Century Business Services, Inc. v. Bryant

69 F. App'x 306
CourtCourt of Appeals for the Sixth Circuit
DecidedJuly 8, 2003
DocketNo. 01-4142
StatusPublished
Cited by9 cases

This text of 69 F. App'x 306 (Century Business Services, Inc. v. Bryant) is published on Counsel Stack Legal Research, covering Court of Appeals for the Sixth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Century Business Services, Inc. v. Bryant, 69 F. App'x 306 (6th Cir. 2003).

Opinion

OPINION

GIBBONS, Circuit Judge.

Plaintiffs-appellants Century Business Services, Inc. (Century), a Delaware corporation with its principal place of busi[307]*307ness in Ohio, and SR Business Services, Inc. (SRB), an Ohio corporation whose principal place of business is in dispute, brought an action against defendant-appellee Kenneth W. Bryant, a Georgia resident, to enforce (1) an employment agreement restricting Bryant’s competition with Century and SRB and prohibiting Bryant from soliciting employees of Century and SRB and disclosing confidential information belonging to Century and SRB; (2) a merger agreement containing a non-interference clause prohibiting Bryant from soliciting employees of Century and SRB or disclosing confidential information; and (3) a stock option agreement containing a noninterference clause prohibiting Bryant from soliciting employees and restricting Bryant’s competition with Century and SRB. Century and SRB also alleged that Bryant intentionally interfered with their contractual relationships and misappropriated their trade secrets. Bryant moved the district court to dismiss the action for lack of personal and subject matter jurisdiction. The basis for the motion with respect to subject matter jurisdiction was Bryant’s contention that SR Accounting was a necessary and indispensable party to the action. A day later Bryant supplemented the motion, arguing that there was no diversity of citizenship because SRB’s principal place of business was in Georgia.

The district court found that SRB had its principal place of business in Ohio, such that the parties were diverse and it could exercise subject matter jurisdiction. The district court also found, however, that SR Accounting (a Georgia corporation) was a necessary and indispensable party under Rule 19 of the Federal Rules of Civil Procedure. Because the joinder of SR Accounting would destroy diversity jurisdiction, the court granted Bryant’s initial motion to dismiss for lack of subject matter jurisdiction. The court declined to address whether personal jurisdiction could be exercised over Bryant.

We reverse the judgment of the district court as to Bryant’s initial motion to dismiss for lack of subject matter jurisdiction, since SR Accounting is not a necessary party under Rule 19(a). We also reverse the district court’s denial of Bryant’s supplemental motion to dismiss for lack of subject matter jurisdiction and remand for an evidentiary hearing in light of the subsequent contrary decision of the United States District Court for the Northern District of Georgia, which found, in a suit between SRB and Bryant, that SRB’s principal place of business is located in Georgia.

I.

Century is a publicly traded company that provides a range of customized business services. Century is the parent corporation of CBSI Management Co., which in turn is the parent corporation of SRB. SRB offers accounting and business services.

In December 1997, Century (then known as International Alliance Services) purchased Smith & Radigan, P.C. (Smith & Radigan), a certified public accounting firm. At the time of the purchase. Bryant, a certified public accountant in the state of Georgia, was a shareholder of Smith & Radigan. As part of the sale, Century, SRB, Smith & Radigan, and the shareholders of Smith & Radigan (including Bryant) entered into the Agreement and Plan of Merger dated December 4, 1997 (Merger Agreement). According to the terms of the Merger Agreement, Bryant and the other shareholders of Smith & Radigan were to form a new certified public accounting firm called SR Accounting. Section 7.8 of the Merger Agreement states:

[308]*308Conversion to Business Corporation. Immediately prior to the Closing: (I) [Smith & Radigan] and the Shareholders will cause [Smith & Radigan] to be converted from a professional corporation to a business corporation and (ii) the Shareholders will create a separate corporation organized under Georgia law which will be named ‘Smith & Radigan, Certified Public Accountants, L.L.C.” (“SR Accounting”) and transfer to SR Accounting: (A) certain assets, liabilities, and operations of SR relating to attest functions; and (B) all other assets of SR in excess of the Target Closing Date Net Worth. [Smith & Radigan] and the shareholders shall submit to IASI for its prior approval, the organizational documents for SR Accounting,

(emphasis added). On the same date, the newly-created SR Accounting entered into an Administrative Services Agreement with SRB, whereby SR Accounting “would conduct a public accounting business comprised of performing audit, review and compilation services and rendering ‘attest services’ ... to clients” and SRB would “provide[] certain administrative, personnel, marketing and other support services to [SR Accounting].” The Administrative Services Agreement further specified that “[a]ll personnel used in rendering the Services shall be employed by and compensated by [SRB].” Under the terms of this agreement, labor on attest services to SRB’s clients “would be provided to [SR Accounting] from [SRB], using its employees including Bryant.”

Bryant agreed to non-solicitation and confidentiality obligations as part of the Merger Agreement. Section 7.7 of the Merger Agreement states:

Non-interference. Each of the Shareholders, severally, agrees that he will not at any time without the prior written consent of IASI, either directly or indirectly (I) solicit (or attempt to solicit), induce (or attempt to induce), cause or facilitate any employee, director, agent, consultant, independent contractor, representative or associate of IASI or IASI subsidiaries and affiliates (collectively, the IASI Group) to terminate or change his, her, or its employment or services to, or relationship with the IASI Group, or ... (iii) will not (except as required by law or as authorized in writing by IASI) directly or indirectly copy, disseminate, or use for the Shareholder’s personal benefit or for the benefit of any third party, any information or knowledge belonging to, used by, or which is in the possession of the IASI Group relating to the IASI Group’s business, business plans, strategies, pricing, sales practices, customers or prospective customers, technology, programs, finances, costs, employees, employee compensation rates or policies, marketing plans, development plans, computer programs, computer systems, inventions, developments, trade secrets, know how or confidences of the IASI Group or its businesses, without regard to whether any such information may be deemed confidential or material to any third party.

Bryant and SRB also entered into the Executive Employment Agreement dated December 4, 1997, wherein Bryant agreed to additional non-solicitation and non-disclosure obligations, as well as a non-competition obligation. Section 6 of the Executive Employment Agreement states:

Noncompetition. The Executive agrees that during the period in which the Executive is employed by the Company and for two years thereafter the Executive shall not, without the prior written consent of the IASI Representative and the Company, either directly or indirectly, solicit, attempt to solicit, take away, attempt to take away, or otherwise inter[309]

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Ragouzis v. Hamilton
E.D. Kentucky, 2025
Bryenton v. Preyer
N.D. Ohio, 2023
Andrews v. Modell
636 F. Supp. 2d 213 (S.D. New York, 2008)
Larios v. Perdue
306 F. Supp. 2d 1190 (N.D. Georgia, 2003)

Cite This Page — Counsel Stack

Bluebook (online)
69 F. App'x 306, Counsel Stack Legal Research, https://law.counselstack.com/opinion/century-business-services-inc-v-bryant-ca6-2003.