United States District Court, D. New Hampshire
Fulton Broemer, Esq. Matthew R. Johnson, Esq. Mark B. Rosen,
N. LAPLANTE, UNITED STATES DISTRICT JUDGE.
trade-secrets case involves the adequacy of factual
allegations in a complaint, as well as preemption under the
New Hampshire Uniform Trade Secrets Act
(“NHUTSA”) and the heightened pleading
requirements of Rule 9(b). Plaintiff Micronics Filtration
Holdings, Inc. brought this suit against two former Micronics
sales executives, Tim Miller and Peter Kristo, and the
competing business they have formed, Pure Filtration, LLC.
Micronics alleges that the defendants have misappropriated
its trade secrets and confidential information, disparaged
Micronics to third parties, and violated other contractual
obligations. Micronics' amended complaint brings a
federal claim under the Defend Trade Secrets Act
(“DTSA”), a claim under the NHUTSA, and several
other state law claims.
court has subject-matter jurisdiction over this action under
28 U.S.C. § 1331 (federal question) in light of the
plaintiff's DTSA claim, and over plaintiffs'
state-law claims under § 1367 (supplemental
jurisdiction). Defendants have moved to dismiss all claims.
After oral argument, the court grants this motion in part and
denies it in part. Specifically, the court denies
defendants' motion with respect to Micronics' trade
secret claims under the DTSA and the NHUTSA and its claims
for breach of contractual confidentiality agreements against
Miller and Kristo. But claims for intentional interference
with contractual relations and violation of the New Hampshire
Consumer Protection Act (“NHCPA”) are dismissed
because of a combination of NHUTSA preemption and failure to
meet the heightened pleading requirements of Rule 9(b) for
claims sounding in fraud. And claims for defamation and
breach of employee non-solicitation provisions are also
dismissed because the allegations in the amended complaint
are insufficient to state these claims.
Applicable legal standard
pleading that states a claim for relief must contain, ”
among other things, “a short and plain statement of the
claim showing that the pleader is entitled to relief.”
Fed.R.Civ.P. 8(a)(2). To satisfy this requirement, a
plaintiff must include “factual content that allows the
court to draw the reasonable inference that the defendant is
liable for the misconduct alleged.” Martinez v.
Petrenko, 792 F.3d 173, 179 (1st Cir. 2015) (quoting
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). In
other words, the complaint must “contain sufficient
factual matter, accepted as true, to state a claim to relief
that is plausible on its face.” SEC v.
Tambone, 597 F.3d 436, 442 (1st Cir. 2010) (quoting
Iqbal, 556 U.S. at 678).
Rule 12(b)(6) stage, the court must “take the
complaint's well-pleaded facts as true, ” and
“draw all reasonable inferences in the plaintiffs'
favor.” Barchock v. CVS Health Corp., 886 F.3d
43, 48 (1st Cir. 2018). But “[w]ell-pleaded facts must
be ‘non-conclusory' and
‘non-speculative.'” Id. “If
the factual allegations in the complaint are too meager,
vague, or conclusory to remove the possibility of relief from
the realm of mere conjecture, the complaint is open to
dismissal.” Id. (quoting Iqbal, 556
U.S. at 678).
outside of the pleadings are generally not considered in
ruling on a motion to dismiss. Flores v. OneWest
Bank, F.S.B., 886 F.3d 160, 167 (1st Cir. 2018). The
court may, however, consider documents attached to or
explicitly incorporated in the complaint, and “narrow
exceptions [exist] for documents the authenticity of which
are not disputed by the parties; for official public records;
for documents central to plaintiffs' claim; or for
documents sufficiently referred to in the complaint.”
Id. (quoting Watterson v. Page, 987 F.2d 1,
3 (1st Cir. 1993)).
Trade secret claims
brings both federal and state claims for trade secret
misappropriation under the DTSA and the NHUTSA. The parties
agree that the requirements to state a claim under the DTSA
and the NHUTSA are not meaningfully different for this case
and have argued the claims together. For the reasons set forth on
the record at the hearing, Micronics has stated claims under
both statutes and the motion to dismiss is denied as to these
also brings several state-law claims under the following
theories: (1) intentional interference with existing
contractual relations; (2) violation of the NHCPA; (3)
confidentiality-related breach of contract; (4)
employee-solicitation-related breach of contract; and (5)
defamation. The defendants move to dismiss these claims for
failure to state a claim. As discussed below, Micronics has
pleaded factual allegations such that it states a claim for
confidentiality-related breach of contract, but not for
intentional interference with contractual relations,
violation of the NHCPA, employee-solicitation-related breach
of contract, or defamation.
Intentional interference with existing contractual
New Hampshire law:
To establish liability for intentional interference with
contractual relations, a plaintiff must show: (1) the
plaintiff had an economic relationship with a third party;
(2) the defendant knew of this relationship; (3) the
defendant intentionally and improperly interfered with this
relationship; and (4) the plaintiff was damaged by such
Hughes v. N.H. Div. of Aeronautics, 152 N.H. 30,
40-41 (2005); Greenwood ex rel. Estate of Greenwood v.
N.H. Pub. Utils. Comm'n, 527 F.3d 8, 14 (1st Cir.
2008). “Mere interference, in itself, is legally
insufficient to state a claim. Rather, ‘[o]nly improper
interference is deemed tortious in New Hampshire.'”
Kitty v. Worth Development Corp., 184 Fed.Appx. 17,
19 (1st Cir. 2006) (quoting Roberts v. Gen. Motors
Corp., 138 N.H. 532, 540 (1994)).
alleges that it has existing economic and contractual
relations with “customers, consultant, and vendors,
” and that defendants were aware of these relations
though Miller and Kristo's employment with
Micronics. It further alleges that defendants
intentionally and improperly interfered with these relations
“by maliciously reporting to Micronics' customers,
consultants, and vendors, that Micronics was going out of
business and could no longer satisfy its existing or future
contractual obligations” and by “wrongfully
leveraging Micronics' customers, consultants, and
vendors, to move their business to Pure Filtration.”
Drawing all reasonable inferences in Micronics' favor,
then, it alleges two means by which defendants improperly
interfered: misuse of confidential information and deceptive
statements to customers, vendors, and consultants. Micronics
also specifically alleges interference in its relationships
with consultants Dewatering Solutions and Ferotex and vendors
Ishigaki and JVK. But it does not provide any additional
specifics on how the alleged interference with these specific
customers was improper. The only means of improper
interference Micronics alleges are misuse of confidential
information and deceptive statements. But neither alleged
means ultimately allows Micronics to state a claim for
Misuse of confidential information
attempts to base an intentional interference claim on the
misuse of trade secrets or other confidential information.
But the NHUTSA preempts tort claims relying on misuse of
confidential information. The NHUTSA “displaces
conflicting tort, restitutionary, and other law of this state
providing civil remedies for misappropriation of a trade
secret.” N.H. Rev. Stat. Ann. § 350-B:7. It
provides exceptions only for:
(a) Contractual remedies, whether or not based upon
misappropriation of a trade secret;
(b) Other civil remedies that are not based upon
misappropriation of a trade secret; or
(c) Criminal remedies, whether or not based upon
misappropriation of a trade secret.
Id. This provision “preempts claims that are
based upon the unauthorized use of information, regardless of
whether that information meets the statutory definition of a
trade secret.” Mortg. Specialists, Inc. v.
Davey,153 N.H. 764, 777 (2006); Wilcox Indus. Corp.
v. Hansen,870 F.Supp.2d 296, 303 (Barbadoro, J.)
(“Claims based on unauthorized use of confidential