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Jurisdiction Arises from Ex-Employee’s Visits

Plaintiff company’s former Director of Preconstruction who allegedly diverted a government contract for a project in Abu Dhabi to a business competitor may be sued in Virginia for alleged breach of contract, breach of a confidentiality agreement, breach of fiduciary duty and conversion of confidential company information; the Alexandria U.S. District Court says it has specific personal jurisdiction over defendant.

Defendant was employed by a Virginia corporation. He could have turned down plaintiff’s job offer and worked somewhere else, but instead he made a conscious choice to work for plaintiff. He traveled to Vienna, Virginia, for the job interview. As part of his job duties, he regularly communicated with colleagues in Virginia and made several visits to company headquarters in Virginia. Among projects in other locations, defendant managed construction projects in Virginia. He worked for plaintiff for two years and had substantial responsibility for the company. On these facts, defendant can be said to have “purposefully availed” himself of conducting business in Virginia.

In this case, the parties’ relationship arises from a contract. Defendant was physically present in plaintiff’s headquarters in Vienna, Virginia, when he was hired and physically present in the same Virginia office when he signed the confidentiality agreement at issue in this litigation. It is unclear whether or where any negotiations to the contract took place, but it may be presumed that any negotiations on plaintiff’s end were conducted at the Vienna headquarters and defendant was aware of that fact. It is similarly unclear who initiated contact between the two parties (i.e., whether defendant was recruited to the position or whether he responded to a job posting). However, this prong seeks to ascertain whether a defendant “reached into” Virginia, and initiating contact is one way to do so. Based on the parties’ statements, it appears defendant “reached into” Virginia for this job, even though his office was in Maryland.

With respect to the extent of the communications between the parties, defendant regularly communicated with plaintiff’s Virginia employer. His “best estimate” of the number of trips he made to Virginia in connection with his employment was “no more than once per month.” At most, this means he made 24 employment-related trips to Virginia. Though it is difficult for this court to conclusively establish how many times defendant came to Virginia for work, it is enough at this stage to know there was more than one occasion in which he traveled to Virginia for business.

Finally, defendant was contractually obligated not to disclose confidential and proprietary information, such as cost information, bid strategies and internal cost structures, much of which is maintained in records held on plaintiff’s computer server located and administered in Virginia. Thus, much of the subject matter of the contract is located in Virginia. Keeping certain information confidential was part of his job, and he has conceded that he was in Virginia several times over the course of two years to do his job. Therefore, his trips to Virginia did, in fact, involve his obligations under the confidentiality agreement.

Even if the acts giving rise to the breach do not “arise from” his specific contacts with Virginia, it is appropriate to consider the scope of iiianyiii contract-related activities in determining whether personal jurisdiction exists.

Courts have interpreted Virginia law to hold that part performance of a contract in a forum can give rise to personal jurisdiction, even if the contract was consummated elsewhere. Here, defendant’s part performance of the confidentiality agreement involved Virginia contacts. Part of defendant’s job responsibilities included projects in Virginia. Defendant’s employment required regular contact with Virginia, including in-person visits to client locations and company headquarters in Virginia. Finally, a large portion of the confidential information is stored in Virginia. While the confidentiality agreement was entered into in Virginia and supposedly breached elsewhere, that does not negate the fact that defendant reached into Virginia to enter into the contract in the first place.

The court finds plaintiff has met its burden to show specific jurisdiction exists over defendant in Virginia. The court cannot, however, assert general jurisdiction over defendant, as the alleged facts do not rise to the level of continuous and systematic contacts required to support general jurisdiction.

Cooper Materials Handling Inc. v. Tegeler (Cacheris) No. 1:14cv956, Sept. 24, 2014; USDC at Alexandria, Va. VLW 014-3-504, 17 pp.

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