Nos. 23-1193/23-1289 ___________________________

Jacam Chemical Company 2013, LLC

Appellant/Cross-Appellee

v.

Arthur H. Shepard Jr.

Appellee

GeoChemicals, LLC

Appellee/Cross-Appellant ____________

Appeal from United States District Court for the District of North Dakota ____________

Submitted: February 15, 2024 Filed: May 17, 2024 ____________ Before BENTON, GRASZ, and STRAS, Circuit Judges. ____________ GRASZ, Circuit Judge.

These appeals come from multiple lawsuits that Jacam Chemical Company 2013, LLC (Jacam) filed against its competitor GeoChemicals, LLC and GeoChemicals’s employees. This particular lawsuit centers on Arthur Shepard Jr., a former Jacam employee who went to work for GeoChemicals. Jacam sued both Shepard and GeoChemicals. GeoChemicals and Shepard both countersued Jacam. The parties filed competing motions for summary judgment. After granting a declaratory judgment to Shepard, concluding that he owed no contractual obligations to Jacam, the district court1 dismissed Jacam’s and GeoChemicals’s remaining claims. Both Jacam and GeoChemicals appeal aspects of the district court’s decision. We affirm the district court.

I. Background

In 2008, Shepard began working for Jacam’s predecessor company, Jacam Chemical Co. (Old Jacam). Old Jacam was headquartered in Kansas, while Shepard worked from an office in North Dakota. Old Jacam had a sister company managing its payroll, HCS, LLC, which directed Shepard to sign an employee agreement (the HCS Agreement). HCS and Old Jacam wanted Shepard to accept various restrictive covenants, including a non-solicitation agreement, a non-disclosure agreement, and a non-compete agreement. In consideration for signing, the HCS Agreement offered Shepard “the opportunity to participate in an Equity Plan in [Old Jacam] upon signing this Agreement.” Shepard signed the HCS Agreement.

In 2013, Old Jacam’s owner, Gene Zaid, sold Old Jacam to CES Energy Solutions Corp., a Canadian corporation. Via an Asset Purchase Agreement, CES bought all Old Jacam’s assets for $240 million. CES created Jacam as the legal entity that inherited all Old Jacam assets. The agreement called for Old Jacam to fire all employees (including Shepard) before the agreement’s closing date, March 1, 2013, and then to rehire those employees effective as of the closing date. Thus, Old Jacam terminated Shepard at “midnight on February 28, 2013.” Shepard accepted Jacam’s emailed offer to rehire him starting March 1, 2013, offering him

1 The Honorable Daniel L. Hovland, United States District Judge for the District of North Dakota. -2- employment “in all the same ways (position/role, title, compensation, benefits, and all other employment terms) that [he] enjoyed as a JACAM employee[.]” Jacam also claims to have paid Shepard a $90,000 retention payment to keep him as an employee of Jacam.

While working for Jacam, Shepard signed various versions of CES’s Code of Business Conduct handbooks (Conduct Code). The Conduct Code outlined CES’s “expectations and guidelines in the conduct of its business” and the various duties owed by CES employees. For example, the 2015 Conduct Code required employees to “maintain the confidentially of information entrusted to them” and this duty purportedly continued “even beyond termination of employment[.]”

For Shepard, “termination of employment” came in April 2019, when Jacam managers asked him to a cof