MIDWESTONE BANK v. SUTTERFIELD (2025)

ORDER ON DEFENDANTS’ MOTIONS TO DISMISS

Plaintiff MidWestOne Bank (“MidWestOne”) has brought suit against the above-captioned defendants asserting claims for breach of contract, violations of the duty of loyalty, aiding and abetting violations of the duty of loyalty, and tortious interference with contract. Each count arises from an alleged breach of two employment contracts by Defendant Carol Sutterfield, primarily through her solicitation of Plaintiff's clients after she left her employment with Plaintiff.

Defendants seek to dismiss the complaint on two bases. First, they argue that the Court lacks personal jurisdiction over them. Second, Defendants Sutterfield and Amanda Anderson argue that Plaintiff has failed to state a claim against them, so dismissal under Rule 12(b)(6) is appropriate.

I. BACKGROUND

A. Factual Background

MidWestOne is a domestic bank which maintains its headquarters in Iowa. [ECF No. 1 ¶ 4]. Carol Sutterfield worked as a financial advisor for MidWestOne from April 2018 until her resignation in October of 2023. Id. ¶¶ 13, 64. Amanda Anderson was hired at the same time to serve as Sutterfield's assistant, a position she held at Sutterfield's prior firm. Id. ¶ 29.

MidWestOne partners with LPL Financial (“LPL”) to support its wealth-management financial services business. LPL is the largest independent broker-dealer in the country. Id. ¶¶ 24, 25. As part of its agreement with LPL, MidWestOne employs securities representatives who provide investment and financial advisement services to the bank's clients under LPL's supervision. Id. ¶ 26. Pursuant to that arrangement, MidWestOne, LPL, and Sutterfield entered into a FIS Registered Representative Agreement in April 2018. Id. ¶ 28. In addition to the Registered Representative Agreement, Sutterfield signed two other contracts with the bank during her employment.

The 2018 Purchase and Sale Agreement (“PSA”) detailed the terms of Sutterfield's sale of her “Block of Business” to MidWestOne and also defined the nature of their employment relationship. Id. ¶ 14. The 2021 Confidentiality and Non-Solicitation Agreement (“CNA”) laid out restrictions as to the use of confidential information and further expanded the non-solicitation provisions included in the first contract. Id. ¶¶ 18, 19.

In September 2023, Sutterfield notified MidWestOne that she intended to leave her employment with the bank and they began negotiating her purchase of the book of business she serviced during her employment. Id. ¶ 38. MidWestOne alleges that during this timeframe, Sutterfield was already communicating with Rosenthal and Elevate Wealth Management about departing the bank and joining Elevate Wealth Management. Id. ¶¶ 39, 44. MidWestOne asserts that before, during, and after her official resignation on October 6, 2023, Sutterfield solicited clients to follow her to her new firm; encouraged Anderson to come with her; and sent confidential client information to herself so she could compete with MidWestOne. Id. ¶¶ 59, 60, 61, 62, 68. Finally, the bank alleges that, as of Spring 2024, 72 of the clients serviced by Sutterfield while employed by them now work with Rosenthal at Elevate Wealth Management. Id. ¶ 70.

B. Procedural Background

Plaintiff filed its complaint with the Court on July 30, 2024. The complaint asserted breach of contract claims against Carol Sutterfield and various tort claims against Michael Rosenthal and Elevate Wealth Management (“Bank Defendants”) and Amanda Anderson. The Bank Defendants first filed a Motion to Dismiss for lack of personal jurisdiction under Federal Rule of Civil Procedure 12(b)(2). [ECF No. 19]. Sutterfield and Anderson then followed with their own motions to dismiss, asserting a lack of personal jurisdiction and failure to state a claim. [ECF Nos. 24, 25].

II. ANALYSIS

A. Rule 12(b)(2) Standard-Lack of Personal Jurisdiction

The Due Process Clause of the Fourteenth Amendment allows a court to exercise personal jurisdiction over a defendant if the plaintiff can show sufficient minimum contacts between the defendant and the forum so that “traditional notions of fair play and substantial justice” are not offended. Int'l Shoe v. Washington, 326 U.S. 310, 316 (1945) (citation omitted). The Due Process Clause permits the exercise of two types of personal jurisdiction: general and specific. A court exercising general personal jurisdiction may hear “any and all claims against a defendant if its affiliations with the State are so continuous and systematic as to render it essentially at home in the forum State.” Creative Calling Sols., Inc. v. LF Beauty Ltd., 799 F.3d 975, 979 (8th Cir. 2015) (cleaned up) (citation omitted). Neither party asserts that any of the Defendants are “at home” in Iowa and properly subject to general personal jurisdiction. The issue is whether specific personal jurisdiction is available in this case.

Specific jurisdiction confers personal jurisdiction over a defendant in a suit arising out of or related to the defendant's contacts with the forum state. Helicopteros Nacionales de Colombia v. Hall, 466 U.S. 408, 414 n. 8, 9 (1984). Specific personal jurisdiction “covers defendants less intimately connected with a State” and extends only to a “narrower class of claims.” Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct., 592 U.S. 351, 352 (2021). In order for the exercise of specific personal jurisdiction to be proper, the conduct and connection with the forum state must be such that the defendant could reasonably anticipate being brought into court there. World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980).

MidWestOne ultimately bears the burden to “make a prima facie showing of personal jurisdiction over the challenging defendant,” and this showing “must be tested, not by the pleadings alone, but by affidavits and exhibits supporting or opposing the motion.” Fast path, Inc. v. Arbela Techs. Corp., 760 F.3d 816, 820 (8th Cir. 2014) (quoting K-V Pharm. Co. v. J. Uriach & CIA, S.A., 648 F.3d 588, 591–92 (8th Cir. 2011)). Courts should view the evidence in the light most favorable to the plaintiff to determine if there are “sufficient facts to support a reasonable inference that the defendant can be subjected to jurisdiction within the state.” Creative Calling Sols., 799 F.3d at 979 (cleaned up) (citation omitted).

In addition to the constitutional due process requirements, “[a] district court may exercise specific jurisdiction over an out-of-state defendant only to the extent permitted by the state's long-arm statute and the Constitution's due process clause.” Federated Mut. Ins. Co. v. FedNat Holding Co., 928 F.3d 718, 720 (8th Cir. 2019) (citing Coen v. Coen, 509 F.3d 900, 905 (8th Cir. 2007)). Iowa's long-arm statute extends jurisdiction to nonresident defendants up to the limits set by the Due Process Clause. Kendall Hunt Publ'g Co. v. Learning Tree Publ'g Corp., 74 F.4th 928, 930 (8th Cir. 2023) (citation omitted).

The “essential foundation” of specific jurisdiction is the “relationship among the defendant, the forum, and the litigation.” Helicopteros Nacionales de Colombia, 466 U.S. at 414 (quoting Shaffer v. Heitner, 433 U.S. 186, 204 (1977)). The conduct and connection with the forum state must be such to give rise to a reasonable expectation that the defendant could be subject to suit within the jurisdiction. See World-Wide Volkswagen, 444 U.S. at 297.

Whether a defendant has a sufficient level of contacts is viewed through the totality of the circumstances in the case. Courts consider several factors for this analysis. These factors include:

(1) the nature and quality of [the Defendants’] contacts with the forum state; (2) the quantity of such contacts; (3) the relation of the cause of action to the contacts; (4) the interest of the forum state in providing a forum for its residents; and (5) convenience of the parties.

Kendall Hunt Publ'g, 74 F.4th at 930 (cleaned up) (citation omitted). For claims that sound in intentional tort, specific jurisdiction is evaluated using the “effects test.” Calder v. Jones, 465 U.S. 783, 787–89 (1984). The Calder test provides that personal jurisdiction is established where the non-resident defendant committed a tort and the associated harm was felt primarily within the forum state. Calder v. Jones, 465 U.S. 783, 787–89 (1984). The “effects test” pronounced by Calder provides,

a defendant's tortious acts can serve as a source of personal jurisdiction only where the plaintiff makes a prima facie showing that the defendant's acts (1) were intentional, (2) were uniquely or expressly aimed at the forum state, and (3) caused harm, the brunt of which was suffered—and which the defendant knew was likely to be suffered—[in the forum state].

Kendall Hunt Publ'g, 74 F.4th at 931 (cleaned up)(citation omitted).

1. Bank Defendants

MidWestOne has brought claims against the Bank Defendants (Rosenthal and Elevate Wealth Management) for tortious interference with contract in addition to aiding and abetting the breach of a fiduciary duty. MidWestOne asserts that the Bank Defendants specifically targeted their clients who had previously worked with Sutterfield, including contracting with one client located in Iowa. Specifically, MidWestOne alleges that the Bank Defendants were aware of its contracts with Sutterfield but encouraged her to breach those contracts through soliciting employees and customers to their business. Further, it asserts that the Bank Defendants intentionally targeted Iowa by soliciting one Iowa resident, who was a former client of Sutterfield, and by interfering with Sutterfield's contracts “with the express intent that their effects be felt in Iowa.” MidWestOne contends that these actions are sufficient contacts to demonstrate that the Bank Defendants purposely availed themselves to the jurisdiction of the State of Iowa.

The Bank Defendants respond that they do not conduct any business, employ any agents or employees, live, own property, or have any other contacts in the State of Iowa. They represent that they did not call, mail, solicit, or interact with any Iowa residents “for the purposes of providing financial assistance.” They insist that it is not enough to create minimum contacts because their alleged tortious conduct had an effect on an Iowa plaintiff like MidWestOne.

MidWestOne points to only two contacts between the Bank Defendants and Iowa. The first is that the Bank Defendants allegedly obtained one Iowa client by soliciting or encouraging the solicitation of the client by Sutterfield. The second contact is that Rosenthal has an Iowa securities license. On its face, these contacts appear negligible. The minimum contacts analysis confirms this preliminary suspicion.

The first two factors ask about the nature and quality of contacts with the forum state and the quantity of the contacts. Brothers & Sisters in Christ, LLC v. Zazzle, Inc., 42 F.4th 948, 952 (8th Cir. 2022). These factors carry substantial weight in the minimum contacts analysis—and in this case, they favor a finding of no personal jurisdiction. See Kendall Hunt Publ'g, 74 F.4th at 930 (holding that the first three factors carry the greatest weight in a minimum contact analysis). The nature, quality, and quantity of the Bank Defendants’ contacts with Iowa are underwhelming. MidWestOne alleges that the Bank Defendants specifically targeted this Iowa resident who was previously a client of Sutterfield's before creating an ongoing contractual relationship.

However, Plaintiff speculates as to the extent of contact the Bank Defendants would have had with this client based off “industry standards” and requirements under federal law. [ECF No. 23-1 ¶ 11]. Even giving Plaintiff the benefit of all reasonable inferences and presuming Defendants would have sent something to this client, this is but one single contact to consider. The minimum contacts analysis generally requires multiple, substantial contacts with forum state residents. See Creative Calling Sols., 799 F.3d at 980 (stating that communications with a client “do not themselves establish jurisdiction” but “may be used to support the exercise of personal jurisdiction”); see also Golden v. Stein, 481 F. Supp. 3d 843, 857 (S.D. Iowa 2019) (explaining that physical entry into the forum state is “certainly a relevant contact”) (citation omitted).

A motion to dismiss for lack of personal jurisdiction is analyzed under the same standard as a motion for summary judgment. Radaszewski by Radaszewski v. Telecom Corp., 981 F.2d 305, 310 (8th Cir. 1992). Applying that standard, MidWestOne is “entitled to all reasonable inferences—those that can be drawn from the evidence without resort to speculation.” Turner v. XTO Energy, Inc., 989 F.3d 625, 627 (8th Cir. 2021) (citation omitted). The allegations in the Complaint create only a reasonable inference that the client may have received one or two communications from the Bank Defendants, specifically to receive the referenced “engagement agreement” and “Customer Relationship Summary.” MidWestOne's contemplation about how many contacts the Bank Defendants would have had with this client, including potential meetings they may have set up or conducted, is mere speculation. Even according to the MidWestOne's own allegations this entails, at best, only a handful of contacts with a single resident of Iowa.

MidWestOne does not allege that the Bank Defendants ever physically entered Iowa as part of these contacts—only through mail. Further, the contract that the Bank Defendants purportedly entered into with the Iowa client is for financial services. A “contract to provide services in the state is clearly not as substantial a contact as a contract to establish a business with a corporation in the state.” Golden, 481 F. Supp. 3d at 857.

Additionally, Rosenthal's possession of an Iowa securities license as a contact is insubstantial. The contact is duplicative, rather than accumulative, under the nature and quality factor. This is because his use of that license is for the limited purpose of assisting the one Iowa client referenced above which severely diminishes the impact of that contact. Of course these contacts are not trivial, but they are also not substantial. See id.

MidWestOne all but concedes that the quantity of contacts weighs against personal jurisdiction. It is true that even a single contact can be sufficient, “so long as it creates a ‘substantial connection’ with the forum.” Burger King Corp. v. Rudzewicz, 471 U.S. 462, 476 n.18 (1985). However, “some single or occasional acts related to the forum may not be sufficient to establish jurisdiction if ‘their nature and quality and the circumstances of their commission’ create only an ‘attenuated’ affiliation with the forum.” Id. (citation omitted). Given the attenuated nature of the Bank Defendants’ contact with Iowa via the one Iowa resident, this is not a situation where a single contact creates a substantial connection. The quantity of the contacts between the Bank Defendants and Iowa does not support the exercise of personal jurisdiction.

Finally, the third of the most important factors considered by the Court is the relation of the cause of action to the contacts. Because the Bank Defendants are accused of intentional torts, this implicates the Calder“effects test.” MidWestOne accuses the Bank Defendants of intentionally interfering with the contracts it had with Sutterfield by hiring her and encouraging her to solicit its employees and customers in breach of those contracts. MidWestOne asserts that these same actions constitute aiding and abetting Sutterfield in the breach of her fiduciary duties. The single Iowa resident with whom the Bank Defendants have a business relationship was allegedly solicited by Sutterfield in breach of her employment contracts. As such, there is some tangential connection between MidWestOne's cause of action and the Bank Defendant's single contact with the state. However, under the effects test, MidWestOne must establish that the Bank Defendants actions were: (1) intentional, (2) uniquely or expressly aimed at Iowa, and (3) caused the majority of harm in Iowa where the Bank Defendants knew the harm would be felt. See Kendall Hunt Publ'g, 74 F.4th at 931.

Even taking the Complaint's allegations as true—that the Bank Defendants’ actions were intentional and that the effects of their alleged tortious conduct were primarily felt in Iowa where MidWestOne suffered harm—it cannot show that such conduct was specifically aimed at Iowa. The complained-of conduct by the Bank Defendants—encouraging Sutterfield to break her contracts and solicit clients from MidWestOne—applies equally to each of the 72 clients they claim that Sutterfield wrongfully solicited. Of those clients, MidWestOne alleges that only one of them is an Iowa resident.

Under the effects test, personal jurisdiction may only be asserted when the defendant's “acts are performed for the very purpose of having their consequences felt in the forum state.” Johnson v. Arden, 614 F.3d 785, 796 (8th Cir. 2010) (quoting Dakota Indus., Inc. v. Dakota Sportswear, Inc., 946 F.2d 1384, 1390–91 (8th Cir. 1991)). The fact that only one of the 72 clients was from Iowa clearly demonstrates that the Bank Defendants were not intentionally targeting Iowa at all. That the Bank Defendants have established a business relationship with an Iowa resident appears to be an unintentional consequence of their allegedly broad conduct directed at Sutterfield's prior clients.

MidWestOne emphasizes that the Bank Defendants directed their actions at an Iowa company knowing significant harm would result in Iowa. They also highlight that the employment contracts which the Bank Defendants allegedly interfered with, contain “Iowa choice-of-law and venue-selection provisions.” However, the United States Court of Appeals for the Eighth Circuit construes the Calder effects test narrowly. Id. at 797 (holding that “absent additional contacts, mere effects in the forum state are insufficient to confer personal jurisdiction.”). Additionally, the Bank Defendants were not a party to Sutterfield's employment contracts with MidWestOne. As such, the choice of law and forum selection clauses she agreed to have no effect on them.

Iowa does have an interest in providing a forum for its residents, but that factor alone cannot justify exercising jurisdiction over a non-resident defendant who has not availed themselves to Iowa's jurisdiction. See Kendall Hunt Publ'g, 74 F.4th at 930 (noting that the first three factors carry the greatest weight). Contrary to MidWestOne's contentions, if the convenience consideration is not neutral, it tips in favor of Defendants. There are four Colorado defendants as opposed to the individual Iowa plaintiff. It also appears Plaintiff conducts business in Colorado, both by employing individuals there and, according to their website, by maintaining a corporate office in the state.

Under the totality of the circumstances, there are not sufficient minimum contacts which justify the exercise of jurisdiction. The ancillary contact that the Bank Defendants have because one of MidWestOne’ sprior clients resides in the state “does not create the type of substantial connection ․ necessary to confer specific personal jurisdiction.” Johnson, 614 F.3d at 797. MidWestOne has not demonstrated that the Bank Defendants have minimum contacts with the State of Iowa such that exercising jurisdiction over them would offend traditional notions of fair play and substantial justice. Burger King Corp., 471 U.S. at 476. Therefore, the Due Process Clause prohibits the exercise of personal jurisdiction over them.

2. Anderson

MidWestOne also asserts claims against Amanda Anderson, Sutterfield's assistant, for breach of a fiduciary duty and aiding and abetting the breach of a fiduciary duty. Anderson contests whether the Court may exercise personal jurisdiction over her. She asserts that she has never lived or worked in Iowa. She claims that she has never signed an employment contract. MidWestOne argues that Anderson is subject to personal jurisdiction in Iowa because of several contacts tied to her employment including: (1) she was supervised by and communicated with an employee who had offices in Iowa; (2) she received trainings developed by MidWestOne in Iowa; (3) she had access to confidential information store on MidWestOne's servers located in Iowa; and (4) she was paid by MidWestOne from an Iowa bank account. Notably, there is no allegation that Anderson was ever physically present in Iowa, nor that she frequently communicated with clients in Iowa.

The Court again begins its analysis with the nature, quality, and quantity of these contacts. The issue for MidWestOne is that of these already attenuated contacts, none of them arise from Anderson conducting activities in the state. See Ford Motor Co., 592 U.S. at 359. Rather, these are the unilateral activities of MidWestOne, which cannot confer personal jurisdiction in the state of Iowa. Burger King Corp., 471 U.S. at 475; Walden v. Fiore, 571 U.S. 277, 283 (2014) (emphasizing that personal jurisdiction “must arise out of contacts that the ‘defendant himself’ creates with the forum State.”) (cleaned up) (citation omitted). MidWestOne notes that Anderson's supervisor was employed in Iowa. It also developed its trainings in the state. MidWestOne stored its confidential information on Iowa servers. And it issued Anderson's pay from an Iowa bank account. None of these contacts were of Anderson's making. See Ford Motor Co., 592 U.S. at 359.

MidWestOne cites to Pro Edge, L.P. v. Gue, 374 F. Supp. 2d 711 (N.D. Iowa 2005), for the proposition that Anderson's acceptance of the benefits of Iowa in connection with her employment is sufficient to exercise personal jurisdiction. However, Gue is distinguishable from Anderson's situation. In that case, the defendant had signed a contract containing a covenant not to compete. Id. at 733. The contract also contained a choice-of-law clause, which is “a relevant consideration in determining whether a defendant has purposefully availed itself in the forum state.” Id. (quoting Nw. Airlines, Inc. v. Astraea Aviation Servs., Inc., 111 F.3d 1386, 1390 (8th Cir. 1997)). Here, Anderson has no contract—and therefore no choice of law provision governing the situation. She never resided in Iowa and has never come to the state for the purposes of her employment. This leaves two incidental contacts for Anderson in communicating with her supervisor and accessing MidWestOne's information from Iowa servers.

Next, for specific jurisdiction over Anderson, MidWestOne's claims “must arise out of or relate to [Anderson's] contacts” with Iowa. The fact that the confidential information accessed by Anderson was stored on Iowa servers does bear relation to MidWestOne's claims, but it is the only pertinent contact that Anderson actually has with the state.

MidWestOne cites to Kendall Hunt Publ'g Co., to establish that accessing information on servers within the forum can provide minimum contacts. No. 21-CV-1004-KEM, 2022 WL 945608, at *6 (N.D. Iowa Mar. 29, 2022), aff'd, 74 F.4th 928 (8th Cir. 2023). However, the specific quote MidWestOne cites for this support accentuates that Anderson's contacts are insufficient in comparison: “personal jurisdiction may exist over remote employees working for forum-based employers when they emailed and called people in the forum frequently, traveled to the forum on occasion, accessed servers in the forum, and received payment and supervision from the forum.” Id. There is no allegation that Anderson was in regular contact with anyone in Iowa other than her supervisor, and no allegation that she was emailing or calling personnel there on a daily basis. See id. There is also no evidence indicating Anderson ever traveled to the forum. Id.

All of Anderson's allegedly tortious conduct took place in Colorado. The lone fact that the confidential information accessed by Anderson relating to MidWestOne's breach of loyalty claims was stored on Iowa servers is insufficient to establish minimum contacts and would offend traditional notions of fair play and substantial justice. See Burger King Corp., 471 U.S. at 476. For the same reasons discussed above relating to the Bank Defendants, the remaining considerations cannot create minimum contacts here either. Anderson must be dismissed.

3. Sutterfield

Finally, MidWestOne brings claims against Sutterfield for breach of contract and breach of fiduciary duty. They assert she breached: (1) the terms of the “Purchase and Sale Agreement” (“PSA”) by soliciting and servicing MidWestOne's clients at Elevate Wealth Management; (2) the terms of the “Confidentiality and Non-solicitation Agreement” (“CNA”) by soliciting MidWestOne's clients to transfer to Elevate Wealth Management enabled through misappropriated confidential information; and (3) her fiduciary duty of loyalty by soliciting both clients and employees and by misappropriating confidential information. The PSA contains a choice of law and forum selection clause. Specifically, it states:

This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa without reference to the choice of law provisions of any state. The parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of the State of Iowa and of the United States of America located in the District of Iowa in connection with any suit, action, or proceeding relating to this Agreement and the transactions contemplated hereby and agree not to commence any action, suit, or proceeding relating thereto except in such courts.

[ECF No. 1-1 ¶ 6(b)]. Additionally, the CNA agreement has a choice of law provision which states:

The provisions of this Agreement shall be governed by and construed in accordance with the laws of the States of Iowa and Colorado. This Agreement will be performed at least in part in Johnson County, Iowa. This agreement cannot be changed or terminated except by an agreement in writing signed by a duly authorized officer of MidWestOne Bank.

[ECF No. 1-2 ¶ 8(d)]. Despite these provisions, Sutterfield argues that personal jurisdiction in Iowa is inappropriate. She contends that the PSA is “unenforceable” and as such the forum selection clause is “inapplicable.” However, even if it were enforceable, it would confer personal jurisdiction only as to the breach of that contract, not MidWestOne's other two claims. Analyzing the nature, quality, and quantity of Sutterfield's contacts with Iowa requires far more discussion than for her co-defendants.

Sutterfield has two employment contracts with MidWestOne. Although, the existence of a contract alone cannot create minimum contacts, it must be considered in the analysis. Burger King Corp., 471 U.S. at 478. Specifically, “prior negotiations and contemplated future consequences, along with the terms of the contract and the parties’ actual course of dealing,” must be analyzed when determining if a party has minimum contacts arising from the contract. Id. at 479. As such, it is significant that the PSA contains a forum selection clause. Dominium Austin Partners, L.L.C. v. Emerson, 248 F.3d 720, 726 (8th Cir. 2001) (“Due process is satisfied when a defendant consents to personal jurisdiction by entering into a contract that contains a valid forum selection clause.”). Before analyzing Sutterfield's contacts, she advances several arguments regarding her contracts relating to the forum selection clause that need to be addressed. Specifically, she contends that both contracts are void and as such, so are the choice of law provisions contained within them. Of particular import is the forum selection clause in the PSA which itself is a consent to the personal jurisdiction of the Court.

In her Rule 12(b)(6) motion, Sutterfield argues first that there is no violation of the PSA because she did not sell her actual clients or their accounts to MidWestOne. Rather, she sold the bank the “goodwill” of her client base. Therefore, she contends it would not have been a violation of the non-solicitation provisions in the contract for her to solicit or provide services to those individuals. Further, she contends that under a different interpretation of the contract—where the clients and their accounts were purchased—it is void in violation of public policy.

First, if the contract were to be interpreted as Sutterfield insists, the forum selection clause would still be enforceable. However, that is not the proper interpretation based upon the plain language of the contract. While Iowa courts do “allow extrinsic evidence to aid in the process of interpretation, the words of the agreement are still the most important evidence of the party's intentions at the time they entered into the contract.” Pillsbury Co. v. Wells Dairy, Inc., 752 N.W.2d 430, 436 (Iowa 2008). This is because the “cardinal rule of contract interpretation is to determine what the intent of the parties was at the time they entered into the contract.” Id. (citation omitted).

Sutterfield asserts that because the consideration for the agreement allocated 100% of the price to goodwill and 0% to assets, what she actually sold was goodwill and not her clients or their accounts. However, the contract identifies Sutterr field's “Block of Business” as the subject of the transaction. [ECF No. 1-1 at 2]. It specifically details that Sutterfield sold her “Block of Business” as transferrable property to MidWestOne for compensation. Id. The contract defines the “Block of Business” as the “managed accounts, individual retirement accounts, mutual funds, annuities, brokerage accounts and college savings accounts” as well as the “Block of Business client list and accounts” which were attached to the agreement. Id. It further explains that upon transfer, the property ownership would immediately vest with MidWestOne, including the information associated with the “Block of Business.” This information encompassed the client list and accounts, which would then be considered a trade secret of MidWestOne. It is unambiguous that the sale was for the clients and their accounts, not merely the “expectancy of continued customer patronage” as Sutterfield contends.

The other provisions in the contract support this interpretation as well. First, the contract explicitly excludes Sutterfield's family members and their accounts from the definition of the “Block of Business.” Id. This demonstrates that the parties intended for Sutterfield to maintain those individuals and their accounts despite the fact that she was selling other clients. This is because she was actually selling accounts and not just their associated goodwill. If that had been the case, there would be no need for such a provision. Further, the non-compete and solicitation provisions are present in the contract to specifically prevent Sutterfield from interfering with MidWestOne's service relationships for the “Block of Business” that it purchased. Id. at 3.

The two provisions of the contract to which Sutterfield points do not undermine this conclusion. The consideration section of the contract, which is the only place “goodwill” is mentioned at all, indicates that the reason for so assigning the purchase is for tax purposes. This provision in no way suggests that the allocation of the purchase price would impact the “Block of Business” or the subject of the purchase. Additionally, the employment and cooperation section does not even mention Sutterfield's “goodwill.” Rather, it states that “[Sutterfield] acknowledges that her ongoing employment and cooperation with [MidWestOne] is critical to the value of this Agreement.” [ECF No. 1-1 ¶ 3]. The “Agreement” references the PSA which as discussed above is undoubtedly for the sale of the clients and accounts identified as Sutterfield's “Block of Business.”

When courts interpret a contract, “[w]ords and other conduct are interpreted in the light of all the circumstances, and if the principal purpose of the parties is ascertainable it is given great weight.” Wells Dairy, 752 N.W.2d at 436 (citation omitted). The provisions in the contract and the words used within them clearly identify the purpose of the PSA and deserve substantial weight. When Sutterfield sold her “Block of Business” to MidWestOne, she sold them her client list and accounts. The Court turns now to Sutterfield's next argument: that such a contract is void in violation of public policy, and therefore, so is the forum selection clause contained within.

Sutterfield does not provide any Iowa case law to support her contention that a contract for the sale of clients and their accounts would violate Iowa's public policy. Rather, she points the Court to rules promulgated by the Financial Industry Regulatory Authority (“FINRA”). The Court notes MidWestOne's objection to the consideration of these rules as they are not included in the complaint, nor are they necessarily embraced by the pleadings. Fed. R. Civ. P. 12(d). Generally, the Court does not consider matters outside the pleadings in deciding a motion to dismiss under Rule 12. But “documents ‘necessarily embraced by the complaint’ are not matters outside the pleading.” Enervations, Inc. v. Minn. Mining & Mfg. Co., 380 F.3d 1066, 1069 (8th Cir. 2004) (citation omitted). A court may take judicial notice of “materials that are part of the public record or do not contradict the complaint.” Greenman v. Jessen, 787 F.3d 882, 887 (8th Cir. 2015). “The limitation on considering matters outside the pleading is meant for good faith disputes as to authenticity, not as an opportunity for gamesmanship to keep courts from reaching the merits of a dispute on a motion to dismiss.” Galanakis v. City of Newton, 4:23-cv-000444-SHL-SBJ, 2023 WL 3479167, at *4 (S.D. Iowa May 8, 2023). In this case, even if the Court does consider the FINRA rules, they do not change the conclusion that the Sutterfield's sale of her “Block of Business” is not a violation of public policy.

FINRA is a “self-regulatory organization” which is overseen by the Securities and Exchange Commission. About FINRA, FINRA, https://www.finra.org/about. The rules cited by Sutterfield highlight the importance of customer freewill and dictate that members may not interfere with customer requests to transfer their accounts to follow a representative or employee. FINRA Rule 2140, FINRA, Dec. 15, 2010, https://www.finra.org/rules-guidance/rulebooks/finra-rules/2140. Specifically, they must facilitate such transfers upon the request of the customer. FINRA Rule 11870, FINRA, Dec. 15, 2010, https://www.finra.org/rules-guidance/rulebooks/finra-rules/11870. Sutterfield does not identify any provision in the rules which states that accounts or customer lists cannot be bought and sold.

Iowa courts primarily look to state statutes “to find a declaration of public policy.” Harvey v. Care Initiatives, Inc., 634 N.W.2d 681, 685 (Iowa 2001). Sutterfield also does not cite, nor is the Court aware of, any Iowa statutes which adopt or enshrine these concepts—let alone stand for the proposition that these assets cannot be purchased and sold at all. Although “[c]ontracts that contravene public policy will not be enforced,” the “power to invalidate a contract on public policy grounds must be used cautiously and exercised only in cases free from doubt.” Rogers v. Webb, 558 N.W.2d 155, 157 (Iowa 1997) (citation omitted). The entire PSA cannot be void against public policy because Sutterfield has identified no public policy adopted by the state of Iowa which is impeded by this type of contract as a whole.

Sutterfield further pursues this argument by asserting that even if the PSA was enforceable as a whole, the non-compete and non-solicitation provisions are not. First, even if this were the case, the unenforceability of those provisions would not necessarily invalidate the forum selection clause in the contract. Iowa courts look to the Restatement Second of Contracts for guidance on when the enforcement of a contract is outweighed by public policy. See Mincks Agri Ctr., Inc. v. Bell Farms, Inc., 611 N.W.2d 270, 275 (Iowa 2000). Section 178 of the Restatement states that a “promise or other term of an agreement is unenforceable on grounds of public policy if legislation provides that it is unenforceable or the interest in its enforcement is clearly outweighed in the circumstances by a public policy against the enforcement of such terms.” Restatement (Second) of Contracts § 178(1). The Restatement specifically addresses the situation in which a “particular promise or other term is unenforceable.” Id. cmt. f.

“Generally, when a portion of an agreement is deemed invalid, the remaining portions of the agreement can be enforced as long as they can be separated from the illegality.” Miller v. Marshall Cnty., 641 N.W.2d 742, 751–52 (Iowa 2002). Further the Restatement explains that “if the parties’ performances can be apportioned into corresponding pairs of part performances so that the parts of each pair are properly regarded as agreed equivalents and one pair is not offensive to public policy, that portion of the agreement is enforceable by a party who did not engage in serious misconduct.” Restatement (Second) of Contracts § 183 (1981). This is because a party should be allowed to enforce a part of the agreement that “does not materially advance the improper purpose.” Id. cmt. a. The primary purpose of the PSA is Sutterfield's sale of her “Block of Business” to Plaintiff for $125,000. The non-compete and non-solicitation provision is but one subpart, which the contract as a whole does not depend upon. See Marshall Cnty., 641 N.W.2d at 752 (holding that “if the contract would not have been entered into independent of the invalid portion, the entire contract is void.”). As such, even if this provision of the PSA were unenforceable, the rest of the contract, including the forum selection clause would still be enforceable. “[A] party cannot make ‘an end-run around an otherwise enforceable forum selection provision through an argument about the enforceability of other terms in the contract.” Karon v. Elliott Aviation, 937 N.W.2d 334, 341 (Iowa 2020) (cleaned up) (citation omitted) (holding that a forum selection clause cannot be challenged based upon a claim of fraud in the overall transaction).

“Forum selection clauses can constitute sufficient consent by a nonresident defendant to the exercise of personal jurisdiction by a foreign court.” Liberty Bank, F.S.B. v. Best Litho, Inc., 737 N.W.2d 312, 315 (Iowa Ct. App. 2007). “Forum selection clauses are ‘prima facie valid and should be enforced unless enforcement is shown by the resisting party to be unreasonable under the circumstances.’ ” Id. (citations omitted). Sutterfield offers no substantive explanation as to why the forum selection clause in the PSA is unreasonable or should not be enforced against her other than her contention that the PSA is unenforceable as a whole. Sutterfield consented to the jurisdiction of the Court as detailed in forum selection clause of the PSA. In addition to this, Sutterfield has minimum contacts with the state of Iowa such that subjecting her to the personal jurisdiction of the Court would not violate the United States Constitution.

As previously mentioned, Sutterfield entered into two separate contracts with an Iowa company, both containing choice of law provisions in addition to the forum selection clause in the PSA discussed above. Although a choice of law provision alone is “insufficient to confer jurisdiction,” the Supreme Court has instructed that it should not be ignored in “considering whether a defendant has purposefully invoked the benefits and protections of a State's laws for jurisdictional purposes.” Burger King Corp., 471 U.S. at 482 (cleaned up) (citation omitted). Sutterfield purposefully availed herself to the benefits and protections of Iowa's laws “by entering into contracts expressly providing that those laws would govern” contract disputes. Id. Unlike her co-defendants, Sutterfield maintained an ongoing relationship with MidWestOne governed by those contracts for over five years. She also traveled to Iowa for negotiations of the PSA during the interview and hiring process. [ECF No. 27-1 ¶ 7]. Sutterfield physically entered the state again in 2019 to attend two training sessions provided by MidWestOne at its Iowa location. Id. ¶ 14.

Overall, these are sufficient minimum contacts which establish that Sutterfield purposefully availed herself to Iowa by conducting business there and “invoking the benefits and protections of its laws.” Burger King Corp., 471 U.S. at 475 (cleaned up) (citation omitted). Her “conduct and connection with [Iowa] are such that [s]he should reasonably anticipate being haled into court there.” Id. at 474. Additionally, Sutterfield's contacts are sufficient such that “maintenance of the suit does not offend traditional notions of fair play and substantial justice.” World-Wide Volkswagen, 444 U.S. at 292 (cleaned up) (citation omitted).

B. Sutterfield's Rule 12(b)(6) Motion

Sutterfield also argues that the complaint must be dismissed in its entirety because each count fails to state a claim upon which relief can be granted. Specifically, she argues that the entire PSA is void in violation of public policy, and in the alternative, at least the non-compete and non-solicitation provisions of the PSA are unenforceable. As to the CNA, she alleges that the agreement was entered into without consideration and is therefore an invalid contract. Finally, she asserts MidWestOne did not plead facts sufficient to establish a breach of the fiduciary duty of loyalty under Iowa law. The Court addressed Sutterfield's argument that the PSA was void as a whole in its personal jurisdiction analysis—concluding it was not due to the lack of an established public policy. Her remaining arguments in support of dismissal are also invalid.

1. Standard

A complaint is subject to dismissal when it “fail[s] to state a claim upon which relief can be granted.” Fed. R. Civ. P. 12(b)(6). “To survive a motion to dismiss, a complaint must contain sufficient factual matter ․ to ‘state a claim to relief that is plausible on its face.’ ” Rydholm v. Equifax Info. Servs. LLC, 44 F.4th 1105, 1108 (8th Cir. 2022) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). “Where a complaint pleads facts that are merely consistent with a defendant's liability, it stops short of the line between possibility and plausibility.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). “There is no requirement for direct evidence; the factual allegations may be circumstantial and need only be enough to nudge the claim across the line from conceivable to plausible.” McDonough v. Anoka Cnty., 799 F.3d 931, 945 (8th Cir. 2015) (cleaned up).

Courts are not required to “accept as true a legal conclusion couched as a factual allegation.” Papasan v. Allain, 478 U.S. 265, 286 (1986). “While legal conclusions can provide the framework of a complaint, they must be supported by factual allegations.” Iqbal, 556 U.S. at 679. “A pleading that offers labels and conclusions or a formulaic recitation of the elements of a cause of action will not do.” United States ex rel. Ambrosecchia v. Paddock Lab'ys, LLC, 855 F.3d 949, 955 (8th Cir. 2017) (citation omitted). A court “must accept the allegations contained in the complaint as true and all reasonable inferences from the complaint must be drawn in favor of the nonmoving party.” Young v. City of St. Charles, 244 F.3d 623, 627 (8th Cir. 2001) (citing Hafley v. Lohman, 90 F.2d 264, 266 (8th Cir. 1996)). If a complaint raises multiple “plausible inferences,” “[w]hich inference will prove to be correct is not an issue to be determined by a motion to dismiss.” Hamilton v. Palm, 621 F.3d 816, 819 (8th Cir. 2010).

2. Non-Compete and Non-Solicitation Provisions of the PSA

The PSA contains the following “Covenant Not to Compete and Not to Solicit.”

Seller acknowledges that non-competition and non-solicitation from her is imperative to the success of Buyer's servicing the Block of Business, and accordingly, for good and valuable consideration contemplated herein:

(a) Seller agrees not to render services or sell investments, stocks, mutual funds, bonds or other securities to any of the Block of Business of Buyer being conveyed to Buyer, except in accordance with the terms herein during the course of regular employment with Buyer.

(b) Seller agrees not to compete for or solicit any of the Block of Business for herself or any other person, party or entity within 20 miles of the Seller's primary office location, except in accordance with the terms herein during the course of regular employment with Buyer, during the period of these covenants.

Each of the above restrictions in this section shall terminate and lapse twelve (12) months after Seller's employment with Buyer terminates, regardless of whether such termination was voluntary. In no event, without separate written approval from Buyer, shall Seller be allowed to remove or take trade secrets as well as proprietary information, including but not limited to client lists and accounts, for use other than uses consistent with Seller's employment with Buyer ․ Seller acknowledges and agrees that the covenant not to solicit is reasonable and necessary to Buyer and fair to Seller. Seller further acknowledges that her skills, education and experience are such that Seller is qualified for numerous employment opportunities in the financial service industry which do not violate the terms of this Agreement. Seller agrees and understands that this restriction does not unreasonably limit her ability to find gainful employment and that, accordingly, the restriction is reasonable under the circumstances. The terms of this covenant not to compete survive closing and are fully enforceable thereafter.

Sutterfield argues that the non-compete and non-solicitation provisions in the PSA are unenforceable restrictive covenants. Under Iowa law, courts determine if restrictive covenants such as these are enforceable “by posing three inquiries: (1) is the restriction reasonably necessary for the protection of the employer's business; (2) is it unreasonably restrictive of the employee's rights; and (3) is it prejudicial to the public interest?” Wachovia Sec., L.L.C. v. Stanton, 571 F. Supp. 2d 1014, 1039 (N.D. Iowa 2008) (citation omitted).

Sutterfield contends that the restriction is not reasonably necessary because MidWestOne is a member of the Broker Protocol. The Broker Protocol “ ‘is an agreement by financial advisory member firms to a process by which registered representatives ․ who leave one firm for another can contact their clients after leaving’ if certain procedures are followed.” Columbia River Advisors, LLC v. MKT & Assocs., LLC, CASE NO. 3:24-cv-05696-LK, 2024 WL 4024102, at *2 (W.D. Wash. Sept. 3, 2024) (citation omitted). Specifically, the protocol permits a representative moving from one member firm to a new member firm to solicit their former clients after they have joined their new firms and take certain account information. The LPL Financial form produced by Sutterfield represents that LPL has been a member of the Broker Protocol since September 4, 2008. [ECF No. 24-3 at 3]. LPL, Plaintiff, and Sutterfield entered into an agreement on April 19, 2018 which contains confidentiality and non-solicitation provisions. [ECF No. 27-2 ¶ O]. It also states that Sutterfield:

[a]grees that notwithstanding any agreement to the contrary including the Protocol for Broker Recruiting to which LPL is a signatory, [Plaintiff] has a separate and protectable business interest in the Confidential Information and the confidentiality and non-solicitation provisions contained herein are enforceable by [Plaintiff] and LPL against [Sutterfield]. In addition, [Sutterfield] acknowledges that these confidentiality and non-solicitation provisions preclude [her] from invoking the privileges afforded by the protocol and hereby waives any benefit he or she might otherwise have under the protocol with respect to such customer accounts and information.

Id. at ¶ P.

This agreement was not only entered into after LPL became a signatory to the Broker Protocol, but also expressly disclaims those protections to Sutterfield's solicitation of clients and use of confidential information. It is clear that the protocol was not intended to displace this or subsequent agreements signed by Sutterfield where she expressly agreed not to use Plaintiff's confidential information nor engage in the solicitation of clients. See MKT & Assocs., 2024 WL 4024102, at *9 (noting that “the Broker Protocol aims to accommodate, rather than displace, prior agreements” and that an agreement entered into after the enrollment in the Broker Protocol suggests that parties do not “believe or intend that the Protocol displace other agreements.”). The same reasoning applies here. Any argument by Sutterfield that the Protocol supersedes her contractual obligations with Plaintiff is unpersuasive.

However, Sutterfield advances another argument, specifically that the non-compete and non-solicitation provisions were not necessary to protect MidWestOne's business interests because of the applicability of the Broker Protocol. The Protocol seems to support just the opposite. MidWestOne purchased from Sutterfield her “Block of Business.” As a member of the Broker Protocol, without an agreement to the contrary, Sutterfield would be permitted to solicit those clients and take their confidential information after she left her employment with Plaintiff if she went to another member firm. Therefore, it was imperative that MidWestOne include in her contracts the confidentiality, non-solicitation, and non-compete provisions at issue here. The first inquiry is answered decidedly in MidWestOne's favor, the restrictions in the PSA were reasonably necessary for the protection of the employer's business, which spent $125,000 purchasing Sutterfield's “Block of Business.”

Sutterfield takes the second and third inquiries together, arguing that “restrictions on a financial advisor's ability to solicit their former clients is contrary to public interest.” First, the restrictions Sutterfield complains of constrain her solicitation and servicing of her former clients for a period of 12 months after the termination of her employment relationship with MidWestOne. Given the fact that Sutterfield sold her “Block of Business” to MidWestOne, this limitation does not unreasonably restrict her rights. “Iowa has long held covenants not to compete between business owners as ancillary to a purchase agreement are viewed with more indulgence than covenants not to compete between employers and employees.” Sutton v. Iowa Trenchless, L.C., 808 N.W.2d 744, 749 (Iowa Ct. App. 2011). Iowa courts afford business purchase agreements this indulgence because in those transactions the parties are “presumed to be in a more equal negotiating position” and non-compete covenants add “value to the goodwill of the business being sold.” Id. Taking this into consideration, the 12-month restriction in Sutterfield's agreements was not unreasonable. See id. at 750 (holding that even a 7-year restriction within a 350-mile radius was not unreasonable because employee was a prior owner who sold his interest in the company and was “intimately familiar with the finances, customers, and inner working of the company.”)

Finally, Sutterfield asserts that the covenants are prejudicial to the public interest which is “best served by permitting financial advisors to continue working with their clients after leaving their place of employment—and clients selecting their own advisors.” [ECF No. 24-1 at 16]. Generally, a “party asserting a restrictive covenant is contrary to public policy has the burden of proof on the issue.” Ag Spectrum Co. v. Elder, 191 F. Supp. 3d 966, 976 (S.D. Iowa 2016) (citing Cogley Clinic v. Martini, 112 N.W.2d 678, 682 (Iowa 1962)).

Sutterfield cites to district court cases in California, Virginia, and Florida to support her broad assertion that these restrictions violate public policy. She does not provide Iowa case law which would support this point. Even so, the Court recognizes that there is at least some public interest in Sutterfield's prior clients having the ability to choose their own financial advisor. However, the general principle that “restrictions on a financial consultant's ability to solicit former clients is contrary to the public interest,” is severely undermined in Sutterfield's case. Stanton, 571 F. Supp. 2d at 1041. The United States District Court for the Northern District of Iowa explained in a similar situation that a restrictive covenant “may unduly interfere with the public's interest in choice of financial consultants and continuation of a client relationship that properly belongs to the client and the financial consultant, not to the firm.” Id. at 1040 (emphasis in original). Here, Sutterfield sold that interest to MidWestOne. Therefore, there is no prejudice to the public interest in preventing her from soliciting clients in the “Block of Business” she sold to MidWestOne. The only potential prejudice arises from her restriction to service those individuals if they were to seek out her services.

The Court notes that the true test as to the enforceability of an owner-to-owner covenant not to compete is:

whether the restraint is such only as to afford a fair protection to the interest of the party in favor of whom it is given, and not so large as to interfere with the interests of the public. And the restriction must be reasonable, not oppressive, or out of proportion to the benefits which the vendee may, in reason, expect to flow from the restrictive features of the contract.

Sutton, 808 N.W.2d at 750 (quoting Haggin v. Derby, 229 N.W. 257, 259 (1930)). The potential prejudice here falls only to those customers included in the “Block of Business” that Sutterfield transacted for in the PSA. While the covenants may not act to further their interests, the prejudice is limited in scope, location, and time. Sutterfield has not demonstrated that the covenants inexcusably interfere with the interest of the public such that they should be deemed unenforceable despite their importance in protecting MidWestOne's business interests, reasonable limitations as to her rights, and value in the overall business transaction. Given the above analysis, at this point MidWestOne has pled sufficient facts to state a claim upon which relief can be granted regarding Sutterfield's potential breach of the PSA.

3. Confidentiality and Non-Solicitation Agreement (CNA)

Sutterfield next asserts that Count II should be dismissed because the CNA is not a valid contract due to the absence of consideration. The CNA specifically states that “[i]n consideration for the Company's continuing engagement of Advisor as a third-party service provider pursuant to that certain Financial Institution Services (FIS) Registered Representative Agreement (“FIS Agreement”), Advisor agrees” to the provisions in the contract. [ECF No. 1-2 at 2].

Sutterfield argues that since she was already entitled to engagement of her services under the FIS agreement, “she obtained no benefit by promising to perform the terms of the Confidentiality and Non-Solicitation Agreement.” However, the FIS agreement, as well as the PSA she later executed with MidWestOne, states that they can be “terminated by either party at any time, without cause.” [ECF No. 27-2 ¶ 4 (B)]. As such, allowing the employment relationship to continue at all was a benefit conferred upon Sutterfield because as an at will employee, she was not entitled to such continued employment. This conclusion is supported by Iowa law which holds that “continued employment following the execution of a restrictive covenant can be sufficient consideration to support a contract.” Titan Int'l, Inc. v. Bridgestone Firestone N. Am. Tire, LLC, 752 F. Supp. 2d 1032, 1050 (S.D. Iowa 2010) (citing Iowa Glass Depot, Inc. v. Jindrich, 338 N.W.2d 376, 381 (Iowa 1983)). MidWestOne has sufficiently pled a breach of contract claim as to the CNA.¹

4. Duty of Loyalty

Sutterfield argues that, assuming she even owed a duty of loyalty to MidWestOne, they have failed to state a claim that she breached that duty. She asserts that any such duty only existed up until she resigned on October 6, 2023. Therefore, she contends that even taking MidWestOne's allegations as true, the most she did was prepare to compete during that timeframe.

First, “Iowa law recognizes the existence of a common law duty of loyalty which is implied in employment relationships.” Mercy Med. Servs., Inc. v. Efstratiadis, No. 21-CV-4052-CJW-KEM, 2022 WL 19000606, at *10 (N.D. Iowa Feb. 25, 2022) (citing Porth v. Iowa Dep't of Job Serv., 372 N.W.2d 269, 273–74 (Iowa 1985)). It is true that not every employer/employee relationship gives rise to such a duty. Id. Rather, it exists when an employee acts as an agent for the principal, which is determined based upon the “degree and nature of service and control” within the relationship. Id. at 10 (quoting Condon Auto Sales & Serv., Inc. v. Crick, 604 N.W.2d 587, 599 (Iowa 1999)).

MidWestOne has pled that such a duty existed and has alleged that they employ “licensed securities representatives”, like Sutterfield, “who provide investment-related services and financial advisement to bank clients, subject to LPL's supervision.” [ECF No. 1 ¶ 26]. Given the nature of this relationship, the inherent discretion Sutterfield would have exercised as a financial advisor to her customers, and the access she had to MidWestOne's confidential information, it is likely that such fiduciary duties did exist. See id.

Even assuming that such a highly technical rule applies to the duration of the duty, MidWestOne has pled sufficient facts to support its claim that Sutterfield violated the duty during her employment. MidWestOne alleges that Anderson, who worked for Sutterfield, began sending client account information to Sutterfield's personal email address a full week before she formally resigned. [ECF No. 1, ¶ 58]. It also represents that Sutterfield was already in contact with Rosenthal at Elevate Wealth Management by the end of September. Id. ¶ 52. In fact, Rosenthal was allegedly helping Sutterfield negotiate the potential purchase of the block of business and her ultimate transition. Id. ¶ 53. Additionally, three days prior to her resignation, at least one client contacted Sutterfield to inquire as to “the name of the firm [she was] merging with.” Id. ¶ 60. These actions could certainly constitute “misappropriation of profits, property, or business opportunities, trade secrets and other confidences, and deliberately performing acts for the benefit of one employer which are adverse to another employer.” Condon Auto Sales & Serv., 604 N.W.2d at 600. Sutterfield may contend that much of the activity alleged by MidWestOne would have occurred after she formally resigned, but that is an issue to be flushed out in discovery. “Detailed allegations are not required to survive a Rule 12(b)(6) motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.” Twombly, 550 U.S. at 570. At this juncture, MidWestOne has provided sufficient facts to state a plausible claim and dismissal is not warranted.

III. CONCLUSION

For the above-discussed reasons, the Bank Defendants’ Motion to Dismiss for Lack of Jurisdiction is GRANTED. [ECF No. 19]. Anderson's Motion to Dismiss for Lack of Jurisdiction is GRANTED. [ECF No. 25]. Sutterfield's Motion to Dismiss for Lack of Jurisdiction and Failure to State a Claim is DENIED. [ECF No. 24].

IT IS SO ORDERED.

FOOTNOTES

1.   MidWestOne has provided sufficient support to state a valid claim that both the PSA and the CNA are enforceable contracts breached by Sutterfield. Therefore, MidWestOne's claim seeking Declaratory Judgment will also not be dismissed.

STEPHANIE M. ROSE, CHIEF JUDGE