Skillstorm, Inc. v. Electronic Data Systems, LLC et al, No. 1:2009cv00290 - Document 54 (E.D. Va. 2009)
Court Description: MEMORANDUM OPINION in re Defendant Electronic Data Systems, LLC's Motion to Dismiss 32 and Defendant Ingenium Corporation's Motion to Dimiss 35 . Signed by District Judge Gerald Bruce Lee on 10/9/09. (tche)
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IN THE FOR THE UNITED STATES DISTRICT COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION Skillstorm, Inc., d/b/a SGIS, ) Plaintiff, ) V. ) Electronic Data Systems , LLC Cc Case No. 1:09cv290(GBL) ) ) and Ingenium Corporation, ) Defendants. ) MEMORANDUM OPINION THIS MATTER is before Systems, the Court on Defendant Electronic Data LLC's Motion to Dismiss (Dkt. No. Ingenium Corporation's Motion to Dismiss case concerns Plaintiff Skillstorm Inc.'s 32) (Dkt. and Defendant No. claims 35). This that Defendants conspired to remove Skillstorm from a government contract while at the same time soliciting Skillstorm personnel. issues before the Court. There are four The first issue is whether intentional interference with contractual relations is sufficiently pled where Skillstorm alleges that Defendants intentionally terminated at-will purchase orders and solicited Skillstorm personnel. The second issue is whether Skillstorm sufficiently states a conspiracy claim where the unlawful conduct alleged includes termination of at-will contracts and solicitation of personnel working pursuant to purchase orders that do not contain no- solicitation clauses. The third issue is whether defamation is sufficiently pled where Skillstorm's allegations information and belief. contract The fourth issue are based on is whether breach of is properly pled where Skillstorm alleges Defendants violated an implied duty of that fair dealing when they terminated at-will purchase orders. The Court grants Defendants' Motions to Dismiss. Court holds that the relations claims tortious fail because The interference with contractual Skillstorm pleads neither intentional interference through improper methods nor damages. Second, the Court holds conspiracy claims are complained of is that the common law and statutory insufficiently pled because the conduct allowed under the purchase orders and is therefore not unlawful. Third, the Court holds that the defamation claim lacks factual support as required under Iqbal and Twombly. Fourth, contract claims the Court holds that Skillstorm's breach of fail because there is no implied duty of fair dealing where the purchase orders unambiguously provide for termination at will. I. Skillstorm is a government information technology, the contractor engineering, federal government. ("EDS") BACKGROUND that provides and intelligence services to Defendant Electronic Data Systems is the prime contractor on a contract with the Navy's Space Warfare Systems Command to administer and support and Marine Corps Intranet Corporation the NMCI {"Ingenium") ("NMCI") . Defendant the Navy Ingenium is a first-tier subcontractor to EDS on contract. Skillstorm supports EDS on the NMCI contract by providing personnel to meet contract requirements. From 2005 until May 2008, to EDS on the NMCI Skillstorm provided direct support contract. In May 2008, Skillstorm discovered work by working through a small providing direct support subcontractor it could gain more instead of to EDS because of small business subcontracting quotas associated with the NMCI contract. Skillstorm subsequently engaged Ingenium as a small business subcontractor. Some of Skillstorm's work on the NMCI contract was pursuant to purchase orders it had directly with EDS, while other purchase orders were through Ingenium. Both the purchase orders with EDS and those through Ingenium contained the following provision: [EDS/Ingenium] may terminate this Purchase Order, or any portion thereof, for any reason without penalty upon written notice to Subcontractor; provided however, that upon such termination [EDS/Ingenium] will pay for Services rendered by Subcontractor to the date of termination. (V. Compl. UH 59-60.) The purchase orders did not contain no- solicitation clauses. In September 2007, Randal Craig, project. Skillstorm sent one of to a government Mr. site to work on a non-classified Although the project lasted less than three days, during his time on the project Mr. numbers and attempted to sell Mr. its personnel, Craig was Craig stole social security them to an undercover FBI agent. later convicted for his Following the incident with Mr. investigator questioned Skillstorm as for Skillstorm. crimes. Craig, EDS and a Navy to whether Mr. Craig worked Skillstorm checked its payroll records and found no evidence that it had ever employed Mr. EDS and the investigator. recruiter told the Later, Craig and so informed however, a former Skillstorm investigator that he remembered recruiting Mr. Craig and placing him on the project in question. In 2009, Skillstorm conducted a more thorough internal investigation and discovered that that Mr. it had in fact employed Mr. Craig, but realized Craig had never completed his start-up paperwork and was therefore never entered into Skillstorm's payroll and human resources systems. Craig to EDS Skillstorm then realized that it had sent Mr. to begin work without ever having performed a background check on him. On January 7, with its support EDS managers recruiters contracts Skillstorm discovered potential problems to EDS on the NMCI in different parts of that employees. 2009, contract. the On that date, two country told Skillstorm they were no longer permitted to hire Skillstorm On January 9, 2009, another EDS manager terminated for approximately fifteen Skillstorm employees without explanation. Days later, EDS approached some employees about moving to work including Ingenium, Skillstorm for other subcontractors, in order to continue work on the NMCI contract. On January 16, measures it had put involving Mr. 2009, Skillstorm met in place with EDS to avoid incidents Craig in the future. to cooperate with EDS employees and more work. noted that However, EDS terminated a Additionally, to like Around that time, believed that EDS's adverse actions would be and sought to discuss avoid the one Skillstorm limited in nature the loss of more in February 2009, Skillstorm large number of purchase orders. Skillstorm observed that EDS seemed to step up efforts to recruit Skillstorm employees other subcontractors On February 17, to join Ingenium and to work on the NMCI 2009, contract. Skillstorm realized that EDS sought to completely terminate Skillstorm's support to the NMCI contract. Once Skillstorm realized that EDS planned to completely terminate its support, Skillstorm ceased its cooperation and began examining its legal rights against EDS. Initially, to terminate Skillstorm support effective March 31, when Skillstorm became aware of the plan, Skillstorm support by the end of by March 15, Ultimately, EDS for Skillstorm personnel on March 16, 2009, Skillstorm brought the lawsuit alleging the following claims against EDS and Ingenium: Count I, Tortious Interference with Contractual Relations (EDS) ,- Count II, Statutory Civil Conspiracy and Common Law Conspiracy (EDS and Ingenium); Count III, Count IV, Defamation Breach of (EDS); Contract (EDS); Count V, Tortious Interference with Contractual Relations (Ingenium); Count VI, Count VII, Breach of them. Contract (Ingenium); and Injunction. EDS and Ingenium now move against but 2009. In response, present 2009, EDS sought to terminate February. decided to terminate all purchase orders EDS planned for dismissal of all claims II. A Federal Rule of granted unless (2007) Civil facts Ashcroft at v. 129 S. Ct. A complaint Ct. at 1949 v. Twowbly, (2009); 1949 citations 550 U.S. at the complaint plaintiff, read the asserted therein as P. 561 12(b)(6). not do." Twowbly, if it 550 relies upon Iqbal, omitted). motion to dismiss a 570. that is plausible on A claim is factual content facially that allows Iqbal, 129 S. Ct. at 194 9; 556. In considering a Rule 12(b)(6) construe 544, inference that the defendant is liable for the misconduct alleged." at in the or a formulaic 1937, the court to draw the reasonable 555 U.S. Civ. action will plausible "when the plaintiff pleads Twombly, 550 U.S. a cause of forth "a claim for relief Twombly, "supported by see Fed. R. In order to survive a Rule 12(b)(6) its face." Id.; motion should be further factual enhancement." (internal complaint must set is is also insufficient "naked assertions devoid of S. 12(b)(6) labels and conclusions the elements of Iqbal, 555. REVIEW consistent with the allegations (internal citations omitted); recitation of 129 Procedure Bell Atlantic Corp. "A pleading that offers U.S. OF an adequately stated claim showing any set of complaint." STANDARD motion, in the light most complaint as a whole, true. Mylan Lab., the Court must favorable to the and take Inc. v. the Matkari, facts 7 F.3d 1130, 1134 (4th Cir. 1993). In addition to court may also examine "documents by reference, and matters notice." Tellabs, Ct. 2509 2499, Inc. legal effect of the v. Havel, 43 purpose of into Makor Issues & Rights, "Conclusory allegations the 921 complaint (4th Cir. is 1995). to provide the complaint judicial Ltd., 127 S. regarding the facts alleged" need not be accepted. F.3d 918, the incorporated complaint, of which a court may take v. (2007). the Because LaJbram the central the defendant "fair notice of what the plaintiff's claim is and the grounds upon which it rests," the plaintiff's some factual basis fair response. legal allegations must be supported by sufficient Conley v. to allow the defendant Gibson, III. 355 U.S. A_^ the counts by cause of Counts I and V: Relations Tortious The Court grants tortious 47 (1957). ANALYSIS The Court grants Defendants' Motions addresses 41, to prepare a to Dismiss. The Court action in further detail below. Interference with Contractual Defendants Motions to Dismiss Skillstorm's interference claims because Skillstorm fails to sufficiently plead that EDS and Ingenium employed improper methods in interfering with Skillstorm contracts or any damage Skillstorm suffered as a result of the interference. To state a prima facie case of tortious 8 interference with a contract not terminable at will, a plaintiff must establish: "1) the existence of a valid contractual relationship or business expectancy; 2) knowledge of the relationship or expectancy on the part of the interferor; 3) intentional interference inducing or causing a breach or termination of expectancy; and 4) resultant the relationship or damage to the party whose relationship or expectancy has been disrupted." 360 S.E.2d S.E.2d 97, third and 2. 832, 102 835 (Va. (Va. fourth 1987) 1985)). (quoting Duggin v. Chaves v. Skillstorm's claims Adams, Johnson, fail as 335 to the elements. Intentional interference Skillstorm fails to through improper methods sufficiently plead that EDS and Ingenium employed improper methods in intentionally interfering with Skillstorm contracts. to the element, Virginia As law imposes asserting a tortious An at-will contract intentional a greater burden upon the plaintiff interference with an at-will Duggin, at will, 360 S.E.2d at a plaintiff must because "the extent of increases as the contract claim. is a mere expectancy and the plaintiff entitled to "no legal assurance that he will gain." interference 836. realize Therefore, show more than where degree relationship decreases." of enforceability of Id. the expected a contract intentional permissible third-party Consequently, is is interference interference a business a plaintiff alleging tortious interference with an at-will contract must show intentional interference and that the defendant employed improper methods v. in causing the Korean Presbyterian (quoting Perk v. interference. Church, Vector Res. 553 Id.; see also Jae-Woo Cha S.E.2d 511, Group, 515 485 S.E.2d 140, (Va. 2001) 143 (Va. 1997)). Under Virginia variety of law, conduct. "improper methods" Means that are illegal tortious "such as violations of statutes, recognized common-law rules," are at 836. conduct. Id. at of independently regulations, improper. 837. a trade Finally, unfair competition may also (citing Kinco, (Ark. or Duggin, or 360 S.E.2d Improper methods may also include violations of established standards 82 include a wide Inc. v. or profession or unethical [s]harp dealing, constitute Schueck Steel, overreaching, improper methods. Inc., 671 or Id. S.W.2d 178, 181- 1984)). Here, the use of Skillstorm must plead intentional improper methods because terminable at will. orders but, as mentioned above, terminable at will. the purchase orders were Skillstorm fails Skillstorm argues that Defendants to satisfy its burden. improperly terminated purchase the purchase orders were Skillstorm also interfered with Skillstorm's interference through argues that Defendants contracts with its personnel by 10 encouraging Skillstorm personnel other subcontractors. to go to work However, for Ingenium and the purchase orders contain provisions prohibiting Defendants from did not soliciting Skillstorm employees. The only conduct alleged by Skillstorm constitute an improper method as Duggin, 360 S.E.2d at 836 to EDS allege that EDS contracts 2. a result, to defamation may citations omitted). defamation here Skillstorm fails But is to properly improper methods. expectancy In addition to Skillstorm fails See intentionally interfered with Skillstorm through the use of Damage is defamation. (internal as discussed in further detail below, As could plausibly (expressly stating that constitute an improper method) insufficiently pled. that insufficiently pleading improper methods, to plead damage claim for tortious to its expectancy. To state a interference with an at-will contract, a plaintiff must allege damage to its business expectancy resulting from the alleged interference. Here, for See Duggin, Skillstorm has not pled damage two reasons. specific First, number of Contract. to Skillstorm was 360 its S.E.2d at business The Complaint states that expectancy not promised that its personnel would be working on EDS's 836. any the NMCI intentional and improper interference resulted in "a reduction in personnel being supplied in support of the NMCI Contract 11 of about 35 percent, and based on statements by Ingenium, [Skillstorm] believes that Ingenium will discontinue all work by on or about March 31, 2009." (V. Compl. at U 70.) This allegation fails because Skillstorm did not have a reasonable expectation that any certain number of its employees would work on the NMCI contract or that Ingenium would continue to contract for Skillstorm personnel. (PL's Opp'n at 14 ("Plaintiff's function is not to perform a particular part of the work but rather to provide manpower at levels specified by EDS and Ingenium, levels which may vary over time.") .) Second, the purchase orders were terminable at will. acknowledged in the Verified Complaint, orders with EDS contained the As Skillstorm's purchase following provision: EDS may terminate this Purchase Order, or any portion thereof, for any reason and without penalty upon written notice to Subcontractor. . . (V. Compl. H 59.) contained identical Skillstorm's purchase orders language. (V. Compl. H through Ingenium 60.) In acknowledging these facts Skillstorm necessarily acknowledges that its NMCI support was subject to termination at any time. Consequently, Skillstorm fails to allege that EDS's conduct resulted in damage to its business expectancy. Skillstorm argues that it is not required to plead damage because an at-will contract is a mere expectancy and because, under Duggin, a plaintiff is only required to plead improper 12 methods and intentional interference. Skillstorm's reading of Duggin is flawed because Duggin merely expanded intentional interference element; to plead damages. elements contracts In Duggin, for a prima not it did not absolve a plaintiff of its duty facie terminable at will. at 83 6. interference 360 S.E.2d at intentional imposed an additional defending an at-will court began by stating tortious focusing specifically on the the Court the In modifying this element claim for 835. Next, interference element, requirement contract also allege the that a plaintiff improper methods. the court did not Id. lower the plaintiff's pleading burden as to the remaining elements because a plaintiff claiming tortious interference with an at-will contract must go beyond the pleading requirements associated with contracts not terminable at will. is because a plaintiff who enjoys entitled to the contractual right. as same this Skillstorm suggests, contract would become at will. the less Court were stringent It would allow a Plaintiff even if as See expectancy id. to omit than that is not the damage element for an at-will for contracts not to state a tortious showing of intentional, the plaintiff was not damaged by that improper conduct. This Court rejects a reading of Duggin that would create 13 This one who has an assured pleading standard interference claim by a simple conduct, a mere legal protections If typically this result. As such, the Court dismisses the tortious interference claims. B. Count II; Statutory Civil Conspiracy and Common Law Conspiracy The Court grants EDS and Ingenium's Motions conspiracy claims. to Dismiss the The common law conspiracy claim fails because Skillstorm fails to allege unlawful activity since EDS and Ingenium were free to terminate the purchase orders at any time. Skillstorm fails to properly allege statutory conspiracy because there are no factual allegations terminated the purchase orders to show that Defendants to willfully and maliciously injure Skillstorm in its business. 1. Common law conspiracy In order to state a claim for common law conspiracy, plaintiff must show "1) 2) an agreement between two or more persons; to participate in an unlawful act, unlawful manner; 3) performed by one of U.S. Dist. the parties LEXIS 46626, 1985)). civil, to the agreement; Inc. at *26 v. and 4) to and in furtherance of Flexible Benefits Council v. Hechler Chevrolet, (Va. or a lawful act in an an injury caused by an unlawful overt act overt act was done pursuant scheme." a Gen. (E.D. Feltman, Va. No. June 16, Motors Corp., "[A]n allegation of conspiracy, 337 that the the common 08-371, 2008) (citing S.E.2d 744, 748 whether criminal or must at least allege an unlawful act or an unlawful 14 2008 purpose." Hechler Chevrolet, survive a motion to dismiss, include either an unlawful Tobacco, LLC v. 483, {E.D. 499 Here, Bell Va. 337 S.E.2d 744 at an allegation of act or an unlawful purpose." Quality Tobacco Prods., LLC, fails fails to state a claim it Skillstorm alleges that "EDS and Ingenium have sharply reduce Plaintiff's (V. Supp. 2d law taken steps to Contract with services altogether." (V. Compl. expressly allow Defendants U to the purchase orders "for any reason without penalty." Compl. HH 59-60.) Therefore, constitute terminating the purchase unlawful activity as a common law conspiracy claim. 74 8 F. for common services for the NMCI the purchase orders orders does not at 261 Bay to allege an "unlawful act." the intention of ending those terminate to 2003). Skillstorm However, Thus, conspiracy must conspiracy because 73.) 748. required to See Hechler Chevrolet, ("[T]here can be no conspiracy to do an act the state 337 S.E.2d law allows.") . 2. Statutory conspiracy Similarly, to state a claim for conspiracy to harm a business under Virginia law, a plaintiff must allege 1) a combination of two or more persons for the purpose of willfully and maliciously injuring the plaintiff resulting damage to the plaintiff. 15 Va. in his business; Code Ann. HH and 2) 18.2-499-500. See also Allen Realty Corp. 1984) (internal v. Holbert, citations omitted). 318 An act S.E.2d 592, is 596 (Va, "willful and malicious" if "undertaken to injure the plaintiff intentionally, purposefully, Miller, 544 and without S.E.2d 666, legal 667 justification." (Va. 2001)). Simmons v. A plaintiff must support its business conspiracy claim with more than conclusory allegations. 2008 U.S. Mansfield v. Dist. Here, LEXIS 34732 Anesthesia Assocs., at *12 (E.D. Va. No. Apr. l:07cv941, 28, 2008). Skillstorm's statutory conspiracy claim fails because Skillstorm has not made factual allegations to show that Defendants acted "willfully and maliciously." "Legal malice" requires 'that the defendant acted intentionally, purposefully, and without lawful justification' to injure the plaintiff. [P]laintiff need not prove that the defendant's primary and overriding purpose was to injure the plaintiff's reputation, trade, or business, but, importantly, the plaintiff must prove that such a purpose was at least one of the purposes of the conspiracy. Schlegel v. 2007) above, Bank of Am., (quoting Simmons, Defendants were N.A., 505 F. Supp. 2d 321, 544 S.E.2d at 676-77). 326 (W.D. Va, As mentioned free to terminate the purchase orders at any time. Furthermore, the purchase orders did not prohibit Defendants from soliciting Skillstorm employees. Consequently, there is no factual support for the allegation that Defendants terminated the purchase orders to willfully and maliciously 16 injure Skillstorm in its business. Hence, the conspiracy claims fails. C^ Count III; Defamation The Court grants EDS's Motion to Dismiss Skillstorm's defamation claim because Skillstorm failed to sufficiently plead defamation under the Federal Rules of Civil Procedure 8(a).1 A plaintiff alleging defamation must provide "a short and plain statement of relief." Fed. the R. claim showing that Civ. under Virginia law, actionable P. 8(a)(2). statement with 3) show 1) the requisite 263 F. is entitled to To state a defamation claim a plaintiff must Loudon County Public Schs., 2003) . the pleader Supp. publication 2) intent. 2d 1043, Echtenkamp v. 1061 (E.D. To be "actionable," the statement must not only be but defamatory, reputation of that is, another as it must "tend[] of an Va. false, so to harm the to lower him in the estimation of the lSkillstorm need not satisfy Virginia's heightened pleading standard because the Federal Rules of Civil Procedure govern pleading in this Court. Defamation must be pled with particularity under Virginia law. See Fuste v. Riverside Healthcare Ass'n, Inc., 575 S.E.2d858, 862 (Va. 2003) ("Good pleading requires that the exact words spoken or written must be set out in the declaration in haec verba. Indeed, the pleading must go further, - that is, it must purport to give the exact words.") (internal citations omitted)). However, where a state claim is brought in federal court, a plaintiff need not satisfy the state's heightened pleading requirements to survive a Rule 12(b)(6) motion; the Federal Rules of Civil Procedure govern his pleading. See FED. R. CIV. P. 1 ("These rules govern the procedure in all civil actions and proceedings in the United States district courts, except as stated in Rule 8.1."). "To the extent that [a] district court applie[s] a stricter standard to [the] complaint than the ordinary standards under Rule 12(b)(6), that [i]s error." Hatfill v. New York Times Co., 416 F.3d 320, (4th Cir. 2005) (criticizing a district court for applying Virginia's heightened pleading requirements to defamation claims). 17 329 community or to deter third persons from associating or dealing with him." Id. 1087, (4th Cir. 1092 (citing Chapin v. A statement Knight-Ridder, Inc., 993 F.2d 1993)). is per se defamatory if, among other things, it imputes an unfitness to perform the duties of a job or a lack of integrity in the performance of duties, in its profession or trade. S.E.2d 136, 138 n.2 (Va. or prejudices the party See Yeagle v. 1998). Collegiate Times, Whether a statement 497 is actionable as defamatory and whether it is defamatory per se are matters of F.2d at law for the 1092; Here, EDS made trial Echtenkamp, F. to decide. Supp. 2d at Id.; Chapin, 993 1061. Skillstorm alleges " [o]n information and belief," that false statements in the Mr. 263 judge to the Navy regarding Skillstorm's role Craig incident and that EDS falsely stated to Skillstorm employees that Skillstorm was solely responsible for the incident and was therefore an irresponsible contractor. Compl. 1M 77-79.) (V. Skillstorm argues that these allegations are sufficient to establish per se defamation. Skillstorm's pleading of its defamation claim is exactly the type of pleading that Here, Iqbal and Twombly sought to foreclose. Skillstorm alleges that it was defamed by EDS, Skillstorm makes no direct allegations nor pleads but any facts allow the Court to plausibly infer that Skillstorm was, 18 that in fact, defamed. set out at As Twombly makes in detail, 556 n.3 clear, it must have ("Without although a some claim need not be factual basis. some factual allegation in the is hard to see how a claimant could satisfy the providing not only 'fair notice1 of the nature also the 'grounds' on which the claim rests." See 550 U.S. complaint, it requirement of of the claim, but (Internal citations omitted)). Skillstorm's allegations demanded under to presume that Twombly. EDS made are devoid of Essentially, the factual support Skillstorm asks defamatory statements the Court to the Navy since the Navy investigated Skillstorm's actions and since Skillstorm employees left the corporation to work for other subcontractors. Skillstorm does not identify a speaker, the substance of the statement, statement was made, and why the defamatory. when the Skillstorm does not allege a factual basis conclude that EDS made any statement to the Navy, defamatory one. move statement In short, to much less a Skillstorm alleges no facts this defamation claim from possible is to plausible. that would As such, the Court finds that the defamation claim is insufficiently pled and the Motion to Dismiss is granted. 19 D. Counts IV and VI: The Court grants Breach of Contract the Defendant's Motion to Dismiss the breach of contract claims because no implied duty of fair dealing arises to overcome Defendants' express right to terminate the purchase orders at will. Virginia law recognizes an implied covenant of good faith and fair dealing See Ward's Equip, (Va. 1997). v. New Holland of N. However, in certain contracts. Am., 493 S.E.2d 516, no implied duty arises with respect to activity governed by express contractual terms. Va. at 385 ("[W]hen parties binding rights, 520 See Ward's, 254 to a contract create valid and an implied duty of good faith and fair dealing is inapplicable to those rights."). Likewise, a party does not breach implied duties where it exercises its rights created under the contract. (4th Cir. 156 1997). F.3d 535 Here, See Omega World Travel Cf Va. (4th Cir. Vermiculite, v. TWA, Ltd. v. 111 F.3d 14, W.R. 17 Grace & Co., 1998). Skillstorm argues that its breach of contract claim survives because EDS violated its implied duty of fair dealing. Skillstorm alleged that EDS prematurely terminated purchase orders while simultaneously soliciting Skillstorm employees Compl. H 83.) However, (V. Skillstorm concedes that EDS could terminate purchase orders "for any reason without penalty upon written notice." (V. Compl. 1J 59; PL's Opp'n at 14.) As such, it is clear that the contract expressly gave EDS the right to 20 terminate the purchase orders at will. orders gave attempt Ingenium the same right. to rewrite the purchase proves unfavorable F.3d at 16 to (noting that terminable at will, Skillstorm cannot now orders Skillstorm. to amend a term that See Omega the plaintiff, could not Ingenium's purchase World Travel, 111 a party to a contract rely upon "an implied duty of good faith and fair dealing to override explicit contract terms.") (internal citations omitted)). In addition, the Court finds that Defendants' simultaneous attempt to solicit Skillstorm employees does nothing to change this result. Skillstorm, Ingenium, and EDS are sophisticated business parties bound by the terms of the purchase orders do not Furthermore, their contracts. contain non-solicitation provisions. the Verified Complaint shows that initially cooperated with EDS in relocating Compl. UH 35-37.) Here, Skillstorm cannot argue Skillstorm its personnel. (V. that EDS acted unfairly where the contracts do not prohibit solicitation and Skillstorm actually assisted in EDS's efforts to solicit its personnel. 21 IV. CONCLUSION The Court grants Defendants' Motions to Dismiss. The Court dismisses the tortious interference with contractual relations claims because Plaintiff fails to plead either intentional interference through improper methods or damages. The Court dismisses the common law and statutory conspiracy claims because Plaintiff fails to plead unlawful conduct or that Defendants exercised their contractual rights to willfully and maliciously injure Plaintiff in its business. The Court dismisses the defamation claim because the claim lacks factual support as required under Iqbal and Twombly. The Court dismisses the breach of contract claims because there is no implied duty of fair dealing where the purchase orders unambiguously provide for termination at will. Therefore, it is hereby ORDERED that Defendant Electronic Data Systems's Motion to Dismiss is GRANTED. It is further ORDERED that Defendant Dismiss Ingenium Corporation's Motion to is GRANTED. The Clerk is directed to forward a copy of this Order to counsel. Entered this Alexandria, 10/ QH it. 7 ' day of October, Virginia 2009. Gerald Bruce Lee /09 /s/ United States District Judge 22
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