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Willert v. Andre

United States District Court, W.D. Wisconsin

October 31, 2017

GARY WILLERT, LISA WILLERT, LASERMASTERS, LLC, and GPS HOLDINGS, LLC, Plaintiffs,
v.
BRUCE ANDRE and LIBERTY PARTS TEAM, INC., Defendants.

          OPINION & ORDER

          JAMES D. PETERSON DISTRICT JUDGE

         Plaintiffs Gary and Lisa Willert are the sole members of plaintiff LaserMaster, LLC, a refurbisher of toner cartridges for printers. In 2014, LaserMaster, through its subsidiary, plaintiff GPS Holdings, LLC, acquired Global Printer Services, Inc., (a printer remanufacturer) from defendant Bruce Andre. Plaintiffs allege that Andre breached the contract covering the acquisition by encouraging several GPS employees to leave GPS and work for its competitor, defendant Liberty Parts Team, Inc., and falsely informing GPS customers that GPS had gone out of business. Plaintiffs allege that Liberty then stopped paying LaserMaster for the parts it purchased. Plaintiffs assert various state-law claims against defendants. Dkt. 25.

         Liberty moves to dismiss several of plaintiffs' claims under Federal Rule of Civil Procedure 12(b)(6). Dkt. 28. The court will grant Liberty's motion in part, dismissing plaintiffs' claims of tortious interference with their relationships with Andre and their customers and their claim under Wisconsin's Deceptive Trade Practices Act.

         ALLEGATIONS OF FACT

         The court draws the following facts from plaintiffs' complaint, Dkt. 25, and accepts them as true for the purpose of deciding Liberty's motion. Zahn v. N. Am. Power & Gas, LLC, 815 F.3d 1082, 1087 (7th Cir. 2016).

         This case concerns the printer and printing supply refurbishing and remanufacturing industry. There are three main types of businesses in this industry: (1) remanufacturers, which rebuild printers and printing supplies, such as toner cartridges, to the original manufactured product's specifications using reused, repaired, and new parts; (2) refurbishers, which clean and repair minor defects in printers and printing supplies; and (3) parts suppliers, which supply parts for remanufacturers and refurbishers.

         Way back in 1989, David Reinke became CEO of Parts Now, LLC, a parts supplier. In 1992, defendant Bruce Andre joined Parts Now as a sales representative. In 1995, Andre left Parts Now to found Global Printer Services, Inc., a printer remanufacturer. But he remained friends with Reinke; the two had a '"gentleman's agreement' regarding the segment of the industry each would occupy." Dkt. 25, ¶ 31. Around 1999, Reinke sold Parts Now. He later started defendant Liberty Parts Team, Inc., another parts supplier.

         Meanwhile, in 1996, plaintiffs Lisa and Gary Willert bought LaserMaster, LLC, a toner cartridge refurbisher and remanufacturer. On June 11, 2014, LaserMaster acquired Global Printer Services from Andre. Under the terms of the contract governing the acquisition, GPS was to pay Andre $5, 500, 000 and LaserMaster was to issue Andre 75, 000 membership interests in LaserMaster. In exchange, Andre agreed not to solicit any GPS customers, employees, or independent contractor or own, manage, advise, or consult any person or entity engaged in printer remanufacturing sales and services for five years. Neither Andre nor the Willerts was to make any derogatory or disparaging statement about each other. After the acquisition, Andre remained president of GPS. In September 2015, LaserMaster acquired Parts Now. In November 2015, Andre stopped working for GPS and sold his membership interest in LaserMaster back to the Willerts. Under a series of contracts governing the buyout, the Willerts agreed to pay Andre $2, 150, 000; Andre reaffirmed that he would not solicit any GPS customers, employees, or independent contractor or own, manage, advice, or consult any person or entity engaged in printing remanufacturing sales and services; and all reaffirmed that they would not make any derogatory or disparaging statement about each other.

         Here's where things turned south. Plaintiffs allege that Andre and Liberty began colluding to poach GPS employees and enter the printer remanufacturing business in competition with GPS. They allege that during and after the buyout, Andre hosted several parties for GPS employees and made derogatory or disparaging remarks about plaintiffs at one of those parties. Several months after the buyout, he visited GPS's Wisconsin offices and met privately with several GPS employees. GPS employees began leaving GPS to work for Liberty. One of them, Gregory Kastenmeier, was the GPS production manager and was privy to GPS's confidential and proprietary information, including standard operating procedures and checklists for remanufacturing printers. Kastenmeier brought the standard operating procedures and checklists with him to Liberty, at Liberty's request. Liberty sought GPS salary information and price lists from former GPS employees and offered cash incentives for poaching additional GPS employees. In total, about 10 GPS employees moved to Liberty, representing about 15 percent of GPS's workforce.

         As soon as Liberty hired Kastenmeier, it started remanufacturing printers. It lied about this, telling the Willerts that it wasn't remanufacturing printers but telling GPS customers not only that it was entering the remanufacturing business but that GPS was leaving the remanufacturing business. For example, a Liberty employee sent the following email to a GPS customer:

Since [LaserMaster] closed down operations for Global Printer and Parts Now here in Madison, we have hired most of the Global staff and launched a remanufactured printers division as of November.

Id. ¶ 123. As a result of Liberty's false statements, plaintiffs' sales have suffered: GPS's annual gross revenue is about half of what Global Printer Services' annual gross revenue was before the acquisition. Also, Liberty owes LaserMaster $27, 246.28 for parts it bought in the spring of 2017, which it refuses to pay.

         Plaintiffs filed suit against Andre and ...


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