STERN v. Ruzich

CourtDistrict Court, E.D. Pennsylvania
DecidedMarch 21, 2025
Docket2:24-cv-01222
StatusUnknown

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

Bluebook
STERN v. Ruzich, (E.D. Pa. 2025).

Opinion

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA

EVERETT STERN and TACTICAL CIVIL ACTION RABBIT, LLC, Plaintiffs,

v. NO. 24-1222 ARACARI PROJECT, DAVID MARCHANT, KYC NEWS, INC. d/b/a OFFSHORE ALERT, KYESON UTLEY, LINDSAY MORAN, SPYSCAPE ENTERTAINMENT, and WILLIAM RUZICH, Defendants.

MEMORANDUM OPINION

Plaintiff Everett Stern is the founder and principal of Plaintiff Tactical Rabbit, LLC (“Tactical Rabbit”), a firm that provided intelligence-gathering and analysis services for private and public sector clients. Plaintiffs claim that Defendants David Marchant, KYC News, Inc. d/b/a Offshore Alert (“Offshore Alert”), Kyeson Utley, Lindsay Moran, Spyscape Entertainment (“Spyscape”), and William Ruzich —all former contractors or professional contacts of Stern and Tactical Rabbit—conspired to illegally access and misappropriate the company’s proprietary information to poach clients for Defendant Aracari Project, a competitor of Tactical Rabbit. In so doing, Plaintiffs allege that Defendants tarnished their reputation in the intelligence community and caused significant financial harm. Plaintiffs assert the following claims under Pennsylvania law against all Defendants: breach of contract; intentional interference with prospective economic advantage; tortious interference with contractual rights; negligent interference with prospective economic advantage; unfair competition; trespass to chattels; unjust enrichment and restitution; negligence; civil conspiracy; aiding and abetting fraud; and, unfair and deceptive trade practices. Pursuant to Federal Rule of Civil Procedure 12(b)(2), Marchant and Offshore Alert (together, the “Marchant Defendants”), Moran, and Spyscape each move to dismiss the Amended Complaint for lack of personal jurisdiction. In the alternative, they move for dismissal pursuant to Rule 12(b)(6) for failure to state a claim. For the reasons set forth below, their Rule 12(b)(2) Motions shall be granted. And because jurisdiction is wanting, their Rule 12(b)(6)

Motions will not be addressed. I. FACTUAL BACKGROUND1 Under Stern’s leadership, Tactical Rabbit secured multiple intelligence-related contracts that garnered over $1 million in revenue. In 2022, Stern hired Moran, Ruzich, and Utley to work as independent contractors for the company. As a former officer with the Central Intelligence Agency (“CIA”), Moran was specifically contracted to gather intelligence for private and public sector clients using “CIA style tradecraft . . . and methodologies.” Given that Tactical Rabbit’s business model relied heavily on proprietary investigative methods and confidential information amassed in its internal database, Moran’s contract included a “non-disclosure and confidentiality” provision. In essence, the clause prevented her from ever disclosing any proprietary information that she reviewed or obtained during her employment. Her contract also

contained a non-solicitation provision, which, in relevant part, stated that Moran “shall not directly or indirectly . . . . encourage any contractor or consultant to terminate his or [sic] relationship with” Tactical Rabbit for a period of two years following the termination of their agreement. Moran eventually left the firm to launch a new private intelligence company—the Aracari Project—with Ruzich, Utley, and other contractors who had previously worked with Tactical

1 The following factual recitation is taken from Plaintiffs’ Amended Complaint, well-pleaded allegations from which are taken as true at this stage. See Fowler v. UPMC Shadyside, 578 F.3d 203, 210-11 (3d Cir. 2009). Rabbit. In starting the new company, Plaintiffs allege that Moran and others: gained unauthorized access to and subsequently misappropriated Tactical Rabbit’s confidential client lists; used Tactical Rabbit’s proprietary intelligence methods to successfully solicit business from several of its clients; and, spread false statements about Stern to tarnish his reputation in the intelligence community and denigrate the work of Tactical Rabbit. For instance, Moran

informed current and prospective clients that Stern was under investigation by the Federal Bureau of Investigation for wire fraud while Marchant—a journalist who ran the news outlet Offshore Alert—published disparaging articles about him. One client that cut ties with Tactical Rabbit following Moran’s departure was Spyscape, a company specializing in espionage-themed museums, entertainment, and media services. At one point, Spyscape had featured a profile of Stern on its website that listed him as a “speaker” available for hire. Stern further avers that he “spent hundreds of hours and thousands of dollars trying to adopt a co-marketing event with and for” Spyscape for the purpose of “jointly growing and developing branded marketing materials for business collaboration.” Despite this

investment, Stern avers that he and Tactical Rabbit were “surreptitiously dismissed from this opportunity” when Spyscape ended their professional relationship after receiving “stated complaints” about him. Stern speculates that Moran orchestrated a campaign of misinformation against him, as she was previously a partner with Spyscape “for a significant amount of time and had communications with the same individuals” who managed the company’s relationship with him. Stern submits that the collective actions of Spyscape, Moran, Marchant, Ruzich, Utley, the Aracari Project, and Offshore Alert led to the collapse of Tactical Rabbit and caused millions of dollars of financial harm. II. LEGAL STANDARD Rule 12(b)(2) provides that a claim may be dismissed for “lack of personal jurisdiction.” Fed. R. Civ. P. 12(b)(2). “Once challenged, the plaintiff bears the burden of establishing personal jurisdiction,” which is a threshold matter that must be resolved before considering the merits of the pleadings. O’Connor v. Sandy Lane Hotel Co., 496 F.3d 312, 316 (3d Cir. 2007); Small v. Camden Cnty., 728 F.3d 265, 270 (3d Cir. 2013). A plaintiff is required to establish a

prima facie case by demonstrating with “reasonable particularity sufficient contacts between the defendant and the forum state.” Provident Nat. Bank v. California Fed. Sav. & Loan Assoc., 819 F.2d 434, 437 (3d Cir. 1987). While this burden is not a heavy one, a plaintiff may not “rely on the bare pleadings alone” and must “respond with actual proofs, not mere allegations.” Time Share Vacation Club v. Atlantic Resorts, Ltd., 735 F.2d 61, 66 n.9 (3d Cir. 1984). In so doing, a plaintiff is entitled to have all allegations taken as true and factual disputes resolved in their favor. Shuker v. Smith & Nephew, PLC, 885 F.3d 760, 780 (3d Cir. 2018). Allegations that “are no more than conclusions,” however, “are not entitled to the assumption of truth.” Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009). III. DISCUSSION A. The Marchant Defendants As a threshold matter, the Marchant Defendants argue that their Rule 12(b)(2) Motion should be granted as uncontested with any opposition deemed waived. They submit that

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STERN v. Ruzich, Counsel Stack Legal Research, https://law.counselstack.com/opinion/stern-v-ruzich-paed-2025.