CTR SEARCH PARTNERS LLC v. INTEGRIS EXECUTIVE SEARCH LLC (2026)

MEMORANDUM AND ORDER ON DEFENDANTS’ MOTIONS TO DISMISS

This is an action for breach of contract and business torts arising out of the founding of Integris Executive Search, LLC (“Integris”). CTR Search Partners LLC (“CTR”) claims Integris and its employees Margaret Shue, Christina Darienzo, and Denise Amari (collectively, the “Integris Defendants”), along with RM Nephew & Associates, LLC (“RMN”) and Robert M. Nephew (together with Integris Defendants and RMN, “Defendants”), coordinated to convert CTR clients into Integris clients. CTR brings claims for breach of contract, breach of the covenant of good faith and fair dealing, tortious interference with contractual relations, tortious interference with advantageous business relations, violations of Massachusetts law, conversion, unjust enrichment, and civil conspiracy. Defendants move to dismiss CTR's claims in three separate motions.

For the reasons set forth below, the Court will grant RMN's motion to dismiss, deny the Integris Defendants’ motion to dismiss, and deny Nephew's motion to dismiss.

I. Background

A. Factual Background

The Court draws the following facts from CTR's second amended complaint, Dkt. 34 (“Second Amended Complaint” or “Compl.”), and accepts them as true for purposes of the instant motions.

RMN, a Massachusetts limited liability company specializing in executive search, was owned and operated by Nephew. Compl. ¶¶ 8, 17–18. In May 2021, Nephew sold RMN's assets to CTR, an executive search and consulting firm with operations “throughout the United States and Latin America,” for $900,000 and additional incentives of $75,000. Compl. ¶¶ 16–19. As part of the sale, Nephew entered into an employment agreement with CTR and became a “Senior Partner.” Id. ¶¶ 21–23; see also Dkt. 34-1 (“Employment Agreement”). Nephew and RMN also entered into a non-competition agreement with CTR that restricted Nephew's ability to compete with CTR for one year following the end of his employment. Compl. ¶¶ 21, 26–30; see also Dkt. 34-2 (“Non-Competition Agreement”).¹ In or around May 2022, roughly one year after the sale of RMN's assets, Nephew transitioned to part-time employment with CTR. Id. ¶ 31. CTR asserts that Nephew continued working for CTR on a part-time basis through at least November 2023. Id. ¶¶ 33–41.

Margaret Shue, Christina Darienzo, and Denise Amari—all former RMN employees—were also hired by CTR in 2021 “in connection with the purchase of RMN.” Id. ¶¶ 45–47. Each was required to sign an offer letter outlining the terms of their employment. Id. ¶¶ 47, 55–57; see also Dkts. 34-3, 34-4, 34-5 (collectively, the “Offer Letters”). The Offer Letters contained requirements that each “be a loyal employee,” “not, directly or indirectly, engage in any business which could detract from your ability to apply your best efforts to the performance of your duties,” and “not ․ misappropriate, disclose, use, or make available to anyone for use outside CTR ․ any confidential and/or proprietary information.” Compl. ¶¶ 56–57. Shue and Amari were hired as Partners and Darienzo as Senior Director of Research. Id. ¶¶ 49–51. According to CTR, these were positions of “trust and confidence within” the firm. Id. ¶ 54.

CTR alleges the Integris Defendants began preparing to depart CTR and found their own firm by at least early 2024. Id. ¶ 60. Shue was the first to leave, resigning from CTR in February 2024. Id. ¶ 58. In March 2024, Darienzo texted with Nephew “regarding a new business venture that she, Amari, and Shue had been planning.” Id. ¶ 60. About a month later, on April 4, 2024, Darienzo filed articles of incorporation in Delaware on behalf of a new firm, Integris Executive Search, LLC. Id. ¶ 67. CTR alleges that on the very same day, Amari requested CTR send final invoices to certain clients. Id. ¶ 68. One client, Bruker Corporation (“Bruker”), had not yet finished its engagement with CTR. Id. CTR alleges Amari made these requests “because she already planned to take the clients to Integris and wanted to ensure that she collected commissions” before her departure from CTR. Id. In May 2024, Darienzo and Amari, while still employed by CTR, met with software providers without authorization from company leadership—meetings which CTR alleges were “undertaken to develop the technological infrastructure for Integris's operations.” Id. ¶ 72. On May 14, 2024, Shue filed an application in Massachusetts registering Integris as a foreign LLC. Id. ¶ 73. The application listed Darienzo's home address as Integris's office location, defined all three women as corporate managers, and described Integris's business character as providing “[e]xecutive search services for Board positions, C-suite executives, Vice Presidents, and strategic talent.” Id.

All the while, Darienzo was exporting volumes of data from CTR's executive search platform. At least four times between March 2024 and May 2024, Darienzo exported hundreds of historical search records, client summary documents, individual candidates’ contact information, and additional records including candidate summaries and search histories. Id. ¶¶ 61–66, 69–71. Some of this data was exported to Darienzo's personal email address. Id. ¶ 69. The database from which Darienzo frequently exported CTR information “constitutes CTR's representative body of work to date and is at the core of the business assets CTR purchased from RMN.” Id. ¶ 63. According to CTR, Darienzo “had no legitimate business purpose” for these exports and prior to March 2024, she had only exported nine documents over the course of nearly three years. Id. ¶ 62.

Amari and Darienzo remained employed by CTR at the beginning of June 2024. Id. ¶¶ 75–76. On June 4, 2024, and June 13, 2024, Amari met with then-CTR client Bruker to discuss an active CTR project. Id. ¶ 76. During those meetings, CTR alleges Amari learned of a new business opportunity with Bruker. Id. However, despite an expectation that CTR employees would disclose new business opportunities to CTR leadership, Amari and Darienzo failed to disclose the Bruker opportunity—even when specifically asked. Id. ¶¶ 77-79. During the week of June 10, 2024, Amari and Darienzo “blocked off unexplained absences and ‘personal appointments’ on their calendars during the business day.” Id. ¶ 81. On June 16, 2024, Darienzo exported “to her personal Gmail account a comprehensive backup of [RMN's] search placements and search history dating from 2020 to the present.” Id. ¶ 82. The next day, June 17, 2024, Darienzo and Amari announced their resignations from CTR. Id. ¶ 81. The same day she announced her resignation, Darienzo continued exporting “to her personal Gmail account multiple search candidate summaries.” Id. ¶ 83.

Amari and Darienzo offered to work one more day “to provide ‘transition.’ ” Id. ¶ 81. A prior meeting with Bruker had already been scheduled for June 18, 2024, which Amari was scheduled to attend. Id. ¶ 87. But only minutes before the meeting was slated to begin, Amari declined the invitation and Bruker canceled the meeting. Id. Thereafter, Amari reportedly “stepped out of the office to make a phone call,” and Bruker later cancelled a future meeting with CTR. Id. ¶¶ 87–88. That same day, Darienzo exported confidential search data “relating to Bruker's International Tax Senior Manager position.” Id. ¶ 90. A few weeks after Darienzo and Amari's last day with CTR, Bruker inadvertently sent an email to Darienzo's old email address. Id. ¶ 92. CTR contends this email “confirms that Integris and Bruker had been collaborating on a candidate profile for Bruker's search, building on confidential client information shared during the June 4 and 13 meetings.” Id. That same email contained a position profile provided to Bruker by Integris that “closely mirror[ed] those in the original RMN profiles previously created for Bruker.” Id. ¶¶ 96–97.

After Darienzo and Amari left CTR, Integris “promptly” converted Bruker into a client and later accepted business from other CTR clients, including The Kraft Group (“Kraft”). Id. ¶¶ 92–93. CTR alleges this “necessarily required the use of CTR's confidential customer information, position profiles, templates, and candidate information acquired during their tenure at CTR.” Id. Both Bruker and Kraft are no longer clients of CTR. Id. ¶¶ 94, 101. CTR sent a cease-and-desist letter to Amari and Darienzo on June 26, 2024. Id. ¶ 95. Over the next several months, Integris met with multiple CTR clients, sometimes through referrals set up by Nephew. Id. ¶ 104. Throughout the period leading up to Darienzo and Amari's departure, as well as afterward, Nephew passed along client opportunities, facilitated introductions, and provided referrals to Shue, Amari, and Darienzo. Id. ¶¶ 105–22. Nephew did much of this while utilizing his CTR-provided devices and email. Id. ¶ 124. By the time of this lawsuit, CTR alleges, the entirety of its RMN business has “dwindled to zero.” Id. ¶ 126.

As the parties prepared for litigation, CTR's counsel informed Nephew on April 23, 2025, that he must return all CTR property in his possession. Id. ¶ 128. Nephew still possessed an iPhone and laptop owned by CTR and purchased for Nephew's use in November 2022. Id. Nephew delivered the laptop on May 21, 2025, but refused to deliver the iPhone until June 18, 2025. Id. ¶ 129. Upon return, CTR reviewed the devices but determined the laptop had “been factory reset” and that at least twenty-six messages on the iPhone “between Nephew, Amari, Darienzo and/or Shue contained ‘placeholder’ text indicating that the previously existing message had been deleted.” Id. Nephew additionally acknowledged that he made a copy of the data on his laptop and uploaded the iPhone data “to the cloud.” Id. ¶ 130.

B. Procedural Background

CTR filed its initial complaint in this Court on June 12, 2025. Dkt. 1. Defendants filed three motions to dismiss the complaint on August 25 and 26, 2025. Dkts. 11, 13, 15. Additionally, on August 26, 2025, Nephew filed an answer to the complaint and raised counterclaims against CTR and third-party defendant, Luke Teirney, the President of CTR. Dkt. 17. CTR filed its first amended complaint on September 29, 2025. Dkt. 27. On October 8, 2025, the parties moved to stay proceedings to pursue mediation, which the Court granted. Dkts. 29–30. Mediation was unsuccessful, Dkt. 31, and CTR filed its Second Amended Complaint on December 22, 2025. See generally Compl.

CTR raises twelve counts against Defendants: breach of contract against Darienzo and Amari (Count I), id. ¶¶ 133–137; breach of the covenant of good faith and fair dealing against Darienzo and Amari (Count II), id. ¶¶ 138–141; breach of contract against Nephew (Count III), id. ¶¶ 142–149; breach of the covenant of good faith and fair dealing against Nephew (Count IV), id. ¶¶ 150–153; breach of the fiduciary duty of loyalty against Darienzo and Amari (Count V), id. ¶¶ 154–158; tortious interference with contractual relations against Shue and Integris (Count VI), id. ¶¶ 159–163; tortious interference with advantageous business relations against all Defendants (Count VII), id. ¶¶ 164–168; unfair and deceptive trade practices in violation of Mass. Gen. Laws ch. 93A, § 11 (“Chapter 93A”) against Integris, Shue, Darienzo, and Amari (Count VIII), id. ¶¶ 169–175; unfair and deceptive trade practices in violation of Chapter 93A against Nephew (Count IX), id. ¶¶ 176–182; unjust enrichment against RMN (Count X), id. ¶¶ 183–188; conversion against Nephew (Count XI), id. ¶¶ 189–193; and civil conspiracy against all Defendants (Count XII), id. ¶¶ 194–198.

Defendants filed the instant motions to dismiss on January 16, 2025. Dkts. 37, 39, 41; see also Dkts. 38, 40, 42 (Defendants’ memorandums of law); Dkts. 46–48 (CTR's oppositions); Dkts. 50–51 (Defendants’ replies).² The Court held a hearing on May 14, 2026, and took the motions under advisement.

II. Standard of Review

Courts analyzing claims under Federal Rule 12(b)(6) must determine whether a plaintiff's factual allegations—disregarding all “conclusory” statements—“state a claim to relief that is plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). In making its determination, a court must “accept the truth of all well-pleaded facts and draw all reasonable inferences therefrom in the pleader's favor.” Grajales v. P.R. Ports Auth., 682 F.3d 40, 44 (1st Cir. 2012). At the pleading stage, a plaintiff need not demonstrate that he is likely to prevail, but the “claim must suggest ‘more than a sheer possibility that a defendant has acted unlawfully.’ ” García-Catalán v. United States, 734 F.3d 100, 102–03 (1st Cir. 2013) (quoting Iqbal, 556 U.S. at 678). “The inquiry is usually limited to the facts alleged in the complaint, incorporated into the complaint, or susceptible to judicial notice,” Whelden v. U.S. Bank Nat'l Ass'n, 494 F. Supp. 3d 68, 73 (D. Mass. 2020) (citing In re Colonial Mortg. Bankers Corp., 324 F.3d 12, 15 (1st Cir. 2003)), “but the court may also consider other documents the authenticity of which is not disputed by the parties, documents central to the plaintiff's claim, and documents sufficiently referred to in the complaint,” id. (citing Watterson v. Page, 987 F.2d 1, 3 (1st Cir. 1993)).

III. Discussion

A. Claims Against the Integris Defendants

CTR brings seven claims against various groupings of the Integris Defendants: breach of contract against Darienzo and Amari (Count I), Compl. ¶¶ 133–37; breach of the implied covenant of good faith and fair dealing against Darienzo and Amari (Count II), id. ¶¶ 138–41; breach of the fiduciary duty of loyalty against Darienzo and Amari (Count V), id. ¶¶ 154–58; tortious interference with contractual relations against Shue and Integris (Count VI), id. ¶¶ 159–63; tortious interference with advantageous business relations (Count VII), id. ¶¶ 164–68; unlawful and deceptive trade practices against all Integris Defendants (Count VIII); id. ¶¶ 169–75; and civil conspiracy against all Integris Defendants (Count XII), id. ¶¶ 194–98. The Integris Defendants have moved to dismiss all counts. See generally Dkt. 42 (“Integris Memo.”); Dkt. 48 (“Integris Opp.”); Dkt. 50 (“Integris Reply”). The Court addresses each claim in turn.

1. Breach of Contract Against Darienzo and Amari (Count I)

CTR alleges that Darienzo and Amari breached their agreements “to conduct business exclusively for the benefit of CTR” during their employment as required by their signed Offer Letters. Compl. ¶¶ 133–37. In particular, CTR alleges Darienzo and Amari each breached two provisions: (1) the obligation to not “directly or indirectly ․ engage in any business [which] could detract from your ability to apply your best efforts to the performance of your duties” and (2) the obligation to not “disclose, use, or make available ․ any confidential and/or proprietary information about CTR or CTR's customers,” including client lists and search candidate information. Compl. ¶¶ 134–135; see also Dkts. 34-4, 34-5 (Darienzo and Amari's Offer Letters).

To plead a breach of contract claim under Massachusetts law, CTR must “demonstrate (1) that an enforceable contract existed, (2) the defendant breached that contract, and that (3) the plaintiff suffered damages.” Thomas v. Liv Grp., Inc., 791 F. Supp. 3d 200, 217 (D. Mass. 2025). Darienzo and Amari argue that the Complaint fails to allege that they either “engage[d]” in other business or “use[d]” confidential information. Integris Memo. at 8–10. In the First Circuit, district courts are instructed to deny motions to dismiss breach of contract claims “if the contract could plausibly be read in the plaintiff's favor and the complaint's allegations suggest a breach.” Sourcing Unlimited, Inc. v. Elektroteks, LLC, 2021 WL 2875713, at * 13 (D. Mass. July 8, 2021) (citing Young v. Wells Fargo Bank, N.A., 717 F.3d 224, 233 (1st Cir. 2013)). Here, the pleadings, when paired with reading of the unambiguous Offer Letters, plausibly suggest a breach of both provisions at issue.

The Court first turns to Amari and Darienzo's contractual obligation not to “engage in any business [which] could detract from [their] ability to apply [their] best efforts to the performance of [their] duties.” Compl. ¶ 134. CTR alleges Darienzo and Amari directly engaged business at odds with their work for CTR. Id. ¶ 136 (identifying Amari and Darizneo's efforts to “incorporat[e] a competing business” and “clandestinely divert[ ] corporate opportunities to Integris while under CTR's employ” as examples of breaches). First and foremost, Darienzo filed articles of incorporation in Delaware on April 4, 2024, for Integris. Id. ¶ 67. Darienzo and Amari, while still employed at CTR, also listed themselves as “corporate managers” on Integris's registration documents in Massachusetts. Id. ¶ 73. The registration paperwork described Integris's business as nearly identical to that of CTR: “Executive search services for Board positions, C-suite executives, Vice Presidents, and strategic talent.” Id. (internal quotation marks omitted). Darienzo, while still employed by CTR, also set the table for Integris's future operations. In June 2024, she communicated with outside vendors without CTR authorization, encouraging them to “check-in ․ in a month or so . [․ f]ind me in July and I hope to loop Denise Amari, our Managing Partner, in at that time.” Id. ¶¶ 72, 75.

Defendants also claim “there is no [Second Amended Complaint] paragraph alleging a factual allegation of client solicitation during employment.” Integris Reply at 2. But the Second Amended Complaint alleges that Amari and Darienzo were contacted by a CTR client, Bruker, about “a new executive search” in May 2024. Compl. ¶ 74. By that point, Darienzo and Amari were listed as “corporate managers” of the newly registered Integris. Id. ¶ 73. Amari met with Bruker on June 4, 2024, and June 13, 2024, to discuss a new opportunity, but she and Darienzo failed to disclose that opportunity to CTR's president, even after a specific inquiry. Id. ¶¶ 76–79. After Amari and Darienzo left CTR, Bruker was “formally converted” into an Integris client. Id. ¶ 92. Most critically, on July 1, 2024, Bruker emailed Amari and, inadvertently, Darienzo at her old non-Integris email account. Id. That email plausibly “confirms that Integris and Bruker had been collaborating on a candidate profile for Bruker's search, building on confidential client information shared during the June 4 and June 13 meetings.” Id. The Bruker client relationship “realized over $300,000 in revenue between 2023 and 2024” but is now “fully misappropriated by Integris.” Id. ¶ 94. Based on these allegations and drawing all reasonable inferences in CTR's favor, San Gerónimo Caribe Project, Inc. v. Acevedo-Vilá, 687 F.3d 465, 471 (1st Cir. 2012), CTR plausibly states a claim for breach of contract as to the first provision.

Turning to Darienzo and Amari's second obligation not to “disclose, use, or make available ․ any confidential and/or proprietary information about CTR or CTR's customers,” the Second Amended Complaint is littered with examples of Darienzo downloading confidential client data, including to her personal email. Id. ¶ 61 (“[O]n March 24, 2024, Darienzo exported 182 historical search records.”); id. ¶ 69 (“On April 11, 2024, Darienzo exported ․ a candidate summary․ and transmitted it to her personal Gmail account.”); id. ¶ 70 (“On April 29, 2024, Darienzo exported contact information ․ for 47 individuals.”); id. ¶ 71 (“On May 1, 2024 Darienzo exported 83 additional records․ which Darienzo also sent to her personal Gmail account.”); id. ¶ 82 (“On June 16, 2024, one day prior to her resignation, Darienzo exported ․ to her personal Gmail account a comprehensive backup of RMN Electi's search placements and search history dating from 2020 to the present.”); id. ¶ 83 “On June 16 and 17, 2024 ․ Darienzo exported ․ to her personal Gmail account multiple search candidate summaries.”); id. ¶ 90 (“On June 18, 2024 ․ Darienzo exported from Thrive confidential search data relating to Bruker[ ].”). Prior to these incidents, Darienzo had exported “only nine documents ․ over the course of her entire employment with CTR ․ on just two isolated occasions.” Id. ¶ 62.

Defendants do not dispute this. Instead, they argue that, despite the volume of data downloaded, there is no allegation of Darienzo or Amari “using” the confidential information. Integris Memo. at 10. However, CTR pleads facts that plausibly indicate Darienzo and Amari did utilize at least some of the confidential information while still employed by CTR. For example, the email from Bruker to Amari and Darienzo's old email address “confirms that Integris and Bruker had been collaborating on a candidate profile for Bruker's search, building on confidential client information shared during the June 4 and June 13 meetings” with Amari. Id. ¶ 92.

Additionally, the Offer Letters imposed an ongoing obligation to not use CTR's confidential information “subsequent to any termination.” Id. ¶ 57. CTR alleges that Integris's quick procurement of former CTR clients “necessarily required the use of CTR's confidential customer information, position profiles, templates, and candidate information acquired during their tenure at CTR.” Id. ¶ 93. Integris documents related to Bruker so “closely mirror[ed]” CTR proprietary materials they contained “identically worded” provisions. Id. ¶ 97 (alleging the similarities “strongly suggest” CTR's proprietary information was used to create the documents). In the context of misappropriation of company information, “[l]ess specific allegations have been found to support a reasonable inference that a former employee used confidential information.” Netcracker Tech. Corp. v. Laliberté, 2020 WL 6384312, at *4 (D. Mass. Oct. 30, 2020) (citing Anaqua, Inc. v. Bullard, 2014 WL 10542986, at *12 (Mass. Super. Ct. July 24, 2014), aff'd, 88 Mass. App. Ct. 1103 (2015) (alleging an employee merely “had high-level access” to information at their former employer and that they later held a similar “high-level” position at a rival company was sufficient to survive a motion to dismiss)).

Taken together, the alleged facts plausibly suggest that, while still employed by CTR, Darienzo and Amari conducted business for a fledgling rival firm and used CTR's confidential information to do so. CTR also plausibly alleges Darienzo and Amari used confidential data after their employment to secure client relationships with former CTR customers. Both alleged breaches caused CTR to lose key client relationships. Accordingly, Defendants’ motion to dismiss Count I is denied.

2. Breach of the Implied Covenant of Good Faith and Fair Dealing Against Darienzo and Amari (Count II)

CTR also brings a claim for breach of the implied covenant of good faith and fair dealing, id. ¶ 138–41, because CTR alleges Darienzo and Amari's actions had “the effect of destroying or injuring the right of [CTR] to receive the fruits of the [Offer Letters],” id. ¶ 139. Defendants argue that CTR's claims under the covenant “impermissibly” extend the terms of the contract to Darienzo and Amari's conduct “after their resignation.” Integris Memo. at 12.

Under Massachusetts law, “the covenant of good faith and fair dealing is implied in every contract.” Mass. Eye and Ear Infirmary v. QLT Phototherapeutics, Inc., 412 F.3d 215, 230 (1st Cir. 2005) (quoting UNO Rests., Inc. v. Bos. Kenmore Realty Corp., 441 Mass. 376, 385 (2004)). To determine whether there was a violation of the covenant, Massachusetts courts “look to the party's manner of performance” to infer “lack of good faith.” Robert & Ardis James Found. v. Meyers, 474 Mass. 181, 189 (2016) (internal quotation marks omitted) (quoting Weiler v. PortfolioScope, Inc., 469 Mass. 75, 82 (2014)). “A breach occurs when one party violates the reasonable expectations of the other.” Chockel v. Genzyme Corp., 449 Mass. 272, 276 (2007). As Defendants note, “[t]he scope of the covenant is only as broad as the contract that governs the particular relationship.” Ayash v. Dana-Farber Cancer Inst., 443 Mass. 367, 385 (2005), cert. denied sub nom., Globe Newspaper Co. v. Ayash, 546 U.S. 927 (2005).

Defendants argue the Offer Letters did not prevent Amari and Darienzo from preparing to compete against CTR or “solicit or conduct business with CTR clients after their resignation,” Integris Memo. at 12, and therefore the implied covenant of good faith and fair dealing therefore cannot apply to the alleged conduct. Id. CTR agrees post-employment conduct is not covered by the Offer Letter and, by extension, the covenant. Integris Opp. at 11. But CTR's allegations of breach of the covenant refer to in-tenure misconduct. See Compl. ¶ 140 (alleging breaches “including but not limited to incorporating a competing business, clandestinely diverting corporate opportunities to Integris while under CTR's employ, and misappropriating CTR's confidential and proprietary information” (emphasis added)).

Here, CTR's allegations meet the pleading requirements for breach of the implied covenant of good faith and fair dealing. Darienzo and Amari allegedly “clandestinely” solicited Bruker while still employed at CTR. Id. ¶ 140. They did so by utilizing CTR's confidential information that was exported to Darienzo's personal email account, an action CTR claims had “no legitimate business purpose” and was “wholly inconsistent with CTR's ordinary business practices.” Id. ¶ 82. Additionally, when asked about the Bruker meetings, Amari and Darienzo obfuscated. Id. ¶ 79 (alleging Darienzo and Amari “failed to disclose” the new opportunity despite a CTR executive's specific inquiry); see also Rohm and Haas Elec. Materials, LLC v. Elec. Cirs. Supplies, Inc., 759 F. Supp. 2d 110, 123 (D. Mass. 2010) (identifying “dishonest purpose” and “conscious wrongdoing” as examples of “bad faith”). Together, these facts “sufficiently allege a lack of good faith conduct and breach of contractual duties.” Garage Sweat LLC v. Factory 14 UK Acquisition IV Ltd., 2024 WL 914399, at *4 (D. Mass. Feb. 12, 2024). Defendants’ motion to dismiss Count II is denied.

3. Breach of the Fiduciary Duty of Loyalty Against Darienzo and Amari (Count V)

CTR alleges that Darienzo and Amari, by misappropriating company information and soliciting CTR clients while still employed, breached their fiduciary duty of loyalty to CTR. Compl. ¶ 154–58. Defendants raise two arguments for dismissal: (1) CTR alleges no facts to indicate Darienzo held a position of “trust and confidence” and therefore owed a fiduciary duty to CTR, and (2) Darienzo and Amari were not barred from “secretly setting up a new competing business” while still employed by CTR. Integris Memo. 13–14.

Under Massachusetts law, all employees “who occupy positions of trust and confidence” owe a fiduciary duty of loyalty to their employer “and must protect the employer's interests.” Cashman Dredging & Marine Contracting Co., LLC v. Belesimo, 759 F. Supp. 3d 120, 149 (D. Mass. 2024). The typical employees who owe a fiduciary duty include “officers, directors, executives, or partners.” Koch Acton, Inc. v. Koller, 2024 WL 1093001, at *10 (D. Mass. Mar. 13, 2024) (citing Chelsea Inds., Inc. v. Gaffney, 389 Mass. 1, 11 (1983)). Other employees can also occupy positions of trust and confidence “if they are provided with access to confidential information.” TalentBurst, Inc. v. Collabera, Inc., 567 F. Supp. 2d 261, 266 n.4 (D. Mass. 2008) (citing Meehan v. Shaughnessy, 404 Mass. 419, 438 (1989)). Employees breach their fiduciary duty of loyalty by “solicit[ing] his employer's customers while still working for his employer” or by “carry[ing] away certain information, such as lists of customers.” Augat, Inc. v. Aegis, Inc., 409 Mass. 165, 172–73 (1991).

Given Darienzo's comprehensive access to CTR's confidential information, Defendant's first argument fails.³ Darienzo was CTR's Senior Director of Research. Compl. ¶ 50. She oversaw CTR's research operations, managed a team of employees, and served as “chief administrator” of CTR's information technology systems. Id. Darienzo's ability to access CTR's confidential client profiles is well documented throughout the Second Amended Complaint. See, e.g., id. ¶¶ 61, 69–71, 82–83, 90. Just because Darienzo directly “reported to Shue,” Integris Memo. at 14, does not mean she did not have “[a]ccess to in-depth proprietary client information and access to confidential business intellectual property,” T.H. Glennon Co. v. Monday, 2020 WL 1270970, at *18 (D. Mass. Mar. 17, 2020) (finding that a junior employee with “authorized access” to confidential company data owed a duty of loyalty). As pled, Darienzo owed a fiduciary duty of loyalty to CTR.

As to Defendant's second argument, there is no dispute that Amari and Darienzo could prepare to join Integris while working for CTR. The fiduciary duty of loyalty imposes no bar on future competition with a former employer. Meehan, 404 Mass. at 435 (“[F]iduciaries may plan to compete with the entity to which they owe allegiance”). But, as with their breach of contract and breach of the implied covenant claims, CTR alleges Darienzo and Amari breached their fiduciary duties by doing more than merely planning to compete. See supra Sections III.A.1–2; see also Augat, 409 Mass. at 172 (“There are, however, certain limitations on the conduct of an employee who plans to compete with his employer.”). As noted earlier, the Second Amended Complaint plausibly alleges Darienzo and Amari solicitated CTR clients during employment and misappropriated confidential data to usurp CTR's existing client relationships. These alleged actions constitute “act[s] for ․ future interests at the expense of [their] employer” in violation of their fiduciary duties of loyalty. Id. at 173. Defendants’ motion to dismiss Count V is denied.

4. Tortious Interference with Contractual Relations Against Shue and Integris (Count VI)

CTR alleges Shue and her employer, Integris, tortiously interfered with Darienzo and Amari's Offer Letters. Compl. ¶¶ 159–163. To sustain a claim for tortious interference with contractual relations, CTR must allege “(1) [it] had a contract with a third party; (2) the defendant knowingly interfered with that contract ․; (3) the defendant's interference, in addition to being intentional, was improper in motive or means; and (4) the plaintiff was harmed by the defendant's actions.” O'Donnell v. Boggs, 611 F.3d 50, 54 (1st Cir. 2010) (citing Harrison v. NetCentric Corp., 433 Mass. 465, 476 (2001)). Defendants argue for dismissal because they claim the second and third elements are not met. Integris Memo. at 14.

Regarding the second element, the Court may reasonably infer Shue knowingly interfered with Amari and Darienzo's duties under the Offer Letters. Shue's employment at CTR was governed by her own, nearly identical, Offer Letter. See generally Dkt. 34-3 at 3. It is therefore reasonable to assume she was aware Amari and Darienzo were bound by similar obligations not to compete with CTR or misappropriate CTR's non-public information while they remained employees. Further, the Second Amended Complaint is replete with allegations of the Integris Defendants working to collectively build a direct competitor from the ground up, while Amari and Darienzo remained employees of CTR. In March 2024, after Shue had met with Nephew and another former RMN associate to discuss the RMN business, Darienzo allegedly texted with Nephew regarding “a new business venture that she, Amari, and Shue had been planning.” Compl. ¶¶ 59–60 (emphasis added). Two months later, Shue applied to register Integris as a foreign limited liability company in Massachusetts, listing herself along with Darienzo and Amari, who remained CTR employees, as “corporate managers.” Id. ¶ 73. Additionally, Nephew “confirmed to CTR that he was in close contact with Shue, Amari, and Darienzo” and “offer[ed] to serve as a conduit between CTR and Integris for the purpose of closing out open searches.” Id. ¶ 106. All told, the Second Amended Complaint alleges coordination between Shue—acting in her capacity as an Integris “corporate manager”—and Amari and Darienzo, while they remained employed at CTR. This months-long coordination, during which Amari and Darienzo allegedly breached their non-compete and confidentiality provisions of the contract, lead to a reasonable inference that Shue knowingly interfered. inVentiv Health Consulting, Inc. v. Equitas Life Scis., 289 F. Supp. 3d 272, 285 (D. Mass. 2017) (denying motion to dismiss tortious interference claim where defendant had “intimate familiarity” with the rival company and had relationships with its employees who were under non-compete obligations).

Furthermore “the precise details surrounding [Shue and Integris's interference] are likely to be in the exclusive possession of the [D]efendants.” Hamann v. Carpenter, 937 F.3d 86, 91 (1st Cir. 2019) (affirming denial of a motion to dismiss on a tortious interference claim). In circumstances such as these, where the Integris Defendants—and only the Integris Defendants—are likely to possess additional details of their coordination, courts “have declined to require plaintiffs to assemble such additional detail at the motion-to-dismiss stage.” Id. (citing In re Loestrin 24 Fe Antitrust Litig., 814 F.3d 538, 552 (1st Cir. 2016)); see also Grajales 682 F.3d at 49 (“ ‘Smoking gun’ proof ․ is rarely available, especially at the pleading stage. Nor is such proof necessary. When ‘a protean issue such as an actor's motive or intent’ is at stake, telltale clues may be gathered from the circumstances.” (cleaned up)). At this early stage of litigation, the Court must make the reasonable inference, based on the allegations of coordinated conduct, that Shue, and by extension Integris, interfered with Darienzo and Amari's ongoing contractual obligations to CTR.

CTR also plausibly alleges facts establishing the third element, improper motive or means. While “legitimate advancement of ․ economic interest ․ is not ‘improper’ for the purposes of a tortious interference claim,” Pembroke Country Club, Inc. v. Regency Savings Bank, F.S.B., 62 Mass. App. Ct. 34, 39 (2004), improper conduct “may include ulterior motive (e.g. wishing to do injury) or wrongful means (e.g. deceit or economic coercion),” The Hertz Corp. v. Enter. Rent-A-Car Co., 557 F. Supp. 2d 185, 196 (D. Mass. 2008) (quoting Schwanbeck v. Federal-Mogul Corp., 31 Mass. App. Ct. 390, 412 (1991)). Massachusetts courts characterize “improper” in an “open-ended” fashion. Ary Jewelers, LLC v. IBJTC Bus. Credit Corp., 414 F. Supp. 2d 90, 95 (D. Mass. 2006) (citing United Truck Leasing Corp. v. Geltman, 406 Mass. 811, 817 (1990)). In Geltman, the court favorably cited to the Restatement (Second) of Torts § 767 cmt. c, which recognized a broad swath of conduct as potentially improper, including violations of business ethics and customs. Ary Jewelers, 414 F. Supp. 2d at 94 (hesitating to “paint its interpretation of improper means with too fine a brush” due to Geltman’s favorable citation to the Restatement (Second) of Torts). Therefore, whether conduct constitutes improper motive or means “necessarily depends on the attending circumstances, and must be evaluated on a case-by-case basis.” G.S. Enters., Inc. v. Falmouth Marine, Inc., 410 Mass. 262, 273 (1991).

Here, Shue's conduct plausibly indicates either improper motive or means. In the context of non-competition duties, merely alleging interference with a competitor's restrictive covenant “creates a presumption that [the defendant] had an improper motive.” inVentiv Health, 289 F. Supp. 3d at 284 (alteration in original) (quoting TalentBurst Inc., 567 F. Supp. 2d at 269). CTR alleges Shue coordinated with the other Defendants to found Integris, a company which, according to Shue's own attestation, competed in the same space as CTR. Compl. ¶ 73 (detailing how Shue “described the ‘general character of the business’ of Integris as ‘Executive search services for Board positions, C-suit executives, Vice Presidents, and strategic talent.’ ”). Shue's interference, in her capacity as an Integris employee, therefore constituted improper motive. Furthermore, the Integris Defendants allegedly used misappropriated CTR data to secure Bruker as a client and compete with CTR. Compl. ¶ 92. CTR alleges at least some of the misappropriated information was used during the June 4 and June 13 meetings, while Amari and Darienzo remained CTR employees. Id. As discussed infra Section III.A.5, the use of misappropriated information constitutes improper means. Neural Magic, Inc. v. Meta Platforms, Inc., 659 F. Supp. 3d 138, 186 (D. Mass. 2023) (“[M]isappropriation of confidential information can constitute improper means.” (quoting Biopoint, Inc. v. Dickhaut, 2021 WL 4311651, at *4 (D. Mass. Sept. 22, 2021))).

Defendants argue that CTR must prove more than circumstantial evidence to establish improper motive or means. Integris Memo. at 15. But, as with the second element, Plaintiff “is held to a less demanding standard at the motion to dismiss stage, ‘with a record yet to be fleshed out with evidence.’ ” Conformis, Inc. v. Aetna, Inc., 58 F.4th 517, 539 (1st Cir. 2023) (quoting Vázquez-Ramos v. Triple-S Salud, Inc., 55 F.4th 286, 297 (1st Cir. 2022)) (reversing dismissal of a tortious interference claim). The Court, “[g]iving due weight to the ‘cumulative effect’ of [CTR]’s factual averments,” finds the elements of tortious interference with contractual relations adequately pled. Id. (quoting Ocasio-Hernández v. Fortuño-Burset, 640 F.3d, 1, 14 (1st Cir. 2011)). Therefore, Defendants’ motion to dismiss Count VI is denied.

5. Tortious Interference with Advantageous Business Relations (Count VII)

CTR also sues all four Integris Defendants for tortious interference with advantageous business relations, including but not limited to, their Bruker and Kraft client relationships. Compl. ¶¶ 164–68. Under Massachusetts law, to prove tortious interference with advantageous business relations, CTR must allege “(1) [it] had an advantageous relationship with a third party ․; (2) the defendant knowingly induced a breaking of the relationship; (3) the defendant's interference with the relationship, in addition to being intentional, was improper in motive or means; and (4) [it] was harmed by the defendant's actions.” Blackstone v. Cashman, 448 Mass. 255, 260 (2007).⁴ Defendants’ arguments for dismissal closely mirror those raised under CTR's tortious interference with contractual relations claim. CTR failed, Defendants argue, to allege facts under the third element: “improper motive or means.”⁵ Integris Memo. at 16.

Based on Massachusetts courts’ broad interpretation of improper conduct, see supra Section III.A.4, CTR plausibly alleges Defendants utilized improper means.⁶ Amari, Darienzo, and Shue (acting in their capacities as Integris employees) allegedly used confidential information improperly exported to Darienzo's personal email to aid in their procurement of CTR's client relationships.⁷ Compl. ¶¶ 92–93. The use of confidential information to “obtain an unfair competitive advantage” and sever a competitor's business relations constitutes improper means. Edward P. Abely Co., Inc. v. Abely, 2025 WL 2300509, at *6 & n.3 (D. Mass. Aug. 8, 2025) (denying dismissal of tortious interference counterclaim where such claims were “predicated on [the] alleged use of [defendant's] confidential information to poach its clients.”); see also Optos, Inc. v. Topcon Med. Sys., Inc., 777 F. Supp. 2d 217, 241 (D. Mass. 2011) (granting preliminary injunction because plaintiff established a likelihood of success on the merits of a tortious interference claim where defendants allegedly used plaintiff's confidential customer list to poach customers); see also Neural Magic, Inc., 659 F. Supp. 3d at 186 (“[M]isappropriation of confidential information can constitute improper means.” (quoting Biopoint, Inc, 2021 WL 4311651, at *4)).⁸ Defendants’ motion to dismiss Count VII is therefore denied.

6. Unlawful and Deceptive Trade Practices (Count VIII)

CTR alleges the Integris Defendants engaged in unlawful and deceptive trade practices under Mass. Gen. Laws ch. 93A, § 11 (“Chapter 93A”). Compl. ¶¶ 169–175. Defendants move to dismiss on the grounds that (1) the “center of gravity” of the alleged conduct did not occur in Massachusetts, (2) the Chapter 93A claim is “wholly derivative” of CTR's other claims, and (3) Chapter 93A “does not apply to employer-employee disputes arising out of the employment relationship” and does not rise to the level of “actionable” conduct. Integris Memo. at 17–19. All three arguments are unavailing.

To properly plead a viable Chapter 93A claim, CTR must allege the unfair competition or deceptive act “occurred primarily and substantially” within Massachusetts. Jofran Sales, Inc. v. Watkins and Shepard Trucking, Inc., 216 F. Supp. 3d 206, 215 (D. Mass 2016). Put another way, the Court must determine if the “center of gravity” of the conduct occurred within Massachusetts. Kuwaiti Danish Comput. Co. v. Digit. Equip. Corp., 438 Mass. 459, 473 (2003). While this determination is “fact-intensive,” Evergreen Partnering Grp., Inc. v. Pactiv Corp., 2014 WL 304070, at *5 (D. Mass. Jan. 28, 2014), it is nevertheless “a question of law,” In re Pharm. Indus. Average Wholesale Price Litig., 582 F.3d 156, 194 (1st Cir. 2009). While a motion to dismiss is usually not “an appropriate vehicle” to challenge a Chapter 93A claim, at this stage, courts look to where the parties are located, where the harm occurred, and where an injury “manifests itself.” Guest-Tek Interactive Ent. Inc. v. Pullen, 731 F. Supp. 2d 80, 92 (D. Mass. 2010) (citing Workgroup Tech. Corp. v. MGM Grand Hotel, LLC, 246 F. Supp. 2d 102, 118 (D. Mass. 2003)).

CTR has alleged sufficient connections to Massachusetts to raise a factual dispute as to the “center of gravity.” Amari and Shue both worked in Massachusetts while at CTR, and Darienzo reported to Massachusetts-based Shue. Compl ¶ 55. Integris is registered to do business in Massachusetts. Id. ¶ 73. The allegedly misappropriated clients were all former clients of Massachusetts-based RMN. Id. ¶¶ 8, 172. Most critically, the two most noteworthy lost clients, Bruker and Kraft, are Massachusetts-based businesses. Id. ¶ 172. While additional facts may indicate Massachusetts was just one of many potential centers of gravity, at a minimum CTR has placed the overall relevance of the Commonwealth in dispute. Defendants’ citations to numerous summary judgment cases only reinforce the Court's determination that further fact development is necessary on this claim.⁹

Defendants make two other arguments for dismissal that merit brief attention. First, they assert that the Chapter 93A claim is “wholly derivative” of CTR's other claims which are “subject to dismissal.” Integris Memo. at 19. However, the Court has not dismissed all claims against the Integris Defendants. This argument therefore fails. Second, Defendants suggest that Chapter 93A “does not apply to employer-employee disputes arising out of the employment relationship.” Id. But Plaintiff's allegations include unfair and deceptive conduct that occurred after the Integris Defendants left CTR. Compl. ¶¶ 92–97. Furthermore, on this point, Massachusetts courts distinguish between run-of-the-mill employer-employee disputes and those involving misappropriation. Governo Law Firm LLC v. Bergeron, 487 Mass. 188, 195–96 (2021) (“Where an employee misappropriates his or her employer's proprietary materials during the course of employment and then uses the purloined materials in the marketplace, that conduct is not purely an internal matter; rather, it comprises a marketplace transaction that may give rise to a claim under [Chapter 93A].”).

Accordingly, CTR plausibly alleges unfair and deceptive conduct occurring primarily and substantially in Massachusetts in violation of Chapter 93A. Defendants’ motion to dismiss Count VIII is denied.

7. Civil Conspiracy (Count XII)

For its final claim against the Integris Defendants, CTR alleges the foregoing facts amount to a civil conspiracy between “Integris, Shue, Darienzo, and Amari, on one hand, and RMN and Nephew, on the other hand.” Compl. ¶¶ 194–98. Defendants move for dismissal, first arguing that CTR fails to allege facts showing the Integris Defendants entered into an agreement with Nephew and RMN. Integris Memo. at 20. Defendants also argue that “the absence of any viable claim in tort” dooms the civil conspiracy claim. Id. at 21.

CTR brings their claim under one of two types of civil conspiracy recognized in Massachusetts. Integris Opp. at 19 (describing CTR's civil conspiracy claim as consistent with section 876 of the Restatement (Second) of Torts (“Section 876”)); see also Taylor v. Am. Chemistry Council, 576 F.3d 16, 34 (1st Cir. 2009) (“Massachusetts recognizes two types of civil conspiracy, so-called ‘true conspiracy’ and conspiracy based on [Section 876].”). Section 876 civil conspiracy claims can be brought under two separate theories of liability: “concerted action” or “substantial assistance.” Taylor, 576 F.3d at 35 (citing Maruho Co., Ltd. v. Miles, Inc., 13 F.3d 6, 9 (1st Cir. 1993)). CTR proceeds under the “concert of action” theory, Integris Opp. at 19, which requires two elements: (1) a “common design or an agreement, although not necessarily express, between two or more persons to do a wrongful act,” and (2) “proof of some tortious act in furtherance of the agreement.” Ward v. Schaefer, 2021 WL 1178291, at *31 (D. Mass. Mar. 29, 2021) (quoting Aetna Cas. Sur. Co. v. P & B Autobody, 45 F.3d 1546, 1564 (1st Cir. 1994)).¹⁰

Contrary to Defendants’ arguments, CTR plausibly alleges both elements. As to the first element, the alleged agreement “need not be express,” and the factfinder may “properly draw [a]n inference of an implied agreement ․ from the conduct of two or more parties.” Maroney as Tr. of Premiere Realty Tr. v. Fiorentini, 673 F. Supp. 3d 30, 61 (D. Mass. 2023); see also Kyte v. Philip Morris Inc., 408 Mass. 162, 167 (1990) (“[A]n inference of an implied agreement [can] be properly drawn from the conduct of two or more parties.”). Here, CTR's factual allegations plausibly allege an agreement, albeit implied, between the Integris Defendants and Nephew.¹¹ In March 2024, Nephew exchanged text messages with Darienzo regarding the plans to found Integris. Compl. ¶ 60. Nephew “confirmed to CTR that he was in close contact with Shue, Amari, and Darienzo” and that he “offer[ed] to serve as a conduit between CTR and Integris for the purpose of closing out open searches.” Id. ¶ 106. Nephew engaged in frequent phone calls with the Integris Defendants and “repeatedly provided leads, introductions, and candidate information to Amari and Darienzo while they were still CTR employees.” Id. ¶¶ 107–08. Nephew contacted prospective Integris clients while Amari and Darienzo were still CTR employees, even referring to the Integris operation in joint terms. Id. ¶¶ 110–13 (quoting text between Nephew and a prospective client stating “Denise and team have resigned and are in business. We are ready to go if you are in need of our services.” (emphasis added)). Nephew continued to reach out to prospective candidates and clients “despite his contractual obligations to CTR.” Id. ¶ 116. All told, these allegations imply an agreement between Nephew and the Integris Defendants to found Integris and convert CTR clients despite contractual and fiduciary obligations.¹² Defendants’ motion to dismiss Count XII is therefore denied.

B. Claims Against Robert Nephew

CTR brings six claims against Nephew: breach of contract (Count III), Compl. ¶¶ 142–49; breach of the implied covenant of good faith and fair dealing (Count IV), id. ¶¶ 150–53; tortious interference with advantageous business relations (Count VII), id. ¶¶ 164–68; unlawful and deceptive trade practices (Count IX), id. ¶¶ 176–82; conversion (Count XI), id. ¶¶ 189–93; and civil conspiracy (Count XII), id. ¶¶ 194–198. Nephew has moved to dismiss all counts. See generally Dkt. 40 (“Nephew Memo.”); Dkt. 46 (“Nephew Opp.”). The Court addresses each claim in turn.

1. Breach of Contract (Count III)

CTR alleges Nephew breached the agreements he signed during the sale of RMN's assets, the Non-Competition Agreement and Employment Agreement, in two ways: (1) by competing with CTR during the restrictive period outlined in the Non-Competition Agreement and (2) by failing to properly handle CTR's property and confidential information per the Employment Agreement. Compl. ¶¶ 142–49. Arguing for dismissal, Nephew claims (1) his actions were outside the restrictive period, Nephew Memo. at 10, and (2) he did return all of CTR's property and confidential information, id. at 13–14.

The Court begins with the Non-Competition Agreement. The Non-Competition Agreement prohibited Nephew from competing against CTR “[d]uring employment” and “for one year thereafter ․ however the employment ends.” Compl. ¶ 26. The gravamen of Nephew's argument for dismissal is that his employment with CTR ended on October 31, 2022, meaning the restrictive period lasted only until October 31, 2023. Nephew Memo. at 10. But CTR alleges facts indicating Nephew was employed longer, until November 3, 2023, see Compl. ¶ 33, extending the restrictive period to encompass Nephew's alleged competition. Nephew continued to be paid by CTR, albeit variably, throughout 2023, and he maintained participation in the CTR employee benefits program until October 31, 2023. Id. ¶¶ 32, 42. A contact entry on Nephew's phone indicated his “last day with CTR” was November 3, 2023. Id. ¶ 41.

The parties’ dueling contentions about Nephew's departure date and his precise employment status are plainly factual disputes, which are unsuited to resolution at the motion to dismiss stage. Stratus Techs. Berm. Ltd. v. EnStratus Networks, LLC, 795 F. Supp. 2d 166, 169 (D. Mass. 2011) (“While defendant disputes many of the complaint's factual allegations, factual disputes cannot be resolved with a motion to dismiss.”); see also Peixoto v. Russo, 2016 WL 7410774, at *3 (“[A] motion to dismiss is not the place to resolve factual disagreements and make credibility determinations.” (internal quotation marks omitted)). At the motion to dismiss stage, the Court must “take all of [CTR's] allegations as true and treat the final date of [Nephew's] employment” as the date alleged. LeGoff v. Trs. of Bos. Univ., 23 F. Supp. 2d 120, 125 (D. Mass. 1998). “Such crucial factual disputes are best reserved for summary judgment or trial, not prematurely disposed of.” Id.

Accordingly, the Court must treat Nephew's restrictive period as running until at least November 2024, and the facts thus plausibly allege breach of the Non-Competition Agreement.¹³ CTR alleges Nephew provided consistent support to the Integris Defendants as they built their new firm. In March 2024, Nephew exchanged text messages with Darienzo regarding the plans to found Integris. Compl. ¶ 60. Nephew “confirmed to CTR that he was in close contact with Shue, Amari, and Darienzo” and that he “offer[ed] to serve as a conduit between CTR and Integris for the purpose of closing out open searches.” Id. ¶ 106. Nephew “repeatedly provided leads, introductions, and candidate information to Amari and Darienzo while they were still CTR employees.” Id. ¶¶ 107–08. In addition, while still bound by the terms of the Non-Competition Agreement, Nephew reached out to prospective clients and candidates on behalf of Integris. Id. ¶¶ 116. He even referred to the Integris Defendants and himself in joint terms. Id. ¶ 112 (quoting text between Nephew and a prospective client stating “[Amari] and team have resigned and are in business. We are ready to go if you are in need of our services.” (emphasis added)). As alleged, these actions violated Nephew's obligation to “not, directly or indirectly ․ perform the same or similar services as Nephew performed for [CTR] ․ for any business providing executive search consulting and services in the states in which [CTR] operates the Business.” Id. ¶ 26. CTR therefore plausibly alleges breach of the Non-Competition Agreement.

The Court next turns to the Employment Agreement. Under the Employment Agreement, Nephew was obligated to, “if requested by CTR at any time, ․ return to CTR all property and Confidential Information ․ without retaining any copies or duplicates of the Confidential Information.” Dkt. 34-1 at 5; see also Compl. ¶ 147. CTR alleges Nephew's factory reset of his company-issued laptop, copy of the laptop contents, and deletion of messages off of his company-issued iPhone breached this provision. Compl. ¶¶ 129–31. Nephew argues that he did ultimately return the laptop and iPhone, and the Second Amended Complaint “is devoid of any allegations” that the laptop or iPhone contents were confidential information as defined in the Employment Agreement. Nephew Memo. at 14.

CTR has the better of the argument. The Employment Agreement prohibits the retention of copies or duplicates of confidential information. Dkt. 34-1 at 5. Confidential information in the Employment Agreement includes “information regarding CTR's customers contracts, bids and proposals for work, finances and marketing strategy, operations, performance, costs, pricing, estimating procedures, technical data, and all other business information that CTR keeps confidential and that is not generally available to the public by legitimate means.” Id. CTR alleges “Nephew frequently used his iPhone for business purposes, including communicating with clients, candidates, and business development targets by text message.” Compl. ¶ 131. It is therefore a reasonable inference that Nephew, a senior partner, had confidential client information on his devices.¹⁴ Bannon v. Godin, 2020 WL 7230902, at *2 n.1 (D. Mass. Dec. 8, 2020) (“At the risk of repetition, on a motion to dismiss, the court must accept plaintiff's well-pled factual allegations as true and make all reasonable inferences in plaintiff's favor.”). By alleging Nephew copied the laptop contents and uploaded the iPhone contents “to the cloud,” CTR has plausibly alleged Nephew copied confidential information in breach of the Employment Agreement.¹⁵ Compl. ¶ 130. Nephew's motion to dismiss Count III is therefore denied.

2. Breach of the Implied Covenant of Good Faith and Fair Dealing (Count IV)

CTR alleges Nephew also breached the implied covenant of good faith and fair dealing. Compl. ¶¶ 150–153. Nephew moves to dismiss, arguing that CTR fails to allege breach of either the Non-Competition Agreement or Employment Agreement and that CTR fails to plead that Nephew “unfairly leverag[ed] contract terms for undue economic advantage.” Nephew Memo. at 14–15. Nephew misstates the law, and CTR plausibly pleads breach of the implied covenant.

The Court has already outlined the contours of a claim for a breach of the implied covenant of good faith and fair dealing. See supra Section III.A.2. Nephew contends that a breach of the implied covenant requires CTR to also plead that he “unfairly leverag[ed] contract terms for undue economic advantage.” Nephew Memo. at 14–15 (citing Christensen v. Kingston Sch. Comm., 360 F. Supp. 2d 212, 229 (D. Mass. 2005)). But that is only part of what the court in Christensen said. While unfair leverage is certainly one possible way to plead breach of the implied covenant, CTR may also allege “conduct taken in bad faith ․ to deprive a party of the fruits of labor already substantially earned.” Christensen, 360 F. Supp. 2d at 226; see also Chockel, 449 Mass. at 276 (“A breach occurs when one party violates the reasonable expectations of the other.”).

The remainder of Nephew's argument mostly recites his arguments against the breach of contract claims. Nephew Memo. at 15–17 (“[N]one of Nephew's conduct that CTR sets out in the Second Amended Complaint effectively alleges that Nephew violated the [Non-Competition Agreement].”). These assertions do not get to the crux of CTR's implied covenant claims, which relate to Nephew's violation of CTR's “reasonable expectations” as set forth in the Non-Competition Agreement and the Employment Agreement.¹⁶ CTR outlined their reasonable expectations under the contracts in the Second Amended Complaint. The Non-Competition Agreement and Employment Agreement were executed “[t]o protect the value of RMN's goodwill” and CTR allegedly would not have purchased RMN's assets without Nephew's assurances he would “remain bound by enforceable restrictive covenants.” Compl. ¶¶ 21–22. As alleged, Nephew knowingly assisted in the founding of a rival firm that converted the very client relationships CTR purchased from RMN. Rohm and Haas Elec. Materials, 759 F. Supp. 2d at 123 (D. Mass. 2010) (identifying “conscious wrongdoing” as an example of “bad faith”). Furthermore, Nephew allegedly deleted certain messages from his iPhone and performed a factory reset on his company-issued laptop in contravention of his obligations under the Employment Agreement. Compl. ¶¶ 128–32. Accepting these allegations as true, CTR plausibly states a claim for breach of the implied covenant of good faith and fair dealing. Nephew's motion to dismiss Count IV is denied.

3. Tortious Interference with Advantageous Business Relations (Count VII)

CTR raises the same claim for tortious interference with advantageous business relations against Nephew as it does for the Integris Defendants. Id. ¶¶ 164–68. As to Nephew, however, the crux of CTR's allegation is that Nephew “aided and abetted the Integris partners’ misappropriation of CTR opportunities.” Id. ¶ 105; see also ¶¶ 125, 152, 178. Like the Integris Defendants, Nephew argues that CTR has failed to allege “improper means or motive.” Nephew Memo. at 18. Nephew also argues CTR fails to raise sufficient facts for aiding and abetting liability. Id. at 16.

CTR fails to plead improper means or motive by Nephew. The Court already outlined the elements of a claim for tortious interference with advantageous business relations. See supra Section III.A.5. Beginning with improper motive, CTR fails to allege facts sufficient to indicate Nephew acted out of retaliation or bore “ill will toward the [P]laintiff.” Ayyadurai v. Floor64, Inc., 270 F. Supp. 3d 343, 369 (D. Mass. 2017). Nor does the Second Amended Complaint contain facts suggesting Nephew exhibited “malice” or had a “malignant purpose.” Hamann, 937 F.3d at 90. Therefore, improper motive is not properly alleged. Turning next to improper means, Plaintiffs also fail to allege Nephew violated any statutory provisions of common law precepts. Fountain v. City of Methuen, 630 F. Supp. 3d 298, 317 (D. Mass. 2022) (defining typical forms of improper means as violations of statutes or common law).¹⁷ Yes, CTR plausibly alleges Nephew breached the Non-Competition Agreement and Employment Agreement, see generally Section III.B.1, but mere breach of contract is insufficient to constitute improper means. Insurative Premium Fin., 2012 WL 7802432, at *9 (“If breach of the ․ contract were treated as improper means which overrides the lack of motive to interfere in the incidental relations between [parties], then the interference tort becomes boundless and only rarely would the breach of a commercial contract fail to be a tort as well.” (quoting favorably K & K Mgmt., Inc. v. Lee, 316 Md. 137, 169–70 (1989)).

However, while CTR did not plead that Nephew directly tortiously interfered, CTR pleads sufficient facts to allege Nephew aided and abetted the Integris Defendants in their tortious interference with CTR's advantageous business relations. Under Massachusetts law, to establish aiding and abetting liability for tortious conduct, the CTR must allege “(1) that [Integris Defendants] committed the relevant tort; (2) that [Nephew] knew [they were] committing the tort; and (3) that [Nephew] actively participated in or substantially assisted in [their] commission of the tort.” Go-Best Assets Ltd. v. Citizens Bank of Mass., 463 Mass. 50, 64 (2012) (citing Arcidi v. Nat'l Ass'n of Gov't Emps., 447 Mass. 616, 623–24 (2006)).

All three elements are alleged in the Second Amended Complaint. As discussed above, see supra Section III.A.5, CTR plausibly alleges the Integris Defendants committed tortious interference with advantageous business relations. As to the second and third elements, knowledge and assistance, Nephew's arguments, see Nephew Memo. at 16 (“CTR does not assert that Nephew knew, or even believed, that Ms. Darienzo and Ms. Amari were then acting in their capacity as anything other than CTR employees.”), do not square with the allegations in the Second Amended Complaint. As early as 2023, Nephew exchanged text messaged with Darienzo regarding the “new business venture that [Darienzo], Amari, and Shue had been planning.” Compl. ¶ 60. CTR alleges Nephew knew the Integris Defendants were preparing to leave CTR and “offer[ed] to serve as a conduit between CTR and Integris for the purpose of closing out open searches.” Compl. ¶ 106. After Darienzo and Amari left CTR, Nephew coordinated with them and Shue to “pursue[ ] executive search opportunities with companies that had previously been clients or business contacts of CTR.” Id. ¶ 121. The facts as alleged plausibly suggest Nephew knew about the Integris Defendant's efforts to divert CTR clients and provided continued support and assistance. Therefore, to the extent it alleges aiding and abetting liability, Nephew's motion to dismiss Count VII is denied.

4. Unlawful and Deceptive Trade Practices (Count IX)

CTR alleges Nephew engaged in “unfair or deceptive practices” under Chapter 93A through his assistance to the Integris Defendants “by way of his breach of his post-employment restrictive covenants.” Compl. ¶¶ 169–175. Under Chapter 93A, an unfair or deceptive practice is “best discerned from the circumstances.” Cynosure, LLC v. Reveal Lasers LLC, 793 F. Supp. 3d 315, 347 (D. Mass. 2025) (quoting Anoush Cab, Inc. v. Uber Techs., Inc., 8 F.4th 1, 17 (1st Cir. 2021)). To determine if a practice is unfair, the Court considers “whether the conduct: (1) is within at least the penumbra of some common-law, statutory, or other established concept of unfairness; (2) is immoral, unethical, oppressive, or unscrupulous; and (3) causes substantial injury to consumers or other businesses.” Schuster v. Wynn Ma, LLC, 118 F.4th 30, 39 (1st Cir. 2024) (internal quotation marks omitted). While the “simple fact that a party knowingly breached a contract” is generally insufficient to support such a claim, “[i]t is well established that a breach of contract can lead to a violation of Chapter 93A.” Ahern v. Scholz, 85 F.3d 774, 798 (1st Cir. 1996) (noting conduct “in disregard of known contractual arrangements” and “intended to secure benefits for the breaching party” may constitute an unfair act or practice).

Nephew disputes this claim only to the extent that he argues CTR failed to allege a “deceptive practice[ ],” but makes no argument as to “unfair practice.” Nephew Memo. 18–19. Massachusetts courts view these two types of improper practices as distinct, thus, the Court need not resolve this dispute because the Court concludes the Second Amended Complaint plausibly alleges unfair practices. See, Schuster, 118 F.4th at 39–44 (analyzing alleged unfair practices and deceptive practices separately).

Here, CTR alleges that Nephew breached of at least two contracts (the Non-Competition Agreement and Employment Agreement) in service of Nephew's aiding and abetting the Integris Defendants’ tortious interference with advantageous business relations. The consequences of these actions, CTR alleges, include the depletion of “the entire RMN ․ business.” Compl. ¶ 126 (emphasis in original); see supra Section III.B.3. At this stage, reading the Second Amended Complaint in the light most favorable to CTR, the elements of an unfair practice under Chapter 93A have been alleged. Nephew's motion to dismiss Count IX is therefore denied.

5. Conversion (Count XI)

CTR also asserts a claim for conversion against Nephew for “intentionally and unjustifiably exercis[ing] dominion and control over the [company-issued] iPhone without authorization following April 23, 2025, when CTR demanded its immediate return.” Compl. ¶¶ 189–93. CTR additionally argues that it suffered damages “because data on the iPhone was deleted before it was returned.” Id. ¶ 192. Nephew, arguing for dismissal, says that he “returned ․ [the] iPhone to CTR, as well as the overwhelming majority of the content on the iPhone.” Nephew Memo. at 17.

A claim of conversion has four elements under Massachusetts law: “(1) the defendant intentionally and wrongfully exercised control or dominion over the personal property; (2) the plaintiff had an ownership or possessory interest in the property at the time of the alleged conversion; (3) the plaintiff was damaged by the defendant's conduct; and (4) if the defendant legitimately acquired possession of the property under a good-faith claim of right, the plaintiff's demand for its return was refused.” Unum Grp. v. Loftus, 220 F. Supp. 3d 143, 148 (D. Mass. 2016) (quoting United States v. Peabody Const. Co., 392 F. Supp. 2d 36, 37 (D. Mass. 2005)). Nephew disputes only the first and fourth elements, arguing first that CTR fails to substantiate its allegation that the contents of the iPhone belonged to it and secondly, that he ultimately returned the iPhone.

As to Nephew's first defense, CTR asserts the iPhone, “including all of the data on the device, is the property of CTR.” Compl. ¶ 190. As a preliminary matter, intangible electronically stored information can be converted. See e.g., Network Sys. Architects Corp. v. Dimitruk, 2007 WL 4442349, at *10 (Mass. Sup. Ct. Dec 6, 2007) (allowing a claim of conversion based on electronic data); see also Children's Hosp., Corp. v. Cakir, 2017 WL 4012661, at *4 (D. Mass. Sept. 12, 2007) (“Just as [defendant] would be liable for conversion, as [plaintiff] analogizes, if he had taken a book from [plaintiff], ripped out pages, and then returned the book, so he is similarly liable for conversion because he took the [l]aptop from [plaintiff], deleted data from it, and then returned the [l]aptop.”). Further, whether the contents of the iPhone were actually CTR's property is a factual dispute not proper for resolution at the motion to dismiss stage. Here, the Court must assume the factual allegations as pled are true. Joyce v. Upper Crust, LLC, 2012 WL 3028459, at *1 (“[A] motion to dismiss ‘is neither the time nor the place to resolve the factual disputes between the parties.’ ” (quoting Haley v. City of Bos., 657 F. 3d 39, 52 (1st Cir. 2011))).

Secondly, Nephew's belated return of the iPhone two months after CTR's demand still constitutes conversion. “[A] claim for conversion will still lie if the plaintiff demands return of the property and the defendant refuses.” Sazerac Comp., Inc. v. Smith, 2015 WL 12697651, at *5 (D. Mass. Mar. 6, 2015); see also Turner v. Hubbard Sys., Inc., 153 F. Supp. 3d 493, 494 (D. Mass. 2015) (“In a conversion action, ‘[t]he [rightful] owner is not bound to accept a return of his property, but if he retakes it he may recover as damages the difference between the value of the property when converted and when returned, plus damages for loss of use during the period of wrongful detention.’ ” (quoting George v. Coolidge Bank & Tr. Co., 360 Mass. 635, 641 (1971)). Here, CTR demanded Nephew return the iPhone and for nearly two months he refused to do so, despite returning the laptop a month earlier. Compl. ¶¶ 128–29.

CTR therefore alleges a plausible claim for conversion, and Nephew's motion to dismiss Count XI is denied.

6. Civil Conspiracy (Count XII)

Nephew separately moves to dismiss the civil conspiracy claim on the grounds that CTR fails to allege Nephew committed a tort. Nephew Memo. at 19. But, to plausibly state a claim for civil conspiracy, CTR need not allege that each individual member of the conspiracy committed a tort; they must simply “demonstrate the commission of an underlying tort.” Finamore v. Piader, 618 F. Supp. 3d 23, 30 (D. Mass 2022) (citing Thomas v. Harrington, 909 F.3d 483, 490 (1st Cir. 2018)). CTR has plausibly alleged an implied agreement between Nephew and the Integris Defendants, Nephew's support and assistance, and that the Integris Defendants committed a tort. See supra Section III.A.7. For this reason—and for substantially the same reasons articulated in Section III.A.7—Nephew's motion to dismiss Count XII is denied.

C. Claims Against RMN

CTR also brings three claims against RMN: tortious interference with advantageous business relations (Count VII), Compl. ¶¶ 164–168; unjust enrichment (Count X), id. ¶¶ 183–188; and civil conspiracy (Count XII), id. ¶¶ 194–198. RMN has moved to dismiss all counts. See generally Dkt. 38 (“RMN Memo.”); Dkt. 47 (“RMN Opp.”); Dkt. 51 (“RMN Reply”). The Court addresses each claim against RMN in turn.

1. Tortious Interference with Advantageous Business Relations (Count VII)

CTR alleges that RMN, along with the other Defendants, “knowingly and intentionally induced and procured the impairment of the contractual and advantageous business relationships between CTR, on one hand, and Bruker and Kraft, on the other hand.” Compl. ¶ 166. RMN argues that CTR has not sufficiently pled that (1) RMN itself took any action, or (2) RMN acted through Nephew, its agent. RMN Memo. at 6.

Having already outlined the pleading requirements for tortious interference with advantageous business relations, see supra Section II.A.5, the Court turns to the unique aspects of CTR's claim against RMN. RMN is a single-member LLC, which sold “substantially all” of its assets almost three years before the alleged tortious interference took place. Compl. ¶ 19. As a corporate entity, RMN cannot “act” in the traditional sense, but may do so through its agents. Restuccia v. H&R Block Tax Servs. LLC, 2021 WL 4658734, at *7 n.13 (D. Mass. Oct. 7, 2021) (“It is axiomatic law that a corporation is a creature of the law that can only act through its agents.” (internal quotation marks omitted) (citing In re Gannon, 598 B.R. 72, 81 (Bankr. D. Mass. 2019))). Therefore, RMN may only be liable for tortious interference vicariously through the actions of its agent, Nephew.

For Nephew's conduct to also implicate RMN, Massachusetts agency law requires CTR to allege that Nephew, RMN's agent, was acting on behalf of RMN. Platten v. HG Berm. Exempted Ltd., 437 F.3d 118, 130 (1st Cir. 2006) (emphasizing that the acts of natural persons can only be imputed to corporations where the person has “been vested with the authority to act on behalf of the corporation in the sphere of corporate business in which he commits the [alleged wrongful] act.” (internal quotation marks omitted) (citing Commonwealth v. Beneficial Fin. Co., 360 Mass. 188, 270 (1971))). CTR, on the other hand, seems to suggest that any action taken by Nephew should be imputed to his principal, RMN.¹⁸ RMN Opp. at 7 (“Thus, where the [Second Amended Complaint] alleges that Nephew knew of CTR's client relationships, intentionally interfered with them, and did so through RMN-originated goodwill and business relationships, those allegations necessarily and plausibly allege RMN's own knowledge and participation.”). That argument betrays basic principles of agency law.¹⁹ To avoid dismissal, CTR must allege facts to suggest that Nephew was acting “within the scope of his employment and on the corporation's behalf,” not just that RMN had knowledge of his acts. Fine v. Sovereign Bank, 634 F. Supp. 2d 126, 139 (D. Mass. 2008). The Second Amended Complaint fails to allege any facts to suggest that Nephew “was acting in the capacity and within the authority of his position[ ]” at RMN “when he allegedly ‘interfered’ ” with CTR's business relations. Platten, 437 F.3d at 130 (quoting Stoneman v. Fox Film Corp., 295 Mass. 419 (1936)). Without more, CTR's claim for tortious interference against RMN cannot stand.²⁰ Therefore, Count VII as it relates to RMN is dismissed.

2. Unjust Enrichment (Count X)

CTR sues RMN—and only RMN—for unjust enrichment, arising out of the 2021 purchase of its RMN's assets. Compl. ¶¶ 183–188. CTR alleges that “[a]s a result of Nephew's breaches of contract ․ CTR was deprived of the benefit of its bargain with RMN” and therefore “it would be inequitable for RMN to retain the consideration paid by CTR for RMN's book of business and other assets.” Compl. ¶¶ 187–188. RMN makes two arguments against the unjust enrichment claim. First, it asserts that CTR was not deprived of the benefit of its bargain with RMN, because “CTR admits that [it] earned revenue from at least two of RMN's customer relationships it acquired.” RMN Memo. at 8. Additionally, RMN argues CTR may not plead unjust enrichment as an alternative to its breach of contract claims because CTR does not raise a breach of contract claim against RMN. RMN Reply at 4–5.

“Unjust enrichment is defined as retention of money or property of another against the fundamental principles of justice or equity and good conscience.” Tomasella v. Nestlé USA, Inc., 962 F.3d 60, 82 (1st Cir. 2020) (cleaned up) (applying Massachusetts law). To state a claim for unjust enrichment, CTR must allege “(1) a benefit conferred upon the defendant by the plaintiff; (2) an appreciation or knowledge of the benefit by the defendant; and (3) the acceptance or retention of the benefit by the defendant under circumstances which make such acceptance or retention inequitable.” Stevens v. Thacker, 550 F. Supp. 2d 161, 165 (D. Mass. 2008). The third element, inequitable acceptance or retention, requires allegations of “some injustice.” Id. Massachusetts courts “emphasize the primacy of equitable concerns in a finding of unjust enrichment.” Mass. Eye and Ear Infirmary v. QLT Phototherapeutics, Inc., 552 F.3d 47, 57 (1st Cir. 2009). “Unjustness is ‘a quality that turns on the reasonable expectations of the parties.’ ” Durbeck v. Suffolk Univ., 547 F. Supp. 3d 133, 150 (D. Mass. 2021) (quoting Metro. Life Ins. Co. v. Cotter, 464 Mass. 623, 644 (2013)). A contractual relationship between the parties is not required to recover for unjust enrichment. Greenwald v. Chase Manhattan Mortg. Corp., 241 F.3d. 76, 78 n.1 (1st Cir. 2001).

Here, CTR fails to plead facts suggesting that RMN itself engaged in activities amounting to injustice. RMN sold its assets and goodwill in 2021 for roughly $1 million.²¹ Compl. ¶ 1. CTR alleges that “it did not receive the goodwill it purchased because RMN's principal diverted that goodwill.” RMN Opp. at 11. But as explained above, CTR has not pled facts to support the conclusion that Nephew was acting as an agent of RMN as required for its claims against RMN. See supra Section III.C.1. While CTR has successfully pled facts to suggest Nephew breached his contract, there are no RMN-specific allegations tying this conduct to RMN. RMN's retention of the sale price is therefore not plausibly unjust. RMN's motion to dismiss Count XI is granted.

3. Civil Conspiracy (Count XII)

Finally, CTR alleges RMN also participated in the civil conspiracy with the Integris Defendants and Nephew. Compl. ¶¶ 194–198. RMN argues that CTR alleges no RMN-specific conduct that would implicate it within the larger conspiracy.

The Court has already addressed the requirements to plead civil conspiracy. See supra Section III.A.7. At the pleading stage, CTR need only allege that a defendant “acted in concert pursuant to a common design” or “provided substantial assistance to the tortfeasor.” Thomas, 909 F.3d at 490. In its opposition, CTR emphasizes it “alleged that RMN knowingly assisted, encouraged, and participated with Nephew ․ in a coordinated plan to misappropriate CTR's goodwill and interfere with its business relationships.” RMN Opp. at 11 (citing Compl. ¶¶ 105–127, 195–198). But none of the cited paragraphs in the complaint present facts that plausibly allege that RMN “knowingly assisted, encouraged, [or] participated with Nephew.” Id. (emphasis added). The Second Amended Complaint details Nephew's alleged assistance to the Integris Defendants, but does not connect Nephew's actions to RMN in any capacity. Compl. ¶¶ 105–127

CTR also suggests that dismissing the civil conspiracy claim against RMN would “effectively immunize single-member entities from conspiracy or concerted-action liability whenever their principals act through overlapping personal and entity capacities.” RMN Opp. at 12. But, as noted in Section II.C.1, CTR does not allege Nephew was acting “through overlapping personal and entity capacities.” Id. Without more, CTR fails to plausibly plead that RMN was a participant in the alleged conspiracy. Therefore, Count XII as it relates to RMN is dismissed.

IV. Conclusion

For the foregoing reasons, the Court GRANTS RMN's motion to dismiss and DENIES both Nephew's motion to dismiss and the Integris Defendants’ motion to dismiss.

So Ordered.

FOOTNOTES

1.   The RMN book of business and Nephew's related work for CTR were “carried out under the trade name RMN Electi, which established continuity” between the old-RMN and CTR. Compl. ¶ 20.

2.   Nephew did not file a reply.

3.   Defendant's do not appear to dispute that Amari, a “partner,” occupied a position of trust and confidence. Compl. ¶ 51.

4.   The difference between tortious interference of contractual relations and tortious interference with advantageous business relations is subtle and can “cause[ ] some initial confusion.” Hamann, 937 F.3d at 92; see also Hunt v. Prelude Rsch., Inc., 2025 WL 2785015, at *4 (describing the two torts as “similar—but distinct”); Coyle v. Kittredge Ins. Agency, Inc., 2014 WL 1330859, at *9 (noting the elements of the two torts are “substantially similar”). Massachusetts courts admit they “have not consistently distinguished between the two torts.” Geltman, 406 Mass. at 815 n.6. The First Circuit has recently suggested that one is a mere subtype of the other. Hamann, 937 F.3d at 92 (“[T]he tort of interference with an advantageous business relationship apparently includes within its ambit the tort of wrongful interference with an existing contract.”). Even still, one key distinction can be drawn: the existence of a contract. Comeau v. Town of Webster, Mass., 881 F. Supp. 2d 177, 190 (D. Mass 2012) (“[T]he notable difference between the two torts is the existence of a contract.”). Unlike in its tortious interference with contractual relations claim against Shue and Integris, CTR does not identify a relevant contract for this claim.

5.   Defendants do not dispute that CTR satisfies the other three elements.

6.   “The same knowledge and improper means that are required to prove a claim for interference with an existing contract are also required to prove a claim for interference with a prospective or advantageous business relationship.” Holmes Prods. Corp. v. Dana Lighting, Inc., 958 F. Supp. 27, 32 (D. Mass. 1997) (collecting cases).

7.   Courts have interpreted “advantageous business relationships” broadly to include relationships with customers or clients. Advance Dx, Inc. v. YourBio Health, Inc., 753 F. Supp. 3d 53, 69 (D. Mass. 2024) (finding an advantageous business relationship “due to the presence of [plaintiff]’s business relationships with its existing customers); see also Singh v. BlueCross/Blue Shield of Mass., Inc., 308 F.3d 25, 48 (1st Cir. 2002) (noting that plaintiffs must allege “a specific business relationship that was interfered with by [defendant]”). Here, CTR had lucrative, years-long relationships with Bruker and Kraft, along with other former RMN clients, Compl. ¶¶ 94, 100–01, which thus constitutes advantageous business relationships.

8.   Misappropriation of confidential information, while the most obvious example of improper means in this case, is not the only alleged use of improper means. “For purposes of the tortious interference cause of action, ‘improper means’ may consist of a violation of a statute or common law precept.” Insurative Premium Fin. (Jersey) Ltd. v. Deutsche Bank Secs., Inc., 2012 WL 7802432, at *9 (D. Mass. Dec. 18, 2012) (citing Kurker v. Hill, 44 Mass. App. Ct. 184, 192 (1998)) (noting that a breach of fiduciary duty can constitute improper means). Here there are also plausible allegations that Amari and Darienzo breached their fiduciary duty of loyalty. See supra Section III.A.3.

9.   See Integris Memo. at 18 (first citing Sonoran Scanners, Inc. v. Perkinelmer, Inc., 585 F.3d 535 (1st Cir. 2009) (reversing denial of summary judgment); then citing Shyhook Wireless, Inc. v. Google Inc., 86 Mass. App. Ct. 611 (2014) (affirming grant of summary judgment)); see also Integris Reply at 6–7 (citing AECOM Tech. Servs. Inc. v. Mallinckrodt LLC, 117 F. Supp. 3d 98 (D. Mass. 2015) (granting summary judgment); then citing Spring Inv. Servs., Inc. v. Carrington Cap. Mgmt., LLC, 2013 WL 1703890 (D. Mass. Apr. 18, 2013) (granting summary judgment); and then citing Central Mass. Television, Inc. v. Amplicon, Inc., 930 F. Supp. 16 (D. Mass. 1996) (granting summary judgment)).

10.   CTR also notes the Second Amended Complaint “also alleges substantial assistance as an independent basis for conspiracy liability.” Integris Opp. at 20. That claim also contains two elements: (1) the defendant must have given “substantial assistance or encouragement,” (2) to a party engaging in tortious conduct. Taylor, 576 F.3d at 35. Because the Court concludes that the allegations under the concerted action theory are sufficient to survive a motion to dismiss, it need not and does not address this additional argument.

11.   The Court addresses separate issues regarding the civil conspiracy allegation levied against RMN below. See infra Section III.C.3.

12.   Under the second element, Defendants also briefly allege the “absence of any viable claim in tort.” Integris Memo. at 21. The Court, having already found plausible allegations for tortious interference in advantageous business relations, see generally Section III.A.5, therefore finds the second element met.

13.   November 2024, being one year after Nephew's alleged November 2023 departure. The Court notes that the facts may ultimately show the restrictive period ran even later. The Non-Competition Agreement included a provision extending the restrictive period “for a period of time equivalent to the time that Nephew was in breach.” Compl. ¶¶ 26, 125. Therefore, under the terms of the Non-Competition Agreement, if Nephew is found to have breached the agreement, the total period of time in which Nephew was in breach would be added to extend the restrictive period beyond November 2024.

14.   The Second Amended Complaint also includes allegations that Nephew made it difficult for CTR to determine the contents of the laptop because he induced a factory reset. Compl. ¶ 129.

15.   “The cloud” refers to a “virtual platform[ ] where content resides remotely on a distant server.” WPIX, Inc. v. ivi, Inc., 691 F.3d 275, 280 (2d Cir. 2012); see also U.S. v. Cotterman, 709 F.3d 952, 965 (9th Cir. 2013) (“In the “cloud,” a user's data, including the same kind of highly sensitive data one would have in “papers” at home, is held on remote servers rather than on the device itself.”).

16.   CTR also alleges breach of the implied covenant via the asset purchase agreement. Compl. ¶ 152. But CTR does not provide the asset purchase agreement or allege Nephew was even a party to that agreement. Absent additional allegations, the Court cannot conclude Nephew breached of the implied covenant as it relates to the asset purchase agreement. To the extent Count IV relates to the asset purchase agreement, it is dismissed.

17.   A claim for the statutory violation of Chapter 93A cannot serve as the basis for proving improper means. Courts have determined that to hold otherwise would be “circular.” TalentBurst, 567 F. Supp. 2d at 268 n.6 (“[A]n argument that [CTR] adequately states a tortious interference claim because it asserts a [C]hapter 93A claim would be circular because one of the ‘unfair and deceptive trade practices’ alleged is tortious interference.”).

18.   CTR sometimes refers to RMN as the principal in the relationship with Nephew. RMN Opp. at 7, 9. Other times, it refers to Nephew as the principal. Id. at 2, 11; see also Compl. ¶ 186. Corporate entities can only act through their agents, operating within their scope of authority. Durand v. IDC Bellingham, LLC, 440 Mass. 45, 58 (2003) (Spina J. concurring in relevant part and dissenting in part) (“Corporations act through their authorized agents, and when a corporation's actions come into question, we attribute to the corporation the actions, words, and knowledge of its agents acting within their authority.”). Therefore, the Court assumes Nephew is most accurately characterized as an agent of RMN.

19.   Taking CTR at its word, RMN would therefore be liable for any and all torts committed by Nephew without any limiting principle.

20.   In its opposition, CTR also argues that “whether Nephew acted in his individual capacity, as RMN's agent, or both, is a factual question inappropriate for resolution” at this stage. RMN Opp. at 9 (citing Lounge 22, LLC v. Scales, 680 F. Supp. 2d 343 (D. Mass. 2010)). But the facts of Lounge 22, an alter-ego liability case, are inapposite. In Lounge 22, the plaintiff attempted to hold a corporate officer liable due to the “unity of interest and ownership” between the officer and the corporation. Lounge 22, 680 F. Supp. 2d at 346. Here, there is no attempt to pierce the corporate veil—the roles are reversed. CTR is trying to hold the corporation, RMN, liable for the actions of its officer, Nephew. The appropriate basis for liability is therefore not corporate law's alter-ego liability, but agency law's vicarious liability. See Mass. Carpenters Cent. Collection Agency v. A.A. Bldg. Erectors, 343 F.3d 18, 21–22 (“[T]he [alter-ego doctrine] is a tool to be employed when the corporate shield, if respected, would inequitably prevent a party from receiving what is otherwise due and owing from the person or persons who have created the shield.”); see also Katz v. Spinello Comps., 244 F. Supp. 3d 237, 253 (D. Mass. 2017) (noting that under Massachusetts law “an agency theory is legally distinct from a veil piercing theory.”).

21.   In three years since the sale, CTR generated revenue in excess of the sale price from just two of the clients acquired from RMN. Compl. ¶¶ 94, 101.

Brian E. Murphy Judge, United States District Court