Re/Max, LLC v. Quicken Loans Inc., 295 F. Supp. 3d 1163

RE/MAX (franchisor) and Quicken Loans (mortgage lender) negotiated a marketing alliance, executed an Agreement (Oct. 2015) and a First Amendment (Nov. 2015) after pre-contract representations and a valuation review.
Quicken Loans alleges RE/MAX made false pre-Amendment representations about web traffic, leads, and ability to embed Quicken Loans' branding, and that RE/MAX later failed to provide contracted services while using confidential information.
RE/MAX launched Motto Mortgage (a RE/MAX subsidiary) after disputes arose; Quicken Loans alleges RE/MAX and former RE/MAX employees used Quicken Loans' confidential information to start Motto.
Two related suits were filed (Michigan and Colorado); the Michigan case was transferred; Quicken Loans then asserted counterclaims in this case including fraudulent inducement of the Amendment, breach of an NDA, trade-secret misappropriation (against RE/MAX and Motto), and tortious interference (against Motto).
RE/MAX and Motto moved to dismiss several counterclaims under Rule 12(b)(6); the Court evaluated economic-loss/economic-duty issues, pleading adequacy on damages and trade-secret specificity, and whether Motto knowingly interfered.

Issue	Quicken Loans' Argument	RE/MAX / Motto's Argument	Held
Fraudulent inducement of the Amendment	Representations induced Quicken Loans to execute/maintain the Amendment and caused damages (continued costs)	Barred by economic loss rule; damages insufficient; integration clause bars fraud claims	Allowed to proceed except as to misrepresentations tied to web-service obligations memorialized in the Amendment (those are contract duties and barred by economic-loss rule)
Breach of NDA (disclosure to Motto)	RE/MAX used Quicken Loans' confidential information to develop Motto	Allegations are conclusory; no factual showing Motto used the information	Dismissed for failure to plead facts showing actual use/harm
Trade-secret misappropriation against RE/MAX	Quicken alleges specific trade-secret types and precautions; RE/MAX obtained secrets after misrepresentations	Pleading lacks allegation that disclosure occurred after the misrepresentations such that acquisition was by improper means	Dismissed as to RE/MAX for failure to allege acquisition by improper means
Trade-secret misappropriation and tortious interference against Motto	Motto employed former RE/MAX employees who had access and used the secrets to launch Motto; Motto intentionally interfered	Mere employment of former employees and conclusory allegations insufficient; Motto did not exist before the breach so cannot have knowingly induced breach	Both claims dismissed for failure to plead specific use/disclosure and intentional interference

Dubbs v. Head Start, Inc., 336 F.3d 1194 (10th Cir. 2003) (Rule 12(b)(6) standard — accept well-pleaded allegations)
Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) (plausibility pleading standard)
Ashcroft v. Iqbal, 556 U.S. 662 (2009) (complaint must plead factual content permitting reasonable inference of liability)
Keller v. A.O. Smith Harvestore Prods., Inc., 819 P.2d 69 (Colo. 1991) (pre-contract misrepresentations can create an independent tort duty)
Town of Alma v. AZCO Constr., Inc., 10 P.3d 1256 (Colo. 2000) (economic-loss/independent-duty framework)
BRW, Inc. v. Dufficy & Sons, Inc., 99 P.3d 66 (Colo. 2004) (policy reasons for economic-loss rule in commercial contexts)
Gates Rubber Co. v. Bando Chem. Indus., Ltd., 9 F.3d 823 (10th Cir. 1993) (elements of trade-secret claim under Colorado law)