United States District Court, D. New Jersey
KEVIN McNULTY, District Judge.
This matter comes before the court on the motion (ECF No. 10) of Defendant Priscilla Moynier ("Moynier") to dismiss the Complaint (ECF No. 1) of Plaintiff Spiniello Companies ("Spiniello"). Spiniello filed this Complaint alleging that Moynier deleted data from her work laptop prior to her resignation for her own gain and for the benefit of currently unknown individuals and entities, with whom she conspired. Spiniello alleges (1) violation of the Computer Fraud and Abuse Act ("CFAA"), 18 U.S.C. § 1030; (2) violation of the New Jersey Computer-Related Offenses Act, N.J.S.A. § 2A:38A-3; (3) breach of contract; (4) breach of implied covenant of good faith and fair dealing; (5) breach of duty of loyalty; and (6) trespass to chattels.
Defendant Moynier moves (1) to dismiss the Complaint for lack of subject matter jurisdiction under Fed.R.Civ.P. 12(b)(1); (2) to dismiss the Complaint for lack of personal jurisdiction under Fed.R.Civ.P. 12(b)(2); and (3) to dismiss the Complaint for improper venue under Fed.R.Civ.P. 12(b)(3), or in the alternative to transfer venue under 28 U.S.C. § 1404(a).
For the reasons set forth below, the motion to dismiss is denied as moot and the motion to transfer venue to the Central District of California is granted.
Spiniello brings this action against Moynier, fictitious individuals John Does (1-10), and fictitious entities ABC Corps. (1-10). Spiniello is a California corporation with headquarters and a principal place of business in New Jersey. (Compl. ¶ 4). Moynier is a California resident and was the Office Manager at Spiniello's California office from February 2011 to July 2013. (Compl. ¶ 1, 5; Moynier Decl. ¶ 2, ECF No. 10-2). "John Does (1-10) and ABC Corps. (1-10) are fictitious names for individuals and entities" who allegedly "conspired with, orchestrated, facilitated, or otherwise benefited from the conduct being alleged against [Moynier], but whose names or involvement are not known to Spiniello at this time." (Compl. ¶ 6).
Spiniello issued Moynier a laptop and mobile device. ( Id. ¶ 12). Moynier's duties included "reviewing and modifying bid documents, ensuring bid compliance with certain regulatory guidelines, estimating the appropriate amount to bid for certain projects, and managing accounts payable for successful bids." ( Id. ¶ 13). Spiniello gave Moynier access to confidential and proprietary Spiniello information, and Moynier entered into a Confidentiality Agreement ("Agreement") with Spiniello on February 22, 2011. ( Id. ¶¶ 14-15). The relevant provisions of the Agreement are as follows:
[Section 3.4.4] In exchange for being given the Company's Trade Secrets and Confidential Information, and in connection with the consideration of his employment with the Company, Employee agrees that such Trade Secrets and Confidential Information are to be used by him solely and exclusively for the purpose of conducting business on behalf of the Company or its affiliated companies. Employee agrees to keep such Trade Secrets and Confidential Information confidential and not to divulge or disclose this information except for the purpose of conducting business on behalf of Employer or its affiliated companies. If Employee resigns or is terminated from his employment for any reason, he agrees to immediately return all Confidential Information, including Confidential Information maintained by him in his office, personal electronic devices, and/or at home, and to continue to maintain the confidentiality of all Trade Secrets and Confidential Information, whether or not in written form.
[Section 3.4.6] All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Employee or made available to the Employee concerning the business of the Company or its affiliates, (i) shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its request, and (ii) upon the Employee's termination of employment, shall be immediately returned to the Company.
( Id. ¶¶ 16-17). The Agreement is to be interpreted under New Jersey law. ( Id. ¶ 18). Spiniello also gave Moynier a handbook (the "Handbook"), which provided that "E-mail messages (sent and received) using Company communications equipment are the property of the Company, including emails sent on personal email providers including gmail, yahoo, aol, and hotmail." ( Id. ¶ 20).
On July 19, 2013, Moynier resigned from Spiniello. ( Id. ¶ 21). Before resigning, Moynier allegedly deleted 11.9 GB of data from her Spiniello laptop, including over 100 files in a "BID STUFF" folder, which contained materials relating to several projects on which Spiniello was actively bidding. ( Id. ¶¶ 22-24). The deleted data included over 11 GB of emails, "which represented substantially all of the emails that Moynier had sent and received using her Spiniello email address during the over two years she was employed by Spiniello." ( Id. ¶ 25). Although Spiniello has used "extensive forensic resources" to recover some of the data, portions of the data that had been overwritten may be unrecoverable. ( Id. ¶ 27).
Spiniello alleges that Moynier deleted this data "in order to prevent Spiniello from discovering that she had engaged in illegal activities in order to personally enrich herself, John Does (1-10), and/or ABC Corp. (1-10), " and "to prevent Spiniello from discovering that she had violated the terms of her Confidentiality Agreement." ( Id. ¶¶ 28-29). Before deleting this data, Moynier allegedly connected a USB Memory Stick to her laptop and downloaded a copy of the deleted information "for her own personal use, and/or for the benefit of John Does (1-10) and/or ABC Corps (1-10)." ( Id. ¶ 30).
Spiniello alleges (1) violation of the Computer Fraud and Abuse Act ("CFAA"), 18 U.S.C. § 1030; (2) violation of New Jersey Computer-Related Offenses Act, N.J.S.A. § 2A:38A-3; (3) breach of contract; (4) breach of implied covenant of good faith and fair dealing; (5) breach of duty of loyalty; and (6) trespass to chattels. ( Id. ¶¶ 32-72).
Spiniello asserts that this Court has original jurisdiction over the alleged CFAA violations under 28 U.S.C. § 1331 and supplemental jurisdiction over the state law claims under 28 U.S.C. § 1367. ( Id. ¶ 7-8). Spiniello claims venue is proper under 28 U.S.C. § 1391(b)(2) "because a substantial part of the ...