United States District Court, M.D. Tennessee, Nashville Division
Joseph C. Longway, d/b/a Longway Broadband SERVICES, Plaintiff,
THE SANBORN MAP COMPANY, APPLIED GEOGRAPHICS, INC., Defendants.
REPORT AND RECOMMENDATION
E. CLIFTON KNOWLES, Magistrate Judge.
This matter is before the Court upon Defendant Applied Geographics, Inc.'s ("App Geo" or "Defendant") Motion to Dismiss. Docket No. 103. Defendant has contemporaneously filed a supporting Memorandum of Law with Exhibits. Docket No. 104. Defendant argues that the instant action "arises from the same set of underlying facts as a previously concluded lawsuit, and [Plaintiff's] claims are identical to the claims he asserted and lost in the previous lawsuit, " such that Plaintiff's claims are barred by the doctrines of res judicata and collateral estoppel. Id. Defendant also argues that Plaintiff's allegations "otherwise fail to state a claim" upon which relief can be granted. Id.
Plaintiff originally filed this action against The Sanborn Map Co. ("Sanborn"), Applied Geographics, Inc. ("App Geo"), and SM Baldwin Consulting ("SMB"), in the Circuit Court for Wilson County, Tennessee. Docket No. 1-1. A brief explanation of the allegations/responses in the previous lawsuit, which was filed in Colorado, and the relationship between Plaintiff, App Geo, and Sanborn will be helpful to an understanding of this action.
Sanborn submitted bids to receive government contracts for broadband mapping services in several states. When preparing bids for Indiana, Montana, and Nebraska, Sanborn entered into negotiations with Plaintiff about possibly working together, should Sanborn be awarded those contracts. As part of those negotiations, Sanborn and Plaintiff entered into a Confidentiality Agreement. Sanborn was not awarded the contracts for Indiana, Montana, or Nebraska, and did not receive subcontract work from the winning bidders in those states. Accordingly, Sanborn did not enter into any agreement with Plaintiff.
Sanborn subsequently submitted bids in response to various requests for proposals from approximately seventeen states. App Geo participated in some of those bids, but had no independent dealings or agreements with Plaintiff. Sanborn received contracts from Georgia and Oklahoma, but was not the successful bidder on any other state. Sanborn was, however, hired by other successful bidders to do subcontractor work on the broadband mapping projects in Oregon, Connecticut, and Florida.
Sanborn filed a declaratory judgment action in Colorado, seeking adjudication of its rights relative to Plaintiff with respect to bids in various states. Plaintiff counterclaimed against Sanborn, alleging "violation of the Tennessee Consumer Protection Act 47.19.109, violation(s) of NDA, production of proprietary material without consent, trade secret violation(s), slander, and failure to make any or prompt payment, " as well as "Promissory Estoppel agreement and Quasi-contract."
While the Colorado action was pending, Plaintiff filed the instant case in Wilson County. Defendants subsequently removed it to this Court. Docket No. 1. Approximately one month later, Defendants filed Motions to Stay, or alternatively, to Dismiss (Docket Nos. 12, 14, 17), based on the "prior-filed, parallel case" pending in state court in Colorado. Judge Trauger subsequently entered an Order noting that the Motions to Stay filed by all three Defendants were not opposed by Plaintiff, and they were granted. Docket No. 41. Defendant SMB was subsequently dismissed from this action for lack of personal jurisdiction. Docket No. 45. Thereafter, Plaintiff's counsel were permitted to withdraw. Docket Nos. 48, 49, 50, 51.
While the instant action was stayed in this Court, the Colorado Lawsuit proceeded to trial on March 31, 2011. On April 8, 2011, the Colorado court entered an order and judgment in favor of Sanborn and against Longway, as to each of Longway's counterclaims and as to Sanborn's request for declaratory judgment. Longway appealed parts of the ruling in the Colorado Lawsuit and, on January 3, 2013, the Colorado Court of Appeals affirmed the judgment of the lower court. Docket No. 57-1. The Mandate from the Colorado Court of Appeals was issued on February 28, 2013. Docket No. 57-2.
The stay of the instant action was lifted on March 27, 2013. Docket No. 70. On May 24, 2013, Defendant Sanborn filed a Motion to Dismiss based on res judicata and collateral esoppel. Docket Nos. 80. That Motion was ultimately granted, and Sanborn was terminated as a party, leaving Applied Geographics, Inc., as the only remaining Defendant in this action. Docket No. 101. App Geo filed the instant Motion on November 13, 2013. Docket No. 103.
Plaintiff has filed a Response (Docket No. 112) and a sealed Supplemental Response (Docket No. 114). Plaintiff's Supplemental Response contains the terms of Plaintiff's confidential settlement agreement with now-former Defendant Sanborn. Docket No. 114. The settlement agreement does not apply directly to Defendant App Geo.
Plaintiff essentially argues that Defendant's Motion inappropriately relates to his original Complaint because any "pleadings and responses prior to the Amended Complaint (Docket No. 74) are mute [ sic ]." Docket No. 112. Plaintiff also maintains that Defendant should answer his Amended Complaint. Id. Plaintiff responds that res judicata does not protect App Geo because it was not a defendant in Colorado or Wilson County, and Plaintiff notes that App Geo "did not give any deposition and/or trial testimony in either [previous] action." Id., p. 5.
Plaintiff concedes that the previous Colorado and Tennessee cases are final with regard to (now-former Defendant) Sanborn, but argues that he is "not reintroducing settled issues  because App Geo was not a party to those issues." Id., p. 6. Plaintiff contends that he has introduced new claims with regard to App Geo that were not introduced in either of the previous Colorado and Tennessee actions. Id. Plaintiff concedes that this suit involves the same core of operative facts related to the interactions between Longway and Sanborn over the broadband mapping bids, but contends that "[t]his is only part of the issues raised by Longway in the Amended Complaint as it doesn't address App Geo using Longway's protected and confidential information and unjustly enriching themselves." Id.
Plaintiff also asserts that the claims for relief are not the same in the instant action as they were in the Colorado and Tennessee cases, as those cases did not "mention the use and distribution of Longway's work, company secrets, and trade secrets that were used in the administration of the action doing the work in the states App Geo was the Contractor." Id. Plaintiff contends that while "App Geo may have had an interest' in the case, " it "was not a party' to the Colorado or Tennessee case." Id. Plaintiff further contends that App Geo did not hire counsel to protect its interests in the prior cases. Id., p. 7.
Plaintiff additionally argues that his claims are not barred by the doctrine of collateral estoppel because "App Geo was not present, provided not [ sic ] testimony, and was not named a party in either action." Id. Plaintiff notes that App Geo has been named a party only in this action, thus, there has been no opportunity to litigate claims and allegations against App Geo, and no actions have yet been levied against App Geo. Id., p. 8. Plaintiff argues that "[a]ny attempt by App Geo to tie its self [ sic ] to litigation that were not related to App Geo should be looked on the by ...