United States District Court, D. Minnesota
MEMORANDUM AND ORDER
A. Magnuson United States District Court Judge
matter is before the Court on Defendants' Motion to
Dismiss. For the following reasons, that Motion is granted in
part and denied in part.
complete factual background is set forth in the Court's
Order (Docket No. 19) denying a preliminary injunction and
need not be repeated here. In brief, Maxim Defense
Industries, LLC (“Maxim”) brought this case
following the termination of its employment relationship with
Jake Kunsky (“Kunsky”) and Kunsky's company,
Unconventional Equipment Solutions, LLC (“UES”).
Maxim alleges that Kunsky misused and destroyed Maxim's
data, made unauthorized purchases with Maxim's credit
card, and has not returned Maxim's devices and equipment.
unsuccessfully sought injunctive relief requiring Kunsky to
comply with the restrictive covenants in the parties'
Consulting Agreement (“Agreement”), as well as to
return an Apple Time Capsule and provide thumb drives that
were connected to Maxim's devices. (Docket No. 19.) Maxim
subsequently filed an Amended Complaint, pleading alternate
theories of relief for the allegedly unreturned property,
misused information and data, and unauthorized credit-card
purchases. (Docket No. 21.) Kunsky and UES now move to
dismiss Counts II through VIII of the Amended Complaint for
failure to state a claim.
survive a motion to dismiss under Rule 12(b)(6), a complaint
need only “contain sufficient factual matter, accepted
as true, to ‘state a claim to relief that is plausible
on its face.'” Ashcroft v. Iqbal, 556 U.S.
662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly,
550 U.S. 544, 570 (2007)); see also Fed.R.Civ.P.
12(b)(6). A claim bears facial plausibility when it allows
the Court “to draw the reasonable inference that the
defendant is liable for the misconduct alleged.”
Iqbal, 556 U.S. at 678. When evaluating a motion to
dismiss under Rule 12(b)(6), the Court must accept plausible
factual allegations as true. Gomez v. Wells Fargo Bank,
N.A., 676 F.3d 655, 660 (8th Cir. 2012). But
“[t]hreadbare recitals of the elements of a cause of
action, supported by mere conclusory statements, ” are
insufficient to support a claim. Iqbal, 556 U.S. at
and UES ask the Court to dismiss Maxim's claims for a
declaratory judgment, breach of contract, conversion, breach
of loyalty, violation of the Computer Fraud and Abuse Act,
civil theft, and unjust enrichment. At this stage, the Court
assumes the allegations in the Amended Complaint are true and
views them in the light most favorable to Maxim. See
Miller v. Redwood Toxicology Lab., Inc., 688 F.3d 928,
933 n.4 (8th Cir. 2012).
Count II, Maxim asks for a declaratory judgment under 28
U.S.C. §§ 2201-02, regarding three patent
application agreements. Maxim claims that because Kunsky
already executed the agreements, they are valid and
enforceable under contract law. Kunsky and UES, on the other
hand, contend that Maxim is asking for a declaratory judgment
regarding patent ownership. Under this theory, Defendants
assert that because no patents have yet issued, the dispute
is not ripe and therefore the claim should be dismissed.
all the facts in the Amended Complaint as true, this claim
seeks resolution of the validity of the agreements assigning
patent application ownership, not patent ownership itself.
Although Defendants are right that any underlying patent
ownership claim is not ripe, the contract claim is ripe.
Maxim has stated a claim on which relief can be granted on
its declaratory judgment claim.
Breach of Contract
III pleads that Kunsky and UES breached the Agreement's
confidentiality restrictions in three ways. First, Maxim
alleges that Kunsky and UES did not return property and
confidential information when asked. To establish a
breach-of-contract claim, Maxim must prove three elements:
(1) contract formation, (2) that Maxim performed any
conditions precedent to demand Kunsky and UES's
performance, and (3) that Kunsky and UES breached the
contract. Park Nicollet Clinic v. Hamann, 808 N.W.2d
828, 833 (Minn. 2011) (citing Briggs Transp. Co. v.
Ranzenberger, 217 N.W.2d 198, 200 (Minn. 1974)). The
Amended Complaint alleges that the Agreement required
Defendants to return Maxim's property and confidential
information, but that Defendants did not comply. (Am. Compl.
¶¶ 46-47). Maxim accordingly meets the
breach-of-contract pleading standards for unreturned
Maxim claims that Kunsky and UES destroyed confidential
information, again violating the Agreement. Maxim
sufficiently pleads that the data wiped from the laptop and
cellphone is lost, and the amount of information lost cannot
be fully comprehended at this time. Assuming that the
Agreement prohibited Defendants from destroying confidential
information, as Maxim alleges, ...