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Calyon v. Mizuho Secs. USA, Inc.

United States District Court for the Southern District of New York

July 24, 2007, Decided; September 5, 2007, Filed

07 Civ. 2241(RO)

Opinion

MEMORANDUM AND ORDER

OWEN, District Judge:

This case was brought by one banking corporation, Calyon, against another banking corporation, Mizuho, and eleven individuals who used to work at Calyon but now work at Mizuho. Defendants have moved to dismiss the complaint or, in the alternative, stay the action and compel arbitration.

On a motion to dismiss, the Court must accept as true all material factual allegations in the complaint,  [*2] Atlantic Mutual Ins. Co. v. Balfour Maclaine Int'l Ltd., 968 F.2d 196, 198 (2d Cir.1992). In addition to the facts set forth in the complaint, the Court may also consider documents attached thereto and/or incorporated by reference therein, Automated Salvage Transp., Inc. v. Wheelabrator Envtl. Sys., Inc., 155 F.3d 59, 67 (2d Cir.1998), as well as matters of public record, Pani v. Empire Blue Cross Blue Shield, 152 F.3d 67, 75 (2d Cir.1998), cert. denied, 525 U.S. 1103, 119 S.Ct. 868, 142 L.Ed.2d 770 (1999).

On December 8, 2006, ten of the eleven individual defendants resigned from Calyon after signing employment agreements with Mizuho the night before (the eleventh had been fired by Calyon earlier and had already started working for Mizuho). Towards the end of their employment at Calyon, some defendants copied information that Calyon claims is proprietary from Calyon's computer system. Others emailed copies of those documents to their personal email accounts. Some emailed Calyon documents directly to Mizuho. Many of these documents were transmitted before the defendants signed their employment agreements with Mizuho, but some were transmitted after. These acts violated Calyon's internal  [*3] email policies.

Plaintiff's complaint has one federal cause of action, under 18 U.S.C. § 1030, the Computer Fraud and Abuse Act ("CFAA"), and a number of state law causes of action (for breach of fiduciary duty, inducing/aiding and abetting a breach of fiduciary duty, unfair competition, tortuous interference with business relationships, and civil conspiracy).

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2007 U.S. Dist. LEXIS 66051 *; 2007 WL 2618658

CALYON, Plaintiff, v. MIZUHO SECURITIES USA, INC., MIZUHO INTERNATIONAL PLC, ALEXANDER REKEDA, DOUGLAS MUNSON, JAMES SHEPARD, WILLIAM BUDD, JR., CLIFFORD CONDON, XAVIER CAPDEPON, PAOLO TORTI, GWEN SNORTELAND, DANIEL WILL, RACHEL YANG, and YURI CHUMAK, Defendants.

Prior History: Calyon v. Mizuho Sec. USA, Inc., 2007 U.S. Dist. LEXIS 51919 (S.D.N.Y., July 17, 2007)

CORE TERMS

documents, authorization, arbitrate, email, motion to dismiss, computer system, exceeds, breach of fiduciary duty, federal cause of action, employment agreement, federal jurisdiction, banking corporation, compel arbitration, allegations, proprietary, transmitted, knowingly, accesses, causes, copied