Mission Measurement Corp. v. Blackbaud, Inc.
216 F. Supp. 3d 915
N.D. Ill.2016Background
- Mission Measurement developed a proprietary Outcomes Taxonomy and related software/designs for measuring social-program impact and shared confidential materials with MicroEdge under a June 2012 NDA and a January 2013 Letter of Intent reflecting a jointly developed product concept.
- Mission Measurement alleges it provided taxonomy samples, prototype screenshots, software design specs, data-collection and impact-calculation methods, analytics, business models, and other confidential materials during 2012–2014.
- Negotiations toward a Joint Development Agreement stalled; MicroEdge ceased communications in mid-2014 and was later acquired by Blackbaud in 2014.
- Mission Measurement alleges MicroEdge (and then Blackbaud) marketed a competing product (Blackbaud Outcomes™) embodying Mission Measurement’s trade secrets and excluded Mission Measurement from revenue and attribution.
- Procedurally, Mission Measurement sued under the federal Defend Trade Secrets Act (DTSA) and Illinois Trade Secrets Act, and asserted breach of contract, promissory estoppel, unjust enrichment, and related claims; Defendants moved to dismiss under Rule 12(b)(6) and alternatively for a more definite statement under Rule 12(e).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Adequacy of trade-secret pleading under DTSA and ITSA | Mission Measurement identified specific confidential materials (taxonomy, methods, specs, analytics, business models), dates of disclosure, and NDA; alleged reasonable secrecy efforts | Defendants say allegations are too generalized and lack the required particularity to identify trade secrets | Court: Pleading sufficient; detail provided in general terms, not requiring full disclosure of secrets at pleading stage; denies dismissal of trade-secret claims |
| Alternative quasi-contract claims (promissory estoppel, unjust enrichment) | May be pleaded in the alternative to contract claims | Defendants argue quasi-contract claims are precluded by written agreements covering the same subject matter | Court: Permits alternative pleading under Rules 8(d)(2) and 8(d)(3); denies dismissal of Counts V and VII |
| Breach of contract based on post-LOI oral promises | Alleged oral post-LOI promises that product was jointly owned and revenue would be shared | Defendants invoke LOI merger clause and Illinois Statute of Frauds to bar oral promises | Court: Merger clause covers prior/contemporaneous agreements, not subsequent oral promises; statute of frauds is an affirmative defense and factual issue for later stages; denies dismissal of Count VI |
| Rule 12(e) motion for a more definite statement | N/A (Plaintiff opposes) | Defendants contend complaint is too vague to prepare a response | Court: Complaint is sufficiently intelligible and detailed; defendants have already answered once; denies Rule 12(e) motion |
Key Cases Cited
- Camasta v. Jos. A. Bank Clothiers, Inc., 761 F.3d 732 (7th Cir.) (describing Rule 12(b)(6) challenge and pleading sufficiency)
- Bell Atlantic v. Twombly, 550 U.S. 544 (2007) (establishing the plausibility pleading standard)
- Ashcroft v. Iqbal, 556 U.S. 662 (2009) (applying plausibility standard and requiring factual content to infer liability)
- Composite Marine Propellers, Inc. v. Van Der Woude, 962 F.2d 1263 (7th Cir.) (trade-secret pleading must not be mere broad areas of technology)
- Learning Curve Toys, Inc. v. PlayWood Toys, Inc., 342 F.3d 714 (7th Cir.) (elements of trade-secret misappropriation under Illinois law)
- Hyson USA, Inc. v. Hyson 2U, Ltd., 821 F.3d 935 (7th Cir.) (plaintiff need not plead around affirmative defenses)