilize the "ServiceNow
Performance Analytics" platform. Defendant Christopher
Steinke was a part-time P5 employee from approximately June
2016 until January 8, 2018, when he was offered and accepted
full-time employment with P5.
commencement of his full-time employment on January 15, 2018,
Steinke and P5 executed an "At Will Employment
Agreement" (the "Employment Contract").
Steinke's new title was "Director of Performance and
Transformation," and his duties generally included
working on client projects and marketing P5's business.
Throughout Steinke's employment, Steinke periodically
copied his P5 work e-mails and their attachments to his
personal Dropbox account. In total, Steinke copied
approximately 22, 000 electronic documents. Steinke contends
that he stored his company e-mails on his cloud-based Dropbox
account because it allowed him to collaborate with his
coworkers and because it would serve as a back-up in the
event of loss or damage to his work computer. The
approximately 22, 000 documents retained by Steinke contained
a variety of P5 business information, including client
pricing information, client presentation materials, and
"rate cards" breaking down P5's rates based on
was terminated by P5 on April 17, 2018. When Steinke was
terminated, he returned his work laptop but did not return
any of the approximately 22, 000 copied documents. On May 1,
2018, following his termination, Steinke's counsel sent
P5 a letter alleging that P5 failed to pay certain wages and
compensation owed to Steinke. In the May 1, 2018 letter
Steinke made references to some of the copied documents, but
P5 did not request that he return any of those referenced
documents in response to his letter.
21, 2018, Steinke filed suit in the Superior Court for the
District of Columbia alleging that P5 failed to pay him
certain wages and compensation (the "DC
Litigation"). Steinke produced many of the copied
documents in the DC Litigation, and P5 has paid significant
legal fees defending that matter.
relevant to the present motions, the Employment Contract
contains provisions requiring the return company property
upon termination (paragraph four), that Steinke refrain from
disclosing confidential company information (paragraph five),
and a damages clause (paragraph seven). Paragraph four of the
Employment Contract states that, upon termination,
"[Steinke] will immediately deliver to Employer all
data, manuals, specifications, lists, notes, writings,
customer and product lists, photocopies, microfilm, tape
recordings, computer disks, patterns, art work, and all other
documents or tangible materials whatsoever, including all
copies or duplicates, concerning any part of Employer's
activities or concerning any part of [Steinke's]
activities as an employee."
five of the Employment Contract, "Confidentiality,"
forbids Steinke from using, publishing, disclosing,
appropriating or communicating, directly or indirectly, any
marketing, sales, service, costs, business method, formula,
product specifications, planning, engineering, technical
information relating to P5, as well as any customer lists
and/or any other information "which could give any third
party an opportunity to obtain advantage over competitors who
did not know such information[.]"
seven of the Employment Contract states that if Steinke
breaches paragraphs three, four, five, or six of the
Employment Contract and "[P]5 determines that actual
damages resulting from [Steinke]'s violation cannot
reasonably be ascertained, [P5] may elect, at its sole
discretion, to recover liquidated damages in the amount of
$100, 000 plus court costs, litigation expenses, and actual
and reasonable attorneys' fees."
amended complaint, P5 alleges one count of breach of the
Employment Contract. In support of its motion for summary
judgment, P5 argues that Steinke's retention of the
approximately 22, 000 documents breached paragraphs four and
five of the Employment Contract. Relying on paragraph seven
of the Employment Contract, P5 seeks $100, 000 in damages and
the return of the documents. In support of Steinke's
motion for summary judgment, Steinke argues that he did not
breach the Employment Contract and that even if he did, P5
has not suffered any damage resulting from the breach.
Federal Rule of Civil Procedure 56, a court should grant
summary judgment if the pleadings and evidence show that
there is no genuine dispute as to any material fact and that
the moving party is entitled to judgment as a matter of law.
Fed.R.Civ.P. 56; see Celotex Corp. v. Catrett, 477
U.S. 317, 322 (1986). In reviewing a motion for summary
judgment, the court views the facts in the light most
favorable to the non-moving party. See Anderson v.
Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). Once a
motion for summary judgment is properly made, the opposing
party has the burden to show that a genuine dispute of
material fact exists. See Matsushita Elec.
Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586-87
(1986). This Court finds this case is ripe for summary
elements of a breach of contract action are (1) a legally
enforceable obligation of a defendant to a plaintiff; (2) the
defendant's violation or breach of that obligation; and
(3) injury or damage to the plaintiff caused by the breach of
obligation." Filak v. George, 594 S.E.2d 610,
614 (Va. 2004). As with any cause of action, damage to a
plaintiff is an essential element and "[i]n the absence
of injury or damage to a plaintiff or his property, he has no
cause of action and no right of action can accrue to
him." Fried v. Smith, 421 S.E.2d 437, 439 (Va.
1992); Sunrise Continuing Care, LLC v. Wright, 671
S.E.2d 132, 136 (Va. 2009) ("Proof of damages is an
essential element of a breach of contract claim, and failure
to prove that element warrants dismissal of the
first argues that Steinke had a legally enforceable
obligation to return the approximately 22, 000 documents upon
termination of his employment with P5. The Court agrees.
Paragraph four of the Employment Contract makes clear that
Steinke must, upon termination, "immediately deliver to
[P5] all data . including copies or duplicates, concerning
any part of [P5's] activities or concerning any part of
[Steinke's] activities as an employee." There is no
genuine dispute of fact that the approximately 22, 000
documents retained by Steinke belong or otherwise
"concern" P5's activities as an employer of
P5 argues that Steinke has materially breached paragraph four
by failing to return the approximately 22, 000 documents when
he was terminated on April 17, 2018. In response, Steinke
argues that the issue of whether he breached paragraph four
depends on whether it required Steinke to "do something
more than simply ensure that P5 was in possession of all
documents in his personal Dropbox such that P5 would not be
deprived of the use of such documents." Contending that
paragraph four does not require Steinke to do anything beyond
ensure that P5 had access to the original copies of the
electronic documents, Steinke argues that he was not required
to return their copies. Conspicuously absent from
Steinke's argument is any recognition that paragraph four
explicitly requires Steinke to return "all copies or
duplicates" of documents belonging to P5, not simply
ensure that P5 has access to the original copies of messages.
Steinke's proffered reading of paragraph four would run
afoul of established Virginia rules of contract
interpretation. Brooks v. Bankson, 445 S.E.2d 473,
477 (Va. 1994} ("A contract must be construed as a whole
to determine the parties' intent with respect to specific
provisions."). To accept Steinke's argument ...