Judge Charles Siragusa
The asset purchase agreement (APA) by which TDG bought intellectual property having military and other applications from Vuzix held a broad arbitration clause, and incorporated a Shared Services Agreement (SSA) containing contradictory dispute resolution provisions. Its injunctive relief clause entitled each party to enforce the agreement’s confidentiality provision via litigation seeking injunctive relief. Its consent to jurisdiction clause contradicted the APA’s arbitration provision. Vuzix allegedly breached the APA by impersonating TDG’s vice president and using his email to present TDG in a false light to a prospective TDG customer. Also, Vuzix’s principal Travers allegedly made false statements to the U.S. Army Contracting Command that TDG would not be able to perform certain work, thus causing the Army not to award the contract to TDG. The court dismissed TDG’s complaint. Impersonating an employee of one party to communicate with a potential customer fit within the SSA’s definition of confidential information. Further, Travers was a party to the APA’s Restrictive Covenants Agreement giving TDG the "right" to seek injunctive relief consistent with the APA. Thus the dispute involving Travers was subject to arbitration.
