United States District Court, M.D. Florida, Tampa Division
DEVELOPMENTAL TECHNOLOGIES, LLC, a Florida limited liability company, Plaintiff,
MITSUI CHEMICALS, INC., a foreign corporation, and MITSUI CHEMICALS AMERICA, INC., a foreign corporation, Defendants.
D. WHITTEMORE United States District Judge
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.
Upon consideration, the Motion (Dkt. 82) is
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).
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).
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 ¶¶
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.
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).
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).
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). 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.
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 ...