Helmerich & Payne International Drilling Co. v. Schlumberger Technology Corporation

          OPINION AND ORDER

          GREGORY K. FRIZZELL, CHIEF JUDGE UNITED STATES DISTRICT COURT.

         This matter comes before the court on the Motion of Defendant Schlumberger Technology Corporation to Dismiss Counts 3 and 4 of the First Amended Complaint [Doc. #66]. For the reasons discussed below, the motion is granted.

         I. Background

         This matter relates to a License Agreement between H&P and Omron Oilfield & Marine, Inc., concerning certain software developed for use in the oil industry. The License Agreement granted H&P a right to use and modify the software in the conduct of H&P's customary rig leasing service and business. See generally [Doc. #64-1]. Additionally, section 3 of the License Agreement included a non-solicitation provision, which stated:

[H&P] and its Affiliates will not actively solicit any former (i.e., within two (2) years of their departure from [Omron] or its Affiliates) or current employee or individual contractor of [Omron] or its Affiliates or their predecessors for purposes of assisting [H&P] or its Affiliates in any manner in connection with developing hardware or software that competes with the Software or Licensor Hardware. Notwithstanding the foregoing, [H&P] and its Affiliates shall not be precluded from (i) hiring an employee who independently approaches them, or (ii) conducting general recruiting activities, such as participation in job fairs or publishing advertisements in publications or on Web sites for general circulation.

[Doc. #64-1, p. 5] (“Non-Solicitation Provision”). Omron was acquired by Schlumberger in June 2016.

         H&P claims that, on June 16, 2017, Schlumberger wrongfully revoked the License Agreement based on H&P's alleged active solicitation of Schlumberger employees Fergus Hopwood and Philip Martin to develop competitive software. [Doc #64, ¶ 20]. As a result, on June 22, 2017, H&P initiated litigation in this court asserting four counts: (1) breach of contract; (2) declaratory judgment that the Non-Solicitation Provision, as interpreted by Schlumberger, violates Oklahoma's restraint of trade statute (15 O.S. § 217), the Sherman Act (specifically, 15 U.S.C. § 1), and the Oklahoma Antitrust Reform Act (specifically 79 O.S. § 203(A)); (3) violation of § 1 of the Sherman Act; and (4) violation of § 203(A) of the Oklahoma Antitrust Reform Act. Schlumberger moved to dismiss H&P's Complaint and, on September 8, 2017, this court granted Schlumberger's motion to dismiss in part, denied the motion in part, and granted H&P the opportunity to amend. [Doc. #60].

         On September 22, 2017, H&P filed the Amended Complaint, which asserts four counts: (1) breach of contract; (2) declaratory judgment that H&P has not violated the Non-Solicitation Provision, and that Schlumberger's attempted revocation of the License Agreement is invalid; (3) declaratory judgment that Schlumberger's interpretation of the Non-Solicitation Provision violates § 203(A) of the Oklahoma Antitrust Reform Act; and (4) declaratory judgment that the Non-Solicitation Provision violates Oklahoma's restraint of trade statute. [Doc. #64]. Schlumberger moves to dismiss count three and count four of the First Amended Complaint pursuant to Fed.R.Civ.P. 12(b)(6).

         II. Motion to Dismiss Standard

         Federal Rule of Civil Procedure 12(b)(6) permits a court to dismiss a claim that “fail[s] to state a claim upon which relief can be granted.” “To survive a motion to dismiss under Rule 12(b)(6), a plaintiff must plead sufficient factual allegations ‘to state a claim to relief that is plausible on its face.'” Brokers' Choice of Am., Inc. v. NBC Universal, Inc., 1 F.3d 1081');">861 F.3d 1081, 1104 (10th Cir. 2017) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). “A claim is facially plausible ‘when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.'” Id. (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). “Mere ‘labels and conclusions' and ‘a formulaic recitation of the elements of a cause of action' are insufficient.” Estate of Lockett ex rel. Lockett v. Fallin, 1 F.3d 1098');">841 F.3d 1098, 1107 (10th Cir. 2016) (quoting Twombly, 550 U.S. at 555). “Dismissal is appropriate if the law simply affords no relief.” Commonwealth Prop. Advocates, LLC v. Mortg. Elec. Registration Sys., Inc., 68');">68');">68');">680 F.3d 1194');">68');">68');">68');">680 F.3d 1194, 1202 (10th Cir. 2011).

         When considering a Rule 12(b)(6) motion to dismiss, the court may consider “not only the complaint, but also the attached exhibits and documents incorporated into the complaint by reference.” Id. at 1201.

         III. Analysis

         Schlumberger moves to dismiss count 3 and count 4 of the Amended Complaint. The court will separately consider each count.

         A. Count 3 - Declaratory Judgment that Schlumberger's Interpretation of the Non-Solicitation Provision of the License Agreement and Revocation Violates 79 O.S. § 203(A)

         Section 203(A), title 79 of the Oklahoma statutes, part of the Oklahoma Antitrust Reform Act, declares “[e]very act, agreement, contract, or combination in the form of a trust, or otherwise, or conspiracy in restraint of trade or commerce within [Oklahoma] . . . to be against public policy and illegal.” 79 O.S. § 203(A). The Oklahoma Supreme Court has interpreted section 203(A) to prohibit “only those acts that unreasonably restrain trade or ...