I have a few questions about the meaning of some stuff in this case: Space Data Corp. v. X.
(1) Google first contends that Space Data's claims for misappropriation of trade secrets pursuant to both the DTSA and CUTSA are deficient because Space Data has not alleged facts sufficient to establish the necessary elements of such claims. Mot. 6. Specifically, Google argues that Space Data has not identified its trade secrets with sufficient particularity and fails to adequately allege misappropriation of its purported trade secrets. Id. at 6-11. The Court agrees.
(2) "To state a claim for misappropriation of trade secrets under the [CUTSA], a plaintiff must allege that: (1) the plaintiff owned a trade secret; (2) the defendant misappropriated the trade secret; and (3) the defendant's actions damaged the plaintiff."
(3) ...although "[a] plaintiff need not 'spell out the details of the trade secret,'" ..., the plaintiff must "describe the subject matter of the trade secret with sufficient particularity to separate it from matters of general knowledge in the trade or of special persons who are skilled in the trade, and to permit the defendant to ascertain at least the boundaries within which the secret lies."
(4) ...the FAC and Exhibits D and E thereto merely provide a high-level overview of Space Data's purported trade secrets, such as "data on the environment in the stratosphere" and "data on the propagation of radio signals from stratospheric balloon-based transceivers." .... These allegations do not satisfy the Rule 8 pleading requirements, as they do not even give the Court or Defendants notice of the boundaries of this case. Space Data's compliance with Cal. Code Civ. P. § 2019.210 does not change the Court's assessment.... Moreover, Space Data has not made clear which aspects of its technology and other information are "part of patents and pending patent applications," if any, and which are secret.
(5) As to the second element, while Space Data is correct that it need not be clairvoyant and allege exactly how Google is improperly using its trade secrets, the current allegations are insufficient.... Space Data acknowledges that Google received the alleged trade secrets pursuant to the NDA. Accordingly, Space Data must plead facts showing that Google had a duty not to use the information in the way alleged.... Space Data alleges only that "Defendants have engaged in other business activity based on Space Data's confidential trade secret information, which conflict with their legal obligations to Space Data." .... These conclusory assertions, however, are not supported by adequate factual allegations; Space Data has failed to allege facts providing a reasonable basis for this Court to infer that Google improperly used Space Data's trade secrets, and thus, have failed to "raise a right to relief above the speculative level."
(6) Google also argues that Space Data fails to state a claim for breach of contract because it does not offer any factual allegations about what information Google used, how Google used that information, or how that purported use violated the NDA's confidentiality provisions.
So it sounds like in (3), that, although you don't need to basically write out a detailed patent-level-of-detail document describing the trade secrets (extreme detail), you need to describe the ~subject matter of the trade secret~ enough to "separate it from general knowledge", such that the defendant can somehow see the boundaries of what is trade secret and what is not trade secret.
So by "subject matter of the trade secret" it seems to be saying that you just need to describe the trade secret, period. You're not describing the "field" or the surrounding background knowledge of the trade secret, or things related to or relevant to the trade secret. You must describe your trade secret. But not in too much detail. Not like you need to create a patent level of detail here. "Just enough", so that the other person can tell what is and what is not the trade secret.
What I'm confused about here is how one can feel safe it describing their trade secret to someone else. It seems you first need to have signed an NDA. Given that both have signed it, you are now free to tell them about your trade secret. Please correct me if I'm wrong.
But here's the problem. If you don't describe to them in enough detail so as to know where the trade secret ~boundaries~ are, then you are not satisfying Rule 8 (need to still look that up).
Then it states this:
Google also argues that Space Data fails to state a claim for breach of contract because it does not offer any factual allegations about what information Google used, how Google used that information, or how that purported use violated the NDA's confidentiality provisions.
Let me take an example. Say you are the first person to invent the internet. Before this concept, engineers knew about TV and Radio, which stream content wirelessly. But nobody is thinking about transmitting text data around different sites such that you can create immersive digital experiences. So if you "outlined" this idea, just saying that you would have some text passed around that would render graphics on the screen -- not even going into the detailed structure of your new HTML markup language or your HTTP protocol, one could infer all of those components as solutions to the new problem you just posed: how to build this "internet text exchange graphics rendering thing". Now this defendant has the idea in their head, and they can go about figuring out the details of how to make it work. Given how this above court case went, the one who invented the internet "didn't go into enough detail to paint a picture of the boundaries of the trade secret", and so they would be out of luck. So they should have never shared the trade secret in the first place if it works like this. That is, if you have an NDA, and yet you didn't share in enough detail to paint a clear path of reasoning of what is and what isn't trade secret, then by all means the person you just told your idea to can use your idea however they please, and the NDA isn't a factor at all.
So it seems the only way the NDA would have been valid is if the plaintiff actually ~clearly~ mapped out their trade secret in something like a patent level of detail, and then isolated out some fraction of that patent into a brochure that they could give to the defendent -- an actual document outlining eactly what is and what isn't their trade secret. Then they could say in court that they satisfied Rule 8 -- because they gave them an actual detailed document outlining their trade secret -- and yet they are using the technology that was confidential (etc. not concerned about that part yet). But this is a scary proposition. On one side you can give them a complete manual to your trade secret (not too much implementation detail, but still a complete picture), and worry that they are going to reverse engineer your trade secret while dodging any implications or directions that would tie them too closely to your original map. On the other side, you can try and be safe and not give them much, just tell them the high level stuff (this is what I would've thought would be correct), and yet when it comes down to it, be ignored in court because you didn't go with the first situation (of giving them a brochure). I wonder how you can both not give them a brochure (so to speak) of your trade secret, so that you keep the trade secret safe and secure, but at the same time don't get the NDA dismissed because you were not sharing enough.
The last part in (5) is basically the plaintiff saying that "I can tell they used my ideas to build their product, even though we didn't say much". And I bet they did use some of the ideas. But because they can't pinpoint it (because they can't see inside the defendant's operations), and because they didn't give the brochure of their trade secret, they are out of luck. Something doesn't seem right here.
Please help me better understand what is going on.
Basically my question is, if this case is really saying that you must provide basically a written, well-documented account of your trade secret to whoever you tell in order to get the NDA to be valid. And yet, I would like to know how you deal with the fact that you've already revealed too much. It seems best to not even start with the NDA relationship in the first place, as providing info about your trade secret will inherently influence the ideas and plans of whoever hears about them, even if you can't pinpoint it. I don't see why that's not obvious.