Coldwell Solar, Inc. v. ACIP Energy LLC
| Decision Date | 26 August 2021 |
| Docket Number | 2:20-cv-00768-TLN-CKD |
| Parties | COLDWELL SOLAR, INC., a California Corporation, Plaintiff, v. ACIP ENERGY LLC, a California Limited Liability Company, Defendant. |
| Court | U.S. District Court — Eastern District of California |
This matter is before the Court pursuant to Defendant ACIP Energy LLC's (“Defendant”) Motion to Dismiss or Stay. (ECF No. 8.) Plaintiff Coldwell Solar, Inc. (“Plaintiff”) filed an opposition. (ECF No. 9.) Defendant filed a reply. (ECF No. 10.) Having carefully considered the briefing filed by both parties, the Court hereby DENIES Defendant's motion.
Plaintiff is a solar company that alleges misappropriation of trade secrets and related state law claims. Plaintiff employed David Vincent (“Vincent”) from August 2016 until April 2019 when Plaintiff terminated Vincent's employment. (ECF No. 1 at ¶¶ 15, 30.) Approximately two weeks after his termination, Vincent founded an energy consulting firm, ACIP Energy LLC. (Id. at ¶¶ 32-33.) Plaintiff alleges that shortly after Vincent was terminated for cause, Defendant has accessed and used Plaintiff's confidential and proprietary information without authorization “to provide energy consulting services” and to “approach [Plaintiff's] existing and potential clients, intending to dissuade them from further engaging with [Plaintiff], to otherwise disrupt the economic relationship, and convert them to [Defendant's] clients[] or CalCom's clients.”[1] (Id. at ¶¶ 34, 39, 40.) This involves disclosing, using, and misappropriating Plaintiff's trade secrets, “including proprietary solar pricing models, client lists[, ] and client information for the benefit of [Defendant].” (Id. at ¶ 37.) Specifically, Plaintiff alleges Defendant - through Vincent as an agent - “used confidential information and trade secrets to unlawfully solicit” Plaintiff's client, Creekside Farming Company, Inc. (“Creekside”), on behalf of CalCom. (Id. at ¶ 42.)
Plaintiff alleges this solicitation is evidenced by a phone call that took place between one of its employees and Creekside “on or about August 20, 2019, ” in which the employee learned Creekside was “very close” to signing a deal with Defendant because Vincent had approached Creekside about their solar projects, sought to dissuade Creekside from working with Plaintiff, and solicited Creekside to work with Defendant and CalCom. (Id. at ¶ 44.) Prior to this phone call, Plaintiff had prospective business plans with Creekside to perform solar construction on two sites - Madera and Chowchilla. (Id. at ¶ 43.) At some point, Defendant even signed Engineering Procurement Construction agreements (“EPCs”) with Creekside for the projects at Madera and Chowchilla. (Id.) Vincent purportedly worked on both projects while employed by Defendant. (Id.) To retain Creekside as a customer, Plaintiff alleges it was forced to create a new proposal and “lower [its] previous proposal price by $100 000.” (Id. at ¶ 46.) As a result Plaintiff asserts it “suffered lost profits, missed opportunities with potential and/or existing clients, and wasted precious time, finances, and other resources attempting to remedy ACIP and Vincent's flagrant conduct.” (Id. at ¶ 49.)
On April 14, 2020, Plaintiff filed the instant action against Defendant, asserting the following claims: (1) misappropriation of trade secrets under 18 U.S.C. § 1836; (2) misappropriation of trade secrets under California Civil Code § 3426; (3) intentional interference with prospective economic advantage; and (4) intentional interference with contractual relations. (ECF No. 1.) On May 27, 2020, Defendant moved to dismiss or stay this federal action pending resolution of a concurrently filed action in Placer County Superior Court.[2] (ECF No. 8 at 2.) On July 9, 2020, Plaintiff filed an opposition (ECF No. 9), and on July 15, 2020, Defendant filed a reply (ECF No. 10).
A motion to dismiss for failure to state a claim upon which relief can be granted under Federal Rule of Civil Procedure (“Rule”) 12(b)(6) tests the legal sufficiency of a complaint. Navarro v. Block, 250 F.3d 729, 732 (9th Cir. 2001). Rule 8(a) requires that a pleading contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” See Ashcroft v. Iqbal, 556 U.S. 662, 678-79 (2009). Under notice pleading in federal court, the complaint must “give the defendant fair notice of what the claim . . . is and the grounds upon which it rests.” Bell Atlantic v. Twombly, 550 U.S. 544, 555 (2007) (internal quotations omitted). “This simplified notice pleading standard relies on liberal discovery rules and summary judgment motions to define disputed facts and issues and to dispose of unmeritorious claims.” Swierkiewicz v. Sorema N.A., 534 U.S. 506, 512 (2002).
On a motion to dismiss, the factual allegations of the complaint must be accepted as true. Cruz v. Beto, 405 U.S. 319, 322 (1972). A court is bound to give the plaintiff the benefit of every reasonable inference to be drawn from the “well-pleaded” allegations of the complaint. Retail Clerks Int'l Ass'n v. Schermerhorn, 373 U.S. 746, 753 n.6 (1963). A plaintiff need not allege “‘specific facts' beyond those necessary to state his claim and the grounds showing entitlement to relief.” Twombly, 550 U.S. at 570.
Nevertheless, a court “need not assume the truth of legal conclusions cast in the form of factual allegations.” U.S. ex rel. Chunie v. Ringrose, 788 F.2d 638, 643 n.2 (9th Cir. 1986). While Rule 8(a) does not require detailed factual allegations, “it demands more than an unadorned, the defendant-unlawfully-harmed-me accusation.” Iqbal, 556 U.S. at 678. A pleading is insufficient if it offers mere “labels and conclusions” or “a formulaic recitation of the elements of a cause of action.” Twombly, 550 U.S. at 555; see also Iqbal, 556 U.S. at 678 (). Moreover, it is inappropriate to assume the plaintiff “can prove facts that it has not alleged or that the defendants have violated the . . . laws in ways that have not been alleged.” Associated Gen. Contractors of Cal., Inc. v. Cal. State Council of Carpenters, 459 U.S. 519, 526 (1983).
Ultimately, a court may not dismiss a complaint in which the plaintiff has alleged “enough facts to state a claim to relief that is plausible on its face.” Iqbal, 556 U.S. at 697 (quoting Twombly, 550 U.S. at 570). “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Id. at 680. While the plausibility requirement is not akin to a probability requirement, it demands more than “a sheer possibility that a defendant has acted unlawfully.” Id. at 678. This plausibility inquiry is “a context-specific task that requires the reviewing court to draw on its judicial experience and common sense.” Id. at 679.
In ruling on a motion to dismiss, a court may only consider the complaint, any exhibits thereto, and matters which may be judicially noticed pursuant to Federal Rule of Evidence 201. See Mir v. Little Co. of Mary Hosp., 844 F.2d 646, 649 (9th Cir. 1988); Isuzu Motors Ltd. v. Consumers Union of U.S., Inc., 12 F.Supp.2d 1035, 1042 (C.D. Cal. 1998).
If a complaint fails to state a plausible claim, “‘[a] district court should grant leave to amend even if no request to amend the pleading was made, unless it determines that the pleading could not possibly be cured by the allegation of other facts.'” Lopez v. Smith, 203 F.3d 1122, 1130 (9th Cir. 2000) (en banc) (quoting Doe v. United States, 58 F.3d 494, 497 (9th Cir. 1995)).
Defendant argues the Court should abstain from exercising jurisdiction over the present matter pursuant to the Colorado River doctrine in favor of concurrent and parallel state proceedings. (ECF No. 8 at 5.) In the alternative, Defendant argues Plaintiff fails to sufficiently plead its four causes of action. (Id. at 6-10.) The Court will first evaluate Defendant's Notice of Related Cases (ECF No. 8-5) and Request for Judicial Notice (ECF No. 8-6), then address the argument regarding the Colorado River doctrine, and finally, assess the sufficiency of the Complaint.
Defendant has filed a Notice of Related Cases attempting to relate Placer County Superior Court Case No. SCV0043900, David Vincent v. Coldwell Solar, Inc., et al., to the instant matter. (ECF No. 8-5.) Under Local Rule 123, a Notice of Related Cases is a case management tool by which “the Chief Judge or a Judge designated by the Chief Judge may, by special order, reassign either action to any Judge or Magistrate Judge sitting in the Eastern District of California as the situation may dictate.” See E.D. Cal. L.R. 123(c). Pursuant to Local Rule 123, cases may only be related if they are both filed within the Eastern District. Id. As the case Defendant is attempting to relate has been filed in Placer County Superior Court, Defendant's Notice of Related Cases is DENIED. (ECF No. 8-5.)
Defendant asks the Court to take judicial notice of Exhibits A and B - the Complaint filed by Vincent in David Vincent v. Coldwell Solar, Inc., et al., Placer County Superior Court Case No. SCV0043900 (ECF No. 8-2) and the Cross-Complaint filed by Plaintiff against Vincent in the same action (ECF No. 8-3). (ECF No. 8-6 at 2.) This request is not opposed.
The Court may take judicial notice of facts that can be “accurately and readily determined from sources whose accuracy cannot reasonably be questioned.” Fed.R.Evid 201(b). The...
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