CLARKE SILVERGLATE P.A. 

799 Brickell Plaza, Suite 900, Miami, FL 33131 Phone: 305.377.0700 Fax: 305.377.3001 www.cspalaw.com

IN THE UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

MALIBU BOATS, INC., CASE NUMBER: 

a Delaware Corporation, 

Plaintiff, 

v. 

JOHN SAMPSON, 

an Individual, 

Defendant. 

 / 

COMPLAINT

Plaintiff Malibu Boats, Inc. (“Malibu Boats” or the “Company”) sues Defendant John 

Sampson (“Sampson”) for injunctive relief and damages. 

Introduction 

1. Malibu Boats brings this action to enforce restrictive covenants against its former 

employee Sampson who, during his employment, gained knowledge of highly confidential, 

proprietary, and trade secret Company information. 

2. As part of his employment, Sampson entered into Restricted Stock Unit Award 

Agreements (“RSU Agreements”) with Malibu Boats, which contained confidentiality, noncompete, and non-solicitation provisions. Upon resigning from his employment with Malibu 

Boats, Sampson violated the restrictive covenants by accepting, or showing an unequivocal intent 

to accept, employment with a competitor of Malibu Boats. 

3. Malibu Boats seeks to enforce Sampson’s contractual commitments not to work for 

a competitor, solicit Malibu Boats’ customers or employees, or use or disclose Malibu Boats’ 

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CLARKE SILVERGLATE P.A. 

799 Brickell Plaza, Suite 900, Miami, FL 33131 Phone: 305.377.0700 Fax: 305.377.3001 www.cspalaw.com

confidential information or trade secrets. Malibu Boats sues Sampson for damages and injunctive 

relief.

Parties, Jurisdiction, and Venue 

4. Malibu Boats is a Delaware corporation with its principal place of business in 

Loudon, Tennessee. 

5. Sampson is an individual residing in St. Lucie County, Florida, and is otherwise sui 

juris. 

6. This Court has subject matter jurisdiction over this matter pursuant to 28 U.S.C. § 

1332(a)(1) as the amount in controversy exceeds $75,000, exclusive of attorneys’ fees and costs, 

exclusive of interest, costs and fees, and it is between citizens of different states within the meaning 

of 28 U.S.C. § 1332. 

7. Sampson is subject to the personal jurisdiction of this Court as he resides in the 

State of Florida and otherwise maintains sufficient minimum contacts with the State. 

8. Venue is proper pursuant to 28 U.S.C. § 1391(b) as Sampson resides in the 

Southern District of Florida, and the events giving rise to the causes of action occurred in this 

judicial district. 

General Allegations 

9. Malibu Boats is a leading designer, manufacturer, and marketer of recreational 

power boats under eight brands: Malibu, Axis, Pursuit, Maverick, Cobia, Pathfinder, Hewes, and 

Cobalt. The boats are used for a broad range of activities, including water sports such as water 

skiing, wakeboarding, and wake surfing, as well as fishing and general recreational boating 

activities. 

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CLARKE SILVERGLATE P.A. 

799 Brickell Plaza, Suite 900, Miami, FL 33131 Phone: 305.377.0700 Fax: 305.377.3001 www.cspalaw.com

10. Malibu Boats’ brands are marketed and sold throughout the United States and 

internationally. Through its boat brands, Malibu Boats has created significant goodwill in the 

marketplace. 

11. In 1996, Sampson became employed by Maverick Boat Group, Inc. (“MBG”). 

Between October 1996 and November 2015, Mr. Sampson held the positions of Customer Service 

Manager, Quality Assurance Manager, Lamination Manager, and Engineer. Between November 

2015 and November 2017, Mr. Sampson obtained employment outside of MBG. He resumed 

employment with MBG in November 2017 in the role of Plant Manager, then Director of 

Manufacturing, and finally Director of Composite Engineering. Sampson worked for MBG for 

almost 25 years. 

12. In 2020, Malibu Boats acquired MBG. Unless otherwise indicated, Malibu Boats 

and MBG are referred to collectively as “Malibu Boats” or the “Company.” 

13. In his various roles with Malibu Boats, Sampson had access to and gained 

knowledge of the Company’s highly confidential and proprietary information and trade secrets 

related to the design, manufacture, marketing, and sale of boats, including the Company’s strategic 

plans. 

14. In addition, Mr. Sampson has intimate knowledge of the Company’s proprietary 

methods, processes, and technology for designing and constructing boat hulls and decks. The 

Company’s proprietary boat hull and deck design and construction give its brands an industryleading competitive advantage. 

15. Under a Restricted Stock Unit Award Agreement dated November 3, 2021, Malibu 

Boats awarded Sampson 505 restricted stock units in Malibu Boat’s common stock. The restricted 

stock units vest in three equal increments between November 6, 2022, and November 6, 2024. A 

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CLARKE SILVERGLATE P.A. 

799 Brickell Plaza, Suite 900, Miami, FL 33131 Phone: 305.377.0700 Fax: 305.377.3001 www.cspalaw.com

true and correct copy of this Restricted Stock Unit Award Agreement is attached hereto as Exhibit 

A. 

16. Under a Restricted Stock Unit Award Agreement dated May 6, 2022, Malibu Boats 

awarded Sampson 100 restricted stock units in Malibu Boat’s common stock. The restricted stock 

units vest in six equal increments between November 6, 2022, and May 6, 2025. A true and correct 

copy of this Restricted Stock Unit Award Agreement is attached hereto as Exhibit B. 

17. The RSU Agreements are governed by Delaware law. 

18. As consideration for the grants of restricted stock units under the RSU Agreements, 

Sampson was required, among other things: (a) not to use or disclose Malibu Boat’s confidential 

information; (b) not to work for Malibu Boats competitors for one year following the termination 

of his employment; and (c) not to solicit the Company’s customers or employees for three years 

following the termination of his employment (collectively, the “Restrictive Covenants”). 

19. The Restrictive Covenants were necessary to advance Malibu Boats’ legitimate 

business interests, including, among other things, protecting the Company’s propriety, 

confidential, and trade secret information and its customer and employee relationships. 

20. Specifically, the RSU Agreements’ confidentiality provisions state: 

(c) On the Grant Date and at all times thereafter, [Sampson] shall hold inviolate 

and keep secret all non-public documents, materials, knowledge or other 

confidential business or technical information of any nature whatsoever that the 

Company has maintained as confidential and that has been disclosed to or 

developed by him or to which he had access as a result of his association with the 

Company and its affiliates (“Confidential Information”). Such Confidential 

Information shall include non-public technical and business information, including, 

but not limited to, inventions, research and development, engineering, products, 

designs, manufacture, methods, systems, improvements, trade secrets, formulas, 

processes, marketing, merchandising, selling, licensing, servicing, pricing, 

investors, personnel information (including skills, compensation, experience and 

performance), customer lists and preferences, records, financial information, 

manuals and/or business plans and strategies. [Sampson] agrees that all 

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CLARKE SILVERGLATE P.A. 

799 Brickell Plaza, Suite 900, Miami, FL 33131 Phone: 305.377.0700 Fax: 305.377.3001 www.cspalaw.com

Confidential Information shall remain the sole and absolute property of the 

Company, unless such information is or becomes publicly available or disclosed by 

lawful means. On the Grant Date and at all times thereafter, [Sampson] shall not 

use, disclose, disseminate, publish, reproduce or otherwise make available such 

Confidential Information to any person, firm, corporation or other entity, except for 

the purpose of performing services on behalf of the Company. Upon the termination 

of [Sampson’s] employment with the Company for any reason, [Sampson] shall (i) 

not use, disclose, disseminate, publish, reproduce or otherwise make available such 

Confidential Information to any person, firm, corporation or other entity, unless 

such information is or becomes publicly available or disclosed by lawful means; 

(ii) return to the Company all property that belongs to or is owned by the Company 

(including any computer, cell phone, personal digital assistant, keys, security cards, 

etc.); and (iii) return to the Company all documents, records, compositions, articles, 

devices, equipment, electronic storage devices and other items that disclose or 

embody Confidential Information, including all copies or specimens thereof 

(including electronic copies), whether prepared by him or by others, unless such 

information is or becomes publicly available or disclosed by lawful means . . . 

Exs. A and B ¶¶ 12(c). 

21. The RSU Agreements’ non-competition provisions state: 

As partial consideration for the grant of an Award, a Participant (other than an 

Outside Director) shall agree that for a period of time beginning with the date of an 

Award Agreement and ending on the later of (i) one (1) year following the date of 

grant or (ii) one (1) year following termination of employment with the Company 

or any of its affiliates for any reason (the “Termination Date”), [Sampson] shall not 

directly or indirectly, for himself or another person, firm, corporation, association 

or other entity, as an owner, partner, participant of a joint venture, trustee, 

proprietor, stockholder, member, manager, director, officer, employee, independent 

contractor, capital investor, lender, consultant, advisor or otherwise, or by lending 

or allowing his name or reputation to be used in connection with, or otherwise 

participating in or allowing his skill, knowledge or experience to be used in 

connection with, or operate, develop or own any interest in (other than the 

ownership of less than five percent (5%) of the equity securities of a publicly-traded 

company), or be employed by or consult with, any business or entity that competes 

with the business of the Company (the “Covered Business”), without prior approval 

of the Company. For purposes of this Agreement, a Covered Business shall include, 

but not be limited to, any business or entity that designs, manufactures, or markets 

any type of boat or watercraft, or components thereof, regardless of physical 

location of such business activity. 

Exs. A and B ¶¶ 13. 

22. Finally, the RSU Agreements’ non-solicitation provisions state: 

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CLARKE SILVERGLATE P.A. 

799 Brickell Plaza, Suite 900, Miami, FL 33131 Phone: 305.377.0700 Fax: 305.377.3001 www.cspalaw.com

As partial consideration for the grant of this Award, [Sampson] agrees that 

for a period of time beginning with the date hereof and ending on the later of (i) 

three (3) years following the Grant Date or (ii) three years following the 

Termination Date, [Sampson] shall not, directly or indirectly: 

(a) solicit, induce or encourage any employee of the Company or any 

of its affiliates or Subsidiaries to terminate their employment with the 

Company or any of its affiliates or Subsidiaries; 

(b) make any defamatory public statement concerning the financial 

performance, products, services, the Board or management personnel of the 

Company or any of its affiliates or Subsidiaries, or [Sampson’s] 

employment . . . ; or 

(c) use or disclose the Company’s confidential or proprietary 

information to induce, attempt to induce or knowingly encourage any 

Customer of the Company or any of its affiliates or Subsidiaries to divert 

any business or income from the Company or any of its affiliates or 

Subsidiaries, or to stop or alter the manner in which they are then doing 

business with the Company or any of its affiliates or Subsidiaries. The term 

“Customer” shall mean any individual or business firm that is, or within the 

prior eighteen (18) months was, a customer or client of the Company or any 

of its affiliates, whether or not such business was actively solicited by 

[Sampson] on behalf of the Company or any of its affiliates or Subsidiaries 

during [Sampson’s] employment. 

Exs. A and B ¶¶ 14(a)-(c). 

23. Brokerage firm E*TRADE is the administrator of Malibu Boats’ employee stock 

plan. To accept a grant of restricted stock units, Malibu Boat employees must first activate an 

employee E*TRADE stock plan account through E*TRADE’s computer-based system. Once the 

account is created, the employee accepts the grant by logging on to his/her account and following 

the prompts. 

24. Before accepting a grant of restricted stock units, the employee must open and have 

an opportunity to read the applicable grant documents, including the RSU Agreement. The 

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CLARKE SILVERGLATE P.A. 

799 Brickell Plaza, Suite 900, Miami, FL 33131 Phone: 305.377.0700 Fax: 305.377.3001 www.cspalaw.com

employee must then indicate that they have read and agree to the terms of the documents by 

clicking the appropriate box. 

25. On June 9 and 10, 2022, respectively, Mr. Sampson accepted the grants of restricted 

stock units contained in the RSU Agreements. A true and correct screenshot of Sampson’s 

acceptances of the RSU Agreements is attached hereto as Exhibit C. 

26. In accepting the grants, Sampson agreed to the terms of the RSU Agreements and 

the Restrictive Covenants contained therein. 

27. On or about October 17, 2022, Sampson advised his direct supervisor, Matthew 

Saloom, that he was resigning from his employment to work for a competitor of Malibu Boats. 

Sampson refused to disclose the identity of the competitor with whom he accepted employment. 

28. Malibu Boats would suffer irreparable harm if its competitor gained access to the 

confidential information that Sampson possesses or if Sampson were permitted to obtain 

employment or solicit Malibu Boats’ customers or employees. 

29. Malibu Boats has been forced to incur attorney’s fees and costs in bringing this 

action. 

30. All conditions precedent to bringing this action have been met, waived, or 

otherwise satisfied. 

Count I – Breach of Contract 

31. Malibu Boats incorporates and realleges the allegations set forth in paragraphs 1 

through 30 above as though fully set forth herein. 

32. Sampson voluntarily entered into the RSU Agreements for valid consideration. 

33. The RSU Agreements contain confidentiality, non-compete, and non-solicitation 

provisions. 

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CLARKE SILVERGLATE P.A. 

799 Brickell Plaza, Suite 900, Miami, FL 33131 Phone: 305.377.0700 Fax: 305.377.3001 www.cspalaw.com

34. Sampson breached the RSU Agreements’ non-compete provisions by accepting 

employment with a competitor of Malibu Boats. 

35. The similarities between the product lines and customer bases of Malibu Boats and 

those of its competitors make inevitable the disclosure and use of Sampson’s knowledge of Malibu 

Boats’ confidential information and trade secrets. 

36. As a direct and proximate result of Sampson’s breaches, Malibu Boats has suffered 

and will continue to suffer substantial and irreparable harm. Malibu Boats has no adequate remedy 

at law as the value of its business presently being lost, or to be lost, as well as the harm from the 

inevitable improper disclosure and use of its confidential information and trade secrets, is 

impossible to ascertain. Unless restrained, enjoined, and ordered to comply with the terms of the 

RSU Agreements, Sampson will cause further irreparable injury to Malibu Boats. 

37. Malibu Boats is entitled to recover damages from Sampson for his breach of the 

RSU Agreements, including the attorneys’ fees and costs it has sustained and will sustain, and any 

gains, profits and advantages Sampson obtained as a result of such breaches. 

WHEREFORE, Malibu Boats requests that the Court: 

a) Find that Sampson breached the RSU Agreements; 

b) Issue preliminary and permanent injunctions requiring Sampson to comply 

with the terms of the RSU Agreements; 

c) Order Sampson to refrain from working for any of Malibu Boats’ direct 

competitors in accordance with the RSU Agreements; 

d) Order Sampson to refrain from disseminating any of Malibu Boats’ 

confidential information in accordance with the RSU Agreements; 

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CLARKE SILVERGLATE P.A. 

799 Brickell Plaza, Suite 900, Miami, FL 33131 Phone: 305.377.0700 Fax: 305.377.3001 www.cspalaw.com

e) Order Sampson to destroy all confidential information of Malibu Boats in 

his possession; 

f) Order Sampson to refrain from soliciting Malibu Boats’ customers and 

employees in accordance with the RSU Agreements; 

g) Award Malibu Boats all damages caused by Sampson’s breaches; 

h) Award Malibu Boats its reasonable attorneys’ fees and costs; 

i) Award Malibu Boats prejudgment and post-judgment interest to the fullest 

extent available; and 

j) Grant Malibu Boats such other relief as appropriate. 

Count II – Anticipatory Repudiation 

38. Malibu Boats incorporates and realleges the allegations set forth in paragraphs 1 

through 30 above as though fully set forth herein. 

39. Sampson voluntarily entered into the RSU Agreements for valid consideration. 

40. The RSU Agreements contain non-compete, confidentiality, and non-solicitation 

provisions. 

41. Sampson anticipatorily repudiated the RSU Agreements’ non-compete provisions 

by exhibiting a clear and unequivocal intent to accept employment with a competitor of Malibu 

Boats. 

42. In addition, by virtue of his clear and unequivocal intention to accept employment 

with Malibu Boats’ competitor, Sampson will inevitably breach the confidentiality provisions of 

the RSU Agreements. 

43. As a direct and proximate result of Sampson’s anticipatory repudiation, Malibu 

Boats has suffered and will continue to suffer substantial and irreparable harm. Malibu Boats has 

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CLARKE SILVERGLATE P.A. 

799 Brickell Plaza, Suite 900, Miami, FL 33131 Phone: 305.377.0700 Fax: 305.377.3001 www.cspalaw.com

no adequate remedy at law as the value of its business presently being lost, or to be lost, as well as 

the harm from the inevitable improper disclosure and use of its confidential information and trade 

secrets, is impossible to ascertain. Unless restrained, enjoined, and ordered to comply with the 

terms of the RSU Agreements, Sampson will cause further irreparable injury to Malibu Boats. 

44. Malibu Boats is entitled to recover damages from Sampson for his anticipatory 

repudiation of the RSU Agreements, including the attorneys’ fees and costs it has sustained and 

will sustain, and any gains, profits and advantages Sampson obtained as a result of such 

anticipatory repudiation. 

WHEREFORE, Malibu Boats requests that the Court: 

a) Find that Sampson anticipatorily repudiated the RSU Agreements; 

b) Issue preliminary and permanent injunctions requiring Sampson to comply 

with the terms of the RSU Agreements; 

c) Order Sampson to refrain from working for any of Malibu Boats’ direct 

competitors in accordance with the RSU Agreements; 

d) Order Sampson to refrain from disseminating any of Malibu Boats’ 

confidential information in accordance with the RSU Agreements; 

e) Order Sampson to destroy all confidential information of Malibu Boats in 

his possession; 

f) Order Sampson to refrain from soliciting Malibu Boats’ customers and 

employees in accordance with the RSU Agreements; 

g) Award Malibu Boats all damages caused by Sampson’s anticipatory 

repudiation of the RSU Agreements; 

h) Award Malibu Boats its reasonable attorneys’ fees and costs; 

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CLARKE SILVERGLATE P.A. 

799 Brickell Plaza, Suite 900, Miami, FL 33131 Phone: 305.377.0700 Fax: 305.377.3001 www.cspalaw.com

i) Award Malibu Boats prejudgment and post-judgment interest to the fullest 

extent available; and 

j) Grant Malibu Boats such other relief as appropriate. 

Count III – Declaratory Judgment 

45. Malibu Boats incorporates and realleges the allegations set forth in paragraphs 1 

through 30 above as though fully set forth herein. 

46. This is an action for declaratory judgment under 28 U.S.C. § 2201. 

47. Sampson entered into the RSU Agreements for valid consideration. 

48. The RSU Agreements contain non-compete, confidentiality, and non-solicitation 

provisions, which are necessary to protect Malibu Boats’ legitimate business interests. 

49. Sampson has exhibited a clear and unequivocal intent to accept employment with 

a competitor of Malibu Boats in violation of his Restrictive Covenants. 

50. Sampson’s breach of the Restrictive Covenants will cause Malibu Boats irreparable 

harm. 

51. There is a bona fide, actual, present practical need for a declaration of the parties’ 

rights under the Restrictive Covenants. 

52. The parties’ interests under the Restrictive Covenants are adverse and properly 

before the Court. 

53. An actual and justiciable controversy exists between the parties that necessitates a 

declaration by the Court. 

WHEREFORE, Malibu Boats requests that the Court declare Malibu Boats’ powers, 

privileges, and rights under the Restrictive Covenants, enforce the provisions against Sampson 

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CLARKE SILVERGLATE P.A. 

799 Brickell Plaza, Suite 900, Miami, FL 33131 Phone: 305.377.0700 Fax: 305.377.3001 www.cspalaw.com

through preliminary and permanent injunctions and damages, award attorney’s fees and costs, and 

grant Malibu Boats other relief as appropriate. 

DEMAND FOR JURY TRIAL 

Malibu Boats demands a trial by jury on all claims so triable as of right. 

Dated: December 1, 2022 

Respectfully submitted, 

CLARKE SILVERGLATE, P.A. 

By: /s/ Spencer H. Silverglate_____ 

Spencer H. Silverglate, Esq. 

Fla. Bar No. 769223 

ssilverglate@cspalaw.com 

mpedraza@cspalaw.com 

Maria J. Londono, Esq. 

Florida Bar No. 1011034 

mlondono@cspalaw.com 

jsantana@cspalaw.com 

799 Brickell Plaza, Suite 900 

Miami, FL 33131 

T: (305) 377-0700 

F: (305) 377-3001 

Attorneys for Plaintiff Malibu Boats, Inc. 

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