The case of Bureau Veritas Commodities and Trade, Inc. v. Cotecna Inspection SA, No. 4:21-CV-00622, 2022 WL 912781 (S.D. Tex. 2022) dealt with the application of Federal Rule of Civil Procedure 12(b)(6) to claims under the Defend Trade Secrets Act (DTSA) and the Texas Uniform Trade Secrets Act (TUTSA). Ultimately, the Southern District of Texas determined that the Plaintiff successfully plead a claim under DTSA and TUTSA. In reaching this conclusion, the court determined that the Plaintiff was not required to plead detailed descriptions of its trade secret in a public complaint, especially without a court order in place.
Bureau Veritas Commodities and Trade, Inc. (Bureau) sued Cotecna Inspection SA (Cotecna) for violations of DTSA and TUTSA. In its petition, Bureau alleged that Cotecna planned to poach several of Bureau’s high-level employees for the purpose of misappropriating Bureau’s trade secrets. According to Bureau, Cotecna’s global Chief Executive Officer conspired with Bureau’s most senior leader in its Metals and Minerals (M&M) division to allow Cotecna to hire several of Bureau’s key employees. Bureau claimed that these hirings helped Cotecna to compete with Bureau’s M&M division and allowed Cotecna to misappropriate Bureau’s trade secrets.
Cotecna’s alleged actions were the impetus of Bureau’s lawsuit. In response to Bureau’s petition, Cotecna filed a motion to dismiss asserting, among other things, that Bureau failed to state a claim under Federal Rule of Civil Procedure 12(b)(6). Specifically, Cotecna claimed that Bureau failed to identify any trade secret and that the categories of alleged trade secrets that Bureau did allege, were overly broad and vague. In its analysis, the court acknowledged that DTSA’s and TUTSA’s definition of a trade secret are identical. The court noted that both statutes define a trade secret as information that (1) the owner of the information has taken reasonable means to protect the secrecy of the information; and (2) the information has independent economic value from not being generally known by the public.
In its DTSA claim, Bureau asserted that the following information was a trade secret: “its profit and loss information, financial information, business plans, strategic growth strategies, sales information, operational weaknesses, marketing strategies, customer information, pricing, pricing strategies, sales volume, operational plans, employee compensation, vendor and contractor information, testing procedures, certificates, and laboratory technology.” In its TUTSA claim, Bureau asserted that the following were trade secrets: “M&M Division financial information, operational processes, pricing, customer lists, customer contact information, sales strategies, growth strategies, laboratory technology, laboratory equipment lists, employee compensation information, and contractor information.”
The court determined that Bureau sufficiently plead the existence of a trade secret. In denying Cotecna’s claim, the court held that Bureau was not required to disclose all of the details regarding its alleged trade secrets in a public complaint. The court reasoned that without a protective order in place, requiring Bureau to plead more details about its alleged trade secrets would defeat the purpose of attempting to protect its trade secret. Ultimately, the court denied Cotecna’s motion to dismiss for failure to state a claim.
In the alternative, Cotecna made a motion for a more definite statement. In this motion, Cotecna asserted that Bureau is required to “identify whether the information allegedly misappropriated was intangible, and electronic file, or a document.” Additionally, Cotenca asserted the following:
if the information is intangible, it should be described with sufficient particularity to enable each individual defendant to determine exactly what the information is. If the information is an electronic file or printed document, Bureau Veritas should be required to identify the specific file or document by name and date or other characteristic sufficient to provide notice . . . as to identity of the file or document.
The court also denied Cotenca’s motion for a more definite statement. The court reasoned that holding Bureau to Contenca’s alleged standards would present an “impermissibly high standard” at an early stage within the lawsuit. The court further reasoned that the existence of Bureau’s alleged trade secret could be further developed with additional discovery.