# Safelite Group, Inc. v. Lockridge

> District Court, S.D. Ohio · March 6, 2023

URL: https://www.frixlaw.com/law-library/cases/10381897

## Case

- **Court:** District Court, S.D. Ohio
- **Decided:** March 6, 2023
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/10381897

## How later opinions describe it (automated extraction)

- applying the rule adopted in Stolle
- explaining that “venue is proper so long as the requirements of § 1391(b) are met”

## Opinion text

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION

SAFELITE GROUP, INC.,

Plaintiff, :

Case No. 2:21-cv-4558
v.
Judge Sarah D. Morrison

Magistrate Judge Elizabeth A.

Preston Deavers
NATHANIEL LOCKRIDGE,
et al., :

Defendants.

OPINION AND ORDER
Safelite Group, Inc. commenced this action on September 13, 2021, by filing a
two-count complaint against Nathaniel Lockridge. (Compl., ECF No. 1.) Two
months later, Safelite amended its complaint to add claims against Caliber Collision
Centers, Jeffrey Nowak, and William Harris Billingsley. (ECF No. 15.) Safelite was
granted leave to amend its complaint once more, this time adding claims against
Bryan Lynch. (ECF No. 125.) The operative Second Amended Complaint was filed
on April 20, 2022. (SAC, ECF No. 126.) Caliber, Nowak, Lockridge, and Lynch now
move for dismissal of, or judgment on, the claims against them. (ECF Nos. 154, 152,
162, and 166.)
For the reasons set forth below, the motions are GRANTED in part and
DENIED in part.
I. BACKGROUND
All well-pleaded factual allegations in the Second Amended Complaint are
considered as true for purposes of these motions. See Gavitt v. Born, 835 F.3d 623,
639–40 (6th Cir. 2016); Tucker v. Middleburg-Legacy Place, 539 F.3d 545, 549 (6th

Cir. 2008) (citation omitted). The following summary draws from the allegations in
that Complaint and the documents attached thereto.
A. The Parties
Safelite is an auto glass repair and replacement company with more than
7,000 locations. (SAC, ¶ 17.)
Caliber is a collision repair company, but has recently “developed and
expanded its auto glass repair and replacement business to compete directly with

Safelite nationwide.” (Id., ¶¶21, 24.)
Nowak, Billingsley, Lockridge, and Lynch are all former Safelite employees
and current Caliber employees. (Id., ¶¶ 25, 83, 199, 238, 239, 279, 285, 318.)
B. The Proprietary Information
Safelite alleges that the auto glass repair and replacement industry is “highly
competitive.” (Id., ¶ 9.) As a result, “Safelite considers its pricing, costs, designs,
services, sales plans, business model, strategic growth plans, training methods,

employee ratings, individual market data, and vendor and customer information”
(the “Proprietary Information”) to be proprietary and confidential. (Id., ¶ 18.) It
takes pains to protect the Proprietary Information from public disclosure, “because
it could be used to Safelite’s detriment should such information fall into the hands
of a competitor.” (Id.) Among other efforts, Safelite restricts internal access to the
Proprietary Information using password protection and document privilege schemes
(see, e.g., ¶¶ 20, 34–35, 38, 202–10), and requires employees with access to the
Proprietary Information to enter into confidentiality, non-competition, and non-

solicitation agreements (id., ¶ 19).
C. After twenty-five years, Nowak leaves Safelite. He is quickly
hired by Caliber to lead its emerging auto glass business.
Nowak started working for Safelite in 1996 as a technician. (Id., ¶ 25.) After
working elsewhere for two years, Nowak returned to Safelite in 2004 as a Tucson-
based technician manager. (Id., ¶¶ 26–27.) Nowak received a series of promotions
until, in 2013, he was named District Manager responsible for Safelite operations in
Washington and Alaska. (Id., ¶¶ 29–30, 36–37.)
As District Manager, and in a previous role as National Technician Trainer,
Nowak had access to certain Proprietary Information. (Id., ¶¶ 33–34, 38.)
Consequently, Nowak entered into an Agreement dated February 23, 2008,

pursuant to which he agreed to keep certain information (including the Proprietary
Information) confidential. (Id., ¶¶ 43–47; Nowak Agreement, PAGEID # 85–90.) The
Nowak Agreement also included non-competition and non-solicitation provisions
intended to apply after Nowak left Safelite’s employ. (SAC, ¶¶ 48–49, 51; Nowak
Agreement.)
Nowak resigned from Safelite effective January 29, 2021. (SAC, ¶¶ 56–57;

Nowak Separation Agreement, PAGEID # 91–126.) On that date, he entered into a
Separation Agreement affirming his confidentiality, non-competition, and non-
solicitation obligations. (SAC, ¶¶ 58–61; Nowak Separation Agreement.)
Two months later, Nowak applied for a managerial position with ProTech, a
Caliber affiliate that performs vehicle calibrations. (SAC, ¶¶ 66–67.) By way of the
ProTech application and interview process, Caliber began recruiting Nowak to “help

set up [Caliber’s] auto glass repair and replacement business[.]” (Id., ¶¶ 69–76.)
Safelite alleges that “Caliber targeted Nowak because of his intimate knowledge of
Safelite’s confidential and proprietary training techniques and business
structure[.]” (Id., ¶ 80.) Though aware of his contractual obligations to Safelite,
Caliber hired Nowak in May 2021. (Id., ¶¶ 77, 81.)
As a Glass Operations Specialist/Senior Manager, Integration Operations,
Nowak was responsible for the following aspects of Caliber’s auto glass repair and

replacement venture:
overall project management of each new acquisition and market
expansion; delivery of training and standards for technician
performance and growth; ensuring that new Caliber team members
have support and resources to complete their work safely and
efficiently; directing and leading operations at market level by
establishing and maintaining company goals; conducting interviews
and facilitating the offer process; determining instructional methods
utilizing knowledge of specific training needs and effectiveness of such
methods such as individualized training, group training, or
demonstrative training; managing of market performance; providing
expectations and necessary tools, training, and information for each
General Manager; and evaluating operational processes and
recommending company-wide practices.
(Id., ¶ 79.) To accomplish their aims, Caliber and Nowak launched an effort to hire
“managerial-level current or former Safelite employees” across the country—among
them, Billingsley, Lockridge, and Lynch. (Id., ¶¶ 89–195.)
D. Caliber and Nowak recruit Billingsley, Lockridge, and Lynch.
Although certain aspects of Billingsley, Lockridge, and Lynch’s stories
diverge (with relevant details discussed further, below), the three have common
elements. Each one had access to certain Proprietary Information because of his

position with Safelite (id., ¶¶ 202–09, 242–49, 289–93); each one entered into an
agreement with confidentiality, non-competition, and non-solicitation clauses (id.,
¶¶ 210–13, 250–60, 294–306); each one was “disgruntled” (id., ¶¶ 214, 261–62, 308);
and each one left Safelite for a position with Caliber (id., ¶¶ 234, 237, 272–73, 315–
16).
1. Billingsley — Caliber General Manager, Houston
In May 2021, after being passed over for a promotion within Safelite,

Billingsley began searching for new employment. (Id., ¶ 214.) He applied to Caliber
and was interviewed in early June. (Id., ¶¶ 215–16.) Billingsley had a second
interview the following month—this time, with Nowak. (Id., ¶ 222–25.) On July 30,
Caliber offered Billingsley a position as General Manager for auto glass operations
in Houston, Texas. (Id., ¶ 226.)
On August 1, Billingsley downloaded certain documents containing

Proprietary Information—including job descriptions and contact information for
Houston-area Safelite technicians—from the Safelite computer system. (Id., ¶ 227.)
He emailed those documents to his personal email address from his Safelite
address, then deleted any record from the “sent” and “deleted” folders in his Safelite
account. (Id., ¶¶ 228, 230–31.) Days later, Billingsley accepted Caliber’s offer. (Id.,
¶ 234.)
2. Lockridge — Caliber General Manager, Tucson
In 2020, Lockridge was assigned to be Store Manager at a Safelite location in
Tucson, Arizona. (Id., ¶ 261.) Safelite alleges that Lockridge viewed the assignment
as a “demotion and was upset at the change.” (Id., ¶ 262.) In the spring of 2021,

Lockridge contacted his old Tucson-colleague, Nowak, to inquire about joining
Caliber. (Id., ¶ 264.) Conversations progressed, and Caliber offered Lockridge a
position as General Manager in Tucson. (Id., ¶¶ 265, 268–271.)
In August 2021, Lockridge held a staff meeting at which he announced that
he had resigned from Safelite and was “going to work for his wife’s cleaning
company.” (Id., ¶¶ 273–73.) But, according to Safelite, Lockridge had already

accepted Caliber’s offer and never intended to work elsewhere. (Id., ¶¶ 272, 274–
75.)
After leaving Safelite, Lockridge is alleged to have made a series of
inculpatory remarks, including: that a Caliber lawyer had instructed Lockridge to
“lay low” for “legal reasons” (id., ¶ 280) and to say he worked in Phoenix, rather
than in Tucson (id., ¶ 281); that Lockridge had a list of Safelite technicians (id.,
¶ 282); and that Caliber had instructed Lockridge to use the list to recruit

technicians for Caliber in Tucson and Phoenix (id., ¶ 283).
3. Lynch — Caliber General Manager, Houston
In 2019, Lynch was assigned to be Store Manager at a Safelite location in
Shenandoah, Texas. (Id., ¶ 307.) Safelite alleges that Lynch viewed the assignment
as a “demotion and was upset at the change.” (Id., ¶ 308.) Lynch applied to join
Caliber’s auto glass operation and was later interviewed by Nowak, among others.
(Id., ¶¶ 310–12, 314.) In the summer of 2021, Lynch left Safelite and accepted a
position with Caliber. (Id., ¶¶ 315–16.) Lynch was employed as a General Manager
for Caliber in Houston, but represented that he worked in San Antonio. (Id.,

¶¶ 318–20.)
E. Billingsley, Lockridge, and Lynch—at Caliber and Nowak’s
direction—try to recruit Safelite technicians and customers.
After Billingsley, Lockridge, and Lynch were in position at Caliber, Caliber
and Nowak “deployed” them to solicit Safelite technicians in Houston, San Antonio,
and Tucson to join Caliber. (Id., ¶ 323.) Billingsley, Lockridge, and Lynch carried
out those instructions with the aid of Proprietary Information—including the
documents Billingsley downloaded and the list in Lockridge’s possession. (Id.,
¶¶ 324–27.) Indeed, Safelite alleges that “[t]hese documents helped Caliber, Nowak,
Billingsley, Lockridge, and Lynch identify the best Safelite technicians in Houston
and Tucson and focus their solicitations efforts on those individuals.” (Id., ¶ 327.)

Caliber and Nowak also directed Billingsley, Lockridge, and Lynch to solicit
Safelite customers to divert their business to Caliber’s new auto glass operation.
(Id., ¶ 363.) Safelite alleges that they used Proprietary Information to “target”
customers, as well. (Id., ¶ 365.)
II. PROCEDURAL BACKGROUND
Safelite filed suit in September 2021. (ECF No. 1.) Based on previous
iterations of the complaint, this Court entered agreed orders granting preliminary

injunctions against Nowak, Billingsley, and Lockridge (see ECF Nos. 93, 97, 99),
and denied motions to dismiss for lack of personal jurisdiction filed by Caliber,
Nowak, Billingsley, and Lockridge (ECF No. 85).
Through its Second Amended Complaint, Safelite now asserts the following

claims:
Count 1: Misappropriation of Trade Secrets (Federal)
Caliber, Billingsley, Lockridge
Count 2: Misappropriation of Trade Secrets (Ohio)
Caliber, Billingsley, Lockridge
Count 3: Misappropriation of Trade Secrets (Arizona)
Caliber, Lockridge
Count 4: Misappropriation of Trade Secrets (Texas)
Caliber, Billingsley
Count 5: Tortious Interference with Business Relationships
Caliber, Nowak, Billingsley, Lockridge, Lynch
Count 6: Tortious Interference with Contractual Relationships
Caliber, Nowak
Count 7: Conspiracy
Caliber, Nowak, Billingsley, Lockridge, Lynch
Count 8: Unjust Enrichment
Caliber, Nowak, Billingsley, Lockridge, Lynch
Count 9: Breach of Duty of Loyalty
Billingsley, Lockridge
Count 10: Conversion
Billingsley, Lockridge
Count 11: Aiding and Abetting
Caliber, Nowak
Count 12: Breach of Contract
Nowak
Count 13: Breach of Contract
Billingsley
Count 14: Breach of Contract
Lockridge
Count 151: Breach of Contract
Lynch
Count 16: Intentional Spoliation of Evidence
Caliber, Billingsley
(SAC, generally.) The matter is currently before the Court on several motions,
including:
• Lynch’s Motion to Dismiss pursuant to Rules 12(b)(2), 12(b)(3), and 12(b)(6)
(ECF No. 154);
• Caliber’s Motion to Dismiss pursuant to Rule 12(b)(2) and 12(b)(6) (ECF No.
152);
• Nowak’s Motion for Judgment on the Pleadings on Counts 7, 8, and 11 (ECF
No. 162); and
• Lockridge’s Motion for Judgment on the Pleadings on Counts 5, 7, 8, 9, and
10 (ECF No. 166).
The motions are fully briefed and ripe for review. Though the Court will address
each motion in full, they will be analyzed together to the extent the arguments
overlap.
III. LYNCH’S MOTION TO DISMISS
Lynch argues that this Court lacks personal jurisdiction over him, that venue
is improper, and that the Second Amended Complaint fails to state a claim. (ECF
No. 154.) The Court will address the first two arguments, which are unique to
Lynch, in this section.

1 The SAC identifies this as a second “Count Fourteen.” (SAC, 86.) The Court
here corrects the numbering for this and the following counts.
A. Rule 12(b)(2) — Personal Jurisdiction
Rule 12(b)(2) provides for dismissal of a lawsuit for lack of personal
jurisdiction. Fed. R. Civ. P. 12(b)(2). Lynch argues that this Court lacks authority
to exercise jurisdiction over him (ECF No. 154); Safelite disagrees (ECF No. 179).

Both have filed sworn affidavits in support of their position (see PAGEID # 1707–09,
1867–68). Neither discovery nor an evidentiary hearing is necessary to rule on the
motion.
The plaintiff bears the burden of proving that jurisdiction exists “over each
defendant independently.” Beydoun v. Wataniya Rests. Holding, Q.S.C., 768 F.3d
499, 504 (6th Cir. 2014) (quoting Days Inns Worldwide, Inc. v. Patel, 445 F.3d 899,

904 (6th Cir. 2006)); Theunissen v. Matthews, 935 F.2d 1454, 1458 (6th Cir. 1991).
When a court resolves a Rule 12(b)(2) motion on written submissions, “the burden
on the plaintiff is ‘relatively slight,’ and ‘the plaintiff must make only a prima facie
showing that personal jurisdiction exists in order to defeat dismissal.’” Air Prods. &
Controls, Inc. v. Safetech Int’l, Inc., 503 F.3d 544, 549 (6th Cir. 2007) (quoting Am.
Greetings Corp. v. Cohn, 839 F.2d 1164, 1169 (6th Cir. 1988); Theunissen, 935 F.2d
at 1458) (cleaned up). A plaintiff can meet its burden by “establishing with

reasonable particularity sufficient contacts between [the defendant] and the forum
state to support jurisdiction.” Neogen Corp. v. Neo Gen Screening, Inc., 282 F.3d
883, 887 (6th Cir. 2002) (quoting Provident Nat’l Bank v. Cal. Fed. Sav. Loan Ass’n,
819 F.2d 434, 437 (3d Cir. 1987)). In the absence of an evidentiary hearing, courts
apply the prima facie standard weighing the evidence in the light most favorable to
the plaintiff. Dean v. Motel 6 Operating L.P., 134 F.3d 1269, 1272 (6th Cir. 1998).
Nonetheless, the court may consider a defendant’s undisputed factual assertions.
Conn v. Zakharov, 667 F.3d 705, 711 (6th Cir. 2012).
Personal jurisdiction over a defendant exists “if the defendant is amenable to

service of process under the [forum] state’s long-arm statute and if the exercise of
personal jurisdiction would not deny the defendant[ ] due process.” Bird v. Parsons,
289 F.3d 865, 871 (6th Cir. 2002) (internal quotation omitted) (alterations in
original). Safelite has met its burden of showing that personal jurisdiction over
Lynch exists. The Second Amended Complaint alleges that Lynch had a long
employment history with Safelite, by virtue of which he regularly participated in
trainings and leadership meetings based out of Ohio, received his compensation and

benefits from Ohio, accessed information stored in Ohio, and entered into an
agreement with continuing obligations governed by Ohio law. (SAC, ¶¶ 285–306.) It
further alleges that Lynch engaged in the same tortious conduct, in furtherance of
the same tortious scheme, as his co-defendants. (Id., ¶¶ 307–320, 324–27.) Though
the Court conducts its analysis as to each defendant independently, there is no
meaningful difference between the jurisdictional allegations made as to Lynch and

his co-defendants. The Court finds that it may properly exercise personal
jurisdiction over Lynch in this matter for the same reasons as those discussed in the
January 21, 2022 Opinion & Order. (See ECF No. 85, 5–6, 7–8.)
Lynch’s motion to dismiss for lack of personal jurisdiction is DENIED.
B. Rule 12(b)(3) — Improper Venue
Lynch also argues that, under Rule 12(b)(3), venue is not proper. Having
concluded that this Court may exercise personal jurisdiction over Lynch in this
action, venue is proper. See 28 U.S.C. § 1391; Atl. Marina Constr. Co., Inc. v. U.S.
Dist Court for W. Dist. of Tex., 571 U.S. 49, 57 (2013) (explaining that “venue is
proper so long as the requirements of § 1391(b) are met”).

Lynch’s motion to dismiss for improper venue is DENIED.
IV. CALIBER’S MOTION TO DISMISS
Caliber’s Motion has two components: First, that this Court lacks personal
jurisdiction over it; and next, that the Second Amended Complaint fails to state a
claim. (ECF No. 152.) Because the personal jurisdiction argument is unique to
Caliber, the Court will address it here.
Caliber argues that the Second Amended Complaint should be dismissed for

want of personal jurisdiction, under Rule 12(b)(2). (Id.) Caliber made the same
argument in its motion to dismiss the First Amended Complaint. (See ECF No. 34.)
The Court found Caliber’s argument unavailing and denied the motion. (See
January 21, 2022 Opinion & Order, 7–8.) Accordingly, the personal-jurisdiction
portion of Caliber’s instant Motion to Dismiss will be construed as a motion for
reconsideration. See League of Women Voters of Ohio v. Blackwell, 432 F. Supp. 2d
734, 738 (N.D. Ohio 2006), rev’d in part on other grounds, 548 F.3d 463 (6th Cir.

2008) (“[A] motion to dismiss an amended complaint is no more than a motion for
reconsideration to the extent it simply restates arguments already considered and
rejected with respect to the original complaint.”).
While the Federal Rules of Civil Procedure do not expressly provide for
motions to reconsider interlocutory orders, “[d]istrict courts have authority both
under common law and Rule 54(b) to reconsider interlocutory orders and to reopen
any part of a case before entry of final judgment.” Rodriguez v. Tenn. Laborers
Health & Welfare Fund, 89 F. App’x 949, 959 (6th Cir. 2004); see also In re Life
Investors Ins. Co. of Am., 589 F.3d 319, 326 n. 6 (6th Cir. 2009) (“[A] district court

may always reconsider and revise its interlocutory orders while it retains
jurisdiction over the case.”). District courts may “afford such relief from
interlocutory orders as justice requires.” Rodriguez, 89 F. App’x at 959 (internal
quotation marks and brackets omitted). Courts traditionally find justification for
reconsidering interlocutory orders only when there is (1) an intervening change of
controlling law; (2) new evidence available; or (3) a need to correct clear error or
prevent manifest injustice. Louisville/Jefferson Cnty. Metro Gov’t v. Hotels.com,

L.P., 590 F.3d 381, 389 (6th Cir. 2009) (citing Rodriguez, 89 F. App’x at 959). This
standard “vests significant discretion in district courts.” Rodriguez, 89 F. App’x at
959 n. 7.
Caliber submits that the January 21, 2022 Opinion & Order “did not correctly
separate Caliber’s alleged contacts with Safelite from Caliber’s contacts with the
State of Ohio[.]” (ECF No. 152, 10 (emphasis in original).) In Caliber’s view,

without any “assertion that Caliber itself committed any tortious acts within Ohio,
hired any Safelite employees based in Ohio, accessed any Safelite computers located
in Ohio, conspired with the other defendants to deprive Safelite of market share
among Ohio consumers, or even caused Safelite to lose a single customer in Ohio[,]”
this Court cannot exercise specific jurisdiction over it. (Id.) In other words, Caliber
disagrees with the Court’s finding that the Complaint (then First Amended form,
and now Second) sufficiently alleges that the “purposeful availment” and “arising
from” prongs of the specific jurisdiction test are satisfied. (See January 21, 2022
Opinion & Order, 7–8.) But Caliber’s disagreement with the Court is not evidence of

clear error. See Lorillard Tobacco Co. v. Chester, Willcox & Saxbe, L.L.P., No. 2:04-
CV-715, 2007 WL 3051150, at *1 (S.D. Ohio Oct. 16, 2007) (Sargus, J.) (“Motions for
reconsideration should not be used . . . for mere disagreement with a district court’s
opinion.”). Caliber offers no other argument in favor of reconsidering the Court’s
earlier ruling.
Caliber’s motion for reconsideration is DENIED.
V. FAILURE TO STATE A CLAIM

Caliber, Lynch, Lockridge, and Nowak have moved to dismiss portions of the
Second Amended Complaint for failure to state a claim.2 In particular, they argue
that: Counts 5 through 10 are preempted by the Uniform Trade Secrets Act; Count
7 (Conspiracy) is barred by the intra-corporate conspiracy doctrine; Count 11
(Aiding and Abetting) is not viable under Ohio law; and Count 16 (Intentional
Spoliation) is not sufficiently alleged as to Caliber.

2 Due to the differences in the movants’ procedural posture, the motions were
made under both Rules 12(b)(6) and 12(c). Motions made under those two rules are
analyzed in the same manner. See Tucker, 539 F.3d at 549. In particular, Caliber
argues that Safelite’s Second Amended Complaint fails to state a claim as to Counts
5, 6, 7, 8, 11, and 16. (ECF No. 152 (citing Fed. R. Civ. P. 12(b)(6)).) Except as to
Count 16, Caliber failed to raise this available defense in its earlier Motion to
Dismiss. See Fed. R. Civ. P. 12(g)(2), 12(h)(2)(B). The Court accordingly construes
Caliber’s motion (except as to Count 16) as one made under Rule 12(c). See
Satkowiak v. Bay Cnty. Sheriff’s Dep’t, 47 F. App’x 376, 377 n.1 (6th Cir. 2002)
(explaining that it is a “technical error” having “no impact on [the court’s] review” to
mis-label a Rule 12(c) motion as one made under Rule 12(b)(6)).
A. Standard of Review
Federal Rule of Civil Procedure 8(a) requires a plaintiff to plead each claim
with sufficient specificity to “give the defendant fair notice of what the claim is and
the grounds upon which it rests.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555

(2007) (internal alteration and quotations omitted). A complaint which falls short of
the Rule 8(a) standard may be dismissed if it fails to state a claim upon which relief
can be granted. Fed. R. Civ. P. 12(b)(6). The Supreme Court has explained:
To survive a motion to dismiss, a complaint must contain sufficient
factual matter, accepted as true, to state a claim to relief that is
plausible on its face. 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. The
plausibility standard is not akin to a probability requirement, but it
asks for more than a sheer possibility that a defendant has acted
unlawfully. Where a complaint pleads facts that are merely consistent
with a defendant’s liability, it stops short of the line between
possibility and plausibility of entitlement to relief.
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (internal citations and quotations
omitted). The complaint need not contain detailed factual allegations, but it must
include more than labels, conclusions, and formulaic recitations of the elements of a
cause of action. Directv, Inc. v. Treesh, 487 F.3d, 471, 476 (6th Cir. 2007).
“Threadbare recitals of the elements of a cause of action, supported by mere
conclusory statements, do not suffice.” Iqbal, 556 U.S. at 678 (citing Twombly, 550
U.S. at 555).
B. Safelite’s tort claims are preempted to the extent they are
based on alleged misappropriation of the Proprietary
Information.
Safelite brings claims for misappropriation of trade secrets under federal,
Ohio, Texas, and Arizona law. (See SAC.) Ohio, Texas, and Arizona have all adopted
some form of the Uniform Trade Secrets Act (“UTSA”). The UTSA—which, in this
respect, was unaltered by the states’ legislatures—“displace[s] conflicting tort,
restitutionary, and other [state laws] providing civil remedies for misappropriation
of a trade secret.” Ohio Rev. Code § 1333.67(A); see also Ariz. Rev. Stat. Ann. § 44-
407(A), Tex. Civ. Prac. & Rem. Code § 134A.007(a). “The Ohio Supreme Court has
yet to speak to the scope of the OUTSA’s preemption clause.” Stolle Mach. Co., LLC

v. RAM Precision Industries, 605 F. App’x 473, 484 (6th Cir. 2015) (quotation
omitted); see also Sal’s Heating & Cooling, Inc. v. BERS Acquisition Co., 192 N.E.3d
537, 547 (Ohio Ct. App. May 26, 2022) (applying the rule adopted in Stolle), appeal
denied, 196 N.E.3d 856 (table) (Ohio 2022). But the Sixth Circuit “has adopted a
broader interpretation of OUTSA preemption, finding that it ‘should be understood
to preempt not only causes of action for misappropriation of trade secrets but also
causes of action that are based in some way on misappropriation of trade secrets.’”

Campfield v. Safelite Grp., Inc., No. 15-CV-2733, 2021 WL 1215869, at *13 (S.D.
Ohio Mar. 31, 2021) (Watson, J.) (quoting Stolle, 605 F. App’x at 485). Under this
standard, a claim will be preempted if it is “no more than a restatement of the same
operative facts that form[ ] the basis of the plaintiff’s statutory claim for trade
secret misappropriation.” Stolle, 605 F. App’x at 485 (quoting Thermodyn Corp. v.
3M Co., 593 F. Supp. 2d 972, 989 (N.D. Ohio 2008)) (cleaned up). Nevertheless, a
claim will survive preemption to the extent it has an “independent factual basis.”
Id. (quoting Miami Valley Mobile Health Servs., Inc. v. ExamOne Worldwide, Inc.,
852 F. Supp. 2d 925, 940 (S.D. Ohio 2012) (Rice, J.)).

Caliber, Nowak, Lockridge, and Lynch argue that certain of Safelite’s
asserted tort claims are preempted by the UTSA. (ECF Nos. 152, 154, 162, and
166.3) In short, their arguments prevail to the extent that Counts 5 through 10 are
based on the misappropriation of Safelite’s Proprietary Information.4
1. Count 5 (Tortious Interference with Business
Relationships)
In Count 5, Safelite alleges that each Defendant tortiously interfered with
Safelite’s business relationships by “unlawfully target[ing] and unlawfully
solicit[ing] Safelite” employees and customers. (SAC, ¶¶ 480, 485.) Caliber,
Lockridge, and Lynch argue that Count 5 is preempted by the UTSA. (ECF Nos.

152, 154, 162, 166.)

3 Caliber argues that Counts 5, 6, 7, and 8 are preempted. (ECF No. 152.)
Lynch makes the same argument as to Counts 5, 7, and 8. (ECF No. 154.) Nowak
argues that Counts 7 and 8 are preempted. (ECF No. 162.) Finally, Lockridge
argues that 5, 7, 8, 9, and 10 are preempted. (ECF No. 166.)
4 Safelite argues with Nowak and Lockridge about an apparent conflict
between Arizona’s UTSA and Ohio’s UTSA—namely, whether tort claims are
preempted even if the subject information does not meet the statutory definition of
a trade secret. (See ECF Nos. 178, 180, 186, 193.) Safelite has persuaded the Court
that a conflict exists. Compare Stolle, 605 F. App’x at 484 (adopting “the (broader)
majority rule” that the Ohio UTSA “abolish[es] all other causes of action for theft,
misuse, or misappropriation of any confidential or secret information”) with Orca
Commc’ns Unltd., LLC v. Noder, 337 P.3d 545, 547 (Ariz. 2014) (concluding that the
Arizona UTSA does not displace “common-law claims for misuse of confidential
information that does not fall within AUTSA’s definition of ‘trade secret’”). But
Safelite stops short of explaining why that conflict matters, or advocating for the
application of Arizona law. (See ECF Nos. 178, 180.) The Court declines to make
arguments on Safelite’s behalf.
“As an analytical tool, partial preemption allows a court to parcel out the
common law theory designed to remedy a separate wrong from misappropriation of
trade secrets.” Office Depot, Inc. v. Impact Office Prods., LLC, 821 F. Supp. 2d 912,

921 (N.D. Ohio 2011). That tool is useful here. The ‘unlawful targeting’ in Count 5
refers to Defendants’ alleged use of Safelite’s Proprietary Information (id., ¶¶ 481,
486)—whereas the ‘unlawful solicitation’ refers to Defendants’ efforts to recruit
Safelite employees, or induce Safelite customers, to abandon their old relationship
in favor of a new one with Caliber (id., ¶¶ 483, 488). In other words, the two
component parts of the claim have different degrees of “congruity” with trade-secret
misappropriation. Premier Dealer Servs., Inc. v. Allegiance Adm’s, LLC, No. 18-CV-

735, 2019 WL 79038, at *6 (S.D. Ohio Jan. 2, 2019) (Sargus, J.). In light of their
histories with Safelite, it is reasonable to infer that Lockridge and Lynch had
personal connections with Safelite employees and customers, such that soliciting
them did not require reference to the Proprietary Information. So, while the
‘targeting’ component of Count 5 is based on the same operative facts comprising
trade-secret misappropriation and is preempted, the claim survives to the extent it

is based on interference unrelated to the Proprietary Information. See Miami
Valley, 852 F. Supp. 2d at 941 (denying defendants’ motion to dismiss tortious
interference claims that “allege far more than the wrongful use of clients’ contact
information”); Office Depot, 821 F. Supp. 2d at 922 (same, to the extent tortious
interference claim was based on defendants’ obligations arising under a separate
non-compete clause).
Caliber, Lockridge, and Lynch’s motions as to Count 5 are GRANTED in
part and DENIED in part.
2. Count 6 (Tortious Interference with Contractual
Relationships)
In Count 6, Safelite alleges that Caliber and Nowak tortiously interfered with
its contractual relationships by recruiting the individual Defendants to violate their
non-competition agreements. (SAC, ¶¶ 495–96.) Count 6 further alleges that

Caliber interfered by receiving and using the Proprietary Information. (SAC, ¶ 495.)
In this latter regard, Count 6 restates the operative facts that support Safelite’s
UTSA claim and is, accordingly, preempted to that extent.
Caliber’s motion as to Count 6 is GRANTED in part and DENIED in part.
3. Count 7 (Conspiracy)
Count 7 alleges that each Defendant conspired to harm Safelite. (SAC,
¶¶ 499–505.) The parties do not dispute that a conspiracy claim is valid only when

based on an “underlying unlawful act.” (See, e.g., ECF No. 174 (quoting Ohio
Bureau of Workers’ Comp. v. MDL Active Duration Fund, Ltd., 476 F. Supp. 2d 809,
825 (S.D. Ohio 2007) (Graham, J.).) And it is beyond dispute that a conspiracy claim
is preempted when the underlying unlawful act is the misappropriation of trade
secrets—indeed, by its nature, such a claim “rises or falls based on whether the
defendant is found to have misappropriated a trade secret.” Murray Energy

Holdings Co. v. Bloomberg, L.P., No. 15-CV-2845, 2016 WL 3355456, at *11 (S.D.
Ohio June 17, 2016) (Marbley, J.) (quotation and citation omitted). So, once again,
to the extent the Count 7 is based on Defendants’ alleged misappropriation or
misuse of the Proprietary Information, it is preempted. But to the extent it is based
on the surviving components of Counts 5 and 6, the conspiracy claim also survives.
Caliber, Nowak, Lockridge, and Lynch’s motions as to Count 7 are

GRANTED in part and DENIED in part.
4. Count 8 (Unjust Enrichment)
Safelite next alleges an unjust enrichment claim against each Defendant.
(SAC, ¶¶ 506–13.) Unlike Counts 5, 6, and 7, which rely in part on factual bases
independent of trade-secret misappropriation, Count 8 is “no more than a
restatement” of Safelite’s UTSA claim. Stolle, 605 F. App’x at 485 (citation omitted).
Safelite argues that Count 8 should not be dismissed because it is pleaded as an

alternative theory of recovery to trade-secret misappropriation. (See, e.g., ECF No.
180, 8 (citing Fed. R. Civ. P. 8(d)(3)).) But, as this Court has previously explained,
“[i]t would be incongruent to hold that [certain] claims are preempted yet allow
them to be pleaded in the alternative.” Murray Energy, 2016 WL 3355456, at *11.
Caliber, Nowak, Lockridge, and Lynch’s motions as to Count 8 are
GRANTED.

5. Count 9 (Breach of Duty of Loyalty)
In Count 9, Safelite alleges that Billingsley and Lockridge breached their
duty of loyalty to the company by:
misappropriating Safelite’s confidential, proprietary, and trade secret
information to Caliber while still employed with Safelite, working with
Caliber to develop a competing auto glass repair and replacement
business based on Safelite’s confidential, proprietary, and trade secret
information, and soliciting employees to leave their employment with
Safelite to go work for Caliber, all while still employed by Safelite[.]
(SAC, ¶ 516.) Lockridge argues that the claim is preempted. (ECF No. 166, 9.)
Except to the extent the claim is based on the independent factual basis of soliciting
Safelite employees, Lockridge is correct.

Lockridge’s motion as to Count 9 is GRANTED in part and DENIED in
part.
6. Count 10 (Conversion)
Count 10 alleges that Billingsley and Lockridge converted the Proprietary
information. (SAC, ¶¶ 518–22.) The claim relies on the same operative facts as
trade-secret misappropriation and is, accordingly, preempted. See Campfield, 2021
WL 1215869, at *13 (finding counterclaim for conversion of materials containing

proprietary information preempted).
Safelite argues for the opposite conclusion by noting that it seeks return of
physical property from Lockridge—i.e., the list. (ECF No. 178, 11.) District courts
within the Sixth Circuit have rejected this argument where, as here, “the physical
property [a plaintiff] alleges to have been stolen derived its primary, if not entire,
value from the trade secrets contained therein.” Hauck Mfg. Co. v. Astec Indus.,

Inc., 375 F. Supp. 2d 649, 661 (E.D. Tenn. 2004).
Lockridge’s motion as to Count 10 is GRANTED.
C. The intra-corporate conspiracy doctrine does not bar the
remainder of Count 7 (Conspiracy).
Caliber, Nowak, Lockridge, and Lynch next argue that the non-preempted
remainder of Count 7 (Conspiracy) is barred by the intra-corporate conspiracy
doctrine. (ECF Nos. 152, 154, 162, 166.) Safelite responds, arguing that the doctrine
does not apply because the conspiracy is alleged to have occurred before one or more
of the individual Defendants worked for Caliber. (ECF Nos. 174, 179, 180, 182.) The
Court agrees with Safelite.

Under Ohio law, a civil conspiracy requires proof of a malicious combination
by at least two people, an injury, and the existence of an unlawful act that is
independent from the conspiracy itself. See Renner v. E. Mfg. Corp., No. 2001-P-
0135, 2002 WL 31744760, at *7 (Ohio Ct. App. Dec. 6, 2002). But,
“a corporation cannot conspire with its own agents or employees.” Cap
City Dental Lab, LLC v. Ladd, No. 2:15-CV-2407, 2016 WL 4573993, at
*7 (S.D. Ohio Sept. 1, 2016). As the Sixth Circuit put it when
discussing the federal doctrine, it “is the basic law of conspiracy that
you must have two persons or entities to have a conspiracy. A
corporation cannot conspire with itself any more than a private
individual can, and it is the general rule that the acts of the agent are
the acts of the corporation.” Hull v. Cuyahoga Valley Joint Vocational
Sch. Dist. Bd. of Educ., 926 F.2d 505, 509 (6th Cir. 1991) (citing Nelson
Radio & Supply Co., Inc. v. Motorola, Inc., 200 F.2d 911, 914 (5th Cir.
1952)).
Cheryl & Co. v. Krueger, 536 F. Supp. 3d 182, 214 (S.D. Ohio 2021) (Sargus, J.).
Nonetheless, “[i]f the elements of [civil conspiracy] were satisfied when at least one
of the [individual defendants] was not yet an agent of [the corporate defendant], the
intra-corporate conspiracy doctrine would not bar the claim[.]” Id.
Here, Safelite alleges that Defendants conspired to tortiously interfere with
its business and contractual relationships. (SAC, ¶ 501.) Notably, Safelite alleges
that the conspiracy existed both “[d]uring and after Nowak’s, Billingsley’s,
Lockridge’s, and Lynch’s employment with Safelite[.]” (Id., ¶ 500.) The Second
Amended Complaint further alleges that: (i) Nowak played a role in interviewing or
recruiting Billingsley, Lockridge, and Lynch (id., ¶¶ 219, 264–65, 311); and that
(ii) Billingsley, Lockridge, and Lynch each accepted their offer of employment from
Caliber before separating from Safelite (id., ¶¶ 234–35, 272, 315). What’s more, the
nature of Safelite’s claims on the whole—that Defendants joined forces in order to

build a competing business—coupled with the rapidity with which Defendants are
alleged to have actively engaged in the tortious conduct following their hire (see,
e.g., id., ¶ 323), allows a reasonable inference that the conspiracy began before one
or more of the individual Defendants were employed by Caliber. Accordingly, the
facts alleged, when taken as true, plausibly state a claim for civil conspiracy.
Caliber, Nowak, Lockridge, and Lynch’s motions as to Count 7 are DENIED,
except as discussed above.

D. Safelite fails to state a claim for aiding and abetting.
In Count 11, Safelite alleges that Caliber and Nowak aided and abetted
Billingsley and Lockridge in breaching their duties of loyalty to the company. (SAC,
¶¶ 523–29.) Caliber and Nowak move for judgment on Count 11 on the grounds that
Ohio law does not recognize a cause of action for aiding and abetting. (ECF No. 162,
9 (citing, inter alia, Peter D. Brown Trust v. Shriver, No. 1:17-cv-280, 2018 WL
776365, at *2 (S.D. Ohio Feb. 8, 2018) (Dlott, J.) (explaining that “Ohio law does not

recognize claims for aiding and abetting tortious conduct” and collecting cases).)
Safelite responds to both motions as follows:
While Safelite believes Ohio law should apply to the majority of claims
at issue in this case, Defendants have not yet stipulated to this.
Anticipating this, Safelite pled this claim in the alternative. See
Kramer v. Plan, No. 2:21-cv-5501, 2022 U.S. Dist. LEXIS 89844, at *3
(S.D. Ohio May 10, 2022) (noting that “the Civil Rules allow a plaintiff
to plead in the alternative” (internal quotation marks and citations
omitted)). Because aiding and abetting is a cause of action under both
Texas and Arizona law, and choice of law has yet to be decided, this
claim survives.
(ECF No. 174, 18 (footnote omitted). See also ECF No. 180, 10.) Safelite omits a
critical point: The Court has not decided a choice-of-law question because no choice-
of-law question has been raised. That analysis would not only require the Court to
find that a conflict exists, but also to evaluate several factors to determine which
state has the “most significant relationship” to the case. See, e.g., Novus Grp., LLC
v. Prudential Fin., Inc., 2:19-cv-208, 2019 WL 4452708, at *9–10 (S.D. Ohio Sept.

17, 2019) (Sargus, J.) (analyzing factors to determine whether Ohio or New Jersey
had the most significant relationship to the UTSA case) (citing RESTATEMENT
(SECOND) OF CONFLICT OF LAWS § 145 (AM. LAW INST. 1971)). Yet, Safelite fails to
present case-specific facts going to those factors, argument on their application, or
authority supporting reservation of this issue for a later stage of litigation. Cf.
McPherson v. Kelsey, 125 F.3d 989, 995–96 (6th Cir. 1997) (“Issues adverted to in a

perfunctory manner, unaccompanied by some effort at developed argumentation,
are deemed waived. It is not sufficient for a party to mention a possible argument in
the most skeletal way, leaving the court to put flesh on its bones.”) (quotation
omitted) (cleaned up).
Where, as here, “‘neither party argues that the forum state’s choice-of-law
rules require the court to apply the substantive law of another state, the court
should apply the forum state’s substantive law.’” Wilkes Assocs. v. Hollander Indus.

Corp., 144 F. Supp. 2d 944, 949 n.4 (S.D. Ohio 2001) (quoting ECHO, Inc. v. Whitson
Co., Inc., 52 F.3d 702, 707 (7th Cir. 1995)); see also Super Sulky, Inc. v. U.S.
Trotting Ass’n, 174 F.3d 733, 741 (6th Cir. 1999) (“A federal court exercising
supplemental jurisdiction over state law claims is bound to apply the law of the
forum state to the same extent as if it were exercising its diversity jurisdiction.”).

Accordingly, Ohio law applies to Count 11, which fails.
Caliber and Lockridge’s motions as to Count 11 are GRANTED.
E. Safelite plausibly alleges a claim for intentional spoliation
against Caliber.
Finally, in Count 16, Safelite alleges that Caliber and Billingsley committed
intentional spoliation. (SAC, ¶¶ 585–97.) The supporting facts are unique to this
claim. Safelite alleges that, after this litigation commenced, Billingsley “was
instructed by counsel not to destroy any documents or communications that could
be relevant[.]” (Id., ¶ 590.) Nonetheless, Billingsley “used his Caliber-issued laptop”
to “willfully destroy[ ] documents from his [personal] email account after this
litigation commenced that are relevant to Safelite’s” claims. (Id., ¶¶ 589–91.)

Safelite further alleges that “Billingsley[’s] willful destruction of evidence was an
act performed in the course and scope of his employment as a managerial employee
of Caliber.” (Id., ¶ 594.)
Ohio is one of the few states to recognize a cause of action for intentional
spoliation. Elliott-Thomas v. Smith, 110 N.E.3d 1231, 1233 (Ohio 2018). To succeed,
a plaintiff must prove:
(1) pending or probable litigation involving the plaintiff, (2) knowledge
on the part of defendant that litigation exists or is probable, (3) willful
destruction of evidence by defendant designed to disrupt the plaintiff’s
case, (4) disruption of the plaintiff’s case, and (5) damages proximately
caused by the defendant’s acts
Smith v. Howard Johnson Co., Inc., 615 N.E.2d 1037, 1038 (Ohio 1993). Caliber
argues that Safelite fails to allege that Caliber “willfully” destroyed any evidence.
(ECF No. 152, 19–20.) Safelite responds by noting that an employer can be held

liable for its employees’ tortious conduct when it is committed in the course and
scope of employment, or by ratification.5 (ECF No. 174, 18–19.)
In Williams v. Clerac, LLC, --- F. Supp. 3d ---, 2022 WL 9992507 (N.D. Ohio
Oct. 17, 2022), the Northern District summarized Ohio law on employers’ liability
for employees’ torts. As the Williams court explained, respondeat superior “makes
an employer . . vicariously liable of the torts of its employees” when those torts are
“committed within the scope of employment.” Id., at *3 (quoting Auer v. Paliath, 140

Ohio St. 3d 276, 278 (Ohio 2014)). Although the “general rule [is] that intentional
torts fall outside the scope of employment[,]” there are exceptions, such as “if the
employee’s conduct was calculated to facilitate or promote the business for which
the employee was employed[,]” or “if an employer specifically and explicitly ratifies
the employee’s tortious act[.]” Id. at *3–4 (quotations and citations omitted)
(alterations omitted). Here, Safelite alleges Billingsley willfully destroyed

documents relevant to its case against Billingsley and Caliber, while Billingsley was
working for Caliber, on a machine issued by Caliber. These facts fail to plausibly
allege that Caliber ratified Billingsley’s conduct. See id., at *4 (noting that “[t]he

5 Safelite’s argument does not comply with the Court’s Local Rules because it
is made without any citation to authority. See S.D. Ohio Civ. R. 7.2(a)(1) (“All
motions and applications tendered for filing shall be accompanied by a
memorandum in support thereof that shall be a brief statement of the grounds, with
citation of authorities relied upon.”).
mere failure to terminate the employee for the tortious act does not constitute
ratification”) (quotation and citation omitted). But, at this stage of the proceedings,
Safelite plausibly states a claim that Billingsley acted within the course and scope

of his employment.
Caliber’s motion as to Count 16 is DENIED.
VI. CONCLUSION
For the reasons set forth above, Lynch’s motion to dismiss for lack of personal
jurisdiction or improper venue is DENIED; Caliber’s motion for reconsideration is
DENIED; Caliber, Nowak, Lockridge, and Lynch’s motions to dismiss, or for
judgment on the pleadings, are GRANTED in part and DENIED in part. The

following claims are hereby DISMISSED:
• Count 5 (Tortious Interference with Business Relationships), to the
extent it is based on misappropriation of the Proprietary Information;
• Count 6 (Tortious Interference with Contractual Relationships), to the
extent it is based on misappropriation of the Proprietary Information;
• Count 7 (Conspiracy), to the extent it is based on misappropriation of
the Proprietary Information;
• Count 8 (Unjust Enrichment);
• Count 9 (Breach of Duty of Loyalty), to the extent it is based on
misappropriation of the Proprietary Information;
• Count 10 (Conversion); and
• Count 11 (Aiding and Abetting).

IT IS SO ORDERED.

/s/ Sarah D. Morrison
SARAH D. MORRISON
UNITED STATES DISTRICT J’UDGE

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/10381897. Public record. Not legal advice.