DynCorp International v. AAR Airlift Group, Inc.

664 F. App'x 844
CourtCourt of Appeals for the Eleventh Circuit
DecidedNovember 21, 2016
Docket16-10451
StatusUnpublished
Cited by18 cases

This text of 664 F. App'x 844 (DynCorp International v. AAR Airlift Group, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Eleventh Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
DynCorp International v. AAR Airlift Group, Inc., 664 F. App'x 844 (11th Cir. 2016).

Opinion

PER CURIAM:

In this diversity case, DynCorp International (“DynCorp”), a private contractor that provides aviation and security services for the U.S. State Department, appeals the district court’s Fed. R. Civ. P. 12(b)(6) dismissal of its amended complaint, asserting trade-secret misappropriation and other claims against competitor AAR Airlift Group, Inc. (“AAR”), for failure to state a claim. On appeal, DynCorp asserts that the district court misread the Florida Uniform Trade Secrets Act and its pleading. After careful review of the record and the parties’ briefs, we reverse the dismissal order and remand for further proceedings.

The essential facts, adduced from Dyn-Corp’s amended complaint and attached exhibits, are these. Since about 1992, Dyn-Corp has contracted with the U.S. State Department’s Bureau of International Narcotics and Law Enforcement Affairs to perform aviation and related services in support of the bureau’s Worldwide Aviation Support Services (‘WASS”) program, which involves counter-narcotics and illicit drug eradication efforts in numerous countries around the world. In November 2012, the State Department posted a formal notice of its intent to solicit bids for a new WASS contract. It issued the solicitation nearly two years later, in July 2014. Dyn-Corp and AAR each submitted a bid by the October 2, 2014 deadline. In January 2015, the State Department excluded Dyn-Corp from the WASS competition, finding its bid fell outside the competitive range. DynCorp filed a protest, arguing the State Department had materially misevaluated its proposal. In March 2015, the State *846 Department opted to reconsider its decision, and, in October 2015, announced it had revised the competitive range for the WASS project, so that DynCorp’s original proposal fell within the revised range. Pursuant to government regulations, the State Department is now requii%d to accept revised bids, consistent with the newly revised competitive range.

In about August 2012, three DynCorp employees—Terrance Fisher, Angela Pilk-ington and James Christian Thomas—all of whom had signed confidentiality and non-disclosure agreements with DynCorp, left that company to work for AAR. Nearly three years later, on April 21, 2015, AAR part-time employee Michael Peterson, who was working on the WASS-bid project for AAR, opened an email in his personal account from Tom Cline—-Peterson’s longtime professional contact and friend, and President of DynCorp subcontractor Eagle Aviation Services & Technology (“EAST”). 1 The email said, “take a look, seems bizarre,” and attached what turned out to be DynCorp’s “Profit Margin Analysis” (“PMA”). According to the complaint, the PMA is “a detailed spreadsheet [with] approximately twenty discrete tabs, and collectively consists of nearly 10,000 rows of confidential data [and] trade secrets about [DynCorp’s] quarterly and prior performance on the Incumbent Contract, including staffing, labor, costs, profit margins, overhead, revenue and other financial data, [which] provide[d] direct insight into [DynCorp’s] operations and pricing strategies on the Incumbent Contract.”

When he received the email, Peterson quickly scanned the attachment. Once he noticed that the document was related to the State Department Bureau of International Narcotics and Law Enforcement Affairs, he became concerned that it might contain sensitive information and immediately closed it. Peterson also decided to notify AAR, so he forwarded Cline’s email from his personal account to his AAR email account. On May 1, 2015, when AAR’s Director of Business Development Rich Walberg stepped into his office, Peterson asked him to take a look at the email and attachment. Walberg looked briefly at the attachment and immediately told Peterson to close it without viewing its content. Peterson subsequently deleted the email and attachment from his AAR email account. That same day, AAR’s general counsel sent an email to the State Department’s contracting officer for the WASS program, informing him of the situation.

The following day, May 2, 2015, AAR arranged for Jason Dieterle, an independent computer consultant, to go to Peterson’s home to secure and image his personal computer. Two days later, on May 4, 2015, at AAR’s request, Dieterle returned to Peterson’s home to copy the Cline email and attachment onto a thumb drive, which he then personally delivered to the State Department’s contracting officer for the WASS program. Thereafter, Peterson permanently deleted the Cline email from his personal computer and the image created by Dieterle.

Meanwhile, on April 27, 2015—six days after Peterson received Cline’s email and four days before he notified AAR—a former human resources manager at AAR (“the Whistleblower”) notified • DynCorp that AAR had misappropriated trade secrets related to DynCorp’s performance on the WASS contract. The Whistleblower said that, while AAR was preparing its original WASS bid, which had been submitted in October 2014, five members of AAR’s senior management team engaged in a concerted effort to hire away Thomas, Pilkington, and Fisher from DynCorp and *847 to induce them to disclose confidential DynCorp information for AAR to use in its WASS bid. The Whistleblower reported that Thomas and Pilkington provided confidential and proprietary DynCorp information to AAR, while Fisher refused to do so. On May 4,2015—the same day Dieterle delivered the Cline email and attachment to the State Department contracting officer—DynCorp notified the same State Department contracting officer that AAR had obtained DynCorp trade secrets relating to the WASS competition, which DynCorp asserted was a violation of the Procurement Integrity Act, 41 U.S.C. § 2101, et seq. The contracting officer referred the matter to the State Department’s Inspector General, who is currently investigating the matter.

To protect its private rights and intellectual property, DynCorp filed suit in federal district court in September 2015. The eight-count amended complaint alleged that AAR violated the Florida Uniform Trade Secrets Act (“FUTSA”), Fla. Stat. § 688.001, et seq. (Count I); engaged in common-law conversion, tortious interference with contractual relations, tortious interference with existing and prospective business relations, aiding and abetting breach of fiduciary duty, unjust enrichment, and conspiracy (Counts II through VII); and violated the Florida Deceptive and Unfair Trade Practices Act, Fla. Stat. § 501.201, et seq. (Count VIII). AAR filed a motion to dismiss the amended complaint for failure to state a claim, which the district court granted. The district court ruled that the complaint was too vague to state a FUTSA claim and that its allegations necessarily also failed to state a claim on Counts II through VIII. Specifically, the court found that DynCorp failed to allege with reasonable particularity the trade secrets allegedly disclosed by Thomas and Pilkington, and, while the complaint alleged that the PMA constituted a trade secret, it failed to allege that AAR had misappropriated the PMA.

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664 F. App'x 844, Counsel Stack Legal Research, https://law.counselstack.com/opinion/dyncorp-international-v-aar-airlift-group-inc-ca11-2016.