MEMORANDUM DECISION AND ORDER I. INTRODUCTION On July 2, 2020, Plaintiffs Adecco USA, Inc. (“Adecco”) and ADO Staffing, Inc. (collectively, “Plaintiffs”) commenced this action alleging various violations of state and federal laws against Defendants Staffworks, Inc. (“Staffworks”) and Anita Vitullo (“Vitullo”), as well as Defendants Karen Walser, Vicki Rodabaugh, Deborah Rohde, Maurica Gloria, Brianna Flint, Tayler Fravel, Karen Standford, and Shelly Kranz (collectively, the “Former Employees”). See Dkt. No. 1. Plaintiffs’ second amended complaint asserts six causes of action against Defendants for breach of contract, tortious interference, actual trade secret misappropriation, conversion, trademark infringement, and unfair competition. See Dkt. No. 208 at
169-221. Defendants’ second amended answer asserts two counterclaims against Plaintiffs: (1) tortious interference with contract; and (2) tortious interference with business relationships/prospective economic advantage. See Dkt. No. 214 at 41-45. On July 10, 2020, the Court denied Plaintiffs’ motion for a temporary restraining order, see Dkt. No. 14. Then, on September 15, 2020, the Court granted Plaintiffs’ motion for a preliminary injunction in part. See Dkt. No. 71. A motion for reconsideration of the Court’s order on its motion for a preliminary injunction was granted in part on November 30, 2020. See Dkt. No. 105. On June 23, 2021, the Court granted Plaintiffs’ motion to consolidate this action with Staffworks, Inc. et al v. Adecco USA, Inc., No. 6:20-CV-747, and denied Defendants’ cross-motion to dismiss. See Dkt. No. 142. Currently before the Court is Plaintiffs’ motion to dismiss Defendants’ counterclaims. See Dkt. No. 218.1 For the reasons that follow, Plaintiffs’ motion is denied. II. BACKGROUND2 According to Defendants, Adecco is a global staffing corporation that offers staffing services in the central and southern New York state markets. See Dkt. No. 214 at 34. Although each started at different times and held different positions, the Former Employees all worked for Adecco at some point and were required to sign an employment agreement upon starting employment. See id. at 31-33. None of the Former Employees were advised that they could consult an attorney prior to signing and they were not permitted to negotiate any terms of the form employment agreement. See id. Defendant Vitullo is the president and sole shareholder of Staffworks, a corporation that offers staffing services in the central and southern New York state markets. See id. at 33. In March 2020, Defendants allege that Adecco began to institute pay cuts and furloughs for many of its employees, including some of the Former Employees. See id. at 35. Shortly thereafter, Defendants allege that Adecco instituted a restructuring plan that resulted in layoffs, terminations, and “a chaotic atmosphere” that rendered Adecco “unable to deliver the same caliber of services” as it had previously. Id. at 36-37. As examples of Adecco’s alleged declining ability to provide adequate services, Defendants assert that Felix Schoeller North America, Inc. (“Felix Schoeller”), a corporate client of Adecco, “sought out staffing services from [other] companies…because of poor service” and that Adecco associates3 assigned to Boral Building Products, Inc. (“Boral”), another corporate client, “sought out assignment with Staffworks because they were treated poorly by Adecco employees and because Adecco failed to process their payroll paperwork.” Id. at 37. Between June and September 2020, each of the Former Employees obtained positions at Staffworks. See id. at 37-38. Defendants allege that Adecco and its employees thereafter “falsely stated to clients or potential clients of Staffworks, including but not limited to Pladis, Stateline Auto Auction, Boral, PSA Cleaning, United Auto Supply, and Kilian Manufacturing, that Defendants had sabotaged payroll, took illegal actions, and engaged in in other misconduct while working at Adecco.” Id. at 38. Defendants also allege that Adecco “threatened litigation, which [it knew] to be baseless, against clients and potential clients of Staffworks, including but not limited to Felix Schoeller, Tessy Plastics Corp., Gatehouse Motel, and Killian Manufacturing.” Id. The second amended answer alleges ten specific examples of these alleged statements and threats: a. In or about September 2020, Adecco employees Renee Johnson (“Johnson”) and Trevor Clark (“Clark”) falsely stated to Mike Lenzer and Jamela Vaughn of Pladis that Gloria and Flint sabotaged payroll before leaving Adecco and engaged in other unethical and illegal conduct relating to their work at Adecco. b. In or about July 2020, Adecco employees Nicole May, Megan Molik, Johnson, and Clark, falsely stated to Paul Tharrett and Angela Mansfield of Boral that Gloria and Flint sabotaged the Boral payroll before leaving Adecco. c. In or about June 2020, Adecco employees Johnson and Clark falsely stated to Aron Bristow of Stateline Auto Auction that Gloria and Flint had sabotaged the Stateline Auto Auction payroll while employed at Adecco. d. On or about June 17, 2020, Adecco employees Johnson and Clark falsely stated to Scott Shaw of PSA Cleaning that Gloria and Flint had engaged in unethical and illegal conduct relating to their work at Adecco. e. In or about June 2020, Adecco employee Laurlyn Bush (“Bush”) falsely stated to Keith Flynn of Kilian Manufacturing that Walser had engaged in unethical and illegal conduct relating to her work at Adecco, and threatened that if he worked with Walser at Staffworks, Kilian Manufacturing would be sued. f. In or about June 2020, Adecco employee Johnson threatened Tina Devey of Pactiv, stating that…Pactiv would be subjected to litigation if Pactiv worked with Staffworks. g. In or about July or August of 2020, Adecco employee Bush falsely stated to James Ranalli of United Auto Supply that Walser engaged in illegal conduct relating to her work at Adecco and warned that he should not do business with Walser at Staffworks. h. On or about September 21, 2020, Adecco sent a letter through its attorneys to Felix Schoeller impliedly threatening legal action against the company because it did business with Staffworks. i. On or about September 21, 2020, Adecco sent a letter through its attorneys to Tessy Plastics Corp. impliedly threatening legal action against the company because it did business with Staffworks. j. On or about September 21, 2020, Adecco sent a letter through its attorneys to Gatehouse Motel impliedly threatening legal action against the company because it did business with Staffworks. Id. at 39-40. Defendants also allege that Adecco “falsely claimed the right to possess a Facebook page [Defendant] Gloria created in 2014 through her personal Facebook account.” Id. at 40. The second amended answer asserts that Adecco “made these false statements and threats out of malice” and intended those statements to induce one or more entities it knew to have current or prospective business relationships with Defendants to end those relationships or to not enter into new ones. Id. at 38. Defendants allege that they have “lost contracts and/or business opportunities with those clients and potential clients” and suffered damage to their “business reputation and ability to obtain future contracts and/or business relationships” as a result of these actions. Id. at 40-41. Defendants’ first counterclaim is for tortious interference with contract. See Dkt. No. 214 at
