## Facts

- Martinez signed an employment agreement with Software Architects, Inc. (SARK) containing a noncompetition provision; the agreement did not address assignability.
- Sogeti acquired SARK, and Martinez became Sogeti’s employee; Sogeti alleged SARK assigned its rights in Martinez’s agreement to Sogeti as part of the acquisition.
- Martinez resigned from Sogeti and immediately began working for competitor Neudesic, LLC.
- Sogeti alleged Martinez breached the restrictive covenant by working for Neudesic and recruiting Sogeti employees.
- Sogeti also alleged Martinez misappropriated Sogeti’s trade secrets and confidential business information to compete and recruit.
- Martinez and his spouse (joined for community-property purposes) moved to dismiss the breach-of-covenant and trade-secret counts under Rule 12(b)(6).

## Issues

1. Whether a successor employer may enforce an employee’s restrictive covenant under Arizona law when the agreement is silent on assignment and the employee did not expressly consent to assignment.
2. Whether the complaint stated a plausible claim for trade secret misappropriation against the Martinez defendants sufficient to survive Rule 12(b)(6).

## Decision

- The court denied the motion to dismiss Counts One (breach of restrictive covenant) and Three (trade secret misappropriation).
- The court held the complaint plausibly alleged an assignment of the restrictive covenant enforceable by Sogeti under Arizona law, despite contractual silence on assignability and without requiring Martinez’s express consent.
- The court held Sogeti’s trade-secret allegations were sufficiently pleaded at the motion-to-dismiss stage.

## Legal Principles

- Under Arizona law, contractual rights are generally assignable unless barred by contract language, public policy, or a material change in the obligor’s duties.
- An employee’s express consent is not categorically required for a successor to enforce a restrictive covenant when the agreement does not prohibit assignment and no public-policy bar applies.
- Arizona evaluates restrictive covenants primarily for reasonableness (scope, duration, and protection of legitimate business interests), rather than treating them as nonassignable personal arrangements.
- On Rule 12(b)(6), the court accepts well-pleaded allegations as true and draws reasonable inferences in the plaintiff’s favor; detailed identification of all alleged trade secrets is not required at the pleading stage when the allegations provide fair notice and plausibly allege misappropriation.

## Conclusion

The court allowed Sogeti to proceed on claims that it could enforce Martinez’s noncompete as an assignee following an acquisition and that Martinez plausibly misappropriated trade secrets, rejecting dismissal at the pleading stage.


Sogeti USA LLC v. Scariano, 606 F. Supp. 2d 1080 (D. Ariz. 2009)