## Facts

- SunPower Corp. manufactured and distributed solar panels and maintained electronic files containing customer information, price lists, market reports, and other sales and marketing data.
- Several employees in sales roles left SunPower and joined SolarCity; they had signed agreements restricting disclosure of confidential or proprietary information and requiring return of such information at termination.
- SunPower alleged it discovered that, shortly before departure, at least one former employee forwarded emails containing SunPower business information to a personal email address.
- After a forensic investigation, SunPower alleged that each former employee copied or transferred large numbers of SunPower electronic files using methods such as email and portable storage devices.
- SunPower alleged SolarCity received and used the copied materials to accelerate its commercial sales operations and obtain an unfair competitive advantage.
- SunPower sued for misappropriation of trade secrets under the California Uniform Trade Secrets Act (CUTSA) and also asserted additional claims premised on “non-trade secret proprietary information,” including conversion, trespass to chattels, and unfair competition.

## Issues

1. Whether CUTSA supersedes common-law and statutory claims (e.g., conversion, trespass to chattels, unfair competition) when they are based on the same nucleus of facts as a CUTSA trade secret misappropriation claim.
2. Whether the non-CUTSA claims were adequately pleaded as resting on wrongdoing independent of alleged trade secret misappropriation.

## Decision

- The court granted defendants’ partial motion to dismiss the non-trade-secret claims.
- The court held that CUTSA supersedes other civil remedies to the extent the claims are based on the same nucleus of facts as alleged trade secret misappropriation and do not plead independent wrongdoing.
- Because SunPower’s non-trade-secret claims were grounded in the same alleged conduct (unauthorized access, copying, and removal of electronic files) and were not factually distinguished from the CUTSA theory, those claims were dismissed as superseded.
- SunPower’s CUTSA claim for trade secret misappropriation was not dismissed and remained pending.

## Legal Principles

- CUTSA provides the exclusive civil remedy for conduct within its scope and supersedes other civil remedies based on misappropriation of a trade secret.
- CUTSA supersession reaches claims that rely on the same nucleus of facts as a trade secret misappropriation claim, even when the plaintiff labels the information as “confidential,” “proprietary,” or “non-trade secret.”
- Non-CUTSA tort or statutory claims may proceed only if they plead wrongdoing independent of trade secret misappropriation; merely recharacterizing the same alleged taking or use of business information is insufficient.
- Where a complaint does not clearly differentiate (i) trade secret versus non-trade-secret information and (ii) distinct factual predicates for separate claims, non-CUTSA claims premised on misappropriation-like conduct are subject to dismissal under CUTSA supersession.

## Conclusion

The court ruled that SunPower could not pursue conversion, trespass to chattels, unfair competition, and related non-trade-secret theories based on the same alleged copying and removal of electronic files that supported its CUTSA misappropriation claim, absent well-pleaded allegations of independent wrongdoing.


SunPower Corp. v. SolarCity Corp., No. 12-CV-00694-LHK, 2012 WL 6160472 (N.D. Cal. Dec. 11, 2012)