D2L Ltd. v. Biggs ( 2019 )

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND D2L Lad, * v. * Civil No. CCB-18-2994 og Kevin T. Biggs, ef al. . MEMORANDUM _ Pending before the court is defendant OneLogin, Inc.’s (“OneLogin”) motion to dismiss the complaint for lack of personal jurisdiction, or, in the alternative, for failure to state a claim. (ECF No. 7). For the reasons outlined below, OneLogin’s motion will be granted for lack of personal jurisdiction. The issues have been briefed and no oral argument is necessary. See Local Rule 105.6 (D. Md. 2018). BACKGROUND D2L Ltd, (“D2L”) is a “global cloud software company” incorporated in Maryland and headquartered in Canada. (Compl. {J 1, 4, ECF No. 1-1; Def.’s Reply Ex. 1 at 3, ECF No. 23-1). OneLogin, a Delaware corporation headquartered in California, is a “cloud-based identity and access management provider.” (Compl. | 2; Huger Aff. 2, ECF No. 7-2). Defendant Kevin T. Biggs (“Biggs”), a California resident, worked as Senior Vice President of Worldwide Sales for D2L from August 2014 through October 2017. (Compl. ff 2, 6; Biggs Aff. { 2, ECF No. 7-3). As a D2L employee, Biggs signed an Employee Confidentiality, Inventions and Non-Compete Agreement (“Non-Solicitation Agreement”). (Compl. ff 3, 10). Biggs executed the Non- □ Solicitation Agreement in California. (Biggs Aff. q 3), The Non-Solicitation Agreement prohibited Biggs from “directly or indirectly, solicit[ing] for employment, employ[ing] or otherwise engag[ing] the services of, any representatives, contractors, employees, distributors or consultants of D2L” for a period of nine months after his employment with D2L terminated. (Compl. § 11). In executing the Non-Solicitation Agreement, Biggs also consented to suit in the State of Maryland for any disputes arising out of the Agreement. (/d. 9 18; id Ex. A [“Non-Solicitation Agreement” at p. 13). When D2L terminated Biggs’s employment in October 2017, Biggs executed a Release, which reaffirmed his obligation to abide by all of the conditions of the Non-Solicitation Agreement. (Compl. { 25; id. Ex. B [“Release”] at p. 18). After leaving D2L, Biggs began working for OneLogin. On May 1, 2018, D2L corresponded with Biggs, reaffirming his obligations under the Non-Solicitation Agreement. (Compl. § 28). On May 1, 2018, D2L also “advised OneLogin about Defendant Biggs’ continuing obligations to D2L.” (Id. 29). On July 17, 2018, D2L brought suit against Biggs and OneLogin in the Circuit Court for Baltimore County, Maryland, alleging: breach of the Non-Solicitation Agreement (Count I); and intentional interference with contract (Count II). (/d. 4 33-56; Notice of Removal, ECF No. 1). On September 28, 2018, defendants Biggs and OneLogin removed the case to this court. (Notice of Removal). STANDARD OF REVIEW “When personal jurisdiction is properly challenged under Rule 12(b)(2), the jurisdictional question is to be resolved by the judge, with the burden on the plaintiff ultimately to prove grounds for jurisdiction by a preponderance of the evidence.” Carefirst of Maryland, Inc. v. Carefirst Pregnancy Centers, Inc., 334 F.3d 390, 396 (4th Cir. 2003) (citing Mylan Labs., Inc. v. Akzo, N.V., 2 F.3d 56, 59-60 (4th Cir. 1993)). If the court resolves the personal jurisdiction question without an evidentiary hearing, “the plaintiff need only make a prima facie showing of personal jurisdiction.” Carefirst, 334 F.3d at 396 (citing Combs v. Bakker, 886 F.2d 673, 676 (4th Cir. - 1989)). In assessing whether the plaintiff has carried this burden, the court resolves all disputed facts and reasonable inferences in the plaintiff's favor. Carefirst, 334 F.3d at 396 (citing Mylan Labs, 2 F.3d at 60). ANALYSIS Personal Jurisdiction For a federal court to exercise personal jurisdiction over a foreign defendant, two hurdles must be surpassed. First, the forum state’s long-arm statute must be satisfied. Second, the forum state’s exercise of personal jurisdiction must comport with due process. Consulting Engineers Corp. v. Geometric Lid., 561 F.3d 273, 277 (4th Cir. 2009). The Maryland long-arm statute “authorize[s] the exercise of personal jurisdiction to the full extent allowable under the Due Process Clause.” CSR, Lid. v. Taylor, 411 Md. 457, 473 (2009) (quoting Bond v. Messerman, 391 Md. 706, 721 (2006)). The court’s statutory inquiry therefore merges with the court’s analysis of the Due Process Clause. Carefirst, 334 F.3d at 396-97. Because the court finds that the exercise of personal jurisdiction over OneLogin would offend the Due Process Clause, the court need not resolve whether § 6-103(b)(4) of Maryland’s long-arm statute, the provision D2L argues is applicable, would grant jurisdiction. Md. Code Ann., Cts. & Jud. Proc. § 6-103(b)(4).' Consonant with the Due Process Clause, the court may exercise personal jurisdiction over a nonresident defendant if the defendant has sufficient “minimum contacts” with the forum so that ' “