United States District Court, D. Colorado
M.M.A. DESIGN, LLC, Plaintiff,
CAPELLA SPACE CORPORATION, and THOMAS J. HARVEY, Defendants.
OPINION AND ORDER DENYING MOTION TO DISMISS
S. Krieger Senior United States District Judge.
MATTER comes before the Court pursuant to Defendant
Capella Space Corporation's (“Capella”)
Motion to Dismiss (# 32), Plaintiff M.M.A.
Design, LLC's (“MMA”) response (#
38), and Capella's reply (#
Complaint (# 2) in this matter is lengthy
and rife with unnecessary detail, but the basic contours of
MMA's claims are straightforward. MMA is a business
involved in the design and manufacture of solar arrays and
antennas used on satellites. MMA was owned by Defendant
Thomas J. Harvey and two other individuals.
early 2016, Capella, a company engaged in the manufacture,
launch, and operation of satellites, contacted MMA about
designing and building satellites that Capella would deploy.
As discussions progressed, and the entities shared more
detailed information, they entered into a Confidentiality
Agreement. Under this Agreement, Capella promised that it
would only use MMA's proprietary information and trade
secrets for the purpose of “evaluating the feasibility
of a business relationship with MMA and performing its
obligations and exercising its rights under any such business
relationship that is agreed to between the parties.”
summer of 2016, MMA developed specifications for a satellite
antenna to meet Capella's needs. ¶ 82. MMA alleges that
the specifications constitute proprietary information
belonging to MMA. ¶ 83. MMA also alleges that Capella
sent MMA's specifications to MMA's competitors, and
invited them to submit bids to produce and supply an antenna
with such specifications. ¶ 85. MMA also alleges that it
provided a proposal to Capella for an antenna, again
disclosing substantial amounts of MMA's proprietary and
trade secret information. ¶ 92.
these negotiations, Mr. Harvey's relationship with MMA
became strained for various reasons. MMA alleges that one
reason was that Mr. Harvey formed a separate consulting
business that competed directly with MMA. Mr. Harvey resigned
from MMA's employment in August 2016, but he retained
partial ownership in the company. Ultimately, litigation
ensued between Mr. Harvey and MMA's other owners over
whether Mr. Harvey breached fiduciary duties to MMA. In
September 2016, Capella requested MMA to produce the antenna
it had proposed at a dramatically lower price than Capella
had committed to pay. MMA contends that Capella did so with
the intention of sabotaging any business relationship with
MMA. ¶ 117. Sometime thereafter, Capella and Mr. Harvey
agreed that Mr. Harvey would consult directly with Capella to
design and deploy the antenna. ¶ 123. Mr. Harvey
explained to Capella that he would “need to recreate
the IP that I did at MMA” and would attempt to
“find a way around the MMA patent” that covered
the technology in question. ¶ 132, 134. MMA contends
that Mr. Harvey appropriated proprietary testing protocols
that belonged to MMA and used them with Capella, and that the
antenna that Mr. Harvey designed for Capella incorporated a
variety of MMA's trade secrets and proprietary
information. ¶ 138-146.
on these facts, MMA asserts the following claims against
Capella: (i) breach of contract, in that Capella breached the
terms of the Confidentiality Agreement by disclosing
MMA's proprietary and trade secret information to others
and by using that information for the purpose of designing
its own antenna to the exclusion of MMA; (ii)
misappropriation of trade secrets in violation of the Federal
Defend Trade Secrets Act (“FDTSA”), 18 U.S.C.
§ 1836; (iii) misappropriation of trade secrets in
violation of the Colorado Uniform Trade Secrets Act
(“CUTSA”), C.R.S. § 7-74-101 et
seq.; (iv) common law unfair competition, apparently
under Colorado law, in that Capella (in concert with Mr.
Harvey) misappropriated MMA's proprietary information for
its own benefit; and (v) common law unjust enrichment,
apparently under Colorado law, based on the same facts.
moves (# 32) to dismiss MMA's claims,
arguing: (i) as to the contract claim, that the Complaint
fails to allege facts sufficient to demonstrate Capella's
breach of the Confidentiality Agreement or injuries sustained
by MMA because of any breach; (ii) as to the federal and
state trade secret claims, the Complaint fails to allege
facts showing Capella's misappropriation of any trade
secrets; and (iii) as to the common law claims, such claims
are preempted by CUTSA and Colorado's Economic Loss Rule.
Standard of review
reviewing a motion to dismiss pursuant to Rule 12(b)(6), the
Court must accept all well-pleaded allegations in the Amended
Complaint as true and view those allegations in the light
most favorable to the nonmoving party. Stidham v. Peace
Officer Standards & Training, 265 F.3d 1144, 1149
(10th Cir. 2001) (quoting Sutton v. Utah State Sch. for
the Deaf & Blind, 173 F.3d 1226, 1236 (10th Cir.
1999)). The Court must limit its consideration to the four
corners of the Amended Complaint, any documents attached
thereto, and any external documents that are referenced in
the Amended Complaint and whose accuracy is not in dispute.
Oxendine v. Kaplan, 241 F.3d 1272, 1275 (10th Cir.
2001); Jacobsen v. Deseret Book Co., 287 F.3d 936,
941 (10th Cir. 2002); Dean Witter Reynolds, Inc. v.
Howsam, 261 F.3d 956, 961 (10th Cir. 2001).
is subject to dismissal if it fails to state a claim for
relief that is “plausible on its face.”
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). To make
such an assessment, the Court first discards those averments
in the Complaint that are merely legal conclusions or
“threadbare recitals of the elements of a cause of
action, supported by mere conclusory statements.”
Id. at 678-79. The Court takes the remaining,
well-pleaded factual contentions, treats them as true, and
ascertains whether those facts (coupled, of course, with the
law establishing the requisite elements of the claim) support
a claim that is “plausible” or whether the claim
being asserted is merely “conceivable” or
“possible” under the facts alleged. Id.
What is required to reach the level of
“plausibility” varies from context to context,
but generally, allegations that are “so general that
they encompass a wide swath of conduct, much of it innocent,
” will not be sufficient. Khalik v. United Air
Lines, 671 F.3d 1188, 1191 (10th Cir. 2012).
Breach of ...