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Taxinet, Corp. v. Leon

United States District Court, S.D. Florida, Miami Division

July 10, 2018

TAXINET, CORP., Plaintiff,



         Plaintiff, Taxinet, Inc., filed this case against Santiago Leon, alleging he used Plaintiffs confidential business information, and cut it out of a deal to provide a mobile taxi hailing service in Mexico City. Defendant has moved to dismiss the 8-count complaint alleging the bulk of the counts in the complaint are premised on misappropriation of trade secrets. Plaintiffs complaint, fails to identify the specific technologies or information Defendant inappropriately used. The complaint also fails to sufficiently allege what measures Taxinet took to protect that information. Both are elements needed to state a claim for misappropriation of a trade secrets. In addition to the pleading deficiencies, the Florida Uniform Trade Secrets Act also preempts several of Plaintiffs tort claims, as pled, because they substantively rely on factual allegations of misappropriation of trade secrets.

         The Court also finds the tortious interference claim is insufficient. It lacks allegations that Defendant used improper means to induce the Mexican government not to contract with Plaintiff. It must make those allegations to survive a motion to dismiss. The Court also dismisses the unjust enrichment claim because it lacks an independent basis of recovery, separate from the Defendant's alleged wrongdoing. Finally, the constructive trust count should be dismissed as it is not a cause of action, but rather an equitable remedy. Accordingly, the Court grants the motion to dismiss and grants Plaintiff leave to amend the complaint consistent with this order.

         THIS CAUSE came before the Court upon Defendant's Motion to Dismiss (D.E. 38), filed on.

         THE COURT has considered the motion, the response, the pertinent portions of the record, and being otherwise fully advised in the premises, it is

         ADJUDGED that the motion is GRANTED. Plaintiff may file an amended complaint consistent with this Order by no later than July 24, 2018.

         I. Background

         Plaintiff, Taxinet Corp., brings this suit against Defendant Santiago Leon, whom Plaintiff claims misappropriated Plaintiffs trade secrets and entered a business deal with the Mexican government to the exclusion of the Plaintiff. Leon contracted with Mexico City's local government to provide a mobile phone application, which allows passengers to hail taxis in the city.

         Defendant Leon testified he learned of the opportunity to provide services to the Mexican government, and that Plaintiffs principal, Luis Noboa, approached him to partner for the opportunity. Plaintiff had developed a similar platform for use in Ecuador, but the software application would need to be modified for use in Mexico City. Pedro Domit, introduced Leon and Noboa in the summer of 2015 to explore developing a joint business to provide Plaintiff Taxinet's services in Mexico.

         Plaintiff alleges it disclosed to Leon "confidential processes, techniques, software applications, and business characteristics." Defendant asserts in moving to dismiss that Taxinet claims it disclosed "confidential information" to it in the presence of Mexican government officials in Mexico City in August 2015. Taxinet also states that it shared technology with Leon's technology team. The parties did not have a confidentiality or non-disclosure agreement.

         According to the Plaintiff, the parties agreed on forming a Mexican corporation and agreed to their respective ownership interests. The parties never entered into any written business agreement. In October 2015, Taxinet attempted to memorialize a business agreement with Leon and at that point, requested Leon sign a non-disclosure agreement. Leon never signed a business or a non-disclosure agreement. Taxinet alleges that ultimately, Defendant Leon excluded it from participating in the joint venture.

         Taxinet's complaint contains eight claims.[1] Defendant moves to dismiss arguing Taxinet has not properly pled a trade secret. He also argues that Florida Statute § 688.008, Florida's Uniform Trade Secret Act (FUTSA), preempts the claims for fraud and fraudulent inducement (Count I), conversion (Count II), Florida's Deceptive and Unfair Trade Practices Act (FDUTPA)(Count IV), and promissory estoppel (Count VII). Defendant moves to dismiss the tortious interference claim because he is a party to the relationship with which he allegedly interfered and because Taxinet's relationship with Mexico was purely speculative. He also asserts that the FDUTPA claim fails because Taxinet lacks standing and failed to allege actual damages. Finally, Defendant moves to dismiss the Constructive Trust (Count VI) claim asserting it is not a recognized cause of action, and the unjust enrichment claim arises from a wrongdoing for which there is a separate basis for recovery.

         II. Legal Standard

         "To survive a motion to dismiss, plaintiffs must do more than merely state legal conclusions," instead plaintiffs must "allege some specific factual basis for those conclusions or face dismissal of their claims." Jackson v. Bell South Telecomm., 372 F.3d 1250, 1263 (11th Cir. 2004). When ruling on a motion to dismiss, a court must view the complaint in the light most favorable to the plaintiff and accept the plaintiffs well-pleaded facts as true. See St. Joseph's Hosp., Inc. v. Hosp. Corp. of Am., 795 F.2d 948, 953 (11th Cir. 1986). This tenet, however, does not apply to legal conclusions. See Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949 (2009). Moreover, "[w]hile legal conclusions can provide the framework of a complaint, they must be supported by factual allegations." Id. at 1950. Those "[f]actual allegations must be enough to raise a right to relief above the speculative level on the assumption that all of the complaint's allegations are true." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 545 (2007). In short, the complaint must not merely allege a misconduct, but must demonstrate that the pleader is entitled to relief. See Iqbal, 129 S.Ct. at 1950.

         III. Analysis

         A. Misappropriation of a Trade Secret The motion to dismiss seeks dismissal of the entire complaint arguing the Plaintiff has failed to identify its trade secrets or confidential information. Defendant argues all the claims are tied to those trade secrets or ...

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