United States District Court, W.D. Wisconsin
GARY WILLERT, LISA WILLERT, LASERMASTERS, LLC, and GPS HOLDINGS, LLC, Plaintiffs,
BRUCE ANDRE and LIBERTY PARTS TEAM, INC., Defendants.
OPINION & ORDER
D. PETERSON DISTRICT JUDGE
Gary and Lisa Willert are the sole members of plaintiff
LaserMasters, LLC, a refurbisher of toner cartridges for
printers. In 2014, LaserMasters 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
Global Printer employees to go to work for its competitor,
defendant Liberty Parts Team, Inc., and by falsely informing
Global Printer customers that Global Printer had gone out of
business. Plaintiffs assert various state-law claims against
defendants. Dkt. 25. Each defendant now moves for summary
judgment. Dkt. 65 and Dkt. 77. Because plaintiffs have failed
to adduce evidence to support any of their claims, the court
will grant summary judgment in defendants' favor.
Plaintiffs' case was not a strong one, and perhaps they
should have abandoned some claims, but the court will deny
Andre's motion for sanctions. Dkt. 125.
plaintiffs' proposed facts are conclusory and lack
evidentiary support. And many of plaintiffs' proposed
facts contain multiple factual propositions in each
paragraph, contrary to the court's procedures on motions
for summary judgment. See Dkt. 51, at 3. The court
will accept a proposed fact as true where no party disputes
it, and where the proponent cites to admissible evidence in
support of the fact, and the other side offers no evidence in
following facts are undisputed except where noted.
case concerns the printer and cartridge refurbishing and
remanufacturing industry. There are three main types of
businesses in this industry: (1) remanufacturers, which
rebuild printers and 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 cartridges; and (3)
parts suppliers, which supply parts for remanufacturers and
early 1990s, defendant Bruce Andre worked for Parts Now!, a
parts supplier in Wisconsin owned by David Reinke. Andre left
Parts Now! in 1995 and founded Global Printer Services, Inc.,
a printer remanufacturer in Wisconsin. But Andre and Reinke
remained on good terms and have kept in touch. Reinke sold
Parts Now! in 1999. In 2004, he founded Liberty Parts Team,
Inc., another parts supplier also located in Wisconsin.
in 1996, plaintiffs Lisa and Gary Willert bought
LaserMasters, LLC, a business focusing almost exclusively on
remanufacturing toner cartridges. (LaserMasters is
headquartered in Arizona and is also known as “LMI
Solutions.”) In 2014, LaserMasters, through a
subsidiary, GPS Holdings, LLC, acquired Global Printer from
Andre. Under the terms of the contract governing the
acquisition, Global Printer was to pay Andre $5, 500, 000 and
LaserMasters was to issue Andre 75, 000 membership units in
LaserMasters. In exchange, Andre agreed to be bound by
several restrictive covenants. Three restrictive covenants
are at issue in this suit. First, the noncompetition covenant
barred Andre from investing in, owning, managing, operating,
financing, controlling, advising, consulting, or guaranteeing
the obligations of any “printing remanufacturing sales
and services” business for five years. Dkt. 25-1,
¶¶ A, 12.1. Second, the nonsolicitation covenant
barred Andre from causing or inducing any customer, supplier,
licensee, franchisee, employee, or consultant of Global
Printer to cease doing business with Global Printer or to
stop working with Global Printer for five years. Id.
¶ 12.2. Third, the nondisparagement covenant barred
Andre from making any statement about Global Printer that
would cause or tend to cause the recipient to question Global
Printer's “business condition, integrity,
competence, fairness, or good character.” Id.
plaintiffs controlled Global Printer, although Andre was
still involved-he was named president of Global Printer. (The
parties dispute whether Global Printer continued to operate
under the Global Printer name post-acquisition, and no one
adduces decisive evidence on the issue. The issue is not
material, so for simplicity, the court will refer to it as
Global Printer regardless of the time period.) But
Andre's involvement was short lived. In August 2015, Gary
Willert fired Global Printer's vice president and filled
the position with his son, Matt Willert. Shortly after, Andre
decided to leave the company and sell his membership units
back to LaserMasters. Under a series of contracts governing
the buyout, Andre reaffirmed his commitment to be bound by
the restrictive covenants, and the Willerts agreed to pay him
$2, 150, 000. The Willerts have yet to pay most of that
amount; their failure to do so is the subject of a related
lawsuit, Andre v. Willert, No. 17-cv-598 (Dane Cty.
Cir. Ct. filed Mar. 13, 2017). While Andre and the Willerts
were negotiating the buyout, LaserMasters acquired Parts
Now!. The contracts for that buyout were signed on November
had personal relationships with many Global Printer
employees. In fact, he frequently referred to them as
“family.” Dkt. 61 (Andre Dep. 35:10-12). He
remained in touch with several Global Printer employees after
he left the company. Andre's communications with those
employees and Reinke during this time form the basis for most
of plaintiffs' claims, so the court sets them out here in
November 13, 2015, Reinke called Andre and congratulated him
on the buyout. The next day, Andre texted Global Printer
employee Diana Wearing, asking for Chad Anderson's
number. (We don't know who Chad Anderson is.) The
following week, he met with Tom Gantenbein, another Global
January 2016, Andre had lunch with Reinke.
February 9, Andre exchanged the following text messages with
Andre: How did the meeting go yesterday? Did they get rid of
Wearing: Happened after I left-haven't had a chance to
talk to Mike or Tom yet…I'll let you know
Andre: No news is probably good news Wearing:
Dkt. 102-5, at 5. The next week, Wearing texted Andre,
thanking him for “pick[ing] up the tab”
“the other night.” Id.
March 3, Andre and Gantenbein texted:
Andre: I heard about MN and Ladd. How are you?
Gantenbein: Livin the dream Andre: Let me know if you want to
get together for a beer after work.
Gantenbein: I will let you know. Not sure at this point.
Thanks Andre: OK Gantenbein: Ok yes. . . .
Dkt. 102-7, at 1. The parties indicate that “MN”
refers to LaserMasters' planned closing of a facility in
Minnesota and that “Ladd” refers to another
Global Printer employee who had recently resigned.
March 16, Andre talked to another Global Printer employee,
Roy Divine. The next day, Andre exchanged the following text
messages with Wearing regarding Divine:
Wearing: Just in case you haven't heard… They
fired Roy this afternoon Andre: I heard. Did he know it was
Wearing: No…he did say he told you last night he had a
feeling something had changed-he was right… Andre: I
thought he was talking about not being a manager
Dkt. 102-5, at 6-7.
March 28, Global Printer employee Elyse Birkett texted Andre:
Birkett: So I'm pretty sure I'm putting my notice in
this week. 3 weeks out, right before my vacation. I am not a
risk taker, I'm sort of freaking out.
Andre: Wow. I just got your message. How are you doing? Did
something happen, or just enough is enough?
Birkett: Ughh enough!!! Just may have spoken to a voice of
reason for the last hour though so slight mind change.
Skippy essentially wants me to schedule Atlanta production
for Linwood. Fucking ridiculous.
Andre: Big decision, probably good to take your time. Fucking
ridiculous Birkett: But regardless, hitting it hard to get
out so keep your ears to the wall for me if you hear of
anything please let me know!
102-8, at 7-8. During a deposition, Andre testified that
“Skippy” probably refers to Matt Willert. Birkett
and Andre didn't text again for more than two weeks.
2, Gantenbein and Andre met at Andre's house. On May 31,
Gantenbein sent Andre the following text messages:
Gantenbein: Mike G got Leroy go
Dkt. 102-7, at 3. On June 1, Gantenbein met Andre at a
Monday, June 6, Wearing texted Andre:
Wearing: Hi Bruce-you've got a stack of mail
here…Matt will be out of the office Tuesday and
Wednesday if you want to stop by and pick it up:)
Andre: Sounds good I will stop in
Dkt. 102-5, at 12-13. Later that day, Andre texted Wearing
Andre: I am going to stop in at 9:00 on Wednesday. The
insurance company wants to do a walk through
Id. at 13. (Andre still owned the property where
Global Printer's offices were located, and his insurance
company had asked him to schedule a time for a “loss
control survey.” Dkt. 117-1; see also Dkt.
117, ¶¶ 6-8.)
Tuesday, June 7, Birkett texted Andre:
Birkett: Just put my notice in, last day next Friday. Old GPS
happy hour next Thursday at waypoint public house in
Andre: Wow! Very cool. LPT?
Birkett: Yep. Or….I mean…maybe lol
Birkett: I have another offer from hometown pharmacy too
(which I turned down but haven't told anyone that), back
to back offers. It was a pretty darn good weekend!
Andre: Congrats either way. Talk to you later
Birkett: Oh and I got preapproved for a house. Finally moving
in the right direction again!
Id. at 10-11. That same day, Birkett emailed several
Global Printer employees, including Brehm, informing them of
her imminent departure and inviting them to an
“‘old global' happy hour” the following
Thursday. Dkt. 102-11, at 2. Brehm responded, suggesting that
seven other people (whom the court takes to be former Global