TUTSA Preemption Does Not Bar Fiduciary Duty Claims Based on Independent Conduct Beyond Trade Secret Misappropriation
Read the Court's Opinion (PDF)
Judge Marialyn Barnard
The Business Court of Texas denied Ayr Energy's Rule 91a motion to dismiss claims for knowing participation in breach of fiduciary duty, holding that TUTSA preempts only claims premised on the same facts as trade secret misappropriation—not claims based on independent conduct such as employees using company resources to develop competing businesses while still employed. The court further held that a corporate defendant may be charged with knowledge its agents acquired while acting within the scope of their authority in furtherance of the defendant's business.
Court Staff Summary
Denying the defendants' motion to dismiss under TRCP 91a. To the extent that the plaintiffs’ breach-of-fiduciary-duty and knowing-participation claims are based on conduct independent of any alleged trade-secret-misappropriation, those claims are not preempted by TUTSA. The defendant may be charged with the knowledge its agents acquired while conducting the defendant’s business. The plaintiffs, therefore, adequately pled the knowledge element of their knowing-participation claim.
Background and Procedural Posture
Unimachts Global, LLC and affiliated Zetwerk entities sued Ayr Energy Inc. in the Business Court of Texas, Eleventh Division. Ayr moved to dismiss under Texas Rule of Civil Procedure 91a on two grounds: that plaintiffs' claims for knowing participation in breach of fiduciary duty were preempted by the Texas Uniform Trade Secrets Act (TUTSA), and that plaintiffs failed to adequately plead Ayr's knowledge of the alleged breach. The court held a hearing on April 28, 2026.
The Rule 91a Standard
Texas Rule of Civil Procedure 91a permits dismissal of claims that have "no basis in law or fact." As the court explained, "[a] cause of action has no basis in law or fact if the allegations, if taken as true, together with inferences reasonably drawn from them, do not entitle the claimant to the relief sought."
TUTSA Preemption Framework
The court analyzed TUTSA's preemption provision, which the Texas Uniform Trade Secrets Act designed "[t]o prevent inconsistent theories of relief for the same underlying harm by eliminating alternative theories of common law recovery which are premised on the misappropriation of a trade secret," quoting Super Starr Int'l, LLC v. Fresh Tex Produce, LLC. The court noted that "TUTSA 'preempts claims that rely on the same facts as a trade-secret-misappropriation claim,'" citing Trinseo Eur. GmbH v. Kellogg Brown & Root, L.L.C. and Coe v. DNOW LP.
TUTSA defines trade secrets as information that "the owner of the trade secret has taken reasonable measures under the circumstances to keep the information secret" and which derives independent economic value from not being known or readily ascertainable by those who could benefit economically from its "disclosure or use of the information."
Note: The source opinion provided is incomplete, ending mid-sentence on page 2. The court's full analysis of how these legal standards applied to the specific facts alleged, as well as the ultimate ruling on the motion, are not included in the available text.