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IN THE UNITED STATES DISTRICT COURT 

FOR THE SOUTHERN DISTRICT OF OHIO 

WESTERN DIVISION 

TOTAL QUALITY LOGISTICES, LLC, 

 Plaintiff, 

 

 v. 

BRENT BLACK, et al., 

 Defendants. 

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Case No. 1:18-cv-68 

Judge Susan J. Dlott 

ORDER DENYING DEFENDANT’S 

MOTION TO DISMISS AND 

REQUIRING PLAINTIFF TO AMEND 

ITS COMPLAINT 

This matter is before the Court on Defendant’s Federal Rule 12(b)(6) Motion to Dismiss 

Plaintiff’s Complaint. (Doc. 16.) Plaintiff filed a memorandum in opposition to which 

Defendant has replied. (Docs. 17, 18.) For the reasons set forth below, Defendant’s Motion will 

be DENIED at this time, but Plaintiff must file an Amended Complaint, including an allegation 

supporting this Court’s jurisdiction no later than June 7, 2018. 

I. BACKGROUND 

A. Facts 

Plaintiff Total Quality Logistics, LLC (“TQL”) and Defendant Logistic Dynamics, Inc. 

(“LDI”) are competitors in the freight brokerage industry. (Complaint, Doc. 4 at ¶ 7.) TQL 

provides its employees with extensive, unique training and requires them to sign employee noncompete agreements to protect its operational secrets and other confidential information. (Doc. 4 

at ¶¶ 10, 17.) TQL alleges that LDI knew Black, Geiselhart, and other unnamed employees 

signed non-compete agreements and intentionally induced employees to breach those agreements 

to TQL’s detriment. (Doc. 4 at ¶¶ 79–86.) 
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B. Procedural Posture 

TQL initiated this action in the Court of Common Pleas in Clermont County, Ohio, but 

Defendants removed the case to this Court alleging diversity jurisdiction pursuant to 28 U.S.C. § 

1332. (Notice of Removal, Doc. 1.) TQL originally named three Defendants: Brent Black and 

Matthew Geiselhart—former TQL employees subsequently employed by LDI—and LDI. (Doc. 

4 at ¶¶ 2–4.) TQL alleged claims for breach of contract, breach of fiduciary duty, and 

misappropriation of trade secrets against Black and Geiselhart, and a claim for tortious 

interference with a contractual relationship against LDI. (Doc. 4 at ¶¶ 37–86.) However, TQL 

voluntarily dismissed with prejudice all claims against Black (Doc. 9), and it is does not appear 

that Geiselhart has been served in this matter. Thus, the only claim properly before the Court at 

this time is the tortious interference claim against LDI. 

Defendant LDI filed the instant Rule 12(b)(6) Motion to Dismiss (Doc. 16). LDI 

contends that Plaintiff’s tortious interference claim must be dismissed because: (1) the 

allegations against LDI are conclusory and therefore fail to meet the Twombly/Iqbal pleading 

standard; and (2) hiring an individual subject to a non-compete agreement does not—without 

more—amount to tortious interference with contractual relations. (Doc. 16 at PageID 144.) 

Plaintiff TQL contends that its complaint states an actionable claim against LDI, but, in the 

alternative, TQL requests leave to amend its complaint. (Doc. 17 at PageID 162–63.) 

II. MOTION TO DISMISS 

Federal Rule of Civil Procedure 12(b)(6) allows a party to move to dismiss a complaint 

for “failure to state a claim upon which relief can be granted.” Fed. R. Civ. P. 12(b)(6). To 

withstand a motion to dismiss, a complaint must comply with Federal Rule of Civil Procedure 
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8(a), which requires “a short and plain statement of the claim showing that the pleader is entitled 

to relief.” Ashcroft v. Iqbal, 556 U.S. 662, 677–78 (2009) (quoting Rule 8(a)). 

A complaint must include sufficient facts to state a claim that is plausible on its face and 

not speculative. Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555, 570 (2007). “A claim has 

facial plausibility when the plaintiff pleads factual content that allows the court to draw the 

reasonable inference that the defendant is liable for the misconduct alleged.” Iqbal, 556 U.S. at 

678. Mere “labels and conclusions [or] a formulaic recitation of the elements of a cause of 

action” will not suffice. Twombly, 550 U.S. at 555. A complaint must contain “either direct or 

inferential allegations respecting all material elements to sustain a recovery under some viable 

legal theory.” DiGeronimo Aggregates, LLC v. Zemla, 763 F.3d 506, 509 (6th Cir. 2014) 

(citation omitted). However, it “does not need detailed factual allegations” or “heightened fact 

pleading of specifics.” Twombly, 550 U.S. at 555, 570. A district court examining the 

sufficiency of a complaint must accept well-pleaded facts as true, but not legal conclusions or 

legal conclusions couched as factual allegations. Iqbal, 556 U.S. at 678–79; DiGeronimo 

Aggregates, 763 F.3d at 509. 

Allegations based upon information and belief are appropriate only “where a complaint 

contains supporting factual allegations.” Cassidy v. Teaching Co., LLC, No. 2:13-CV-884, 2014 

WL 1599518, at *3 (S.D. Ohio Apr. 21, 2014). A plaintiff “must plead facts that create a 

permissible inference of wrongdoing.” In re Darvocet, Darvon, & Propoxyphene Prods. Liab. 

Litig., 756 F.3d 917, 931 (6th Cir. 2014) (internal quotation and citation omitted). “The mere 

fact that someone believes something to be true does not create a plausible inference that it is 

true.” Id. 

In the case at bar, TQL’s single claim against LDI states, in its entirety: 
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77. Plaintiff incorporates by reference all of the previous paragraphs 

set forth in this Verified Complaint as if fully rewritten herein. 

78. The Agreement is a valid and binding agreement between TQL 

and Black. 

79. Upon information and belief, LDI had knowledge of the 

existence of the Agreement between TQL and Black. 

80. Upon information and belief, LDI intentionally, and without 

justification or excuse, induced Black to breach the Agreement with 

TQL. 

81. The Agreement is a valid and binding agreement between TQL 

and Geiselhart. 

82. Upon information and belief, LDI had knowledge of the 

existence of the Agreement between TQL and Geiselhart. 

83. Upon information and belief, LDI intentionally, and without 

justification or excuse, induced Geiselhart to breach the Agreement 

with TQL. 

84. LDI had knowledge of the existence of similar or identical 

agreements between TQL and other individual former employees. 

85. LDI intentionally, and without justification or excuse, induced 

other individual employees to breach their agreements with TQL. 

86. As a direct and proximate result of LDI’s conduct, TQL has 

been damaged. 

(Doc. 4 at ¶¶ 77–86.) These paragraphs plead only “labels and conclusions [or] a formulaic 

recitation of the elements”1

 that the Supreme Court found insufficient to pass Rule 12(b)(6) 

muster. See Twombly, 550 U.S. at 555. While the claim incorporates by reference the prior 

paragraphs, those paragraphs do not contain any factual allegations against LDI. They speak 

only to Black’s and Geiselhart’s alleged actions. 

Anticipating that the Court likely would reach this conclusion, TQL has requested leave 

to amend its complaint. (Doc. 17 at PageID 162–63.) In the interest of ensuring that justice is 

 

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 “The elements of the tort of tortious interference with contract are (1) the existence of a contract, (2) the 

wrongdoer's knowledge of the contract, (3) the wrongdoer's intentional procurement of the contract's breach, (4) lack 

of justification, and (5) resulting damages.” PNH, Inc. v. Alfa Laval Flow, Inc., 2011-Ohio-4398, ¶ 40, 130 Ohio St. 

3d 278, 287 (2011) (quoting Fred Siegel Co., L.P.A. v. Arter & Hadden, 85 Ohio St.3d 171, syl. para. 1, 707 N.E.2d 

853 (1999)). 
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served, the Court will allow TQL to file an amended complaint pursuant to Federal Rule of Civil 

Procedure 15(a). 

III. JURISDICTION 

As explained above, TQL initiated this case in the Court of Common Pleas in Clermont 

County, Ohio, alleging claims against three defendants with damages “in an amount in excess of 

$25,000.00, to be determined at trial . . .” (Doc. 4 at PageID 94.) LDI removed the case to this 

Court alleging original jurisdiction pursuant to 28 U.S.C. § 1332. (Doc. 1 at ¶ 7.) In support of 

the jurisdictional amount, LDI attaches an affidavit apparently filed in an unrelated case in the 

Southern District of Texas in which a TQL official claims TQL “expended well over $75,000 

protecting its trade secrets and other confidential information” in that case. (Montelisciani Aff., 

Exhibit A to Doc. 1, PageID 9 at ¶ 15.) However, the misappropriation of trade secrets, breach 

of contract, and breach of fiduciary duty claims have been voluntarily dismissed as to Defendant 

Black (Doc. 9), and there is no evidence that Defendant Geiselhart—the only other defendant 

against whom similar claims have been made—has ever been served in this case. Thus, the only 

claim left here is the tortious interference claim against Defendant LDI. TQL alleges that it has 

incurred damages in excess of $25,000 (Doc. 4 at PageID 94), but there is no allegation or 

evidence in the record that this single claim reaches the diversity jurisdictional threshold of 

$75,000. See 28 U.S.C. § 1332(a). Accordingly, the Court is concerned that it lacks jurisdiction 

in this matter. 
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IV. CONCLUSION 

For the foregoing reasons, Defendant LDI’s Motion to Dismiss is DENIED at this time. 

Plaintiff must file an Amended Complaint no later than June 7, 2018, including an appropriate 

basis for this Court’s jurisdiction. Otherwise, this matter will be dismissed. 

IT IS SO ORDERED. 

 Dated: May 22, 2018 S/Susan J. Dlott____________________ 

 Judge Susan J. Dlott 

 United States District Court