1

IN THE UNITED STATES DISTRICT COURT FOR

THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

FIDELITY BROKERAGE SERVICES LLC, )

)

Plaintiff/Counter-Defendant, )

)

v. ) Case No. 1:20-cv-2133

)

JENNIFER TAYLOR and )

FAIRHAVEN WEALTH MANAGEMENT, LLC, )

)

Defendants/Counter-Claimants. )

__________________________________________)

PLAINTIFF’S REPLY BRIEF IN FURTHER SUPPORT OF 

MOTION FOR STAY PENDING ARBITRATION

Plaintiff Fidelity Brokerage Services LLC (“Fidelity”) files this Reply Brief in further 

support of its Motion for Stay (Doc. 114; the “Motion”) of its claims against Fairhaven Wealth 

Management, LLC (“Fairhaven”), as well as the counterclaims filed by Fairhaven and by Jennifer 

Taylor (“Taylor,” and together with Fairhaven, “Counterclaimants”), pending the outcome of 

Fidelity’s claims against Taylor and Taylor’s counterclaims against Fidelity asserted and actively 

pending in arbitration proceedings before FINRA Dispute Resolution, Inc. (the “FINRA Action”).1

INTRODUCTION

Counterclaimants’ Opposition boils down to three arguments: (a) the FINRA arbitrators’ 

rulings will have no preclusive effect on this Court; (b) a stay will prejudice Taylor and Fairhaven; 

and (c) Fidelity allegedly has applied the wrong legal standard. As Fidelity explains below, all of 

these arguments are wrong, and none provides a legal basis to deny Fidelity’s Motion. Further,

 

1 On April 26, 2022, Counterclaimants filed a “Supplement to Counterclaimants’ Response in Opposition 

to Motion to Stay” (Doc. 121, the “Supplement”) without first seeking leave of Court to file past the April 

13, 2022, deadline set by the Court or to exceed the 15-page limit set by Local Rule 7.1. For these reasons, 

the Court should ignore Counterclaimants’ Supplement entirely. However, should the Court decide to 

consider Counterclaimants’ improper Supplement, Fidelity provides a brief reply to the Supplement for the 

Court’s consideration at the end of this Reply Brief. 

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while Counterclaimants’ Opposition attempts to downplay the most important point made by 

Fidelity in its moving papers—that the risk of inconsistent findings and duplicative efforts is 

unavoidable absent a stay because the claims asserted among the three parties to this litigation are 

inextricably intertwined, factually and legally, with the claims currently proceeding in the FINRA 

Action—Taylor admits, albeit in a casual footnote, that five of her 12 counterclaims should not 

proceed in this action because Taylor is pursuing identical claims in the FINRA Action. (Doc. 119 

at n.2.) Fairhaven and Taylor, however, do not take that concession far enough: Taylor’s remaining 

seven counterclaims, along with Fairhaven’s six counterclaims and Fidelity’s claims against 

Fairhaven, also arise out of the same nucleus of facts and involve many of the same factual and 

legal issues as the claims currently proceeding apace in arbitration. Thus, to avoid duplicative 

litigation and the significant risk of inconsistent results, the Court should stay all remaining claims 

pending in this action until the parties have had the opportunity to arbitrate. 

ARGUMENT

A. The FINRA Action Will Have a Preclusive Effect on These Proceedings Under the 

Doctrine of Collateral Estoppel 

Counterclaimants argue that the arbitration panel’s rulings will have no preclusive effect 

in this Court because: (1) Taylor’s statutory discrimination claims “can only be resolved in this 

Court” and “[t]he causes of action by and against Fairhaven are not identical to those that will be 

arbitrated before FINRA”; (2) “Fairhaven is neither an identical party nor in privity with Ms. 

Taylor”; and (3) “[m]ost FINRA awards provide no factual findings, no legal analysis, no 

breakdown of which legal theories or causes of action prevailed, or reasoning of any kind.” (Doc. 

119 at pp. 7-8.) These arguments fail because all of the elements necessary to invoke the doctrine 

of collateral estoppel will be present upon completion of the FINRA Action and nearly all of the 

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factual and legal issues that must be resolved to adjudicate the claims before this Court will be 

resolved through arbitration. 

The doctrine of collateral estoppel, also known as issue preclusion, “bars successive 

litigation of an issue of fact or law actually litigated and resolved in a valid court determination 

essential to the prior judgment, even if the issue recurs in the context of a different claim.” Coleman 

v. Donahoe, 667 F.3d 835, 853 (7th Cir. 2012) (quoting Taylor v. Sturgell, 553 U.S. 880, 892

(2008)). “Generally, arbitration awards have the same res judicata and collateral estoppel effect 

as court judgments.” Pepper Constr. Co. v. Palmolive Tower Condominiums, LLC, 59 N.E.3d 41, 

63 (Ill. App. 1st Div. 2016) (quoting Peregrine Financial Grp., Inc. v. Martinez, 712 N.E.2d 861, 

867 (Ill App. 1st Dist. 1999)); see also Taylor v. Peoples Gas Light & Coke Co., 656 N.E.2d 134,

140 (Ill. 1995) (noting that an arbitration award has the same preclusive effect as a court judgment 

unless the arbitration proceeding was unfair or the result unreliable or giving the award preclusive 

effect would be incompatible with other legal or contractual policies).

Collateral estoppel is designed to prevent needless relitigation and to bring finality to 

litigation. Issue preclusion applies where (1) the party against whom collateral estoppel is asserted 

was fully represented in the prior litigation; (2) the issue sought to be precluded is identical to an 

issue involved in the prior litigation; (3) the issue was actually litigated and decided on the merits 

in the prior litigation; and (4) the resolution of that issue was necessary to the court's judgment.

Mondelez Glob. LLC v. Int’l Union of Operating Eng’rs Local 399, No. 1:18 C 2112, 2019 WL 

216738, at * 3 (N.D. Ill. Jan. 16, 2019) (citing Gray v. Lacke, 885 F.2d 399, 406 (7th Cir. 1989)).

1. The Remaining Claims and Counterclaims Arise Out of the Same Facts as Those 

Before the Arbitration Panel 

Counterclaimants spend much time trying to convince the Court that the remaining claims 

pending in the instant action are not identical to those that will be arbitrated in the FINRA Action.

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In making this argument, Counterclaimants completely ignore the fact that the causes of action 

need not be identical in order for collateral estoppel to apply. Whether the issues are identical for 

purposes of collateral estoppel analysis turns on whether “they arise from a single group of 

operative facts, regardless of whether they assert different theories of relief.” FW Assocs. LLC v. 

WM Assocs. LLC, Case No. 18 C 5081, 2019 WL 354953, at *4 (N.D. Ill. Jan. 28, 2019) (citing 

Squires-Cannon v. Forest Preserve Dist., 897 F.3d 797, 804 n.4 (7th Cir. 2018)). Counterclaimants

try to downplay the factual crossover between this action and the FINRA Action but admit in a 

footnote that the fact section of Taylor’s FINRA counterclaims “is similar to her federal 

counterclaims.” (Doc. 119 at n.3.) To be clear, the fact sections are not just similar, they are 

virtually identical. That is because adjudication of Taylor’s claims in each action requires 

consideration of and resolution of the same exact factual issues—i.e., the circumstances 

surrounding Taylor’s departure from Fidelity; Taylor’s possession and use of Fidelity’s 

confidential customer information; Taylor’s solicitation of Fidelity’s customers; Fairhaven’s 

knowledge and assistance in soliciting and Fidelity’s response to the same.2Indeed, many of the

same factual allegations appear, verbatim, in Fairhaven’s counterclaims against Fidelity. Thus, 

there can be no doubt that the salient issues in both this action and the FINRA Action arise from a 

single group of operative facts. 

In attempting to minimize the risk of inconsistent rulings between this action and the 

FINRA Action, Counterclaimants argue, for instance, that there is no possibility of an inconsistent 

 

2 Under FINRA Rule 13201, the arbitration panel could decide Taylor’s statutory employment claims if the 

parties agreed to have it do so. Fidelity consents to arbitrating Taylor’s statutory discrimination claims and 

believes doing so would be most efficient for the parties and this Court. The fact that Taylor refuses to 

arbitrate her statutory employment claims and that, therefore, those claims must ultimately be resolved by 

this Court, is unfortunate, but has no bearing on the preclusion analysis. Those claims do arise out of the 

same facts as the claims pending in the FINRA Action, which means that the factual and legal issues 

underlying those claims may be subject to collateral estoppel.

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ruling with respect to whether Fairhaven tortiously interfered in Fidelity’s contractual relationship 

with Taylor. (Doc. 119 at p. 13). But Fidelity’s tortious interference claim against Fairhaven 

alleges that Fairhaven intentionally and unjustifiably induced Taylor’s breach of her contract.

Thus, the claim is derivative of Fidelity’s breach of contract claim against Taylor and Fairhaven 

cannot be liable for tortious interference with contract if Taylor is found not liable for breach of 

contract herself. The risk of inconsistent rulings on this issue is unmistakable, but this is just one 

of many instances where the risk of inconsistent rulings is evident. Other examples include:

• Whether Fidelity needed justification to terminate its custodial relationship with 

Fairhaven? Taylor and Fairhaven allege in their counterclaims that Fidelity terminated its 

custodial relationship with Fairhaven in bad faith because Taylor would not agree to enter into a 

stipulated injunction. (Doc. 71 at ¶¶ 79-101, Doc. 72 at ¶¶ 100-113). Fairhaven bases four of its 

counterclaims on these allegations. (Doc. 72 at Counts I, IV, V, and VI). Taylor makes these same 

allegations in the FINRA Action in support of several of her claims. See Taylor’s Counterclaims, 

Third-Party Claims, and Answer to Statement of Claim filed in the FINRA Action, attached hereto 

as Exhibit A, at ¶¶ 74-94 and Counts IV-VI.

3

In order to adjudicate these claims, the FINRA 

arbitrators will need to hear evidence about, consider, and ultimately resolve the issue of whether 

Fidelity rightfully terminated its custodial relationship with Fairhaven.

• Why Taylor was placed on written warnings? Taylor’s allegations that she suffered

unjustified adverse employment actions, including verbal and written warnings, are fundamental 

to her age and gender discrimination and hostile work environment claims in the instant action, as 

well as to her wrongful termination/constructive discharge claim in the FINRA Action. See Doc. 

71 at Counts I-VI, and Exhibit A at Count I. As part of its claims in the FINRA Action, Fidelity 

 

3 Taylor also asserted these same allegations in support of the counterclaims she has now agreed to drop in 

this action. See Doc. 71 at Counts VIII, IX, and XI.

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alleges that Taylor engaged in unacceptable behavior prior to her resignation that caused 

management to put her on written warnings for violating Fidelity’s policies and procedures. Thus, 

the FINRA arbitrators will need to hear evidence, consider, and ultimately resolve whether Taylor 

engaged in behavior in violation of Fidelity’s policies and in breach of her duty of loyalty to 

Fidelity. FINRA’s resolution of this issue will preclude relitigation of the same in this Court in 

connection with Taylor’s claim that she was wrongfully subjected to adverse employment actions.

• Whether Fidelity engaged in any deceptive business practices? In the FINRA 

Action, Taylor asserts claims against Fidelity for violations of the Consumer Fraud and Deceptive 

Business Practices Act and the Uniform Deceptive Trade Practices Act based on allegations that 

Fidelity refused to provide Taylor’s contact information to her former clients. See Exhibit A, at 

Counts II-III. Fairhaven asserts identical claims against Fidelity in this action based on identical 

factual allegations. (Doc. 72 at Counts II-III). Thus, FINRA’s resolution of this factual issue will 

preclude litigation of Fairhaven’s identical claims in this action.

As explained more fully below, Fairhaven’s interests in these issues will be fully 

represented in the FINRA Action by Taylor, who shares an identical interest in the outcome and 

who is in privity with Fairhaven as its employee. Moreover, the same attorneys who represent 

Taylor and Fairhaven in this action also represent Taylor in the FINRA Action. Thus, if a stay is 

granted, the parties will be estopped from relitigating these issues before this Court and several of 

the claims currently pending may be resolved without further litigation. If a stay is not granted, 

however, there is a significant risk of inconsistent rulings that will not only complicate the 

proceedings, but also interfere with the province of the arbitrators.

2. As Her Employer, Fairhaven Is in Privity with Taylor

Counterclaimants next argue that Fairhaven’s claims will not be subject to issue preclusion 

because Fairhaven is not a party to the FINRA Action. However, while it is true that Fairhaven is 

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not a party to the arbitration, the issues presented in Fairhaven’s counterclaims are subject to 

collateral estoppel because Fairhaven is in privity with Taylor. 

To be “in privity” for the purposes of collateral estoppel, two parties do not need to be 

identical, but they must be so closely aligned that they represent the same legal interest. Degironne 

v. Furlong, No. 08 C 5696, 2010 WL 1978682, at *3 (N.D. Ill. May. 14, 2010) (citing Kraushaar 

v. Flanigan, 45 F.3d 1040, 1050 (7th Cir. 1995)). Courts within the Seventh Circuit and across the 

country have found that employees of a defendant in a prior suit are in privity with the defendant 

for the purposes of issue and claim preclusion. See, e.g., Talano v. Bonow, No. 00 C 1208, 2002 

WL 31061198, at *2 (N.D. Ill. Sept. 16, 2002) (citing Henry v. Farmer City State Bank, 808 F.2d 

1228, 1235 n.6 (7th Cir.1986) (holding that res judicata bars federal RICO claims against directors, 

officers, employees, and attorneys of bank even though the bank was the only actual party to the 

prior state court mortgage foreclosure proceedings); Janusz v. Fasco Indus., No. 97 C 7976, 1999 

WL 162793, at *5 (N.D. Ill. Mar.12, 1999) (same). See also, Guerriero v. Merit Lincoln Park, 

LLC, No. 08 C 2388, 2008 WL 4696070, at *3 (N.D. Ill. Oct. 22, 2008) (“Illinois law clearly 

establishes that employees, attorneys, and officers of a defendant entity in a prior suit are in privity 

with the defendant for purposes of res judicata.”). Additionally, Illinois courts have found that “a 

party is in privity with a party to the prior adjudication where the parties represent the same legal 

interests [...] Put another way, parties are in privity when a nonparty’s interest are so closely 

aligned to those of the party that the party is the “virtual representative of that nonparty.”

Halliburton v. Hockaday, No. 2:18-CV-2081, 2019 WL 2270586, at *5 (C.D. Ill. May 28, 2019).

In Talano, the plaintiff had previously filed a lawsuit against his employer alleging age 

discrimination based upon acts by his prior supervisor and breach of contract. The employer 

prevailed on a motion for summary judgment. A few months later, plaintiff filed a new lawsuit 

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against his prior supervisor for tortious interference. Defendant filed for summary judgment

arguing that the case was barred by the doctrines of res judicata and collateral estoppel. The Court 

found, inter alia, that because the plaintiff was the same in both actions and because defendant 

was an employee of the defendant in the prior action, privity existed between them and thus the 

privity element of the preclusion analysis was satisfied. See Talano, 2002 WL 31061198, at * 3-4. 

Here, Fairhaven is Taylor’s employer and Taylor’s interests in the FINRA Action are so 

closely aligned with Fairhaven’s interests in the instant action that Taylor is a virtual representative

of Fairhaven. Specifically, Taylor was a Fairhaven employee at the time of her unlawful 

solicitations of Fidelity customers; Taylor shared the confidential information she took from 

Fidelity; and Taylor conspired with other Fairhaven employees to solicit Fidelity’s customers—

all for the benefit of Fairhaven. Further both parties are represented by the same attorneys, and

Taylor undoubtedly will have the same incentive to litigate the arbitration with the same vigor as 

Fairhaven has in the instant case. See Gorski v. U.S., 104 Fed. Cl. 605 (Fed. Cl. 2012). Thus, 

Fairhaven is in privity with Taylor such that collateral estoppel will apply.

3. The Arbitrators Will Consider and Adjudicate All the Necessary Facts

To the extent Defendants argue that there would be no realistic way for collateral estoppel 

to apply because FINRA arbitrators do not “show their work,” that argument is unavailing. Under 

Illinois law, issue preclusion applies when the issue has been “fairly, completely, and necessarily

resolved in a prior proceeding.” Target Media Partners v. Owen, No. 09C6922, 2010 WL 

2364581, at *3 (N.D. Ill. June 11, 2010) (citing Taylor v. Peoples Gas Light & Coke Co., 656

N.E.2d 134, 139 (Ill. 1995)). The fact that the arbitrators may not provide an explanation of their 

award is not fatal to the analysis because the panel will be required to actually and necessarily 

adjudicate the issues identified above and in Fidelity’s moving papers in order to issue the 

arbitration award. See Pham v. JP Morgan Securities LLC, No. 2:20-cv-4500, 2021 WL 2712215, 

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at *2 (S.D. Ohio July 2, 2021) (applying res judicata and noting that “FINRA’s final arbitration 

award establishes that there was a final decision on the merits in the arbitration”). The “full and 

fair opportunity” requirement is satisfied even if only a slight amount of evidence was presented 

on the disputed matter decided in the first suit. King v. Burlington Northern and Santa Fe Ry Co., 

445 F. Supp. 2d 964, 975 (N.D. Ill. 2006). Further, “actually litigated” does not mean thoroughly 

litigated, but only that the parties disputed the issue and the trier of fact resolved it. Raper v. 

Hazelett & Erdal, 449 N.E.2d 268, 253 (Ill. 1983).

In prosecuting their claims and defenses in the FINRA Action, Fidelity and Taylor will 

present evidence, testimony, and argument to the arbitration panel. FINRA Dispute Resolution, 

Inc. digitally records arbitration hearings and the parties may also arrange for a court reporter to 

be present. Thus, the Court will have a full record of the arbitration proceedings for reference in 

this action. Thus, because the disputed factual and legal issues between the parties will be 

presented to and resolved by the arbitration panel, collateral estoppel will apply.

B. Counterclaimants Will Not Be Prejudiced Because the FINRA Action Will Resolve 

the Majority of the Issues Presented in the Remaining Counterclaims Expediently

Counterclaimants argue that they will be prejudiced by a stay because the FINRA Action 

will take months to resolve. To support this argument, Counterclaimants provide the Court with 

outdated and misleading statistics and represent that the arbitration hearing in this matter will not 

take place until August 2023 (at the earliest) and March 2026 (at the latest). Counterclaimants 

make this claim based on their analysis of a select number of FINRA arbitration matters that 

Fidelity’s counsel has handled in the past, suggesting that the “median turnaround time of Ms. 

Guerette’s FINRA arbitrations is 18.5 months.” (Doc. 119 at p. 114.) However, Counterclaimants 

fail to note that none of the matters they cite in support of this median number were filed in the 

last 10 years. Indeed, one of the cases they rely upon took place over twenty years ago.

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Contrary to Counterclaimants’ representations, the FINRA Action is well underway. The 

pleadings are closed, Fidelity has served written discovery on Taylor and requested that a subpoena 

duces tecum be issued to Fairhaven, and the Initial Pre-Hearing Conference (“IPHC”) is scheduled 

for May 4, 2022. At the IPHC, the panel will set deadlines for completion of discovery and 

briefing, as well as motions deadlines, and set a date for the final hearing. FINRA Dispute 

Resolution provides its arbitrators with a written guide to help the arbitrators facilitate proceedings.

The 2021 edition of the FINRA Dispute Resolution Services Arbitrator’s Guide expressly states:

www.finra.org/arbitration-mediation/arbitrators-guide at page 23. There is no indication that the 

arbitration panel will deviate from these current guidelines. Thus, in light of the six-month 

recommended timeframe from IPHC to hearing date, and the fact that discovery has already 

commenced (and that much of the expedited discovery already conducted may be utilized in the 

FINRA Action), Fidelity expects this matter to go to a final arbitration hearing by the end of 2022.

Taylor and Fairhaven cannot credibly argue that they will be prejudiced by this brief delay, 

especially when they sat on their counterclaims for over a year after they were permitted to start 

taking discovery. If Counterclaimants were truly worried about lost evidence, as they claim, they 

could have acted to move forward with discovery over a year ago (after briefing on the preliminary 

injunction motion was complete).4 But they chose not to do so.

 

4 Counterclaimants disingenuously assert that Fidelity has already caused a 17-month delay in the 

prosecution of their claims. (Doc. 119 at p. 1.) To the contrary, after filing its Complaint, Fidelity diligently 

sought injunctive relief, which was delayed by Taylor’s and Fairhaven’s coordinated efforts to obstruct 

expedited discovery at every opportunity. After finally completing expedited discovery, Fidelity promptly 

briefed its Motion for a Preliminary Injunction. Any delay after that point cannot be attributed to Fidelity. 

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Further, neither Taylor nor Fairhaven can complain that a stay impairs or prejudices their 

ability to prosecute their claims because they both have the ability to bring their claims before 

FINRA immediately. As a FINRA-registered Associated Person, Taylor agreed: “to arbitrate any 

dispute, claim or controversy that may arise between you and your firm, or a customer, or any 

other person that is required to be arbitrated under the rules of the self-regulatory organizations 

with which you are registering.” See FINRA Rule 2263. Thus, Taylor knows full well that she is 

required to arbitrate the majority of her claims. And, while she is not required to arbitrate her 

statutory discrimination claims, Taylor is permitted to bring those claims into the FINRA Action 

as well. Supra at n.1. As to Fairhaven, Counterclaimants take a great deal of space to argue that 

Fairhaven’s claims are not arbitrable and that Fidelity has waived its ability to compel arbitration.

Fidelity has not asked the Court to compel Fairhaven to arbitrate, so Counterclaimants’ waiver 

argument is largely a non-sequitur. However, as set forth in Fidelity’s moving papers, the 

Investment Advisor Representation and Indemnification letter agreement (the “Custodial 

Agreement”) between Fidelity and Fairhaven includes an arbitration clause. Contrary to 

Counterclaimant’s misrepresentations to the Court, that arbitration clause is not limited to 

customer disputes, but rather covers the entire relationship between Fidelity and Fairhaven (“In 

the event there is a dispute between us and Fidelity, such dispute shall be settled by arbitration . . 

. .”).5 Thus, Fairhaven contemplated and agreed to arbitrate any dispute with Fidelity when it 

entered into the Custodial Agreement. If Fairhaven is truly concerned about adjudicating its claims 

without further delay, Fairhaven can file an action with FINRA pursuant to the Custodial 

Agreement and have its claims joined with the already pending FINRA Action. 

 

5 The Custodial Agreement itself is not limited to customer disputes, either. Contra, Opp. at 3. It addresses 

a variety of issues regarding the relationship between Fidelity and Fairhaven, including notices of 

investigations, the recording by Fidelity of calls with Fairhaven employees, the use of Fidelity intellectual 

property, and, importantly, Fidelity’s right to stop providing brokerage services to Fairhaven “at any time.”

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In any event, any prejudice that Counterclaimants may experience through the relatively 

short delay Fidelity is requesting is substantially outweighed by the very significant effect the 

FINRA Action may have on the litigation here. As set forth above, the outcome of the FINRA 

Action will resolve factual and legal questions coextensive with the claims remaining here and 

may preclude many of the disputes at issue in this litigation entirely. The two actions arise out of 

the same nucleus of facts, and it would be far more prejudicial to litigate both simultaneously.

The parties have already initiated discovery in the FINRA Action that will be duplicative 

of any additional discovery needed in this action. Even if the Court attempts to parse out and limit 

the discovery to be taken in this action while the FINRA Action proceeds, extensive motion 

practice and discovery disputes will be unavoidable as Counterclaimants have served an excessive 

amount of overbroad and harassing document requests and interrogatories. Counterclaimants have 

also already issued 21 deposition notices that will be the subject of dispute, including Fairhaven’s 

Rule 30(b)(6) deposition notice asking for deponents with knowledge of 31 different wide-ranging 

subjects—not including subparts—and Taylor’s Rule 30(b)(6) deposition notice with 21 different 

topics to be addressed. See Exhibit B. The Court should not allow the parties to engage in 

expensive and time-consuming discovery when a brief pause may save that effort and expense.

C. The Colorado River Abstention Doctrine Is Not Applicable as Fidelity Is Not Asking 

the Court to Abstain from Exercising Its Jurisdiction Completely 

Counterclaimants use the majority of their Opposition to argue that Fidelity has presented 

the Court with the wrong legal standard under which to analyze its Motion and advocate for 

application of the abstention doctrine set forth in Colorado River Water Conserv. Dist. v. U.S., 424 

U.S. 800 (1976), instead. This argument is misplaced in light of the procedural posture of this case.

In Colorado River, the Supreme Court dealt with the issue of whether a federal court may 

decline to exercise jurisdiction where there is a parallel state court proceeding. While the Court 

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stressed that federal courts ordinarily have an obligation to exercise the jurisdiction given to them, 

considerations of wise judicial administration, conservation of judicial resources, and 

comprehensive disposition of litigation may justify dismissal of a federal suit. 424 U.S. 800, 817.

The standard set forth in Colorado River is meant to be applied in true abstention cases—i.e.,

where a party is seeking to have a federal court divest itself of jurisdiction entirely in favor of a 

state court matter. Indeed, since its publication, the vast majority of opinions citing to and relying 

upon Colorado River arise out of the procedural scenario where a federal court must determine 

whether to completely abstain from exercising jurisdiction where there is a parallel state court 

proceeding already underway. That is not the case here. 

Here, Fidelity is not asking this Court to abstain completely from exercising its jurisdiction 

over Taylor’s and Fairhaven’s remaining claims. Rather, Fidelity is simply asking the Court to 

follow the Seventh Circuit’s long, well-established precedent of staying non-arbitrable claims 

when, as here, arbitrable and non-arbitrable issues are so intertwined that allowing the case to 

proceed simultaneously on dual litigation and arbitration tracks risks inconsistent rulings.6See 

Volkswagen of Am. v. Sud’s of Peoria, 474 F.3d 966, 971 (7th Cir. 2007) (holding that the court 

must weigh “the risk of inconsistent rulings, the extent to which parties will be bound by the 

arbitrators’ decision, and the prejudice that may result from delays” and that “[w]hen these factors 

weigh in favor of staying the entire action pending arbitration, the district court may abuse its 

discretion in allowing the nonarbitrable issues to proceed absent a stay.”). Thus, Fidelity is not 

seeking to curtail this Court’s jurisdiction as Counterclaimants argue. Indeed, at the end of the 

 

6 The Court’s authority arises from its wide discretion to control its own docket. See Volkswagen of Am. v. 

Sud’s of Peoria, 474 F.3d 966, 971 (7th Cir. 2007) (“The decision to stay the litigation of non-arbitrable 

claims or issues is a matter largely within the district court’s discretion to control its docket.”) (quoting Am. 

Recovery Corp. v. Computerized Thermal Imaging, Inc., 96 F.3d 88, 97 (4th Cir. 1996) (discussing 

discretion and noting that “[t]he Supreme Court has indicated its support for this interpretation of § 3 [of 

the Federal Arbitration Act] on at least two occasions”)). 

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requested stay, Fidelity expects to resume prosecution and defense of the remaining claims, subject 

to the preclusive effect of the arbitration award.

If the standard articulated by the Seventh Circuit in Volkswagen is not the correct standard 

to be applied here, then Colorado River would apply every time a party sought a stay of nonarbitrable claims, and that is clearly not correct. Courts in the Seventh Circuit regularly stay 

litigation where there is a mix of arbitrable and non-arbitrable claims and a risk of inconsistent 

rulings, without ever discussing the Colorado River abstention doctrine. See, e.g., G&G Closed 

Circuit Events, LLC v. Castillo, No. 14-CV-02073, 2017 WL 1079241 (N.D. Ill. Mar. 22, 2017) 

(granting motion to compel arbitration of third-party claims and staying remaining claims to allow 

the arbitration to run its course, which “has the added benefit of efficiently shedding light on the 

factual disputes in which [the parties] are embroiled here.”); WMS Gaming, Inc. v. IGT, 31 F. 

Supp. 3d 974, 978 (N.D. Ill. March 25, 2014) (staying non-arbitrable claim where the arbitrable 

issue is too closely tied to non-arbitrable issues in the complaint); Valentine v. WideOpen West 

Fin., LLC, No. 09 C 07653, 2012 WL 1021809 (N.D. Ill. Mar. 26, 2012) (staying one count of 

complaint until resolution of the arbitration of remaining counts where litigation of the remaining 

claim would be an inefficient use of resources and would risk conflicting decisions); Louis Berger 

Group, Inc. v. JPMorgan Chase Bank, N.A., No. 11 C 430, 2011 WL 2837462 (N.D. Ill. July 18, 

2011) (granting stay until resolution of arbitration due to considerable risk of inconsistent rulings).

Likely recognizing that the Volkswagen case does, in fact, provide the correct standard,

Counterclaimants attempt to distinguish Volkswagen by saying that in that case all of the parties 

were required to participate in the arbitration, which is not the case here. But in deciding 

Volkswagen, the Seventh Circuit expressly contemplated a scenario in which some of the parties 

to a federal court suit were required to arbitrate, while others were not. The Court relied upon 

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Morrie Mages & Shirlee Mages Foundation v. Thrifty Corp., 916 F.2d 402 (7th Cir. 1990), in 

which the Court found that the district court had abused its discretion in refusing to stay 

nonarbitrable issues pending arbitration of related, arbitrable issues arising out of a purchase 

agreement. The Court made this determination despite the fact that the buyer’s guarantor was 

implicated in the federal suit but had not executed an arbitration agreement. Thus, all parties need 

not be subject to an arbitration agreement in order for a stay to be appropriate under the 

Volkswagen framework. 

While Fidelity maintains that it has provided the Court with the correct legal framework 

under Seventh Circuit precedent, and that Colorado River is not applicable, this Court should 

nonetheless issue a stay under either analysis. The Colorado River abstention doctrine “allows 

courts to conserve judicial resources by abstaining from accepting jurisdiction when there is a 

parallel proceeding elsewhere.” Deb v. SIRVA, Inc., 832 F.3d 800, 814 (7th Cir. 2016). Here, this 

action is parallel with the FINRA Action as “substantially the same parties are contemporaneously 

litigating the same issues in another forum.” Huon v. Johnson & Bell, Ltd., 657 F/3d 641, 646 (7th 

Cir. 2011). Further, there is a significant risk of piecemeal litigation, inconsistent results, and waste 

of judicial resources absent a stay. Essentially, it is an unnecessary waste of the parties’ and the 

Court’s resources, to conduct discovery, resolve inevitable discovery disputes, and potentially 

prepare for trial in two different forums, as the same time, to resolve the same factual issues.

Thus, this Court should follow the Seventh Circuit’s long-standing precedent and issue a 

stay of these proceedings pending resolution of the parallel FINRA Action. 

CONCLUSION

For these reasons and the reasons set forth more fully in Fidelity’s moving brief, Fidelity 

respectfully asks the Court to stay these proceedings pending the outcome of the proceedings 

currently pending before FINRA Dispute Resolution, Inc. 

Case: 1:20-cv-02133 Document #: 123 Filed: 04/27/22 Page 15 of 96 PageID #:3099
16

Dated: April 27, 2022 Respectfully submitted,

FISHER & PHILLIPS LLP

/s/ Susan M. Guerette 

Susan M. Guerette (admitted pro hac vice)

Two Logan Square, 12th Floor

100 N. 18th Street

Philadelphia, PA 19103

TEL: (610) 230-2133

FAX: (610) 230-2151

sguerette@fisherphillips.com

Joel W. Rice

Franklin Z. Wolf

10 South Wacker Drive, Suite 3450

Chicago, IL 60606

TEL: (312) 346-8061

FAX: (312) 346-3179

jrice@fisherphillips.com

fwolf@fisherphillips.com

Attorneys for Plaintiff

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1

PLAINTIFF’S REPLY TO SUPPLEMENT TO 

COUNTERCLAIMANTS’ RESPONSE IN OPPOSITION TO MOTION TO STAY

In their improperly-filed Supplement to Counterclaimants’ Response in Opposition to 

Motion to Stay (“Supplement”), Counterclaimants take issue with Fidelity’s plan to ask the FINRA 

arbitration panel to issue a third-party subpoena duces tecum on Fairhaven. First, Counterclaimants 

argue that the anticipated subpoena will add “another four-to-six months, if not more, to the 

FINRA arbitration proceeding” because the subpoena will “likely precipitate a separate 

enforcement action filed in court.” (Doc. 121 at pp. 1-2). This assertion greatly exaggerates what 

this requires as it is not difficult or time consuming to simply initiate a court action and then move 

to enforce the arbitration subpoena. Moreover, Fidelity can move to enforce the subpoena while 

simultaneously moving forward with discovery as to Taylor in the FINRA Action. Thus, there is 

no reason why the subpoena to Fairhaven would add any more time to the arbitration action. 

Counterclaimants further argue that the subpoena contains document requests “which 

relate directly to this lawsuit” and it would be unfair to stay these proceedings and prevent 

Fairhaven from seeking discovery while Fidelity is able to obtain discovery through the FINRA 

Action (Doc. 121 at p. 2). Counterclaimants’ argument in this regard perfectly illustrates why a 

stay is necessary. The claims set forth by Taylor in the FINRA action are so intertwined with those 

in this lawsuit that Fidelity will necessarily need discovery from Fairhaven in order to respond to 

Taylor’s Counterclaims in the FINRA Action, which rely on the same facts as Fairhaven’s

Counterclaims in this action. What Counterclaimants fail to mention is that because Taylor and 

Fairhaven are in privity with one another, have identical interests in the outcome of the FINRA 

Action, and are represented by the same counsel in both actions, Fairhaven will have access to and 

use of the discovery obtained by Taylor in the FINRA Action. Thus, Fairhaven will suffer no 

prejudice by virtue of the requested stay. 

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2

Fidelity respectfully asks the Court to stay these proceedings pending the outcome of the 

proceedings currently pending before FINRA Dispute Resolution, Inc.

Dated: April 27, 2022 Respectfully submitted,

FISHER & PHILLIPS LLP

/s/ Susan M. Guerette 

Susan M. Guerette (admitted pro hac vice)

Two Logan Square, 12th Floor

100 N. 18th Street

Philadelphia, PA 19103

TEL: (610) 230-2133

FAX: (610) 230-2151

sguerette@fisherphillips.com

Joel W. Rice

Franklin Z. Wolf

10 South Wacker Drive, Suite 3450

Chicago, IL 60606

TEL: (312) 346-8061

FAX: (312) 346-3179

jrice@fisherphillips.com

fwolf@fisherphillips.com

Attorneys for Plaintiff

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CERTIFICATE OF SERVICE

I hereby certify that on this 27th day of April 2022, the foregoing document was filed via 

the Court’s electronic filing system, which sent notice to the following:

Christopher Griesmeyer

Zachary Mulcrone

Greiman, Rome & Griesmeyer, LLC

Two N. LaSalle, Suite 1601

Chicago, Illinois 60602

COUNSEL FOR DEFENDANTS 

/s/ Susan Guerette

Attorney for Plaintiff

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EXHIBIT A

Case: 1:20-cv-02133 Document #: 123 Filed: 04/27/22 Page 20 of 96 PageID #:3104
FINANCIAL INDUSTRY REGULATORY AUTHORITY 

DISPUTE RESOLUTION

__________________________________________

)

FIDELITY BROKERAGE SERVICES, LLC, )

)

Claimant, )

v. )

)

JENNIFER TAYLOR, )

)

Respondent; )

)

)

JENNIFER TAYLOR, )

)

Counterclaimant, )

)

v. ) FINRA CASE NO. 20-01110

)

FIDELITY BROKERAGE SERVICES, LLC, )

)

Counter-Respondent; )

)

)

JENNIFER TAYLOR, )

)

Third-Party Claimant, )

)

v. )

)

SCOTT ELY MARSHALL, )

)

Third-Party Respondent. )

)

RESPONDENT/COUNTERCLAIMANT JENNIFER TAYLOR’S

COUNTERCLAIMS, THIRD-PARTY CLAIMS, AND

ANSWER AND AFFIRMATIVE DEFENSES TO STATEMENT OF CLAIM

The Respondent, Counterclaimant and Third-Party Claimant Jennifer Taylor (“Taylor” or 

“Respondent”), by and through her undersigned counsel, and pursuant to FINRA Rule 13303, 

respectfully submits the following Counterclaims, Third-Party Claims, Answer and Affirmative 

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2

Defenses to the Statement of Claim filed by Claimant Fidelity Brokerage Services LLC 

(“Claimant,” “Fidelity” or the “Company”).

RESPONDENT’S COUNTERCLAIMS

AND THIRD-PARTY CLAIMS

Respondent Taylor, by and through her undersigned counsel, for her Counterclaims against 

Fidelity and her Third-Party Claims against Scott Ely Marshall (“Marshall” or “Third-Party 

Respondent”), alleges as follows:

PRELIMINARY STATEMENT

1. This is an action filed under FINRA Rule 13303(b) to address the unlawful conduct, 

unfair business practices, and tortious interference that Ms. Taylor suffered during the course of 

her employment with Fidelity, and continues to suffer following her constructive discharge from 

the Company. Ms. Taylor also seeks redress for the defamatory statements and gross misconduct 

of both Fidelity and Marshall.

2. Fidelity has engaged in a “scorched earth” campaign against Ms. Taylor – one of 

its longest-tenured and most successful financial advisors – whose only transgression was to join 

a small and independent registered investment advisory (“RIA”) firm called Fairhaven Wealth 

Management (“Fairhaven”) after Fidelity had constructively discharged her employment. 

3. While most financial advisors remain with Fidelity for only a couple of years, 

Ms. Taylor worked as a financial advisor at Fidelity for 25 years. During that time, Ms. Taylor 

nurtured her deep and personal relationships with several clients, and became a valuable and high

producing financial advisor in the Company’s Oak Brook, Illinois office. 

4. Ms. Taylor very much enjoyed working at Fidelity, and had no desire (or plans) to 

ever leave the Company. To the contrary, after devoting more than 25 years to Fidelity, she hoped 

to remain with the Company until she retired. 

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5. Unfortunately, Fidelity’s appointment of Marshall as the branch manager of the 

Oak Brook office ultimately destroyed any hope for Ms. Taylor’s future with the Company. 

Shortly after his arrival in August of 2018, Marshall made it clear that he harbored an improper 

and unjustified animus against Ms. Taylor, as he embarked upon a pretextual campaign to 

terminate her employment for his own personal benefit. 

6. Although Ms. Taylor was a top-performer within the Company, Marshall seized 

every chance he had to formally criticize Ms. Taylor in written warnings and improvement “plans” 

that: (a) were ambiguously based on soft skills such as “client service style,” for which there is no 

corresponding measurable performance metric; (b) were designed to provide Marshall with 

“cover” for his animus toward Taylor; and (c) would ultimately result in Ms. Taylor’s constructive 

discharge from Fidelity.

7. When Ms. Taylor complained about Marshall’s conduct to Fidelity’s management, 

the Company refused to conduct a proper investigation; instead, it merely provided “lip service” 

to her concerns by allowing a member of the operations department to sit in on her meetings with 

Marshall. In response to her complaints, Marshall retaliated against Ms. Taylor by giving her an 

extended “final warning,” and letting her know that her employment would likely be terminated.

8. Marshall made it clear to Ms. Taylor that her days at Fidelity were numbered. Left 

with no other choice, Ms. Taylor reluctantly accepted employment with Fairhaven. 

9. Importantly, Ms. Taylor never told anyone – not a single client, and not a single 

employee at Fidelity – that she was leaving the Company or joining Fairhaven. Ms. Taylor was 

very careful to ensure that she made a “clean break” from Fidelity; consequently, she never 

communicated anything about her departure to any clients (or anyone else) until after her 

registration transfer (i.e., FINRA Form U4) was submitted by Fairhaven. 

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10. Equally important, Ms. Taylor did not take a single scrap of paper or single byte of 

Fidelity’s data with her when she left. Notwithstanding her constructive discharge – and the harsh 

and improper treatment that she experienced at the hands of Marshall – Ms. Taylor has abided by 

the terms of her employment agreement with the Company in all respects.

11. Yet, Fidelity has wrongly accused Ms. Taylor of misappropriating the Company’s 

“trade secrets” and taking its confidential information, and then using that information to solicit 

her former clients. The accusations Fidelity has made against Ms. Taylor are untrue, and were 

made recklessly and for an improper purpose – to further retaliate against her for complaining 

about the mistreatment she experienced at the Company.

12. Fidelity has also violated its own internal compliance policies – as well as FINRA’s 

Regulatory Notice 19-10 (regarding customer communications to departing registered 

representatives) – by lying to Ms. Taylor’s clients and refusing to provide them with her new 

contact information (despite their requests for the same) after her departure from the Company.

13. Fidelity has further engaged in unfair competition and tortiously interfered with 

Ms. Taylor’s employment at Fairhaven by, inter alia: 

a. Filing a baseless lawsuit against her in the United States District Court for the 

Northern District of Illinois, Case No. 20-cv-2133 (the “Lawsuit”), falsely accusing 

her of misappropriating Fidelity’s confidential and trade secret information;

b. Continuing to seek injunctive relief against Ms. Taylor in the Lawsuit to enjoin her 

purported solicitation of clients, despite having no evidentiary support for its false 

allegation that she had improperly solicited clients;

c. Pressuring Fairhaven to terminate Ms. Taylor’s employment if she did not agree to 

the entry of a stipulated injunction against her;

d. Threatening to sue Fairhaven if Ms. Taylor did not agree to the entry of a stipulated 

injunction against her – and then making good on that threat by adding Fairhaven 

as a co-defendant in the Lawsuit when Ms. Taylor refused to stipulate to the entry 

of an injunction against her when she had done nothing wrong; and

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e. Threatening to terminate Fairhaven’s access to Fidelity’s investment platform (at a 

time when Fidelity served as the custodian for all of Fairhaven’s client accounts) if 

Ms. Taylor did not agree to the entry of a stipulated injunction against her – and 

then making good on that threat by unilaterally terminating its custodial 

relationship, thereby forcing Fairhaven to find a new custodian for its client 

accounts, at great cost and expense, when Ms. Taylor refused to stipulate to the 

entry of an injunction against her in the Lawsuit.

14. The false claims that Fidelity has asserted against Ms. Taylor (not only in this 

forum, but in the pending federal court Lawsuit) run directly contrary to the Company’s obligation 

to “observe high standards of commercial honor and just and equitable principles of trade,” and 

constitute a clear violation of FINRA Rule 2010.

THE PARTIES

15. Counterclaimant and Third-Party Claimant Jennifer Taylor is a financial advisor 

with Fairhaven Wealth Management, LLC (“Fairhaven”). At all relevant times, Ms. Taylor has 

been an “associated person” registered with FINRA (CRD No. 173771). Ms. Taylor is domiciled 

in and a citizen of the State of Illinois.

16. At all relevant times, Third-Party Respondent Scott Ely Marshall has been a 

registered representative and branch office manager employed by Fidelity Brokerage Services, 

LLC, and an “associated person” registered with FINRA (CRD No. 3203739). Upon information 

and belief, Mr. Marshall is domiciled in and a citizen of the State of Illinois.

17. At all relevant times, Counter-Respondent Fidelity Brokerage Services, LLC has 

been a broker-dealer engaged in the sale of securities and is a FINRA member firm (CRD No. 

7784). Upon information and belief, Fidelity is a Delaware Limited Liability Company, whose 

sole member is Fidelity Global Brokerage Group, Inc., a corporation organized and existing under 

the laws of Massachusetts with its principal place of business located in Boston, Massachusetts.

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6

JURISDICTION AND VENUE

18. The parties are bound to arbitrate this dispute in accordance with FINRA’s Code of 

Arbitration Procedure and the rules promulgated thereunder pursuant to FINRA Rule IM-13000, 

Rule 13100, and Rule 13200, because Taylor and Marshall are “associated persons” and Fidelity 

is a “member.”

19. Ms. Taylor understands and respectfully requests that a Panel consisting of three 

(3) arbitrators will be appointed to adjudicate this matter pursuant to FINRA Rule 13401(c), and 

that all hearings occur in Chicago, Illinois.

FACTUAL BACKGROUND

A. Ms. Taylor’s Career with Fidelity

20. Ms. Taylor first became interested in working at Fidelity through her participation 

in Fidelity’s co-op program while she was attending college at Louisiana State University. That 

was in the year 1994.

21. After that first indication of interest, Ms. Taylor finished her college education with 

her sights on working in the financial sector and, more specifically, working for Fidelity. The 

Company’s reputation in the industry and the supportive culture she had experienced first-hand 

while in the co-op program are what fueled Ms. Taylor’s passion and desire to assimilate into 

Fidelity, and she knew she would be able to grow her career and achieve success in the financial 

services industry.

22. Ms. Taylor worked her way up from a Customer Service representative for 

Fidelity in 1995, where she greeted customers upon entry and handled service and operations 

requests, to becoming an Associate Representative (“Junior Consultant”) in Fidelity’s Oak Brook

office in 1997, to being promoted to a Financial Consultant in December of 1998, where she 

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7

worked tirelessly on behalf of her clients and enjoyed a successful and rewarding career, until she 

was constructively discharged on March 6, 2020.

23. Over the course of her 25-year career with Fidelity, Ms. Taylor had many 

supervisors who recognized her passion and ability, and the fact that she took pride in her work. 

Ms. Taylor was a high-performing and high-achieving Financial Consultant, and her clients 

maintained deep and personal relationships with her as their personal financial advisor. 

24. As Ms. Taylor’s book of business grew throughout her career, her work generated 

large profits for Fidelity, and also translated into her success as a Financial Consultant. Ms. 

Taylor’s managers and colleagues recognized that she was, by all accounts, an asset to Fidelity.

25. Unfortunately, Ms. Taylor’s most recent manager, Mr. Marshall (who began 

supervising Ms. Taylor when he was appointed Branch Manager of Fidelity’s Oak Brook office 

on or about August 10, 2018), immediately took issue with Ms. Taylor – not because of her 

performance (which was high by Fidelity’s own metrics, and far outpaced her peers), but because 

of his personal animosity toward her.

B. Fidelity’s Goals and Activity Metrics

26. The most important performance metrics to Fidelity are: (a) “Tier 3” production, 

which concerns revenue on managed accounts, managed account referrals, and annuities; and 

(b) asset “Flows,” which measure the amount of money coming into Fidelity versus the amount of 

money leaving the Company.

27. During Marshall’s tenure as Branch Manager, Ms. Taylor generated approximately 

$140 million of Tier 3 revenue. Specifically, Ms. Taylor’s Tier 3 production was:

a. Approximately double her sales goal;

b. $40 million above the approximate $100 million average for Vice Presidents 

in Fidelity’s Central South Region;

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8

c. $45 million above the approximate $95 million average for Vice Presidents 

throughout the country;

d. $25 million more than the next highest producing Financial Consultant in the 

Oak Brook office;

e. $70 million above the average for all financial advisors in Fidelity’s Central 

South Region; and

f. In the top 10th percentile (beating 90% of her peers) of the approximate 200 

Vice Presidents in Fidelity’s entire Central South Region.

28. During this same time period, Ms. Taylor also generated more than $115 million of 

net “Flow.” Specifically, Ms. Taylor’s net asset flow was:

a. More than 11% greater than her sales goal;

b. Nearly $10 million greater than the approximate $107 million average for 

Vice Presidents in Fidelity’s Central South Region;

c. More than $5 million greater than the approximate $110 million average for 

Vice Presidents throughout the country; and

d. In the top 37th percentile (beating 63% of her peers) of Vice Presidents in 

Fidelity’s entire Central South Region.

29. As for Fidelity’s other performance metrics, Ms. Taylor once again far exceeded 

Fidelity’s expectations. Ms. Taylor’s client transfer ratio was more than double Fidelity’s goal, 

and her average client appointments per week (20, as compared to the goal of 15) placed her in the 

top 5th percentile (beating 95% of her peers) of Vice Presidents in Fidelity’s entire Central South 

Region. In order to achieve this performance metric, Ms. Taylor utilized Fidelity’s Microsoft 

Outlook calendar to schedule regular client appointments far in advance, and would accommodate 

the client’s requests to meet both telephonically and at locations of the client’s choosing.

30. In short, over the course of Marshall’s tenure as Branch Manager, Ms. Taylor was 

the longest-tenured, most senior, and highest producing Financial Consultant in the Oak Brook

branch, and her performance far exceeded Fidelity’s stated goals and activity metrics, as well as 

the performance of the vast majority of her peers.

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C. Fidelity’s Workplace Misconduct

31. During his tenure as Branch Manager, and despite the foregoing, Marshall 

displayed unusual personal animosity toward Ms. Taylor. In every one-on-one interaction with 

Ms. Taylor, Marshall was aggressive and demeaning to her.

32. Marshall’s personal animus manifested itself in the form of increasingly severe and 

frequent verbal and written warnings concerning Ms. Taylor’s job performance, despite the fact 

that Ms. Taylor was a consistently high performing Financial Consultant (and among the highest 

performing Financial Consultants in Fidelity’s entire Central South Region).

33. For example, on August 19, 2019, Marshall issued Ms. Taylor a written 60-day 

warning concerning her job performance. In this written warning, Marshall asserted that Ms. 

Taylor’s “contribution to business results is significantly lagging others in your position.” 

34. Nothing could be further from the truth: Ms. Taylor had been awarded the annual 

Fidelity “achiever bonus” in recognition of her 2018 performance and, at the time Marshall issued 

the August 19, 2019 written warning, was on track to reach another “achiever bonus” for her 

performance in 2019. When Ms. Taylor raised this discrepancy with Marshall, Marshall offered 

no legitimate explanation. Instead, Marshall sharply rebuked Ms. Taylor.

35. The written warning required biweekly meetings between Marshall and Ms. Taylor 

through the 60-day period. Because Marshall harbored personal animosity toward Ms. Taylor (as 

evidenced by his aggressive attitude and demeaning comments towards her, and because his unfair 

written warning was mere pretext), Ms. Taylor complained to Fidelity’s management personnel 

and requested the presence of her operations manager during every biweekly one-on-one meeting 

that was to be held with Marshall going forward.

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36. Fidelity’s management acknowledged her complaint, and allowed the operations 

manager to sit in on Marshall’s meetings with Taylor. 

37. Although Ms. Taylor performed satisfactorily during the 60-day period following 

the August 19, 2019, written warning (indeed, her performance continued to far outpace her peers), 

Marshall unlawfully retaliated against Ms. Taylor for complaining about his conduct by increasing 

his misconduct against her in an effort to force her out of the Company.

38. Approximately two weeks after the 60-day warning period lapsed, Marshall 

escalated his efforts and issued Ms. Taylor another written 60-day warning, this time titled a “final 

performance warning.” 

39. At the time Marshall issued the November 4, 2019 written warning, Ms. Taylor ‘s 

performance was not lagging. Indeed, Ms. Taylor was on track to reach another “achiever bonus” 

for her performance in 2019, and her performance continued to far outpace her peers. Despite this, 

Marshall intimated that he would likely terminate Ms. Taylor on January 6, 2020, at the end of the 

60-day warning period.

40. Ms. Taylor confronted Marshall about his implicit threat and asked him whether he 

planned to terminate her for alleged performance reasons, even if she continued to exceed 

Fidelity’s production and performance goals and metrics. Marshall responded by ominously 

telling Ms. Taylor that he could terminate her at any time, for any reason.

41. During this second written warning period, several financial representatives in the 

Oak Brook branch expressed concern to Ms. Taylor – completely unprompted by her – that 

Marshall was treating Ms. Taylor “differently” or “less favorably” than other Financial Consultants

in the Company.

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42. In fact, in late 2019, the Oak Brook operations manager – who had sat in on each 

of the one-on-one biweekly performance meetings between Marshall and Ms. Taylor during the 

60-day warning period – told Ms. Taylor that she did not understand why Marshall was issuing 

warnings to Ms. Taylor about her performance. This conversation, too, was unprompted by Ms. 

Taylor.

43. Ms. Taylor successfully navigated the second 60-day written warning period, had 

a very strong fourth quarter 2019 production, and finished the 2019 calendar year as the highest 

producing Financial Consultant in the Oak Brook branch and in the Chicago region. Ms. Taylor’s 

performance far exceeded Fidelity’s stated goals and activity metrics, as well as the performance 

of the vast majority of her peers. 

44. Because Ms. Taylor far exceeded Fidelity’s stated goals and the performance of her 

peers, Marshall could not – without raising eyebrows – terminate Ms. Taylor on January 6, 2020, 

as he had planned. Instead, on January 9, 2020, Marshall unilaterally “extended” his final written 

warning by 60 days and implied to Ms. Taylor that he would terminate her employment on March 

10, 2020.

45. Specifically, Ms. Taylor inquired for a third time about the discrepancy between 

receiving a written warning for her alleged deficient performance, on the one hand, and her actual 

performance, on the other hand, and asked Marshall whether the “final written warnings” would 

ever end. Marshall responded, ominously, by reading verbatim the following text on her written 

warning: “you may be subject to dismissal without any additional corrective action process.”

46. After a branch meeting in January of 2020, one representative confided to Ms. 

Taylor that “it’s been made clear to most of the branch that some people are looked at less 

favorably by management than others, and without much explanation.”

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47. Because Marshall’s final written warning “extension” and ominous verbal 

statements did not reflect Ms. Taylor’s actual job performance, and in light of Marshall’s response 

to her inquiry as well as the information that had been conveyed to her by other representatives, 

Ms. Taylor knew that she would be terminated by Marshall, effective March 10, 2020.

D. Marshall’s Illicit Incentives

48. While having a long-tenured and high producing Financial Consultant is good for 

Fidelity, it is not necessarily good for an individual branch – or its branch manager. 

49. Although Ms. Taylor was a top producer for Fidelity, she also carried the highest 

salary component in the Oak Brook branch.

50. When a Financial Consultant departs, Fidelity assigns new Financial Consultants

to the client accounts that were previously handled by the departing Financial Consultant. In the 

case of termination of the longest-tenured Financial Consultant in the branch, those accounts 

(axiomatically) will be assigned to less-tenured – and less costly – Financial Consultants. In this 

way, Fidelity, and an individual branch in particular, can absorb the cost of servicing client 

accounts without increasing its bottom-line expense.

51. In addition, when a long-tenured Financial Consultant is terminated, the branch has 

an incentive to “game the system” by routinely changing Tier 3 client accounts to other Tier 3 

solutions over time after the departure of the Financial Consultant. While not necessarily an 

advantage to Fidelity, the advantage to the particular branch manager is that Tier 3 solutions are 

measured as gross production, so any new Tier 3 business will count toward branch production, 

even if it was by converting a portion of an already Fidelity advisory managed Tier 3 solution into 

different Tier 3 solution at Fidelity.

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13

52. Any time a long-tenured Financial Consultant’s employment is terminated, the 

branch recognizes a short term “lift” in branch production numbers that are artificially inflated by 

“gaming” transactions. This is a common practice at Fidelity’s Oak Brook branch, and is 

encouraged and directed by branch management, including Marshall.

53. Thus, branch managers can improve the branch’s performance metrics – and be 

handsomely rewarded for doing so – by “managing out” older, more expensive, Financial 

Consultants, and replacing them with younger, less expensive Financial Consultants, who are 

guided to creatively game client accounts upon being assigned to them.

54. Given Ms. Taylor’s status as the longest-tenured and highest producing Financial 

Consultant in the Oak Brook office, Marshall knew that he could improve the branch’s numbers 

(and his own performance-based compensation) by eliminating Ms. Taylor’s employment and 

replacing her with a younger (and cheaper) financial advisor. Marshall therefore embarked upon 

his Company-sponsored campaign to accomplish precisely that objective. 

55. Fidelity’s Market Leader, Bill Meyers, approved of, acquiesced in, and ratified 

Marshall’s unlawful discrimination so the Oak Brook branch could “game” client accounts to 

artificially inflate production numbers.

E. Ms. Taylor is Constructively Discharged from Fidelity

56. On March 6, 2020, after enduring over a year of mistreatment without any recourse, 

Ms. Taylor was constructively discharged from Fidelity and accepted a position as a financial 

advisor with Fairhaven.

57. When Ms. Taylor met with Marshall and the Oak Brook operations manager on 

March 6, 2020, she reminded Marshall that Fidelity was required to provide her contact 

information to any former clients who requested it, and left her cell phone number with Fidelity. 

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14

Indeed, providing a departing Financial Consultant’s new contact information to a client upon 

request is not only Fidelity’s practice, it is also required by the Company’s internal compliance 

procedures and FINRA Regulatory Notice 19-10 (regarding customer communications related to 

departing registered representatives).

58. Subsequent to Ms. Taylor’s constructive discharge, however, she received calls 

from several of her clients – including “A.G.,” “J.L.,” “J.G.,” “M.G.,” and “A.S.” – who informed 

her that Fidelity had refused to provide them with her contact information despite their requests. 

In addition, on March 16, 2020, Fidelity employee Andy Moreau informed client “J.C.” that he 

was “not sure where/what Jennifer is doing.” On March 17, 2020, Fidelity employee Douglas 

Phillips informed client “R.G.” that he “did not know where [Ms. Taylor] went”; the client was 

“disappointed” that Mr. Phillips did not know. On April 21, 2020, client “L.Z.” asked Mr. Moreau 

if he knew anything about Ms. Taylor’s departure and Mr. Moreau “let her know [he] believe[d] 

she may have stayed in the industry, but [was] not sure about why or where she went.”

59. These representations were false. Fidelity knew Ms. Taylor’s contact information, 

as she provided it to Fidelity in her termination letter expressly for this purpose. Fidelity also knew 

that Ms. Taylor had joined Fairhaven, as Fidelity copied Fairhaven on a March 20, 2020, letter to 

Ms. Taylor. 

60. Moreover, Fidelity deceived clients by actively creating the false impression that 

Ms. Taylor still worked at Fidelity. On March 13, 2020 – one week after Ms. Taylor’s departure 

– Fidelity circulated an e-mail blast to Ms. Taylor’s clients, using an e-mail account under Ms. 

Taylor’s name (JenniferATaylor.team@fidelity.com), under her signature. This was carefully 

designed to make it appear to Ms. Taylor’s clients that she still worked at Fidelity, and that they 

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should contact Fidelity if they wanted to reach her. Understandably, this confused Ms. Taylor’s 

clients.

61. Fidelity’s refusal to provide Ms. Taylor’s contact information to her clients (and 

lying to clients about her status, implying that she may have left the financial services industry) is 

particularly disturbing, when one considers that this was the very beginning of the COVID-19 

pandemic, when governmental “shut-down orders” and emergency “shelter-in-place mandates” 

had wreaked havoc on the world’s financial markets. That Fidelity would play such games with 

Ms. Taylor’s longstanding clients, who were desperately trying to reach her and seeking her 

financial advice in the face of unprecedented market turmoil, is a shameful violation of FINRA 

Rule 2010.

62. Fidelity has undertaken an effort to continue retaliating against Ms. Taylor in order 

to harm her professional reputation by refusing to provide her contact information to the clients 

who have requested it. Fidelity’s conduct violates the Company’s own compliance policies and 

requirements (to say nothing of FINRA Rule 2010), and is malicious and intentional.

F. Fidelity’s Course of Dealing with Past Departing Financial Consultants

63. During her near 25-year career with Fidelity, Ms. Taylor has witnessed dozens of 

Financial Consultants leave Fidelity to join other financial services firms (both competitive 

institutional brokerage firms, such as Edward Jones or Wells Fargo, as well as independent 

registered independent advisory firms, such as Fairhaven).

64. Fidelity has as a matter of course permitted those departing Financial Consultants 

to contact their former clients to: (a) announce their departure from the Company, and (b) provide 

their new contact information. Each of those departing Financial Consultants had signed the same 

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post-employment “non-solicit” covenants that the Company required of Ms. Taylor; yet, Fidelity 

never filed a lawsuit or pursued legal action against them.

65. Between 2005 and 2018, for instance, at least four Vice Presidents left Fidelity’s 

Oak Brook office to join other financial services firms. Each had a book of business similar in 

size to, or larger than, Ms. Taylor’s. After departing Fidelity, each of these V.P.’s called former 

clients – during their one-year non-solicit period – to announce their job change and to provide 

new contact information. Large client assets (more significant than those at issue here) followed 

these Vice Presidents to their new firms. Fidelity was aware of all this activity, yet it did not file 

any legal action (either in Court or before FINRA) against any of the former V.P.’s.

G. Ms. Taylor Retained No Fidelity “Confidential Information” or 

“Trade Secrets” after Her Constructive Discharge

66. At no time prior to Ms. Taylor’s constructive discharge from Fidelity did she inform 

anyone – including her colleagues and clients – that she would be leaving Fidelity or that she had 

intended to accept a new position with Fairhaven.

67. When Ms. Taylor’s employment with Fidelity ended, Ms. Taylor did not take any 

Fidelity documents, files, data or information with her.

68. At no time prior to or subsequent to Ms. Taylor’s constructive discharge from 

Fidelity did she take, remove, misappropriate, transmit, convey, use, or disclose originals or copies 

of any of the Company’s confidential information (including, but not limited to, trade secrets; 

secret, confidential, and proprietary information; information protected by the attorney-client 

privilege; marketing, financial, research, trading, portfolio, and sales information; computer 

passwords and program designs; proprietary computer software designs and hardware 

configurations; proprietary technology; new product and service ideas; business, pricing, and 

marketing plans; customer, prospect, vendor, and personnel lists; financial and other personal 

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information regarding customers and employees; confidential information about other companies 

and their products) or any other Fidelity documents containing or relating to the names, addresses, 

phone numbers, social security numbers, transactions, accounts, or financial information of the 

customers Ms. Taylor serviced at Fidelity. Her access to and use of such information was strictly 

limited to the work she performed during her employment at Fidelity, in the ordinary course of 

Company business, and solely for Fidelity’s benefit. 

69. Since Ms. Taylor’s constructive discharge from Fidelity, she has not been in 

possession of, or had any access to, any of Fidelity’s documents, files, information, materials or 

data (or any copies thereof). Ms. Taylor does not have in her possession, custody or control the 

original or copies of any information, materials, documents, files or data containing, reflecting, or 

referring to any of Fidelity’s confidential proprietary, client, or trade secret data or information.

70. After leaving Fidelity, Ms. Taylor created a list of some of her most long-standing 

relationships – people she has known for 25+ years. Given Ms. Taylor’s general, non-specialized 

knowledge, and the fact that she associated with these people so frequently and for such a long 

period of time, she naturally remembered (but did not “memorize” or “commit to memory”) their 

names and state of residence.

71. Following Ms. Taylor’s constructive discharge, she used only publicly-available 

information to contact her clients, solely for the limited purpose of informing those clients that she 

was no longer affiliated with Fidelity (as expressly authorized by law, and consistent with the 

practice of countless departing Financial Consultants before her who left Fidelity for competing 

financial services firms).

72. When contacting her clients, Ms. Taylor was careful to avoid engaging in any type 

of conduct that could be construed as a “solicitation” or “inducement” of the client. Instead,

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utilized a short and carefully worded “announcement script,” by which she conveyed only the 

following information: (a) that, as of March 6, 2020, Ms. Taylor was no longer affiliated with 

Fidelity; and (b) that Ms. Taylor was now affiliated with Fairhaven. That was the entire sum and 

substance of the information that Ms. Taylor provided to her former clients. Once that information 

was provided, Ms. Taylor either: (i) answered any follow-up questions posed by the client, or (ii) 

if the client had no follow-up questions, she terminated the call.

73. During her one-year non-solicitation period, Ms. Taylor never solicited, attempted 

to solicit, induced, or encouraged any clients, former clients, or prospective clients of Fidelity to 

transfer or divert accounts or assets to Fairhaven, open new accounts at Fairhaven, or cease or 

curtail their business relationship with Fidelity in any respect.

H. Fidelity Tortiously Interferes with Ms. Taylor’s Employment at Fairhaven

74. Despite the foregoing, Fidelity filed the federal court Lawsuit, and sought and 

obtained “expedited discovery” from Ms. Taylor relating to its false allegations that Ms. Taylor 

“solicited” her former clients at Fidelity. 

75. On June 2, 2020, Ms. Taylor fully responded and produced documents responsive 

to Fidelity’s discovery requests in the Lawsuit. None of those documents established or even 

supported the idea that Ms. Taylor violated her employment agreement with Fidelity in any 

respect. 

76. To the contrary, and consistent with her production of documents, Ms. Taylor has 

repeatedly maintained that she never solicited, attempted to solicit, induced, or encouraged any 

clients, former clients, or prospective clients of Fidelity to transfer or divert accounts or assets to 

Fairhaven, to open new accounts at Fairhaven, or to cease or otherwise curtail their business 

relationship with Fidelity in any respect, at any point during her non-solicitation period.

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77. Ms. Taylor has, however, worked to develop substantial new client relationships 

and accounts while employed with Fairhaven. Following her arrival at Fairhaven, Ms. Taylor has 

contracted to provide financial advisory services with clients, including new clients, while 

employed with Fairhaven.

78. As part of its business model, Fidelity provides clearing, custody, trading, 

technology, and practice management consulting to banks, broker-dealers, family offices, and 

registered investment advisors. 

79. For years, Fairhaven utilized the Fidelity platform for client account custody 

solutions and services, and compensated Fidelity for providing such solutions and services. 

80. One of the reasons Ms. Taylor joined Fairhaven (after being constructively 

discharged from Fidelity), as opposed to another registered investment advisory firm, was because 

Fairhaven maintained a custodial relationship with Fidelity, whereby Fairhaven utilized the 

Fidelity platform and Fidelity provided certain client account custody solutions and services to 

Fairhaven’s clients for the benefit of Fairhaven, Fairhaven’s financial advisors, and Fairhaven’s 

clients.

81. Having worked for Fidelity for 25 years, Ms. Taylor was familiar with and 

knowledgeable about the Fidelity platform, and Fairhaven’s custodial relationship with Fidelity 

was an important piece of Ms. Taylor’s continuing success and ability to make a living.

82. At the time of Ms. Taylor’s constructive discharge from Fidelity, all of Fairhaven’s 

client accounts, including the accounts for all of Ms. Taylor’s clients, were custodied at Fidelity 

and utilized the Fidelity platform.

83. As an active financial advisor for Fairhaven, Ms. Taylor had a reasonable 

expectation of entering into new client relationships, which includes opening new client accounts, 

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having such accounts custodied on the Fidelity platform, and utilizing the Fidelity platform for all 

of the custody solutions and services provided for by such platform.

84. Fidelity knew that Fairhaven, and thus Ms. Taylor, utilized the Fidelity platform 

for certain client account custody solutions and services, and that Ms. Taylor expected to be able 

to maintain her client accounts, open new client accounts, and custody those accounts on the 

Fidelity platform in her new job at Fairhaven.

85. Nonetheless, Fidelity has taken purposeful, direct action to interfere with Ms. 

Taylor’s employment relationship, as well as her business expectancy and relations with Fairhaven 

and with Ms. Taylor’s clients.

86. Specifically, Fidelity threatened and repeatedly pressured Fairhaven to take action 

adverse to the interests of Ms. Taylor, unless Ms. Taylor voluntarily agreed to the entry of a broad 

injunction order against her in the Lawsuit (despite the fact that Ms. Taylor has never violated any 

obligation owed to Fidelity), by inter alia:

a. repeatedly threatening Fairhaven with expensive and time-consuming litigation, 

despite having no evidence to support any wrongdoing; 

b. repeatedly threatening to terminate in bad-faith the custodial relationship Fidelity 

held for Fairhaven’s client accounts; and

c. denying and withholding access to “Wealthscape” – the tool utilized by registered 

investment advisors to access their client’s accounts on the Fidelity custodial 

platform.

87. On November 4, 2020, Fidelity made good on its threats and simultaneously:

(a) initiated frivolous litigation against Fairhaven by naming it as a co-defendant in the Lawsuit, 

and (b) terminated in bad faith Fidelity’s custodial relationship with Fairhaven, where all of Ms. 

Taylor’s customer accounts were custodied. A true and correct copy of Fidelity’s November 4, 

2020, Bad-Faith Termination Letter is attached hereto as Exhibit 1. 

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88. In connection with Fidelity’s bad-faith termination of its custodial relationship with 

Fairhaven, Fidelity refused to accept applications for or open any new client accounts for Ms. 

Taylor.

89. In addition, Fidelity stated its intent to notify all of Ms. Taylor’s clients that Ms. 

Taylor’s custodial relationship with Fidelity has ended and that Ms. Taylor is not authorized to 

manage their accounts on Fidelity’s platform. In connection with that communication, Fidelity 

referred Ms. Taylor’s clients to an in-house Fidelity financial advisor.

90. Fidelity’s bad-faith termination of its custodial relationship with Fairhaven was

maliciously designed to harm Ms. Taylor’s employment relationship with Fairhaven as well as her 

business expectancy and relationship with clients and prospective clients. Fidelity has propagated 

its unfounded claims against Ms. Taylor relating to her alleged solicitation of Fidelity’s customers 

and cited Ms. Taylor’s alleged conduct as the motivation for Fidelity’s bad-faith actions.

91. Fidelity’s bad-faith termination of its custodial relationship with Fairhaven was 

maliciously designed to convert Ms. Taylor’s existing clients to an in-house Fidelity financial 

advisor.

92. Fidelity’s bad-faith refusal to accept applications for new accounts unlawfully 

interferes with and is maliciously designed to forestall Ms. Taylor’s ability to make a living and to 

harm Ms. Taylor’s employment at Fairhaven as well as her business expectancy by preventing her 

from servicing any new clients, and it provides Fidelity with an unfair advantage in the 

marketplace.

93. Fidelity’s decision to sue Ms. Taylor’s employer, Fairhaven, unlawfully interferes 

with and is maliciously designed to forestall Ms. Taylor’s ability to make a living and to harm Ms. 

Taylor’s employment at Fairhaven as well as her business expectancy.

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94. Ms. Taylor has suffered and will continue to suffer damages as a direct result of 

Fidelity’s retaliation and interference by, inter alia, refusing to open new accounts for Ms. Taylor’s 

new clients and house those accounts on Fidelity’s platform; creating confusion among Ms. 

Taylor’s clients regarding Fidelity’s unlawful, bad-faith termination of the custodial relationship 

with Fairhaven; removing Ms. Taylor’s access to her client’s accounts and refusing to accept 

trading instructions from her; revoking the acceptance of Ms. Taylor’s clients’ designation of 

trading or power of attorney authorizations, which prevents Ms. Taylor from making trades on 

behalf of her clients; and notifying Ms. Taylor’s clients that the custodial relationship with Fidelity 

has ended and referring Ms. Taylor’s clients to another financial advisor on the Fidelity platform.

COUNT I

WRONGFUL TERMINATION – CONSTRUCTIVE DISCHARGE (AGAINST FIDELITY)

95. Ms. Taylor repeats, realleges, and repleads the allegations set forth in Paragraphs 1 

through 94 as if fully set forth herein.

96. Marshall, in his capacity as Ms. Taylor’s supervisor, took repeated and continuing 

employment actions against her which were unfounded and detrimental to her career. Those 

actions included unjustifiably issuing formal written warnings to Ms. Taylor, unjustifiably 

scrutinizing Ms. Taylor’s performance and comparing same to unwritten and ambiguous metrics, 

despite her performance meeting Fidelity’s goals and being exceptional compared to her peers.

97. Despite the foregoing bad acts, Ms. Taylor remained employed with Fidelity and 

contemporaneously sought redress by: (a) objecting to Marshall’s egregious conduct; (b) reporting

Marshall’s misconduct to Fidelity’s management; and (c) requesting that any meetings with 

Marshall and Taylor be supervised and/or monitored.

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98. Although Ms. Taylor sought redress from Fidelity, Marshall’s behavior was not 

addressed, corrected, or reformed, and he continued to mistreat her; Fidelity had a reasonable 

opportunity to address Marshall’s misconduct, but failed to do so.

99. Through his misconduct, Marshall (and, through him, Fidelity) ultimately made 

Ms. Taylor’s working conditions so intolerable that a reasonable person would be forced to resign.

100. In addition, Marshall – through the foregoing bad acts, threats, and unlawful 

conduct – acted in a manner that communicated to Ms. Taylor that her termination was both 

inevitable and imminent, and that she would have been terminated by Fidelity on March 10, 2020.

Accordingly, Ms. Taylor was constructively discharged from Fidelity on March 6, 2020.

101. Marshall’s outrageous conduct was purposefully designed to create a working 

environment that would be intolerable and unbearable for Ms. Taylor, thereby forcing her to quit. 

102. One of the primary reasons Marshall wanted to force Ms. Taylor (an experienced 

financial advisor with a large book of business) to quit was to transfer her client accounts to lessseasoned (and lower compensated) financial advisors, who would then engage in “gaming” 

transactions to artificially inflate the “new revenue” production metrics of the Oak Brook office, 

thereby increasing Marshall’s own incentive compensation as the Oak Brook branch manager.

103. Marshall’s purposeful misconduct was unlawful, in direct violation of Illinois law 

and public policy, and constitutes wrongful termination as a matter of law.

104. As a direct and proximate result of Fidelity’s actions, Ms. Taylor has suffered and 

will continue to suffer pecuniary losses such as the loss of income and fringe benefits, litigation 

expense and attorney’s fees, consequential damages and other expenses and damages recoverable 

as a result of Fidelity’s unlawful constructive discharge and wrongful termination.

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WHEREFORE, for all of the reasons set forth above, Counterclaimant Taylor respectfully 

requests the entry of an Arbitration Award in her favor and against Counter-Respondent Fidelity:

A. Awarding her back-pay, front-pay, and compensatory damages of not less than 

$800,000;

B. Awarding her punitive damages in an amount sufficient to deter such wrongful 

conduct by Fidelity in the future, but not less than treble damages of $2,400,000;

C. Awarding her actual costs and attorneys’ fees incurred in this dispute and in the 

Lawsuit; and

D. Awarding her such additional relief as the Panel may deem just.

COUNT II

UNFAIR AND DECEPTIVE BUSINESS PRACTICES (AGAINST FIDELITY)

105. Ms. Taylor repeats, realleges, and repleads the allegations set forth in Paragraphs 1 

through 104 as if fully set forth herein.

106. Fidelity violated Illinois’ Consumer Fraud and Deceptive Business Practices Act, 

815 ILCS 505/1, et seq., by refusing to provide Ms. Taylor’s contact information to her former 

clients, and lying to them about her employment at Fairhaven.

107. After Fidelity constructively discharged Ms. Taylor, several of Ms. Taylor’s former 

clients asked Fidelity for her new contact information. 

108. Fidelity’s internal compliance procedures and FINRA Regulatory Notice 19-10 

required Fidelity to provide Ms. Taylor’s contact information to any of her former clients who 

asked for it. 

109. Fidelity knew Ms. Taylor’s cell phone number (which she had provided to Fidelity 

in her resignation letter for this very purpose), yet Fidelity willfully refused to provide Ms. Taylor’s 

contact information to her former clients. Indeed, Fidelity falsely informed Ms. Taylor’s former 

clients that Fidelity “did not know” Ms. Taylor’s contact information.

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110. Moreover, Fidelity knew that Ms. Taylor had joined Fairhaven, yet Fidelity told 

Ms. Taylor’s former clients that it “did not know” which firm she had joined.

111. Fidelity’s refusal to provide this information to Ms. Taylor’s former clients 

constitutes “unfair methods of competition and unfair or deceptive acts or practices” under 815 

ILCS 505/2. Fidelity, in refusing to provide contact information to Ms. Taylor’s former clients, 

relied upon the “misrepresentation or the concealment, suppression or omission of material fact[s]” 

– namely Ms. Taylor’s contact information, the identify of her new employer, the fact that she was 

diligent about leaving her contact information upon her separation of employment, and the fact 

that she was open to receiving calls from former clients. 

112. Fidelity’s refusal to provide this information to Ms. Taylor’s former clients also 

misleadingly implied that Ms. Taylor had not provided any contact information through which her 

former clients could contact her and, thus, implied that Ms. Taylor did not care about the financial 

health of her former clients. 

113. Fidelity meant for consumers to rely on these misrepresentations and concealments 

so that they would not contact Ms. Taylor. Fidelity’s acts occurred through a course of conduct 

involving commerce. 

114. Fidelity’s actions implicate consumer protection concerns. Ms. Taylor had been 

advising many of her clients for upwards of 25 years. Ms. Taylor left Fidelity’s employ on March 

6, 2020 – at the beginning of the ongoing COVID-19 pandemic, when financial markets were in 

turmoil and when many jobs were in jeopardy. Due to Fidelity’s actions, however, these 

consumers were unable to speak to their trusted financial advisor, Ms. Taylor, during one of the 

most stressful, chaotic, and consequential market events in a lifetime. Worse still, Fidelity was 

unable to adequately come up to speed on years or decades of client interactions in order to 

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properly advise Ms. Taylor’s clients in a timely manner. Numerous consumers reported being 

distressed that Ms. Taylor had left Fidelity, and several were vocal about their displeasure with the 

replacement advisors Fidelity had assigned to their accounts. 

115. Fidelity’s refusal to provide Ms. Taylor’s contact information to her former clients 

caused actual confusion, caused fewer former clients to reach out to Ms. Taylor than otherwise 

would have reached out to her, and caused permanent damage to Ms. Taylor’s reputation. 

116. The relief Ms. Taylor requests below would benefit all consumers by giving 

financial firms such as Fidelity a financial incentive not to conceal the contact information of any 

former employees when consumers request it. 

WHEREFORE, for all of the reasons set forth above, Counterclaimant Taylor respectfully 

requests the entry of an Arbitration Award in her favor and against Counter-Respondent Fidelity:

A. Awarding to Ms. Taylor consequential damages in an amount to be determined at

the final hearing on the merits, including, but not limited to, the revenue that she 

would have received had Fidelity not prevented Ms. Taylor’s clients from 

contacting her;

B. Awarding to Ms. Taylor her actual costs and attorneys’ fees incurred in connection 

with this proceeding and the Lawsuit;

C. Awarding to Ms. Taylor punitive damages in an amount sufficient to deter such 

conduct by Fidelity in the future; and 

D. Awarding her such additional relief as the Panel may deem just.

COUNT III

DECEPTIVE TRADE PRACTICES (AGAINST FIDELITY)

117. Ms. Taylor repeats, realleges, and repleads the allegations set forth in Paragraphs 1 

through 116 as if fully set forth herein.

118. Fidelity violated the Illinois Deceptive Trade Practices Act, 815 ILCS 510/1, et 

seq., by refusing to provide Ms. Taylor’s contact information to her former clients.

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119. After Fidelity constructively discharged Ms. Taylor, several of Ms. Taylor’s former 

clients asked Fidelity for her new contact information. 

120. Fidelity’s internal compliance procedures and FINRA Regulatory Notice 19-10 

required Fidelity to provide Ms. Taylor’s contact information to any of her former clients who 

asked for it. 

121. Fidelity knew Ms. Taylor’s cell phone number (which she had provided to Fidelity 

in her resignation letter for this very purpose), yet Fidelity willfully refused to provide Ms. Taylor’s 

contact information to her former clients. Indeed, Fidelity falsely informed Ms. Taylor’s former 

clients that Fidelity “did not know” Ms. Taylor’s contact information.

122. Moreover, Fidelity knew that Ms. Taylor had joined Fairhaven, yet Fidelity told 

Ms. Taylor’s former clients that it “did not know” which firm she had joined.

123. Fidelity’s refusal to provide this information to Ms. Taylor’s former clients caused 

a “likelihood of confusion or of misunderstanding as to [the] affiliation” of Ms. Taylor with 

Fairhaven. This constitutes a deceptive trade practice under 815 ILCS 510/2(a)(3).

124. Fidelity’s refusal to provide this information to Ms. Taylor’s former clients 

implicitly disparaged the services of Ms. Taylor by misleadingly implying that Ms. Taylor did not 

provide contact information through which her former clients could contact her. This negatively 

affected Ms. Taylor’s reputation and constitutes a deceptive trade practice under 815 ILCS 

510/2(a)(8).

125. Fidelity’s refusal to provide this information also constitutes a deceptive trade 

practice under 815 ILCS 510/2(a)(12) because it created a likelihood of confusion or 

misunderstanding regarding Ms. Taylor’s contact information, the identity of her current 

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employer, whether she had left her contact information upon her separation of employment, and 

her willingness to take calls from former clients. 

126. Fidelity meant for consumers to rely on these misrepresentations and concealments 

so that they would not contact Ms. Taylor. 

127. Fidelity’s refusal to truthfully provide Ms. Taylor’s contact information to her 

former clients caused actual confusion, and caused fewer former clients to reach out to Ms. Taylor 

than otherwise would have reached out to her. 

WHEREFORE, for all of the reasons set forth above, Counterclaimant Taylor respectfully 

requests the entry of an Arbitration Award in her favor and against Counter-Respondent Fidelity:

A. Awarding to Ms. Taylor consequential damages in an amount to be determined at 

the final hearing on the merits, including, but not limited to, the revenue that she 

would have received had Fidelity not prevented Ms. Taylor’s clients from 

contacting her;

B. Awarding to Ms. Taylor her actual costs and attorneys’ fees incurred in connection 

with this proceeding and the Lawsuit;

C. Awarding to Ms. Taylor punitive damages in an amount sufficient to deter such 

conduct by Fidelity in the future; and 

D. Awarding her such additional relief as the Panel may deem just.

COUNT IV

TORTIOUS INTERFERENCE WITH 

EMPLOYMENT (AGAINST FIDELITY)

128. Ms. Taylor repeats, realleges, and repleads the allegations set forth in Paragraphs 1 

through 127 as if fully set forth herein.

129. Since March 6, 2020, Ms. Taylor has been employed as a financial advisor with 

Fairhaven.

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130. Fidelity was, at all times relevant, aware of the employment relationship between 

Ms. Taylor and Fairhaven.

131. Fidelity was, at all times relevant, aware that Ms. Taylor, as a financial advisor with 

Fairhaven, was required to custody client accounts with Fidelity on the Fidelity platform.

132. Fidelity was, at all times relevant, aware that Ms. Taylor, through Fidelity’s 

custodial relationship with Fairhaven, relied upon Fidelity and the Fidelity platform for certain 

client account custody solutions and services in servicing her clients as a financial advisor at 

Fairhaven.

133. Fidelity acted with malice and tortiously interfered with Ms. Taylor’s employment 

relationship with Fairhaven and unfairly competed with Ms. Taylor by, inter alia: (a) terminating 

in bad faith its custodial relationship with Fairhaven because of false, specious allegations of 

wrongdoing by Ms. Taylor; (b) threatening to sue her employer, Fairhaven, for an improper 

purpose; (c) actually suing her employer, Fairhaven, for an improper purpose; and (d) denying her 

access to “Wealthscape,” all of which unnecessarily strained her employment relationship with 

Fairhaven and caused her emotional distress.

134. As a direct and proximate result of Fidelity’s bad faith termination of its custodial 

relationship with Fidelity, Ms. Taylor has suffered and will continue to suffer pecuniary losses 

such as the loss of income and fringe benefits, litigation expense and attorney’s fees, consequential 

damages and other expenses and damages recoverable as a result of Fidelity’s tortious conduct.

WHEREFORE, for all of the reasons set forth above, Counterclaimant Taylor respectfully 

requests the entry of an Arbitration Award in her favor and against Counter-Respondent Fidelity:

A. Awarding her compensatory damages of not less than $800,000;

B. Awarding her punitive damages in an amount sufficient to deter such wrongful 

conduct by Fidelity in the future, but not less than treble damages of $2,400,000;

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C. Awarding her actual costs and attorneys’ fees incurred in this dispute and the 

Lawsuit; and

D. Awarding her such additional relief as the Panel may deem just.

COUNT V

TORTIOUS INTERFERENCE WITH

BUSINESS RELATIONS (AGAINST FIDELITY)

135. Ms. Taylor repeats, realleges, and repleads the allegations set forth in Paragraphs 1 

through 134 as if fully set forth herein.

136. Fidelity was, at all times relevant, aware that Ms. Taylor, as a financial advisor with 

Fairhaven, maintains professional relationships and is contractually bound to provide services to 

her clients.

137. Fidelity was, at all times relevant, aware that Ms. Taylor, as a financial advisor with 

Fairhaven, housed her client accounts at Fidelity and utilized the Fidelity platform to service her 

clients.

138. Fidelity was, at all times relevant, aware that Ms. Taylor, through Fidelity’s 

custodial relationship with Fairhaven, relied upon Fidelity and the Fidelity platform for certain 

client account custody solutions and services in servicing her clients as a financial advisor at 

Fairhaven.

139. Fidelity tortiously interfered with Ms. Taylor’s business relations with her clients 

and unfairly competed with Ms. Taylor by denying her access to “Wealthscape” and terminating 

in bad faith its custodial relationship with Fairhaven, in an effort to terminate Ms. Taylor’s client 

contracts and convert Ms. Taylor’s clients to a Fidelity financial advisor.

140. As a direct and proximate result of Fidelity’s bad faith termination of its custodial 

relationship with Fairhaven, Ms. Taylor has suffered and will continue to suffer pecuniary losses 

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such as the loss of income and fringe benefits, litigation expense and attorney’s fees, consequential 

damages and other expenses and damages recoverable as a result of Fidelity’s tortious conduct.

WHEREFORE, for all of the reasons set forth above, Counterclaimant Taylor respectfully 

requests the entry of an Arbitration Award in her favor and against Counter-Respondent Fidelity:

A. Awarding her compensatory damages of not less than $800,000;

B. Awarding her punitive damages in an amount sufficient to deter such wrongful 

conduct by Fidelity in the future, but not less than treble damages of $2,400,000;

C. Awarding her actual costs and attorneys’ fees incurred in this dispute and the 

Lawsuit; and

D. Awarding her such additional relief as the Panel may deem just.

COUNT VI

TORTIOUS INTERFERENCE WITH

PROSPECTIVE ECONOMIC ADVANTAGE (AGAINST FIDELITY)

141. Ms. Taylor repeats, realleges, and repleads the allegations set forth in Paragraphs 1 

through 140 as if fully set forth herein.

142. Fidelity refused to provide Ms. Taylor’s contact information to clients that called 

and inquired about Ms. Taylor or her financial advisory services after Ms. Taylor was 

constructively discharged from Fidelity. 

143. By refusing to provide Ms. Taylor’s contact information to her former clients, 

Fidelity interfered with Ms. Taylor’s business expectancy. 

144. When financial advisors change firms, it is common and expected that a certain 

percentage of their client base will follow the advisor to his or her new firm, without any 

solicitation on the part of the advisor or the new employer. Accordingly, Ms. Taylor reasonably 

expected that she would continue her business relationships with a certain percentage of her client 

base (without any solicitation on the part of Ms. Taylor or Fairhaven). 

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145. Fidelity knew that if it provided Ms. Taylor’s contact information to Ms. Taylor’s 

former clients upon their request, then more of those clients would have unilaterally reached out 

to Ms. Taylor, and would have unilaterally continued their relationship with Ms. Taylor (without 

any solicitation on the part of Ms. Taylor or Fairhaven).

146. Accordingly, by refusing to provide Ms. Taylor’s contact information to her former 

clients, Fidelity tortiously interfered with Ms. Taylor’s business expectancy. 

147. In addition, Fidelity was, at all times relevant, aware that Ms. Taylor, through 

Fidelity’s custodial relationship with Fairhaven, relied upon Fidelity and the Fidelity platform for 

certain new client account custody solutions and services in servicing new clients as a financial 

advisor at Fairhaven.

148. Fidelity tortiously interfered with Ms. Taylor’s business relations with her 

prospective clients and unfairly competed with Ms. Taylor by terminating in bad faith its custodial 

relationship with Fairhaven, in an effort to forestall Ms. Taylor’s ability to acquire new clients and 

open new client accounts.

149. As a direct and proximate result of Fidelity’s interference, Ms. Taylor has suffered 

and will continue to suffer pecuniary losses such as the loss of income and fringe benefits, litigation 

expense and attorney’s fees, consequential damages and other expenses and damages recoverable 

as a result of Fidelity’s tortious conduct.

WHEREFORE, for all of the reasons set forth above, Counterclaimant Taylor respectfully 

requests the entry of an Arbitration Award in her favor and against Counter-Respondent Fidelity:

A. Awarding her compensatory damages of not less than $800,000;

B. Awarding her punitive damages in an amount sufficient to deter such wrongful 

conduct by Fidelity in the future, but not less than treble damages of $2,400,000;

C. Awarding her actual costs and attorneys’ fees incurred in this dispute and the 

Lawsuit; and

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D. Awarding her such additional relief as the Panel may deem just.

COUNT VII 

DEFAMATION (AGAINST MARSHALL AND FIDELITY)

150. Ms. Taylor repeats, realleges, and repleads the allegations set forth in Paragraphs 1 

through 140 as if fully set forth herein.

151. During the course of his employment as Ms. Taylor’s manager, Marshall made and 

published several false statements about her. For example:

a. Marshall falsely stated that Ms. Taylor’s contribution to the Company’s business 

results was significantly lagging others in her position – when, in fact, she was the 

most productive and highest-revenue generating financial advisor in Fidelity’s Oak 

Brook office, and one of the top producing advisors in the entire Company.

b. Marshall also falsely stated that Ms. Taylor solicited her clients to leave Fidelity, 

and set up client meetings at Fairhaven, before she had resigned from the Company.

152. These and other false statements about Ms. Taylor by Marshall (individually, and 

in his capacity as a manager at Fidelity) were not privileged, and were published (orally and in 

writing) by Marshall to third parties. 

153. Marshall knew (or should have known) that the statements he published about Ms. 

Taylor were false, and would cause damage to her reputation.

154. As a direct and proximate result of Marshall’s publication of these and other false 

statements that he published about Ms. Taylor – both in his individual capacity and in his capacity 

as a manager and authorized agent of Fidelity – Ms. Taylor has suffered and will continue to suffer 

pecuniary losses such as the loss of income and fringe benefits, litigation expense and attorney’s 

fees, consequential damages and other expenses and damages recoverable as a result of Marshall 

and Fidelity’s defamatory conduct.

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WHEREFORE, for all of the reasons set forth above, Counterclaimant/Third-Party 

Claimant Taylor respectfully requests the entry of an Arbitration Award in her favor and against 

Counter-Respondent Fidelity and Third-Party Respondent Marshall, jointly and severally:

A. Awarding her compensatory damages of not less than $1,200,000;

B. Awarding her punitive damages in an amount sufficient to deter such wrongful 

conduct in the future, but not less than treble damages of $3,600,000;

C. Awarding her actual costs and attorneys’ fees incurred in this dispute and the 

Lawsuit; and

D. Awarding her such additional relief as the Panel may deem just.

COUNT VIII

FINRA RULE 2010 VIOLATIONS (AGAINST MARSHALL AND FIDELITY)

155. Ms. Taylor repeats, realleges, and repleads the allegations set forth in Paragraphs 1 

through 154 as if fully set forth herein.

156. At all times relevant, Fidelity and Marshall were subject to FINRA Rule 2010, 

which required each of them to “observe high standards of commercial honor and just and 

equitable principles of trade” in the conduct of their business.

157. At all times relevant, Marshall was acting in his capacity as a managerial employee 

and authorized agent of Fidelity, such that liability for his conduct is imputed to the Company.

158. As set forth above, Marshall (and, through him, Fidelity) has violated FINRA Rule 

2010 by, inter alia:

a. Engaging in workplace misconduct against Ms. Taylor in order to force her out 

of the Company so her client book would be redistributed to less-seasoned (and 

less expensive) financial advisors who would then – at his direction and control 

– engage in “gaming” transactions to artificially inflate the “new production” 

metrics for the Oak Brook office, thereby increasing his own compensation as 

branch manager;

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b. Publishing false and defamatory statements about Ms. Taylor in order to force 

her out of the Company, for the reasons set forth above;

c. Retaliating against Ms. Taylor for complaining about the workplace 

mistreatment she experienced at his hands;

d. Violating Fidelity’s own internal compliance procedures and FINRA 

Regulatory Notice 19-10 by refusing to provide Ms. Taylor’s contact 

information to her clients following the termination of her employment, despite 

the clients’ direct requests for such information; and

e. Publishing false and defamatory statements about Ms. Taylor in order to 

damage her reputation and impair her ability to service her clients.

159. As a direct and proximate result of these violations of FINRA Rule 2010, Ms. 

Taylor and her clients have suffered and will continue to suffer pecuniary losses, as described more 

fully above.

WHEREFORE, for all of the reasons set forth above, Counterclaimant/Third-Party 

Claimant Taylor respectfully requests the entry of an Arbitration Award in her favor and against 

Counter-Respondent Fidelity and Third-Party Respondent Marshall, jointly and severally:

A. Awarding her compensatory damages of not less than $1,200,000;

B. Awarding her punitive damages in an amount sufficient to deter such wrongful 

conduct in the future, but not less than treble damages of $3,600,000;

C. Awarding her actual costs and attorneys’ fees incurred in this dispute and the 

Lawsuit; and

D. Awarding her such additional relief as the Panel may deem just.

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RESPONDENT’S ANSWER AND AFFIRMATIVE DEFENSES

TO FIDELITY’S STATEMENT OF CLAIM

Respondent Taylor, by and through her undersigned counsel, and pursuant to FINRA Rule 

13303, respectfully submits the following Answer and Affirmative Defenses to the Statement of 

Claim filed by Claimant Fidelity:

1. This Statement of Claim is filed pursuant to Section 13804 of the FINRA code of 

Arbitration Procedure for Industry Disputes (the "Code"). An application by Fidelity for 

preliminary injunctive relief has simultaneously been filed in the United States District Court for 

the Northern District of Illinois. Because Fidelity has elected to seek interim injunctive relief in 

court, the arbitration should proceed pursuant to Rule 13804 of the Code.

ANSWER: Taylor admits that Respondent simultaneously filed its Statement of Claim 

pursuant to FINRA Rule 13804 and an application in the United States District Court for the 

Northern District of Illinois seeking preliminary injunctive relief. Taylor denies all non-factual 

legal conclusions set forth in the Preliminary Statement of Claimant’s Statement of Claim, denies 

any and all wrongdoing on her part, and denies that Claimant is entitled to any of the relief it seeks.

2. This dispute arises out of the resignation of Jennifer Taylor ("Taylor") from Fidelity 

on March 6, 2020, and her subsequent affiliation with Fairhaven Wealth Management 

("Fairhaven"), a registered investment adviser firm (RIA), to provide competing services.

ANSWER: Taylor admits only that her employment with Fidelity ended on March 6, 

2020, when she was constructively discharged, and that she subsequently affiliated with Fairhaven 

Wealth Management, a registered investment adviser firm. Taylor denies any remaining 

allegations in Paragraph 2 of the Statement of Claim, further denies any and all wrongdoing on her 

part, and denies that there is any basis for Claimant’s claims.

3. Since her resignation from Fidelity, Taylor has been, and continues to, misuse 

Fidelity's confidential and trade secret customer information, which she obtained knowledge of 

and access to as a result of her employment with Fidelity, for the improper purpose of soliciting 

and inducing Fidelity customers to transfer their Fidelity accounts to her at her new firm. Taylor's 

conduct, among other things, breaches her Employee Agreements with Fidelity and violates 

Illinois and federal law protecting Fidelity's trade secret information.

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ANSWER: Taylor admits only that she was constructively discharged from Fidelity. 

Taylor denies all non-factual legal conclusions set forth in Paragraph 3 of the Statement of Claim, 

denies any and all wrongdoing on her part, and denies any remaining allegations of fact contained 

therein.

4. Plaintiff Fidelity Brokerage Services LLC is a Delaware Limited Liability 

Company, whose sole member is Fidelity Global Brokerage Group, Inc., a corporation organized 

and existing under the laws of Massachusetts with its principal place of business located in Boston, 

Massachusetts. Fidelity is a member firm of FINRA.

ANSWER: Taylor admits the allegations in Paragraph 4 of the Statement of Claim upon 

information and belief only.

5. Respondent Taylor is a former Vice President, Financial Consultant for Fidelity's 

Oak Brook, Illinois office. She is an adult citizen and resident of the state of Illinois. Taylor is 

registered with FINRA.

ANSWER: Admitted.

6. Fidelity and its affiliates provide a variety of financial services-such as retirement 

services, investment planning, wealth management, securities execution and clearing, life 

insurance services, and equity services-to Fidelity customers, with whom Fidelity typically enjoys 

significant, long-term relationships. Fidelity offers individual investors a broad assortment of 

trading and cash management features including buying and selling stocks, bonds, options and 

thousands of mutual funds from Fidelity and other well-known fund companies.

ANSWER: Taylor admits that Fidelity provides financial services to customers, and 

further states that she personally enjoys significant, long-term relationships with her clients. 

Taylor denies the remaining allegations in Paragraph 6 of the Statement of Claim.

7. Fidelity is unique in the retail brokerage field because Fidelity does not have its 

Financial Consultants, such as Taylor, make "cold calls" to persons who have no relationship with 

Fidelity, or who were not referred to Fidelity. Fidelity assigns clients to Financial Consultants for 

servicing.

ANSWER: Taylor admits only that Fidelity assigns some clients to its Financial 

Consultants. Taylor is without information or knowledge sufficient to allow her to admit or deny 

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the remaining allegations set forth in Paragraph 7 of the Statement of Claim and, on that basis, 

denies those allegations.

8. Further, Fidelity requires its Financial Consultants to develop service relationships 

based upon leads that Fidelity provides.

ANSWER: Taylor admits only that she developed service relationships with her clients. 

Taylor is without information or knowledge sufficient to allow her to admit or deny the remaining 

allegations set forth in Paragraph 8 of the Statement of Claim and, on that basis, denies those 

allegations.

9. Fidelity provides leads to its Financial Consultants from two primary sources. First,

Fidelity forwards information to its representatives from prospective customers who initiate 

contact with Fidelity either by telephone, over the internet, or in person.

ANSWER: Taylor admits only that Fidelity provides some potential customer leads to 

its Financial Consultants. Taylor is without information or knowledge sufficient to allow her to 

admit or deny the remaining allegations set forth in Paragraph 9 of the Statement of Claim and, on 

that basis, denies those allegations.

10. Fidelity and its affiliates devote tens of millions of dollars per year toward attracting 

customers to Fidelity's various businesses in a variety of means. Fidelity arranges to publish and 

broadcast national and local advertisements which invite potential customers to contact Fidelity; 

Fidelity maintains an interactive internet page that allows interested persons to establish 

relationships with Fidelity; Fidelity maintains multiple call centers that prospective customers can 

use to initiate contact with Fidelity; and Fidelity maintains prominent retail locations which 

prospective customers can visit.

ANSWER: Taylor admits only that Fidelity advertises for its services, and that it 

maintains a web site, call center, and retail locations. Taylor is without information or knowledge 

sufficient to allow her to admit or deny the remaining allegations set forth in Paragraph 10 of the 

Statement of Claim and, on that basis, denies those allegations.

11. A large portion of Fidelity's business is derived from this initial customer contact 

that is generated by significant investments of time, labor, and capital by Fidelity.

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ANSWER: Taylor is without information or knowledge sufficient to allow her to admit 

or deny the allegations in Paragraph 11 of the Statement of Claim and, on that basis, denies the 

allegations.

12. Second, Fidelity forwards information to its representatives regarding customers, 

with whom Fidelity already has a relationship, when those customers experience "triggering 

events," such as Fidelity 401(k) distributable events, which may lead to interest in Fidelity's retail 

financial services.

ANSWER: Taylor is without information or knowledge sufficient to allow her to admit 

or deny the allegations set forth in Paragraph 12 of the Statement of Claim and, on that basis, 

denies the allegations.

13. In addition, representatives may be assigned to service customers previously 

serviced by other representatives in certain circumstances, such as if the former representative 

moves, leaves Fidelity, or is promoted to another position. Moreover, Fidelity clients may be 

serviced by multiple Fidelity representatives depending upon the clients' needs and service 

offerings in which they opt to participate at Fidelity.

ANSWER: Taylor admits only that Financial Consultants were sometimes assigned to

customers previously serviced by other Financial Consultants under certain circumstances. Taylor 

is without information or knowledge sufficient to allow her to admit or deny the remaining 

allegations in Paragraph 13 of the Statement of Claim and, on that basis, denies those allegations.

14. A significant portion of Fidelity's business is derived from servicing the needs of 

Fidelity's existing customers.

ANSWER: Taylor is without information or knowledge sufficient to allow her to admit 

or deny the allegations in Paragraph 14 of the Statement of Claim and, on that basis, denies the 

allegations.

15. Fidelity's lead-based approach to supporting its Financial Consultants distinguishes 

Fidelity from other full-service brokerages, where individual brokers, rather than the firm, are 

responsible for establishing customer relationships.

ANSWER: Denied.

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16. Fidelity's success with its unique lead-based approach to supporting Financial 

Consultants, such as Taylor, is also directly tied to Fidelity's trade secret customer information, 

which is among Fidelity's most important assets.

ANSWER: Denied.

17. Fidelity's trade secret customer data includes not only the names and contact 

information of Fidelity customers, but also includes financial information relating to those 

customers, such as customer financial statements, investment goals, investment history, assets, 

income, and net worth.

ANSWER: The allegations set forth in Paragraph 17 constitute a legal conclusion to which 

no response is required. To the extent the allegations in Paragraph 17 can be construed as 

statements of fact, Taylor denies the allegations set forth therein.

18. Although certain portions of such information might be publicly available - such 

as an individual's name or published home telephone numbers - only a limited number of Fidelity 

employees know who among the general public are Fidelity customers who have demonstrated a 

specific need and desire for investment services.

ANSWER: Taylor admits that names and published telephone numbers are publicly 

available. Taylor is without sufficient information or knowledge to allow her to admit or deny the 

remaining allegations set forth in Paragraph 18 of the Statement of Claim and, on that basis, denies 

those allegations.

19. Fidelity developed its customer base through a significant investment of time, labor, 

and capital, as described above.

ANSWER: Taylor is without sufficient information or knowledge to allow her to admit 

or deny the allegations set forth in Paragraph 19 of the Statement of Claim and, on that basis, 

denies those allegations.

20. Fidelity maintains its customer data in confidence, both to preserve Fidelity's 

competitive advantage in its customer base and to meet customer expectations that Fidelity will 

maintain sensitive, personally identifiable information (including their identity as a customer, 

contact information and financial information) in confidence.

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ANSWER: Taylor is without sufficient information or knowledge to allow her to admit 

or deny the allegations set forth in Paragraph 20 of the Statement of Claim and, on that basis, 

denies those allegations.

21. Fidelity derives substantial economic value from preserving its customer data as a 

trade secret.

ANSWER: The allegations in Paragraph 21 constitute a legal conclusion to which no 

response is required. To the extent the allegations in Paragraph 21 can be construed as statements 

of fact, Taylor denies the allegations set forth therein.

22. Although individual customers are periodically subject to random solicitations 

from Fidelity competitors, no competitor can effectively target a set of Fidelity customers and 

address their needs without access to or specific knowledge of Fidelity's trade secret customer data. 

In this way, maintaining the confidentiality of Fidelity's trade secret customer data provides 

Fidelity with a significant competitive advantage over its competitors.

ANSWER: Denied.

23. Fidelity vigilantly preserves its trade secret customer data so that it does not become 

available to competitors who could use the data to divert customers, without the investment of 

time, labor, and capital that Fidelity made to compile the information. Fidelity does not provide 

its trade secret customer data to competitors.

ANSWER: The allegations of Paragraph 23 of the Statement of Claim are premised 

upon legal conclusions, to which no response is required. To the extent the allegations contained 

in Paragraph 23 can be construed as statements of fact, Taylor denies them.

24. Fidelity maintains its trade secret customer data on password-protected computers, 

and only employees whose jobs require access to the customer data are provided with such access.

ANSWER: Denied.

25. Fidelity also maintains and advises its employees of a Global Policy on Information 

Protection that is displayed on Fidelity's intranet. A true and correct copy of Fidelity's Global 

Policy on Information Protection is attached hereto as Exhibit A. Fidelity periodically reminds its 

employees of this policy and provides employees with a Quick Reference Card ("QRC") 

explaining how to protect specific types of Fidelity confidential information. Id. at Exhibit B.

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ANSWER: Taylor admits only that Claimant’s Global Policy on Information Protection 

and the Quick Reference Card (“QRC”) are attached to the Statement of Claim as Exhibits “A” 

and “B”, respectively, and further states that the terms of those documents speak for themselves.

Taylor denies that Claimant has fully or accurately memorialized the information, or summarized 

the purpose of those documents, in its Statement of Claim. Taylor denies all non-factual legal 

conclusions contained in this Paragraph, and denies any remaining factual allegations in Paragraph 

25 of the Statement of Claim.

26. Fidelity also preserves trade secret customer data by requiring employees, 

including the Respondent, to sign Employee Agreements in which each employee agrees not to 

use or disclose Fidelity confidential information, including Fidelity customer information, outside 

of Fidelity.

ANSWER: Taylor admits only that she signed an Employee Agreement, but denies that 

Claimant has fully or accurately memorialized the purpose, terms and conditions of her 

Employment Agreement, the terms of which speak for itself. Taylor denies the remaining 

allegations contained in Paragraph 26 of the Statement of Claim.

27. Fidelity additionally preserves trade secret customer data by requiring each 

employee to execute a standard Fidelity Employee Agreement. Fidelity records indicate that 

Defendant Taylor executed Fidelity's Employee Agreement initially on September 20, 1999. A 

copy of Taylor's 1999 Agreement is attached hereto as Exhibit C. Taylor renewed her promises 

by executing the Employee Agreement again on June 30, 2011. A copy of Taylor's June 11, 2011 

Agreement is attached hereto as Exhibit D.

ANSWER: Taylor admits that initially she was a party to an Employee Agreement dated

September 20, 1999, and further states that on June 30, 2011, she signed an updated version of the 

Employee Agreement, which superseded and replaced the prior version she had previously signed 

(which was created in April, 1997). Taylor admits that copies of the September 20, 1999 

(superseded) and June 30, 2011 Employee Agreements are attached to the Statement of Claim as 

Exhibits “C” and “D”, respectively. Taylor denies that the September 20, 1999, Employee 

Agreement has any force or effect, as it was superseded and replaced by the June 30, 2011 

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Employee Agreement, and further denies that she renewed any promises on June 30, 2011. Taylor 

denies the remaining allegations contained in Paragraph 27 of the Statement of Claim.

28. In her Employee Agreements, the Respondent acknowledged the confidentiality of 

Fidelity's records, and defined "Confidential Information" to include Fidelity's customer lists and 

customer information. Exhibits C-D at ¶ 1.

ANSWER: Taylor denies that the September 20, 1999, Employee Agreement has any 

force or effect, as it was superseded and replaced by the June 30, 2011 Employee Agreement. 

Further answering, Taylor denies that Claimant has fully or accurately memorialized the purpose, 

terms and conditions of the June 30, 2011 Employee Agreement, the terms of which speak for 

themselves. Taylor denies any remaining allegations in Paragraph 28 of the Statement of Claim.

29. The Respondent promised to use Fidelity's Confidential Information and trade

secrets only in the course of her employment with Fidelity and not to divulge Fidelity's trade 

secrets to third parties. Id.

ANSWER: Taylor denies that the September 20, 1999, Employee Agreement has any 

force or effect, as it was superseded and replaced by the June 30, 2011 Employee Agreement. 

Further answering, Taylor denies that Claimant has fully or accurately memorialized the purpose, 

terms and conditions of the June 30, 2011 Employee Agreement, the terms of which speak for 

themselves. Taylor denies the remaining allegations in this paragraph.

30. The Respondent promised that, upon termination of employment, she would "return 

all company property ... including but not limited to Confidential Information." Id.

ANSWER: Taylor denies that the September 20, 1999, Employee Agreement has any 

force or effect, as it was superseded and replaced by the June 30, 2011 Employee Agreement. 

Further answering, Taylor denies that Claimant has fully or accurately memorialized the purpose, 

terms and conditions of the June 30, 2011 Employee Agreement, the terms of which speak for 

themselves. Taylor denies the remaining allegations in this paragraph.

31. The Respondent also promised that following termination of employment she 

would not use Fidelity's Confidential Information to solicit Fidelity's clients. Id

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ANSWER: Taylor denies that the September 20, 1999, Employee Agreement has any 

force or effect, as it was superseded and replaced by the June 30, 2011 Employee Agreement. 

Further answering, Taylor denies that Claimant has fully or accurately memorialized the purpose, 

terms and conditions of the June 30, 2011 Employee Agreement, the terms of which speak for 

themselves. Taylor denies the remaining allegations in this paragraph.

32. The Respondent further promised that for a period of one year following 

termination of her employment she would not "directly or indirectly ... solicit in any manner or 

induce or attempt to induce any customer or prospective customer with whom Employee had

personal contact or about whom Employee otherwise learned during the course of the Employee's 

employment with the Fidelity Companies." Id.

ANSWER: Taylor denies that the September 20, 1999, Employee Agreement has any 

force or effect, as it was superseded and replaced by the June 30, 2011 Employee Agreement. 

Further answering, Taylor denies that Claimant has fully or accurately memorialized the purpose, 

terms and conditions of the June 30, 2011 Employee Agreement, the terms of which speak for 

themselves. Taylor denies the remaining allegations in this paragraph.

33. The Respondent agreed that any violation of the Employee Agreement-including 

after her termination-would cause Fidelity irreparable damage and would entitle Fidelity to seek 

injunctive relief to protect its trade secret customer information. Id.

ANSWER: Taylor denies that the September 20, 1999, Employee Agreement has any 

force or effect, as it was superseded and replaced by the June 30, 2011 Employee Agreement. 

Further answering, Taylor denies that Claimant has fully or accurately memorialized the purpose, 

terms and conditions of the June 30, 2011 Employee Agreement, the terms of which speak for 

themselves. Taylor denies the remaining allegations in this paragraph.

34. As consideration for the Employee Agreements the Respondent executed, Fidelity 

hired the Respondent, compensated her throughout her employment, promoted her, provided her 

with introductory and continuing on-the-job training and education, and allowed her access to 

confidential customer information. In addition to assigning customers to the Respondent to service, 

Fidelity also provides Financial Consultants, including the Respondent, with the resources to 

enable them to succeed at Fidelity, including support services, market reporting services, research, 

sales assistance, access to and use of experts in asset management, tax, estate planning and 

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insurance, and all other requirements necessary to best perform their job for Fidelity's customers. 

Fidelity also registered the Respondent with the New York Stock Exchange and Financial Industry 

Regulatory Authority ("FINRA").

ANSWER: Taylor denies that the consideration Claimant has described in this 

Paragraph 34 was in exchange for her executing any Employee Agreement, as Claimant was hired 

in 1999 and was compensated and promoted based on her superior performance, and not in 

exchange for executing any agreement. Further answering, Taylor denies that the September 20, 

1999, Employee Agreement has any force or effect, as it was superseded and replaced by the June 

30, 2011 Employee Agreement. Taylor denies that she was provided the resources to enable her 

to succeed at Fidelity, as she was constructively discharged from employment on March 6, 2020. 

Further answering, Taylor admits that she is registered with the New York Stock Exchange and 

with FINRA. Taylor denies any remaining allegations contained in this Paragraph. 

35. Fidelity has been vigilant in protecting its customers' privacy because most Fidelity 

customers do not want, and have not authorized, Fidelity to share their contact or financial 

information outside of Fidelity. Furthermore, Fidelity is required by federal law to prevent the 

disclosure to third-parties of nonpublic customer information, including customers' contact 

information and financial information. See 15 U.S.C. § 6801, et seq.; 17 C.F.R. § 248.1, et seq.

ANSWER: Taylor is without information or knowledge sufficient to allow her to admit 

or deny the allegations contained in the first sentence of Paragraph 35 of the Statement of Claim 

and, on that basis, denies those allegations. The remaining allegations set forth in Paragraph 35 

constitute legal conclusions to which no response is required. To the extent those remaining 

allegations can be construed as statements of fact, Taylor denies those allegations, and denies any 

remaining allegations of fact.

36. On March 6, 2020, Taylor resigned from Fidelity. She subsequently joined her new 

firm Fairhaven, a direct competitor of Fidelity. A copy of Taylor's resignation letter is attached 

hereto as Exhibit E.

ANSWER: Taylor admits only that she was constructively discharged from Fidelity on 

March 6, 2020, immediately before her impending termination, and that she subsequently affiliated 

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with Fairhaven. Further answering, Taylor admits that she provided the letter attached as Exhibit 

E to the Statement of Claim to Fidelity. Taylor denies any remaining allegations contained in 

Paragraph 36 of the Statement of Claim.

37. At the time that Taylor resigned, she was sent a letter from Fidelity's HR department 

reminding her of her post-employment obligations pursuant to her Employee Agreement and 

enclosing a copy of her Employee Agreement. A copy of the March 14, 2020 letter is attached 

hereto as Exhibit F.

ANSWER: Taylor admits only that on March 14, 2020, Fidelity sent her the letter that 

is attached to the Statement of Claim as Exhibit F, but denies that the letter was sent at the time of 

her constructive discharge, denies that Claimant has fully or accurately memorialized that 

communication, and denies that Claimant accurately or fully recited the terms and conditions of 

the June 30, 2011 Employment Agreement, the terms of which speak for itself. Taylor denies the 

remaining allegations contained in Paragraph 37 of the Statement of Claim

38. Since Taylor resigned from Fidelity, Fidelity has been receiving reports that sheand representatives from her new firm acting on her behalf--have been soliciting Fidelity 

customers to transfer their business to Fairhaven.

ANSWER: Taylor denies that she solicited any of Fidelity’s customers to transfer any 

business to Fairhaven during her non-solicitation period. Taylor is without information or 

knowledge sufficient to allow her to admit or deny whether Fidelity has received any “reports” 

about Taylor subsequent to her constructive discharge and, on that basis, denies the allegations in 

Paragraph 38 of the Statement of Claim. Taylor denies any remaining allegations in Paragraph 38 

of the Statement of Claim.

39. In fact, one client reported that Taylor solicited him, and set up an appointment for 

him to come meet with her at her new firm, before she even resigned. After Taylor resigned, 

Fidelity representatives were assigned to service the customers that were previously serviced by 

Taylor. In a meeting with the new Financial Consultant, the customer reported that during his last 

meeting with Taylor, while she was employed at Fidelity, she set up a meeting for him at her new 

firm. Taylor also told the client that he would be able to leave his assets at Fidelity but Taylor 

would be able to add her name to their account and provide financial advice.

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ANSWER: Taylor denies that she solicited any of Fidelity’s clients to transfer any 

business to Fairhaven during her non-solicitation period, and denies that she had any conversations 

about Fairhaven with any of her clients prior to her constructive discharge from Claimant’s employ

on March 6, 2020. Taylor is without information or knowledge sufficient to allow her to admit or 

deny the allegations that Fidelity received any “reports” about Taylor and, on that basis, denies 

those allegations. Taylor denies any remaining allegations contained in Paragraph 39 of the 

Statement of Claim.

40. Another client reported to her new Financial Consultant that she received a call 

from the firm that Taylor joined and the person said that she was calling on Taylor's behalf. The 

employee from Taylor's new firm, Fairhaven, then asked the Fidelity client to consolidate her 

assets and transfer them to Taylor at her new firm. The client was not happy that someone called 

her and wanted to make sure that Fidelity was aware that this was being done by Taylor and her 

new firm.

ANSWER: Taylor denies that anyone solicited any of Fidelity’s clients to transfer any 

business to Fairhaven at the direction or on behalf of Taylor. Taylor is without information or 

knowledge sufficient to allow her to admit or deny the allegations that Fidelity received any 

“reports” regarding Taylor or the content of any alleged conversations Fidelity has had about 

Taylor and, on that basis, denies those allegations. Taylor denies any remaining allegations 

contained in Paragraph 40 of the Statement of Claim.

41. Other clients have also reported to Fidelity that Taylor was contacting them about 

doing business with her at her new firm.

ANSWER: Taylor denies that she solicited any of Fidelity’s clients to transfer business 

to Fairhaven during her non-solicitation period. Taylor is without information or knowledge 

sufficient to allow her to admit or deny the allegations that Fidelity received any “reports” 

regarding Taylor or the content of any alleged conversations Fidelity has had about Taylor and, on 

that basis, denies those allegations. Taylor denies any remaining allegations contained in 

Paragraph 41 of the Statement of Claim.

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42. Accordingly, Fidelity's in-house counsel sent Taylor a letter reminding her of her 

contractual obligations, enclosing a copy of her Employee Agreement, and demanding that she 

cease any further solicitation of Fidelity customers. Fidelity also enclosed an affidavit for her to 

sign attesting that she did not have, or had returned, any of its customer information. A copy of 

the March 20, 2020 letter is attached hereto as Exhibit G.

ANSWER: Taylor admits only that Fidelity sent her the letter attached as Exhibit G to 

the Statement of Claim, the content of which speaks for itself. Taylor denies that Claimant has 

fully or accurately memorialized the contents or summarized the purpose of the letter in its 

Statement of Claim. Taylor denies any remaining allegations in Paragraph 42 of the Statement of 

Claim.

43. Taylor never responded to the letter and never returned the affidavit attesting that 

she did not have or had returned Fidelity's customer information.

ANSWER: Taylor denies the premise upon which this allegation is based, and further 

denies that any response to the letter or the execution of any affidavit was required or warranted. 

Taylor denies any remaining allegations in Paragraph 43 of the Statement of Claim.

44. Despite Fidelity's letters reminding the Respondent of her legal obligations, Taylor 

has continued to use Fidelity's trade secret customer information to aggressively solicit customers 

to transfer their accounts to her new firm and has failed to return Fidelity's customer information.

ANSWER: Denied.

45. The only way Taylor could have known that these particular individuals were 

customers of Fidelity and how to contact them is by exploiting the ongoing access she was given 

to Fidelity's constantly updated confidential and trade secret information, and using her knowledge 

of that confidential information about Fidelity's clients to identify and target Fidelity clients for 

her own benefit, and the benefit of her new firm.

ANSWER: Denied.

46. The fact that Taylor is blatantly soliciting clients raises substantial concern for 

Fidelity that she has also removed or retained a list of Fidelity clients following termination of her

employment with Fidelity, and that she is using that list in further violation of the non-disclosure 

and confidentiality obligations in the Employee Agreement.

ANSWER: Taylor denies that she has solicited any of Fidelity’s clients to transfer any 

business to Fairhaven during her non-solicitation period. Further answering, Taylor denies that 

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she has any list of Fidelity clients, and denies that she has violated any obligations contained in 

the June 30, 2011 Employee Agreement. Taylor denies any remaining allegations contained in 

Paragraph 46 of the Statement of Claim.

47. Fidelity asks for the Panel's assistance in protecting that information and stopping 

Respondent's knowing and intentional wrongful conduct.

ANSWER: The allegations in Paragraph 47 constitute a legal conclusion, to which no 

response is required. To the extent the allegations in Paragraph 47 can be construed as statements 

of fact, Taylor denies the allegations set forth therein.

FIRST CAUSE OF ACTION

(Breach of Contract)

48. The allegations of Paragraphs 1 through 47 are incorporated herein by reference 

with the same force and effect as if set forth in full below.

ANSWER: As and for her answer to Paragraph 48, Taylor adopts and incorporates by 

reference her answers to Paragraphs 1 through 47 of the Statement of Claim, as well as the 

allegations of fact set forth in Paragraphs 1 through 159 of her Counterclaims and Third-Party 

Claims, as if fully set forth herein.

49. Taylor's Employee Agreements are valid contracts supported by adequate 

consideration.

ANSWER: Denied.

50. In the Employee Agreements, Taylor acknowledged that as a consequence of her 

employment with Fidelity, she would be given access to Confidential Information about Fidelity's 

clients. See Exhibits C-D at ¶1. As described above, this information was provided to Taylor not 

only at the outset of her employment, but she also was provided with continuing access to an 

evolving and nearly continually updated pool of information about the Fidelity clients she was 

assigned to service, all of which was essential to her ability to perform her job duties. 

ANSWER: Taylor denies that the September 20, 1999, Employee Agreement has any 

force or effect, as it was superseded and replaced by the June 30, 2011 Employee Agreement. 

Further answering, Taylor denies that Claimant has fully or accurately memorialized the purpose, 

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terms and conditions of the June 30, 2011 Employee Agreement, the terms of which speak for 

themselves. Taylor denies any and all wrongdoing on her part, and denies any remaining 

allegations in this Paragraph.

51. Pursuant to the terms of her Employee Agreements, Taylor agreed to keep 

Fidelity's records, including particularly Fidelity's customer lists and customer information,

confidential. Exhibits C-D at ¶ 1.

ANSWER: Taylor denies that the September 20, 1999, Employee Agreement has any 

force or effect, as it was superseded and replaced by the June 30, 2011 Employee Agreement. 

Further answering, Taylor denies that Claimant has fully or accurately memorialized the purpose, 

terms and conditions of the June 30, 2011 Employee Agreement, the terms of which speak for 

themselves. Taylor denies any and all wrongdoing on her part, and further denies any remaining 

allegations in Paragraph 51 of the Statement of Claim.

52. Taylor promised to use Fidelity's customer information only in the course of her

employment with Fidelity, and promised not to divulge Fidelity's customer information to third 

parties. Exhibits C-D at ¶ 1.

ANSWER: Taylor denies that the September 20, 1999, Employee Agreement has any 

force or effect, as it was superseded and replaced by the June 30, 2011 Employee Agreement. 

Further answering, Taylor denies that Claimant has fully or accurately memorialized the purpose, 

terms and conditions of the June 30, 2011 Employee Agreement, the terms of which speak for 

themselves. Taylor denies any and all wrongdoing on her part, and further denies any remaining 

allegations in Paragraph 52 of the Statement of Claim.

53. Taylor violated the confidentiality and non-disclosure provisions of her Employee 

Agreements by using Fidelity's confidential customer information on behalf of herself, including 

by using that information to solicit Fidelity clients to follow her to her new firm. 

ANSWER: Denied.

54. Taylor also promised to return any of Fidelity's customer information in her 

possession to Fidelity upon termination of her employment. Exhibits C-D at ¶ 3. 

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ANSWER: Taylor denies that the September 20, 1999, Employee Agreement has any 

force or effect, as it was superseded and replaced by the June 30, 2011 Employee Agreement. 

Further answering, Taylor denies that Claimant has fully or accurately memorialized the purpose, 

terms and conditions of the June 30, 2011 Employee Agreement, the terms of which speak for 

themselves. Taylor denies any and all wrongdoing on her part, and further denies any remaining 

allegations in Paragraph 54 of the Statement of Claim.

55. Taylor sought to circumvent and in fact breached this provision of her Employee 

Agreements by, on information and belief, either taking the Confidential Information, or creating 

or recreating the Confidential Information from memory for competitive use at her new firm.

ANSWER: Denied.

56. Taylor also promised that she would not solicit Fidelity customers for a period of 

one year after her termination. Exhibits C-D at ¶ 6.

ANSWER: Taylor denies that the September 20, 1999, Employee Agreement has any 

force or effect, as it was superseded and replaced by the June 30, 2011 Employee Agreement. 

Further answering, Taylor denies that Claimant has fully or accurately memorialized the purpose, 

terms and conditions of the June 30, 2011 Employee Agreement, the terms of which speak for 

themselves. Taylor denies any and all wrongdoing on her part, and further denies any remaining 

allegations in Paragraph 56 of the Statement of Claim.

57. Taylor breached the non-solicitation provision of her Employee Agreements by 

using her knowledge of Fidelity's customer information to solicit Fidelity customers to transfer 

their business to her.

ANSWER: Denied.

58. Taylor continues to violate her contractual obligations and will continue to violate

these obligations in the future unless enjoined.

ANSWER: Denied.

59. As a consequence of the foregoing, Fidelity has suffered and will continue to suffer 

irreparable harm for which it lacks an adequate remedy at law, as well as present economic loss 

and other incalculable financial loss. 

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ANSWER: Denied.

60. In her Employee Agreement, Taylor expressly agreed that "violation of this

Agreement will cause irreparable damage" to Fidelity. Exhibits C-D at ¶ 10.

ANSWER: Taylor denies that the September 20, 1999, Employee Agreement has any 

force or effect, as it was superseded and replaced by the June 30, 2011 Employee Agreement. 

Further answering, Taylor denies that Claimant has fully or accurately memorialized the purpose, 

terms and conditions of the June 30, 2011 Employee Agreement, the terms of which speak for 

themselves. Taylor denies any and all wrongdoing on her part, and further denies any remaining 

allegations in Paragraph 60 of the Statement of Claim.

61. Unless Taylor is enjoined from the foregoing conduct, Fidelity will be irreparably 

harmed by:

(a) Disclosure of trade secrets, customer lists, and other trade secret confidential 

information that is solely the property of Fidelity and its customers;

(b) Use of Fidelity's trade secrets to solicit customers on behalf of a competitor;

(c) Loss of confidentiality of clients' trade secret records and financial dealings, 

loss of confidence and trust of clients, loss of goodwill, and loss of business 

reputation; and

(d) Potential future economic loss, which is presently incalculable.

ANSWER: Denied.

SECOND CAUSE OF ACTION

(Misappropriations of Trade Secrets in Violation of the 

Defend Trade Secrets Act - 18 U.S.C. § 1831 et seq.)

62. The allegations of Paragraphs 1 through 61 are incorporated herein by reference 

with the same force and effect as if set forth in full below.

ANSWER: As and for her answer to Paragraph 62, Taylor adopts and incorporates by 

reference her answers to Paragraphs 1 through 61 of the Statement of Claim, as well as the 

allegations of fact set forth in Paragraphs 1 through 159 of her Counterclaims and Third-Party 

Claims, as if fully set forth herein.

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63. The above-alleged facts constitute actual and threatened misappropriation of trade 

secrets by Respondent pursuant to the Federal Defend Trade Secrets Act ("DTSA"), 18 U.S.C. § 

1831 et seq., in one or more of the following respects. 

ANSWER: Denied.

64. Fidelity's above-described trade secrets, including the contact and confidential 

financial and account information of Fidelity customers, are subject to reasonable efforts by 

Fidelity to maintain their secrecy and/or confidentiality. Fidelity's customer information is not 

generally known.

ANSWER: Denied.

65. Respondent has used Fidelity's customer information without Fidelity's consent.

Taylor engaged in this conduct despite acquiring this information under circumstances giving rise 

to a duty to maintain the information's secrecy and limit its use, which duty Taylor owed and 

continues to owe Fidelity as a former agent, employee and representative of Fidelity.

ANSWER: Denied.

66. Such information is also protected as "non-public" information under federal 

securities Regulation S-P. 17 C.F.R. § 248.3(t)(l ); 17 C.F.R. § 248.3(u). Accordingly, Fidelity is 

required by federal statute to ensure that non-public customer contact, financial, and account 

information such as that misappropriated by the Respondent is not disclosed to third parties 

without consent. 17 C.F.R. § 248.10.

ANSWER: Denied.

67. Fidelity derives a significant economic benefit from the above-described trade 

secrets.

ANSWER: Denied.

68. Fidelity faces an immediate threat of continuing irreparable harm, for which 

Fidelity lacks an adequate remedy at law, from Respondent's ongoing misappropriation and misuse 

of Fidelity's trade secret customer information.

ANSWER: Denied.

69. Unless the Respondent is permanently enjoined from the foregoing conduct, 

Fidelity will be irreparably harmed by.

(a) Disclosure of trade secrets, customer lists, and other trade secret confidential 

information that is solely the property of Fidelity and its customers,

(b) Use of Fidelity's trade secrets to solicit customers on behalf of a competitor;

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(c) Loss of confidentiality of clients' trade secret records and financial dealings, 

loss of confidence and trust of clients, loss of goodwill, and loss of business 

reputation; and

(d) Potential future economic loss, which is presently incalculable.

ANSWER: Denied.

70. Respondent's conduct constitutes a willful and malicious misappropriation of 

Fidelity's trade secrets. 

ANSWER: Denied. 

71. Thus, Fidelity is entitled to permanent injunctive relief, restitution, compensatory 

and exemplary damages, and reasonable attorneys' fees pursuant to 18 U.S.C. § 1836.

ANSWER: Denied.

THIRD CAUSE OF ACTION

(Misappropriations of Trade Secret and Misuse of Confidential Information in

Violation of the Illinois Trade Secret Act, 765 Ill. Comp. Stat. 1065)

72. The allegations of Paragraphs 1 through 71 are incorporated herein by reference 

with the same force and effect as if set forth in full below.

ANSWER: As and for her answer to Paragraph 72, Taylor adopts and incorporates by 

reference her answers to Paragraphs 1 through 71 of the Statement of Claim, as well as the 

allegations of fact set forth in Paragraphs 1 through 159 of her Counterclaims and Third-Party 

Claims, as if fully set forth herein.

73. The books, files and records of Fidelity, the confidential information contained 

therein, and especially the data pertaining to Fidelity customers, including customers' names and 

addresses, as well as additional information such as customers' social security numbers, account 

numbers, financial status, financial statements, investment objectives and preferences, assets 

and/or securities held by these customers, and other highly confidential personal and financial 

information, are trade secrets of Fidelity subject to protection under Illinois trade secret law.

ANSWER: Denied.

74. This information derives independent economic value by not being accessible, 

through proper means, to competitors, which can profit from its use or disclosure. The identities 

of Fidelity's clients are not readily available to the public or to Fidelity's competitors. Fidelity has 

spent significant sums, in terms of both financial and human resources, to develop and maintain 

this information, which is of great value to any competitor. 

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ANSWER: Denied.

75. Fidelity has taken more than adequate measures under the circumstances to 

maintain the secrecy of this information, including assigning computer access passwords to be 

used to access Fidelity computer systems and records, restricting access to its business premises, 

and having employees, including Taylor, sign agreements which expressly prohibit the use and 

disclosure of such information outside of Fidelity.

ANSWER: Denied.

76. The foregoing conduct of the Respondent constitutes a conversion and 

misappropriation and misuse of Fidelity's confidential, trade secret information in violation of 

Illinois law, including the Illinois Trade Secrets Act, 765 Ill. Comp. Stat. 1065, because Taylor 

has used and/or disclosed Fidelity's customer information without Fidelity's consent and despite 

the fact that Taylor acquired knowledge of this information under circumstances giving rise to a 

duty to maintain the information's secrecy and limit its use, which duty Taylor owed Fidelity as 

its agent, employee and representative.

ANSWER: Denied.

77. Because Respondent's unlawful conduct is ongoing, Fidelity faces an immediate 

threat of continuing irreparable harm, for which Fidelity lacks an adequate remedy at law.

ANSWER: Denied.

FOURTH CAUSE OF ACTION

(Unfair Competition)

78. The allegations of Paragraphs 1 through 77 are incorporated herein by reference 

with the same force and effect as if set forth in full below. 

ANSWER: As and for her answer to Paragraph 78, Taylor adopts and incorporates by 

reference her answers to Paragraphs 1 through 77 of the Statement of Claim, as well as the 

allegations of fact set forth in Paragraphs 1 through 159 of her Counterclaims and Third-Party 

Claims, as if fully set forth herein.

79. Respondent's conduct constitutes an unfair method of competition under Illinois 

law. Respondent actively participated in, and induced others to carry out all of the acts of unfair 

competition outlined above. Moreover, Respondent's acts of unfair competition are willful and 

intentional.

ANSWER: Denied.

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80. As a direct and proximate result of the acts and course of conduct of Respondent 

described above, Fidelity has suffered and will continue to suffer irreparable harm and loss.

ANSWER: Denied.

81. Unless this Panel enjoins her from doing so, Respondent will continue her 

unlawful acts of unfair competition, causing Fidelity immediate, irreparable damage for which it 

has no adequate remedy at law.

ANSWER: Denied.

82. Therefore, Fidelity is entitled to permanent injunctive relief enjoining the 

Respondent from any further acts of unfair competition.

ANSWER: Denied.

FIFTH CAUSE OF ACTION

(Breach of Duty of Loyalty)

83. The allegations of Paragraphs 1 through 82 are incorporated herein by reference 

with the same force and effect as if set forth in full below. 

ANSWER: As and for her answer to Paragraph 83, Taylor adopts and incorporates by 

reference her answers to Paragraphs 1 through 82 of the Statement of Claim, as well as the 

allegations of fact set forth in Paragraphs 1 through 159 of her Counterclaims and Third-Party 

Claims, as if fully set forth herein.

84. Respondent had, and continues to have, a common law duty of loyalty arising as a 

result of her relationship as an employee, agent and/or representative of Fidelity.

ANSWER: Denied.

85. Respondent had a confidential relationship with Fidelity. 

ANSWER: Denied.

86. Respondent is now using for her own benefit the customer information she gained 

as a result of her employment with Fidelity, and is doing so for the purpose of soliciting Fidelity 

clients to transfer their accounts to her new employer.

ANSWER: Denied.

87. As a consequence of the foregoing, Fidelity has suffered and will continue to suffer 

irreparable harm and loss.

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ANSWER: Denied.

SIXTH CAUSE OF ACTION

(Tortious Interference with Existing Business Relations)

88. The allegations of Paragraphs 1 through 87 are incorporated herein by reference 

with the same force and effect as if set forth in full below.

ANSWER: As and for her answer to Paragraph 88, Taylor adopts and incorporates by 

reference her answers to Paragraphs 1 through 87 of the Statement of Claim, as well as the 

allegations of fact set forth in Paragraphs 1 through 159 of her Counterclaims and Third-Party 

Claims, as if fully set forth herein.

89. Respondent tortiously interfered with Fidelity's client relationships by planning to 

and in fact soliciting clients to move their accounts to her new firm, including through the use of 

Fidelity's confidential information and trade secrets. 

ANSWER: Denied.

90. As a direct and proximate result of Respondent's conduct, Fidelity has suffered and 

will continue to suffer financial loss, loss of goodwill, and irreparable loss of the confidentiality 

of client information, as well as the loss of proprietary firm information and trade secrets.

ANSWER: Denied.

91. As a consequence of the foregoing, Fidelity has suffered and will continue to suffer 

irreparable harm and loss.

ANSWER: Denied.

SEVENTH CAUSE OF ACTION

(Unjust Enrichment)

92. The allegations of Paragraphs 1 through 91 are incorporated herein by reference 

with the same force and effect as if set forth in full below. 

ANSWER: As and for her answer to Paragraph 92, Taylor adopts and incorporates by 

reference her answers to Paragraphs 1 through 91 of the Statement of Claim, as well as the 

allegations of fact set forth in Paragraphs 1 through 159 of her Counterclaims and Third-Party 

Claims, as if fully set forth herein.

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93. Respondent has misappropriated Fidelity's trade secrets and confidential

information, has breached her Employee Agreements and unfairly competed with Fidelity in the 

hope of wrongfully benefitting from her actions.

ANSWER: Denied.

94. As a result of Respondent's wrongful and illegal conduct, he has benefitted in the

form of Fidelity customer accounts that have transferred to her at her new firm. Also as a result of 

Respondent's wrongful and illegal conduct, Fidelity has suffered harm.

ANSWER: Denied.

95. Allowing Respondent to benefit from such conduct would be unfair.

ANSWER: Denied.

GENERAL DENIAL

Taylor has endeavored to address all of the allegations directed at her in Claimant’s 

Statement of Claim. To the extent Taylor has not specifically mentioned or directly responded to 

any of Claimant’s allegations, Taylor respectfully denies those allegations.

AFFIRMATIVE DEFENSES

In addition to the affirmative matters set forth in Taylor’s Answer to the Statement of 

Claim, supra, and incorporating the allegations of fact set forth in Paragraphs 1 through 159 of her 

Counterclaims and Third-Party Claims, supra, Taylor respectfully asserts the following 

affirmative defenses to Claimant’s Statement of Claim:

FIRST AFFIRMATIVE DEFENSE

FAILURE TO STATE A CLAIM

Claimant’s Statement of Claim should be dismissed, in whole or in part, because Claimant

has failed to state a claim upon which relief may be granted.

SECOND AFFIRMATIVE DEFENSE

FIRST BREACH

Claimant is barred from recovering any damages, and any failure of performance by 

Respondent is excused, pursuant to the doctrine of first breach.

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THIRD AFFIRMATIVE DEFENSE

CLAIMANT’S CONDUCT BARS ITS CLAIMS

Claimant’s Statement of Claim is barred, in whole or in part, by the doctrines of waiver, 

laches, estoppel and ratification.

FOURTH AFFIRMATIVE DEFENSE

NO BREACH

Claimant’s Statement of Claim is barred, in whole or in part, pursuant to the express 

language of its contractual agreement with Taylor.

FIFTH AFFIRMATIVE DEFENSE

UNCLEAN HANDS

Claimant is barred from recovering any damages pursuant to the doctrine of unclean hands.

SIXTH AFFIRMATIVE DEFENSE

CONTRIBUTION

To the extent Claimant suffered any damages, those purported damages were not 

proximately caused by Respondent, and instead are a result of Claimant’s own conduct.

SEVENTH AFFIRMATIVE DEFENSE

SET OFF

To the extent Claimant suffered any damages proximately caused by Respondent (and it

did not), then the amount of those damages may only be applied as set-off against the far greater 

sums of money that Claimant owes to Respondent because of its unlawful conduct, as set forth in

Respondent’s Counterclaims.

EIGHTH AFFIRMATIVE DEFENSE

PROMISSORY ESTOPPEL

Respondent provides its financial consultants, including Taylor, with assurances that upon

their departure, it will promptly advise clients of their updated contact information. Taylor relied 

on Respondent’s assurances in this regard, but Respondent failed to provide the information to 

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Taylor’s clients. Respondent is therefore precluded due to the doctrine of promissory estoppel 

from pursuing claims against Taylor based upon her contact with clients to discuss those issues.

NINTH AFFIRMATIVE DEFENSE

FAILURE TO MITIGATE

Claimant has failed to mitigate any damages it purportedly sustained as a result of the 

conduct alleged in its Statement of Claim.

TENTH AFFIRMATIVE DEFENSE

NO DAMAGES

Claimant has suffered no damages or injury whatsoever as a result of Taylor’s alleged 

conduct.

ELEVENTH AFFIRMATIVE DEFENSE

FAIR COMPETITION

Taylor cannot be held liable, and Claimant’s claims must be dismissed, because the conduct 

alleged in non-actionable under the privilege of fair competition.

TWELFTH AFFIRMATIVE DEFENSE

RESTRAINT OF TRADE

Claimant’s Statement of Claim must be dismissed because the June 30, 2011, Employee 

Agreement at issue is an unfair restraint on trade, contrary to public policy, and unenforceable as 

a matter of law.

THIRTEENTH AFFIRMATIVE DEFENSE

DISCHARGE OF DUTIES

Claimant’s State of Claim must be dismissed because Respondent performed and 

discharged all contractual duties owed by her.

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FOURTEENTH AFFIRMATIVE DEFENSE

IMPROPER PROCEDURE

Claimant’s claim for injunctive relief against Taylor pursuant to FINRA Rule 13804 is 

barred following Claimant’s decision on January 12, 2022, to forego seeking a permanent 

injunction under Rule 13804(b), so this arbitration could, instead, “proceed on the normal 

arbitration route” set forth in Rule 13302.

FIFTEENTH AFFIRMATIVE DEFENSE

NO TRADE SECRETS

Claimant’s claim against Taylor for trade secret misappropriation fails as a matter of law 

because the documents, information, data and materials allegedly at issue do not constitute an 

enforceable “trade secret” as a matter of law.

SIXTEENTH AFFIRMATIVE DEFENSE

WAIVER AND ESTOPPEL

Claimant is barred by the doctrines of waiver and estoppel from pursuing claims against 

Taylor, when Claimant’s former employees have habitually and openly engaged in the same 

conduct allegedly engaged in by Taylor – with Claimant’s full knowledge and consent – but 

Claimant has never sought to enforce its restrictive covenants or otherwise pursued legal action 

against those employees.

RESERVATION OF AFFIRMATIVE DEFENSES

Taylor expressly reserves her rights to assert any additional defenses as they become 

known or available during the pendency of this matter.

WHEREFORE, having fully responded to the Claimant’s Statement of Claim and for all 

of the reasons set forth above, Taylor respectfully requests that the Panel enter an Award in her

favor and against the Claimant, as follows:

A. Dismissing Claimant’s Statement of Claim in its entirety, with prejudice;

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C9,,1-0,- &. G z., 

62

B. Denying all relief sought by Claimant in its Statement of Claim;

C. Awarding to Taylor all of her costs and attorneys’ fees incurred in connection 

with this arbitration proceeding; and

D. Awarding to Taylor any such other and further relief as the Panel deems just.

Dated: February 28, 2022 Respectfully submitted, 

JENNIFER TAYLOR, Respondent, 

Counterclaimant and Third-Party 

Claimant

By: 

One of Her Attorneys

Christopher S. Griesmeyer

Zachary P. Mulcrone

GREIMAN, ROME & GRIESMEYER, LLC

205 West Randolph Street, Suite 2300 

Chicago, Illinois 60606 

(312) 428-2750

(312) 332-2781 (fax)

cgriesmeyer@grglegal.com

zmulcrone@grglegal.com

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Csu,÷ &. (f,,:_, 

CERTIFICATE OF SERVICE

I, Christopher S. Griesmeyer, counsel for Respondent, Counterclaimant and Third-Party 

Claimant Jennifer Taylor, hereby certify that on February 28, 2022, I electronically filed the 

foregoing Respondent/Counterclaimant Jennifer Taylor’s Counterclaims, Third-Party Claims, 

and Answer and Affirmative Defenses to Statement of Claim with FINRA Dispute Resolution’s 

Online Arbitration Claim Filing System, pursuant to which Claimant will receive notice and 

service of same. I further certify that, pursuant to FINRA Rule 13303(b), I served a copy of:

• the foregoing Respondent/Counterclaimant Jennifer Taylor’s 

Counterclaims, Third-Party Claims, and Answer and Affirmative 

Defenses to Statement of Claim, and

• copies of all documents previously served by Claimant in this 

proceeding, 

to Third-Party Defendant Scott Ely Marshall via FedEx overnight delivery to the following 

address:

Scott Ely Marshall

Fidelity Brokerage Services, LLC

Oak Brook Regency Towers

1415 West 22nd Street

Oak Brook, Illinois 60523

Christopher S. Griesmeyer

GREIMAN, ROME & GRIESMEYER, LLC

205 West Randolph Street, Suite 2300 

Chicago, Illinois 60606 

(312) 428-2750

(312) 332-2781 (fax)

cgriesmeyer@grglegal.com

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EXHIBIT B

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