Aerotek, Inc. v. James Thompson, et al

[DO NOT PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT
________________________
No. 15-13710
Non-Argument Calendar
________________________
D.C. Docket No. 6:13-cv-01277-ACC-KRS
AEROTEK, INC.,
Plaintiff-Appellant,
versus
JAMES THOMPSON,
HEALTHCARE SUPPORT STAFFING, INC.,
Defendants-Appellees.
________________________
Appeal from the United States District Court
for the Middle District of Florida
________________________
(February 24, 2016)
Before WILSON, MARTIN and ROSENBAUM, Circuit Judges.
PER CURIAM:
Case: 15-13710 Date Filed: 02/24/2016 Page: 1 of 6

-- 1 of 6 --

2
Aerotek, Inc. appeals from the district court’s judgment in favor of James
Thompson and Healthcare Support Staffing, Inc. (“HSS”) and its denial of
Aerotek’s post-judgment motions under Federal Rules of Civil Procedure 52 and
59. Aerotek, a staffing agency, brought claims for breach of contract against
Thompson based on his employment agreement (Count I),1 tortious interference
against HSS for interfering in Aerotek’s business relationship with Thompson
(Count II), and rescission, forfeiture, and unjust enrichment claims against
Thompson based on his employee incentive investment plan (“IIP”) (Counts III
and IV). After a bench trial, the district court entered judgment for Thompson and
HSS on all counts. It also denied Aerotek’s motions to alter or amend the
judgment and for a new trial. After careful review, we affirm.
I.
Aerotek first argues that the district court erred in finding that Thompson did
not breach the non-compete restrictions in his employment agreement2 and IIP3
1 The employment agreement is governed by Maryland law. To prevail in a breach of
contract action under Maryland law, “a plaintiff must prove that the defendant owed the plaintiff
a contractual obligation and that the defendant breached that obligation.” Taylor v.
NationsBank, N.A., 776 A.2d 645, 651 (Md. 2001).
2 In relevant part, Thompson’s employment contract reads:
EMPLOYEE agrees that upon the termination of EMPLOYEE’s employment, . . .
for a period of eighteen (18) months thereafter EMPLOYEE shall not . . . be
employed by[] any business that is engaging in . . . any aspect of AEROTEK’s
Business, for which EMPLOYEE performed services or about which
EMPLOYEE obtained Confidential Information during the two (2) year period
preceding his/her termination.
Case: 15-13710 Date Filed: 02/24/2016 Page: 2 of 6

-- 2 of 6 --

3
when he accepted an offer from HSS, another staffing agency, after leaving
Aerotek. We review the district court’s findings of fact for clear error. Travelers
Prop. Cas. Co. of Am. v. Moore, 763 F.3d 1265, 1268 (11th Cir. 2014). “Under
the clear error standard, we may reverse the district court’s findings of fact if, after
viewing all the evidence, we are left with the definite and firm conviction that a
mistake has been committed.” Id. (quotation omitted).
Under the employment agreement, Thompson was restricted from engaging
in work involving any aspect of Aerotek’s business for which he had performed
services or about which he had obtained confidential information during his last
two years at Aerotek. This restriction period lasted for eighteen months after his
employment with Aerotek ended. Thompson began working for HSS
approximately eight months after leaving his position as Aerotek’s Director of
Business Operations (“DBO”). However, the district court found “little, if any,
evidence” that Thompson’s work at HSS overlapped with the work he performed
during his last two years at Aerotek.
Aerotek argues that the district court’s finding of no overlap is clearly
erroneous because Thompson testified to running Aerotek’s operations “from top
3 As an IIP participant, Thompson was also restricted from:
[E]ngag[ing] in the business of recruiting, employing and providing [] services
[in] . . . any [] lines of business that the Companies engage in . . . during the
Participant’s employment with . . . [Aerotek], in which . . . [the Participant]
performed work or obtained knowledge and information.
Case: 15-13710 Date Filed: 02/24/2016 Page: 3 of 6

-- 3 of 6 --

4
to bottom.” Aerotek also points to testimony from Jessica Munford, Thompson’s
successor at Aerotek, stating that the DBO is responsible for “[a]ll of the divisions
that we support.” Because the district court held that some aspects of Aerotek’s
and HSS’s businesses were in competition, Aerotek claims “[i]t is simply
axiomatic that . . . [Thompson] serviced aspects of [Aerotek’s] business the trial
court already found to be directly competitive with HSS.”
The district court did not clearly err in finding that Thompson did not breach
his non-compete restrictions. The district court credited Thompson’s testimony
that he serviced six divisions during his last two years with Aerotek: commercial,
aviation, engineering, environmental, scientific, and professional services. HSS is
dedicated exclusively to the healthcare industry. According to Thompson,
Aerotek’s general counsel specifically advised him that he could move to the
healthcare industry without violating his employment agreement. The fact that
Aerotek and HSS compete in some areas is insufficient to establish that the district
court erred in finding that Thompson had not engaged in specific activities that
violated his contract. We decline to overturn this finding of fact.
II.
Aerotek next argues that the district court erred in denying its Rule 59(a) and
52(b) motions. Rule 59(a) provides that in non-jury cases “the court may . . . open
the judgment if one has been entered, take additional testimony, amend findings of
Case: 15-13710 Date Filed: 02/24/2016 Page: 4 of 6

-- 4 of 6 --

5
fact and conclusions of law or make new ones, and direct the entry of a new
judgment.” Fed. R. Civ. P. 59(a)(2). Rule 52(b) similarly permits the court to
amend its findings or make additional findings on a party’s motion filed within 28
days after the entry of judgment. Fed. R. Civ. P. 52(b).
We review the denial of a Rule 59 or Rule 52 motion for abuse of discretion.
Trigo v. FDIC, 847 F.2d 1499, 1504 (11th Cir. 1988). “The only grounds for
granting a Rule 59 motion are newly-discovered evidence or manifest errors of law
or fact.” Arthur v. King, 500 F.3d 1335, 1343 (11th Cir. 2007) (per curiam)
(quotation omitted) (alteration adopted). “A Rule [59] motion cannot be used to
relitigate old matters, raise argument or present evidence that could have been
raised prior to the entry of judgment.” Id. (quotation omitted) (alterations
adopted).
The district court did not abuse its discretion in denying Aerotek’s motions.
Aerotek sought to relitigate the argument that Thompson’s statement that he was in
charge of Aerotek’s operations “from top to bottom” and Munford’s statement that
the DBO was responsible for “[a]ll of the divisions” meant that Thompson had
violated the non-compete agreement. Aerotek also sought to introduce a
declaration signed by Munford. However, the declaration merely rehashes
Munford’s trial testimony and does not provide new evidence meeting the strict
Case: 15-13710 Date Filed: 02/24/2016 Page: 5 of 6

-- 5 of 6 --

6
standard for reconsideration under either Rule 52 or 59. In light of the foregoing,
we affirm.
AFFIRMED.
Case: 15-13710 Date Filed: 02/24/2016 Page: 6 of 6

-- 6 of 6 --