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Developmental Technologies, LLC v. Mitsui Chemicals, Inc.

United States District Court, M.D. Florida, Tampa Division

October 29, 2019

DEVELOPMENTAL TECHNOLOGIES, LLC, a Florida limited liability company, Plaintiff,
v.
MITSUI CHEMICALS, INC., a foreign corporation, and MITSUI CHEMICALS AMERICA, INC., a foreign corporation, Defendants.

          ORDER

          JAMES D. WHITTEMORE United States District Judge

         BEFORE THE COURT is Defendant Mitsui Chemicals, Inc.'s Motion to Dismiss Count III (Misappropriation of Idea) of the Second Amended Complaint (Dkt. 82), and Plaintiff Developmental Technologies, LLC's response (Dkt. 94).[1] Upon consideration, the Motion (Dkt. 82) is DENIED.

         I. Background

         Developmental Technologies, LLC (“DTL”), a research and development company, developed and patented an irrigation system, Eco-Ag, which delivers “water and nutrients to plant life using a mix of patented and proprietary methods.” (Dkt. 51 at ¶¶ 8, 11). Mitsui Chemicals, Inc. (“MCI”), a Japanese corporation, “develops chemical products and technologies.” (Dkt. 37, p. 5).

         In 2010, DTL and MCI began communicating about MCI's possible acquisition of DTL's irrigation product systems, including the Eco-Ag system. (Dkt. 51 at ¶¶ 15-16). After initial talks, MCI informed DTL that it would like to visit DTL's facilities to inspect the irrigation systems. (Id. at ¶ 21). Shortly thereafter, MCI “entered into a Non-Disclosure and Non-Use Agreement” (“NDA”) with DTL, which “established guidelines for the use and disclosure of confidential and proprietary information that would be disclosed . . . .” (Id. at ¶¶ 27-28). After executing the NDA, representatives from MCI visited DTL's facility in Bradenton, Florida. (Id. at ¶ 29). During and after this visit, DTL disclosed confidential information relating to the Eco-Ag product to MCI. (Id. at ¶ 33).

         An agreement for MCI to purchase the Eco-Ag system never materialized and DTL alleges that MCI is currently marketing two crop irrigation products that “use the Confidential Information disclosed to [MCI] while under the NDA . . .” (Id. at ¶¶ 40-41, 44) and that MCI filed a foreign patent application “in direct violation of the NDA.” (Id. at ¶¶ 46, 48).

         In the remaining counts of the Second Amended Complaint, DTL brings this action against MCI for the misappropriation of trade secrets in violation of the Florida Uniform Trade Secrets Act, Fla. Stat. § 688.001 et seq. (“FUTSA”) (Count I); misappropriation of idea (Count III); and breach of contract (Count V). (Dkt. 51, pp. 12-19). MCI moves to dismiss Count III.

         II. Standard

         A complaint should contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.R.Civ.P. 8(a)(2). This rule does not require detailed factual allegations, but it demands more than an unadorned, conclusory accusation of harm. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). The complaint must “plead all facts establishing an entitlement to relief with more than ‘labels and conclusions' or a ‘formulaic recitation of the elements of a cause of action.'” Resnick v. AvMed, Inc., 693 F.3d 1317, 1324 (11th Cir. 2012) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). A court's scope of review on a motion to dismiss must be limited to the four corners of the complaint. Grossman v. Nationsbank, N.A., 225 F.3d 1228, 1231 (11th Cir. 2000).

         Although it is axiomatic that a complaint's allegations must be accepted for purposes of a motion to dismiss, this is “inapplicable to legal conclusions.” Iqbal, 556 U.S. at 678. “While legal conclusions can provide the framework of a complaint, they must be supported by factual allegations.” Id. at 679. And all reasonable inferences must be drawn in DTL's favor. St. George v. Pinellas Cty., 285 F.3d 1334, 1337 (11th Cir. 2002).

         III. Discussion

         MCI moves to dismiss DTL's claim for misappropriation of idea (Count III), arguing that the alleged misappropriation of DTL's “Eco-Ag” irrigation technology is barred by Florida's statute of frauds, Fla. Stat. § 501.972. (Dkt. 82, p. 1).[2] As will be discussed, however, DTL incorporates by reference an allegation into Count III of the Second Amended Complaint which satisfies the writing requirement in Fla. Stat. § 501.972(1). For purposes of MCI's motion, that allegation must be accepted as true.

         Section 501.972(1) of the Florida Statutes provides:

Except as provided in subsection (2), the use of an idea, procedure, process, system, method of operation, concept, principle, discovery, thought, or other creation that is not a work of authorship protected under federal copyright law does not give rise to a claim or cause of action, in law or in equity, unless the parties to the claim or cause of action have executed a ...

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