damages against Boyd. Therefore, the court denies Boyd's motion to dismiss claim eight.
VIII. Claim Ten — Intentional Interference with Economic Advantage
TeraRecon and Taylor move to dismiss plaintiff's tenth cause of action for intentional interference with economic advantage. While the tenth claim for relief as set forth in the complaint is labeled "Intentional Interference with Economic Advantage," the body of the claim states causes of action for two separate torts: intentional interference with contractual relations and intentional interference with prospective economic advantage. Compl. ¶¶ 76-81. In the interest of addressing all issues raised by the parties' papers, the court will address both of plaintiff's intentional interference claims.
A. Plaintiff's Intentional Interference with Contractual Relations Claim
To plead an interference with contractual relations claim, plaintiff must allege: 1) the existence of a valid contract between plaintiff and a third party; 2) the defendant's knowledge of the contract; 3) the defendant's intentional acts designed to induce a breach or disruption of the contractual relationship; 4) actual breach or disruption of the contractual relationship; and 5) resulting damage. Quelimane Co. v. Stewart Title, 19 Cal.4th 26, 55, 77 Cal.Rptr.2d 709, 960 P.2d 513 (1998) (holding "wrongfulness" is not an additional element in an interference with contract claim).
Plaintiff makes conclusory allegations that valid "contracts" exist between itself and an unspecified third party. See Compl. ¶ 77. Absent notice to the defendants of some facts surrounding the type or nature of the "contracts" their conduct allegedly interfered with, the court must dismiss this claim with leave to amend.
B. Plaintiff's Intentional Interference with Economic Advantage Claim
To state a claim for intentional interference with economic advantage, plaintiff must allege: 1) an existing economic relationship or one "containing the probability of future economic benefit"; 2) knowledge by the defendant of the relationship; 3) acts by defendant designed to disrupt the relationship; 4) actual disruption of the relationship; 5) damages proximately caused by the acts of the defendant. Della Penna v. Toyota Motor Sales, U.S.A., 11 Cal.4th 376, 380 n. 1 & 392-93, 45 Cal.Rptr.2d 436, 902 P.2d 740 (1995). Significantly, the act must be "wrongful by some legal measure other than the fact of interference itself." Id. at 393, 45 Cal.Rptr.2d 436, 902 P.2d 740. Thus, it is "plaintiff['s] burden to prove, as an element of the cause of action itself, that the defendant['s] conduct was independently wrongful." Bed, Bath & Beyond of La Jolla, Inc. v. La Jolla Vill. Square Venture Partners, 52 Cal.App.4th 867, 881, 60 Cal.Rptr.2d 830 (1997).*fn7
Again, the court finds that plaintiff makes conclusory allegations that economic relationships between plaintiff and another exist that "contain[ ] a probable future economic benefit or advantage to the plaintiff." See id. at 380 n. 1, 45 Cal.Rptr.2d 436, 902 P.2d 740. "[A]n essential element of the tort of interference with prospective business advantage is the existence of a business relationship with which the tortfeasor interfered. Although this need not be a contractual relationship, an existing relationship is required." Roth v. Rhodes, 25 Cal.App.4th 530, 546, 30 Cal.Rptr.2d 706 (1994) (holding that motion for judgment on the pleadings was properly granted because plaintiff alleged an existing relationship only with speculative "future patients"). Similarly here, the complaint alleges no specific existing or prospective relationships and relies on conclusory language that merely repeat the elements of the tort. Such vague allegations do not satisfy federal pleading requirements because defendants are not on notice of which relationships they allegedly disrupted. See Conley, 355 U.S. at 45-46, 78 S.Ct. 99.
Furthermore, plaintiff fails to allege wrongful conduct on behalf of defendants to satisfy the elements of the tort. Given the court's dismissal of plaintiff's Lanham Act claim for false advertising with leave to amend, plaintiff has not demonstrated that defendants were engaging in wrongful conduct. To successfully bring this claim, plaintiff must allege specific wrongful acts that defendant committed that gave rise to the interference with plaintiff's alleged economic relationships. Therefore, the court grants defendants' motion to dismiss claim ten with leave to amend.
IX. Claim Eleven — Negligent Interference with Economic Advantage
Plaintiff brings a cause of action for negligent interference with economic advantage against TeraRecon and Taylor. Both defendants move to dismiss this claim. To state a claim for negligent interference with economic advantage, plaintiff must allege defendant owed plaintiff a duty of care in addition to the elements required to state a cause of action for intentional interference with economic advantage. J'Aire Corp. v. Gregory, 24 Cal.3d 799, 803-04, 157 Cal.Rptr. 407, 598 P.2d 60 (1979).
As stated above, plaintiff fails to satisfy the underlying elements of an interference with economic advantage claim.
Plaintiff also fails to allege that either TeraRecon or Taylor owed a duty to plaintiff that would invoke this kind of tort claim. Plaintiff claims that TeraRecon has a duty to AccuImage because the two companies compete against each other and competitors generally have a duty not to engage in unfair competition. See PMC, 78 Cal.App.4th at 1381, 93 Cal.Rptr.2d 663. Defendants, on the other hand, argue that California law extends a qualified privilege to compete in business dealings because the law favors free competition. See A-Mark Coin Co. v. General Mills, Inc., 148 Cal.App.3d 312, 323, 195 Cal.Rptr. 859 (1983). The court does not find that a duty of care exists between TeraRecon and AccuImage as competitors.
Plaintiff also alleges that Taylor owed a duty to plaintiff in support of its negligent interference with economic advantage claim. See J'Aire, 24 Cal.3d at 804, 157 Cal.Rptr. 407, 598 P.2d 60. The complaint alleges that Taylor entered into an employment agreement with plaintiff and signed confidentiality provisions that created contractual obligations between Taylor and AccuImage. Compl. ¶¶ 17-19, 24. Thus, plaintiff's proper remedy against Taylor is for breach of fiduciary duty and breach of contract, both claims that Taylor does not move to dismiss. See Compl. ¶¶ 67-71, 72-75. While a duty of care may be created by statute or contract, allowing plaintiff to recover on both tort and contract theories of liability because of Taylor's alleged conduct before and after terminating his employment with plaintiff would be improper. See J'Aire, 24 Cal.3d at 803, 157 Cal.Rptr. 407, 598 P.2d 60.
Finally, the court fails to understand what aspects of defendants' alleged conduct was negligent. The complaint is rife with allegations of intentional, not negligent, conduct. Thus, the court believes that a jury could not find that defendants negligently interfered with plaintiff's economic relationships. For the reasons stated above and in the absence of allegations of negligent conduct, the court dismisses claim eleven with leave to amend.
X. Claim Twelve — Unjust Enrichment
Plaintiff alleges that all defendants have "received revenues and saved costs which they would not otherwise have received and saved" but for the misuse of AccuImage's trade secrets or proprietary information. Compl. ¶¶ 87-91. Only Saito and Boyd move to dismiss this claim.
To state a claim for unjust enrichment, plaintiff must allege: 1) receipt of a benefit, and 2) unjust retention of the benefit at the expense of another. Lectrodryer v. SeoulBank, 77 Cal.App.4th 723, 726, 91 Cal.Rptr.2d 881 (2000). California courts interpret the term "benefit" to "denote any form of advantage." See, e.g., Ghirardo v. Antonioli, 14 Cal.4th 39, 51, 57 Cal.Rptr.2d 687, 924 P.2d 996 (1996). But for a benefit to be conferred, it is "not essential that money be paid directly to the recipient by the party seeking restitution." Cal. Fed. Bank v. Matreyek, 8 Cal.App.4th 125, 132, 10 Cal.Rptr.2d 58 (1992). However, to state a claim upon which relief can be granted, plaintiff must allege that Saito and Boyd actually received a benefit at plaintiff's expense.
A. Saito's Motion to Dismiss Claimn Twelve
Plaintiff fails to allege sufficient facts to support an unjust enrichment claim against Saito. The allegation that Saito received a benefit because of his position either as an officer or shareholder of TeraRecon does not satisfy pleading requirements. Furthermore, the additional facts that plaintiff includes in its opposition, such as the allegation that "[a]ny benefit to TeraRecon's bottom line as a result of defendants' tortious activity will surely inure to Saito's individual benefit," do not state a valid claim because plaintiff fails to allege any specific facts regarding the amount of benefit that Saito received or any detail of the circumstances surrounding Saito's actual receipt of the benefit.
Similarly, plaintiff's sweeping allegation that Saito as a TeraRecon shareholder received a benefit because of his alleged ownership interest in the corporation fails to state a claim for unjust enrichment. Therefore, the court dismisses claim twelve as to Saito with leave to amend.
B. Boyd's Motion to Dismiss Claim Twelve
Plaintiff's allegation that Boyd was unjustly enriched in his position as a TeraRecon shareholder and as a member of AccuImage's Board of Directors also fails to meet pleading requirements. Even if the court assumes that Boyd was "one of TeraRecon's largest shareholders," plaintiff fails to allege facts establishing that Boyd received a benefit from the alleged wrongful conduct. Indeed, plaintiff does not allege that Boyd sold his stock holdings or personally received a benefit at plaintiff's expense. Nor does plaintiff explain why the court should hold both TeraRecon and its shareholders liable for the benefit the defendant corporation allegedly received by misappropriating plaintiff's trade secrets. If TeraRecon is eventually forced to disgorge the unjust benefit the corporation received, any benefit that Boyd as a shareholder received would also then return to plaintiff. The court finds that plaintiff fails to demonstrate Boyd was unjustly enriched at the expense of AccuImage. Boyd's motion to dismiss claim twelve is granted with leave to amend.
The court would have been less rigorous in the disposition of these claims had plaintiff been more selective in its pleadings. Defendants simply do not have sufficient notice of the basis for many of the claims against them. Contrary to plaintiff's view, the court holds that discovery is not the appropriate time to ascertain whether such fundamental facts indeed exist.
For the foregoing reasons, the court: 1) GRANTS with prejudice defendants' motions to dismiss claim six and claim seven against all defendants; 2) GRANTS with leave to amend defendants' motions to dismiss claim one against TeraRecon and Taylor, claim two against TeraRecon, claim four against Saito, claim five against Saito, claim ten against TeraRecon and Taylor, claim eleven against TeraRecon and Taylor, and claim twelve against Boyd and Saito; and 3) DENIES defendants' motions to dismiss claim five against Boyd, and claim eight against Boyd.
IT IS SO ORDERED.