Renasant Bank v. Northpointe Bank

          ORDER

          RAYMOND P. MOORE UNITED STATES DISTRICT JUDGE

         This 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' motion.

         I. LEGAL STANDARD

         Summary 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).

         II. BACKGROUND

         The 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.

         In 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).

         In 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.

         In 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 agreements.

         With 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.

         III. DISCUSSION

         The 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.^[1] 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 ...