The following e-filed documents, listed by NYSCEF document number (Motion 015) 259, 260, 261, 262, 263, 264, 268, 280, 281, 282, 283, 284, 285 were read on this motion to/for DISMISS. The following e-filed documents, listed by NYSCEF document number (Motion 016) 269, 270, 271, 272, 273, 275, 276, 277, 278, 279, 286 were read on this motion to/for AMEND CAPTION/PLEADINGS. The following e-filed documents, listed by NYSCEF document number (Motion 017) 287, 288, 290 were read on this motion to/for SEAL. DECISION+ ORDER ON MOTION BDO USA, LLP’s (BDO) motion to dismiss James Stiles’ second amended counterclaims (Mtn. Seq. No. 015) is (i) denied without prejudice with respect to the defamation counterclaim because it is timely brought and adequately alleged and (ii) granted without prejudice with respect to the counterclaim for tortious interference with business relations. Stephen Morris’s motion to amend his answer to add a counterclaim for defamation (Mtn. Seq. No. 016) must be granted because the counterclaim is timely, not palpably devoid of merit, and BDO will not be prejudiced. BDO’s motion to seal (Mtn. Seq. No. 017) must be granted as good cause exists for sealing. The Relevant Facts and Circumstances Reference is made herein to a Manager Agreement dated October 19, 2012 (the Manager Agreement; NYSCEF Doc. No. 3) between Mr. Stiles and BDO whereby Mr. Stiles was employed in a manager position. Pursuant to the Manager Agreement, Mr. Stiles agreed “to devote all of [his] working time and energy and to give [his] best attention exclusively to the business of [BDO]” (id., 2). Mr. Stiles also agreed to use BDO’s confidential information only as necessary to conduct BDO’s business and that he would return all confidential information in his possession to BDO upon his departure, whether by resignation, termination, or otherwise (id., 5). Mr. Stiles agreed that his employment created a fiduciary relationship with BDO and that use of BDO’s confidential information or Mr. Stiles’ relationships with clients to take business away from BDO would be a breach of his fiduciary responsibilities (id., 6). Mr. Stiles was a member of BDO’s Industry Specialty Services Group (ISSG) and the Managing Director of the ISSG Biodefense and Government Contracts Practice (NYSCEF Doc. No. 255, 29). In that role, he was regularly exposed to BDO’s confidential and proprietary information, including information concerning BDO’s clients and their financial information, and BDO’s business plans and strategies (id., 33). While at BDO, Mr. Stiles allegedly developed a close working relationship with Eric Jia-Sabota (id., 31). BDO alleges that while he was still employed by BDO, Mr. Jia-Sabota began plotting to steal BDO’s business after BDO declined to appoint him head of the Public Sector Practice (id., 41). Mr. Jia-Sabota founded A2Z Associates, Inc., which conducts business under the name EverGlade Consulting (EverGlade) and which publicly launched in direct competition with BDO on May 5, 2020 (id.,
42-45). BDO alleges that Mr. Jia-Sabota enlisted Mr. Stiles to help him lure employees from BDO to EverGlade, including by (i) falsely telling the ISSG Biodefense team that the entire ISSG team was joining EverGlade, (ii) telling employees that if they did not join EverGlade they would have little to no job prospects at BDO, (iii) directing employees to apply for positions through EverGlade’s website, (iv) instructing employees on the timing and wording of their resignation notices to BDO, and using BDO’s confidential information to cause employees to resign from BDO and begin employment at EverGlade (NYSCEF Doc. No. 255,
