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Sightpath Medical, LLC v. Kohler

United States District Court, D. Minnesota

March 3, 2017

Sightpath Medical, LLC, Plaintiff,
v.
Benjamin Kohler, Defendant.

          Patrick R. Martin and Stephanie J. Willing, Ogletree, Deakins, Nash, Smoak & Stewart, P.C., and Rodney A. Harrison, Ogletree, Deakins, Nash, Smoak & Stewart, P.C., (for Plaintiff);

          Patrick D. Boyle, (for Defendant).

          REPORT AND RECOMMENDATION

          TONY N. LEUNG, UNITED STATES MAGISTRATE JUDGE

         This matter is before the Court, United States Magistrate Judge Tony N. Leung, on Plaintiff's Motion for Temporary Restraining Order and/or Preliminary Injunction, (ECF No. 8), and Defendant's Motion to Dismiss or to Transfer Pursuant to Fed.R.Civ.P. 12(b)(2) and 28 U.S.C. § 1406(a), (ECF No. 28). These motions have been referred to the undersigned magistrate judge for a report and recommendation to the Honorable Michael J. Davis, United States District Judge for the District of Minnesota, pursuant to 28 U.S.C. § 636 and Local Rule 72.1. (ECF Nos. 12, 31). Following a hearing, the parties filed a Stipulated Permanent Consent Injunction, Order, and Judgment. (ECF No. 40). Based on all the files, records, and proceedings herein, and for the reasons set forth below, this Court recommends that Defendant's motion to dismiss be denied and the parties' stipulation be approved.

         I. PROCEDURAL BACKGROUND

         Plaintiff Sightpath Medical, LLC (“Sightpath”) filed suit on January 20, 2017, alleging a breach of contract claim against Defendant Benjamin Kohler (“Kohler”). In short, Sightpath asserts Kohler has failed to abide by the terms of a non-competition, non-solicitation, and non-disclosure agreement by working for Carl Zeiss Meditec, Inc. (“Zeiss”). On February 2, 2017, Sightpath moved for a temporary restraining order or preliminary injunction against Kohler prohibiting him from working for Zeiss. Kohler opposes Sightpath's motion, and also filed a motion seeking to dismiss or transfer this action on improper venue grounds. The parties have submitted memoranda supporting their arguments and the Court held a hearing on February 28, 2017. (ECF No. 39). The parties then agreed to a resolution of this proceeding. (ECF No. 40).

         II. FACTUAL BACKROUND

         A. Sightpath and its Confidential Information

         Sightpath is a Minnesota company that provides mobile ophthalmic equipment to healthcare facilities and ophthalmic surgeons. (Decl. of Dan Robins, ¶¶ 2-4, ECF No. 13; Compl. ¶ 5, ECF No. 1). This equipment uses lasers by which doctors perform cataract and refractive surgeries. (Robins Decl. ¶ 3; Compl. ¶ 6). Sightpath does not manufacture the equipment it provides, but instead purchases it from manufacturers such as Advanced Medical Optics and Alcon LenSx, Inc. (Robins Decl. ¶ 6; Aff. of Benjamin Kohler in Opp. to TRO Mot. ¶¶ 3-4 (hereinafter “Kohler TRO Aff.”), ECF No. 22; Compl. ¶ 10). Sightpath conducts business “throughout the United States.” (Robins Decl. ¶ 5). Along with the surgery equipment, Sightpath provides supplies as well as personnel who assist the surgeons during the procedure. (Robins Decl. ¶¶ 4, 7-10; Compl. ¶¶ 7-8).

         Sightpath competes with other mobile equipment providers, such as Vantage, Xygent, and Fortec. (Robins Decl. ¶ 13; Kohler TRO Aff. ¶ 7; Compl. ¶ 11). Sightpath asserts that it also competes with manufacturers of equipment, such as Advanced Medical Optics, Alcon LenSx, and Zeiss, because it needs to “persuade” its customers “to continue to contract with [Sightpath] for mobile ophthalmic solutions . . . as opposed to purchasing laser equipment directly” from manufacturers. (Robins Decl. ¶¶ 13-15; Decl. of Dan Decker Concerning TRO ¶ 10 (hereinafter “Decker TRO Decl.”), ECF No. 38; see Kohler TRO Aff. ¶¶ 5-6, 27; Compl. ¶¶ 11-13). As Sightpath asserts:

Although their delivery models differ, Sightpath and Zeiss are directly competing for the same customers. A smaller customer might decide to purchase instead of lease a laser, and a larger customer might decide to lease instead of purchase a laser. If a potential customer decides to lease a laser from Sightpath, then it has no need to buy a similar laser from Zeiss. Similarly, if a potential customer decides to buy a laser from Zeiss, then it has no need to lease a similar laser from Sightpath.

(Decker TRO Decl. ¶ 10).

         Sightpath “has developed confidential and propriety technology, as well as confidential standard operating procedures and practices, that enable the [Laser] Engineers and [Certified] Surgical Technicians to safely transport, install, and operate this complex equipment so that ophthalmic surgeons can perform cataract and refractive surgeries at multiple locations.” (Robins Decl. ¶ 12; Compl. ¶ 14). Sightpath

has developed and/or acquired and maintained certain confidential, proprietary, and trade secret information regarding its business, operating procedures / processes, and customers including, but not limited to . . . surgeon lists along with their affiliated hospital contact information; booked and completed procedures by surgeon and/or hospital; surgeon and facility fee schedules, including discounts; business and financial records, including vendor and supply pricing; procedures and protocols, including standard operating procedures for the installation, calibration, validation, operation, de-installation, and transportation of equipment, as well as treatment planning protocols and medical device reporting procedures; training and educational materials; continuing education programs and information for surgeons; quality assurance and patient services program materials; marketing plans; and network development programs.

(Robins Decl. ¶ 16; Compl. ¶ 14).

         B. Kohler's Employment

         Kohler[1] began working for Sightpath as a Laser Engineer in March 2007, based out of Tennessee. (Robins Decl. ¶ 22; Kohler TRO Aff. ¶ 9; Aff. of Benjamin Kohler in Supp. of Mot. to Dismiss ¶ 5 (hereinafter “Kohler Venue Aff.”), ECF No. 24; Compl. ¶ 20). When he was hired, Kohler signed a Confidentiality, Non-Competition and Equipment Agreement with TLC Vision (USA) Corporation, Sightpath's parent company. (Robins Decl. ¶ 23, Ex. A; Compl. ¶ 20, Ex. A). On September 1, 2011, Kohler was promoted to Senior Laser Engineer, receiving an $8, 000 raise. (Robins Decl. ¶¶ 24- 25; Kohler TRO Aff. ¶¶ 9-10; Compl. ¶ 21). In these engineer roles, Kohler transported, installed, and de-installed lasers at surgery sites, including calibrating and programming the lasers, as well as assisting the surgeon with the operation of the laser during surgeries. (Robins Decl. ¶ 26; Kohler TRO Aff. ¶¶ 9-10; Compl. ¶ 21).

         On July 1, 2013, Kohler was promoted to New Technology Implementation Specialist, receiving a $10, 000 raise. (Robins Decl. ¶¶ 27-28; Kohler TRO Aff. ¶ 11; see Decker TRO Decl. ¶ 3; Compl. ¶ 22). Kohler continued his previous engineer duties, but also established Sightpath's training program, trained new engineers, established a quality assurance program, and developed protocols and standard operating procedures which Sightpath deems confidential. (Robins Decl. ¶ 29; Kohler TRO Aff. ¶ 12; Compl. ¶ 22). Kohler also executed a new Confidentiality, Non-Competition and Equipment Agreement with Sightpath. (Robins Decl. ¶ 30, Ex. B; Decker TRO Decl. ¶¶ 2-4; Compl. ¶ 23, Ex. B). On March 16, 2015, Kohler was promoted to Mobile Operations Manager, receiving a $7, 749.84 raise. (Robins Decl. ¶¶ 31-32; Compl. ¶ 27). Kohler continued with all his previous duties, but also supervised the engineers in his territory and trained engineers. (Robins Decl. ¶ 33; Kohler Venue Aff. ¶ 6; Compl. ¶ 28).

         The Confidentiality, Non-Competition and Equipment Agreement (hereinafter “Confidentiality Agreement”) ...


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