United States District Court, W.D. Texas, Austin Division
SPARKS SENIOR UNITED STATES DISTRICT JUDGE.
REMEMBERED on this day the Court reviewed the file in the
above-styled cause, and specifically Plaintiff Raquel
Spathos's Motion for Summary Judgment [#115], Defendant
Smart Payment Plan, LLC (SPP)'s Response [#119-2] in
opposition, and Plaintiffs Reply [#123] thereto; SPP's
Motion for Summary Judgment [#117-2], Plaintiffs Response
[#120-1] in opposition, and SPP's Reply [#122-2] thereto;
and SPP's Motion to Exclude Testimony of Plaintiffs
Expert [#126-2].! Having reviewed the documents,
the governing law, and the file as a whole, the Court now
enters the following opinion and orders.
primarily a breach of contract case. SPP offers bill payment
plan services to car dealerships. The bill payment plan
services allow a car dealership's customers to complete
car loan payments quickly and easily and offer customers the
flexibility to set when those payments are made. SPP uses
sales agents to sell its services to car dealerships and, in
return, the agents earn commissions. Plaintiff formerly
worked as one of SPP's sales agents.
parties also filed several motions to seal in connection with
the pending substantive motions. The Court grants the
parties' motions to seal as a matter of course.
Additionally, as the Court was drafting this order, Plaintiff
filed a motion for leave to file an answer to SPP's
counterclaims. See Mot. Leave File Answer [#128].
This motion is not yet ripe and the Court declines to rule on
it at this time.
The Agreement and Termination
February 2009, Plaintiff and SPP signed a contract
memorializing the specifics of their relationship.
See Pl's Mot. Summ. J. App. [#116-3] Ex. C (the
Agreement). Under the Agreement, SPP engaged Plaintiff to
"distribut[e] the Half Payment Plan" and Plaintiff
agreed to distribute the plan for five years in exchange for
commissions. Id. at 1 The Agreement specified that
"[a]ll dealers that [Plaintiff] brings to SPP shall
remain [Plaintiff]'s accounts and all agreed upon
commissions generated by those dealers shall be paid to
[Plaintiff] for the duration that the dealers are involved
with the program." Id.
section titled "Confidentiality, " Plaintiff agreed
she would not "directly or indirectly" disclose any
of SPP's confidential information or use such information
"in any manner either during the term of this Agreement
or at any time thereafter, except as required in the course
of distributing the plan." Id. Furthermore, in
a section titled "Exclusive Provider, " Plaintiff
agreed to "not distribute any competing payment plans
for the duration of this contract." Id. at 2.
February 2014, Plaintiff incorporated Paywise Payment Plans,
LLC (Paywise) in Delaware and registered the new organization
in New York, New Jersey, Florida, Connecticut, Michigan, and
Texas. Pl's Mot. Summ. J. [#115] at 3. In March 2014,
Plaintiff and Michael DePetrillo, who formerly developed and
implemented software for SPP, began exploring business
opportunities together. Id.
September 2015, SPP terminated its relationship with
Plaintiff and ceased paying Plaintiff commissions after it
learned Plaintiff created Paywise. Def.'s Mot. Summ. J.
[#117] at 5. Plaintiff claims she did not conduct any
business through Paywise and never received any income from
Paywise. Pl's Mot. Summ. J. [#115] at 3. After the
Agreement was terminated, Plaintiff was hired by and now
works for U.S. Equity Advantage (USEA). Id. at 4.
USEA offers similar bill payment plan services as SPP through
its Auto Pay Plus System. Id.
filed this action in New Jersey state court on November 4,
2015, requesting a preliminary injunction and damages for
breach of contract, unjust enrichment, tortious interference
with business relations, and conversion. Removal Notice
[#1-2] Ex. A (Compl.) at ¶¶ 29-63. Shortly
thereafter, SPP removed this case to United State District
Court for the District of New Jersey. See Removal Notice [#1]
at 1. The Honorable Judge Shipp denied Plaintiffs request for
a preliminary injunction and later transferred the case to
this Court. See Order of Nov. 17, 2015 [#11]; Order of July
21, 2016 [#30].
then counterclaimed against Plaintiff for breach of contract,
misappropriation of trade secrets, unfair competition, breach
of fiduciary duty, fraud, fraudulent inducement, promissory
estoppel, and unjust enrichment. Am. Countercl. [#55]
¶¶ 23-112. SPP also requested its own preliminary
injunction. Mot. Prelim. Inj. [#49]. This Court denied
SPP's preliminary injunction request, finding SPP failed
to show a threat of substantial injury. Order of Oct. 28,
discovery closed, SPP moved to amend its answer to add two
affirmative defenses in response to Plaintiffs belated
disclosure of alleged oral agreements between SPP and herself
at her deposition. Mot. Leave [#108]. The Court ruled
Plaintiff could not rely on oral agreements or promises
disclosed for the first time during her deposition ...