United States District Court, D. Colorado
RAYMOND P. MOORE UNITED STATES DISTRICT JUDGE
matter is before the Court on two motions for summary
judgment: one from Defendant Northpointe Bank (ECF No. 61)
and one from the individual Defendants, Todd Crane and Robert
Sylvia (ECF No. 62). Both motions hinge on whether
Plaintiff's claims against Defendants are barred by
settlement and mutual release agreements executed by
Plaintiff and the individual Defendants. For the reasons
given below, the Court concludes that the release agreements
do not bar the claims against Defendant Northpointe Bank but
do bar the claims against the individual Defendants.
Accordingly, the Court denies Defendant Northpointe
Bank's motion and grants the individual Defendants'
judgment is appropriate only if there is no genuine dispute
of material fact and the moving party is entitled to judgment
as a matter of law. Fed.R.Civ.P. 56(a); Celotex Corp. v.
Catrett, 477 U.S. 317, 322 (1986); Gutteridge v.
Oklahoma, 878 F.3d 1233, 1238 (10th Cir. 2018). Whether
there is a genuine dispute as to a material fact depends upon
whether the evidence presents a sufficient disagreement to
require submission to a jury or is so one-sided that one
party must prevail as a matter of law. Anderson v.
Liberty Lobby, Inc., 477 U.S. 242, 251-52 (1986);
Stone v. Autoliv ASP, Inc., 210 F.3d 1132, 1136
(10th Cir. 2000).
individual Defendants began working as branch managers for
Plaintiff's predecessor bank in February 2014, and they
both signed employment agreements setting forth their
responsibilities and duties as employees. The employment
agreements included provisions requiring them to preserve the
secrecy of their employer's confidential information and
not to use such information to solicit their employer's
prospective or existing clients for a period of one year
after the termination of their employment. The individual
Defendants kept their positions when Plaintiff acquired the
predecessor bank in July 2015.
April and June 2016, the individual Defendants left their
positions and began working as regional vice presidents for
Defendant Northpointe Bank, a competitor of Plaintiff's.
Plaintiff alleges that the individual Defendants violated
various provisions of their employment agreements and
committed other violations by improperly sharing its
confidential information and by secretly recruiting its
former employees to work for Defendant Northpointe Bank.
Plaintiff further alleges that it “did not learn of
Defendants' wrongful and tortious actions . . . until
much later” (ECF No. 1 at ¶ 65) and that Defendant
Northpointe Bank “ultimately hired most, if not all, of
[its] Colorado employees” (Id. at ¶ 58).
November 2016, Plaintiff and the individual Defendants
executed identical release agreements. (ECF Nos. 20-1, 20-2.)
Plaintiff agreed to make settlement payments of $150, 000 to
each individual Defendant, and the parties mutually agreed to
release all claims arising out of or in any way related to
the “Work” and “Remaining Work” under
the employment agreements. Pursuant to the recitals portion
of the release agreements, the “Work” refers to
the individual Defendants' responsibilities and duties as
set forth in the employment agreements, and the
“Remaining Work” refers to residential mortgage
applications that had been started but were not yet completed
when the individual Defendants stopped working for Plaintiff.
(Id.) Because Plaintiff's release is at the
heart of this dispute, the Court quotes verbatim the release
provision in Defendant Sylvia's agreement:
Upon Renasant's payment of the Settlement Payment set
forth above, Renasant hereby agrees, on its own behalf and on
behalf of its respective officers, directors, predecessors,
affiliates, successors and assigns, that (i) any and all
claims, actions, demand, rights, damages and liabilities such
party may now have or have had against Sylvia arising out of
or in any way related to the Remaining Work under the
Contract is settled in full; and (ii) Sylvia and his
respective heirs, predecessors, affiliates, successors and
assigns are completely released and forever discharged from
any and all such claims, known or unknown under applicable
state and/or federal law, which Renasant may now or in the
future have against Sylvia, and his respective heirs,
predecessors, affiliates, successors and assigns arising out
of or in any way related to the Work or the Remaining Work
under the Contract including, without limitation, claims for
expenses or overpayment of compensation.
(ECF No. 20-1 at ¶ 4.) The release agreements also
contain integration clauses and attorney fees provisions.
April 2018, Plaintiff filed a complaint against Defendants,
alleging claims for (1) breach of contract (against the
individual Defendants); (2) breach of the duty of loyalty
(against the individual Defendants); (3) aiding and abetting
breach of the duty of loyalty (against Defendant Northpointe
Bank); (4) tortious interference with the employment
agreements (against Defendant Northpointe Bank); (5) employee
raiding (against all Defendants); (6) civil theft (against
all Defendants); and (7) civil conspiracy (against all
Defendants). The complaint does not mention the release
their answers, Defendant Northpointe Bank and the individual
Defendants alleged counterclaims for declaratory judgment,
asserting that Plaintiff's claims are barred by the
release agreements. (ECF Nos. 18, 20.) Defendants also filed
motions for leave to file motions for judgment on the
pleadings while preserving the right to file motions for
summary judgment. (ECF Nos. 19, 21.) Plaintiff replied to the
counterclaims and motions for leave. (ECF Nos. 32, 38, 39.)
The Court granted in part Defendants' motions for leave,
allowing Defendants to file initial dispositive motions under
Fed.R.Civ.P. 56 on or before October 15, 2018, and, if
necessary, to file a second round of dispositive motions to
address factual disputes. (ECF No. 60.) Defendants filed
their initial motions, Plaintiff has responded, and the
matter is ripe for a determination by the Court. Defendants
contend that Plaintiff's claims are barred by the release
agreements. Defendant Northpointe Bank contends that even
though it is not a signatory to the release agreements, it
can take advantage of the agreements because it is an
affiliate of the individual Defendants.
release agreements provide that they are governed by Georgia
law, and both sides rely, for the most part, on Georgia law.
The Court also applies Georgia law. Under Georgia law, courts
follow a three-step process for examining contracts. See
Begner v. U.S., 428 F.3d 998, 1005 (11th Cir. 2005).
First, if the contract language is clear and unambiguous,
“the court simply enforces the contract according to
its clear terms.” Id. (quotation omitted).
Second, “if the contract is ambiguous in some respect,
the court must apply the rules of contract construction to
resolve the ...