Vesta Corp. v. Amdocs Management Ltd.
2015 U.S. Dist. LEXIS 3696
| D. Or. | 2015Background
- Vesta Corporation sues Amdocs Management Limited and Amdocs, Inc. for breach of contract, trade secret misappropriation, and fraud.
- The parties collaborated on integrated payment solutions and billing platforms for national and international mobile network operators (MNOs).
- NDAs were entered from 2006 onward, including 2009, 2012, and Sign-In NDAs, to protect confidential information disclosed during collaboration.
- Plaintiff alleges Defendants used confidential information, including “Solution Methods” and “Risk Information,” to create a copycat payment solution for Metro PCS and to gain a market advantage.
- The parties discussed a potential acquisition of Plaintiff; joint work occurred from 2010 to 2012, with substantial information exchange.
- The court denies the motion to dismiss the breach of contract and trade secret claims but grants dismissal of the fraud claim, with leave to amend the fraud claim.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Choice of law for breach of contract claim | NY law governs under the NDAs | Oregon law should apply due to pleading standards | NY law governs the contract claim. |
| Sufficiency of breach of contract allegations | Identifies 2009, 2012, and Sign-In NDAs and specific provisions | Need more precise contract provisions and breaches | Complaint sufficiently identifies the NDAs and breached provisions; breach claim survives. |
| Choice of law for trade secret misappropriation | NDAs govern all disputes | NDAs govern contract-only issues; tort claims follow forum state law | Oregon law applies to the trade secret misappropriation claim. |
| Merits of trade secret misappropriation claim | Trade secrets identified with particularity; secrecy maintained; misappropriation alleged | Need more specificity and proof of actual misappropriation | Plaintiff’s trade secret claim survives 12(b)(6) with adequate particularity and secrecy allegations. |
| Fraud claim viability | Fraud claim dismissed under Rule 9(b); leave to amend granted. |
Key Cases Cited
- Consolidated Data Terminals v. Applied Digital Data Systems, 708 F.2d 385 (9th Cir. 1983) (non-contractual issues follow forum law for choice-of-law)
- Sutter Home Winery, Inc. v. Vintage Selections, Ltd., 971 F.2d 401 (9th Cir. 1992) (tort claims are not controlled by contract choice-of-law provisions)
- Kaib’s Roving R.PH. Agency, Inc. v. Kaib, 237 Or.App. 96, 239 P.3d 247 (Or.App. 2010) (trade secrets include compilations; secrecy evaluated for sufficiency)
- Ashcroft v. Iqbal, 556 U.S. 662 (U.S. 2009) (pleading must include plausible, well-pleaded facts)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (U.S. 2007) (claims must be plausible, not merely possible)