## Facts

- nMotion, Inc. was formed around a business plan involving three-dimensional flight-simulator game software called “Pro Pilot,” which nMotion learned was available for purchase.
- Environmental Tectonics Corporation and its sister company, ETC‑PZL Aerospace Industries, SP (together, ETC), designed and sold flight-simulation products, including the General Aviation Trainer (GAT).
- nMotion approached ETC about partnering to acquire Pro Pilot and presented a business proposal describing how Pro Pilot could be used to improve the visual features of ETC’s GAT product.
- During subsequent discussions and meetings, nMotion and ETC signed two nondisclosure agreements (NDAs) that barred ETC from disclosing or using nMotion’s confidential information.
- The parties never finalized a partnership or joint acquisition agreement for Pro Pilot.
- ETC later purchased Pro Pilot on its own.
- nMotion later learned ETC intended to release an updated simulator, “GAT 2,” and alleged that GAT 2 incorporated Pro Pilot code and reflected nMotion’s idea to buy Pro Pilot and use it with GAT.
- nMotion sued ETC in federal court in Oregon, claiming ETC breached the NDAs by using nMotion’s ideas and also committed unfair competition under Oregon’s “corporate morality” doctrine.
- ETC responded that any idea or information it used appeared in nMotion’s initial business proposal, which was publicly disclosed and not covered by the NDAs, and that nMotion failed to point to any additional specific confidential information disclosed under the NDAs.

## Issues

1. Whether nMotion produced evidence creating a genuine dispute that ETC used nonpublic “confidential information” disclosed under the NDAs (rather than information already disclosed in nMotion’s initial business proposal), such that a breach-of-contract claim could survive summary judgment.
2. Whether nMotion’s Oregon unfair-competition claim based on the “corporate morality” doctrine could proceed, given the parties’ contractual relationship and Oregon’s Uniform Trade Secrets Act (OUTSA).

## Decision

- The Ninth Circuit affirmed the district court’s grant of summary judgment for ETC on nMotion’s breach-of-contract (NDA) claim.
- The court held nMotion did not identify any specific confidential information it disclosed to ETC under the NDAs beyond the contents of the initial business proposal, and the proposal was not protected by the NDAs.
- The Ninth Circuit also affirmed summary judgment for ETC on the unfair-competition claim, agreeing that Oregon’s corporate-morality theory could not be used to impose liability in this setting, particularly in light of OUTSA.

## Legal Principles

- A plaintiff claiming breach of an NDA must identify the specific information allegedly disclosed and misused, and must show that the information falls within the agreement’s definition of protected confidential material.
- Information that is publicly disclosed or outside the NDA’s scope cannot support an NDA breach claim, even if the defendant later pursues a project similar to the plaintiff’s pitch.
- At summary judgment, a plaintiff cannot rely on general allegations that a defendant “stole the idea”; the record must show use of identified protected disclosures.
- Oregon’s OUTSA limits common-law misappropriation-style theories; an unfair-competition claim framed as “corporate morality” is not a substitute for proving contract breach or statutory trade-secret elements.
- Where the parties’ relationship and duties are set by written agreements, courts are reluctant to add extra-contractual duties through broad equitable unfair-competition doctrines.

## Conclusion

The Ninth Circuit affirmed summary judgment for ETC because nMotion failed to point to any specific, nonpublic information disclosed under the NDAs that ETC used, and nMotion’s attempt to proceed on an Oregon “corporate morality” unfair-competition theory could not circumvent the parties’ contract framework or OUTSA’s control of trade-secret-type disputes.


nMotion, Inc. v. Environmental Tectonics Corp., 148 F. App’x 591 (2005)