USA – DELAWARE Trends and Developments Contributed by: Travis S. Hunter, Richards, Layton & Finger PA
that may be available, such as damages, unjust enrichment, ongoing royalties, and injunctive relief. Courts have focused on the relationship between the alleged misappropriation and the claimed harm, requiring plaintiffs to articulate a clear theory of dam - ages. Courts have also addressed the extent to which common law claims may be preempted by the Dela - ware Uniform Trade Secrets Act, requiring plaintiffs to distinguish trade secret claims from overlapping tort theories based on the same alleged conduct. See California Safe Soil, LLC v KDC Agribusiness, LLC , No 2021-0498-MTZ, 2025 WL 98479, at *24-25 (Del. Ch. 10 Jan 2025) (dismissing common law misappropria - tion, conspiracy, fraud, and unjust enrichment claims which were “coterminous with the statutory misap - propriation claim”, and/or were grounded in the same facts as the statutory misappropriation claim). Demonstrating Reasonable Efforts to Maintain Secrecy Courts evaluating trade secret claims also routinely consider whether the information at issue was subject to reasonable efforts to maintain its secrecy. See, eg, Biohaven Therapeutics Ltd. v Avilar Therapeutics, Inc. , No CV 23-328-JLH-CJB, 2025 WL 2443517, at *12 (D. Del. 1 May 2025); JPMorgan Chase Bank, Nat’l Ass’n v Argus Info. & Advisory Servs. Inc. , 765 F. Supp. 3d 367, 375 (D. Del. 2025); Arxada Holdings NA Inc. v Harvey , 351 A.3d 519, 556-57 (Del. Ch. 2026). As a result, companies are increasingly investing in inter - nal safeguards, including confidentiality agreements, access controls, and employee training. Practitioners should expect courts to closely examine these measures and should be prepared to demon - strate, at the outset, the specific steps taken to protect proprietary information. In Arxada , for example, the Court of Chancery looked favourably on the following efforts taken by plaintiff, calling them “comprehensive and consistent with industry standards”: “employee training, access restrictions, a secure IT environment, shredding of documents after use, keycard-controlled gates, and a ban on on-site photography”, as well as keeping its spreadsheets and formulas in its restrict - ed-access Chempax system”. Arxada Holdings NA Inc. v Harvey , 351 A.3d 519, 557 (Del. Ch. 2026). The absence of such protections can be fatal to a claim,
regardless of whether the information would otherwise be considered proprietary. Recent Developments Four recent cases provide guidance to practitioners in Delaware. California Safe Soil, LLC v KDC Agribusiness, LLC, No 2021-0498-MTZ, 2025 WL 98479 (Del. Ch. 10 Jan 2025) In California Safe Soil , the Delaware Court of Chancery considered whether plaintiff’s alleged “combination” or “compilation” trade secret was misappropriated by defendant under both the federal Defend Trade Secrets Act and the Delaware Uniform Trade Secrets Act. The parties had previously agreed to a licence agreement for liquid fertiliser, animal feed and blends created by facilities using plaintiff’s proprietary aero - bic, enzymatic digestion process. Id. at *4. However, defendant used the information it gained from plaintiff to secure financing for its planned expansion into the market, and after the licence agreement terminated, defendant continued to create and sell blends made using plaintiff’s processes. Id. at *8-10. Plaintiff assert - ed DTSA, DUTSA, tortious interference with contract, common law misappropriation, conspiracy, fraud, and unjust enrichment claims against defendant. The Court found that the plaintiff’s common law mis - appropriation, conspiracy, fraud, and unjust enrich - ment claims were pre-empted because they were “coterminous with the statutory misappropriation claim”, and/or were grounded in the same facts as the statutory misappropriation claim. Id. at *24-25. The court found that plaintiff’s process constituted a trade secret, was described with specificity, that defend - ant misappropriated the trade secret, and so awarded damages and a limited injunction. However, the court did not find that plaintiff proved its tortious interfer - ence with contract claim, as that claim was premised on defendant’s directors acting outside of their posi - tions as officers and directors of the defendant when they terminated the licence agreement. Id. at *25-26. The court awarded running royalties and milestone payments under the licence agreement and a limited injunction. Although the plaintiff requested royal - ties of over USD40 million, the Court only awarded
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