Case 1:15-cv-01957-SEB-DML Document 9 Filed 01/04/16 Page 1 of 8 PageID #: 105

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF INDIANA
INDIANAPOLIS DIVISION
PRECISION RINGS, INC.,
Plaintiff,

Case No. 1:15-cv-01957-SEB-DML

v.
WRIGHTSPEED, INC.,
Defendant.
DEFENDANTS BRIEF IN SUPPORT OF ITS RULE 12(b)(6) MOTION TO DISMISS
Defendant Wrightspeed, Inc. respectfully moves this Court pursuant to Fed. R. Civ. P.
12(b)(6) to dismiss all three counts of Plaintiff Precision Rings, Inc.s complaint for failure to
state a claim upon which relief may be granted. Plaintiffs claims fail as a matter of law for two
independent reasons. First, and most fundamentally, Plaintiff fails to allege any facts plausibly
suggesting that Wrightspeed breached the parties nondisclosure agreement. Second, two of the
three drawings that plaintiff alleges are its confidential information cannot constitute
confidential information as defined by the parties nondisclosure agreement because plaintiff
registered and deposited them with the United States Copyright Office, and thus they are
available to the public. Accordingly, Wrightspeed respectfully requests that this Court dismiss
Plaintiffs complaint with prejudice.
I. FACTUAL ALLEGATIONS AND BACKGROUND
Plaintiff is a designer and custom manufacturer of piston rings and seal rings for a variety
of industries including the steam turbine industry. Complaint 4. Wrightspeed is a company in
the powertrain industry. Id. 6. According to the complaint, in October 2014, Plaintiff and
Wrightspeed sought to enter into a transaction for Plaintiff to design and manufacture custom
seal rings for Wrightspeed, and in January 2015, they entered into a nondisclosure agreement
(the NDA, attached as Exhibit A to the complaint) to facilitate the evaluation of the possible
business relationship. Id. 7-8 & Ex. A. Plaintiff filed its complaint in the Marion County

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Superior Court, State of Indiana, on November 13, 2015 (Complaint), and Wrightspeed timely
filed its notice of removal to this Court on December 11, 2015 (Docket No. 1).
In its complaint, Plaintiff alleges it provided part drawings for PR 442502, PR 442503,
and PR 442477 to Wrightspeed under the NDA, and that these three part drawings constitute
confidential information under the NDA. Id. 12-13. Plaintiff further alleges that it sought
assurances from Wrightspeed that there was no breach of the NDA in a pre-suit letter (attached
as Exhibit B to the complaint) and filed suit because Wrightspeed refused to provide the
necessary confirmation and refused to admit that it has violated the [NDA] and not because
Plaintiff had any basis to believe that Wrightspeed violated the NDA. See id. 17-23 & Ex. B.
Plaintiff fails to allege that Wrightspeed misused or disclosed any of these three drawings in
violation of the NDA. See id. 15-23. Rather, Plaintiff alleges that Wrightspeed breached the
NDA by sen[ding] [some unspecified] marked-up engineering drawings, or designs derived
from those drawings that appear to reference [Plaintiffs] part numbers, to at least one of
[Plaintiffs] competitors. See id. 15-16. But plaintiff does not allege that these marked-up
engineering drawings were in fact Plaintiffs part drawings or derived from Plaintiff drawings;
nor does it allege that the part numbers constitute confidential information. See id.
Nor could it plausibly do so. Plaintiffs pre-suit letter to Wrightspeed (attached as
Exhibit B to the complaint), for example, identifies one of those part drawings as copyrighted
(U.S. Copyright Registration No. VAu 1-175-140). See id., Ex. B at 1-2. And Plaintiff publicly
registered and deposited at least two of the three part drawings (PR 442502 and PR 442503) with
the Copyright office.

True and correct copies of Plaintiffs copyright registrations for the

drawings at issue are attached hereto as Exhibit 1.1 These drawings are thus not Confidential
Information and therefore not subject to the NDA.

Wrightspeed requests that the Court take judicial notice of Plaintiffs copyright registrations
and deposits pursuant to Fed. R. Civ. P. 12(d) and Fed. R. Evid. 201. See Personal Keepsakes,
Inc. v. Personalizationmall.com, Inc., 975 F.Supp.2d 920, 924 (N.D. Ill. 2013) (copyright
registrations are public records that the court may take judicial notice of); Wolf v. Travolta,

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II. DISMISSAL STANDARD

Motions to dismiss under Federal Rule of Civil Procedure 12(b)(6) are designed to test
the sufficiency of the complaint. Wyant v. Wayne Twp. Fire Dept, No. 1:11-cv-00145-LJMTAB, 2011 WL 1660605, at *2 (S.D. Ind. May 3, 2011).

Dismissal is proper where the

complaint fails to plead some facts that suggest a right to relief that is beyond the speculative
level. EEOC v. Concentra Health Servs., 496 F.3d 773, 776 (7th Cir. 2007). The plaintiff must
plead enough facts to state a claim to relief that is plausible on its face. Ashcroft v. Iqbal,
556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 557 (2007)).
Threadbare recitals of the elements of a cause of action, supported by mere conclusory
statements, do not suffice. Iqbal, 556 U.S. at 679-680. A claim may also be dismissed under
Rule 12(b)(6) if plaintiffs allegations establish that plaintiff has no claim as a matter of law.
Thomas v. Farley, 31 F.3d 557, 558-59 (7th Cir. 1994).

Plaintiffs complaint does not

sufficiently state a claim and it should be dismissed.

III. ARGUMENT
A.

PLAINTIFFS CLAIM FOR BREACH OF CONTRACT FAILS TO STATE A

CLAIM UPON WHICH RELIEF MAY BE GRANTED.
The essential elements of any breach of contract claim are: (1) the existence of a

contract, (2) the defendants breach thereof, and (3) damages. JMB Mfg., Inc. v. Child
Craft, LLC, No. 4:11-cv-0065-TWP-WGH, 2011 WL 4833094, at *2 (S.D. Ind. Oct. 12, 2011)
(quoting Holloway v. Bob Evans Farms, Inc., 695 N.E.2d 991, 995 (Ind.Ct.App.1998)). Plaintiff
fails to plausibly allege that Wrightspeed breached its nondisclosure agreement with Plaintiff for
two distinct reasons.

No. 2:14CV938CAS (VBKx), 2014 WL 6685560, at *3, 5 (C.D. Cal. Nov. 24, 2014) (taking
judicial notice of copyright deposit and registration).

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1.

Plaintiff Fails to Allege Facts Plausibly Suggesting that Wrightspeed

Breached the NDA.

First, Plaintiff fails to allege that Wrightspeed breached the non-disclosure agreement by
misusing or disclosing Plaintiffs alleged confidential information. While Plaintiff alleges that
the drawings it provided to Wrightspeed contain trade secrets, nowhere does plaintiff allege facts
suggesting that Wrightspeed misused or disseminated those purported trade secrets in violation
of the NDA. See gen. Complaint. Plaintiffs complaint rests mainly on three allegations:
a) Plaintiff provided three specific part drawings to Wrightspeed that
constitute Confidential Information under the NDA;
b) Wrightspeed sent marked-up engineering drawings, or designs derived
from those drawings that appear to reference [Plaintiffs] part numbers, to
at least one of [Plaintiffs] competitors; and
c) Wrightspeeds actions constitute a violation and breach of the NDA. See
Complaint, 12-13, 15-16, 29-30, 39.
But nowhere does plaintiff allege that the marked up engineering drawings that Wrightspeed
allegedly sent to Plaintiffs competitor are the same drawings that Plaintiff allegedly sent to
Wrightspeed (or derivatives thereof), that the Wrightspeed marked up drawings contain any of
plaintiffs confidential information under the NDA, or that Wrightspeed took any other action in
violation of the NDA. Thus the complaint fails to plead facts that suggest a right to relief for
breach of contract that is beyond the speculative level. It is nothing more than a formulaic
recitation of the elements of a breach of contract claim without factual content that allows the
court to draw the reasonable inference that [Wrightspeed] is liable for the misconduct alleged.
See Santana v. Cook County Bd. of Review, 679 F.3d 614, 620-621 (7th Cir. 2012) (quoting
Twombly, 550 U.S. at 556). Thus plaintiffs breach of the nondisclosure agreement claim should
be dismissed.
2.

The Drawings Are Not Confidential Information Under the NDA Because
They Are Available to the Public.

Second, Plaintiff registered and deposited two of the three drawings at the United States

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Copyright Office. See Ex. 1 hereto. Copyright registrations and deposits are available to the
public. See Personal Keepsakes, Inc. v. Personalizationmall.com, Inc., 975 F. Supp. 2d 920, 924
(N.D. Ill. 2013) (copyright registrations are public records that the court may take judicial
notice of); Wolf v. Travolta, No. 2:14CV938CAS (VBKx), 2014 WL 6685560, at *3, 5
(C.D. Cal. Nov. 24, 2014) (taking judicial notice of copyright deposit and registration); Valley
Entertainment, Inc. v. Friesen, 691 F.Supp.2d 821, 825 (copyright is in the public record . . .
[and] available to the public); see also, Obtaining Access to and Copies of Copyright Office
Records and Deposits, Circular 6, United States Copyright Office, p. 1 (The Copyright Office
maintains records of and indexes to deposits, registrations, recordations, and other items related
to copyright registration. The Offices records and indexes are open to public inspection and can
be copied.), p. 3, (You can inspect (a) completed records and indexes related to a registration
or a recorded document and (b) copies or identifying material deposited in connection with a
completed registration), available at http://copyright.gov/circs/circ06.pdf (last accessed Dec. 18,
2015). Because Plaintiffs copyright registrations and deposits are available to the public for
inspection at the United Stated Copyright Office, they cannot constitute Confidential
Information as defined in the parties NDA:
[I]nformation and data disclosed or made available shall not be deemed to be
Confidential Information, and the receiving party shall have no obligation to
treat such information and data as confidential, if such information and data . . .
were known to the public at the time of such disclosure . . . [or] become known
to the public (other than by an act of the receiving party or its personnel,
subcontracts, or agents) after disclosure. . . .
Complaint 9 & Ex. A (the NDA) 1).

Plaintiffs drawings are thus not confidential

information under the NDA and Plaintiffs allegation that Wrightspeed breached the NDA fails
as a matter of law.

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B.

PLAINTIFFS CLAIMS FOR INJUNCTIVE RELIEF AND DECLARATORY

JUDGMENT SHOULD ALSO BE DISMISSED.
Plaintiffs claim for injunctive relief (Count II), which seeks specific performance of the

NDA, is entirely derivative of Plaintiffs contract claim (see Complaint 28-36), and fails
because plaintiff alleges no facts suggesting a breach by Wrightspeed as demonstrated above.
With respect to Plaintiffs claim for declaratory judgment (Count I), the Declaratory
Judgment Act provides that [i]n a case of actual controversy within its jurisdiction, . . . any
court of the United States . . . may declare the rights and other legal relations of any interested
party seeking such declaration . . . . 28 U.S.C. 2201(a). An actual controversy exists when
the facts alleged, under all the circumstances, show that there is a substantial controversy,
between parties having adverse legal interests, of sufficient immediacy and reality to warrant the
issuance of a declaratory judgment. Maryland Cas. Co. v. Pacific Coal & Oil Co., 312 U.S.
270, 273 (1941).
Plaintiff recites that (i) the facts and circumstances of this case present a case of actual
controversy regarding the rights and legal relations of the parties, (ii) [a] present adjudication
of these controversies is necessary to guide the parties future conduct and to preserve the
parties legal rights, and (iii) plaintiff is entitled to a declaration that Wrightspeed has breached
its contractual obligations, specifically its confidentiality and non-disclosure obligations.
Plaintiffs conclusory statements are nothing more than a formulaic recitation of the elements
that is insufficient to plead a claim. See Twombly, 550 U.S. at 556. And, as explained above,
Plaintiff fails to allege facts suggesting that a breach occurred or is immediately threatened by
any of Wrightspeeds actions, and therefore fails as a matter of law to adequately plead the
requisite injury to establish an actual controversy. See Atlanta Int'l Ins. Co. v. Atchison, Topeka
and Santa Fe Railway Co., 938 F.2d 81, 83 (7th Cir.1991)). Consequently, Plaintiffs complaint
fails to assert a claim for declaratory relief that is plausible on its face. See Iqbal, 129 S.Ct. at
1949.

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IV. CONCLUSION
For the reasons identified above, Wrightspeed respectfully requests that this Court
dismiss Counts I through III of Plaintiffs complaint pursuant to Rule 12(b)(6) with prejudice.

Dated: January 4, 2016

Respectfully submitted,
/s/ Matthew D. Bruno
Matthew D. Bruno, Atty No. 27043-49
KIGHTLINGER GRAY LLP
One Indiana Square, Suite 300
211 N. Pennsylvania Street
Indianapolis, IN 46204
Telephone: (317) 638-4521
Fax: (317) 636-5917
mbruno@k-glaw.com
Counsel for Defendant

Of Counsel:
Ryan J. Marton
CA Bar No. 223979
rtmarton@tyzlaw.com
David Schumann
CA Bar No. 223936
rschumann@tyzlaw.com
Ryan Tyz
CA Bar No. 234895
rtyz@tyzlaw.com
TYZ MARTON SCHUMAN, LLP
28 2nd Street, 3rd Floor #3119
San Francisco, CA 94105
Telephone: (415) 849-3577

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CERTIFICATE OF SERVICE
I hereby certify that on January 4, 2016, a copy of the foregoing Defendants Brief In
Support of Its Rule 12(b)(6) Motion to Dismiss was filed electronically. Notice of this filing will
be sent to the parties listed below by operation of the Courts electronic filing system.
Mark R. Alson
George Andrew Gasper
ICE MILLER LLP
One American Square, Suite 2900
Indianapolis, IN 46282
george.gasper@icemiller.com
mark.alson@icemiller.com

/s/ Matthew D. Bruno

Matthew D. Bruno
Counsel for Defendant
KIGHTLINGER GRAY LLP
One Indiana Square, Suite 300
211 N. Pennsylvania Street
Indianapolis, IN 46204
Telephone: (317) 638-4521
Fax: (317) 636-5917
mbruno@k-glaw.com

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