United States District Court, N.D. California, San Jose Division
ORDER GRANTING PARTIAL MOTION TO DISMISS WITH
PREJUDICE RE: DKT. NO. 51
H. KOH United States District Judge.
the Court is Defendant Sunpower Corporation's
(“Sunpower”) Partial Motion to Dismiss
SolarCity's Claim for Declaratory Relief and Claims Based
on the “Demand Logic Guarantee”
(“motion”). ECF No. 51. The Court finds that the
motion is suitable for resolution without oral argument and
therefore VACATES the hearing scheduled for May 11, 2017.
Having considered the briefing of the parties, the record in
the case, and the relevant law, the Court hereby GRANTS
Sunpower's motion with prejudice.
instant case involves a trade secrets dispute between
SolarCity Corporation (“Solarcity”) and
Defendants Sunpower and Anne Shuldes-Torricelli
(“Shuldes-Torricelli”). ECF No. 1. Solarcity and
Sunpower are competing providers of home solar energy.
Id. ¶¶ 1-3. SolarCity maintains non-public
databases of customer information called “Salesforce
Records.” Id. ¶ 16. SolarCity claims that
the Salesforce Records are valuable and confidential and
“provide SolarCity with a significant competitive
advantage over SolarCity's competitors in a number of
ways, including by enabling SolarCity to build and leverage
its goodwill in the community and lower SolarCity's cost
of customer acquisition.” Id. ¶ 17.
SolarCity claims that it requires all employees to sign
confidentiality agreements regarding the Salesforce Records.
Id. ¶ 18.
was an employee of SolarCity with the title of Project
Development Manager from February 23, 2015 to July 1, 2016.
Id. ¶ 19. As part of her employment,
Shuldes-Torricelli signed a confidentiality agreement in
which she promised not to reveal SolarCity's confidential
information. Id. ¶¶ 20-26. In 2016,
SolarCity placed Shuldes-Torricelli on a three-month
performance improvement plan and ultimately terminated
Shuldes-Torricelli's employment on July 1, 2016.
Id. ¶¶ 32-34.
applied for a position at Sunpower on June 6, 2016.
Id. ¶ 32. In August 2016, Sunpower hired
Shuldes-Torricelli as a Strategic Business Development
Manager, Smart Energy. Id. ¶ 35.
alleges that before leaving SolarCity, Shuldes-Torricelli
“repeatedly accessed SolarCity's Salesforce
customer database, downloaded hundreds of commercial customer
records comprising SolarCity's confidential information
and trade secrets, and saved SolarCity's confidential
information and trade secrets onto a personal external hard
drive, which she retained after termination of her
employment.” Id. ¶ 36. SolarCity has
hired forensic investigators and devoted other resources to
investigating and responding to Shuldes-Torricelli's
conduct. Id. ¶ 43.
September 23, 2016, SolarCity sent a letter to
Shuldes-Torricelli stating that Shuldes-Torricelli was acting
in violation of the confidentiality agreement that she had
signed as part of her employment at SolarCity. Id.
¶ 47. In the letter, SolarCity requested
Shuldes-Torricelli to either give assurances that she had not
kept possession of SolarCity's confidential information
or to immediately cease using SolarCity's confidential
information and to identify what confidential information
Shuldes-Torricelli had retained and to whom
Shuldes-Torricelli had disclosed that information.
Id. ¶ 49. Shuldes-Torricelli responded to the
letter on September 27, 2016, but did not provide assurances
to SolarCity's satisfaction. Id. ¶ 50.
September 23, 2016, SolarCity sent a letter to Sunpower's
general counsel asking Sunpower to describe the steps it took
to ensure that Shuldes-Torricelli did not retain or use
confidential SolarCity data, that Shuldes-Torricelli returned
all confidential information to SolarCity, and that Sunpower
did not use any of the confidential data. Id. ¶
55. Sunpower responded to the letter on September 26, 2016,
but did not provide assurances to SolarCity's
satisfaction. Id. ¶¶ 57-58. Based on these
allegedly inadequate responses, SolarCity alleges that
“Shuldes is knowingly and improperly using
SolarCity's stolen trade secrets without authorization,
and that SunPower knows and approves of this conduct.”
Id. ¶ 58.
also claims that soon after Shuldes-Torricelli left SolarCity
and began working at Sunpower, Sunpower began to use
contractual language known as the “Demand Logic
Guarantee” in Sunpower's contracts. Id.
¶ 59. SolarCity alleges that use of the “Demand
Logic Guarantee” is part of Sunpower's
“unfair approach to competing with SolarCity.”
Id. ¶ 61.
filed the complaint in the instant action on September 27,
2016. ECF No. 1. In the complaint, SolarCity asserts eight
causes of action: violation of the Defend Trade Secrets Act,
18 U.S.C. § 1836, against both Defendants; declaratory
relief regarding SolarCity's rights to its trade secrets
and other proprietary information against both Defendants;
conversion against both Defendants; trespass to chattels
against both Defendants; unjust enrichment/restitution
against Sunpower; violation of the Unfair Competition Law,
Cal. Bus. & Prof. Code §§ 17200, et
seq., against both Defendants; breach of contract
against Shuldes-Torricelli; and breach of the covenant of
good faith and fair dealing against Shuldes-Torricelli.
Id. ¶¶ 62-116.
March 20, 2017, Shuldes-Torricelli answered the complaint.
ECF No. 49. Also on March 20, 2017, Sunpower filed the
instant partial motion to dismiss, ECF No. 52, and a request
for judicial notice in support of the motion, ECF No. 53.
Also on March 20, 2017, Sunpower filed an answer to the
complaint on the causes of action that Sunpower had not moved
to dismiss. ECF No. 54. On April 14, 2017, SolarCity filed ...