IN THE UNITED STATES DISTRICT COURT FOR

THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

FIDELITY BROKERAGE SERVICES LLC, )

)

Plaintiff, )

)

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

)

JENNIFER TAYLOR, FAIRHAVEN WEALTH )

MANAGEMENT, LLC, )

)

Defendants. )

__________________________________________)

)

JENNIFER TAYLOR, FAIRHAVEN WEALTH )

MANAGEMENT, LLC, )

)

Counter-Plaintiffs, )

)

v. )

)

FIDELITY BROKERAGE SERVICES LLC, )

)

Counter-Defendant. )

FAIRHAVEN WEALTH MANAGEMENT, LLC’S 

COUNTERCLAIM, ANSWER AND AFFIRMATIVE DEFENSES TO 

PLAINTIFF’S AMENDED COMPLAINT

Defendant/Counter-Plaintiff Fairhaven Wealth Management, LLC (“Fairhaven” or the 

“Company”), by and through its undersigned counsel, for its Counterclaim against 

Plaintiff/Counter-Defendant Fidelity Brokerage Service, LLC (“Fidelity”), and for its Answer and 

Affirmative Defenses to Fidelity’s Amended Complaint (Dkt. No. 61), states as follows:

COUNTERCLAIM

Fairhaven, for its Counterclaim against Fidelity, alleges as follows:

NATURE OF THE CASE

1. Fidelity has, inter alia, breached its fiduciary duties, tortiously interfered with, and 

unfairly competed against one of its own institutional clients (Fairhaven).

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2. Fairhaven, a small registered investment advisor (“RIA”), has had a long and 

fruitful relationship with Fidelity. Indeed, Fidelity serves as the custodian for all of Fairhaven’s 

client accounts. 

3. Earlier this year, Co-Defendant Jennifer Taylor (“Taylor”) joined Fairhaven after 

Fidelity discriminated against her on the basis of her sex and age, retaliated against her, and 

constructively discharged her. Fidelity continued its campaign of retaliation against Ms. Taylor 

even after her termination and, unfortunately, has now roped Fairhaven into it. 

4. After joining Fairhaven, Ms. Taylor learned that Fidelity was refusing to provide 

her contact information to former clients who asked for it. This violated both Fidelity’s internal 

policies and FINRA rules. Fidelity was required to provide this information, yet it refused to do 

so because of the discriminatory animus it holds toward Ms. Taylor. 

5. Fidelity’s refusal to provide Ms. Taylor’s contact information upon request posed 

a significant risk to Ms. Taylor’s professional reputation and to the economic welfare of the clients 

to whom she owed fiduciary duties (especially considering the need for those clients to speak to 

their trusted financial advisor during the chaotic markets and economic crisis of this past spring). 

6. At Fairhaven, Ms. Taylor called several of her former clients to announce her 

departure from Fidelity. During these calls, Ms. Taylor conveyed only the following information:

(a) that, as of March 6, 2020, she was no longer affiliated with Fidelity; and (b) that she was now 

affiliated with Fairhaven. 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, 

terminated the call.

7. Ms. Taylor made the calls using a list that she created after she left Fidelity, based 

upon her recollection of generalized information that she remembered (but did not “memorize” or 

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“commit to memory”) by virtue of her 25+ year relationship with her clients. The list contained 

no “Fidelity” information, and she did not use any Fidelity resources to create the list. The list 

was comprised of the names, and corresponding states of residence, of approximately 20% of Ms. 

Taylor’s clients at Fidelity – many of whom Ms. Taylor had been working with for upwards of 25 

years. Ms. Taylor then used public sources to identify the contact information for those 

individuals.

8. At all times, Ms. Taylor scrupulously complied with the duties she owed to Fidelity. 

Indeed, Fairhaven required Ms. Taylor to do so as a condition of her employment. 

9. Nevertheless, in April 2020, Fidelity sued Ms. Taylor, alleging breaches of Ms. 

Taylor’s non-solicitation agreement (despite that announcement phone calls do not constitute 

improper solicitation) and the misappropriation of trade secret information (despite that Ms. 

Taylor’s knowledge of the names of certain clients she serviced for decades is not a trade secret). 

10. Perhaps recognizing that it is unlikely to obtain a preliminary injunction on the 

merits, Fidelity began attempting to extort Fairhaven into requiring Ms. Taylor to voluntarily enter 

into a stipulated injunction. More specifically, Fidelity threatened that if Ms. Taylor refused to 

entered into a stipulated injunction, Fidelity would (i) sue Fairhaven, (ii) kick Fairhaven off of 

Fidelity’s investment platform, and (iii) cease doing business with Fairhaven.

11. Because Ms. Taylor has done nothing wrong, and because there is no valid basis 

for the entry of an injunction, Ms. Taylor refused to agree to a stipulated injunction. 

12. On November 4, 2020, Fidelity followed through on its threats. Fidelity sued 

Fairhaven and informed Fairhaven that it was terminating their business relationship, that it was 

kicking Fairhaven off of its investment platform, and that it planned to try and convert Fairhaven 

clients to Fidelity clients.

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13. Fidelity’s actions are not merely a continuation of the retaliation Ms. Taylor faced 

at Fidelity, but further retaliation for Ms. Taylor having filed an EEOC charge against Fidelity 

after her separation of employment. 

14. Fidelity’s bad faith conduct is actionable. Fidelity’s threats and eventual action 

against Ms. Taylor and Fairhaven constitute tortious interference and unfair competition. (Count 

I). Fidelity’s refusal to inform its clients of Ms. Taylor’s contact information also violates both 

the Consumer Fraud and Deceptive Business Practices Act and the Uniform Deceptive Trade 

Practices Act. (Counts II & III). In addition, by kicking Fairhaven off its investment platform and 

refusing to do business with Fairhaven, Fidelity breached the contractual arrangement between it

and Fairhaven. (Count IV). Further, by using the accounts Fairhaven entrusted to Fidelity as 

leverage in a dispute with a former employee, and by using that client information to solicit 

Fairhaven’s clients, Fidelity has breached its fiduciary duties to Fairhaven. (Count V). And, 

finally, to the extent that there is no remedy at law for Fidelity’s improper conduct, Fidelity has 

been unjustly enriched. (Count VI). 

THE PARTIES

15. Fairhaven is a small registered investment advisor located in Wheaton, Illinois. 

16. Fidelity is a Delaware limited liability company that provides financial brokerage 

services.

17. Ms. Taylor is a financial advisor with Fairhaven. She is domiciled in, and a citizen 

of, Illinois. 

JURISDICTION

18. Fairhaven’s counterclaims are compulsory counterclaims under the Federal Rules 

of Civil Procedure because they arise out of the transaction or occurrence that is the subject matter 

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of Fidelity’s Amended Complaint, and they do not require adding another party over whom the 

Court cannot acquire jurisdiction. 

19. The Court has diversity jurisdiction over Fairhaven’s counterclaims under 28 

U.S.C. § 1332 because the amount in controversy exceeds $75,000, exclusive of interest and costs, 

and because the controversy is between citizens of different states. 

FACTUAL BACKGROUND

A. Fairhaven’s Relationship with Fidelity

20. Fairhaven is an independent, privately owned investment and wealth management 

firm serving select families and small to mid-sized businesses.

21. The U.S. Securities and Exchange Commission requires RIAs like Fairhaven to use 

a “qualified custodian” like a bank or a registered broker-dealer to hold client assets. Thus, 

Fairhaven does not (and cannot) hold any client accounts or assets; rather, the clients maintain

accounts at broker-dealers (such as Fidelity), and the advisor at Fairhaven is given discretionary 

authority by the client to manage that account on the client’s behalf. 

22. Fairhaven’s relationship with Fidelity began in early 2015.

23. On or about January 13, 2015, Fairhaven and Fidelity entered into an “Investment 

Advisor Representation and Indemnification Letter” concerning Fidelity’s provision of services 

for Fairhaven. 

24. On or about June 15, 2016, Fairhaven and Fidelity entered into a Support Services 

Agreement, by which Fidelity agreed to provide Fairhaven with certain services “intended to 

support [Fairhaven] in conducting its business and serving the best interests of its clients.” 

25. Fairhaven and Fidelity entered into a series of additional contracts and agreements 

regarding Fidelity’s custodial relationship, Fidelity’ provision of compliance and clearinghouse 

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services, and Fairhaven’s access to Fidelity’s investment platform (Fairhaven will refer to these, 

collectively, as the “Custody Agreement”). 

26. For several years, Fairhaven and Fidelity had a close-knit and fruitful relationship. 

Indeed, just last year, Fidelity’s Midwest IWS Relationship Management Team named Fairhaven 

as the number one destination firm for advisors joining Fidelity, and those looking for a 

succession/continuity partner. 

27. Fidelity soured on this relationship, however, when Ms. Taylor joined Fairhaven in 

2020. 

B. Ms. Taylor’s Career with Fidelity

28. Before Fairhaven, Ms. Taylor was employed by Fidelity for 25 years, until she was 

constructively discharged on March 6, 2020.

29. 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.

30. 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.

31. 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 

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

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

was constructively discharged on March 6, 2020.

32. 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. 

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

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

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

asset to Fidelity.

34. 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 

she was a female over the age of 40.

C. Fidelity’s Goals and Activity Metrics

35. 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.

36. 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:

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a. Approximately double her sales goal;

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

Fidelity’s Central South Region;

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.

37. 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.

38. 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.

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39. 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.

D. Fidelity’s Unlawful Discrimination, Harassment and Retaliation

40. 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 because of Ms. Taylor’s age and gender. 

Over time, Marshall’s aggression toward Ms. Taylor increased.

41. Marshall’s discriminatory 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).

42. 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.

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

warning concerning her job performance. (A true and correct copy of the August 19, 2019 warning 

is attached hereto as Exhibit 1). In this written warning, Marshall asserted that Ms. Taylor’s 

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

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44. 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.

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

through the 60-day period. Because Marshall harbored discriminatory animosity toward Ms. 

Taylor (as evidenced by his aggressive attitude and demeaning comments towards her, and because 

his unfair written warning was mere pretext for discrimination on account of her age and gender), 

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.

46. Thus, despite the foregoing malicious acts by her supervisor, Ms. Taylor remained 

employed with Fidelity and contemporaneously sought redress by: (a) objecting to Marshall’s 

egregious conduct; (b) reporting Marshall’s discriminatory conduct and workplace harassment to 

Fidelity’s management; and (c) requesting that any meetings with Marshall and Taylor be 

supervised and/or monitored.

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

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

48. Fidelity had a reasonable opportunity to address Marshall’s unlawful 

discrimination and harassment; ultimately, however, Marshall’s behavior was not addressed, 

corrected, or reformed, and he continued to harass, discriminate, and retaliate against her.

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49. 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 unlawful discrimination and harassment against her in an effort to force her out of the 

Company.

50. 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.” (A true and correct copy of the November 4, 2019 written warning is 

attached hereto as Exhibit 2).

51. 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.

52. Ms. Taylor confronted Marshall about his 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, “I can terminate you at any time, for any reason.”

53. 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” and “less favorably” than other Financial 

Consultants who were male and/or younger than her.

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54. 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.

55. 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. Once again, 

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 – including Financial Consultants who were male 

and/or younger than her. 

56. 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 made it clear to Ms. Taylor that he would terminate her employment on 

March 10, 2020.

57. 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.”

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58. 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.”

59. 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 because of her age and gender (and in retaliation 

for her complaints about workplace harassment and discrimination), effective March 10, 2020.

60. Marshall – through the foregoing bad acts, threats, and unlawful conduct – acted 

with malice and 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.

E. Fidelity’s Incentive to Unlawfully Discriminate

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

Fidelity, it is not necessarily good for an individual branch. 

62. Although Ms. Taylor was a top producer for Fidelity, her senior status also carried 

the highest salary component in the Oak Brook branch.

63. 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.

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64. 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.

65. 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.

66. 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.

67. 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) significantly 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. 

68. 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.

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F. Fidelity Retaliates, Constructively Discharges Ms. Taylor from Fidelity, and 

Continues Retaliatory Conduct After Ms. Taylor’s Constructive Discharge

69. On March 6, 2020, after enduring over a year of discrimination, harassment and 

retaliation without any recourse, and immediately before her inevitable and impending termination 

by Marshall, Ms. Taylor was constructively discharged from Fidelity and accepted a position as a 

financial advisor with Fairhaven.

70. 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. 

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).

71. 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.

72. 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.”

73. 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 

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

Ms. Taylor. 

74. Fidelity has undertaken a malicious 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. More specifically, Fidelity refused to provide Ms. Taylor’s contact 

information to clients in retaliation for (i) Ms. Taylor having complained about Mr. Marshall’s sex 

and age discrimination and retaliation, (ii) Ms. Taylor’s then-anticipated EEOC charge of 

discrimination concerning Fidelity’s Title VII violations, and/or (iii) Ms. Taylor having cross-filed 

her Charge of Discrimination against Fidelity with the EEOC and IDHR. Fidelity’s conduct in 

this regard violates the Company’s own compliance policies and requirements (to say nothing of 

Title VII, ADEA, and the IHRA), and is malicious and intentional.

75. In addition to the foregoing, Fidelity has acted with malice and further retaliated 

against Ms. Taylor by: (a) filing this lawsuit against Ms. Taylor, even though she has not breached 

any obligation owed to Fidelity, and even though other financial advisors (male, younger) who 

have left the Oak Brook office actually breached their contractual obligations to Fidelity and 

Fidelity took no action (legal or otherwise) against them; and (b) interfering with her employment 

with Fairhaven in retaliation for Ms. Taylor’s cross-filing her Charge of Discrimination with the 

EEOC and IDHR, causing strain on her employment relationship and emotional distress to Ms. 

Taylor.

G. Fidelity’s Course of Dealing With Past Departing Financial Consultants

76. 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 

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

registered independent advisory firms, such as Fairhaven).

77. 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 

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

never filed a lawsuit or pursued legal action against them.

78. Between 2005 and 2018, for instance, at least four male 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 four males 

called former clients – during the one-year non-solicit period – to announce the 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 against any of the four male Vice Presidents.

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

“Trade Secrets” after Her Constructive Discharge

79. 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.

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

Fidelity documents, files, data or information with her.

81. 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; 

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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 

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. 

82. Since Ms. Taylor’s 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.

83. 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, state of residence, and some of their phone numbers (other phone numbers were obtained 

through publicly available sources).

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84. 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).

85. 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, 

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.

86. Ms. Taylor has 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.

I. Fidelity Continues to Retaliate Against Ms. Taylor and 

Interferes with Ms. Taylor’s Employment Relationship, 

Business Expectancy/Economic Advantage, and Business and

Contractual Relations

87. Despite the foregoing, Fidelity filed this lawsuit, and sought and obtained 

“expedited discovery” from Ms. Taylor relating to its allegations that Ms. Taylor “solicited” her 

former clients at Fidelity. 

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

to Fidelity’s First Set of Requests for Production pursuant to Fed. R. Civ. P. 34, none of which 

established or even supported that Ms. Taylor violated her employment agreement with Fidelity 

in any respect. 

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

repeatedly maintained that she has not 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.

90. 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.

91. 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. 

92. Fairhaven utilizes the Fidelity platform for certain client account custody solutions 

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

93. 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 utilizes the 

Fidelity platform and Fidelity provides certain client account custody services to Fairhaven’s 

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

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94. Having worked for Fidelity for 25 years, Ms. Taylor is familiar with and 

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

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

95. All of Fairhaven’s client accounts, including the accounts for all of Ms. Taylor’s 

clients, are custodied at Fidelity and utilize the Fidelity platform.

96. As an active financial advisor for Fairhaven, Ms. Taylor has a reasonable 

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

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.

97. Fidelity knows that Fairhaven, and thus Ms. Taylor, utilize the Fidelity platform for 

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

maintain her client accounts and custody those accounts on the Fidelity platform.

98. Fidelity knows that Fairhaven, and thus Ms. Taylor, utilize the Fidelity platform for 

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

open new client accounts and custody those accounts on the Fidelity platform.

99. 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, as further described below

J. Fidelity’s Extortion of Fairhaven

100. During the course of this lawsuit, Fidelity attempted to extort Fairhaven into 

requiring Ms. Taylor to voluntarily enter into a stipulated injunction that would prohibit her from 

contacting any former clients. 

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101. More specifically, Fidelity threatened to sue Fairhaven, to terminate its relationship 

with Fairhaven, and to kick Fairhaven off of Fidelity’s investment platform if Ms. Taylor did not 

voluntarily enter into a stipulated injunction prohibiting her from reaching out to her former clients 

to announce her departure from Fidelity. 

102. Because Ms. Taylor has done nothing wrong, and because there is no valid basis 

for the entry of an injunction, Ms. Taylor refused to agree to a stipulated injunction. 

103. On October 23, 2020, Fairhaven sent a letter to Abigail Johnson, Fidelity’s CEO,

seeking an amicable business resolution of this dispute. 

104. On November 4, 2020, Dennis Hawley, the Director of Fidelity Clearing & Custody 

Solutions, responded to that letter on behalf of Ms. Johnson, stating that the parties were “unable 

to come to an amicable resolution of the matter.” (A true and correct copy of this letter is attached 

hereto as Exhibit 3).

105. The letter continued, informing Fairhaven that Fidelity was to follow through on its 

threats and terminate its relationship with Fairhaven. Mr. Hawley, on behalf of Ms. Johnson, 

stated, “given the adversarial nature of recent events, Fidelity has made a business decision to 

discontinue its relationship with Fairhaven pursuant to the terms of the Investment Advisory and 

Indemnification Letter between Fidelity and Fairhaven. This business decision will be 

communicated to Fidelity affiliates with which you may do business.” 

106. Fidelity’s November 4, 2020 letter also provided a timeline regarding the 

termination of the relationship. Fidelity stated that, effective November 4, 2020, Fidelity would 

no longer accept applications for new accounts and, effective January 4, 2021, Fidelity would (i) 

remove access to accounts, (ii) remove all third-party advisors from Fairhaven’s customer 

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accounts, (iii) no longer accept trading instructions, and (iv) no longer accept power of attorney 

authorizations. 

107. Fidelity also took it upon itself to “notify all of [Fairhaven’s] clients that 

[Fairhaven’s] relationship with Fidelity has been discontinued....”

108. Incredibly, Fidelity also asserted in the November 4, 2020 letter that it plans to 

solicit Fairhaven’s clients and convert them into Fidelity clients: “Fidelity ... may refer 

[Fairhaven’s clients] to another advisor on the Fidelity platform.” 

109. On November 4, 2020, Fidelity further followed through on its threats by suing

Fairhaven in this matter. (Dkt. 61).

110. Fidelity’s bad faith termination of its custodial relationship with Fairhaven is 

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

and Fairhaven’s business expectancy and relationship with 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.

111. Fidelity’s bad faith termination of its custodial relationship with Fairhaven is 

maliciously designed to harm Ms. Taylor’s and Fairhaven’s business relationship and ongoing 

business expectancy with Ms. Taylor’s clients and prospective clients at Fairhaven.

112. Fidelity’s bad faith termination of its custodial relationship with Fairhaven is 

maliciously designed to convert Ms. Taylor’s and Fairhaven’s existing clients to Fidelity financial 

advisors operating on the Fidelity platform.

113. 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, to 

harm Ms. Taylor’s employment and business expectancy at Fairhaven, to harm Fairhaven’s 

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business interests due to its association with Ms. Taylor, and to provide Fidelity with an unfair 

advantage in the marketplace.

114. Fairhaven adopts and incorporates by reference the facts that Ms. Taylor alleges in 

her Counterclaim. 

COUNT I

TORTIOUS INTERFERENCE / UNFAIR COMPETITION

115. Fairhaven incorporates by reference Paragraphs 1 through 114 of its Counterclaim.

Fidelity Prevented Clients From Contacting Ms. Taylor

116. Fidelity tortiously interfered with Fairhaven’s business, and unfairly competed 

against Fairhaven, by trying to prevent Ms. Taylor’s former clients from contacting her once she 

became employed at Fairhaven.

117. After Fidelity constructively discharged Ms. Taylor, several of her former clients 

called Fidelity seeking her contact information. Fidelity’s internal compliance procedures and 

FINRA Regulatory Notice 19-10 required Fidelity to provide this information. Nevertheless, 

Fidelity refused to do so.

118. Fidelity’s refusal to provide Ms. Taylor’s contact information was a continuation 

of Fidelity’s retaliation against Ms. Taylor. 

119. When RIAs hire financial advisors, it is expected that a certain percentage of the 

new hire’s former client base will follow the advisor from firm to firm, without any solicitation on 

the part of the advisor or the new employer. Accordingly, by hiring Ms. Taylor, Fairhaven 

reasonably anticipated that it would enter into valid business relationships with a certain 

percentage of Ms. Taylor’s former client base (without any solicitation on the part of Ms. Taylor 

or Fairhaven). 

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120. Fidelity knew that if it provided Ms. Taylor’s contact information to her former 

clients upon request, more of Ms. Taylor’s former clients would have unilaterally reached out to 

Fairhaven, and more of Ms. Taylor’s former clients would have unilaterally transferred to 

Fairhaven (without any solicitation on the part of Ms. Taylor or Fairhaven).

121. Accordingly, in refusing to provide Ms. Taylor’s contact information to her former 

clients, Fidelity injured Fairhaven by causing fewer clients to transfer to Fairhaven than otherwise 

would have. Fidelity, thus, tortiously interfered with Fairhaven’s business expectancy. 

Fidelity Prevented Ms. Taylor from Contacting Clients

122. Fidelity also tortiously interfered with Fairhaven’s business, and unfairly competed 

against Fairhaven, by attempting to prevent Ms. Taylor from reaching out to her former clients to 

inform them of her departure. 

123. On March 20, 2020, Fidelity sent Ms. Taylor a letter threatening to sue her for 

having “contacted” clients, even though she was not contractually prohibited from contacting

anyone. (A true and correct copy of this letter is attached hereto as Exhibit 4).

124. On April 3, 2020, Fidelity filed the instant lawsuit against Ms. Taylor and a

corresponding arbitration before FINRA, alleging that Ms. Taylor having reached out to several 

of her former clients to announce her departure is somehow wrongful and actionable. 

125. During the course of this lawsuit, Fidelity attempted to extort Fairhaven into 

requiring Ms. Taylor to voluntarily enter into a stipulated injunction that would prohibit her from 

contacting any former clients. More specifically, Fidelity threatened to sue Fairhaven and to kick 

Fairhaven off of Fidelity’s investment platform if Ms. Taylor did not voluntarily enter into a 

stipulated injunction prohibiting her from reaching out to her former clients to announce her 

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departure. This was meant both to coerce Fairhaven, and to coerce Ms. Taylor by putting a 

significant strain on her employment relationship with Fairhaven. 

126. On November 4, 2020, Fidelity followed through on its threats and sued Fairhaven 

in this matter, alleging that Fairhaven is liable for Ms. Taylor’s allegedly improper solicitation. 

(Dkt. 61). 

127. Each of Fidelity’s actions constitutes continued retaliation against Ms. Taylor. 

Further, each of Fidelity’s actions was designed to strain Ms. Taylor’s employment relationship 

with Fairhaven in order to prevent Ms. Taylor from contacting former employees to inform them 

that she had joined Fairhaven. Fidelity understood that the fewer clients Ms. Taylor informed 

about her position at Fairhaven, the fewer clients that would unilaterally (i.e., without any 

solicitation from Ms. Taylor or Fairhaven) transfer their accounts to Fairhaven.

128. Fidelity succeeded, through its improper conduct and threats, in reducing the 

number of former clients that Ms. Taylor told about her new position. This caused fewer of Ms. 

Taylor’s former clients to transfer their accounts to Fairhaven than otherwise would have. 

129. Fidelity’s actions also negatively impacted Ms. Taylor’s reputation as a diligent 

financial advisor who is dedicated to the financial well-being of her clients. This, in turn, caused 

fewer clients to unilaterally (and without solicitation) transfer their accounts to Fairhaven. 

130. Fidelity’s actions injured Fairhaven by causing fewer of Ms. Taylor’s clients to join 

Fairhaven than otherwise would have. Fidelity, thus, tortiously interfered with Fairhaven’s 

business expectancy. 

Fidelity Impeded Fairhaven’s Ability to Serve Its Clients

131. In addition, Fidelity tortiously interfered with Fairhaven’s business, and unfairly 

competed against Fairhaven, by impeding Fairhaven’s ability to serve its clients.

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132. Fidelity’s institutional platform uses a technology called Wealthscape, which 

enables advisors to manage their clients’ accounts. Because all of Fairhaven’s clients’ accounts 

are custodied through Fidelity, Fairhaven advisors need Wealthscape to effectively manage their 

clients’ accounts. Fidelity, however, cut off Ms. Taylor’s access to Wealthscape once she joined 

Fairhaven. Accordingly, Ms. Taylor was unable to service her existing Fairhaven clients as 

effectively as she otherwise would have. This injured Fairhaven by negatively affecting

Fairhaven’s relationships with the affected clients. 

133. Fidelity further hampered Fairhaven’s ability to serve its clients by terminating its 

business relationship with Fairhaven and kicking Fairhaven off of its investment platform. 

134. On November 4, 2020, following through on its numerous threats, Fidelity sent 

Fairhaven a letter notifying Fairhaven that it (i) is terminating the business relationship, and (ii) is

kicking Fairhaven off the Fidelity investment platform. This caused several forms of injury to 

Fairhaven.

135. Fairhaven (by definition) has business relationships with its current clients. 

Fairhaven had a reasonable expectation that its relationships with its current clients would continue 

into 2021 and beyond. Fairhaven, further, had an expectation that it would gain additional clients 

in the future, based on the “network” effect of its current client base. 

136. Clients choose their advisors, in part, based on the seamlessness of the advisory 

process, and the familiarity of the services offered. Fairhaven’s current clients have been using 

the Fidelity platform ever since they joined Fairhaven. Fairhaven has invested significant time 

and resources ensuring that its clients understand Fidelity’s platform and its offerings. That 

investment is now worthless. Further, when Fairhaven is forced to transfer its clients to a different 

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custodian, this will not only be very costly for Fairhaven, but it will burden Fairhaven’s clients to 

such a degree that many are likely to seek out another RIA.

137. The transition away from Fidelity will further burden Fairhaven’s clients as 

Fidelity’s unilateral January 4, 2021 relationship termination date appears specially chosen to 

maximize the disruption to Fairhaven’s clients, who need to be able to access and issue their 2020 

tax reporting documents from Fidelity’s platform. 

138. The burden associated with these changes has made and will continue to make 

Fairhaven’s clients less likely to refer their family and friends to Fairhaven. 

Fidelity Plans to Solicit and Convert Fairhaven’s Clients

139. In its November 4, 2020 letter, Fidelity threatened to solicit Fairhaven’s clients and 

transfer them to Fidelity’s advisors. 

140. Fidelity, however, owes Fairhaven fiduciary duties by virtue of Fairhaven having 

placed its client accounts and client information in Fidelity’s custody.

141. It would be wrong for Fidelity to use the client accounts and client information that 

Fairhaven entrusted to Fidelity in order to solicit clients away from Fairhaven. 

142. Were Fidelity to follow through on that threat and attempt to solicit Fairhaven’s 

clients, it would constitute tortious interference with Fairhaven’s business relationships. If any 

solicited clients left Fairhaven, that would injure Fairhaven. 

143. As to each category of tortious interference identified in this Count, Fidelity is wellaware of Fairhaven’s business expectancies by virtue of having custody over Fairhaven’s client 

accounts and information.

144. Further, as to each category of tortious interference identified in this Count, Fidelity 

is acting with ill-will, in retaliation for Ms. Taylor having complained about workplace sex and 

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age discrimination and retaliation at Fidelity, and in retaliation for Ms. Taylor having filed an

EEOC charge concerning Fidelity’s Title VII violations. 

WHEREFORE, for the reasons set forth above, Fairhaven respectfully requests that 

judgment be entered in favor of Fairhaven and against Fidelity, and that the Court enter an Order:

A. Awarding to Fairhaven compensatory damages in an amount to be determined at 

trial equal to, at a minimum, (i) the revenue/profits that Fairhaven would have 

received had Fidelity not prevented its clients from contacting Ms. Taylor, (ii) the 

revenue/profits that Fairhaven would have received had Fidelity not caused Ms. 

Taylor to contact fewer former clients than she otherwise would have, (iii) the fees 

Fairhaven has paid Fidelity to date, (iv) the costs Fairhaven has incurred in adopting 

Fidelity’s platform, (v) the cost of finding and transferring client accounts to a new 

custodian, including training costs, (vii) the cost differences in fees between 

custodians, if any, (viii) the lost revenue/profits from any clients who leave 

Fairhaven due to Fidelity’s actions, (ix) the lost revenue/profits from any clients 

who would have joined Fairhaven but for Fidelity’s actions, (x) the reputational 

harm Fairhaven has suffered and will suffer, and (xi) if Fidelity’s decision destroys 

Fairhaven, the value of Fairhaven as an entity;

B. Awarding to Fairhaven its actual costs and attorneys’ fees incurred in connection 

with this proceeding;

C. Awarding to Fairhaven punitive damages in an amount sufficient to deter such 

conduct by Fidelity in the future; and 

D. Awarding to Fairhaven any such other and further relief the Court deems just.

COUNT II

CONSUMER FRAUD AND DECEPTIVE BUSINESS PRACTICES ACT (815 ILCS 505/2)

145. Fairhaven incorporates by reference Paragraphs 1 through 114 of its Counterclaim.

146. Fidelity violated the Consumer Fraud and Deceptive Business Practices Act, 815 

ILCS 510/2, by refusing to provide Ms. Taylor’s contact information to her former clients.

147. After Fidelity constructively discharged Ms. Taylor, several of Ms. Taylor’s former 

clients asked Fidelity for her new contact information. 

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148. 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. 

149. 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.

150. 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.

151. 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. 

152. 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. 

153. 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. 

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154. 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 

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. 

155. 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. This, 

in turn, caused actual pecuniary damages to Fairhaven because it reduced Fairhaven’s exposure to 

consumers and it reduced the number of clients who otherwise would have transferred their 

accounts to Fairhaven (without any solicitation on the part of Ms. Taylor or Fairhaven). 

156. The relief Fairhaven 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 the reasons set forth above, Fairhaven respectfully requests that 

judgment be entered in favor of Fairhaven and against Fidelity, and that the Court enter an Order:

A. Entering an injunction against Fidelity requiring it to provide Ms. Taylor’s contact 

information to each and every person who has asked for it, and each and every 

person who asks for it in the future;

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B. Awarding to Fairhaven damages in an amount to be determined at trial, including, 

but not limited to, the revenue/profits that Fairhaven would have received had 

Fidelity not prevented its clients from contacting Ms. Taylor;

C. Awarding to Fairhaven its actual costs and attorneys’ fees incurred in connection 

with this proceeding;

D. Awarding to Fairhaven punitive damages in an amount sufficient to deter such 

conduct by Fidelity in the future; and 

E. Awarding to Fairhaven any such other and further relief the Court deems just.

COUNT III

UNIFORM DECEPTIVE TRADE PRACTICES ACT (815 ILCS 510/2)

157. Fairhaven incorporates by reference Paragraphs 1 through 114 of its Counterclaim.

158. Fidelity violated the Uniform Deceptive Trade Practices Act, 815 ILCS 510/2(a), 

by refusing to provide Ms. Taylor’s contact information to her former clients.

159. After Fidelity constructively discharged Ms. Taylor, several of Ms. Taylor’s former 

clients asked Fidelity for her new contact information. 

160. 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. 

161. 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.

162. 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.

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163. 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).

164. 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).

165. 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 

employer, whether she had left her contact information upon her separation of employment, and 

her willingness to take calls from former clients. 

166. Fidelity meant for consumers to rely on these misrepresentations and concealments

so that they would not contact Ms. Taylor. 

167. 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. This, in turn, caused actual pecuniary damage to 

Fairhaven because it reduced Fairhaven’s exposure to consumers, and it reduced the number of 

clients who would have otherwise transferred their accounts to Fairhaven (without any solicitation 

on the part of Ms. Taylor or Fairhaven). 

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168. Fairhaven is entitled to an injunction requiring Fidelity to provide Ms. Taylor’s 

contact information to each and every person who has asked for it, and each and every person who 

asks for it in the future. 

WHEREFORE, for the reasons set forth above, Fairhaven respectfully requests that 

judgment be entered in favor of Fairhaven and against Fidelity, and that the Court enter an Order:

A. Entering an injunction against Fidelity requiring it to provide Ms. Taylor’s contact 

information to each and every person who has asked for it, and each and every 

person who asks for it in the future;

B. Awarding to Fairhaven damages in an amount to be determined at trial, including, 

but not limited to, the revenue/profits that Fairhaven would have received had 

Fidelity not prevented its clients from contacting Ms. Taylor;

C. Awarding to Fairhaven its actual costs and attorneys’ fees incurred in connection 

with this proceeding;

D. Awarding to Fairhaven punitive damages in an amount sufficient to deter such 

conduct by Fidelity in the future; and 

E. Awarding to Fairhaven any such other and further relief the Court deems just.

COUNT IV

BREACH OF CONTRACT

169. Fairhaven incorporates by reference Paragraphs 1 through 114 of its Counterclaim.

170. A valid contract existed between Fairhaven and Fidelity by virtue of the Custody 

Agreement. 

171. Fairhaven performed all obligations under the Custody Agreement. 

172. Every contract, including the Custody Agreement, imposes a duty of good faith and 

fair dealing. This is an embodiment of a mutual understanding that neither party to a contract shall 

do anything that will have the effect of destroying the right of the counterparty to receive the fruits 

of the contract.

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173. For an RIA like Fairhaven, choosing a custodian for its client accounts is a longterm investment in the custodian’s brand, the custodian’s technology, the custodian’s offerings, 

and the custodian itself. 

174. Here, Fairhaven expended a great deal of effort and resources championing the 

Fidelity platform to its clients, and ensuring that Fairhaven’s customers and employees were 

familiar with the platform and its offerings. Fairhaven’s decision to use Fidelity’s platform was 

immediately a great financial benefit to Fidelity.

175. The benefit to an RIA, by contrast, is more long-term. If an RIA sticks with a single 

custodian for the long term, it typically reduces the RIA’s costs and increases business efficiency, 

ease of use, and customer familiarity.

176. The industry standard among custodians and RIAs is that if an RIA chooses to use 

a particular custodian, that custodian will continue to do business with the RIA for as long as the 

custodian desires. This standard reflects a recognition of the steep cost associated with changing 

custodians. 

177. In addition, for custodians that have both an institutional platform and a retail 

advisory business (like Fidelity does), the industry standard is that the custodian will not attempt 

to convert an RIA’s clients into its own retail advisory clients. 

178. Fidelity has destroyed the right of Fairhaven to receive the fruits of the contract. 

Fairhaven spent significant time and money investing in Fidelity’s platform, but Fidelity is not 

allowing Fairhaven to reap the long-term benefits of that investment. Instead, Fidelity has decided 

to terminate its business relationship with Fairhaven and kick Fairhaven off of Fidelity’s 

investment platform. Moreover, Fidelity has represented that it plans to convert Fairhaven 

customers into Fidelity customers.

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179. Fidelity made this decision for bad faith reasons. More specifically, Fidelity 

decided to terminate its business with Fairhaven and kick Fairhaven off its investment platform to 

(i) further retaliate against Ms. Taylor for reporting workplace sex and age discrimination and 

retaliation at Fidelity, (ii) improperly coerce Ms. Taylor to voluntarily enter into a stipulated 

injunction, and/or (iii) to capture Fairhaven’s clients for itself. 

180. Fidelity’s conduct does not conform to the parties’ reasonable understanding of 

performance obligations. 

181. To the extent that Fidelity had any discretion regarding when to terminate the 

contract, it terminated the contract in bad faith, thereby violating the implied duty of good faith 

and fair dealing.

182. Fairhaven has been, and will continue to be, damaged by Fidelity’s termination of 

the contract. Fairhaven is entitled to damages in an amount equal to, at a minimum, (i) the fees it 

has paid Fidelity to date, (ii) the costs it has incurred in adopting Fidelity’s platform, (iii) the cost 

of finding and transferring client accounts to a new custodian, including training costs, (iv) the 

cost differences in fees between custodians, if any, (v) the lost revenue/profits from any clients 

who leave Fairhaven because of Fidelity’s actions, (vi) the lost revenue/profits from any clients 

who would have joined Fairhaven but for Fidelity’s actions, (vii) the reputational harm Fairhaven 

has suffered and will suffer, and (viii) if Fidelity’s decision destroys Fairhaven, the value of 

Fairhaven as an entity.

WHEREFORE, for the reasons set forth above, Fairhaven respectfully requests that 

judgment be entered in favor of Fairhaven and against Fidelity, and that the Court enter an Order:

A. Awarding to Fairhaven compensatory damages in an amount to be determined at 

trial equal to, at a minimum, (i) the fees it has paid Fidelity to date, (ii) the costs it 

has incurred in adopting Fidelity’s platform, (iii) the cost of finding and transferring 

client accounts to a new custodian, including training costs, (iv) the cost differences 

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in fees between custodians, if any, (v) the lost revenue/profits from any clients who 

leave Fairhaven because of Fidelity’s actions, (vi) the lost revenue/profits from any 

clients who would have joined Fairhaven but for Fidelity’s actions, (vii) the 

reputational harm Fairhaven has suffered and will suffer, and (viii) if Fidelity’s 

decision destroys Fairhaven, the value of Fairhaven as an entity;

B. Awarding to Fairhaven its actual costs and attorneys’ fees incurred in connection 

with this proceeding, under the bad faith exception to the American Rule; and

C. Awarding to Fairhaven any such other and further relief the Court deems just.

COUNT V

BREACH OF FIDUCIARY DUTY

183. Fairhaven incorporates by reference Paragraphs 1 through 114 of its Counterclaim.

184. Fairhaven has entrusted its clients’ accounts – and thus, significant amounts of 

information concerning its clients – with Fidelity. Because Fairhaven placed its trust and 

confidence in Fidelity with respect to its client accounts and information, Fidelity owes fiduciary 

duties to Fairhaven. 

185. Fidelity has breached its fiduciary duties in several ways.

186. During the course of this lawsuit, Fidelity attempted to coerce Fairhaven into 

requiring Ms. Taylor to voluntarily enter into a stipulated injunction that would prohibit her from 

contacting any former clients. More specifically, Fidelity began threatening to sue Fairhaven and 

to kick Fairhaven off of Fidelity’s investment platform if Ms. Taylor did not voluntarily enter into 

a stipulated injunction prohibiting her from reaching out to her former clients to announce her 

departure.

187. Using the Fairhaven client accounts in Fidelity’s custody to obtain leverage in a 

restrictive covenant dispute with a former employee is an obscene breach of Fidelity’s fiduciary 

duties to Fairhaven. 

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188. Worse still, Fidelity sought to obtain that leverage against Ms. Taylor for purposes 

of continued retaliation against her for having complained about workplace sex and age 

discrimination and retaliation at Fidelity, and for having filed an EEOC charge against Fidelity. 

Using Fairhaven’s client accounts for this purpose is grossly improper, and constitutes a grave 

breach of the fiduciary duties Fidelity owes to Fairhaven. 

189. On November 4, 2020, following through on its numerous threats, Fidelity sent 

Fairhaven a letter notifying Fairhaven that it (i) is terminating the business relationship, and (ii) is

kicking Fairhaven off the Fidelity investment platform. 

190. In the November 4, 2020 letter, Fidelity also stated that “Fidelity will notify all of 

your clients that your relationship with Fidelity has been discontinued and may refer them to 

another advisor on the Fidelity platform.” In other words, Fidelity is using the fact that Fairhaven 

entrusted its client accounts to Fidelity in order to convert those client accounts away from 

Fairhaven to other advisors at Fidelity. But because Fairhaven entrusted its client accounts and 

data to Fidelity, Fidelity had a fiduciary duty not to misuse those accounts or data to Fairhaven’s 

detriment. Accordingly, this, too, will constitute a breach of Fidelity’s fiduciary duties to 

Fairhaven if Fidelity goes through with it.

191. Fidelity’s breaches of fiduciary duty have proximately caused Fairhaven harm. 

Fairhaven, for instance, invested significant resources helping its clients acclimate themselves to 

Fidelity’s platform and offerings. That investment is now worthless. Moreover, transferring its 

client accounts to another custodian will cause Fairhaven reputational harm with its clients. 

Indeed, because the process is so burdensome, Fairhaven expects some clients to transfer to 

another RIA. In addition, Fairhaven must now find and transfer its client accounts to a new 

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custodian – a costly process (and even more costly if the new custodian’s transaction prices are 

higher than Fidelity’s). 

WHEREFORE, for the reasons set forth above, Fairhaven respectfully requests that 

judgment be entered in favor of Fairhaven and against Fidelity, and that the Court enter an Order:

A. Awarding to Fairhaven compensatory damages in an amount to be determined at 

trial equal to, at a minimum, (i) the costs Fairhaven incurred in adopting Fidelity’s 

platform, (ii) the cost of finding and transferring client accounts to a new custodian, 

including training costs, (iii) the cost differences in fees between custodians, if any, 

(iv) the reputational harm Fairhaven has suffered and will suffer, (v) the lost 

revenue/profits from any clients who leave Fairhaven because of Fidelity’s actions, 

(vi) the lost revenue/profits from any clients who would have joined Fairhaven but 

for Fidelity’s actions, and (vii) if Fidelity’s decision destroys Fairhaven, the value 

of Fairhaven as an entity;

B. Requiring Fidelity to disgorge to Fairhaven (i) the fees Fidelity has received from 

Fairhaven to date, and (ii) the revenue/profits Fidelity obtains from any clients who 

leave Fairhaven and remain at Fidelity because of Fidelity’s actions; 

C. Awarding to Fairhaven its actual costs and attorneys’ fees incurred in connection 

with this proceeding;

D. Awarding to Fairhaven punitive damages in an amount sufficient to deter such 

conduct by Fidelity in the future; and 

E. Awarding to Fairhaven any such other and further relief the Court deems just.

COUNT VI

UNJUST ENRICHMENT

192. Fairhaven incorporates by reference Paragraphs 1 through 114 of its Counterclaim, 

and asserts this equitable claim in the alternative to its statutory and contract claims. 

193. Fidelity’s decision to terminate its relationship with Fairhaven and to kick 

Fairhaven off Fidelity’s investment platform was meant to further retaliate against Ms. Taylor for 

reporting workplace sex and age discrimination and retaliation at Fidelity, and for Ms. Taylor 

having filed an EEOC charge against Fidelity. 

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194. Fidelity’s actions will likely lead to Fairhaven client loss. Any clients Fairhaven 

loses may join Fidelity (especially considering that Fidelity has made no secret of the fact that it 

plans to solicit Fairhaven’s clients). 

195. Were any of Fairhaven’s clients to transfer their accounts to advisors at Fidelity, 

Fidelity’s retention of any benefits from those clients would violate the fundamental principles of 

justice, equity, and good conscience. 

196. Accordingly, were that to happen (and to the extent there is no remedy provided by 

law), Fairhaven would be entitled to a judgment against Fidelity for unjust enrichment, and 

damages equal to the amount of revenue/profits that any clients who transfer to Fidelity generate 

for Fidelity. 

WHEREFORE, for the reasons set forth above, Fairhaven respectfully requests that 

judgment be entered in favor of Fairhaven and against Fidelity, and that the Court enter an Order:

A. Awarding to Fairhaven compensatory damages in an amount to be determined at 

trial equal to, at a minimum, the revenue/profits that any Fairhaven clients who 

transfer to Fidelity generate for Fidelity;

B. Awarding to Fairhaven its actual costs and attorneys’ fees incurred in connection 

with this proceeding, under the bad faith exception to the American Rule; and 

C. Awarding to Fairhaven any such other and further relief the Court deems just.

JURY DEMAND

Fairhaven hereby demands a jury trial on all matters alleged in its Counterclaim.

DEFENDANT/COUNTER-PLAINTIFF FAIRHAVEN’S ANSWER AND 

AFFIRMATIVE DEFENSES TO PLAINTIFF’S AMENDED COMPLAINT

Fairhaven hereby submits the following Answer and Affirmative Defenses to Fidelity’s 

Amended Complaint:

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PREFATORY STATEMENT: Plaintiff Fidelity Brokerage Services LLC (“Fidelity”) 

files this Amended Complaint against Defendants, its former employee Jennifer Taylor (“Taylor”) 

and her new employer Fairhaven Wealth Management, LLC (“Fairhaven”) (collectively 

“Defendants”). Taylor has used and misused Fidelity’s confidential and trade secret customer 

information, which she obtained knowledge of and access to only as a result of her employment 

with Fidelity, to solicit Fidelity customers to transfer their Fidelity accounts to her at Fairhaven. 

Further, not only has Taylor taken and misused Fidelity’s confidential customer information but 

she shared that confidential, trade secret customer information with Fairhaven and its employees 

for the specific purpose of enabling Fairhaven personnel to misuse it. Fairhaven employees then 

did exactly that, using Fidelity’s customer information to aggressively and systematically solicit 

Fidelity customers to transfer their investment management business to Taylor at Fairhaven. 

Taylor’s conduct violates her Employment Agreement with Fidelity, and Fairhaven has tortiously 

interfered with that contract. Both Defendants have misappropriated and misused Fidelity’s trade 

secret customer information in violation of Illinois law and the Defend Trade Secrets Act. 

Defendants have engaged in unfair competition and conspired to take and misuse Fidelity’s 

information in order to divert Fidelity’s customers to their firm. 

ANSWER: Denied.

1. 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: Fairhaven, on information and belief, admits the allegations in this 

paragraph.

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2. Defendant Jennifer Taylor is a former Vice President, Financial Consultant of 

Fidelity’s Oak Brook, Illinois office. She is an adult citizen and resident of Illinois. Taylor was 

registered with FINRA during her employment with Fidelity.

ANSWER: Fairhaven, on information and belief, admits the allegations in this 

paragraph.

3. Fairhaven Wealth Management, LLC is an Illinois Limited Liability Company, 

with a principal place of business located in Wheaton, Illinois.

ANSWER: Admitted.

4. This Court has original jurisdiction over this action pursuant to 28 U.S.C. § 1331, 

as this matter involves a cause of action arising under the Federal Defend Trade Secrets Act 

(“DTSA”), 18 U.S.C. §§ 1831 et seq. See 18 U.S.C. § 1836(c) (West 2017) (“The district courts 

of the United States shall have original jurisdiction of civil actions brought under this section.”). 

This Court has supplemental jurisdiction over the breach of contract and other state law claims 

herein pursuant to 28 U.S.C. § 1367 because the claims are so related to the DTSA claim for which 

this Court has original jurisdiction that they form part of the same controversy. Notably, both 

Defendants used Fidelity’s trade secret customer information to solicit Fidelity customers.

ANSWER: Denied, however Fairhaven does not challenge jurisdiction.

5. This Court also has jurisdiction over this action pursuant to 28 U.S.C. § 1332 as the 

parties are of diverse citizenship and the amount in controversy exceeds $75,000.00, exclusive of 

interest and costs. Indeed, Defendants’ conduct threatens approximately 425 Fidelity client 

households, representing in excess of $1.18 billion in client assets under Fidelity management. 

Through their illegal conduct, Defendants have already diverted almost $60 million in client assets 

to Taylor at Fairhaven.

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ANSWER: Denied, however Fairhaven does not challenge jurisdiction.

6. Venue is proper in this District because (a) Taylor lives and works in this District, 

(b) most or all of the conduct alleged in this Amended Complaint occurred within this District, and 

(c) Fairhaven conducts business in this District. 

ANSWER: Denied; however, Fairhaven does not contest venue.

7. Taylor, a former Fidelity Vice President, Financial Consultant, has used Fidelity’s 

confidential and trade secret customer information, that she had access to solely by virtue of her 

employment with Fidelity, to unlawfully solicit Fidelity customers to transfer their business to her 

new firm. Taylor has also shared Fidelity’s confidential and trade secret customer information

with Fairhaven, and Fairhaven personnel used that information to further aggressively solicit 

Fidelity customers to transfer their investment management business to Taylor and Fairhaven. 

Defendants’ illegal conduct has resulted in almost the investment management business for more 

than $60 million in Fidelity customer assets being diverted to Taylor and Fairhaven. 

ANSWER: Denied.

8. On March 6, 2020, Taylor resigned from Fidelity and immediately thereafter joined 

Fairhaven Wealth Management, a registered investment adviser firm (RIA), and began providing 

competing services.

ANSWER: Denied.

9. In connection with her resignation, Taylor 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 to the Declaration of Scott Marshall as Exhibit F.

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ANSWER: Fairhaven, on information and belief, admits the allegations in this 

paragraph.

10. Despite her post-employment obligations, since Taylor resigned she has 

aggressively and blatantly misappropriated Fidelity’s confidential and trade secret customer 

information and used, and continues to use, that information to unlawfully target and solicit 

Fidelity customers to transfer their accounts to her new firm, as set forth more fully below.

ANSWER: Denied.

11. Fidelity seeks a preliminary injunction requiring Defendants to return to Fidelity 

any and all records and/or documents in any form, received or removed from Fidelity by 

Defendant, containing information pertaining to customers Taylor served or whose names became 

known to Taylor while in the employ of Fidelity, including, but not limited to, any customer list 

or documents replicated or recreated by Taylor from memory or otherwise, and from using 

Fidelity’s confidential and trade secret information concerning Fidelity’s customers. This 

injunctive relief is necessary to end Defendants’ unlawful activities, which include misuse of 

Fidelity’s trade secrets and unfair competition.

ANSWER: Denied.

12. Fidelity and Taylor are obligated to arbitrate the merits of this dispute consistent 

with the arbitration rules and regulations of the Financial Industry Regulatory Authority 

(“FINRA”) pursuant to FINRA Rule 13200. Accordingly, concurrently with the filing of its 

Motion for a Preliminary Injunction, Fidelity also filed a Statement of Claim with FINRA Dispute 

Resolution, Inc. seeking binding arbitration of this dispute pursuant to Rule 13804(a)(2).

ANSWER: The allegations of this paragraph are not directed at Fairhaven (and the first 

sentence of this paragraph constitutes a legal conclusion), and therefore no answer is required. To 

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the extent the allegations of this paragraph can be construed as stating facts against Fairhaven, then 

upon information and belief Fairhaven admits that Fidelity filed a Statement of Claim before 

FINRA against Defendant Taylor, as well as a motion for preliminary injunction.

13. Although the merits of this case against Taylor are to be resolved in arbitration 

before FINRA, pursuant to FINRA Rule 13804, Fidelity is required to seek and obtain injunctive 

relief in a court of competent jurisdiction before an expedited FINRA arbitration is permitted to 

proceed. Preliminary injunctive relief, therefore, is required to preserve the status quo until the 

merits of this case can be adjudicated by FINRA.

ANSWER: Denied.

14. 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: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

15. 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.

ANSWER: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

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16. Instead, Fidelity requires its Financial Consultants to develop service relationships 

based upon leads that Fidelity provides.

ANSWER: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

17. Fidelity provides leads to its Financial Consultants from two primary sources.

ANSWER: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

18. 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: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

19. Fidelity and its affiliates devote tens of millions of dollars per year towards 

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: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

20. 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: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

21. 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: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

22. 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: Fairhaven, on information and belief, admits the allegations in this 

paragraph.

23. A significant portion of Fidelity’s business is derived from servicing the needs of 

Fidelity’s existing customers.

ANSWER: Fairhaven, on information and belief, admits the allegations in this 

paragraph.

24. Fidelity’s success in its lead-based approach is based on the typically long-standing 

relationships it enjoys with its customers.

ANSWER: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

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25. 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: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

26. 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: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

27. 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: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

28. Fidelity developed its customer base through a significant investment of time, labor, 

and capital, as described above.

ANSWER: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

29. 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 

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maintain sensitive, personally identifiable information (including their identity as a customer, 

contact information and financial information) in confidence.

ANSWER: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

30. Fidelity derives substantial economic value from preserving its customer data as a 

trade secret.

ANSWER: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

31. 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.

32. 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: Denied.

33. 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: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

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34. Fidelity 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 to the Marshall Declaration 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. A true 

and correct copy of Fidelity’s QRC is attached to the Marshall Declaration as Exhibit B.

ANSWER: Fairhaven, on information and belief, admits the allegations in this 

paragraph.

35. Fidelity also preserves trade secret customer data by requiring employees, 

including Taylor, to sign Employee Agreements in which each employee agrees not to use or 

disclose Fidelity confidential information, including Fidelity customer information, outside of 

Fidelity, and not to solicit Fidelity customers.

ANSWER: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

36. 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, as discussed more fully below, 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: Denied.

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37. At the time of her resignation on March 6, 2020, Taylor was a Vice President, 

Financial Consultant in Fidelity’s branch office in Oak Brook, Illinois. While working at Fidelity, 

Taylor was assigned clients to service on behalf of Fidelity.

ANSWER: Admitted.

38. In order for Taylor to service the customers’ accounts she was assigned to service, 

Taylor required access to the customers’ confidential personal and financial information.

ANSWER: Fairhaven, on information and belief, admits the allegations in this 

paragraph.

39. Taylor specifically acquired access to and knowledge of the names, contact 

information and confidential financial data for numerous Fidelity clients. By the time of her 

departure, she had daily access to and had gained knowledge of confidential Fidelity information 

relating to approximately 425 households, representing in excess of $1.18 billion in client assets 

under Fidelity management. Moreover, throughout her employment at the Oak Brook branch, the 

confidential information to which Taylor was given access was continually updated as clients were 

added, new accounts were opened, client assets and investments changed value, clients’ financial 

goals evolved, and as a result Taylor was provided with ongoing access to a pool of continually 

updated and evolving confidential information about the Fidelity clients she was assigned to 

service.

ANSWER: Fairhaven, on information and belief, generally admits the allegations in this 

paragraph, but denies that client names and publicly-available information are confidential 

information.

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40. Fidelity protects its customers’ information by, among other things, requiring each 

employee who will have access to that information to execute a standard Fidelity Employee 

Agreement.

ANSWER: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

41. Fidelity records indicate that Taylor executed the Employment Agreement on 

September 20, 1999. Taylor then renewed her commitment to the provisions by signing it again 

on June 30, 2011. Copies of Taylor’s signed September 20, 1999 and June 30, 2011 Employee 

Agreements are attached to the Marshall Declaration as Exhibits C and D.

ANSWER: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

42. In her Employee Agreement, Taylor acknowledged the confidentiality of Fidelity’s 

records, including Fidelity’s customer lists and customer information. See Marshall Declaration 

Exhibits C and D at ¶ 1.

ANSWER: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

43. Taylor promised to use Fidelity’s trade secrets only in the course of her employment 

with Fidelity and not to divulge Fidelity’s trade secrets to third parties. Id.

ANSWER: Fairhaven, on information and belief, admits the allegations in this 

paragraph.

44. Taylor promised that, upon termination of employment, she would “return all 

company property ... including but not limited to Confidential Information.” Id. at ¶ 3.

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ANSWER: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

45. Taylor also promised that following termination of employment she would not use 

Fidelity’s Confidential Information to solicit Fidelity’s clients. Id. at ¶ 6.

ANSWER: Fairhaven, on information and belief, admits the allegations in this 

paragraph.

46. Taylor 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 she had personal contact or about whom 

she otherwise learned during the course of her employment with the Fidelity. Id.

ANSWER: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

47. Taylor 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. at ¶ 10 (Ex. C) and ¶ 11 (Ex. 

D).

ANSWER: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

48. As consideration for the Employee Agreements Taylor executed, Fidelity hired her, 

promoted her, provided her with ongoing access to continually updated confidential business 

information, compensated her throughout her employment, and provided her with introductory and 

continuing on-the-job training, and promotions. Fidelity assigned Taylor customers with higher 

assets to service on behalf of Fidelity and provided Taylor with leads to enable her to succeed at 

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Fidelity. Fidelity further provided Taylor with support services; paid for facilities, computer 

equipment, market reporting services, and all other business expenses; and registered Taylor with 

the Financial Industry Regulatory Authority and the New York Stock Exchange. Fidelity provided 

Taylor with sales assistance, research, the benefit of Fidelity advertising, goodwill and name 

recognition, access and use of experts in asset management, tax, estate planning and insurance, 

and with promotional marketing and sales support.

ANSWER: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

49. Despite her contractual obligations and her obligations under Illinois law, Taylor 

misappropriated Fidelity’s trade secret customer information and has used and continues to use 

Fidelity’s trade secret customer information to solicit Fidelity customers.

ANSWER: Denied.

50. Since Taylor resigned from Fidelity, Fidelity has been receiving reports that sheand personnel of her new firm, Fairhaven, acting on her behalf—have been soliciting Fidelity 

customers to transfer their business to Fairhaven.

ANSWER: Denied.

51. 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 

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would be able to add her name to their account and provide financial advice. See Marshall 

Declaration at ¶ 16.

ANSWER: Denied.

52. 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 to the Marshall Declaration as Exhibit G.

ANSWER: Denied.

53. Taylor never responded to the letter and never returned the signed affidavit. See

Marshall Declaration at ¶ 18.

ANSWER: Denied.

54. Fidelity has since learned that Taylor has continued to use Fidelity’s trade secret 

customer information to aggressively solicit customers to transfer their accounts to her new firm. 

Id. at ¶ 19

ANSWER: Denied.

55. Since Fidelity’s March 20, 2020 letter to Taylor, 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. Id. at ¶ 20.

ANSWER: Denied.

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56. Other clients have also reported to Fidelity that Taylor was contacting them about 

doing business with her at her new firm. Id. at ¶ 21.

ANSWER: Denied.

57. 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.

58. After resigning, Taylor provided a list of Fidelity customers that she serviced on 

behalf of Fidelity to Fairhaven. Fairhaven then shared that information with its personnel. 

Fairhaven personnel then began initiating contact with the customers on that list and soliciting 

them to meet with Taylor and move their business to Fairhaven.

ANSWER: Denied.

59. Fairhaven records show that Fairhaven personnel systematically contacted 

customers previously serviced by Taylor through customer information provided by Taylor.

ANSWER: Denied.

60. Fairhaven personnel invited Fidelity customers to meet with Taylor at Fairhaven.

ANSWER: Fairhaven admits that its personnel informed certain Fidelity customers that 

they could meet with Ms. Taylor at Fairhaven after they unilaterally expressed an interest in doing 

so. Fairhaven denies that it solicited any of Ms. Taylor’s former Fidelity clients, and denies the 

remainder of the allegations in this paragraph.

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61. A Fairhaven employee called Fidelity customers and told them that Taylor would 

be able to provide service to them now that she was at Fairhaven.

ANSWER: Fairhaven admits that its employee told Fidelity customers that Ms. Taylor 

is now employed at Fairhaven. Fairhaven admits that its employee told certain Fidelity customers, 

after the customers unilaterally expressed their interest in Ms. Taylor continuing to service them, 

that Ms. Taylor could potentially provide service to them at Fairhaven. Fairhaven denies that it 

solicited any of Ms. Taylor’s former Fidelity clients, and denies the remainder of the allegations 

in this paragraph. 

62. A Fairhaven employee called Fidelity customers and told them that Taylor had a 

whole team behind her now that she was at Fairhaven and that Fairhaven was “known for [its] 

customer service!

ANSWER: Fairhaven admits that it informed certain Fidelity customers about 

Fairhaven after those individuals unilaterally expressed interest in learning more about Fairhaven. 

Fairhaven denies the remainder of the allegations in this paragraph. 

63. The report from Fidelity customers and the evidence obtained in this case to date 

confirm that both Taylor and Fairhaven have misappropriated and misused Fidelity’s trade secret 

information to solicit and divert Fidelity customers to Taylor at Fairhaven.

ANSWER: Denied.

64. The theft and misuse of Fidelity’s trade secret customer information to solicit and 

unfairly compete with Fidelity causes Fidelity both monetary and irreparable harm. Defendants’ 

conduct has and will continue to irreparably harm Fidelity’s relationships with its customers, such 

as by losing goodwill, losing future business or referrals, as well as losing trust and confidence in 

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securing inherently-private information, which cannot be calculated with precision and cannot be 

adequately compensated.

ANSWER: Denied.

65. Fidelity’s customer information, including the identity of Fidelity customers, is also 

required to be kept confidential under the Gramm-Leach-Bliley Act and its implementing 

regulations. The statute declares, “[i]t is the policy of the Congress that each financial institution 

has an affirmative and continuing obligation to respect the privacy of its customers and to protect 

the security and confidentiality of those customers’ nonpublic personal information.” 15 U.S.C. § 

6801(a) (2012). The implementing regulation, known as Regulation S-P, prohibits the disclosure 

of so-called “nonpublic personal information” to third parties without consent. 17 C.F.R. § 248.10 

(2017). Nonpublic personal information is defined to include customer lists from financial 

institutions, even if those lists contain only names of Fidelity customers because the identity of an 

individual as being a customer of a particular financial institution is specifically protected by the 

federal regulations. 17 C.F.R. § 248.3(t)(1) (2017); 17 C.F.R. § 248.3(u)(2)(i)(D) (2017). Indeed, 

these regulations also protect a customer’s account information. 17 C.F.R. § 248.3(t)(1); 17 C.F.R.

§ 248.3(u)(1).

ANSWER: Denied.

66. Fidelity customers rightfully have an expectation that their confidential contact and 

financial information, such as their identities, contact information, net worth, risk tolerances, 

investment goals, and preferences, will be protected and not misused by departing employees. 

Thus, customers understandably are concerned when former Fidelity employees, such as Taylor, 

have access to their information and are using it to solicit their business to a new and different 

securities firm.

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ANSWER: Denied.

67. In other words, the damage to Fidelity’s customer relationships has already 

occurred, is ongoing and is incalculable, as Fidelity cannot put a price on the value of its customer 

relationships or the damage caused when Defendants took and improperly misused confidential 

and trade secret customer information on behalf of a competing business.

ANSWER: Denied.

68. Based on all the foregoing facts and conduct, Fidelity believes and thereon alleges 

that Defendants prepared to engage in, is engaging in, and plans to continue to engage in the 

following wrongful acts:

• use and/or disclosure of Fidelity’s trade secret customer information and 

misappropriation of the trade secret information contained in confidential Fidelity 

business records, including specifically the names, addresses, phone numbers, 

and/or other confidential financial information of Fidelity customers;

• transmission verbally, in writing or in another manner for the use of a Fidelity 

competitor, customers’ contact and financial information contained in Fidelity’s 

records; and

• solicitation of Fidelity customers on behalf of Taylor and Fairhaven.

ANSWER: Denied.

69. Fidelity has been and continues to be damaged, both monetarily and irreparably, by 

the actual and threatened loss of customers and customer goodwill caused by Defendants’ 

misappropriation and misuse of Fidelity’s trade secret customer information and solicitation of 

Fidelity’s customers in violation of Taylor’s Employee Agreement and in violation of Illinois law.

ANSWER: Denied.

70. Denial of injunctive relief would also leave Fidelity vulnerable to the same conduct 

from other employees.

ANSWER: Denied.

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71. Fidelity asks for the Court’s assistance in protecting that information and requiring 

it to be returned to Fidelity. 

ANSWER: Fairhaven admits only that Fidelity seeks assistance, but denies that Fidelity 

is entitled to any such assistance, or any other relief or protection.

FIRST CAUSE OF ACTION

(Injunctive Relief – Against All Defendants)

72. Fidelity hereby realleges and incorporates by reference the allegations of the 

Amended Complaint above, inclusive, as though set forth in full.

ANSWER: Fairhaven adopts and incorporates by reference its answers to the 

allegations listed above. 

73. In doing the acts described herein, Defendants have harmed Fidelity by, among 

other things, improperly garnering, retaining, disclosing and utilizing Fidelity’s confidential and 

proprietary information and trade secrets, in violation of federal and Illinois law, to give Taylor a

competitive edge over Fidelity, attempting to poach Fidelity’s customer accounts, and diminishing 

Fidelity’s reputation and goodwill.

ANSWER: Denied.

74. Unless the Defendants are enjoined from the foregoing conduct, Fidelity will be 

irreparably harmed by:

(a) Disclosure of trade secrets, customer lists, and other confidential

information that is solely the property of Fidelity and its clients;

(b) Loss of confidentiality of clients’ records and financial dealings, loss of 

confidence and trust of clients, loss of goodwill, and loss of business 

reputation; and

(c) Potential future economic loss, which is presently incalculable.

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ANSWER: Denied.

75. Thus, Fidelity is entitled to preliminary injunctive relief.

ANSWER: Denied.

SECOND CAUSE OF ACTION

(Breach of Contract – Against Taylor)

76. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below. 

ANSWER: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven adopts 

and incorporates by reference its answers to the allegations above as though fully set forth herein. 

77. Taylor’s Employee Agreements are valid contracts supported by adequate 

consideration.

ANSWER: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven, on 

information and belief, denies the allegations in this paragraph.

78. In the Employee Agreements, Taylor acknowledged that as a consequence of her 

employment with Fidelity, and in order to assist her in performing the duties of a Financial 

Consultant, Taylor would be given access to Confidential Information about Fidelity’s clients. See 

Exhibits D and E to the Marshall Declaration at ¶ 1.

ANSWER: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven, on 

information and belief, denies the allegations in this paragraph.

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79. 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 D and E to the Marshall Declaration at ¶ 1.

ANSWER: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven, on 

information and belief, denies the allegations in this paragraph.

80. 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 such as her new firm. Exhibits D and E to the Marshall Declaration at ¶ 1.

ANSWER: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven, on 

information and belief, denies the allegations in this paragraph.

81. Taylor violated the confidentiality and non-disclosure provisions of her Employee 

Agreements by using Fidelity’s confidential customer information on behalf of herself and 

Fairhaven, including by using that information to solicit Fidelity clients to transfer their business.

ANSWER: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven, on 

information and belief, denies the allegations in this paragraph.

82. Taylor also promised to return any of Fidelity’s customer information in her 

possession to Fidelity upon termination of her employment. Exhibits D and E to the Marshall 

Declaration at ¶ 3. She instead used that information and provided it to Fairhaven. 

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ANSWER: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven, on 

information and belief, denies the allegations in this paragraph.

83. 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: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven, on 

information and belief, denies the allegations in this paragraph.

84. Taylor also promised that she would not solicit Fidelity customers for a period of 

one year after her termination. Exhibits D and E to the Marshall Declaration at ¶ 6.

ANSWER: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven, on 

information and belief, denies the allegations in this paragraph.

85. 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 Taylor at Fairhaven.

ANSWER: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven denies 

the allegations in this paragraph.

86. Taylor is violating her contractual obligations and will continue to violate these 

obligations in the future.

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ANSWER: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven denies 

the allegations in this paragraph.

87. 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.

ANSWER: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven denies 

the allegations in this paragraph.

88. In her Employee Agreement, Taylor expressly agreed that “violation of this 

Agreement will cause irreparable damage” to Fidelity. Exhibits D and E to the Marshall 

Declaration at ¶ 10.

ANSWER: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven, on 

information and belief, denies the allegations in this paragraph.

89. 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

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(d) Potential future economic loss, which is presently incalculable.

ANSWER: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven denies 

the allegations in this paragraph.

THIRD CAUSE OF ACTION

(Misappropriation of Trade Secrets in Violation of the Defend Trade Secrets Act

– 18 U.S.C. § 1831 et seq. – Against All Defendants)

90. The allegations above are incorporated hereby by reference with the same force and 

effect as if set forth in full below. 

ANSWER: Fairhaven adopts and incorporates by reference its answers to the allegation 

above as though fully set forth herein. 

91. The above-alleged facts constitute actual and threatened misappropriation of trade 

secrets by Defendants 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.

92. Fidelity’s above-described trade secrets, including the contact and confidential 

financial and account information of Fidelity customers, are the subject of reasonable efforts by 

Fidelity to maintain their secrecy and/or confidentiality. Fidelity’s customer information is not

generally known to the public or to competitors who could profit from its use or disclosure. 

ANSWER: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

93. Defendants have used Fidelity’s customer information without Fidelity’s consent.

Defendants engaged in this conduct despite the fact that Taylor acquired this information under 

circumstances giving rise to a duty to maintain the information’s secrecy and limit its use, which 

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duty Taylor owed and continues to owe Fidelity as a former agent, employee and representative of 

Fidelity. Fairhaven for its part acquired its access to Fidelity’s trade secrets from Taylor, who 

Fairhaven knew had acquired it under circumstances given rise to a duty to maintain the 

information’ secrecy, and to limit its use and disclosure to any third party, including especially a 

competitor. 

ANSWER: Denied.

94. Such information is also protected as “non-public” information under federal 

securities Regulation S-P. 17 C.F.R. § 248.3(t)(1); 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 Defendants is not disclosed to third parties without 

consent. 17 C.F.R. § 248.10.

ANSWER: Denied.

95. Fidelity derives a significant economic benefit from the above-described trade 

secrets, including a benefit from the fact that its competitors do not have access to this information 

through any proper means. 

ANSWER: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

96. Fidelity faces an immediate threat of continuing irreparable harm, for which 

Fidelity lacks an adequate remedy at law, from Defendant’s ongoing misappropriation and misuse 

of Fidelity’s trade secret customer information.

ANSWER: Denied.

97. Unless Defendants are preliminarily, and thereafter permanently, enjoined from the 

foregoing conduct, Fidelity will be irreparably harmed by:

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(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.

98. Defendants’ conduct constitutes a willful and malicious misappropriation of 

Fidelity’s trade secrets.

ANSWER: Denied.

FOURTH CAUSE OF ACTION

(Misappropriation of Trade Secrets and Misuse of Confidential Information in Violation of 

the Illinois Trade Secret Act, 765 Ill. Comp. Stat. 1065 – Against All Defendants)

99. The allegations above are incorporated hereby by reference with the same force and 

effect as if set forth in full below. 

ANSWER: Fairhaven adopts and incorporates by reference its answers to the 

allegations above as though fully set forth herein. 

100. As described above, Fidelity possessed trade secrets, including the contact and 

confidential financial and account information of Fidelity customers, which are subject to 

reasonable efforts by Fidelity to maintain its secrecy and/or confidentiality.

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ANSWER: Fairhaven, on information and belief, denies the allegations in this 

paragraph.

101. Defendants have used Fidelity’s trade secret customer information without 

Fidelity’s consent. Defendants engaged in this conduct despite a duty to maintain the information’s 

secrecy and limit its use, or receiving it from a person who had that duty.

ANSWER: Denied.

102. Plaintiff derives economic value from this confidential information, due to it not 

being generally known to other persons who could obtain economic value from its disclosure or 

use.

ANSWER: Denied.

103. Plaintiff has made efforts that are reasonable under the circumstances to maintain 

the secrecy of such information.

ANSWER: Denied.

104. Defendants are misusing this information to unfairly compete with Plaintiff and to 

injury Plaintiff’s relationships with its client and/or divert the investment advisory business of such 

clients to Fairhaven. 

ANSWER: Denied.

105. The disclosure and use of such information constitutes a misappropriation of trade 

secrets in violation of applicable law, including the Illinois Trade Secrets Act, 765 Ill. Comp. Stat. 

1065.

ANSWER: Denied.

106. Defendants’ conduct constitutes a willful and malicious misappropriation of 

Fidelity’s trade secrets and has caused Plaintiff irreparable harm and loss.

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ANSWER: Denied.

FIFTH CAUSE OF ACTION

(Unfair Competition – Against All Defendants)

107. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

ANSWER: Fairhaven adopts and incorporates by reference its answers to the foregoing 

allegations as though fully set forth herein. 

108. Defendants’ conduct as described above constitutes an unfair method of 

competition.

ANSWER: Denied.

109. As a direct and proximate result of Defendants’ 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.

SIXTH CAUSE OF ACTION

(Breach of Duty of Loyalty – Against Taylor)

110. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

ANSWER: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven adopts 

and incorporates by reference its answers to the allegations above as though fully set forth herein. 

111. Taylor 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.

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ANSWER: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven denies 

the allegations in this paragraph.

112. Taylor had a confidential relationship with Fidelity.

ANSWER: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven denies 

the allegations in this paragraph.

113. Taylor 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 improper purpose of commercially 

exploiting that information to enable herself and other Fairhaven personnel to solicit Fidelity 

clients to transfer their investment advisory business to Fairhaven..

ANSWER: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven denies 

the allegations in this paragraph.

114. As a consequence of the foregoing, Fidelity has suffered and will continue to suffer 

irreparable harm and loss.

ANSWER: Because these allegations are directed only at Ms. Taylor, no response is 

required from Fairhaven. To the extent a response is required from Fairhaven, Fairhaven denies 

the allegations in this paragraph.

SEVENTH CAUSE OF ACTION

(Tortious Interference with Existing Business Relations – Against Fairhaven)

115. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

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ANSWER: Fairhaven adopts and incorporates by reference its answers to the foregoing 

allegations as though fully set forth herein. 

116. Defendant Fairhaven either knew or reasonably should have known that Taylor had 

an employment agreement with Fidelity.

ANSWER: This paragraph states a legal conclusion to which no response is required. 

117. Fairhaven tortiously interfered with Fidelity’s employment agreements and 

relationship with Taylor by encouraging, assisting and inducing her to breach her agreements by 

taking customer information, disclosing it to Fairhaven, and using it to solicit Fidelity’s customers 

to transfer their accounts to Fairhaven. Fairhaven further instructed and/or permitted its employee 

to misuse that misappropriated information to solicit Fidelity client on behalf of and in concert and 

participation with Taylor, aiding and abetting Taylor’s breach of her obligations to Fidelity. 

ANSWER: Denied. 

118. As a direct and proximate result of Fairhaven’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. 

EIGHTH CAUSE OF ACTION

(Tortious Interference with Existing Business Relations – Tortious Interference)

119. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

ANSWER: Fairhaven adopts and incorporates by reference its answers to the 

allegations above as though fully set forth herein 

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120. Defendants tortiously interfered with Fidelity’s client relationships by planning to 

and in fact soliciting clients to move their accounts to Taylor at Fairhaven, including through the 

wrongful use of Fidelity’s confidential information and trade secrets.

ANSWER: Denied.

121. As a direct and proximate result of Defendants’ 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.

122. Fidelity is entitled to preliminary injunctive relief, and thereafter permanent 

injunctive relief, enjoining Defendants from further acts of tortious interference.

ANSWER: Denied.

NINTH CAUSE OF ACTION

(Unjust Enrichment – Against All Defendants)

123. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

ANSWER: Fairhaven adopts and incorporates by reference its answers to the 

allegations above as though fully set forth herein.

124. Defendants misappropriated Fidelity’s trade secrets and confidential information, 

Taylor violated her Employee Agreements, and both Defendants unfairly competed with Fidelity 

thereby wrongfully benefitting from her actions.

ANSWER: Denied.

125. As a result of Defendants’ wrongful and illegal conduct, she has benefitted in the 

form of the diversion of the investment management business of numerous Fidelity customers to 

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Taylor at Fairhaven. Also as a result of the Defendant’s wrongful and illegal conduct, Fidelity has 

suffered harm.

ANSWER: Denied.

126. Allowing Defendants or to benefit from such conduct would be unfair and should 

be prohibited.

ANSWER: Denied.

TENTH CAUSE OF ACTION

(Civil Conspiracy – Against All Defendants)

127. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

ANSWER: Fairhaven adopts and incorporates by reference its answers to the 

allegations above as though fully set forth herein.

128. Defendants formed and operated a malicious combination with a common purpose 

to injury Fidelity by performing unlawful acts by violating Fidelity’s statutory and common law 

rights as described above.

ANSWER: Denied.

129. The foregoing conduct was malicious and willful; it was performed with the 

specific intent to injury Fidelity.

ANSWER: Denied.

130. One or both of the Defendants in fact engaged in several overt unlawful acts, set 

forth above, and conduct violative of Fidelity’s statutory and common law rights described above, 

causing actual harm to Fidelity.

ANSWER: Denied.

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131. As a consequence of the foregoing, 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.

GENERAL DENIAL

Fairhaven has endeavored to address all of the allegations directed at it in the Amended 

Complaint. To the extent Fairhaven has not specifically mentioned or directly responded to any 

of Fidelity’s allegations, Fairhaven respectfully denies those allegations.

WHEREFORE, for all of the reasons set forth above, Fairhaven respectfully requests that 

this Court enter judgment in its favor and against Fidelity and enter an Order:

A. Dismissing Fidelity’s Amended Complaint in its entirety, with prejudice;

B. Denying all relief sought by Fidelity in its Amended Complaint;

C. Awarding to Fairhaven its actual costs and attorneys’ fees incurred in connection 

with this action; and

D. Awarding to Fairhaven any such other and further relief as the Court deems just.

AFFIRMATIVE DEFENSES

Fairhaven, in addition to the affirmative matters set forth in its Answer (supra), and 

incorporating by reference the allegations of fact set forth in Paragraphs 1 through 144 of 

Fairhaven’s Counterclaim (supra), respectfully asserts the following affirmative defenses to 

Fidelity’s Amended Complaint:

AFFIRMATIVE DEFENSE NO. 1

FAILURE TO STATE A CLAIM

Fidelity’s Amended Complaint should be dismissed, in whole or in part, because it has 

failed to state a claim upon which relief may be granted.

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AFFIRMATIVE DEFENSE NO. 2

NO DUTY

Fidelity’s claims against Fairhaven are barred in whole or in part because Fairhaven owes 

Fidelity no duties.

AFFIRMATIVE DEFENSE NO. 3

OUTSIDE OF SCOPE OF EMPLOYMENT

To the extent that Fidelity’s claims against Fairhaven are based on respondeat superior, 

Fidelity’s claims against Fairhaven are barred in whole or in part because if Ms. Taylor had 

performed the improper acts alleged in the Amended Complaint (and she did not), those acts would 

have been outside of Ms. Taylor’s scope of employment at Fairhaven. 

AFFIRMATIVE DEFENSE NO. 4

FULL PERFORMANCE / NO BREACH

Fidelity is barred from recovering any damages because Ms. Taylor fully performed and 

discharged all duties under her contract with Fidelity, and Ms. Taylor did not breach any contracts 

with Fidelity. 

AFFIRMATIVE DEFENSE NO. 5

FIRST BREACH

Fidelity is barred from recovering any damages, and any failure of performance is excused, 

pursuant to the doctrine of first breach.

AFFIRMATIVE DEFENSE NO. 6

ADEQUATE REMEDY AT LAW

Fidelity’s equitable claims are barred to the extent it has an adequate remedy at law. 

AFFIRMATIVE DEFENSE NO. 7

EXISTENCE OF EXPRESS CONTRACT

Fidelity’s equitable claims are barred to the extent an express contract governed the acts at 

issue.

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AFFIRMATIVE DEFENSE NO. 8

LACK OF INEQUITABLE CONDUCT 

Fidelity’s equitable claims are barred because Fairhaven did not act inequitably towards 

Fidelity. 

AFFIRMATIVE DEFENSE NO. 9

UNCLEAN HANDS

Fidelity, pursuant to the doctrine of unclean hands, is barred from recovering any damages.

AFFIRMATIVE DEFENSE NO. 10

SET OFF

To the extent Fidelity suffered any damages proximately caused by Fairhaven (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 Fidelity owes to Fairhaven because of the conduct set forth in Fairhaven’s

Counterclaim, supra. 

AFFIRMATIVE DEFENSE NO. 11

PROMISSORY ESTOPPEL

Fidelity provided Ms. Taylor with assurances that upon her departure, it would advise her 

clients of her updated contact information. Ms. Taylor relied on Fidelity’s assurances in this 

regard, but Fidelity has failed to provide that information to Ms. Taylor’s former clients. 

Accordingly, Fidelity is precluded, under the doctrine of promissory estoppel, from pursuing 

claims based upon Ms. Taylor’s outreach to her former clients. 

AFFIRMATIVE DEFENSE NO. 12

FAILURE TO MITIGATE

Fidelity has failed to mitigate any damages it purportedly sustained as a result of the 

conduct alleged in the Amended Complaint. Indeed, by terminating its business relationship with 

Fairhaven, Fidelity has greatly exacerbated any damages it purportedly sustained. 

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AFFIRMATIVE DEFENSE NO. 13

NO DAMAGES

Fidelity has suffered no damages or injury whatsoever as a result of the conduct alleged in 

the Amended Complaint. 

AFFIRMATIVE DEFENSE NO. 14

WAIVER AND ESTOPPEL

Fidelity is barred by the doctrines of waiver and estoppel from pursuing claims based on 

Ms. Taylor’s conduct. Fidelity’s former employees (each of whom signed the same postemployment restrictive covenants that Fidelity seeks to enforce against Ms. Taylor) have 

habitually and openly engaged in the same conduct allegedly engaged in by Ms. Taylor – with 

Fidelity’s full knowledge and consent – yet Fidelity has never sought to enforce its restrictive 

covenants, and has never otherwise pursued legal action, against those employees.

AFFIRMATIVE DEFENSE NO. 15

NO PROXIMATE CAUSE

Fidelity’s claims against Fairhaven are barred in whole or in part because Fairhaven did 

not proximately cause any of the harm that Fidelity alleges. On the contrary, other intervening 

factors – including Fidelity’s own conduct – are the cause of any alleged harm to Fidelity.

AFFIRMATIVE DEFENSE NO. 16

RESTRAINT OF TRADE

Fidelity’s claims against Fairhaven are barred in whole or in part 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.

AFFIRMATIVE DEFENSE NO. 17

PREEMPTION 

Fidelity’s common law claims against Fairhaven are barred under the doctrine of 

preemption to the extent they are based on the same facts as Fidelity’s statutory trade secret claims. 

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AFFIRMATIVE DEFENSE NO. 18

NO TRADE SECRETS

Fidelity’s claims against Fairhaven for trade secret misappropriation are barred because the 

documents, information, data, and materials allegedly at issue do not constitute a protectable “trade 

secret.”

AFFIRMATIVE DEFENSE NO. 19

NO INTRA-COMPANY CONSPIRACY

Fidelity’s conspiracy claim is barred by the intra-company conspiracy doctrine – i.e., an 

employer cannot, as a matter of law, conspire with an employee. 

AFFIRMATIVE DEFENSE NO. 20

PRIVILEGE OF COMPETITION

Fidelity’s claims against Fairhaven are barred, in whole or in part, by the privilege of 

competition. 

INCORPORATION OF MS. TAYLOR’S AFFIRMATIVE DEFENSES

To the extent that Fidelity’s claims against Fairhaven are based on Ms. Taylor’s actions 

and her duties to Fidelity (if any), Fairhaven incorporates by reference Ms. Taylor’s Affirmative 

Defenses to the Amended Complaint. 

RESERVATION OF AFFIRMATIVE DEFENSES

Fairhaven expressly reserves its rights to assert any additional defenses as they become

known or available during the pendency of this matter.

JURY DEMAND

Fairhaven hereby demands a jury trial on all matters alleged in the Amended Complaint.

WHEREFORE, for all of the reasons set forth above Fairhaven respectfully requests that 

this Court enter judgment in its favor and against Fidelity, and enter an Order:

A. Dismissing Fidelity’s Amended Complaint in its entirety, with prejudice;

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B. Denying all relief sought by Fidelity in its Amended Complaint;

C. Awarding to Fairhaven its actual costs and attorneys’ fees incurred in connection 

with this action; and

D. Awarding to Fairhaven any such other and further relief as the Court deems just.

Dated: November 18, 2020 Respectfully submitted, 

FAIRHAVEN WEALTH 

MANAGEMENT, LLC, 

Defendant/Counter-Plaintiff

By: /s/ Christopher S. Griesmeyer 

One of Its Attorneys

Christopher S. Griesmeyer (# 6269851)

Zachary Mulcrone (# 6300387)

GREIMAN, ROME & GRIESMEYER, LLC

205 W. Randolph Street, Suite 2300

Chicago, Illinois 60606 

(312) 428-2750

cgriesmeyer@grglegal.com

zmulcrone@grglegal.com

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CERTIFICATE OF SERVICE

I hereby certify that on November 18, 2020, I electronically filed the foregoing Fairhaven Wealth 

Management, LLC’s Counterclaim, Answer and Affirmative Defenses to Amended Complaint, with the 

Clerk of the Court via the CM/ECF System, which will send notification of such filing to those registered 

to receive electronic notices via email transmission at the email addresses provided by them including 

Plaintiff’s counsel listed below:

Joel W. Rice

Franklin Z. Wolf

FISHER & PHILLIPS, LLC

10 South Wacker Drive, Suite 3450

Chicago, Illinois 60606

jrice@fisherphillips.com

fwolf@fisherphillips.com

Susan M. Guerette

FISHER & PHILLIPS, LLC

Two Logan Square, 12th Floor

100 N. 18th Street

Philadelphia, PA 19103

sguerette@fisherphillips.com

/s/ Christopher S. Griesmeyer 

Christopher S. Griesmeyer (# 6269851)

GREIMAN, ROME & GRIESMEYER, LLC

205 West Randolph Street, Suite 2300 

Chicago, Illinois 60606

Bus: (312) 428-2750

Fax: (312) 332-2781

cgriesmeyer@grglegal.com 

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EXHIBIT 1

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EXHIBIT 2

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EXHIBIT 3

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November 4, 2020

Marc Horner

Fairhaven Wealth Management

104 E. Roosevelt Rd.

Suite 100

Wheaton, IL 60187

Dear Mr. Horner,

Your letter dated October 23, 2020 to our Chairman and CEO, Abigail Johnson regarding Fairhaven Wealth 

Management and Jennifer Taylor was forwarded to me for review and response. I appreciate the opportunity to 

respond. As you are aware, Fidelity has engaged with Fairhaven and your counsel numerous times over the last 

several months in effort to resolve concerns regarding solicitation of Fidelity customers and the activities of 

Ms. Taylor and Fairhaven. Despite those efforts, it is clear that we disagree as to the nature of the issues and 

that we are unable to come to an amicable resolution of the matter. 

As a result, and given the adversarial nature of recent events, Fidelity has made a business decision to 

discontinue its relationship with Fairhaven pursuant to the terms of the Investment Advisory and 

Indemnification Letter between Fidelity and Fairhaven. This business decision will be communicated to 

Fidelity affiliates with which you may do business. 

Fidelity will work with you to ensure a transfer to a new custodian within the next sixty (60) days. The 

following schedule has been established to facilitate an orderly transition:

Effective

immediately:

• Fidelity will no longer accept applications for new accounts.

• Fidelity will process transfer requests in accordance with customer instruction.

• Fidelity will continue to accept trading and other instructions from you on behalf

of your customers pursuant to customer authorization until January 4, 2021.

After January 4, 

2021:

• Your access to accounts will be removed and trading instructions will no longer be

accepted from you.

• The designation of trading or power of attorney authorization to you by a customer

will no longer be accepted by Fidelity including by Fidelity’s retail organization.

• Fidelity will notify all of your clients that your relationship with Fidelity has been

discontinued and may refer them to another advisor on the Fidelity platform.

• If you have authorized third party advisors to provide services to your customers’

Fidelity accounts, they also will be removed from customer accounts on this date.

You are responsible for notifying these advisors that they will be removed from

these accounts and that they should discontinue all trading/activity in the accounts

on or before this date.

Thank you for your attention to this matter. Please contact your Relationship Manager with any questions. 

Sincerely, 

Dennis Hawley

Director, Fidelity Clearing & Custody Solutions

Fidelity Clearing & Custody Solutions provides clearing, custody or other brokerage services through

National Financial Services LLC or Fidelity Brokerage Services LLC, Members NYSE, SIPC.

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EXHIBIT 4

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Meredith A. Faro FMR LLC Legal Department

Attorney 

 155 Seaport Blvd, ZW9A, Boston, MA 02110 

Phone: (617) 392-8136 Fax: (617) 850-8335 

 meredith.faro@fmr.com

March 20, 2020 

Via Overnight Delivery 

Jennifer Taylor 

606 Prairie Ave. 

Glen Ellyn, IL 60137 

Dear Ms. Taylor: 

It has come to our attention that after you left your position as Financial Consultant in Fidelity 

Brokerage Services LLC’s Oak Brook, IL Branch, you accepted a position with Fairhaven 

Wealth Management, LLC. 

Fidelity has reason to believe that you may be contacting Fidelity customers for the purpose of 

soliciting their business. The Employee Agreement (“the Agreement”) you signed while in 

Fidelity’s employ (copy attached) prohibits such solicitation of Fidelity’s customers. This letter 

constitutes a formal demand that any such activity cease immediately. Furthermore, all of 

Fidelity’s customer and prospect lists and all information concerning Fidelity’s customers, 

including names, addresses, telephone numbers, email addresses and account information, are 

confidential and proprietary. Pursuant to the Agreement and general principles of law, you are 

obligated to maintain all of Fidelity’s confidential and proprietary information in strictest 

confidence. This includes information that you have in your memory. You may not disclose this 

information or make any use of it for yourself or for others, including your present or future 

employers. 

Please return to Fidelity any confidential or proprietary information belonging to Fidelity in your 

possession, such as records, electronic data, computer files, lists, screen prints, or computer discs 

pertaining to Fidelity clients or individuals or entities you became aware of through your 

employment at Fidelity, including but not limited to names, phone numbers, addresses and/or 

email addresses, whether in original, copied, computerized, handwritten or any other form. To 

the extent these exist in electronic form, you must not delete it or alter it in any way, but instead 

must refrain from using it, accessing it or transferring it to anyone, and you must contact us or 

have your counsel contact us to coordinate its preservation as evidence, and its return to us, in a 

forensically sound manner. It is important to understand that deleting or altering such

electronically stored information without taking forensically sound steps to preserve it will be 

viewed as intentional destruction of evidence, and there can be serious sanctions that result from 

such destruction. Please verify that you have complied in full as set forth above by signing the 

enclosed affidavit and returning it to me by Monday, March 30, 2020. 

Also, as a condition of your employment with Fidelity, you were obligated to comply with 

Fidelity’s Compliance Policy for Electronic Communications, Social Media and Systems Usage 

(the “Social Media Policy”). Pursuant to the Social Media Policy, you were strictly prohibited 

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AFFIDAVIT OF JENNIFER TAYLOR 

JENNIFER TAYLOR, being first duly sworn, states as follows: 

1. My name is Jennifer Taylor and I am over the age of 18. Except where otherwise indicated, 

the statements contained herein are based on my personal knowledge. I was employed by Fidelity 

Brokerage Services LLC (“Fidelity”) until my employment ended effective March 6, 2020. 

2. I hereby state that I do not have in my possession, custody or control customer lists 

(including any Christmas or holiday card or gift mailing lists), records, electronic data, computer 

files, or documents pertaining to Fidelity clients or prospective clients I worked with or became 

aware of through my employment at Fidelity, including but not limited to names, phone numbers, 

addresses and/or e-mail addresses, whether in original, copied, computerized, handwritten, 

photographed, maintained on an iPhone or iPad or other personal device, or any other form. This 

includes any documents created either during or after I left my employment with Fidelity that 

contain information pertaining to Fidelity clients or prospective clients that I worked with or 

became aware of through my employment at Fidelity, including information recreated through the 

use of memory, or by using information in memory to recreate information from public sources. To 

the extent I had any such information in hard copy, I have returned the hard copy documents to 

Meredith Faro, along with this affidavit. To the extent I had any such information in an 

electronically stored format, I or my counsel has engaged with Fidelity’s counsel to arrange for 

forensically sound preservation, prior to removal, return to Fidelity and deletion from my 

possession, of any such electronically stored information. 

3. I have not given any of the above documents or information or copies thereof to any other 

person or entity. 

Pursuant to 28 USC §1746, I declare under penalty of perjury under the laws of the United States of 

America that the foregoing is true and correct. 

Executed on , 2020 

 Jennifer Taylor 

Sworn to and subscribed before me 

this ____ day of _____________, 2040 

_____________________________ 

Notary Public 

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