Unitrode Corp. v. Linear Technology Corp.

11 Mass. L. Rptr. 145
CourtMassachusetts Superior Court
DecidedFebruary 17, 2000
DocketNo. 985983
StatusPublished
Cited by2 cases

This text of 11 Mass. L. Rptr. 145 (Unitrode Corp. v. Linear Technology Corp.) 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
Unitrode Corp. v. Linear Technology Corp., 11 Mass. L. Rptr. 145 (Mass. Ct. App. 2000).

Opinion

Botsford, J.

In the last four months of 1998, the defendant, Linear Technology Corporation (Linear) hired the seven individual defendants, all of whom had been employed as design engineers by the plaintiff, Unitrode Corporation (Unitrode). This action arises out of Linear’s hiring of the seven. In particular, Unitrode brings claims of tortious interference with advantageous business relationships against Linear (Count I); misappropriation of trade secrets and confidential information against all defendants (Count II); violation of G.L.c. 93A against Linear (Count 111); breach of contract against the individual defendants Bazinet, Loconto, Hack, Ziegler and Jordan (Count IV); and injunctive relief against all defendants (Count V).

All defendants have moved to dismiss the complaint. The individual defendants Loconto, Belch, Martin, Hack and Ziegler move to dismiss for lack of personal jurisdiction under Mass.R.Civ.P. 12(b)(2), and they also move, along with the defendants Bazinet and Jordan, to dismiss for failure to state a claim under Rule 12(b)(6). Linear has filed a separate motion to dismiss under Rule 12(b)(6). Unitrode opposes both motions.

BACKGROUND

Unitrode’s first amended complaint alleges the facts summarized below, all of which are taken as true for purposes of considering the Rule 12(b)(6) motions. Also summarized here are the jurisdictional facts set out in affidavits filed by the five individual defendants who are moving to dismiss for lack of personal jurisdiction.

Unitrode is a Maryland corporation with a principal place of business in Merrimack, New Hampshire. Linear is a California corporation with a principal place of business in Milpitas, California. Linear has a place of business in Burlington, Massachusetts, and in Bedford, New Hampshire. Unitrode and Linear both design, manufacture, market and sell high performance linear integrated circuits that are used in a variety of applications in electronic data processing and computers. The two companies are direct competitors.

All seven individual defendants worked for Unitrode before April 24, 1998 as design engineers for integrated circuits. At that time, Unitrode employed 19 designers, including the seven defendants, at its main facility in Merrimack, New Hampshire. At Unitrode, Bazinet and Jordan both acted as design team leaders with supervisory responsibility over other designers. The remaining five individual defendants worked together in design teams at Unitrode. Bazinet designed the Unitrode products, UC 1874 and UC 1582, and Jordan designed the Unitrode product, UCC 39421.

On April 24, 1998, Bazinet left Unitrode and went to work at CP Clare Corporation (CP Clare). On June 2, 1998 Jordan left Unitrode and followed Bazinet to CP Clare. At the end of September or early in October of 1998, both Bazinet and Jordan left CP Clare and went to work for Linear at its Burlington, Massachusetts facility. After contact with Bazinet or Jordan, or both, in November 1998, Martin, Loconto and Belch all left Unitrode to work for Linear. Ziegler and Hack left Unitrode in December 1998 to work for Linear. By that December, all seven former Unitrode employees were working for Linear at its new satellite facility in Bedford, New Hampshire.2

In June 1997, Linear filed a patent suit in California against Unitrode and others, alleging infringement of a patent held by Linear. This patent litigation implicates certain products (UC 1874 and UC 1582; UCC 39421) that were designed respectively by Bazinet and Jordan. From January 1997 through the spring of 1998, as leaders of the design teams for the products involved in the California patent suit, Bazinet and Jordan participated in privileged discussions with lawyers for Unitrode who were working on the case. On September 1, 1998 (after Bazinet and Jordan had left Unitrode for C.P. Clare), Unitrode’s outside counsel told Bazinet and Jordan that they would be designated as Rule 30(b)(6) witnesses for Unitrode in the litigation. Bazinet and Jordan initially expressed no reservations regarding the designation, but on September 30, 1998, Bazinet informed Unitrode’s counsel that he and Jordan could no longer participate in the litigation. By this date, Bazinet and Jordan had been [146]*146offered jobs at Linear. Unitrode alleges that Linear hired Bazinet and Jordan in order to undermine Unitrode’s ability effectively to defend against the patent litigation, which is crucial to Unitrode’s ability to compete in the market for linear/analog integrated circuits for small, low power, electronic devices.

All of the seven defendants, because of their roles in product design, had access to confidential information and trade secrets of Unitrode to varying extent. This information ranged from marketing and pricing to product design and strategy. It included Unitrode operations, production capabilities and client base. The defendants often worked on Unitrode projects at home, with approval from Unitrode. When they left Unitrode’s employment, Bazinet, Loconto and Jordan retained Unitrode documents such as notes from meetings about marketing, schematic drawings, and notes on design. While at C.P. Clare, Bazinet solicited information by e-mail from Jordan (who was still at Unitrode), about new products and about a Unitrode product called “Hot Swap.” Jordan destroyed documents in his possession upon hearing that he was a defendant in this suit.

Loconto, Belch, Martin, Hack and Ziegler are all residents of New Hampshire, and have been at all times relevant to this action. None of the five has ever lived in Massachusetts or worked in Massachusetts, and none has any business contacts with the Commonwealth. When employed by Unitrode, these five defendants all worked at Unitrode’s facility in Merrimack, New Hampshire, and, as indicated above, since being employed by Linear, they have only worked at Linear’s facility in Bedford, New Hampshire. Each of the five defendants visited Linear’s facility in Burlington, Massachusetts on one occasion during the course of applying to Linear but before Linear formally interviewed them or hired them. The purpose of each defendant’s visit was to speak with Bazinet and other Linear employees. However, each of the five actually interviewed for a position with Linear either in New Hampshire or in California. Specifically, Loconto filled out his employment application for Linear in New Hampshire, and interviewed for his position with Bob Dobkin in New Hampshire. The same is true of Belch, Martin and Hack. Ziegler filled out an employment application on the Linear website, and actually interviewed in California for a position with the company.

DISCUSSION

1. Motion to Dismiss Under Mass.R.Civ.P. 12(b)(2).

When confronted with a motion to dismiss under Mass.R.Civ.P. 12(b)(2), the plaintiff bears “the burden of establishing the facts upon which the question of personal jurisdiction over the defendant is to be determined.” Nicholas Assoc., Inc. v. Starr, 4 Mass.App.Ct. 91, 93 (1976). See Droukas v. Divers Training Academy,Inc., 375 Mass. 149, 151 (1978). The facts of each controversy determine whether personal jurisdiction can be maintained over foreign defendants. Good Hope Indus., Inc. v. Ryder Scott Co., 378 Mass. 1, 2-3 (1979). When the defendant is a nonresident, the court must determine (1) whether jurisdiction is authorized under the state’s longarm statute, G.L.c. 223A, §3, and (2) whether the exercise of such jurisdiction comports with the due process requirements of the United States Constitution. Id., at 5-6; Tatro v. Manor Care, Inc.,

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