Wilcox Industries Corp. v. Hansen, 2012 U.S. Dist. LEXIS 63668

Background

Wilcox manufactured the SCOUT/PATRIOT self-contained life-support device and is developing the next-generation PATRIOT.
Hansen, a Wilcox employee from 2003–2007, later became President of ALST and consulted for Wilcox through 2009.
During employment, Hansen had access to confidential information about Wilcox’s life-support technology and customers; NDA and related agreements protected secrecy.
Hansen signed a Royalty Agreement assigning to Wilcox rights to patent/copyright-related to SCOUT and receiving royalties on net billings.
Hansen and ALST allegedly used Wilcox trade secrets and confidential information to develop ALST’s SHIELD and solicited Wilcox customers, including serving as consultants while marketing competing products.
Court granted in part and denied in part defendants’ motion to dismiss; NHUTSA preemption and pleading sufficiency were central to the resolution.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
NHUTSA preemption applies to non-competitive claims	Wilcox argues NHUTSA preempts only misappropriation claims, not independent torts.	Defendants contend NHUTSA preempts all non-contractual claims based on misappropriation or related conduct.	Some non-NHUTSA claims survive if independent of misappropriation facts.
Whether common-law and NHCPA unfair competition survive preemption	Wilcox asserts unfair competition via misappropriation, deceptive statements, and customer targeting.	NHUTSA preempts depending on misappropriation-based allegations; NHCPA requires in-state conduct.	NHUTSA preempts remaining unfair-competition theories; NHCPA claim dismissed for lack of in-state conduct.
Intentional interference with contractual relations—existing vs prospective	Wilcox pleads interference with customer relationships; seeks prospective and possibly existing-contract theories.	NH law requires either existing contract interference or, if only prospective, proper pleading of an economic relationship.	Claim viable only for intentional interference with prospective contractual relations; existing-contract theory lacking.
Breach of fiduciary duty and unjust enrichment preemption	Wilcox pleads breach of fiduciary duty and unjust enrichment based on misappropriation.	NHUTSA preempts claims grounded in misappropriation; asserted breaches lack independent basis.	Breach of fiduciary duty and unjust enrichment preempted by NHUTSA; not independent of misappropriation.
Sufficiency of misappropriation claim under NHUTSA	Wilcox identifies trade secrets and alleges misuse and knowledge through confidential relationships.	Complaint insufficient to plead trade secrets and improper acquisition.	Sufficiently pled; trade secrets exist, were misused, and knowledge obtained through improper means.
Breach of contract claim sufficiency against Hansen	Wilcox alleges NDA and Royalty Agreement breaches by disclosure and use of technology.	Plaintiff must plead valid contract and breach with adequate detail about disclosures.	Pleadings sufficient at this stage; contract existence and breach plausibly alleged.
Breach of implied covenant of good faith and fair dealing	Wilcox asserts implied duty due to discretion in performance.	Implied duty not triggered where contract terms straightforward; no discretion alleged.	Dismissed; claim not plausibly alleging discretionary conduct within contracts.

Key Cases Cited

Mortgage Specialists, Inc. v. Davey, 153 N.H. 764, 904 A.2d 652 (2006) (NHUTSA preemption of other remedies for misappropriation)
Lash v. Cheshire Cnty. Sav. Bank, Inc., 124 N.H. 435, 474 A.2d 980 (1984) (broad definition of fiduciary relationship)
Centronics Corp. v. Genicom Corp., 132 N.H. 133, 562 A.2d 187 (1989) (implied good-faith limits in contract performance)
Baker v. Dennis Brown Realty, Inc., 121 N.H. 640, 433 A.2d 1271 (1981) (economic relationship sufficiency for interference claims)
Liberty Leather Corp. v. Callum, 653 F.2d 694 (1st Cir. 1981) (tortious interference may rest on defamatory remarks)