Global Ventu Holding B.V. v. Zeetogroup, LLC
3:19-cv-01018
S.D. Cal.Dec 11, 2019Background
- Plaintiff Global Ventu: advertising/lead-generation agency that created ad content and proprietary Facebook audience-targeting data using tracking pixels.
- Defendants: Samples.com (operated getitfree.us), Tibrio (alleged successor), and ZeetoGroup (alleged parent/developer of Samples’ backend software ZAN).
- Parties contracted in 2016 under a Publisher Services Agreement (PSA) and Revenue Sharing Agreement (RSA); Global Ventu managed Samples’ Facebook account and generated substantial revenue.
- In late 2018 Samples switched backend to ZAN, revoked Global Ventu’s access to the Facebook account, and allegedly used Global Ventu’s ad content and targeting data for its own profit.
- Global Ventu sued for breach of the RSA and PSA, misappropriation under CUTSA and DTSA, and initially UCL; amended complaint dropped UCL.
- Court denied Defendants’ 12(b)(6) motion to dismiss in full, holding the FAC plausibly alleged each claim and that several defenses and factual disputes were inappropriate for resolution at the pleading stage.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of RSA: sufficient pleading of breach & damages? | Alleges contract performance, Samples locked GV out causing loss of access and damages | Argues GV breached first / anticipatory breach and that lockout caused no damages | Denied dismissal; anticipatory breach is an affirmative defense and damages/fact questions cannot be resolved on 12(b)(6) |
| Breach of PSA: was information "Confidential Information" and pleaded with specificity? | PSA defines Confidential Information; GV identifies confidential ad-targeting data | Seeks greater specificity; contends info not Confidential | Denied dismissal; pleading meets Rule 8 and PSA definition supports claim |
| CUTSA/DTSA: are trade-secret and misappropriation adequately alleged? | Alleges reasonable secrecy measures and economic value of targeting data; alleges misuse by defendants | Argues info is not a trade secret and no misappropriation occurred | Denied dismissal; elements sufficiently pleaded and merits are for later stages |
| Liability of ZeetoGroup: are allegations against ZeetoGroup adequate? | Alleges ZeetoGroup owned/paid for account, revoked access, and used GV’s trade secrets for profit | Argues allegations are too sparse to impute liability | Denied dismissal; multiple factual allegations suffice at pleading stage |
Key Cases Cited
- Ashcroft v. Iqbal, 556 U.S. 662 (2009) (established plausibility standard for federal pleadings)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) (pleading must state a claim plausible on its face)
- Spinks v. Equity Residential Briarwood Apartments, 171 Cal. App. 4th 1004 (2009) (elements of a breach of contract claim)
- McKell v. Washington Mut., Inc., 142 Cal. App. 4th 1457 (2006) (breach of contract pleading requirements)
- Scott v. Kuhlmann, 746 F.2d 1377 (9th Cir. 1984) (affirmative defenses ordinarily not resolvable on 12(b)(6))
- Alta Devices, Inc. v. LG Elecs., Inc., 343 F. Supp. 3d 868 (N.D. Cal. 2018) (elements of CUTSA/DTSA trade-secret misappropriation claims)