COMPLAINT

Page 1 of 11

Paul H. Trinchero, Bar #014397 

E-Mail: ptrinchero@gsblaw.com 

Garvey Schubert Barer 

Eleventh Floor 

121 S.W. Morrison Street 

Portland, Oregon 97204-3141 

Telephone: 503 228 3939 

Facsimile: 503 226 0259 

Attorneys for Plaintiff 

USI Insurance Services, LLC 

UNITED STATES DISTRICT COURT 

DISTRICT OF OREGON 

EUGENE DIVISION 

USI INSURANCE SERVICES, LLC,

Plaintiff, 

v. 

JON R. MCKNIGHT, an individual; 

RAMONA T. HOLMES, an individual; 

SERVCO INSURANCE SERVICES 

WASHINGTON, LLC, a Washington limited 

liability company, 

Defendants. 

Case No. _________________________ 

COMPLAINT 

Breach of Employment Contract; 

Misappropriation of Trade Secrets; 

Intentional Interference with Business 

Relations; Injunctive Relief and Damages 

(28 U.S.C. § 1332) 

DEMAND FOR JURY TRIAL 

Plaintiff USI Insurance Services, LLC alleges as follows: 

PARTIES 

1.

USI Insurance Services, LLC (“USI”) is a Delaware limited liability company with its 

principal place of business in Valhalla, New York. 

Case 6:14-cv-00799-MC Document 1 Filed 05/14/14 Page 1 of 11
COMPLAINT

Page 2 of 11

2.

Jon R. McKnight (“McKnight”) is an individual residing in Lincoln County. McKnight 

is licensed with the State of Oregon as an insurance broker. 

3.

Ramona T. Holmes (“Holmes”) is an individual residing in Lincoln County. 

4.

Servco Pacific Insurance is an assumed business name of Servco Insurance Services 

Washington, LLC (“Servco”). Servco is a Washington limited liability company with its 

principal place of business in Seattle, Washington. On information and belief, Servco’s 

members are citizens of Hawaii and/or Washington. 

JURISDICTION 

5.

 This Court has subject-matter jurisdiction of this action pursuant to 28 U.S.C. § 1332 

(diversity jurisdiction). Plaintiff shares no state of citizenship with any defendant and the 

amount in controversy exceeds $75,000. Plaintiff is a citizen of New York and Delaware. 

Defendants McKnight and Holmes are citizens of Oregon. Defendant Servco is a Washington 

limited liability company. On information and belief, Servco’s members are citizens of 

Washington and/or Hawaii. 

6.

This Court has personal jurisdiction over defendants McKnight and Holmes because they 

reside in the District of Oregon (the “District”). This Court has personal jurisdiction over 

defendant Servco because it authorized to do business in this state and the wrongful actions 

alleged herein occurred in this District. Further, defendants’ actions have caused substantial 

harm to plaintiff within this District. 

Case 6:14-cv-00799-MC Document 1 Filed 05/14/14 Page 2 of 11
COMPLAINT

Page 3 of 11

VENUE 

7.

Pursuant to 28 U.S.C. § 1391(b), venue is proper in this Court because (1) defendants 

McKnight and Holmes reside in this District, (2) defendant is authorized to do business in this 

District, (3) a substantial part of the events giving rise to the claims in this action occurred in this 

District, and (4) defendants are subject to personal jurisdiction in this District. 

FACTS COMMON TO ALL CLAIMS 

8.

On or about September 18, 1995, McKnight entered into an employment agreement with 

Acordia/Pettit-Morry Co. of Oregon (hereinafter “Employment Agreement”) to work in the 

company’s branch office in Newport, Oregon (“Newport Branch”). The Employment 

Agreement contains provisions prohibiting McKnight from using or disclosing Confidential 

Information. The Employment Agreement further provides that, for a period of three (3) years 

after the termination of his employment, McKnight may not solicit, accept, divert or participate 

in the handling of any insurance business for any customer that had an open account at any time 

in the two (2) years preceding the date his employment ends (hereinafter “Newport Customers”). 

The Agreement further provides that McKnight will promptly hand over all, and not take or 

remove, any documents or materials that contain Confidential Information. 

9.

In April 1997, Acordia/ Pettit-Morry Co. of Oregon changed its name to Acordia of 

Oregon, Inc. Acordia of Oregon, Inc. was later acquired by Wells Fargo as part of a larger 

transaction in or around May 2001. Acordia of Oregon, Inc. changed its name to Wells Fargo 

Insurance Services, Inc. in January 2006. On January 1, 2010, Wells Fargo Insurance Services, 

Inc. merged into Wells Fargo Insurance Services USA, Inc. (“WFI”). 

Case 6:14-cv-00799-MC Document 1 Filed 05/14/14 Page 3 of 11
COMPLAINT

Page 4 of 11

10.

 On or about June 13, 2006, Holmes was employed by Wells Fargo Insurance Services, 

Inc., formerly known as Acordia of Oregon, Inc., to work with McKnight in the Newport 

Branch. At the time of her employment, Holmes entered into an Agreement Regarding Trade 

Secrets, Confidential Information and Non-Solicitation (“Trade Secret Agreement”.) As part of 

the Trade Secret Agreement, Holmes agreed not to use or disclose Wells Fargo Insurance 

Services, Inc.’s confidential and trade secret information. 

11.

On or about January 22, 2014, USI and WFI entered into an Asset Purchase Agreement 

whereby USI agreed to purchase certain assets of WFI. Pursuant to the Asset Purchase 

Agreement, USI agreed to offer employment to all WFI employees affected by the transaction on 

terms as favorable as or better than the terms of their employment with WFI. As part of that 

transaction, WFI assigned its rights in McKnight’s Employment Agreement to USI . USI has 

standing to enforce the Employment Agreement as the assignee of WFI. USI also purchased and 

was assigned all rights to WFI’s customers, prospective customers, renewal rights, customer and 

prospective customer lists, and all other confidential or proprietary information relating to the 

assets purchased by USI. In addition, USI assumed the lease for the Newport Branch. USI’s 

purchase of WFI’s assets closed on or about May 2, 2014. 

12.

Prior to closing, USI offered employment to McKnight on terms that would result in his 

total compensation being the same or greater than he had received from WFI. On or about May 

1, 2014, McKnight advised USI that he would not accept employment with USI after the asset 

purchase transaction closed on May 2, 2014. On May 2, 2014, USI’s counsel sent notice to 

McKnight that it expected him to honor his contractual obligations under the Employment 

Agreement. McKnight voluntarily terminated his employment with WFI on May 2, 2014. 

Case 6:14-cv-00799-MC Document 1 Filed 05/14/14 Page 4 of 11
COMPLAINT

Page 5 of 11

13.

On or about May 6, 2014, Servco announced that it was opening a new office in 

Newport, Oregon with McKnight as its principal. The announcement provides that McKnight’s 

office staff – Holmes, Debra L. Smith (“Smith”) and Suzann Keesee (“Keesee”) – were also 

joining Servco to work in the Newport office. Holmes, Smith and Keesee are all former WFI 

employees who terminated their employment on May 2, 2014. Servco had filed its Application 

for Authority to Transact Business in the State of Oregon on March 20, 2014 – approximately 

one month after USI’s intent to purchase WFI assets was announced. 

14.

On or about May 7, 2014, USI’s counsel sent notice to Servco of McKnight’s contractual 

obligations under the Employment Agreement. 

15.

As part of its transaction with WFI, USI purchased and was assigned all rights in WFI’s 

confidential and proprietary information including, without limitation, customer and prospective 

customer lists and information (hereinafter “Confidential Information”). This Confidential 

Information includes, without limitation, customer names, contact information, policy expiration 

dates, policy terms, conditions and rates, risk characteristics, insurance needs, insurance markets 

for particular, and all other confidential information regarding customers. 

16.

The Confidential Information constitutes protected trade secret information because it 

derives independent economic value, actual and potential, from not being generally known to the 

public or to competitors in the insurance industry, such as Defendants, who can obtain economic 

value from its use. The Confidential Information has been and continues to be subject to 

reasonable efforts to maintain its secrecy, including without limitation, requiring employees to 

enter into confidentiality and nondisclosure agreements, limiting access to confidential 

Case 6:14-cv-00799-MC Document 1 Filed 05/14/14 Page 5 of 11
COMPLAINT

Page 6 of 11

information, and maintaining some or all of the Confidential Information on a password 

protected computer system. 

17.

During their employment with WFI, McKnight and Holmes had access to and used the 

Confidential Information in their work and for the benefit of WFI. On information and belief, 

McKnight and Holmes took Confidential Information that now belongs to USI and are using 

and/or disclosing the Confidential Information to solicit USI’s Newport Customers on behalf of 

themselves and Servco. 

18.

McKnight, with the assistance of Holmes, has solicited USI’s Newport Customers. USI 

has received two broker of record change letters transferring the customers’ business from USI to 

McKnight and Servco. 

19.

On information and belief, McKnight has contacted certain insurance carriers that 

provide insurance for Newport Customers with the improper purpose of interfering with USI’s 

ability to continue to provide insurance coverage to those customers and enforcing its rights 

under the Employment Agreement. 

CLAIM FOR RELIEF 

COUNT ONE 

(BREACH OF EMPLOYMENT AGREEMENT) 

(Against McKnight) 

20.

Plaintiff realleges paragraphs 1 through 19. 

21.

McKnight agreed to comply with the terms of the Employment Agreement. Those terms 

Case 6:14-cv-00799-MC Document 1 Filed 05/14/14 Page 6 of 11
COMPLAINT

Page 7 of 11

included restrictions on the use, retention and disclosure of the Confidential Information. The 

terms also restrict McKnight from soliciting, accepting, diverting or participating in the handling 

of any insurance business for any of USI’s Newport Customers for a period of three years. 

22.

McKnight has breached the terms of the Employment Agreement by misappropriating, 

disclosing and using Confidential Information to solicit USI’s Newport Customers and by 

contacting certain insurance carriers that provide insurance for Newport Customers with the 

improper purpose of interfering with USI’s ability to continue to provide insurance coverage to 

those customers. McKnight has further breached the terms of the Employment Agreement by 

directly and indirectly soliciting USI’s Newport Customers. 

23.

USI has and continues to suffer irreparable injury as a direct and proximate result of 

McKnight’s breach of his contractual obligations. USI is entitled to the injunctive relief 

prohibiting McKnight from soliciting, accepting, diverting or participating in the handling of any 

insurance business for any of USI’s Newport Customers for a period of three years, and from 

contacting insurance carriers that provide insurance for Newport Customers with the purpose of 

interfering with USI’s ability to continue to provide insurance coverage to those customers. USI 

is further entitled to recover compensatory and consequential damages from McKnight’s 

unlawful solicitation of USI’s Newport Customers in an amount to be determined at trial. 

24.

USI is entitled to recover its reasonable attorney fees and costs pursuant to section 14 of 

the Employment Agreement. 

Case 6:14-cv-00799-MC Document 1 Filed 05/14/14 Page 7 of 11
COMPLAINT

Page 8 of 11

COUNT TWO 

MISAPPROPRIATION OF TRADE SECRETS 

(Against McKnight, Holmes and Servco) 

25.

Plaintiff realleges paragraphs 1 through 23. 

26.

While employed by WFI, McKnight and Holmes had access to Confidential Information. 

Pursuant to McKnight’s Employment Agreement and Holmes’s Trade Secret Agreement, 

McKnight and Holmes owed contractual duties to maintain the secrecy of the Confidential 

Information. On information and belief, McKnight and Holmes have taken and are using the 

Confidential Information to solicit USI’s Newport customers on behalf of themselves and 

Servco. 

27.

McKnight has breached the terms of the Employment Agreement by misappropriating, 

disclosing and using Confidential Information to solicit USI’s Newport customers. On 

information and belief, McKnight has used the Confidential Information to contact certain 

insurance carriers that provide insurance for Newport Customers with the improper purpose of 

interfering with USI’s ability to continue to provide insurance coverage to those customers. 

28.

Holmes has misappropriated the Confidential Information by disclosing and using it to 

solicit USI’s Newport Customers. 

29.

Servco is using, disclosing and/or benefitting from McKnight and Holmes’ 

misappropriation of Confidential Information. Servco knew or had reason to know that 

McKnight and Holmes are subject to contractual and common law duties not to use or disclose 

Case 6:14-cv-00799-MC Document 1 Filed 05/14/14 Page 8 of 11
COMPLAINT

Page 9 of 11

the Confidential Information. 

30.

USI has and continues to suffer irreparable injury as a direct and proximate result of 

defendants’ misappropriation of the Confidential Information. USI is entitled to injunctive relief 

prohibiting McKnight, Holmes and Servco from soliciting USI’s Newport Customers for a 

period of three (3) years from the date McKnight’s employment ended and from contacting 

insurance carriers that provide insurance for Newport Customers with the purpose of interfering 

with USI’s ability to continue to provide insurance coverage to those customers. USI is further 

entitled to recover compensatory and consequential damages in an amount to be determined at 

trial resulting from defendants’ misappropriation and use of the Confidential Information to 

solicit USI’s Newport Customers. 

31.

USI is entitled to recover its reasonable attorney fees and costs pursuant to ORS 

§646.467. 

COUNT THREE 

(INTENTIONAL INTERFERENCE WITH BUSINESS RELATIONS) 

(Against McKnight, Holmes and Servco) 

32.

 Plaintiff realleges paragraphs 1 through 23 and 26 through 30. 

33.

USI made a substantial investment in purchasing certain assets of WFI, including the 

Confidential Information and the business relations with the Newport Customers. As a result of 

this transaction, USI has existing business relations with the Newport Customers. 

34.

Defendants, by soliciting USI’s Newport Customers, are intentionally interfering with 

Case 6:14-cv-00799-MC Document 1 Filed 05/14/14 Page 9 of 11
COMPLAINT

Page 10 of 11

USI’s business relations with these customers. Defendants are further interfering with USI’s 

business relations with the Newport Customers by contacting certain insurance carriers that 

provide insurance for Newport Customers with the improper purpose of interfering with USI’s 

ability to continue to provide insurance coverage to those customers. Defendants’ interference 

has been and is being unlawfully accomplished in violation of McKnight’s contractual 

obligations under the Employment Agreement, defendants’ common law duty to maintain the 

secrecy of the Confidential Information, and through defendants’ misappropriation of USI’s 

Confidential Information. 

35.

 USI has and continues to suffer irreparable injury as a direct and proximate result of 

defendants’ intentional interference in its business relations with its Newport Customers. USI is 

entitled to the injunctive and relief prohibiting McKnight, Holmes and Servco from soliciting 

USI’s Newport Customers for a period of three (3) years from the date McKnight’s employment 

ended and from contacting insurance carriers that provide insurance for Newport Customers with 

the purpose of interfering with USI’s ability to continue to provide insurance coverage to those 

customers. USI is further entitled to recover compensatory and consequential damages in an 

amount to be determined at trial resulting from defendants’ intentional interference with USI’s 

business relations with the Newport Customers and the insurance carriers that provide insurance 

for the Newport Customers. 

WHEREFORE, USI prays for relief as follows: 

1. A judgment in its favor and against McKnight enjoining him (a) from soliciting, 

accepting, diverting or participating in the handling of any insurance business for any of USI’s 

Newport Customers for a period of three years from May 2, 2014, (b) from contacting insurance 

carriers that provide insurance for Newport Customers with the purpose of interfering with USI’s 

Case 6:14-cv-00799-MC Document 1 Filed 05/14/14 Page 10 of 11
COMPLAINT

Page 11 of 11

ability to continue to provide insurance coverage to those customers, and (c) prohibiting 

Defendants from possessing, using and/or disclosing USI’s Confidential Information; 

2. A judgment in its favor and against all defendants enjoining them (a) from 

soliciting USI’s Newport Customers for a period of three (3) years from May 2, 2014, (b) from 

contacting insurance carriers that provide insurance for Newport Customers with the purpose of 

interfering with USI’s ability to continue to provide insurance coverage to those customers, and 

(c) prohibiting Defendants from possessing, using and/or disclosing USI’s Confidential 

Information; 

3. A judgment in its favor and against all defendants awarding USI its compensatory 

and consequential damages in the amount to be proven at trial; 

4. A judgment in its favor and against all defendants awarding USI its reasonable 

attorney fees and costs; and 

5. Such further relief deemed just and equitable by this Court. 

DATED this 14th day of May, 2014.

 GARVEY SCHUBERT BARER

By s/ Paul H. Trinchero 

Paul H. Trinchero, Bar # 014397 

Telephone: 503 228 3939 

Fax: 503 226 0259 

E-Mail: ptrinchero@gsblaw.com 

Attorneys for Plaintiff USI Insurance 

Services, LLC 

PDX_DOCS:517314.1 [14206.00800] 

Case 6:14-cv-00799-MC Document 1 Filed 05/14/14 Page 11 of 11