United States District Court, S.D. New York
MEMORANDUM OPINION AND ORDER
GREGORY H. WOODS, United States District Judge:
that her employment with Plaintiff AUA Private Equity
Partners, LLC (“AUA”) was nearing its end, Ms.
Astrid Soto uploaded AUA trade secrets from her work laptop
to her personal Google Drive account. She wiped the laptop
clean of any work-related files and cleared her browsing
history. When Ms. Soto returned to the office the next
business day, her premonition proved well-founded-she was
terminated effective immediately. Nonetheless, Ms. Soto
continued to represent herself as an AUA employee and refused
to return AUA trade secrets in her possession. AUA brought
this action, asserting claims against Ms. Soto under the
Defend Trade Secrets Act (“DTSA”), 18 U.S.C.
§ 1836(b), and under New York state law for breach of
contract and misappropriation. Ms. Soto has moved to dismiss
the complaint in its entirety. Because the complaint
plausibly alleges that Ms. Soto misappropriated AUA's
trade secrets by acquiring them through improper means, her
motion to dismiss is DENIED.
Delaware limited liability company with its principal place
of business in Manhattan, is a registered private equity firm
that specializes in leveraged and management buyouts, growth
equity investments, recapitalizations, and
buy-and-build/roll-up investments in operationally focused
lower-middle-market companies. Complaint, ECF No. 1
(“Compl.”) ¶¶ 3, 7. In March 2014, AUA
hired Ms. Soto as the company's Vice President of
Business Development and Investor Relations. Id.
¶ 8 & Ex. A.
connection with her employment, Ms. Soto agreed to abide by
various confidentiality policies in place at AUA. Compl.
¶¶ 11-15. First, Ms. Soto agreed to the
confidentiality provisions contained in her offer of
employment. Id. ¶ 11. In signing that letter,
Ms. Soto specifically agreed to the following:
By accepting employment with AUA, you understand and agree
that you will be privy to certain confidential and
proprietary information regarding transactions, investors and
other valuable financial and other information regarding the
Firm and its employees. In consideration of your employment
and access to such confidential information, you agree that
you will not during or after your employment with AUA use
such information for any reason other than to further the
business of AUA and its affiliates.
Compl. ¶ 11 & Ex. A at 2. Ms. Soto also executed an
“Employee Acknowledgement of Receipt” of the AUA
Supervisory Procedures and Compliance Manual (the
“Compliance Manual”), acknowledging that she
understood the Compliance Manual's content and
“agree[d] to the policies and procedures set forth
therein.” Compl. ¶ 12 & Ex. B at 40. Among the
provisions of the Compliance Manual by which Ms. Soto agreed
to abide was AUA's email policy. As set forth in the
Compliance Manual, that policy reads:
8.2 Email Retention Policy. AUA has
implemented an “Email Retention Policy” whereby
AUA will attempt to retain all emails and instant messages
through the use of Global Relay, a third-party email
archiving system. The Firm's Email Retention Policy is
comprised of several factors:
. The [Chief Compliance Officer] is
responsible for supervision of the policy;
. Employees must refrain from conducting
business through any communications network not maintained by
the investment adviser (e.g., outside email, instant
messaging, or text messaging not provided by the Firm to the
Employee or which cannot be captured under the email
. All electronic communications that fall
within the applicable record keeping requirements are
identified and preserved in the appropriate manner;
. The disposal of emails must be carried out
in a way that protects confidentiality; and
. Training on the Email Retention Policy
must be given upon employment and annually thereafter.
Compl. ¶ 13. Ms. Soto further agreed that she would not
“engage in any activity that would increase the
likelihood that AUA or the Clients of the Firm would be at
risk for a cybersecurity event. Id. ¶ 14.
addition to the Compliance Manual, Ms. Soto also agreed to
“maintain the confidentiality of any information
concerning the Firm . . . in a manner consistent with the
confidentiality obligations detailed in” AUAs Employee
Policies and Procedures Handbook (“Policies and
Procedures”). Id. ¶ 14 & Ex. C at 43.
The Policies and Procedures prohibited “[disclosure of
the Firm's confidential information to anyone outside the
Firm and use of the Firm's intellectual property for
matters unrelated to the Firm's business.” Compl.
¶ 15 & Ex. C at 35. The Policies and Procedures also
forbid employees from “commingl[ing] personal property
with Firm property, ” from “downloading] or
transferring] work product or sensitive business content to
[the employee's] device, ” and from
“back[ing] up [the employee's] device locally or to
cloud-based storage or services without the Firm's
consent.” Compl., Ex. C. at 27, 34-35.
the course of Ms. Soto's employment with AUA, she was
given access to “high level” confidential
information, AUA trade secrets, and other proprietary
information, including confidential internal strategic
information, confidential investor information, and other
confidential information related to AUA's business.
Compl. ¶ 9. That information, if improperly
disseminated, was capable of harming AUA's business,
including by depriving the company of its competitive
advantage and by damaging AUA's “position and
credibility in the marketplace.” Id. ¶
point during her employment, Ms. Soto forwarded emails from
her AUA email account to her personal email address.
Id. ¶ 20. Some of those emails included copies
to Karen Kulaga, a former AUA employee now employed by a
competitor. Id. ¶ 21.
Friday, September 8, 2017, seemingly in anticipation of her
termination, Ms. Soto accessed her Google Drive account for
what AUA alleges on information and belief to be the purpose
of uploading proprietary AUA files from Ms. Soto's laptop
to her personal Google account. Id. ¶¶
29-30. Ms. Soto then deleted all local files contained on her
laptop computer, as well as her browser history prior to
September 7, 2017. Id. ¶ 29.
following Monday, September 11, 2017, AUA terminated Ms.
Soto's employment. Id. ¶ 18. On the same
date, AUA ended Ms. Soto's access to her AUA email
account and instructed her to return all AUA property,
including her building pass and office and restroom keys.
Id. Ms. Soto, however, did not return all of her AUA
property and ...