arrivia Incorporated v. Rowley

CourtDistrict Court, D. Arizona
DecidedJune 14, 2024
Docket2:23-cv-01039
StatusUnknown

This text of arrivia Incorporated v. Rowley (arrivia Incorporated v. Rowley) is published on Counsel Stack Legal Research, covering District Court, D. Arizona primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
arrivia Incorporated v. Rowley, (D. Ariz. 2024).

Opinion

1 WO 2 3 4 5 6 IN THE UNITED STATES DISTRICT COURT 7 FOR THE DISTRICT OF ARIZONA

9 arrivia Incorporated, et al., No. CV-23-01039-PHX-DLR

10 Plaintiffs, ORDER

11 v.

12 John Rowley, et al.,

13 Defendants. 14 15 16 Pending before the Court are Defendants’ motion for attorneys’ fees and expenses 17 pursuant to A.R.S. §§ 12-341 and 12-341.01 (Doc. 47) and Plaintiffs’ motion for attorneys’ 18 fees pursuant to Fed. R. Civ. P. 11(c)(2) (Doc. 48). Both motions are fully briefed.1 (Docs. 19 47–52.) For the following reasons, Defendants’ motion is denied, and Plaintiffs’ motion is 20 granted in part. 21 I. Background 22 In June 2023, Plaintiffs arrivia, Inc. (“arrivia”) and Panda Holdco LLC (“Panda”) 23 sued Defendants John Rowley, Marcia Rowley, and Open Network Exchange, Inc. 24 (“ONE”) for (1) violation of the Defend Trade Secrets Act (“DTSA”), 18 U.S.C. § 1836 et 25 seq., (2) violation of the Arizona Uniform Trade Secrets Act (“AUTSA”), A.R.S. § 44-401 26 et seq., and (3) unjust enrichment. (Doc. 8.) Plaintiffs also sued the Rowleys for two claims 27 1 Plaintiffs’ request for oral argument is denied because the issues are adequately 28 briefed, and oral argument will not assist the Court in reaching its decision. See Fed. R. Civ. P. 78(b); LRCiv. 7.2(f). 1 of breach of contract. Defendants subsequently filed two motions: (1) a motion to dismiss 2 Plaintiffs’ complaint pursuant to Rules 12(b)(6) and 12(b)(3) of the Federal Rules of Civil 3 Procedure, and (2) a motion for sanctions pursuant to Rule 11 of the Federal Rules of Civil 4 Procedure. 5 On November 8, 2023, the Court granted Defendants’ Rule 12(b)(6) motion to 6 dismiss Plaintiffs’ DTSA, AUTSA, and unjust enrichment claims; construed Defendants’ 7 Rule 12(b)(3) motion as a forum non conveniens motion and granted the motion to dismiss 8 Plaintiffs’ complaint without prejudice to the remaining claims (i.e., the contract claims) 9 being refiled in the Delaware Court of Chancery; and, last, denied Defendants’ Rule 11 10 motion for sanctions. (Doc. 44.) 11 In its order (Doc. 44), the Court made the following findings: First, as to Plaintiffs’ 12 DTSA and AUTSA claims, the Court found that Plaintiffs had released these claims via a 13 Settlement Agreement (“Settlement”). The Court concluded that the continued use or 14 disclosure of a trade secret after a defendant’s initial misappropriation of that trade secret 15 constitutes a “single claim of misappropriation” accruing at the time of the initial 16 misappropriation. Thus, Defendants’ alleged initial misappropriation before the Settlement 17 and their alleged continued misappropriation after the Settlement constituted a single 18 claim, which, in turn, was known or unknown by Plaintiffs as of the effective date of the 19 Settlement. In other words, Plaintiffs had released their DTSA and AUTSA claims. And 20 for similar reasons, the Court also found that Plaintiffs had released their unjust enrichment 21 claim. 22 As to Plaintiffs’ remaining breach of contract claims against the Rowleys, the Court 23 found the forum-selection clause contained in the Settlement to be enforceable and that the 24 public interest factors did not weigh against the clause’s enforcement. Accordingly, the 25 Court dismissed these contracts claims without prejudice to Plaintiffs refiling them in 26 Delaware Court of Chancery. 27 Last, Defendants’ Rule 11 motion for sanctions asserted that Plaintiffs brought 28 frivolous claims and initiated the action in bad faith. The Court disagreed, finding the law 1 unsettled regarding whether an initial misappropriation and a continuing misappropriation 2 of a trade secret constitutes a single claim for the purpose of enforcing a contractual release 3 of claims. Though ultimately unsuccessful, Plaintiffs presented a good-faith argument as 4 to why their trade secrets claims were not released by way of the Settlement. The Court 5 also found no evidence that Plaintiffs brought the action in bad faith. 6 Pending now, Plaintiffs and Defendants have each filed motions for attorneys’ fees. 7 Defendants seek $164,890.50 in attorneys’ fees and $711.20 in expenses pursuant to A.R.S. 8 §§ 12-341.01 and 12-341. (Doc. 47), and Plaintiffs seek $72,014.00 in attorneys’ fees 9 pursuant to Fed. R. Civ. P. 11(c)(2) (Doc. 48). The Court addresses each motion in turn. 10 II. Defendants’ Motion for Fees and Costs 11 A.R.S. § 12-341.01(A) provides that “[i]n any contested action arising out of a 12 contract, express or implied, the [C]ourt may award the successful party reasonable 13 attorney fees[,]” and A.R.S. § 12-341 provides that “[t]he successful party to a civil action 14 shall recover from his adversary all costs expended or incurred.” Defendants contend they 15 are eligible for an award of fees and expenses because they successfully defended against 16 Plaintiffs’ contract claims as well as Plaintiffs’ tort claims, which Defendants assert were 17 “interwoven” with the contract claims. (Doc. 47 at 3–4.) 18 A. Attorneys’ Fees Pursuant to A.R.S. § 12-341.01(A) 19 The Court turns first to Defendants’ request for attorneys’ fees. Plaintiffs argue that 20 Defendants are contractually prohibited from recovering attorneys’ fees because both the 21 Settlement and the Rowleys’ Restrictive Covenant Agreement with Plaintiffs (“Restrictive 22 Covenant”)—which Plaintiffs sought to enforce through their contract claims—preclude 23 such an award. Plaintiffs note that A.R.S. § 12-341.01(a) is inapplicable when it conflicts 24 with contractual provisions governing attorneys’ awards. (Doc. 50 at 3–5.) Plaintiffs then 25 direct the Court’s attention to the Settlement, which provides: 26 All parties agree that each of them shall be solely responsible for paying their own respective fees, costs and expenses – 27 including attorney’s fees, expert consultant fees, and outside vendor fees – incurred in connection with the negotiation or 28 preparation of this Settlement Agreement or in connection with any of the disputes being resolved by this Agreement or in 1 connection with the performance of any party’s obligations set forth in this Settlement Agreement. 2 3 (Doc. 8-4 at 9 (emphasis added).) Plaintiffs also point to the Restrictive Covenant,2 which 4 states that “in no event shall [Plaintiffs] have any liability for [the Rowleys’] legal fees or 5 costs in pursuit of the enforcement of this Agreement.” (Doc. 8-1 at 5.) 6 The Court agrees with Plaintiffs that Defendants3 are ineligible for an award of 7 attorneys’ fees under A.R.S. § 12-341.01(A).

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arrivia Incorporated v. Rowley, Counsel Stack Legal Research, https://law.counselstack.com/opinion/arrivia-incorporated-v-rowley-azd-2024.