govinfo:USCOURTS-mdd-8_22-cv-01587-1

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IN THE UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF MARYLAND 
 
 * 
THINK TANK, INC., * 
 * 
Plaintiff, * 
 * Civ. No. MJM-22-1587 
v. * 
 * 
ITEGRITY, INC., et al., * 
 * 
Defendants. * 
 *     
*   *   *   *   *   *   *   *   *   * 
   
MEMORANDUM OPINION 
 
This case involves a litany of allegations brought by Think Tank, Inc. (“Think Tank” or 
“Plaintiff”) against its former President, Harinder Bawa; its former employee, Michelle Rossi; and 
ITegrity, Inc. (“ITegrity”) (collectively, “Defendants”), a company that now employs both Bawa 
and Rossi. The matter is before the Court on Defendants’ Motion for Summary Judgment on all 
counts See ECF 100. No hearing is necessary to resolve the pending motion. See Loc. R. 105.6 (D. 
Md. 2025). For the reasons stated herein, Defendants’ motion shall be granted in part and denied 
in part.  
I. PROCEDURAL HISTORY 
On April 12, 2022, Think Tank filed this civil action  against Harinder Bawa, Michelle 
Rossi, and ITegrity, Inc. (collectively, “Defendants”) in the Circuit Court of Maryland for 
Montgomery County, and it filed an Amended Complaint on May 10, 2022. ECF 5. Defendants 
removed the action to this Court on June 27, 2022. ECF 1.  Think Tank filed a Second Amended 
Complaint (“SAC”) on October 11, 2023, ECF 56 (SAC), to which Defendants filed an answer to 
on October 25, 2023, ECF 57 (Ans.). The SAC asserts the following claims against Defendants: 
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Count I: Breach of Fiduciary Duties (against Bawa) 
Count II : Misappropriation of Trade Secrets, Maryland Uniform 
Trade Secrets Act (against ITegrity, Bawa, and Rossi) 
Count III: Conversion (against Bawa and Rossi) 
Count IV: Aiding and Abetting Breach of Fiduciary Duty (against 
ITegrity) 
Count V: Breach of Contract (against Rossi) 
Count VI: Conspiracy (against ITegrity, Bawa, and Rossi) 
Count VII: Federal Wiretap Act (against Bawa and ITegrity) 
Count VIII: Maryland Wiretap Act (against Bawa and ITegrity) 
Count IX: Federal Stored Communications Act (against Bawa) 
Count X: Maryland Stored Communications Act (against Bawa) 
Count XI: Federal Computer Fraud and Abuse Act (against Bawa) 
Count XII: Federal Computer Fraud and Abuse Act (against Rossi) 
Count XIII : Misappropriation of Trade Secrets, Federal Defend 
Trade Secrets Act (against ITegrity, Bawa, and Rossi) 
See SAC ¶¶ 93–225; 
Following discovery, Defendants moved for summary judgment on all counts. ECF 100. 
Think Tank filed an opposition, and Defendants filed a reply.  ECF Nos. 116 & 118, respectively.  
II. FACTUAL BACKGROUND 
In March 1992, Anju Kaur and her then- husband, Harinder Bawa, formed Think Tank, 
Inc., a government contracting company specializing in information technology and scientific, 
technical, and professional services. SAC ¶¶ 8–10; Ans. ¶¶ 8–10. Since Think Tank’s inception, 
Kaur has been CEO, and she owns 51% of the company’s shares. SAC ¶¶ 13–14; Ans. ¶¶ 13–14. 
Bawa owns 49% of the shares and served as Think Tank’s President and Treasurer from Mar ch 
1992 until December 31, 2021. SAC ¶ 15; Ans. ¶ 15. 
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Think Tank was dormant for most of the 1990s, but that changed in 1998 when Bawa left 
his position at Oracle as a technical account manager and brought government contract work from 
the National Weather Service, a department within the National Atmospheric and Oceanic 
Administration (“NOAA”), with him to Think Tank. ECF 100-4 (Bawa Dep.) at 13:2-13, 20:9-19. 
Think Tank earned more work from the National Weather Service, which led to the company’s 
growth. Id. at 20:12-19. During this time , Kaur worked for a different company and dealt with 
bouts of illness. See ECF 100-3 (Kaur Dep.) at 66–67. 
In 2000, Think Tank hired more employees, including Bawa’s cousin, Tarandeep Bawa. 
ECF 100-5 (Tarandeep Dep.) at 11:13–19.  Tarandeep1 left Think Tank in 2009 and formed 
ITegrity, a government contracting company operating in the same field as Think Tank.  SAC ¶¶ 
24–25; Ans. ¶¶ 24–25. Tarandeep presently serves as ITegrity’s President and CEO. SAC  ¶ 25; 
Ans. ¶ 25. ITegrity has been a subcontractor to, or teamed with, Think Tank on certain projects in 
the past. SAC ¶ 24; Ans. ¶ 24. 
In 2003, Think Tank successfully applied to the U.S. Small Business Administration’s 8(a) 
Business Development Program, which is a nine-year government-sponsored initiative designed 
to “set-aside competition for minority owned businesses.” ECF 116-2 (Kaur Dep.) at 42–43. Once 
a business obtains 8(a) certification, the business has access to federal contracts, mentorship, and 
other resources. ECF 116 at 6.; ECF 100-1 at 8. In 2006, Think Tank hired Michelle Ross i. ECF 
100-7 (Rossi Dep.) at 15; ECF 116-5 (Rossi Dep.) at 22. Around this time, NOAA awarded Think 
Tank its “NOAALink” contract, which provided Think Tank with a steady and lucrative stream of 
work over the next ten years . Bawa  Dep. at 40:2 –6. NOAA awarded Think Tank several 
NOAALink related task orders such as task orders for NOAA’s Advanced Weather Interactive 
 
1 To distinguish Tarandeep Bawa from Harinder Bawa, the Court will refer to the former by his 
first name and the latter by his surname. The Court does not intend any disrespect. 
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Processing System (“AWIPS”), Radar Product Improvement (“RPI”), NFMS Fishery Research 
Analysis and Monitoring, and Management Analysis and Reporting System (“MARS”). ECF 116-
6 (Pl.’s Ans. to ITegrity’s First Set of Interrogss, Interrog. No. 7).  
In 2019, Kaur assumed a more active role in Think Tank. SAC  ¶ 29; Ans. ¶ 29. By then, 
her divorce proceedings with Bawa, which began in 2018, “had become somewhat contentious.” 
SAC ¶¶ 20, 30; Ans. ¶ ¶ 20, 30. Concerned about her financial stability during the divorce, 
including her ability to cover expenses and medical bills, Kaur exercised her authority as majority 
shareholder to remove the Board of Directors and add herself to the company’s bank accounts. See 
Kaur Dep. 85:10–86:14, 89:8–90:4. At the time, she believed the company was performing well. 
Id. at 102:13–103:2. 
On April 1 7, 2019, Rossi informed Think Tank that she was resigning, effective May 1, 
2019. See ECF 116-8 (email from Rossi to Kaur and Bawa) . Rossi explained that she could “not 
sit back and watch [Kaur] maliciously destroy the company any longer[,]” and stated that Kaur 
was “delusional” to think she could run a company that she had not been meaningfully involved 
with for the past last 20 year s. Id. On the same day, April 17, Rossi applied for a job at ITegrity. 
See ECF 116-9 (Pl. Exh.  8). On April 19, 2019, ITegrity offered Rossi the position with a start 
date of May 2, 2019. See ECF 116-10 (Pl. Exh. 9). Rossi accepted. Think Tank alleges that Rossi’s 
employment agreement with it contained “ non-compete and confidentiality provisions ,” SAC ¶ 
37, but Rossi disputes that allegation. Ans. ¶ 37.  
When Rossi resigned, Bawa gave Rossi the cell phone and laptop that had been issued to 
her by Think Tank,  which contained files and information  belonging to Think Tank, including 
human resources and personnel information and information about prospective employees. SAC ¶ 
36; Ans. ¶  36; Bawa Dep. at 72, 138 . Bawa and Kaur never had a conversation about departing 
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employees retaining equipment issued to them by the company, Kaur Dep. at 136:3–8, and Bawa 
did not make any effort to have Rossi remove Think Tank’s information from the laptop he gifted 
to her, Bawa Dep. at 72. 
At some point, Think Tank asked Rossi to return the cell phone and laptop. Rossi Dep. at 
154. Rossi declined to do so, indicating that Bawa gifted them to her. Id.  On June 7, 2019, Think 
Tank mailed a preservation letter to Rossi. See ECF 100-8 (Defs. Exh. F); Rossi Dep. at 311. That 
letter instructed Ms. Rossi to “take immediate steps to preserve all [electronically store 
information]” on her personal devices, including the  computer and cell phone  she received from 
Think Tank. Defs. Exh. F at 4. Rossi has not returned the computer but has complied with Think 
Tank’s preservation letter to retain all electronically stored information , Rossi Dep. at 311 , and 
has not viewed or used any of the Think Tank information stored on her devices, id. at 312. Rossi 
eventually allowed Bawa to place the Think Tank information stored on the laptop on a thumb 
drive, which was turned over to Plaintiff in discovery. Id. Rossi testifies that she has never shared 
the Think Tank information on her laptop with anyone at ITegrity , id. at 311–12, although Think 
Tank alleges that Rossi and ITegrity “used and benefitted” from the information, SAC ¶ 43. 
 Another key Think Tank employee, Proposal Manager Richard Weinstein, resigned in May 
2019, see Kaur Dep. at 122–23, and Bawa gifted Weinstein his Think Tank-issued laptop. SAC ¶ 
50; Ans. ¶ 50; Bawa Dep. at 126. Think Tank has not recovered any of the information that was 
stored on Mr. Weinstein’s laptop. See ECF 116 at 12 n.11. Prior to resigning, Weinstein voiced 
concerns to Bawa about Kaur’s lack of experience. Bawa Dep. at 126–27. Weinstein now works 
for ITegrity as its Senior Director for Proposals. SAC ¶ 58; ECF 100-1 at 12. 
Think Tank alleges that, upon Rossi’s resignation from Think Tank, Bawa “abdicated his 
own duties as President and Treasurer of Think Tank,” including by “engag[ing] in series of actions 
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to harm Think Tank and benefit ITegrity .” ECF 116 at 12.  Specifically, Think Tank alleges the 
following in its opposition to summary judgment motion: 
• In 2019, Bawa caused Think Tank to miss out on an 
opportunity to be the prime contractor on a contract with 
NOAA and Mission Information Technology Services 
(“NMITS”). 
• Bawa (with Rossi’s assistance) interfered with Think Tank’s 
relationship with Redhorse (the prime contract on a 
subcontract that Think Tank was a subcontractor on) thereby 
leading to ITegrity negotiating a deal to replace Think Tank 
with ITegrity as the subcontractor on its project. 
• In or around September 2021, I Tegrity was awarded a 
contract by NOAA that was a follow-on award to a contract 
on which Think Tank had been a subcontractor to Redhorse.  
• Bawa had been colluding with ITgerity in securing sole -
source 8(a) set -aside contracts for procurements that 
previously belonged to Think Tank since 2018. He used the 
same strategy for Think Tank’s contracts that ended in 2020 
(MARS, AWIPS, RPI contracts) and Redhorse (2021), 
Think Tank was unable to rebid for these opportunities.  
See ECF 116 at 10–11. 
 These allegations are contested . According to Defendants, it became apparent within the 
government contracting industry that NOAA intended to direct the AWIPS, RPI, and MARS work 
previously held by Think Tank to the 8(a) program —which now ITegrity was part of, and Think 
Tank was not—at the end of  September 2020. ECF 100-1 at 11 (citing Bawa Dep. at 43:10–20); 
see also ECF 100-9 (Defs. Exh. G) (July 8, 2020, email from Kaur to Tarandeep asking for support 
because many of Think Tank’s contracts would be released to the 8(a) program). That meant Think 
Tank would not have the opportunity to rebid on the se contracts. Defendants further contend that 
NOAA awarded ITegrity the AWIPS , RPI, and MARS  contracts because it was “already 
performing all the work” as Think Tank’s subcontractor, “had the capabilities of doing the kind of 
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work” required, and had done satisfactory work thus far. Id. at 12 (citing Tarandeep Dep. at 22:19–
21, 24:12–18, 25:11–15). 
In July 2021, following NOAA’s decision to move the NOAALink task orders to the 8(a) 
program, Bawa rebid a contract that NOAA awarded to Think Tank years earlier. Ba wa Dep. at 
31. This contract, which has generally been referred to as the “CBS Finance Contract,” is Think 
Tank’s sole remaining contract and is described by Kaur as the company’s “bread and butter.” 
Kaur Dep. at 160–61. Bawa also testified that it was around this time he first contemplated going 
to work for ITegrity. See Bawa Dep. at 29: 19–30:11. Bawa ultimately started working full time 
for ITegrity in August 2021. See ECF 101-at 13 (citing Bawa Dep. at 29:19–30:4, 105:8–107:1) ; 
ECF 100-6 (Bawa Aff. ¶ 6). In November 2021, the laptop Bawa used was “dying,” so he bought 
himself a new one. Bawa Dep. at 65. He was terminated before being reimbursed for this expense. 
Id. 
On December 31, 2021 , Think Tank removed Bawa as an officer and terminated his 
employment. SAC ¶ 59; Ans. ¶ 59. The next day, on January 1, 2022, Think Tank provided Bawa 
with a written notice of termination, which instructed Bawa to return all company property in his 
possession, including any login and online account information,  and not to access any company 
accounts without consent of Think Tank’s CEO. SAC ¶¶ 61–62; Ans. ¶¶ 61–62. 
During his tenure as President of Think Tank, Bawa set up Think Tank’s email system and 
had “super admin” credentials. Bawa Dep.  at 61:17–62:16, 66:8–22. At the time of Bawa’s 
termination, Think Tank’s email system was being hosted by Rackspace.2 Id. at 66. Bawa still had 
access to his Rackspace account after Think Tank terminated him. Id. Bawa admits to logging on 
to his super admin account “a number of times” after he was terminated, id. at 142:13–19; see also 
 
2 Rackspace is a cloud computing services provider. See SAC ¶ 65. 
 
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Kaur Dep. at 178–79, but he denies ever forwarding or copying emails sent to Ms. Kaur’s Think 
Tank email address. Bawa Dep. at 143:2–6. 
Sometime in the first quarter of 2022, one of Think Tank’s business partners contacted Ms. 
Kaur to alert her that it “look[ed] like [her] email [was] being forwarded” to a Gmail account (the 
“Forwarding Gmail Account”). Kaur Dep. at 173:13–19, 174:1–3; see also ECF 100-1 at 13. Ms. 
Kaur contacted Rackspace for an explanation. Id.  at 172–74. Rackspace explained that Kaur’s 
Think Tank email address had forwarding setup to the Forwarding Gmail Account. See ECF 116-
19 (Pl. Exh. 18). Kaur stated that she never set up that automatic forwarding rule. Id.  Rackspace 
then informed Kaur that “Harinder [Bawa] is still the super admin.” Id. Bawa denies any affiliation 
with the account Forwarding Gmail Account . See ECF 100-12 (Bawa Resp. to Req. for Admis. ) 
Nos. 18, 19, 20, & 21.  
III. STANDARD OF REVIEW 
A court may grant a party’ s summary judgment motion under Federal Rule of Civil 
Procedure 56 if “the movant shows that there is no genuine dispute as to any material fact and the 
movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a); see also Celotex Corp. v. 
Catrett, 477 U.S. 317, 322 (1986); Cybernet, LLC v. David, 954 F.3d 162, 168 (4th Cir. 2020). A 
fact is “material” if it “might affect the outcome of the suit under the governing law[,]” and a 
genuine issue of material fact exists “if the evidence is such that a reasonable jury could return a 
verdict for the nonmoving party.” Anderson v. Liberty Lobby Inc. , 477 U.S. 242, 248  (1986) 
(emphasis omitted); see also  Raynor v. Pugh, 817 F.3d 123, 130 (4th Cir. 2016).  A party can 
establish the absence or presence of a genuinely disputed fact through “particular parts of materials 
in the record, including depositions, documents, electronically stored information, affidavits or 
declarations, stipulations (including those made for purposes of the motion only), admissions, 
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interrogatory answers, or other materials.” Fed. R. Civ. P. 56(c)(1)(A). The court must view all the 
facts, including reasonable inferences to be drawn from them, in the light most favorable to the 
nonmovant, Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986), but the 
court is not permitted to weigh the evidence, make credibility determinations, or decide the truth 
of disputed facts. Anderson, 477 U.S. at 249. “Where the party opposing summary judgment fails 
to respond to a summary judgment motion with evidence demonstrating the existence of a genuine 
dispute of material fact, summary judgment is appropriate.” Orso v. Disner, No. 3:14-CV-91, 2020 
WL 370204, at *1 (W.D.N.C. Jan. 9, 2020)  (citing Bouchat v. Baltimore Ravens Football Club, 
Inc., 346 F.3d 514, 522 (4th Cir. 2003). 
IV. DISCUSSION 
A. Count I – Breach of Fiduciary Duties  
In Count I of the SAC, Plaintiff asserts a claim for breach of fiduciary duty against Bawa. 
Think Tank argues each of the following acts or omissions constitutes a breach of Bawa’s fiduciary 
duties: (i) “gifting” Think Tank laptop devices containing sensitive company information to 
Weinstein and Rossi, who Bawa knew was leaving Think Tank to work for its competitor, ITegrity; 
(ii) causing Think Tank to miss out on contracts with NOAA and Mission Information Technology 
Services NMITS ; (iii) interfering in Think Tank’s relationship with Redhorse (Think Tank’s 
partner on a contract) and negotiating a deal between Redhorse and ITegrity, resulting in Redhorse 
replacing Think Tank with ITegrity on the contract; (iv) leveraging his relationships with NOAA 
to divert 8(a) set-aside contracts that previously belonged to Thank Tank to ITegrity; and (v) using 
superuser administrative privileges to access Think Tank’s email system , while working for 
ITegrity, to intercept, retrieve and forward Think Tank emails to himself containing the company’s 
proposals, financial information, contracts, and HR information. See ECF 116 at 17–18. 
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To establish a breach of fiduciary duty as an independent cause of action  under Maryland 
law, a plaintiff must show: “(i) the existence of a fiduciary relationship; (ii) breach of the duty 
owed by the fiduciary to the beneficiary; and (iii) harm to the beneficiary.” Plank v. Cherneski, 
231 A.3d 436, 442 (Md. 2020); see also Sirius Fed., LLC v. Jelen, Civ. No. LKG-22-00223, 2023 
WL 2213929, at *11 (D. Md. Feb. 24, 2023) . The remedy for a breach depends on the type  of 
fiduciary relationship. “If a plaintiff describes a fiduciary relationship, identifies a breach, and 
requests a remedy historically recognized by statute, contract, or common law applicable to the 
specific type of fiduciary relationship and the specific breach is alleged, a court should permit the 
count to proceed.” Plank, 231 A.3d at 466. 
“Under Maryland law, every employment contract contains an ‘implied duty [of loyalty:] 
that an employee act solely for the benefit of his employer in all matters within the scope of 
employment.’” Philips N. Am. LLC v. Hayes, Civ. No. ELH-20-1409, 2020 WL 5407796, at *13 
(D. Md. Sept. 9, 2020) (quoting Maryland Metals Inc. v. Metzner, 382 A.2d 564, 568 (Md. 1978)). 
“In line with this duty, an employee is required to ‘act solely for the benefit of his employer in all 
matters within the scope of employment ’ and to refrain from ‘actively competing with his 
employer during the tenure of his employment. ’” Allegis Grp., Inc. v. Nosky, Civ. No. PX-22-
01516, 2024 WL 1282831, at *6 (D. Md. Mar. 26, 2024), aff ’d sub nom. Aerotek, Inc. v. Nosky , 
No. 24-1372, 2025 WL 2141297 (4th Cir. July 29, 2025)  (quoting Maryland Metals, 382 A.2d at 
568). Accordingly, a breach of loyalty may be supported in various ways, including where a former 
employee “solicits an employer ’s major customers on behalf of a competitor; entices fellow 
employees from the company; usurps major business assets; or commits other ‘patently wrongful 
acts in derogation of the trust and confidence reposed in them by the complaining employer[ ]. ’” 
Id. (quoting Maryland Metals, 382 A.2d at. at 571–72). 
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An employee may also be liable for a breach of fiduciary duty if he or she commits a 
“fraudulent, unfair, or otherwise wrongful act such as misappropriation of trade secrets, conspiracy 
to bring about mass resignation of key employees or interference with an employer ’s business 
opportunities.” EndoSurg Medical, Inc. v. EndoMaster, Inc. , 71 F. Supp. 3d 525, 556 (D. Md. 
2014) (citing Maryland Metals, Inc. , 382 A.2d at 568–69). “The misuse of confidential 
information” can also constitute a breach of fiduciary duty. Fundamental Admin. Servs., LLC v. 
Anderson, Civ. No. JKB -13-1708, 2014 WL 5797125, at *3 (D. Md. Nov. 6, 2014) ( citation 
omitted). 
Bawa, as a corporate officer and employee, undoubtedly had a fiduciary relationship with 
Think Tank. He admits that corporate officers in Maryland owe their employer certain duties, such 
as loyalty and care. See ECF 100- 1 at 10. However, as explained below, Bawa is entitled to 
summary judgment on all of Think Tank’s  breach-of-fiduciary-duty claims except for the claim 
that Bawa breached his duty of loyalty by directing business to ITegrity. A genuine dispute exists 
about Bawa’s relationship with ITegrity while he was still employed by Think Tank.  
1. Gifting laptops 
Think Tank cannot establish that Bawa breached a fiduciary duty by permitting Rossi and 
Weinstein to retain their Think Tank-issued laptops because there is no evidence of resulting harm. 
To begin, it is unclear whether the laptops contained “confidential and proprietary” information, 
as Think Tank asserts in its opposition. See ECF 116-1 at 1, 5–10, 12, 15. Although Think Tank 
claims that Rossi’s laptop contained materials such as offer letters, resumes, and job descriptions, 
it does not identify any speci fic documents in the record. See id.  at 8 –9. Even assuming such 
materials were present and that Bawa knew of them, Think Tank offers no evidence that their 
retention by its former employees caused any harm. See Plank, 231 A.3d at 442 (proving “harm to 
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the beneficiary” is a necessary element of to establish a breach of fidiciuary duty); Jelen, 2023 WL 
2213929, at *11 (same). The uncontroverted testimony is that Rossi has done “nothing” with the 
information other than comply with Think Tank’s preservation letter and discovery; she testified 
that she has never shared it with anyone, including ITegrity. See Rossi Dep. 311:17–312:10. 
Think Tank’s assertion that Rossi used confidential information “to aid ITegrity in taking 
Think Tank’s federal contracts” is unsupported. ECF 116 at 11. Think Tank first cites a May 9, 
2019, email from Rossi’s Gmail account with the subject line “Offer Letters,” which appears to 
include attachments. See ECF 116-12 (Pl. Exh. 11). But Think Tank does not explain the origin of 
those documents, identify their recipients, or show how they relate to ITegrity obtaining Think 
Tank’s contracts. Next, Think Tank cit es a portion of Bawa’s  deposition that similarly fails to 
bridge the gap between confidential information on the computers and harm to Think Tank.  See 
ECF 116 at 11 (citing Bawa Dep. 47:18–49:4 ). His testimony reflects only that, at ITegrity’s 
request, he provided a past -performance reference based on ITegrity’s prior work as a 
subcontractor—standard information unrelated to any alleged misuse of confidential materials. See 
Bawa Dep. 47:3–49:4. 
The same deficiency applies to Weinstein’s laptop. Think Tank asserts that the device has 
not been returned and that it has been unable to recover any information stored on it. ECF 116- 1 
at 10 n.1. It offers no evidence that any such information was accessed, used, or disclosed, much 
less that it caused harm. 
In sum, Think Tank’s claim fails for lack of evidence of harm. At most, it alleges  that 
confidential information may have existed and could have been misused. But such speculation is 
insufficient to survive a summary judgment motion.  
  
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2. NMITS contract 
The record does not support Think Tank’s claim that Bawa caused it to miss out on 
contracts with NOAA and Mission Information Technology Services (NMITS). As support, Think 
Tank cites the following portion of Bawa’s deposition: 
Q: It says in the next sentence: Recall other opportunities such as 
NOAA Mission Information Technology Services that Think Tank 
elected to pursue by teaming with other Government contractors.  
What other government contractors is that referring to?  
A: So that was NMITS. So that was what we were talking about 
earlier, Red Horse and ITegrity and I don’t remember the fourth, 
there were four companies total on that one with Think Tank. So –  
Q: That was the one that –  
A: That we lost.  
Q: That you lost?  
A: We bid NMITS – yeah, we did team with them but we lost.  
Q: Did Red Horse eventually win that contract?  
ECF 116 at 17 (citing Bawa Dep. 111:4–22). In the next line of the deposition, which Defendants 
cite in their reply, Bawa testifies:  
A: No, that – so we formed what was called a CTA, which is a 
contracting teaming arrangement or something, basically it’s just a 
bunch of companies teaming together and it was Red Horse and 
ITegrity and Think Tank and one other company, so we bid it as one 
and we lost. So no, Red Horse – we all lost.  
ECF 118 at 7 (citing ECF 118-1 (Bawa. Dep.) 112:1–112:7).  
Bawa’s testimony is that, while he was its President, Think Tank pursued NMITS, but the 
company was unsuccessful in obtaining the contract. Think Tank does not cite any fiduciary duty 
Bawa breached in  losing the bid. Without more, Bawa  could not have violated a fiduciary duty 
simply by unsuccessfully bidding on a contract. Think Tank does not point to evidence or authority 
suggesting otherwise. Summary judgment in favor of Bawa on this claim is appropriate.  
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3. Interfering in Think Tank’s relationship with Redhorse 
Think Tank argues that Bawa breached a fiduciary duty by interfering with its relationship 
with Redhorse and negotiat ing a deal between Redhorse and ITegrity, resulting in Redhorse 
replacing Think Tank with ITegrity on a contract. The record offers no support for this claim. 
Think Tank attaches to its opposition a brief an email exchange from April 2019 between 
Bawa, Tarandeep, Rossi, and employees of  Redhorse. ECF 116-13 at 2. This exchange occurred 
before Rossi’s departure from Think Tank. In the exchange, Rossi introduces Tarandeep and 
employees from Redhorse to each other. Id. at 2. The Redhorse employees tell Tarandeep that they 
“love working with Think Tank and are excited about a partnership with [ITegrity].” Id.  
A later email exchange from July 2019, also attached to the opposition, suggests that Think 
Tank, ITegrity, and Redhorse are all working together on a proposal document. Id. at 4. The email 
exchange is between Jon Johnson, Director of Redhorse, and Bawa, who was still with Think Tank 
at the time. Id.  Rossi was employed with ITegrity by this point and is included on the email 
exchange, as well as Tarandeep. Id. Bawa explained the email exchange as follows: 
Q: I’m showing you what I’ve had marked as Exhibit 5, let me know 
if you recognize this email.  
A: I remember the context. I don’t remember this exact email, but –  
Q: What’s the relationship between Think Tank and Red Horse?  
A: I don’t know that there is one right now. 
Q: Was there ever?  
A: Yeah. Yes, there was.  
Q: What was the relationship?  
A: We were – we were trying to team on another vehicle, the follow-
on to NOAALink. Which is called NMITS, N-M-I-T-S.  
Q: Okay. Red Horse and Think Tank were trying to? 
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A: Well, it was more than that. I think there were actually four 
companies in total.  
Q: Was ITegrity one of them?  
A: Yes.  
Q: It says: Good morning, Michelle, Tarandeep, and Harinder, 
before I send this over to Think Tank, I wanted to bounce this off 
you first. Why is he – why is Mr. Johnson bouncing this off of the 
three of you before sending –  
A: It sounds like a question for him. I can’t – I don’t know.  
Q: What was your relationship like with Mr. Johnson?  
A: I don’t even remember Jon Johnson.  
Q: And you then forwarded this – well, you respond to this e -mail 
and you copy Michelle and Tarandeep at their ITegrity e -mail 
addresses. Do you see that?  
A: It looks like I probably did a reply all.  
Q: Okay. You do this from your Think Tank e-mail, right?  
A: Yeah.  
Q: Why did you not – well, let me ask it this way. Why didn’t Think 
Tank end up partnering with Red Horse for this contract?  
A: They did.  
Q: Is it presently partnered with Red Horse?  
A: They didn’t win.  
Q: But ITegrity and Red Horse eventually did.  
A: No, they didn’t – they did not win a NMITS award.  
Q: ITegrity didn’t win any NMITS awards?  
A: Correct.  
Q: Were you trying, in this e-mail, to steer this business away from 
Think Tank to ITegrity?  
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A: No. Let me read it. No, this is talking about a meatball chart in a 
proposal, which is typically where you –  where you’re listing 
qualifications like you have skills in this area and this area and this 
area, and these are your requirements and this is wher e we’ve done 
it on these contracts and we’re talking about space and where to put 
it. And I mean, it has nothing to do with that. I actually –  
Q: This is a time when you know your divorce  is about to be 
finalized, right? 
A: Oh, yeah. 
Q: And you know that Ms. Kaur is taking over the business, right? 
A: Uh-huh. 
Q: And you don’t copy her on this e-mail? 
A: Like I said, it looks like I did a reply all. I just replied all to the 
e-mail. 
Q: You’re getting information in this e -mail about business that 
could come to Think Tank through partnership with Red Horse and 
you don’t let Ms. Kaur know anything about it?  
A: That’s not correct. Its –  
Q: How did you let her know about it?  
A: No, I don’t know that I did let her know about it. I don’t know 
that it affected her. This was just asking about – it’s a proposal 
question asking about how we’re going to fill out a meatball chart 
and so I replied. I mean I actually got Think Tank on this team. 
Think Tank wasn’t in a position to prime so they needed to be on a 
team. I made sure that it got on a team that I thought was very strong. 
Red Horse already had – this is a NOAA contract. Red Horse already 
had NOAA work, ITegrity had NOAA work, a nd I said with those 
three companies and then the fourth one, and I don’t remember what 
they were called, we would have been a very strong team. 
Bawa Dep. at 73:12–77:14.  
This record does not suggest that Bawa interfered with Think Tank’s relationship with 
Redhorse or negotiated a deal between Redhorse and ITegrity  to Think Tank’s disadvantage. 
Instead, the uncontradicted evidence is that Think Tank, ITegrity, and Redhorse bid unsuccessfully 
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on a contract together. Think Tank does not point to any evidence in the record that Redhorse 
replaced Think Tank with ITegrity on a  contract, nor evidence that Bawa otherwise “interfered” 
with Think Tank’s relationship with Redhorse. The only evidence Think Tank points to is one 
email show ing Redhorse “love[s] working” with Think Tank  and another showing that the 
companies, along with ITegrity, were working together on a proposal.  Think Tank has failed to 
present any genuine dispute of material fact in sup port of a breach-of-fiduciary-duty claim based 
on any alleged interference Bawa conducted between Think Tank and Redhorse. T hus, Bawa is 
entitled to summary judgment on this claim.  
4. Diverting business to ITegrity  
Bawa is not entitled to summary judgment regarding Think Tank’s claim that he breached 
a fiduciary duty by divert ing contracts to ITegrity. A corporate officer’s duty of loyalty requires 
there to be “no conflict between duty and self-interest.” Weaver v. ZeniMax Media, Inc., 923 A.2d 
1032, 1054 (Md. App. Ct. 2007) (quoting In re Walt Disney Co. Derivative Litigation , 907 A.2d 
693, 751 (Del. Ch. 2005)). Prior to termination, “an employee may not solicit for himself business 
which his position requires him to obtain for his employer. He must refrain from actively and 
directly competing with his employer for customers and employees, and must continue to exert his 
best efforts on behalf of his employer.” Maryland Metals, 382 A.2d at 568. 
Think Tank highlights the following evidence. At some point, Bawa believed Think Tank 
was at risk of losing NOAALink work because NOAA intended to reclassify the existing contract 
from “small business” to “full and open,” which would allow larger companies (with which Think 
Tank likely could not compete) to bid. Bawa Dep. at 86:12–19. To prevent that, Bawa encouraged 
the client to convert the work to an 8(a) contract, rather than full and open, and specifically to 
consider ITegrity, who had 8(a) status at the time. Id.  at 87–88. Bawa claims his idea was that if 
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ITegrity was awarded the contract, then Think Tank could sub-contract with ITegrity and therefore 
retain some of its previous work. See id. at 87, 89.  
The results of Bawa’s efforts are not clear from the record. Bawa testified that, with respect 
to the specific instance discussed above, the contract was converted to full and open,  and a larger 
company won the contract. Id. at 89:15–17. However, Defendants’ reply brief represents as an 
“undisputed, material fact that NOAA moved all of the NOAALink work to SBA’s 8(a) program,” 
ECF 118 at 9, and Bawa testified that for all the 8(a) work that ITegrity did win, Think Tank never 
subcontracted for any of that work, Bawa Dep. at 89:21. The record also indicates that Tarandeep 
may have initiated conversations with NOAA about awarding ITegrity 8(a) sole source contracts, 
see ECF 11 6-14 & ECF 116- 15 (emails between Tarandeep and NOAA) , and that ITegrity 
ultimately received work —including the RPI contract that had previously belonged to Think 
Tank—even though it did “nothing” to win that the contract. See ECF 116-4 (Tarandeep Dep.) at 
22:19–23:19. It is also clear from the record that Bawa had a both professional and personal 
relationship with his cousin, Tarandeep, and began working for ITegrity full time before he  was 
terminated from Think Tank.  This record is consistent with Think Tank’s contention that Bawa, 
while serving as Think Tank’s President, eff ectively diverted NOAA work to ITegrity, to Think 
Tank’s detriment. 
Bawa denies that , while serving as Think Tank’s  President, he contemplated future 
employment at ITegrity working on the same contracts. Bawa Dep. at 89:4–17. That may well be 
true. But see Bawa Dep. at 29:19–30:11 (Bawa explaining that he first thought about working for 
ITegrity in July 2021). It may also be true that he encouraged agencies to steer work to ITegrity 
through the 8(a) program because he believed that  path offered Think Tank the best chance of 
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retaining some portion of the work. But reaching either conclusion requires a determination  of 
Bawa’s credibility, an exercise that is forbidden at the summary judgment stage. 
Viewing the facts supported by the record in the light most favorable to the Think Tank,  
genuine disputes exist as to whether Bawa breached fiduciary duties by  failing to act “solely for 
the benefit of his employer in all matters within the scope of employment” and by improperly 
interfering with Think Tank’s business opportunities, and whether Think Tank was harmed as a 
result. Hayes, 2020 WL 5407796, at *13 . As President, Bawa was obligated to avoid conflicts 
between his duties to Think Tank and his personal interests . Yet the record permits a view  that 
Bawa encouraged NOAA to convert NOAALink work to the SBA’s 8(a) program and to consider 
ITegrity—a company owned by his cousin and for which he would soon work—for that work. 
Bawa Dep. 86:12–19, 87–88. Although  Bawa asserts this strategy was intended to preserve 
subcontracting opportunities for Think Tank, the  following record evidence permits a contrary 
inference from the following: ITegrity ultimately received 8(a) work  previously belonging to 
Think Tank and other contracts that Tarandeep testified ITgeirty did “nothing” to obtain; Bawa 
had a both professional and personal relationship with his cousin and began working for ITegrity 
while still President of Think Tank; and Think Tank did not receive any subcontracting work as a 
result. Bawa Dep. at 29:19–30:11, 89:21; Tarandeep at 22:19–23:19. Taken together, a jury could 
find that Bawa engaged in conduct akin to “interference with an employer’s business 
opportunities” or other “patently wrongful acts in derogation of the trust” owed to  Think Tank. 
EndoSurg Med., 71 F. Supp. 3d at 556; see also Maryland Metals, 382 A.2d at 571–72. Finally, a 
reasonable jury could find that Plaintiff was harm ed by Bawa’s conduct , insofar as the  record 
reflects that Think Tank lost work it previously performed and did not retain any portion of that 
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work through subcontracting. Because the  foregoing facts support competing inferences as to 
Bawa’s intent and the effect of his conduct, summary judgment is inappropriate. 
5. Accessing Think Tank’s email 
Bawa admits that he accessed Think Tank’s email system during the first quarter of 2022, 
after Think Tank fired him on or around January 1, 2022. ECF 118 at 10. However, he argues that 
Think Tank fails to provide “any support for the notion that post-termination conduct can establish 
a breach of fiduciary duty claim.” Id. 
“[C]ertain fiduciary duties may persist beyond the termination of an employer -employee 
relationship.” C&R Caulking v. Bank of Am., N.A., Civ. No. JKB-21-0499, 2021 WL 2661875, at 
*7 (D. Md. June 29, 2021)  (citing Operations Rsch., Inc. v. Davidson & Talbird, Inc. , 217 A.2d 
375, 385 (Md. 1966) (finding an ongoing duty not to misappropriate trade secrets)) ; see also 
Maryland Metals, 382 A.2d at 568 (“Once the employment relationship comes to an end, of course, 
the employee is at liberty to solicit his former employer ’s business and employees, subject to 
certain restrictions concerning the misuse of his former employer ’s trade secrets and confidential 
information.”). But the duty Think Tank identified in its pleading, the duty of loyalty, SAC  ¶ 94, 
generally does not. See  C&R Caulking, 2021 WL 2661875, at *7  (holding that “ the duties of 
loyalty” do not exist beyond the termination of the employment relationship (citing Weichert Co. 
of Md., Inc. v. Faust , 19 A.3d 393, 400 (Md. 2011) (“[T]he duty of loyalty ... requires that an 
employee act solely for the benefit of his employer in all matters within the scope of 
employment.”))) (emphasis added in C&R Caulking). Therefore, the Court finds as a matter of law 
that Bawa did not breach a fiduciary duty owed to Think Tank in accessing its email system after 
his termination. Even if Bawa’s access to the email system constituted a breach of a duty, Think 
Tank has presented no evidence that it was harmed by this co nduct. See Plank, 231 A.3d at 442. 
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Accordingly, Bawa is entitled to summary judgment on Think Tank’s claim that he  breached a 
fiduciary duty by accessing Think Tank’s emails.  
*** 
In sum, summary judgment is  granted in Bawa’s favor on Count I except for Plaintiff’s 
claim that Bawa violated a duty of loyalty by directing business to ITegrity , which shall proceed 
to trial.  
B. Count IV – Aiding and Abetting Breach of Fiduciary Duty  
In Count IV of the SAC, Think Tank claims that ITegrity aided and abetted Bawa’s breach 
of fiduciary duty under Maryland law. 
A prerequisite to aiding and abetting liability is an underlying violation of a fiduciary duty. 
Alleco Inc. v. Harry & Jeanette Weinberg Found., Inc. , 665 A.2d 1038, 1050 ( Md. 1995). 
Additionally, aiding and abetting requires the complainant to prove that the defendant “knowingly 
and substantially assist[ed] the principal violation.” Sutton v. FedFirst Fin. Corp., 126 A.3d 765, 
792 (Md. App. Ct. 2015); see also Saadeh v. Saadeh, Inc. , 819 A.2d 1158, 1171 ( Md. App. Ct. 
2003) (“To be liable in tort, the aider or abettor must have engaged in assistive conduct that he 
would know would contribute to the happening of that act.”). 
Here, Think Tank has presented a triable breach-of-fiduciary-duty claim only with respect 
to Bawa’s alleged diversion of business from Think Tank to ITegrity. Then, t he only question 
presented in Count IV is whether there is enough evidence in the record that ITegrity knowingly 
assisted in Bawa’s alleged breach to create an issue for trial. 
Think Tank does not point to any evidence that ITegrity knowingly assisted Bawa’s alleged 
breach of fiduciary duty. Think  Tank contends that it is “beyond a mere coincidence” that Bawa 
ended up employed by his cousin, Tarandeep, at ITegrity, which now held the NOAA contract that 
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previously belonged to Think Tank. ECF 116 at 23.  Those facts are undisputed. But Think Tank 
fails to identify any evidence that ITegrity solicited, encouraged, or otherwise “assisted” Bawa—
as opposed to solely being the beneficiary of Bawa’s alleged breach. “Trial courts in the Fourth 
Circuit have an ‘affirmative obligation . . . to prevent factually unsupported claims and defenses 
from proceeding to trial.” Philadelphia Indem. Ins. Co. v. Markel Ins. Co., 649 F. Supp. 3d 84, 93 
(D. Md. 2023) (quoting Bouchat, 346 F.3d at 526).  Here, Think Tank’s aiding and abetting claim 
is supported only by “mere speculation” and a “compilation of inferences,” which is insufficient 
to avoid summary judgment. Id. (quoting Shin v. Shalala, 166 F. Supp. 2d 373, 375 (D. Md. 2001). 
Accordingly, ITegrity is entitled to summary judgment on Count IV.  
C. Counts II and XIII – State and Federal Misappropriation of Trade Secrets 
In Counts II and XIII of the SAC, Think Tank asserts claims against all Defendants for 
misappropriation of trade secrets. Think Tank argues that the files on the laptop computers Rossi 
and Bawa retained after their employment ended were trade secrets that these Defendants  
misappropriated. Think Tank contends that the files were  trade secrets because they were 
“confidential and proprietary business” files including (i) offer letters, performance reviews, and 
raise justifications; (ii) resumes and job descrip tions for openings; (iii) labor categories and rate 
structures for employees who provided services under the company’s government contracts; (iv) 
security clearance documentation for Think Tank employees; and (v) contract assignments for 
Think Tank employees . See ECF 116 at 19. According to Think Tank, evidence in the record 
“establishes that Defendants misappropriated Think Tank’s trade secrets when Defendants Rossi 
and Bawa refused to return their Think Tank devices upon the termination of their employment 
with the company, ” and Think Tank is not required to prove the trade secret was acquired via 
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“improper means” so long as “there is potential economic value to others in the information the 
plaintiff seeks to protect.” Id. at 20.  
Defendants argue that Think Tank’s trade secret misappropriation claims  fail as a matter 
of law because it has not established that the files on the laptop that Bawa gifted Rossi upon her 
resignation constitute trade secrets and, further, because Rossi did not obtain the files through 
improper means. First, Defendants argue t hat the files on Rossi’s laptop largely related to Think 
Tank’s human resources and did not have any “independent economic value.” ECF 100-1 at 17. 
Second, Defendants contend that Rossi did not obtain these files through improper means; rather, 
she was gifted the computer and has since done nothing with the files except preserve them 
pursuant to Think Tank’s preservation letter. Id. at 18.  
Think Tank brings  its trade secret misappropriation claims  under Maryland’s Uniform 
Trade Secrets Act (“MUTSA”) and the federal Defend Trade Secrets Act (“DTSA”). “To establish 
misappropriation of a trade secret under federal law and Maryland state law, [the plaintiff] must 
demonstrate that the documents at issue are trade secrets, and that Defendants misappropriated 
those trade secrets.” ClearOne Advantage, LLC v. Kersen, 710 F. Supp. 3d 425, 435 (D. Md. 2024) 
(quoting Brightview Grp., LP v. Teeters, 441 F. Supp. 3d 115, 129 (D. Md. 2020) ). The MUTSA 
and DTSA define “trade secrets” similarly to include all types of financial, business, technical, 
economic, or engineering information, that: (1) the owner took “ reasonable” steps to keep the 
information secret, and (2) the information derives “independent economic value” from not being 
generally known or readily ascertainable by potential competitors. See Md. Code Ann., Com. Law 
§ 11-1201(e); 18 U.S.C. § 1839(3). “The definitions of misappropriation in federal and state law 
also mirror each other. A person misappropriates trade secrets when they (1) acquire a trade secret 
that they know or have reason to know was acquired by improper means, or (2) use or disclose the 
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trade secret after acquiring it through improper means.” ClearOne Advantage, 710 F. Supp. 3d at 
435 (citations omitted).  
Even assuming, arguendo, that the files on Rossi’s and Bawa’s computers were trade 
secrets, Think Tank’s claims must fail b ecause there is no evidence to suggest that D efendants 
misappropriated that information . The MUTSA defines “improper means” to include “ theft, 
bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or 
espionage through electronic or other means.” Md. Code Ann., Com. Law § 11-1201(b). “[F]rom 
this list, one can derive some common characteristics of improper means [:] All of the examples 
listed in the MUTSA constitute intentional conduct involving some sort of stealth, deception or 
trickery.” Sys. 4, Inc. v. Landis & Gyr, Inc. , 8 F. App ’x 196, 200 (4th Cir. 2001) . The DTSA 
includes the same definition  as the MUTSA  and adds that the term “ does not include reverse 
engineering, independent derivation, or any other lawful means of acquisition.” 18 U.S.C. §  
1839(6). 
First, there is no evidence in the record that any Defendant used any information stored on 
either Rossi’s or Bawa’s laptops. For her part, Rossi testified that she never viewed or otherwise 
used Think Tank information stored on her laptop; she has only preserved it. Rossi Dep. at 311–
12. 
Second, there is no record evidence the information stored on the laptops was acquired 
from Think Tank by any improper means. Bawa, then-President of Think Tank, gifted Rossi her 
laptop shortly after she resigned in recognition of her service to Think Tank. See Rossi Dep. at 23. 
There is no evidence that Rossi acquired the laptop or the information stored on it through improper 
means.   
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As for Bawa’s computer, the only evidence in the record is Bawa’s deposition statements 
that he personally bought the computer and was never reimbursed. See Bawa Dep. at 65:1-8 
(“Actually, that’s a funny story. My laptop was dying and I bought a new one, so I was fired in I 
guess December 31st, I bought a new one in November just before, and then Think Tank never 
paid me for it so my laptop was mine.  I was using it as a personal laptop.”). Think Tank offers 
nothing to rebut Bawa’s testimony. Although it repeatedly calls Bawa’s computer “Think Tank-
issued,” see, e.g. , ECF 116 at 15, Think Tank does not support  its assertion with any receipt , 
payment, policy, or other record demonstrating its right to the property. Moreover, Think Tank 
identifies no evidence in the record as to what information was stored on Bawa’s laptop. In sum, 
there is no evidence that Bawa obtained any trade secret belonging to Think Tank at all, much less 
through any improper means. 
Plaintiff is incorrect to suggest that it “not required to show improper means and use, so 
long as there is potential economic value to others in the information the plaintiff seeks to protect.” 
ECF 116 at 20. The only authority Plaintiff cites is Optic Graphics, Inc. v. Agee , 591 A.2d 578 
(Md. Ct. Spec. App. 1990), but that case does not support Plaintiff’s assertion. There, the Appellate 
Court of Maryland affirmed a trial court’s determination that pricing information and a marketing 
strategy plan belonging to a graphic arts company did not constitute trade secrets. Id. at 785. The 
court did not reach the question of whether the graphics art company’s information was or was not 
“misappropriated” at all because it already concluded that the information did not constitute a trade 
secret. Id. Accordingly, Optic Graphics does not relieve Plaintiff of its burden of  showing that 
Defendants either acquired Plaintiff’s trade secrets knowing they had been acquired by improper 
means, or they used or disclosed Plaintiff’s trade secrets after acquiring them through improper 
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means. ClearOne Advantage, 710 F. Supp. 3d at 435. Plaintiff cannot meet this burden. Defendants 
are entitled to summary judgment on Counts II and XIII.  
D. Count III – Conversion 
In Count III of the SAC, Plaintiff asserts claims for conversion against Bawa and Rossi 
under Maryland law based on the same conduct underlying its trade secret misappropriation 
claims: these Defendants’ retention of laptops they used while working for Think Tank. 
“Conversion is an intentional tort, consisting of two elements, a physical act combined with 
a certain state of mind.” Darcars Motors of Silver Spring, Inc. v. Borzym, 841 A.2d 828, 835 (Md. 
2004). “The physical act can be summarized as ‘any distinct act of ownership or dominion exerted 
by one person over the personal property of another in denial of his right or inconsistent with it.’” 
Borzym, 841 A.2d at 835 (quoting Allied Inv. Corp. v. Jasen , 731 A.2d 957, 963 (Md. 1999)). 
“This act of ownership for conversion can occur either by initially acquiring the property or by 
retaining it longer than the rightful possessor permits.” Id. “At a minimum, a defendant liable for 
conversion must have ‘an intent to exercise dominion or control over the goods which is in fact 
inconsistent with the plaintiff’s rights.’” Borzym, 841 A.2d at 836 (quoting Keys v. Chrysler Credit 
Corp., 494 A.2d 200, 208 (Md. 1985)).  Thus, the plaintiff asserting conversion must  show “(1) 
plaintiff’s right to possess the property; and (2) def endant’s intentional taking of the property 
without authorization or permission.”  Vongohren v. Citimortgage, Inc ., Civ. No. JFM-14-3549, 
2016 WL 739070, at *6 (D. Md. Feb. 25, 2016) (citations omitted).  Conversion requires “the 
unauthorized dominion and control to the complete exclusion of the rightful possessor.”  Messing 
v. Bank of Am., N.A., 821 A.2d 22, 35 (Md. 2003) (citation omitted). 
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Think Tank contends that Rossi and Bawa ’s refusal to return the  computers containing 
Think Tank’s information as requested is sufficient survive summary judgment. See ECF 116 at 
22.3 
Defendants are entitled to summary judgment. First, Rossi received her computer as a gift 
from Think Tank through its then-President, Bawa. Thus, the dominion and control she exercised 
over the laptop to the exclusion of Think Tank was not unauthorized. Plaintiff cannot establish a 
right to possess property it gifted Rossi. Rossi was the laptop’s rightful possessor. Second, Bawa 
purchased his computer with his own funds. Plaintiff fails to identify any evidence in the record to 
call the foregoing facts into dispute or to show that either Rossi or Bawa had any intent to exercise 
dominion or control over the computers in any way inconsistent with Think Tank’s rights. Thus, 
Plaintiff’s conversion claims fail as a matter of law, and Defendants are entitled to summary 
judgment on Count III.  
E. Count V – Breach of Contract  
In Count V of the SAC, Plaintiff asserts a claim against Rossi for breach of her employment 
contract. Rossi argues that she never had an employment contract with Think Tank. See ECF 100-
1 at 28. She contends that Think Tank’s breach- of-contract claim must fail because “her 
employment with ITegrity is not and never has been precluded by any sort of restrictive covenant.” 
Id. In opposition, Plaintiff does not address its breach of contract claim or respond to Rossi’s 
arguments, nor does it identify any evidence that Rossi had an employment contract with Think 
Tank. “A plaintiff who fails to respond to an argument for summary judgment is deemed to have 
abandoned the claim.” Rodgers v. Eagle All., 586 F. Supp. 3d 398, 448–49 (D. Md. 2022) (citing 
 
3 Plaintiff also argues that Bawa’s use of superuser administrative rights “to login to Think Tank’s 
email accounts and set up rules to automatically forward Think Tank emails to himself ” supports its 
conversion claim but does not explain how. 
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Ferdinand-Davenport v. Child.’s Guild, 742 F. Supp. 2d 772, 783 (D. Md. 2010).  Here, Plaintiff 
failed respond to Rossi’s argument that she could not have breached any contract with Think Tank 
because no express contract exists between the two . Plaintiff has thus  abandoned its breach -of-
contract claim. Moreover, “[t]o prevail in an action for breach of contract  [under Maryland law], 
a plaintiff must prove that the defendant owed the plaintiff a contractual obligation and that the 
defendant breached that obligation.” S. River Cap., LLC v. Manufacturers & Traders Tr. Co., Civ. 
No. RDB -23-2371, 2025 WL 3012890, at *9 (D. Md. Oct. 28, 2025)  (quoting Taylor v. 
NationsBank, N.A., 776 A.2d 645, 651 (Md. 2001)). In the instant case, Plaintiff has identified no 
evidence of any contractual obligation Rossi owed Think Tank. Rossi is entitled to summary 
judgment on Count V. 
F. Count VI – Conspiracy  
In Count VI of the SAC, Plaintiff asserts a claim of civil conspiracy under Maryland law 
against all Defendants. A claim for civil conspiracy requires: “(1) a confederation of two or more 
persons by agreement or understanding; (2) some unlawful or tortious act done in furtherance of 
the conspiracy or use of unlawful or tortious means  to accomplish an act not in itself illegal; and 
(3) actual legal damage resulting to the plaintiff.” Lilly v. Balt. Police Dep’t, 694 F. Supp. 3d 569, 
592 (D. Md. 2023) (citing Lloyd v. Gen. Motors Corp., 916 A.2d 257, 284 (Md. 2007)). To prove 
civil conspiracy, Plaintiff  must show the “commission of an overt act, in furtherance of the 
agreement, that caused [it] to suffer actual injury.” Aarow Elec. Sols. v. Tricore Sys., LLC, 693 F. 
Supp. 3d 525, 542 (D. Md. 2023). Civil conspiracy “is not a separate tort capable of independently 
sustaining an award of damages in the absence of other tortious injury to the plaintiff.” Kramer v. 
Mayor & City Council of Balt. , 723 A.2d 529, 542 (Md. 1999) (quoting Alleco, 665 A.2d 1038). 
Here, Plaintiff asserts that Defendants “confederated and entered into an unlawful agreement and 
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undertaking” to misappropriate trade secrets and for Bawa to breach his fiduciary duties. SAC  ¶¶ 
165-170. Accordingly, Plaintiff must establish a misappropriation of trade secrets and/or breached 
of Bawa’s fiduciary duties to Think Tank. 
Plaintiff’s conspiracy claim fails  as a matter of law . First, a s explained in Part IV.C, 
Plaintiffs fail to present any evidence its trade secrets were misappropriated by any Defendant. 
Second, although as explained in Part IV.A.4. Plaintiff has presented adequate evidence to create 
a genuine dispute as to whether Bawa breached a fiduciary duty in diverting business from Think 
Tank to ITegrity, Plaintiff has identifies no evidence that ITegrity or anyone else entered any 
agreement with Bawa to breach his fiduciary duty or committed any act in furtherance of any such 
agreement. In its opposition brief, Plaintiff simply states that “[t]he factual predicate set forth by 
Think Tank in support of its opposition to the dismissal of its aiding and abetting claim (Count IV) 
also satisfies the elements for conspiracy. Therefore, summary judgment on Count VI should be 
denied.” ECF 116 at 24. To the contrary,  Plaintiff’s aiding-and-abetting claim in Count VI fails 
for the reasons explained in Part IV.B.  Its conspiracy claim fares no better. Accordingly, 
Defendants are entitled to summary judgment on Count VI.  
G. Counts VII and VIII – State and Federal Wiretap Act  
In Counts VII and VIII, Plaintiff claims Bawa and ITegrity violated federal and Maryland 
wiretap laws. SAC ¶¶ 171–181. Defendants argue that the federal and state wiretap statutes each 
require that the alleged wrongdoer “ intercept the electronic communication contemporaneously 
with its transmission by the sender. ” ECF 100- 1 at 29 (citations omitted). Because Plaintiff’s  
wiretap claims here are based on the allegation that Bawa viewed certain of emails after he was 
terminated in January 2022 , Defendants argu e, Bawa did not “contemporaneously” intercept a 
message and thus Bawa and ITegrity are entitled to summary judgment in their favor as to Counts 
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VII and VIII. Id. at 29–30. Plaintiff asserts that Bawa contemporaneously intercepted Think Tank’s 
electronic communications when he accessed its email systems without authorization. ECF 116 at 
25. More specifically, Plaintiff contends that Bawa logged into Think Tank’s email systems 16 
times after he was terminated, and “acquired and intercepted Think Tank’s email communications 
by using the company’s SuperAdmin login credentials to not only access Ms. Kaur’s email, but to 
set up rules so that certain emails would be automatically forwarded to a Gmail address that he 
used for this very purpose.” Id.  
Under the federal statute, 18 U.S.C. §§ 2510–11 , liability attaches when an electronic 
communication is “intercepted.” Maryland’s wiretap statute, Md. Code Ann., Cts. & Jud. Proc. § 
10-401–02, similarly makes it unlawful to “[w] illfully intercept” electronic communication s. 
These statutes share similar provisions , and Maryland courts have construed the m consistently 
with each other . See Diebler v. State , 776 A.2d 657, 663 (Md. 2001) (“ [T]he Maryland wiretap 
law… generally ‘is modeled upon the federal act . . . and extensively tracks its provisions.’ ”) 
(quoting Wood v. State, 431 A.2d 93, 95 (Md. 1981)). Both statutes define “intercept” identically 
as “the aural or other acquisition of the contents of any wire, electronic, or oral communication 
through the use of any electronic, mechanical, or other device.” See 18 U.S.C. § 2511(4) ; Md. 
Code Ann., Cts. & Jud.  Proc. § 10-401(10). Courts interpreting the federal wiretap statute have 
held that that an interception mus t occur “contemporaneously” with the communication’s 
transmission. See Konop v. Hawaiian Airlines, Inc., 302 F.3d 868, 877–88 (9th Cir. 2002) (holding 
that interception requires acquisition “during transmission, not while it is in electronic storage.”); 
Glob. Pol’y Partners, LLC v. Yessin, 686 F. Supp. 2d 631, 634, 638–39 (E.D. Va. 2009) (holding 
that allegations that the defendant accessed his his estranged wife’s work email using her password 
failed to state a Wiretap Act claim he accessed the messages only after they were already stored 
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on a server); Jones v. Twitter, Inc., Civ. No. RDB-20-1963, 2020 WL 6263412, at *4 (D. Md. Oct. 
23, 2020) (citing Konop and Yessin). 
In United States v. Szymuszkiewicz, 622 F.3d 701 (7th Cir. 2010), an IRS employee secretly 
created a Microsoft Outlook “rule” on his supervisor’s account that automatically forwarded every 
e-mail she received to his own inbox. When the supervisor discovered the rule, the employee was 
prosecuted and convicted under the Wiretap Act, 18 U.S.C. § 2511(1)(a). On appeal, the Seventh 
Circuit affirmed his conviction, holding that the auto- forwarding constituted an “interception” of 
electronic communications. The court rejected the argument that no interception occurred because 
the copies were sent after delivery to the supervisor’s inbox; instead, it found that the employer’s 
mail server duplicated each message and delivered a copy to the defendant at the same moment 
(or within the same second) as it delivered the original to the supervisor. Szymuszkiewicz, 622 F.3d 
at 703–06. 
There is record evidence in the instant case to show that, after his termination from Think 
Tank, Bawa accessed its email system on several dates between February 24, 2022, and April 11, 
2022. Kaur Dep. at 178–79. Bawa denies setting up the rule to forward automatically certain emails 
from Kaur’s Think Tank email inbox to the Forwarding Gmail Account, an account with which 
Bawa attests he has no affiliation. ECF 100-12 (Bawa’s Resp. to Req. for Admis. ). But there is 
evidence in the record that Bawa was the only person at with the “super user administrative 
privileges” necessary to set up the forwarding rule. See ECF 116-19 (text chat between Kaur and 
Rackspace technical support).
4 Viewing the evidence in the light most favorable to Plaintiff , the 
Court finds a genuine dispute of material fact  as to whether Bawa accessed Think Tank’s email 
 
4 Defendants argue that Ms. Kaur has given “conflicting accounts of whether she had a superuser 
account by April 2022.” ECF 100-1 at 13 (comparing Kaur Dep at 177:5- 7 with ECF 100-11). Resolving 
this type of factual ambiguity is neither necessary nor proper at this stage.  
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system contemporaneously. Accordingly, summary judgment is denied  as to Plaintiff’s wiretap 
claims against Bawa in Counts VII and VIII. 
However, there is no record evidence to suggest that, in accessing Think Tank’s email 
system, Bawa was acting on behalf of ITegrity or that ITegrity separately committed any violation 
of the federal or state wiretap statutes. Therefore, ITegrity is entitle d to summary judgment on 
Counts VII and VIII. 
H. Counts IX and X – State and Federal Stored Communications Act  
In Counts IX and X of the SAC, Plaintiff asserts claims against Bawa under the federal and 
Maryland Stored Communications Acts. Bawa argues that Plaintiff  cannot establish he accessed 
its communication system “without authorization.”  ECF 100-1 at 33. Specifically, Bawa argues 
that at all times, including to this day, he owns a 49% interest in Think Tank and his “ownership 
rights were not affected by his termination. ” Id. Accordingly, Bawa suggests, his access was 
authorized. Plaintiff argues that  having a 49% ownership interest in the company did  not 
automatically entitle Bawa to access the company’s files and emails. ECF 116 at 26. Rather, “upon 
[Bawa’s] termination as president on January 1, 2022, any authorization to use the account while 
he worked for the company was rescinded.” Id. 
Both the federal and state statutes provide a cause of action for certain statutory violations. 
See 18 U.S.C. § 2707; Md. Code Ann., Cts. & Jud. Proc. § 10-4A-08. To prevail under the federal 
Stored Communications Act, Plaintiff must show that Bawa: “(1) accessed a system through which 
electronic communication service is provided without authorization; (2) obtained a wire or 
electronic communication from the electronic storage system; and (3) acted intentionally. ” 
Skapinetz v. CoesterVMS.com, Inc., Civ. No. PX-17-01098, 2019 WL 2579120, at *3 (D. Md. June 
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24, 2019) (citation omitted); see also 18 U.S.C. § 2701. The Maryland statute “mirrors its federal 
counterpart[.]” Upshur v. State, 56 A.3d 620, 625 (Md. 2012).  
The phrase “without authorization” is not defined in either statute, but the phrase has been 
interpreted in other contexts to mean access “without any permission.” Van Buren v. United States, 
593 U.S. 374, 389 (2021) (interpreting  the Computer Fraud and Abuse Act of 1986 ( “CFAA”)); 
see also Int’l Ass’n of Machinists & Aerospace Workers v. Werner-Masuda, 390 F. Supp. 2d 479, 
495 (D. Md. 2005) (recognizing that the purpose of the Stored Communications Act “was to create 
a cause of action against computer hackers (e.g., electronic trespassers)”) (cleaned up). 
Think Tank’s January 1, 2022, termination letter informed Bawa as follows: “As part of 
your termination, you may not log into any company accounts, including but not limited to emails, 
shared drive, financials, and contracts, without express written consent [.]” ECF 116-18 (Pl. Exh. 
17) at 2 . Thus, Think Tank expressly “ revoked” Bawa’s authority to access Think Tank’s 
electronic accounts. Werner-Masuda, 390 F. Supp. 2d at 497 . Bawa cites no authority to support 
his theory that a minority owner of a company holds unbridled authorization to access t he 
company’s email system, even if expressly prohibited from accessing company electronic 
accounts. Accordingly, summary judgment is denied as to Counts IX and X.  
I. Counts XI and XII – Federal Computer Fraud and Abuse Act 
In Counts XI and XII of the SAC, Plaintiff asserts claims against Bawa and Rossi under 
the CFAA. Defendants argue that Plaintiff’s claim against Rossi is barred by a two-year statute of 
limitations because Think Tank was aware that Rossi retained her Think  Tank-issued laptop at 
least since June 2019, when it issued a preservation letter, but did not file suit until April 2022. 
ECF 100- 1 at 30 (citing 18 U.S.C. §  1030(g)). Further, Defendants argue, there is no record 
evidence that either Bawa or Rossi committed any violation of the statute. Id.  at 30–32. Plaintiff 
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offers no argument and cites no evidence to oppose summary judgment in favor of Bawa and Rossi 
on these claims. As explained above, “a plaintiff who fails to respond to an argument for summary 
judgment is deemed to have abandoned the claim. ” Rodgers, 586 F. Supp. 3d at 448 (collecting 
citations). Plaintiff’s failure to respond to Defendants’ arguments constitutes abandonment of its 
CFAA claims against Bawa and Rossi. Thus, these Defendants are entitled to summary judgment 
on Counts XI and XII. 
V. CONCLUSION 
For the foregoing reasons, Defendants’ Motion for Summary Judgment (ECF No. 100) is 
granted in part and denied in part. The Motion is denied as to Plaintiff’s claim in Count I for breach 
of fiduciary duties against Bawa for directing Plaintiff’s work to ITegrity. The Motion is also 
denied as to Plaintiff’s claims against Bawa in Counts  VII, VIII, IX and X for violations of the 
federal and Maryland Wiretap and Stored Communications Acts. The foregoing claims will 
proceed to trial. In all other respects, the Motion is granted. Summary judgment is entered in favor 
of Bawa on all remaining claims, and summary judgment is entered in favor Rossi and ITegrity on 
all claims asserted against them.  
A separate Order will issue.  
 
   3/31/26                       /S/     
Date      Matthew J. Maddox      
      United States District Judge 
 
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