Sentient Jet, Inc. v. Lambert

15 Mass. L. Rptr. 500
CourtMassachusetts Superior Court
DecidedNovember 18, 2002
DocketNo. 025071BLS
StatusPublished
Cited by1 cases

This text of 15 Mass. L. Rptr. 500 (Sentient Jet, Inc. v. Lambert) is published on Counsel Stack Legal Research, covering Massachusetts Superior Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Sentient Jet, Inc. v. Lambert, 15 Mass. L. Rptr. 500 (Mass. Ct. App. 2002).

Opinion

van Gestel, J.

This matter comes before the Court on a motion of the plaintiff, Sentient Jet, Inc. (“Sen[501]*501tient”), seeking certain preliminary injunctions against the defendants James E. Lambert, Jr. (“Lambert”), Donald E. Smith, Jr. (“Smith”) and Gregory P. Goodwin (“Goodwin”). Lambert, Smith and Goodwin are former employees of Sentient who have allegedly violated non-competition agreements by forming and working for a new company, the defendant EBJ Executive Business Jets, LLC (“EBJ”), in direct competition with Sentient, and by supposedly misappropriating hard copies of Sentient’s confidential and proprietary databases and other information to assist in their new venture.

The principal defense is that there have been significant changes in the defendants’ employment arrangements with Sentient such that the covenants in their agreements should no longer be enforced.

BACKGROUND

Sentient is in the business of providing charter jet aircraft services to corporations, corporate executives, high net worth individuals, celebrities and professional athletes. Prior to September 2002, Sentient wás known as “eBizJets” and “Executive Business Jets.” Sentient manages a network of over 1,400 charter aircraft and their FAA-certiñed operators and provides aircraft services for its clients. Sentient uses the TravelCard Membership program for frequent private jet flyers. It also offers on-demand services for clients who require less frequent private jet services or jet service without membership commitments.

Sentient has established relationships with at least 300 carriers which are entities that own or manage private aircraft for use in charter flights. These carriers provide the actual flight services sold by Sentient. Sentient has spent significant amounts of money and time in establishing and cultivating its relationships with its carriers. In so doing, it has created an extensive database of information regarding the carriers such as their contact persons, the types of aircraft available, pictures of these aircraft, flight history, potential rates, pilots’ identities and qualitative insights such as integrity, reliability and safety. Sentient claims that this is confidential and proprietary information, access to which Sentient restricts only to its employees.

Sentient has approximately 500 travel card accounts, covering over 1,000 members. These accounts include wealthy individuals, corporations, professional athletes and entertainers. Again, Sentient has spent considerable time and money identifying these accounts, and in establishing and cultivating relationships with them. Sentient has created a database for its accounts, much like that for its carriers. This account database includes information regarding the accounts such as contact information, e-mail addresses, iypes of accounts, number of times flown with Sentient, flight history, flight preferences, rates paid, and feedback. Sentient claims that this too is highly confidential and proprietary information to which Sentient restricts access only to its employees.

Sentient also has over 600 charter customers or potential charter customers who will purchase individual flights, as opposed to purchasing a membership. There is a database for these charter customers which contains information similar in kind to that for the account database. Again, it too is claimed by Sentient to be confidential, proprietary and limited in access to Sentient employees only.

Lambert was Sentient’s Director of Carrier Operations and as such was Sentient’s primary point of contact for the carriers. He was responsible for establishing, managing, and cultivating Sentient’s relationships with the carriers. As part of his job, he managed the database for the carriers.

Smith served as Sentient’s Director of National Accounts. He was responsible for identifying, acquiring and cultivating relationships with all of Sentient’s corporate accounts. He also managed the Sentient database for accounts. •

Goodwin served as Sentient’s Director of Charter Operations. He was its primary point of contact for the charter customers. As part of his job, Goodwin managed the content of the charter customer database.

Lambert, Smith and Goodwin each executed confidentiality and non-disclosure agreements with Sentient. The confidential information portions of those agreements reached: “any scientific, technical, trade or business secrets of [Sentient]” and any such information that Sentient treats “as confidential or proprietary.”

The non-competition covenants read:
During the term hereof and for a period of eighteen months after the termination or expiration of the Employee’s employment with [Sentient], for any reason or no reason, the Employee will not, directly or indirectly:
(a) as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor or lender, or in any other capacity whatsoever (other than as the holder of not more than one percent of the total outstanding stock of a publicly held company) engage in the business of providing jet chartering related content or services using the internet or otherwise;
(b) recruit, solicit or induce, or attempt to induce any employee of, or consultant to, [Sentient] to terminate their employment with, or otherwise cease their relationship with [Sentient].

The agreements also contain language whereby the employees agree that a breach would cause irreparable harm for which injunctive relief is appropriate, and that the governing law is that of Massachusetts.

On September 25, 2002, Lambert resigned from Sentient immediately, without prior notice. Lambert [502]*502then went to his office and printed the contents of his computerized Rolodex at Sentient. This Rolodex may contain some of Sentient’s confidential information. Lambert has returned what he-printed out, but he also has retained a copy thereof.

The next day, as part of his exit process, Lambert signed a Termination Agreement. By this agreement Lambert and Sentient generally released each other of any and all claims or causes of action arising out of his employment relationship. The Termination Agreement also contains the following two clauses:

9. Employee agrees to refrain from soliciting Sentient employees, vendors, carriers and Sentient clients.
10. Employee will not directly or indirectly engage in the business of providing aircraft chartering or fractional aircraft ownership related content or services for a period of 18 months from the date of termination.

On Sunday, October 20, 2002, Smith entered Sentient’s offices and distributed a letter communicating his immediate resignation.

On Monday, October 21, 2002, Goodwin sent an e-mail to Sentient communicating his immediate resignation.

EBJ Executive Business Jets, LLC, is a Delaware limited liability company, established by Lambert, Smith and Goodwin. At the first oral argument,1 counsel for the defendants conceded, in response to a question from the Court, that Lambert, Smith and Goodwin are EBJ. EBJ has set up an office at 167 Washington Street in Norwell, Massachusetts, which is only about two miles from Sentient’s office in the same town.

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Cite This Page — Counsel Stack

Bluebook (online)
15 Mass. L. Rptr. 500, Counsel Stack Legal Research, https://law.counselstack.com/opinion/sentient-jet-inc-v-lambert-masssuperct-2002.