Unimacts Global v. Ayr Energy

FILED IN
BUSINESS COURT OF TEXAS
BEVERLY CRUMLEY, CLERK
ENTERED
2026 Tex. Bus. 31 5/20/2026

The Business Court of Texas,
Eleventh Division

UNIMACTS GLOBAL, LLC, §
ZETWERK MANUFACTURING US §
INC., and ZETWERK §
MANUFACTURING BUSINESS § Cause No. 25-BC11A-0083
PRIVATE LIMITED, §
§
Plaintiffs, §
§
v. §
AYR ENERGY INC., §
§
Defendant.

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MEMORANDUM OPINION AND ORDER
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¶1 Before the court is (1) Defendant’s Rule 91a Motion to Dismiss filed

December 23, 2025, (2) Plaintiffs’ Response to Defendant’s Rule 91a Motion to Dismiss

filed April 9, 2026, and (3) Defendant’s Reply in Support of its Rule 91a Motion to Dismiss

filed April 16, 2026. The court held a hearing on the issue of Defendant’s Rule 91a motion

to dismiss on April 28, 2026.

¶2 Defendant seeks dismissal of Plaintiff’s case under Rule 91a based on two

grounds (1) Plaintiffs’ claims are preempted by the Texas Uniform Trade Secrets Act
(“TUTSA”), TEX. CIV. PRAC. & REM. CODE §134A.007, and (2) Plaintiffs failed to

plead sufficient facts to show Defendant was aware of any breach of fiduciary duty.

¶3 Texas Rule of Civil Procedure 91a provides:

[A] party may move to dismiss a cause of action on the grounds that it

has no basis in law or fact. 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. A cause of action has

no basis in fact if no reasonable person could believe the facts pleaded.

TEX. R. CIV. P. 91(a).

¶4 In their 91a Motion to Dismiss, Defendant first argues Plaintiffs’ claim for

knowing participation in a breach of fiduciary duty is premised on the same facts as the

alleged misappropriation of Plaintiffs’ trade secrets and is therefore preempted by TUTSA.

¶5 The Texas Uniform Trade Secrets Act defines trade secrets as any

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.” TEX. CIV. PRAC. & REM.

CODE §134A.002(6).

¶6 The language of the preemption provision in TUTSA indicates it was created

with the intent “[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.” Super Starr Int’l, LLC v. Fresh Tex Produce, LLC, 531
S.W.3d 829, 843 (Tex. App. —Corpus Christi 2017, no pet.) (citing Smithfield Ham &

Prod. Co. v. Portion Pac, Inc., 905 F.Supp. 346, 348 (E.D. Va. 1995). “In other words,

TUTSA ‘preempts claims that rely on the same facts as a trade-secret-misappropriation

claim...’” Trinseo Eur. GmbH v. Kellogg Brown & Root, L.L.C., 165 F.4th 399, 422 (5th Cir.

2026) (quoting Coe v. DNOW LP, 718 S.W.3d 338, 353 (Tex. App.—Houston (14th Dist.)

2025, pet. filed). Thus, “if proof of some other theory of liability would also prove

misappropriation of a trade secret, then the claim is preempted.” Coe, 718 S.W.3d at 353.

If, however, other theories of liability would prove not to be misappropriation of a trade

secret, it would stand to reason that those claims would not be preempted.

¶7 Under TUTSA, preemption of trade secrets does not affect certain remedies,

including “other civil remedies that are not based upon misappropriation of a trade secret.”

TEX. CIV. PRAC. & REM. CODE § 134A.007(b)(2). Specifically, TUTSA does not bar a

breach-of-fiduciary-duty claim based on the theft of confidential information that was not

a trade secret. See Coe, 718 S.W.3d at 369. TUTSA is not preempted when employees

breach their duties by acting in their own interest and directly creating a separate

competitive business while still working for their employer. See ScaleFactor, Inc. v. Process

Pro Consulting, LLC, 394 F. Supp.3d 680, 686 (W.D. Tex. 2019).

¶8 Plaintiffs’ claims encompass more than misappropriation of trade secrets.

Plaintiffs allege Defendant Ayr Energy, Inc.’s (“Ayr”) officers and employees knowingly

breached fiduciary duties owed to Plaintiffs by soliciting customers and investors on behalf

of Ayr (a competing entity) while still employed by Plaintiffs. Plaintiffs further allege

certain employees used Plaintiffs’ resources and IT infrastructure – including company
devices, company email accounts, and Microsoft Teams accounts – to benefit Ayr while still

employed by Plaintiffs. Specifically, Plaintiffs allege the use of company resources to

develop and promote a competing business during the course of their employment.

¶9 These specific allegations concern conduct independent of the alleged

unauthorized use of confidential information or misappropriation of trade secrets.

Accordingly, to the extent 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.

¶10 While TUTSA clearly preempts theories of liability that would also prove

misappropriation of trade secrets, it does not preempt theories of liability that are not based

on the same facts as the misappropriation of trade secrets claim. See Coe, 718 S.W.3d at

353. In this case, any claim for breach of fiduciary duty based on the taking of trade secrets

is preempted by TUTSA. However, Plaintiffs’ pleaded allegations extend beyond the

alleged misappropriation of trade secrets and include allegations that Defendant used

Plaintiffs’ resources to benefit a competing corporate entity.

¶11 Plaintiffs’ claim of breach of fiduciary duty is an allegation to be determined

based on the facts presented at trial. If Plaintiffs’ allegations as pleaded are found to be

supported by facts asserted, then a reasonable person could reach a decision based on the

law and facts. Taking those allegations as true, as Rule 91a requires, the court cannot

conclude the challenged cause of action has no basis in law or fact.

¶12 Defendant separately argues that Plaintiffs fail to adequately plead the

“knowledge” element of their knowing-participation claim. Under Texas law, a knowing-
participation claim requires allegations that the defendant was aware of its participation in

a third party’s breach of fiduciary duty. See Lara v. Streamline Ins. Servs., LLC, No. 03-19-

00474-CV, 2020 WL 7776080, at *6 (Tex. App. —Austin Dec. 31, 2020, no pet.).

Defendant argues that Plaintiffs rely on imputed knowledge, meaning the knowledge of

Ayr’s agents, to establish Ayr’s knowledge and awareness of the alleged fiduciary duties.

Defendant relies on DeYoung to argue that imputed knowledge is insufficient as a matter

of law. DeYoung v. Beirne, Maynard, & Parsons, L.L.P., No. 01-13-00365-CV, 2014 WL

1058201, at *6 (Tex. App. —Houston [1st Dist.] Mar. 18, 2014, no pet.).

¶13 However, that case addresses different circumstances in which an agent

acted outside the course and scope of the agent’s authority, such that the agent’s authority

could not be imputed on the principal. Id. That limitation does not control in this case,

because Plaintiffs expressly allege Ayr’s agents acted on Ayr’s behalf in furtherance of

Ayr’s business. See Id. (quoting Minyard Food Stores, Inc. v. Goodman, 80 S.W.3d 573, 577

(Tex. 2002) (“The general rule is that an employer is liable for its employee’s torts only

when the tortious act falls within the scope of the employee’s general authority in

furtherance of the employer’s business.”).

¶14 Under Texas law, a corporation necessarily acts and acquires knowledge

through its agents. See Kinzbach Tool Co. v. Corbett-Wallace Corp., 138 Tex. 565, 160

S.W.2d 509, 514 (1942). Accordingly, an agent’s knowledge acquired within the scope of

the agent’s authority is imputed on the principal. Grant Thornton LLP v. Prospect High

Income Fund, 314 S.W.3d 913, 924 (Tex. 2010) (“[A]n agent’s knowledge is generally

imputed to its principal.”); RESTATEMENT (THIRD) OF AGENCY (2006) § 5.03 cmt. B
(“If an agent has actual knowledge of a fact, the principal is charged with the legal

consequences of having actual knowledge of the fact.”).

¶15 In the present case, Plaintiffs allege that former employees Edla, Stuckey,

and Tulshan acted on behalf of Ayr when they solicited customers, sought investors, and

used Plaintiffs’ resources to establish Ayr’s competing business. Taking those allegations

as true, Defendant may be charged with the knowledge its agents acquired while

conducting Defendant’s business. Plaintiffs, therefore, adequately pled the knowledge

element of their knowing-participation claim.

¶16 Plaintiffs’ claims are supported by allegations that extend beyond the alleged

misappropriation of trade secrets, and therefore, are not wholly preempted by TUTSA.

Further, Plaintiffs adequately pled the knowledge element of their knowing-participation

claim by alleging that Defendant’s agents acted on Defendant’s behalf.

¶17 Taking Plaintiffs’ allegations as true, the court cannot conclude Plaintiffs’

cause of action has no basis in law or fact. Defendants' 91a Motion to Dismiss this cause of

action based on no basis in law or fact is therefore DENIED. It is so Ordered that

Defendants’ 91a Motion to Dismiss is Denied.

SO ORDERED.

MARIALYN BARNARD
Judge of the Texas Business Court

SIGNED ON: May 20, 2025
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Case Contacts

Name BarNumber Email TimestampSubmitted Status

Craig Smyser 18777575 csmyser@steptoe.com 5/20/2026 3:50:20 PM SENT

Andrew K. Meade ameade@mnbllp.com 5/20/2026 3:50:20 PM SENT

Leann Pinkerton lpinkerton@mnbllp.com 5/20/2026 3:50:20 PM SENT

Drew Padley 24111325 dpadley@steptoe.com 5/20/2026 3:50:20 PM SENT

Samuel Haren sharen@mnbllp.com 5/20/2026 3:50:20 PM SENT

Karima Maloney kmaloney@steptoe.com 5/20/2026 3:50:20 PM SENT

Edwynna Adams eadams@steptoe.com 5/20/2026 3:50:20 PM SENT

Heather Padron hpadron@steptoe.com 5/20/2026 3:50:20 PM SENT

Brent Hanson bhanson@steptoe.com 5/20/2026 3:50:20 PM SENT

Paul Stancil 797488 pstancil@steptoe.com 5/20/2026 3:50:20 PM ERROR

Christine Sama CSama@goodwinlaw.com 5/20/2026 3:50:20 PM SENT

Huiya Wu hwu@goodwinlaw.com 5/20/2026 3:50:20 PM SENT

David Isaak disaak@steptoe.com 5/20/2026 3:50:20 PM SENT

Linda Casas lcasas@steptoe.com 5/20/2026 3:50:20 PM SENT