United States District Court, D. New Mexico
MEMORANDUM OPINION AND ORDER
MATTER is before the Court on Defendant's Motion to
Dismiss the Complaint or, in the Alternative, Transfer this
Action to the District of New Jersey. ECF No. 5. In this
Motion, Defendant contends that Plaintiff's claims for
breach of contract, breach of implied covenant of good faith
and fair dealing, and prima facie tort should be dismissed
under Fed.R.Civ.P. 12(b)(6). Defendant further contends that
in the event that Plaintiff's complaint is not dismissed
in its entirety, this Court should transfer the case to the
United States District Court for the District of New Jersey.
Because the Court agrees with Defendant that the present
lawsuit should be transferred to the District of New Jersey,
the Court GRANTS Defendant's Motion to the extent it
requests that relief. The Court will not consider
Defendant's remaining arguments.
Nambe alleges that it is a family-owned company headquartered
in Santa Fe, New Mexico, which produces a variety of
houseware products. ECF No. 1-1 at 1. In 2014, Nambe entered
into preliminary negotiations with Defendant Lenox regarding
a potential business relationship between the companies. ECF
No. 1-1 at 2. Nambe alleges that in order to facilitate
negotiations between the parties, Nambe agreed to disclose
information regarding its organization and business
activities in New Mexico, retail sales, and future
projections. ECF No. 1-1 at 4. Due to the nature of these
disclosures, Nambe proposed that the parties enter into a
confidentiality agreement to protect others from learning of
the potential transaction. ECF No. 1-1 at 2-3. Nambe alleges
that its intention in keeping this information confidential
was to protect its reputation with customers and maintain the
confidence of its employees. ECF No. 1-1 at 3-4. More
specifically, Nambe alleges that it wished to protect its
reputation in the industry as a “unique, family owned
business” and ensure that employees would not become
concerned about the stability of their employment which could
compromise their productivity. ECF No. 1-1 at 4.
February 2014, the parties executed the confidentiality
agreement. ECF No. 1-1 at 3. In relevant part, the agreement
The Confidential Information will be used solely for the
purpose of evaluating the Possible Transaction by [Lenox]
and, unless and until the Possible Transaction has been
consummated, [Lenox] shall exercise all reasonable
precautions to safeguard the confidentiality of the
Confidential Information it has received. Moreover, the fact
that NAMBE is considering the Possible Transaction is
ECF No. 1-1 at 3.
to allegations in a lawsuit subsequently filed by Lenox in
New Jersey, in August 2014, Nambe alerted Lenox that it was
taking itself off the market in order to improve its value
and re-market itself at a later date. ECF No. 6-1 at 10.
Lenox alleged, however, that less than two weeks after Nambe
decided not to further pursue the transaction, its Chief
Legal Officer, William Robedee, who had represented Lenox
during negotiations with Nambe, resigned from his position
with Lenox to become the President and Chief Executive
Officer of Nambe. ECF No. 6-1. Lenox further alleged that
Robedee hired Louis Scala, a former employee of Lenox, to
join him at Nambe. ECF No. 6-1. Lenox alleged that within
days of the failed negotiations between Nambe and Lenox,
while Robedee was still acting as Lenox's Chief Legal
Officer, he personally recommended that Scala's
separation agreement with Lenox not include a non-compete
clause, thereby permitting Robedee to hire Scala once he
became the CEO of Nambe. ECF No. 6-1.
Lenox filed suit in New Jersey against Robedee and Scala,
Nambe brought the present suit in New Mexico against Lenox
alleging that statements in Lenox's New Jersey complaint
violated the confidentiality agreement. ECF No. 1-1.
Specifically, Nambe highlights three allegations by Lenox in
its complaint that Nambe contends violated the
confidentiality agreement. First, Lenox alleged:
In or about February 2014, a financial and business advisor
of Nambe, proposed that Lenox and Nambe enter into a
Confidentiality Agreement pertaining to information to be
submitted to Lenox for the purpose of evaluating a proposed
acquisition of Nambe by Lenox.
ECF Nos. 1-1 at 5; 6-1. Second, Lenox alleged that:
On August 5, 2014, a meeting was held in New York City among
Nambe's representatives and [Lenox's CEO] and Robedee
to discuss a possible transaction[.]
ECF No. 1-1 at 5; 6-1. Third Lenox alleged that:
On August 25, 2014, less than two weeks after Robedee's
request for all confidential information on Nambe,
[Lenox's CEO] received an email from Nambe stating that
its owners had decided to take the business off the market to
improve its value and re-market it in a few years.
ECF No. 1-1 at 5; 6-1. Nambe alleges that as a result of
Lenox's inclusion of this information in its complaint,
Nambe was forced to expend significant time and effort
repairing its relationships with its customers and employees.
ECF No. 1-1.
further alleges that Lennox continued to engage in public
actions directed toward harming Nambe's reputation after
filing its lawsuit and disclosing information regarding the
possible acquisition. ECF No. 1-1 at 6. Nambe alleges that in
March 2015, while Nambe representatives, including Robedee
and Scala, were attending the International Housewares
Association trade show, Lenox utilized a process server
“dressed in quasi-police like uniform” to serve
Robedee and Scala at Nambe's booth. ECF No. 1-1 at 6-8.
Nambe alleges that the process server “slammed”
the summons and complaint on Nambe's table and stated
“[y]ou have been served” in earshot of Nambe
customers and potential customers. ECF No. 1-1 at 8. Nambe
alleges that before Robedee was served at the trade show, his
spouse had previously accepted service ...