United States District Court, S.D. Indiana, Indianapolis Division
ORDER ON DEFENDANT'S MOTION FOR SUMMARY JUDGMENT
SARAH EVANS BARKER, District Judge.
This cause comes before the Court on Defendant Devang Amin's Motion for Summary Judgment [Docket No. 40], filed on August 29, 2013 pursuant to Federal Rules of Civil Procedure 56. For the reasons set forth below, the motion is GRANTED.
Plaintiff Stacey Ducker, a resident of Georgia, is a former employee of Best Western International ("BWI"), a worldwide hotel chain. Compl. ¶ 6. Unlike most franchise-based organizations of its type, BWI is a non-profit corporation. Hotels within the chain are individually owned and operated, and are referred to as BWI "members." Def.'s Br. 2, ¶¶ 2-4. The corporation's Board of Directors consists of BWI members, each representing a geographic district; the director for each district additionally appoints a group of "governors" (also BWI members) to oversee operations in that geographic area. Id. In 2006, after twelve years with the company, Ducker left her position at BWI and started her own company, Sapphire Sales Solutions, LLC ("Sapphire Sales"). Sapphire Sales works as an independent contractor providing consultation services to hotels. Compl. ¶ 6.
In 2007, Sapphire Sales entered into a two-year agreement with BWI to provide "onboarding" consulting services to new and existing Best Western member hotels. This contract was renewed in 2009 and 2011, each time for an additional term of two years. Def.'s Br. 4, ¶¶ 10, 11. As part of Sapphire Sales's contract with BWI, Plaintiff was party to a Confidentiality Agreement authorizing Sapphire Sales and its employees to possess certain BWI confidential information and trade secrets. Pl.'s Resp. ¶ 3.
Defendant Devang Amin, a resident of Franklin, Indiana, owns and operates three Best Western hotels, making him a member of BWI. At the time these events took place in 2012, Amin was the chairman of BWI's Board of Directors and the director of BWI's "District III"- an area covering most of the American Midwest and Ontario. Def.'s Br. ¶¶ 5-6. On March 23, 2012, Ducker sent Amin an email seeking to arrange a personal meeting so that she could discuss her concerns about the amount of business being given her company under its contract with BWI. Pl.'s Resp. ¶ 4. Amin agreed to meet her in Atlanta, which he was visiting for a conference, on March 25, 2012. According to Ducker, she began the conversation, as she had planned, by discussing Sapphire Sales's work with BWI-specifically, her feeling that Wendy Ferrill, BWI's Managing Director of Worldwide Sales, was withholding consulting work from Sapphire. Id. at ¶ 5.
However, the conversation between Amin and Ducker then veered in an unexpected direction. Apparently prompted by Ducker's mention of a grievance against Ferrill, Amin began to lay out his own theory that Ferrill was perpetrating a fraud against BWI by falsifying the Request for Proposals (RFP) figures. Id. at ¶ 6. In order to gather hard proof of the malfeasance, Amin told Ducker he wanted to see a "raw" copy of the company's internal report on the number of incoming RFPs-if he requested the report through normal channels, he anticipated he would get a "watered down version of the truth." Compl. ¶ 9. As a quid pro quo, Amin asked Ducker to procure a copy of the RFP report from Andre Worthy, a BWI employee who had access to the information and with whom Ducker was acquainted; in exchange, he would exercise his efforts as the board chairman to address Ducker's concerns about BWI providing Sapphire with insufficient consulting business. Pl.'s Resp. 5. After the meeting, Ducker had her daughter (also a Sapphire Sales employee) send Amin the report as requested, along with a cover letter highlighting what Ducker viewed as improprieties demonstrated by the report's figures. See Def.'s Br. 5-7.
Two days later, on March 27, 2012, Amin and two other BWI directors asked to meet with Andre Worthy in a hotel room. After asking Worthy to explain the significance of the data that Amin had obtained through Worthy and Ducker, Amin and the other two directors promised to "protect" Worthy from any recriminations for having come forward. Compl. ¶ 13. Strengthened by the meeting with Worthy in his conclusion that the RFP data showed that the company was being defrauded by employees in its sales department, Amin said he would "conduct his own investigation" before reporting to the CEO. Id. Indeed, Amin did not bring this information to the attention of BWI CEO David Kong until May 21, 2012. Def.'s Br. 7, ¶ 17.
After hearing of Amin's allegations, BWI launched an official inquiry into the discrepancies in the RFP numbers. At the same time, however, the company conducted an internal investigation concerning whether the behavior of Amin and the two other directors in surreptitiously obtaining the data violated BWI's by-laws and their duties as directors. Id. at ¶ 18. When the company's general counsel interviewed Amin as part of this investigation, Amin did not divulge the sources of his information; instead, he "told a story" about having been given the report by an unidentified employee who had flagged him down in a parking lot. Id. at 8, ¶ 20. Two days before this interview, Amin had spoken on the phone with Ducker. During their phone conversation, he related to her his plan to lie to the general counsel, explaining that he felt he needed to protect the identities of the "whistleblowers." Ducker claims that during this phone conversation she urged him simply to tell the truth, but he declined to do so. Pl.'s Resp. 8. Several weeks later, in a phone conversation that Ducker recorded, Amin discussed the results of his interview with the BWI general counsel and confirmed that he had fabricated a story about the source of his information. Id. at 9 (citing Docket No. 1-3 at 18-21).
Despite Amin's attempts at misdirection, BWI general counsel Lawrence Cuculic eventually determined that Ducker and Worthy had been Amin's sources. Id. at 9, ¶ 25. In a report on the matter that he delivered to the BWI board of directors as a whole, Cuculic stated: "There is reasonable cause to believe that on or about March 24, 2012, Mr. Amin directed an unauthorized third party, who had no authority to act in accordance with Best Western's bylaws, to obtain a copy of the [report], a document that contains trade secret and confidential business information. Id. at 10, ¶ 27 (citing Pl.'s Ex. G). After the board heard this report, three board members-Beth Campbell, Jay Patel, and Julie Montmaneix-sent an email to the Best Western members in their respective districts that apprised them of the results of the investigation; attached to the email were the minutes of the board meeting at which the general counsel's report had been discussed.
In this email, sent on October 4, 2012, the directors did not name Ducker as the source of Amin's information, instead referring to a "third party" who "has a service contract with [BWI]." Def.'s Br. 9 (citing Docket No. 1-1). It described Ducker's initial conversation with Amin on March 25, 2012, as follows:
During this discussion, Mr. Amin agreed to speak to Mr. Kong about her contract-the amount of work being sent to her company (she alleged not enough) and the speed with which she is being paid (she alleged not quickly enough). She has represented to [BWI] through her attorney that Mr. Amin stated "I will do this for you if you do this for me." According to the third party, her improperly obtaining the report was "quid pro quo" for his complaining to Mr. Kong on her behalf about her contract.
Docket No. 1-1 at 4. From this email, Ducker's friend Brian Blinn, who received the message in his capacity as a BWI member, was able to deduce that the "third party" referred to was in fact Ducker. Pl.'s Resp. 11; Def.'s Br. 10. He was the only person who ever came forward to her discussing the possibility that she was the third party named in the directors' October 4 email.
Four days later, and on the advice of his attorney, Amin responded to the other board members' allegations by sending an email of his own-this one directed to the "governors" within his district and several other members of the BWI board. Def.'s Br. 10. In his email, he stated:
[I]n late March of this year, a whistleblower contacted me to inform me that the RFP numbers were exaggerated and inflated, and that inappropriate bonuses had been paid based on the exaggerated RFP numbers.
I was initially very skeptical of this claim, but I promised to protect the identities of the individuals who came forward. And on this point I'd like to be clear - I will always do my utmost to protect the identity of anyone who comes forward to me ...