Judge Charles Siragusa
Document Security Systems’ (DSS) provided "safety paper" to Coupons.com between 2003 and 2008. They signed nondisclosure agreements in 2003 and 2005. The binding 2005 NDA restricted Coupons’ use of DSS’s trade secrets. Despite not buying proprietary DSS "blackout technology" rendering printout images unable to be copied or scanned, DSS learned of Coupons’ unpermitted use of such technology. In addition to breach of the 2005 NDA, DSS claimed misappropriation of trade secrets under state law. District court dismissed DSS’s trade secret misappropriation claim as duplicative of its contract breach claim. Distinguishing Topps Co. Inc. v. Cadbury Stani SAIC the court disagreed with DSS’s position that the parties’ six-year business relationship resulted in a confidential/fiduciary relationship. Thus the parties’ course of dealing did not create an independent tort duty. Distinguishing Klein v. Ecko Products Co. and Stewart v. World Wrestling Fed’n Enter. Inc., and noting the parties’ arms’ length dealings and written confidentiality agreement covering the subject matter of their dispute, the court found no implied-in-law duty arose from DSS’s disclosure of the "blackout technology" to Coupons in connection with a possible sale.
