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Rule 8 and “Fair Notice” under Twombly/Iqbal: Motion to Dismiss Breach of Contract and Trade Secret Misappropriation Claims GRANTED-IN-PART

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In Eastman Chemical Co. v. Alphapet Inc., et al., C.A. No. 09-971-LPS-CJB (D. Del. Nov. 10, 2011), Judge Burke granted-in-part the defendants’ motion to dismiss claims for breach of contract and trade secret misappropriation. The plaintiff filed an amended complaint against the defendants for patent infringement, breach of contract and trade secret misappropriation. Id. at 1. Regarding the breach of contract and trade secret misappropriation claims, the plaintiff alleged that, at the direction of the defendants, certain former employees improperly disclosed confidential, proprietary and trade secret information relating to a manufacturing technology owned by the plaintiff and subject to a license agreement. Id. at 2-3. The defendants moved to dismiss these claims pursuant to Fed. R. Civ. P. 12(b)(6). Id. at 1. In their motion, the defendants argued that the plaintiff’s claim for trade secret misappropriation should be dismissed because it failed to satisfy the notice pleading standard of Rule 8. Id. at 6. The defendants further argued that the claim for breach of contract should be dismissed because: (1) not all of the defendants were parties to the alleged license agreement at issue; (2) the plaintiff had failed to sufficiently plead breach of contract; and because (3) the plaintiff had failed to identify any implied contractual provision that might support an implied breach of contract claim. Id. at 18-19. The Court granted-in-part defendants’ motion by dismissing without prejudice the breach of contract claim asserted against one of the defendants and the claim for breach of any implied contractual provisions against all of the defendants. Id. at 2. The Court denied the defendants’ motion in all other respects. Id. at 2. In denying the defendants’ motion with respect to the trade secret misappropriation claim, the Court concluded that the claim was sufficiently pled under the standards of Rule 8 and that the defendants had “been given sufficient factual information to provide adequate notice of the plausible grounds for [p]laintiff’s misappropriation claim under the Twombly/Iqbal standard. Id. at 9. The Court noted that under Rule 8, “even if a complaint is somewhat ‘lacking in specificity,’ that is not a reason to dismiss the complaint, unless that lack of specificity deprives the defendants of fair notice of the claim itself.” Id. at 14 (citation omitted). Regarding the implied breach of contract claim, the Court concluded that the plaintiff “failed to identify any implied contractual term that should be read into the [license agreement at issue], and . . . likewise failed to state a claim for breach of any such implied provision.” Id. at 28-29.


Eastman Chemical Co. v. Alphapet Inc., et al., C.A. No. 09-971-LPS-CJB (D. Del. Nov. 10, 2011)

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