Incat Crowther America, L.L.C. v. Birdon America, Inc.

CourtDistrict Court, E.D. Louisiana
DecidedMarch 19, 2025
Docket2:24-cv-01061
StatusUnknown

This text of Incat Crowther America, L.L.C. v. Birdon America, Inc. (Incat Crowther America, L.L.C. v. Birdon America, Inc.) is published on Counsel Stack Legal Research, covering District Court, E.D. Louisiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Incat Crowther America, L.L.C. v. Birdon America, Inc., (E.D. La. 2025).

Opinion

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF LOUISIANA

INCAT CROWTHER AMERICA, L.L.C. CIVIL ACTION

VERSUS NO: 24-01061

BIRDON AMERICA, INC. SECTION: T (1)

ORDER AND REASONS Before the Court is a Partial Motion to Dismiss the First Amended Complaint pursuant to Rule 12(b)(6) and 12(b)(7) filed by Defendant Birdon America, Inc. R. Doc. 35. Plaintiff Incat Crowther America, L.L.C., filed a response in opposition. R. Doc. 40. Defendant filed a reply. R. Doc. 41. For the reasons set forth below, the Court will grant the Motion to Dismiss in part and deny in part. BACKGROUND Essentially, Defendant is a ship builder who partnered with Plaintiff, a vessel design firm, to secure a contract to construct a fleet of U.S. Coast Guard vessels known as Waterway Commerce Cutters (“WCC”), with the first vessel planned to be in service by 2025. In August 2021, the parties entered into a Teaming Agreement setting forth the responsibilities and obligations of the parties in developing a proposal to secure the contract with the Coast Guard. The Teaming Agreement purports to address the ownership rights and the use of the parties’ intellectual property related to the proposal. It ostensibly recognizes that each party would 1 contribute its existing intellectual property and might create new intellectual property during the proposal development process. The Teaming Agreement also provides that any intellectual property rights created by one party would belong exclusively to that party. While each party would retain ownership of its intellectual property, the Teaming Agreement granted Defendant the ability to use Plaintiff’s intellectual property but, allegedly, solely for the purpose of preparing the proposal and negotiating the contract with the Coast Guard. Plaintiff alleges the agreement protected its rights to its intellectual property.1 The parties also agreed that, if Defendant secured the WCC contract, it would negotiate and act in good faith to enter into a subcontract agreement with Plaintiff for the detailed design and engineering services required within the project. Defendant used certain portions of Plaintiff’s work to secure the contract. For whatever

reason, the parties later could not reach an agreement as to the subcontract. Defendant instead proceeded to satisfy the Coast Guard contract allegedly using the proprietary vessel designs and calculations from Plaintiff without authorization to do so. Plaintiff sued Defendant alleging causes of action for trade secret misappropriation under federal and Louisiana state law, violation of Louisiana Unfair Trade Practices and Consumer Protection Law, breach of contract, conversion, open account, and detrimental reliance. The complaint also prayed for injunctive relief. Defendant moved to dismiss those claims contending that Plaintiff’s trade secrets were not identified with sufficient particularity, that Defendant failed to allege Plaintiff misappropriated any

1 Defendant states the Teaming Agreement provides that “as between the parties, all Intellectual Property Rights in the Proposal belong to Birdon.” R. Doc. 35-4, p. 6 (citing TA, Section 9.4). 2 trade secrets, and that the conversion claim should be dismissed because Defendant had not dispossessed Plaintiff of any property. Defendant also sought to dismiss Plaintiff’s demand for injunctive relief under Rule 12(b)(7) on the basis that the Coast Guard should have been joined as a party. During the pendency of the motion to dismiss, Plaintiff filed a trade secret disclosure pursuant to Local Rule 26.3.2 Thereafter, Plaintiff filed a First Amended Complaint incorporating

2 LR 26.3, entitled “Initial Disclosures in Misappropriation of Trade Secret Cases,” provides in part as follows:

Except as otherwise ordered by the court, in addition to the initial disclosures required by FRCP 26(a), a party asserting that any trade secrets have been misappropriated must file under seal a Trade Secrets Identification Statement before trade-secret-related discovery begins.

(A) Identification of Asserted Trade Secrets. A party claiming the existence of a trade secret must, before merits discovery begins (or, subject to paragraph D below with a motion for preliminary relief) identify in writing and serve on the parties, with a level of particularity that is reasonable under the circumstances, each asserted trade secret. The required particularity of this identification differs from what may be adequate in a publicly filed pleading under applicable pleading rules such as FRCP 8. It must be sufficiently particularized to allow the other party to meaningfully compare the asserted trade secret to information that is generally known or readily ascertainable and to permit the parties and the court to understand what information is claimed to be the trade secret. The identification should separate, to the extent practical, distinct trade secrets into numbered paragraphs. A document may be appended as a supplement to the identification but may not be used as a substitute for the identification unless the document itself is claimed to be the trade secret. In cases where an entire document or portions thereof constitute the trade secret, the written identification must identify the content in such document or portions thereof in language sufficient to meet the standards herein. 3 references to the trade secrets identified in R. Doc. 27 and purporting to respond to the deficiencies asserted in Defendant’s first motion to dismiss. Defendant filed a renewed motion to dismiss as to the First Amended Complaint at the direction of the Court. R. Doc. 35. This subsequent Motion to Dismiss is now before the Court after having been fully briefed. LAW and ANALYSIS Federal Rule of Civil Procedure 12(b)(6) provides that an action may be dismissed “for failure to state a claim upon which relief can be granted.” Fed. R. Civ. P. 12(b)(6). “To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2008)). “Factual allegations must be enough to

raise a right to relief above the speculative level.” Twombly, 550 U.S. at 556. A claim is plausible on its face when the plaintiff has pled facts that allow the court to “draw a reasonable inference that the defendant is liable for the misconduct alleged.” Id. at 570. Although a court must liberally construe the complaint in light most favorable to the plaintiff, accept the plaintiff's allegations as true, and draw all reasonable inferences in favor of the plaintiff, Baker v. Putnal, 75 F.3d 190, 196 (5th Cir. 1996), courts “do not accept as true conclusory allegations, unwarranted factual inferences, or legal conclusions.” Arias-Benn v. State Farm Fire & Cas. Co., 495 F.3d 228, 230 (5th Cir. 2007) (quoting Plotkin v. IP Axess Inc., 407 F.3d 690, 696 (5th Cir. 2005)). Pursuant to the Defend Trade Secrets Act (“DTSA”), “[a]n owner of a trade secret that is

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Bluebook (online)
Incat Crowther America, L.L.C. v. Birdon America, Inc., Counsel Stack Legal Research, https://law.counselstack.com/opinion/incat-crowther-america-llc-v-birdon-america-inc-laed-2025.