PUBLISHED

UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT

No. 21-2182

ADNET, INC.,

Plaintiff – Appellant,

v.

ROHIT SONI; LAURA BARR; JASON LAIRD,

Defendants – Appellees.

Appeal from the United States District Court for the Eastern District of Virginia, at Alexandria. Michael Stefan Nachmanoff, District Judge. (1:21-cv-00130-MSN)

Argued: January 26, 2023 Decided: April 27, 2023

Before WILKINSON, AGEE and WYNN, Circuit Judges.

Reversed in part, vacated in part, and remanded by published opinion. Judge Agee wrote the opinion, in which Judge Wilkinson and Judge Wynn joined. Judge Wilkinson wrote a concurring opinion.

ARGUED: James Yarnell Boland, VENABLE LLP, Tysons Corner, Virginia, for Appellant. Palak Vinod Patel, JAYARAM LAW, Chicago, Illinois, for Appellees. ON BRIEF: Nicholas M. DePalma, Caleb E. McCallum, VENABLE LLP, Tysons Corner, Virginia, for Appellant. Vivek Jayaram, Elizabeth Austermuehle, Zahreen Ghaznavi, Michael Nosanchuk, JAYARAM LAW, Chicago, Illinois, for Appellees. USCA4 Appeal: 21-2182 Doc: 41 Filed: 04/27/2023 Pg: 2 of 25

AGEE, Circuit Judge:

While working for Adnet, Inc. (“Adnet”), Rohit Soni, Laura Barr, and Jason Laird

(collectively, “Defendants”) learned of a subcontract that Adnet was attempting to win.

Thereafter, Defendants, through their own company, submitted a bid for that same

subcontract. After Defendants won the subcontract, Adnet brought claims against them

for breach of the duty of loyalty, tortious interference with a business relationship, and

business conspiracy. The district court granted Defendants’ motion for summary

judgment, concluding that Defendants did not compete against Adnet, that Adnet did not

have a business expectancy in the subcontract, and that, without proof of an underlying

tort, there was no business conspiracy. Adnet appeals. For the following reasons, we

reverse in part and vacate in part the district court’s grant of summary judgment and

remand for further proceedings.

I.

In August 2016, the Army awarded Adnet a contract to develop certain computer

software. Adnet hired Soni and Barr as employees and Laird as an independent contractor

to work on that software. Defendants were not subject to any restrictive covenants. On

October 23, 2018, while employed by Adnet, Defendants incorporated their own

company, RoLaJa, LLC (“RoLaJa”).

Adnet’s contract with the Army was set to expire, with no option to renew, on

August 31, 2020. After that date, the Army planned to transition the software-

development work to General Dynamics Information Technology (“GDIT”). The Army

2 USCA4 Appeal: 21-2182 Doc: 41 Filed: 04/27/2023 Pg: 3 of 25

was not allowed to direct GDIT on how to meet the deliverables required for the contract,

but informed GDIT that four qualified individuals were necessary to perform the software

work and that Adnet was the incumbent currently performing the work.

On June 12, 2020, GDIT contacted Adnet to schedule a meeting to discuss

“potential teaming” on the new contract. J.A. 68. After the meeting, GDIT’s Program

Senior Director, Karen Knickerbocker, emailed Adnet, stating that she “definitely s[aw]

the benefit of having Adnet as part of [GDIT’s] team going forward” and planned to

initiate “the process” with GDIT’s

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