Bruce Craig Tyler Craig And Tejas Vending, LP v. Tejas Promotions, LLC
03-16-00611-CV
| Tex. App. | Dec 21, 2016Background
- Tejas Promotions sued Bruce Craig, Tyler Craig, and Tejas Vending, LP for breach of an NDA, misappropriation of trade secrets (customer/vendor lists and related business information), and sought declaratory relief after the Craigs allegedly used an NDA-protected asset list to solicit and steal customers.
- Bruce Craig had executed an NDA during due diligence for a proposed asset purchase; after Tejas declined the sale, Craig allegedly gave the asset list to his son Tyler and to Tejas Vending employees, who contacted Tejas customers and caused at least five customers to leave Tejas.
- Appellants moved to dismiss (under the Texas Citizens Participation Act, the TCPA) only the conspiracy and declaratory-judgment claims, asserting the actions were protected “right of association” speech.
- Tejas responded with affidavits and documentary evidence (including the NDA and witness affidavit) and argued the movants submitted no evidence supporting the TCPA claim and waived affirmative defenses.
- The trial court denied the TCPA motion and indicated it would consider a separate hearing on attorney’s fees; appellants promptly appealed.
Issues
| Issue | Plaintiff's Argument (Tejas) | Defendant's Argument (Craigs) | Held |
|---|---|---|---|
| Whether the TCPA applies because the challenged claims arise from the exercise of the right of association | TCPA does not apply: defendants offered no evidence that communications were made by individuals “joined together” to pursue a common interest; alleged theft of trade secrets is not protected association/speech | The communications (sharing the asset list among Craig, son, and Tejas Vending) are internal association activity protected by the TCPA’s right of association | Trial court denied the TCPA motion; appellate brief urges affirmance because defendants failed to meet burden to show protected activity |
| Whether Tejas established a prima facie case under TCPA step two (clear and specific evidence of claims) | Tejas produced affidavits and documents establishing elements of misappropriation/conspiracy and a justiciable controversy for declaratory relief | Defendants argued (largely via pleadings) that claims fall within TCPA and advanced summary-judgment–type defenses (e.g., preemption) but submitted no supporting evidence | Trial court found Tejas’ evidence sufficient to meet prima facie requirement; denial affirmed in brief |
| Whether defendants met burden to establish affirmative defenses under TCPA step three | Tejas: defendants waived affirmative defenses by pleading only a general denial and, in any event, offered no evidence to establish defenses by preponderance | Defendants argued defenses (e.g., privileges, preemption) but did not plead them or present evidence at the TCPA hearing | Trial court denied motion; appellee argues defendants waived and failed to prove defenses |
| Whether declaratory-judgment claims are subject to dismissal under TCPA | Tejas: declaratory relief concerns interpretation and application of the NDA and presents a justiciable controversy; not protected TCPA activity | Defendants: seek to treat the declaratory requests as arising from association/speech and thus dismissable under TCPA | Trial court denied dismissal; appellee argues UDJA claims are proper and supported by evidence |
Key Cases Cited
- Cheniere Energy, Inc. v. Lotfi, 449 S.W.3d 210 (Tex. App.—Houston [1st Dist.] 2014) (appellate affirmation where movant offered no evidence of common interest under TCPA)
- In re Lipsky, 460 S.W.3d 579 (Tex. 2015) (framework for TCPA evidentiary review; “clear and specific evidence” explained)
- Chon Tri v. J.T.T., 162 S.W.3d 552 (Tex. 2005) (elements of civil conspiracy)
- Brooks v. Northglen Ass’n, 141 S.W.3d 158 (Tex. 2004) (standards for declaratory-judgment relief and justiciable controversy)