TekTree, LLC v. Borla Performance Industries, Inc. and Rongya Xia

CourtDelaware Court of Common Pleas
DecidedFebruary 24, 2015
DocketCPU4-12-002911
StatusPublished

This text of TekTree, LLC v. Borla Performance Industries, Inc. and Rongya Xia (TekTree, LLC v. Borla Performance Industries, Inc. and Rongya Xia) is published on Counsel Stack Legal Research, covering Delaware Court of Common Pleas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
TekTree, LLC v. Borla Performance Industries, Inc. and Rongya Xia, (Del. Super. Ct. 2015).

Opinion

IN THE COURT OF COMMON PLEAS FOR THE STATE OF DELAWARE

IN AND FOR NEW CASTLE COUNTY

TEKTREE, L.L.C., ) ) ) Plaintiff, ) ) v. ) C.A. No. CPU4-12-002911 ) BORLA PERFORMANCE INDUSTRIES, ) INC., and RONGYA XIA, ) ) Defendants. )

Submitted: November 13, 2014 Decided: February 24, 2015

R. Stokes Nolte, Esq. Scott G. Wilcox, Esq. Reiley, Janiczek & McDevitt Whiteford, Taylor, and Preston Delle Donne Corporate Center 405 King Street, Suite 500 1031 Centre Road, Suite 210 Wilmington, DE 19801 Wilmington, DE, 19805 Attorney for Defendant Borla Attorney for Plaintiff Performance Industries, Inc.

Kelly A. Green, Esq. Smith, Katzenstein & Jenkins 800 Delaware Avenue, 10th Floor P.O. Box 410 Wilmington, DE 19899 Attorney for Defendant Rongyu Xia

DECISION AFTER TRIAL NATURE AND STAGE OF PROCEEDINGS

In July 24, 2012, Plaintiff TekTree, LLC (“TekTree”) brought this action against Borla

Performance Industries, Inc. (“Borla”) and Rongyu Xia (“Xia”) alleging breach of contract and

tortious interference with contractual relations. TekTree sought damages in the amount of

$40,000.00. The claim for breach of contract alleges that TekTree entered into a professional

agreement with Borla by which Borla employee Xia would provide services to TekTree client,

Lincoln Financial Group. Further, that the terms of that agreement required both Borla and Xia to

abstain from providing services directly or indirectly to Lincoln Financial Group (“Lincoln”) during

the terms of the agreement and one year after the expiration of the agreement. The claim against

Xia also alleges she breached the Demand Note/Training Contract and the employment agreement.

On August 31, 2012, Borla filed an answer which it denied that it breached the contract, and

also denied any liability for the acts or omissions of Xia. Borla also brought a counterclaim in the

amount of $15,750.00 for unpaid invoices submitted to TekTree for payments made to Xia. On

September 25, 2012, Xia, proceeding pro se, filed an answer which denied she breached the contract,

and the Demand Note/Training agreement

By order dated on April 5, 2013, the Court granted and Xia filed an amended answer. In her

amended answer, Xia continues to deny breaching the contract, but she admits she signed the Note

and employment agreement. She alleges six affirmative defenses, and she brought several

counterclaims. She claims TekTree induced her to enter the agreement by promising that they would

arrange all necessary work permits, and that employment is subject to – and would begin only after –

the required H1B Visa work permit was obtained. She was to receive a salary of $50,000.00 paid in

accordance with the Company’s payroll procedures. Xia also alleges that she was to receive training

at various locations, which did not take place; thus, TekTree breached its contract with her.

2 Xia also alleges breach of implied covenant of good faith and fair dealing based upon

TekTree’s misrepresentation that they would employ her directly, provide her a salary and benefits,

and obtain her H1B visa. She relied upon these material misrepresentations when she accepted the

position, signed the note, travelled to Michigan on two occasions for training, and stopped looking

for other employment.

FACTS

At the beginning of trial, the parties submitted stipulated exhibits.1 Thereafter Raghuveer

Bandi (“Bandi”), President of TekTree, testified that for nine years, he was the head of the company.

He stated that TekTree provides staffing to corporation clients, which need Information

Technology assistance. TekTree trains candidates in Information Technology Services (“IT”) for

job placement with its clients. The training consists of online courses, as well as in-classroom

training. Upon successful completion of training, the candidate is placed with one of TekTree’s

clients. In return, TekTree is paid a percentage of the candidate’s salary for service provided to the

company. In addition to offering training and job placement, TekTree offers health benefits,

relocation expenses for a candidate’s move to the training facility in Detroit, Michigan, and free H1

B Visa processing and sponsorship for citizens of foreign countries.2

Bandi testified that on June 7, 2011, Xia signed the Note,3 which provided that she would

not voluntarily terminate her employment with TekTree for one year following the successful

completion of training and subsequent employment by TekTree LLC. The agreement further

provided that if Xia failed to comply with the agreement, she would pay as liquidated damages the

cost of training in the amount of $5,000.00, with interest at 10.00% per annum.4 As a part of the

1 The parties stipulated to twenty-two joint exhibits. 2 See Joint Ex. 10. As a Chinese National, Xia needed documentation from her employer to secure a H1 B visa to continue her employment. 3 See Joint Ex. 1 4 Joint Ex. 1, ¶ 1.

3 arrangement, TekTree and Xia executed an employment document providing that Xia would receive

a salary of $50,000 per year.5 Bandi testified that training thereafter started in Detroit, Michigan.6

She was trained in the Informatica Platform for data entry. After she completed the training, she

received a job assignment, which consisted of him giving Xia’s resume to Panzier who had a

relationship with Lincoln Financial, where the work was to be performed. Therefore, the

arrangement was for TekTree to deal with Panzier and Panzier to deal with Lincoln Financial.

Bandi further testified that when the problem developed with the HIB visa, they went to

Borla whereby Borla would employ Xia for three months to satisfy employee status. However, after

three months after being employed, Xia indicated she no longer needed the HIB visa, but wanted a

different type and needed his assistance. To facilitate the TekTree-Borla arrangement for Xia, they

executed a purchase order for Xia to provide services to Lincoln National.7 She was placed through

Panzier, who is a client of TekTree.8 Xia worked with Lincoln National under this arrangement from

October 17, 2011 until April 30, 2012, when she resigned from her employment with Borla9

On cross examination from Borla, Bandi acknowledged that there was no signed purchase

order to extend Xia’s services beyond March 2012; however, he denied Borla’s assertion that

TekTree stopped paying Borla well before learning of her resignation from the company. Bandi also

insisted that although no direct relationship existed, Lincoln National was an indirect client of

TekTree through Panzier.

5 See Joint Ex. 2. 6 Bandi acknowledged that Xia lived in North Carolina at the time of the contract’s signing, and that she moved to Michigan to complete training. However, Bandi also testified that Xia stayed in housing provided by TekTree. 7 The testimony of the parties differs on this point. Xia and Borla testified that Xia was not offered the position with Borla until three months later, when the founder and CEO of Borla, who was a personal friend of Xia, offered her a position within Borla’s marketing department. 8 As a term of employment, Borla offered to sponsor Xia for the purpose of obtaining the work visa. Borla’s

role was to merely serve as an intermediary in the transaction; Panzier, Lincoln National’s representative in the transaction, would pay TekTree for Xia’s services; TekTree would receive a percentage and send payment to Borla; Borla would pay that amount to Xia.

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TekTree, LLC v. Borla Performance Industries, Inc. and Rongya Xia, Counsel Stack Legal Research, https://law.counselstack.com/opinion/tektree-llc-v-borla-performance-industries-inc-and-delctcompl-2015.