Aramsco, Inc. v. Hughes

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO. 25-14271-CIV-CANNON/MAYNARD
ARAMSCO, INC.,
Plaintiff,
v.
KERIN DEAN HUGHES,
Defendant.
__________________________________/
REPORT AND RECOMMENDATION
Plaintiff Aramsco, Inc. brings this four-count lawsuit against Defendant Kerin Dean
Hughes alleging violations of the Defend Trade Secrets Act (Count I) and the Florida Uniform
Trade Secrets Act (Count II), as well as breach of contract (Count III) and breach of the covenant
of good faith and fair dealing (Count IV). DE 1. Mr. Hughes filed a Motion to Dismiss Counts I
and II (“Motion”). DE 9. Aramsco responded in opposition, DE 11, and Mr. Hughes replied. DE
12. Presiding U.S. District Judge Aileen M. Cannon referred the Motion to me for a report and
recommendation. 	DE 13. 	For the reasons stated below, I recommend that the Motion be
GRANTED and that the Complaint be dismissed in its entirety with leave to file an amended
complaint.
BACKGROUND
At this motion to dismiss stage, I must accept the factual allegations in the Complaint as
true and construe them in the light most favorable to the plaintiff, Aramsco.
Aramsco is a company providing products and services in the “traffic safety and pavement
marking industry,” among other areas. DE 1 at 5 ¶ 20. In growing its business, Aramsco developed
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confidential, proprietary information (“Confidential Information”). Id. at 5 ¶ 21. This information
“includes, but is not limited to,” the following:
non-public customer, supplier, and vendor lists, contents of any database, contracts,
technical know-how, pricing and cost information, performance standards, business
plans, proprietary data, projections, market research, strategic plans, marketing
information, financial information, financial models, sales information, training
manuals, employee lists, and other competitively sensitive information.
Id. Aramsco protects this information from non-employees through passwords and confidentiality
agreements. Id. at 5, 6 ¶¶ 21, 23. Aramsco alleges that a “subset of” the Confidential Information
constitutes trade secrets. 	Id. at 5 ¶ 22. 	Aramsco further alleges that the “combination of the
identity of [existing and potential] customers and their needs . . . constitutes a valuable trade
secret.” Id. at 6 at ¶ 24.
Aramsco hired Mr. Hughes as an Outside Sales Representative on June 16, 2023. DE 1 at
6 ¶ 25. 	In this role, Mr. Hughes was responsible for management of sales, customer relations,
vendor relations, and related duties within a designated territory. Id. at 6–7 ¶ 26. On October 29,
2024, while still employed by Aramsco, Mr. Hughes registered a limited liability company in
North Carolina named Hughes Industries, LLC. Id. at 9 ¶ 35.
On February 13, 2025, Mr. Hughes resigned from Aramsco. DE 1 at 9 ¶ 35. Five days
later, he formally notified the North Carolina Secretary of State that Hughes Industries, LLC,
would do business as Hyperformance Graphics and Hyperformance Traffic Safety Supplies. Id.
at 9 ¶ 36. Hyperformance Traffic Safety Supplies advertises that it is “a distributor of pavement
maintenance products and equipment, traffic safety items, and traffic signage” and that its services
are available across the United States, including in Florida. Id. at 10–12 ¶ 38–40. Since starting
Hyperformance Traffic Safety Supplies, Mr. Hughes has contacted at least two Aramsco customers
to promote Hyperformance’s services. Id. at 12 ¶ 43.
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Aramsco filed this lawsuit for damages caused by Mr. Hughes’s alleged improper use of
Aramsco’s Confidential Information. 	DE 1 at 17–18. 	In the Counts relevant to the Motion to
Dismiss, Aramsco asserts Mr. Hughes misappropriated Aramsco’s trade secrets in violation of the
Defend Trade Secrets Act, 18 U.S.C. § 1831, et al. (Count I), and the Florida Uniform Trade
Secrets Act, Chapter 688, Florida Statutes (Count II). Id. at 12–15.
According to Aramsco, Mr. Hughes “had access to Aramsco’s most valuable confidential
information and trade secrets, including, but not limited to, client leads, vendor contact
information, vendor pricing lists, financial performance models, customer contacts, contractor
agreements, and government bids.” DE 1 at 7 ¶ 28. See also id. at 13 ¶ 48 (alleging Aramsco’s
trade secrets “relate to client leads, vendor contact information, vendor pricing lists, financial
performance models, customer contacts, customer pricing, contractor agreements, and government
bids”), 14–15 at ¶ 55 (same).
LEGAL STANDARD
Under Federal Rule of Civil Procedure 12(b)(6), a party may move to dismiss a complaint
for failure to state a claim upon which relief can be granted. When considering such a motion, a
court must accept the factual allegations set forth in the complaint as true and must construe the
complaint in the light most favorable to the plaintiff. Bell Atlantic Corp. v. Twombly, 550 U.S.
544, 555–56 (2007); Jackson v. Bellsouth Telecomms., 372 F.3d 1250, 1262 (11th Cir. 2004).
To survive a motion to dismiss, a plaintiff must plead “enough facts to state a claim to
relief that is plausible on its face,” thus “nudg[ing its] claims across the line from conceivable to
plausible.” 	Twombly, 550 U.S. at 570. 	A claim is facially plausible “when the plaintiff pleads
factual content that allows the court to draw the reasonable inference that the defendant is liable
for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). The Federal Rules do
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not require “detailed factual allegations” but demand more than “an unadorned, the-defendant-
unlawfully-harmed-me accusation.” Id. (internal quotation marks omitted). The allegations must
be enough to raise a right to relief above the speculative level. 	Twombly, 550 U.S. at 555–56;
Randall v. Scott, 610 F.3d 701, 705 (11th Cir. 2010).
DISCUSSION
Mr. Hughes argues that the Complaint falls short of pleading requirements by failing to
sufficiently define the relevant trade secrets. 	On this basis, Mr. Hughes moves for dismissal of
Counts I and II.
Under the Defend Trade Secrets Act, trade secrets include:
all forms and types of financial, business, scientific, technical, economic, or
engineering information, including patterns, plans, compilations, program devices,
formulas, 	designs, 	prototypes, 	methods, 	techniques, 	processes, 	procedures,
programs, or codes, whether tangible or intangible, and whether or how stored,
compiled, 	or 	memorialized 	physically, 	electronically, 	graphically,
photographically, or in writing if—
(A) the owner thereof has taken reasonable measures to keep such
information secret; and
(B) 	the 	information 	derives 	independent 	economic 	value, 	actual 	or
potential, from not being generally known to, and not being readily ascertainable
through proper means by, another person who can obtain economic value from the
disclosure or use of the information.
18 U.S.C. § 1839(3). Similarly, the Florida Uniform Trade Secrets Act defines a trade secret to
include:
information, including a formula, pattern, compilation, program, device, method,
technique, or process that:
(a) Derives independent economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by, other
persons who can obtain economic value from its disclosure or use; and
(b) Is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy.
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Fla. Stat. § 688.002(4). 	Though the federal and Florida trade secrets laws vary slightly in their
definitions, “the same substantive analysis applies to both statutes.” 	City Commc’ns, Inc. v.
DailyTel, Inc., 2024 WL 3105929, at *9 (S.D. Fla. June 12, 2024) (citation omitted).
Whether information constitutes a trade secret is a fact issue not appropriate for resolution
at this stage. 	City Commc’ns, 2024 WL 3105929, at *10 (citation omitted). 	Nonetheless, to
survive a motion to dismiss, a plaintiff must “allege sufficient facts to plausibly show a trade secret
was involved and to give the defendant notice of the material it claims constituted a trade secret.”
DynCorp Internat’l v. AAR Airlift Group, Inc., 664 F. App’x 844, 848 (11th Cir. 2016) (citations
omitted). See also Lupin Atlantis Holdings SA v. Zeng, 2024 WL 4491993, at *3 (S.D. Fla. Oct.
15, 2024) (quoting DynCorp, 664 F. App’x at 848). This requires more than identifying “broad
categories of information, such as financial and technical data.” Lupin, 2024 WL 4491993, at *3
(citing DynCorp, 664 F. App’x at 848). Rather, a plaintiff must provide “some specifics” regarding
the alleged trade secrets. DeCurtis LLC v. Carnival Corp., 2021 WL 1540518, at *3 (S.D. Fla.
Apr. 20, 2021) (internal quotation marks omitted).
The Complaint does not meet these requirements. 	Aramsco describes a long list of
Confidential Information, including general categories such as “contents of any database,”
“contracts,” and “sales information.” 	DE 1 at 5 ¶ 21. 	Aramsco alleges that a “subset” of this
information constitutes trade secrets providing a competitive advantage. 	Id. at 5 ¶ 22. 	These
allegations fail to provide notice of which items of the Confidential Information qualify as trade
secrets or “which trade secrets [Hughes] is actually being accused of misappropriating.” DeCurtis,
2021 WL 1540518, at *3.
Aramsco’s most specific allegation is that “[t]he combination of the identity of [existing
and potential customers] . . . and their needs” is a trade secret. DE 1 at 6. Viewed as a whole,
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however, the Complaint relies on broad, nonspecific categories of information that could
encompass virtually any type of business information. 	These allegations lack the specificity
required to provide notice to Mr. Hughes of the material allegedly constituting misappropriated
trade secrets, and Aramsco has thus failed to state a claim. Lupin, 2024 WL 4491993, at *3 (citing
DynCorp, 664 F. App’x at 848). See Taxinet, Corp. v. Leon, 2018 WL 3405243, at *3 (S.D. Fla.
July 12, 2018) (granting motion to dismiss Florida Uniform Trade Secret Act claim because
plaintiff’s allegations “only indicate[d] ‘broad categories of information’” and “the allegations to
state such a claim [we]re vague and conclusory”); Vital Pharm., Inc. v. Alfieri, 2021 WL 9098064,
at *4 –*5 (S.D. Fla. July 2, 2021) (granting motion to dismiss Florida Uniform Trade Secrets Act
claim where complaint “contain[ed] no specific allegations to put [defendant] on notice of what
the trade secrets [we]re”); DeCurtis, 2021 WL 1968327, at *8 (granting motion to dismiss claims
under Florida and federal trade secrets laws because plaintiff failed to sufficiently allege specific
trade secrets).
However, because Aramsco could state a claim by pleading trade secrets more specifically,
I find it appropriate to recommend the Court allow amendment. 	See Thomas v. Farmville Mfg.
Co., Inc., 705 F.2d 1307, 1307–08 (11th Cir. 1983) (“A grant of leave to amend is particularly
appropriate following dismissal of a complaint for failure to state a claim . . . .”) (citation omitted).
Mr. Hughes also argues Aramsco fails to adequately allege the asserted trade secrets
“derive independent economic value from not being generally known or readily ascertainable by
others who could profit from [their] disclosure or use” and “are . . . subject to reasonable secrecy
efforts.” 	DE 9 at 6 (citing 18 U.S.C. § 1893(3); Fla. Stat. § 688.002(4)). 	I need not reach this
issue, having already determined that Aramsco’s broad and nonspecific allegations are insufficient
to state a claim. Nonetheless, I note that had Aramsco specifically identified its trade secrets, its
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allegations that those trade secrets “give Aramsco a key advantage in the marketplace over a fast-
growing set of competitors” and are protected by passwords and confidentiality agreements, id. at
5–6 ¶¶ 21–23, would have been sufficient to satisfy the economic value and reasonable secrecy
elements at the motion to dismiss stage. See DynCorp, 664 F. App’x at 849 (finding allegations
that information “was confidential and subject to . . . non-disclosure and confidentiality
agreements, and that the information could be used by [the defendant] to make its . . . bid more
competitive” sufficiently showed the information was a trade secret under Florida law).
CONCLUSION
Aramsco has not adequately alleged what trade secrets Mr. Hughes misappropriated. The
alleged factual content is insufficient to nudge the claims in Count I and Count II across the line
from conceivable to plausible.
Accordingly, I respectfully RECOMMEND that the Motion to Dismiss, DE 9, be
GRANTED, and Counts I and II be dismissed without prejudice and with leave to amend
consistent with the guidance and findings in this report.
NOTICE OF RIGHT TO OBJECT
The parties shall have fourteen (14) days from the date of being served with a copy of this
Report and Recommendation within which to file written objections, if any, with U.S. District
Judge Aileen M. Cannon. 	Failure to file objections timely shall bar the parties from a de novo
determination by the District Judge of an issue covered in the Report and Recommendation and
shall bar the parties from attacking on appeal unobjected-to factual and legal conclusions contained
in this Report and Recommendation. See 28 U.S.C. § 636(b)(1); Thomas v. Arn, 474 U.S. 140,
149 (1985); Henley v. Johnson, 885 F.2d 790, 794 (11th Cir. 1989); 11th Cir. R. 3-1 (2016).
Conversely, if a party does not intend to object to this Report and Recommendation, then
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that party shall file a Notice of such within five (5) days of the date of this Report and
Recommendation.
DONE AND RECOMMENDED in Chambers at Fort Pierce, Florida, this 24th day of
February, 2026.
_______________________________
SHANIEK MILLS MAYNARD
U.S. MAGISTRATE JUDGE
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