United States District Court, D. Delaware
ZOPPAS INDUSTRIES de MEXICO, S.A. de C.V., Plaintiffs,
BACKER EHP INC. d/b/a BACKER-SPRINGFIELD, INC., Defendant.
REPORT AND RECOMMENDATION
CHRISTOPHER J. BURKE UNITED STATES MAGISTRATE JUDGE.
before the Court is a motion filed pursuant to Federal Rule
of Civil Procedure 12(b)(6) by Defendant Backer EHP Inc.
d/b/a/ Backer-Springfield, Inc. ("Backer" or
"Defendant") seeking dismissal of Plaintiff Zoppas
Industries de Mexico, S.A. de C.V.'s ("Zoppas"
or "Plaintiff) Complaint alleging trade secret
misappropriation and unjust enrichment (the
"Motion"). (D.I. 7) For the reasons that follow,
the Court recommends that the Motion be DENIED-IN-PART and
filed its Complaint on October 29, 2018. (D.I. 1) Defendant
filed the instant Motion on December 19, 2018, (D.I. 7), and
the Motion was fully briefed as of February 7, 2019, (D.I.
13). On October 7, 2019, the Motion was referred to the Court
by United States District Judge Colm F. Connolly. (D.I. 15)
Thereafter, at Plaintiffs request, (D.I. 14), the Court held
oral argument on the Motion on December 3, 2019, (D.I. 17).
Court will detail the relevant factual background relating to
the Motion below in Section III of this Report and
STANDARD OF REVIEW
presented with a Rule 12(b)(6) motion to dismiss for failure
to state a claim, a court conducts a two-part analysis.
Fowler v. UPMC Shadyside, 578 F.3d 203, 210 (3d Cir.
2009). First, the court separates the factual and legal
elements of a claim, accepting "all of the
complaint's well-pleaded facts as true, but
[disregarding] any legal conclusions." Id. at
210-11. Second, the court determines "whether the facts
alleged in the complaint are sufficient to show that the
plaintiff has a 'plausible claim for relief"
Id. at 211 (quoting Ashcroft v. Iqbal, 556
U.S. 662, 679 (2009)). "A claim has facial plausibility
when the plaintiff pleads factual content that allows the
court to draw the reasonable inference that the defendant is
liable for the misconduct alleged." Iqbal, 556
U.S. at 678.
assessing the plausibility of a claim, the court must
"construe the complaint in the light most favorable to
the plaintiff, and determine whether, under any reasonable
reading of the complaint, the plaintiff may be entitled to
relief." Fowler, 578 F.3d at 210 (quoting
Phillips v. Cnty. of Allegheny, 515 F.3d 224, 233
(3d Cir. 2008)). As such, a well-pleaded complaint may not be
dismissed simply because "it strikes a savvy judge that
actual proof of [the alleged] facts is improbable, and that a
recovery is very remote and unlikely." Bell Atl.
Corp. v. Twombly, 550 U.S. 544, 556 (2007) (internal
quotation marks and citation omitted). Determining whether a
claim is plausible is '"a context-specific task that
requires the reviewing court to draw on its judicial
experience and common sense.'" Fowler, 578
F.3d at 211 (quoting Iqbal, 556 U.S. at 679).
Complaint, Plaintiff asserts the following claims: (1) a
claim for Misappropriation of Trade Secrets under the Federal
Defend Trade Secrets Act of 2016 ("DTSA"), 18
U.S.C. § 1836, et seq. (the "First Cause
of Action"); (2) a claim for Misappropriation of Trade
Secrets under the Tennessee Uniform Trade Secrets Act
("TUTSA"), Term. Code Ann. § 47-25-1702,
et seq. (the "Second Cause of Action");
and (3) a state law claim for Unjust Enrichment (the
"Third Cause of Action"). (D.I. 1 at ¶¶
43-60) With its Motion, Defendant argues that each of these
three claims should be dismissed. (D.I. 8)
response, Plaintiff did not contest Defendant's Motion
with regard to the Unjust Enrichment claim in the Third Cause
of Action, (D.I. 12), and thus, the Court recommends that
this claim be dismissed. Plaintiff did contest Defendant's
Motion as it relates to the other two claims (the "Trade
Secret claims"). Thus, the Court will address those two
regard to the Trade Secret claims, the legal elements for the
two causes of action are essentially the same. See Great
Am. Opportunities, Inc. v. Cherry Bros., LLC, No.
3:17-cv-1022, 2018 WL 418567, at *3 (M.D. Term. Jan. 16,
2018) ("The requirements for establishing
misappropriation of a trade secret are largely the same under
the DTSA and the [TUTSA]."); see also (D.I. 8
at 3-4; D.I. 12 at 4). The DTSA and the TUTSA define a
"trade secret" as, inter alia.,
"technical" and other information that
"derives independent economic value . . . from not being
generally known to, and not being readily ascertainable
through proper means by, another person who can obtain
economic value from the disclosure or use of the
information" and whose owner "has taken reasonable
measures to keep such information secret[.]" 18 U.S.C.
§ 1839(3); see also Term. Code Arm. §
47-25-1702(4) (defining "[t]rade secret" in a
materially similar way). Both statutes also define
"misappropriation" of a trade secret to be:
(A) acquisition of a trade secret of another by a person who
knows or has reason to know that the trade secret was