Cincom Systems, Inc. v. LABWARE, INC., 1:20-cv-00083

Background

Cincom acquired an exclusive, perpetual right in the Smalltalk/V / Visual Smalltalk Enterprise (VSE) software from ObjectShare in 1999 via a Software License Agreement; Cincom alleges it thereby holds exclusive rights to market, license, and distribute the Software to third parties.
In August 2019, Cincom learned that LabWare publicly demonstrated a LIMS product that LabWare stated used the VSE Software; Cincom inspected the product and alleges it contained unlicensed VSE code.
Cincom notified LabWare of the alleged improper use and unsuccessfully attempted to resolve the dispute before filing suit in January 2020.
Cincom sued asserting: Count I — copyright infringement (17 U.S.C. § 101 et seq.); Count II — misappropriation of trade secrets under Ohio's Uniform Trade Secrets Act (OUTSA); Count III — common-law conversion; Count IV — common-law unjust enrichment.
LabWare moved to dismiss under Fed. R. Civ. P. 12(b)(6). Cincom attached the 1999 License Agreement and pointed to public records (Copyright Office registration and ObjectShare Form 8‑K) that it says support an inference of a valid registered copyright and assignment to Cincom.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Copyright registration / ownership	Cincom alleges it acquired exclusive rights and refers to the License Agreement and public records; this permits an inference that the VSE software is a valid, registered copyrighted work.	LabWare says Cincom failed to allege that the copyright was actually registered as required by 17 U.S.C. § 411(a) and Fourth Estate.	Denied dismissal: Court held Cincom pleaded facts that make registration plausibly established at the pleading stage and may consider the public records for the motion.
Trade-secret status under OUTSA	Cincom alleges exclusive access, efforts to protect secrecy, and economic value from secrecy—facts sufficient to plausibly show trade-secret status.	LabWare contends Cincom's allegations are conclusory and fail to show independent economic value or reasonable secrecy measures.	Denied dismissal: Court found trade-secret status generally a question of fact and that Cincom alleged enough to make the claim plausible.
Specificity of trade secret pleading	Cincom identified the VSE Software, attached the license, described LabWare's use and prior notice—enough to give fair notice at pleading stage.	LabWare argues Cincom must plead alleged trade secrets with heightened particularity.	Denied dismissal: Court held heightened particularity is not required on a Rule 12(b)(6) motion; Cincom provided adequate notice.
Preemption of conversion & unjust enrichment by OUTSA	Cincom did not assert independent facts separate from the OUTSA claim to support conversion or unjust enrichment.	LabWare argues conversion and unjust enrichment are premised on the same operative facts as the trade-secret claim and thus are preempted by OUTSA.	Granted dismissal of Counts III & IV: Court held both common-law claims are drawn entirely from the trade-secret allegations and are preempted by OUTSA.

Key Cases Cited

Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (plausibility standard for pleadings)
Ashcroft v. Iqbal, 556 U.S. 662 (application of plausibility standard to pleadings)
Fourth Estate Pub. Benefit Corp. v. Wall‑Street.com, LLC, 139 S. Ct. 881 (copyright suit requires actual registration before suit)
Feist Publications, Inc. v. Rural Telephone Service Co., 499 U.S. 340 (copyright infringement elements — originality and copying)
ECIMOS, LLC v. Carrier Corp., 971 F.3d 616 (Sixth Circuit discussion of copyright infringement elements)
Bassett v. National Collegiate Athletic Ass'n, 528 F.3d 426 (consideration of exhibits/public records on Rule 12(b)(6))
DeBoer Structures (U.S.A.) Inc. v. Shaffer Tent & Awning Co., 233 F. Supp. 2d 934 (trade-secret status ordinarily a question of fact)
Fred Siegel Co. L.P.A. v. Arter & Hadden, 85 Ohio St.3d 171 (discussion of trade-secret determinations under Ohio law)