DECISION AND ORDER INTRODUCTION On September 28, 2018, the Court entered a Decision and Order dismissing several claims from Plaintiff ValveTech, Inc.’s Complaint against Defendant Aerojet Rocketdyne, Inc. ECF No. 25. By Stipulation and Order, the parties later agreed that ValveTech would file an Amended Complaint, which it did on January 4, 2019. ECF Nos. 46-48. The Amended Complaint contains six claims: one for breach of contract, two for trade secret misappropriation (one under federal law and one under California law), two for unfair competition (one under California common law and one under California statutory law), and replevin.1 ECF No. 48. Aerojet now moves to dismiss the first through fifth claims of the Amended Complaint pursuant to Federal Rule of Civil Procedure 12(b)(6) and to seal its memorandum of law in support of the motion.2 ECF Nos. 49, 51. For the reasons that follow, the Motion to Dismiss is GRANTED IN PART and DENIED IN PART and the Motion to Seal is GRANTED. BACKGROUND ValveTech engineers, designs, develops, and manufactures valves for use in aerospace manufacturing. ECF No. 48 20. In 2013, ValveTech contracted with Aerojet to test, integrate, analyze, and manufacture valves for Aerojet’s use in an Orbital Maneuver and Control Program. Id. 21. As part of their business relationship, the parties executed two non-disclosure agreements (NDAs) — one on August 31, 2011 and one on May 17, 2017 — in which they agreed that all proprietary information ValveTech provided to Aerojet would remain ValveTech’s property and would be returned to it or destroyed at its request. Id. 23-24. Aerojet also agreed not to use ValveTech’s proprietary information for any other business purpose and that it would not steal the internal valve design. Id. 25. The NDAs were created to facilitate discussion between the parties regarding ValveTech’s valve development process. See id. 23. Under a purchase order executed in 2013, ValveTech was to provide the valves to Aerojet; but Aerojet did not purchase ValveTech’s proprietary information or a license to use that information. See id. 29-35. ValveTech eventually gave Aerojet the valves and related testing results. See id. 36. In response, Aerojet informed ValveTech on July 17, 2017, that it was terminating their business relationship and would develop the requisite valves internally. See id. 40. ValveTech thus asked Aerojet to return its proprietary information. See id. 44. Aerojet refused, used ValveTech’s proprietary information to develop its own valves, and shared the information with third parties. See id. 44-50. This lawsuit followed. LEGAL STANDARD A complaint survives a motion to dismiss under Rule 12(b)(6) when it states a plausible claim for relief. Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009) (citing Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555-56 (2007)). A claim for relief is plausible when the plaintiff pleads sufficient facts that allow a court to draw reasonable inferences that the defendant is liable for the alleged conduct. Iqbal, 556 U.S. at 678. In considering the plausibility of a claim, the court accepts factual allegations as true and draws all reasonable inferences in the plaintiff’s favor. Faber v. Metro. Life Ins. Co., 648 F.3d 98, 104 (2d Cir. 2011). At the same time, the court does not have to accord “[l]egal conclusions, deductions, or opinions couched as factual allegations…a presumption of truthfulness.” In re NYSE Specialists Sec. Litig., 503 F.3d 89, 95 (2d Cir. 2007) (quotation marks omitted). When deciding a Rule 12(b)(6) motion, a court ordinarily may not rely on matters outside the complaint unless it treats the motion as one for summary judgment under Rule 56 and gives the parties a reasonable opportunity to present relevant evidence.3 Fed. R. Civ. P. 12(d). However, “the complaint is deemed to include any written instrument attached to it as an exhibit or any statements or documents incorporated in it by reference. Even where a document is not incorporated by reference, the court may nevertheless consider it where the complaint relies heavily upon its terms and effect, which renders the document ‘integral’ to the complaint.” Chambers v. Time Warner, Inc., 282 F.3d 147, 152-53 (2d Cir. 2002) (quotation marks and citations omitted). DISCUSSION I. First Claim: Breach of Contract ValveTech alleges that Aerojet breached three agreements: the 2013 purchase order and the 2011 and 2017 NDAs. To state a breach of contract claim under California law, “a plaintiff must plead the contract, plaintiffs’ performance (or excuse for nonperformance), defendant’s breach, and damage to plaintiff therefrom.” Low v. LinkedIn Corp., 900 F. Supp. 2d 1010, 1028 (N.D. Cal. 2012) (citation omitted). As to damages, a plaintiff “must establish appreciable and actual damage. Nominal damages, speculative harm, or threat of future harm do not suffice to show legally cognizable injury.” Id. (quotation marks and citations omitted). The parties expend an inordinate amount of effort briefing this claim and delving into issues that go beyond the motion to dismiss standard. ValveTech’s breach of contract claim fails for a simple reason: it has not pled actual damages resulting from Aerojet’s alleged breach of any of the three agreements. Instead, it generally alleges that it “has been damaged, and continues to be damaged in an amount to be determined at trial.” ECF No. 48 82. As discussed above, California law requires a plaintiff to plead appreciable and actual damage to show a legally cognizable injury — ValveTech has not done so here. In an attempt to save this claim, ValveTech points to the following allegations of the Amended Complaint: that Aerojet’s actions jeopardize the viability of its family business and the livelihood of its employees, id. 18; that it “bore the cost and risks associated with the valves” and developed them “using solely ValveTech funds,” id.
21-22; that Aerojet did not pay to purchase or license ValveTech’s proprietary information, id.
