Aecom Technology Corp. v. Keating (Lawyers Weekly No. 12-15-0170, 11 pp.) (John R. Jolly Jr., Ch.J.) 2012 NCBC 10 Click here to read full-text opinion.
Holding: By alleging that defendant Keating was one of plaintiffs’ corporate officers, plaintiffs have sufficiently alleged that Keating owed plaintiffs a fiduciary duty.
Defendants’ motion to dismiss is denied as to plaintiffs’ breach of fiduciary duty, unfair trade practices, and conspiracy claims. Defendants’ motion to dismiss is granted as to plaintiffs’ misappropriation of trade secrets and tortious interference with contract claims.
Where plaintiffs allege that defendants used “wrongful means” to obtain “confidential commercial information” belonging to plaintiff, including “customer lists, customer contract information, pricing information, and product information,” these sweeping and conclusory allegations fail to identify the trade secrets that defendants are accused of misappropriating with sufficient particularity so as to enable defendants to delineate that which they are accused of misappropriating and a court to determine whether misappropriation has or is threatened to occur. Plaintiffs have failed to state a claim for misappropriation of trade secrets.
Plaintiffs’ breach of fiduciary duty and conspiracy claims also support their unfair trade practices claim.
Where plaintiffs allege that defendants Bradley and GEI Consultants, Inc. worked in combination and agreement with defendant Keating in knowing support of Keating’s breach of his fiduciary duty to plaintiffs, plaintiffs have stated a civil conspiracy claim.
In support of their tortious interference with contract claim, plaintiffs allege only that defendants have solicited plaintiffs’ customers, encouraged them to terminate and/or breach their contracts with plaintiff, and attempted to transition plaintiffs’ customers and projects to GEI, plaintiffs fail to allege that defendants actually interfered with existing or prospective contracts, and plaintiffs do not identify any specific contracts or customers that were lost. Plaintiffs have failed to state a claim for tortious interference.
Defendants’ motion to dismiss is granted in part and denied in part.