Law School Case Brief
Helmerich & Payne Int'l Drilling Co. v. Schlumberger Tech. Corp. - 2017 U.S. Dist. LEXIS 211447
Section 203(A), title 79 of the Oklahoma statutes, part of the Oklahoma Antitrust Reform Act, declares "every act, agreement, contract, or combination in the form of a trust, or otherwise, or conspiracy in restraint of trade or commerce within Oklahoma . . . to be against public policy and illegal. 79 O.S. § 203(A). The Oklahoma Supreme Court has interpreted section 203(A) to prohibit "only those acts that unreasonably restrain trade or commerce."
H&P and Omron Oilfield & Marine, Inc. entered into a license agreement concerning certain software developed for use in the oil industry. The license agreement granted H&P a right to use and modify the software in the conduct of H&P's customary rig leasing service and business. The license agreement also included a non-solicitation provision applicable to Omron and its affiliates regarding development of competing hardware or software. H&P alleged that defendant Schlumberger wrongfully revoked the license agreement based on alleged solicitation of Schlumberger employees by H&P. H&P filed an amended complaint in which it asserted four counts:(1) breach of contract; (2) declaratory judgment that H&P did not violate the non-solicitation provision, and that Schlumberger's attempted revocation of the license agreement was invalid; (3) declaratory judgment that Schlumberger's interpretation of the non-solicitation provision violated § 203(A) of the Oklahoma Antitrust Reform Act; and (4) declaratory judgment that the non-solicitation provision violated Oklahoma's restraint of trade statute. Schlumberger moved to dismiss count three and count four.
Should the court dismiss counts three and four?
The court dismissed count three because H&P did not identify the relevant market with sufficient specificity to state a plausible claim pursuant to 79 O.S. § 203(A). Count four was likewise dismissed because H&P had not been able to prove that the non-solicitation provision was an unreasonable restraint of trade. The court found that the amended complaint did not allege that the non-solicitation provision restrained H&P from engaging in its trade, profession, or business—drilling. Nor did it allege that the non-solicitation provision prohibited the employment of an individual as a specialized engineer with any other company in the oil and gas labor market in the field of engineering as a whole. The amended complaint did not allege that Schlumberger's interpretation of the license agreement would result in reduced compensation, business or working conditions in the overall "trade, business or profession," or at any other employer for that matter. Rather, the amended complaint's averments related only to competition to attract employees amongst two companies—H&P and Schlumberger. The court was not persuaded that the amended complaint stated a plausible claim for restraint in the exercise of a "trade, business, or profession."
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