United States District Court, W.D. Washington, Seattle
INTEUM COMPANY, LLC, a Washington limited liability company, Plaintiff,
NATIONAL UNIVERSITY OF SINGAPORE, a foreign, non-profit entity, Defendant.
ORDER GRANTING MOTION FOR JUDGMENT ON THE PLEADINGS
AND LEAVE TO AMEND
C. COUGHENOUR, UNITED STATES DISTRICT JUDGE.
matter comes before the Court on Defendant National
University of Singapore's (“NUS”) motion for
judgment on the pleadings (Dkt. No. 16). Having thoroughly
considered the parties' briefing and the relevant record,
the Court finds oral argument unnecessary and hereby GRANTS
the motion for the reasons explained herein.
appropriate for a judgment on the pleadings, the following
facts are based on the complaint and the documents referenced
therein. See Kuhlmann v. Sabal Fin. Grp. LP, 26
F.Supp.3d 1040, 1053 (W.D. Wash. 2014). Plaintiff Inteum
Company, LLC (“Inteum”) is an information
management software company. (Dkt. No. 1-2 at 4.) NUS was an
Inteum customer between 1996 and 2016. (Id.) The
parties entered into their most recent licensing agreement in
August 2012. (Dkt. No. 17 at 5, 9.) They executed a
simultaneous non-disclosure agreement (“Inteum
NDA”). (Id.) The agreement was renewable on an
annual basis. On January 28, 2016, NUS published a request
for proposals for a “knowledge management system”
to replace Inteum C/S. (Dkt. Nos. 1-2 at 8, 17 at 21.) In
March 2016, NUS awarded the contract to Wellspring Worldwide,
Inc. (“Wellspring”), the lowest of four bidders.
(Id. at 6.) Inteum alleges that NUS shared
confidential and trade secret information about Inteum's
software with Wellspring to help them transfer “Inteum
capabilities to their own system.” (Id. at 7.)
Inteum brought an action for breach of contract and
misappropriation of trade secrets. (Id. at 7-8.)
After removing the case to federal court, NUS moves for
judgment on the pleadings. (Dkt. No. 16 at 1, 9.)
Federal Rule of Civil Procedure 12(c), “judgment on the
pleadings is [proper] when, accepting all factual allegations
in the complaint as true, there is no issue of material fact
in dispute, and the moving party is entitled to judgment as a
matter of law.” Chavez v. United States, 683
F.3d 1102, 1108 (9th Cir. 2012). The same legal standard
applies to a motion for judgment on the pleadings as to a
motion to dismiss for failure to state a claim. Cafasso
v. Gen. Dynamics C4 Sys., Inc., 637 F.3d 1047, 1055 n.4
(9th Cir. 2011). Factual allegations pled must be “more
than labels and conclusions” and must state a
plausible claim for relief. Bell Atlantic Corp.
v. Twombly, 550 U.S. 544, 555 (2007); Ashcroft v.
Iqbal, 566 U.S. 662, 678 (2009). “Where the
well-pleaded facts do not permit the court to infer more than
the mere possibility of misconduct, the complaint
has alleged-but it has not ‘show[n]-that the pleader is
entitled to relief.'” Iqbal, 566 U.S. at
ruling on a motion for judgment on the pleadings “may
consider the pleadings, documents attached to the pleadings,
documents incorporated by reference in the pleadings, ”
and documents “integral” to claims pled.
Kuhlmann v. Sabal Fin. Grp. LP, 26 F.Supp.3d 1040,
1053 (W.D. Wash. 2014); L-7 Designs, Inc. v. Old Navy,
LCC, 647 F.3d 419, 422 (2nd Cir. 2011). Here, the Court
considers the pleadings and the following documents
referenced in the complaint: the licensing agreement between
NUS and Inteum (Dkt. No. 17 at 5), the nondisclosure
agreement between NUS and Inteum (“Inteum NDA”)
(Id. at 9), the non-disclosure agreement between NUS
and Wellspring (“Wellspring NDA”) (Id.
at 13), and NUS's request for proposals
(“RFP”) (Id. at 21).
NUS's Motion to Strike and Inteum's Motion to Convert
to a Motion for Summary Judgment
initial matter, the Court addresses Inteum's submission
of material extrinsic to the pleadings and request to convert
the instant motion to a motion for summary judgment, and
NUS's subsequent motion to strike extrinsic material.
(Dkt. Nos. 12 at 17, 23 at 7.) To properly consider matters
outside the pleadings on a Rule 12(c) motion, a court must
convert the motion to one for summary judgment. Fed.R.Civ.P.
12(d); see Hal Roach Studios, Inc. v. Richard Feiner
& Co., Inc., 896 F.2d 1542, 1550 (9th Cir. 1989).
parties included extrinsic material. NUS attached to its
initial motion its Tender Memorandum and Evaluation
Report and Wellspring's response to the RFP.
(Dkt. No. 17 at 104, 168.) Inteum's complaint neither
referenced nor relied on these documents, as they were not in
Inteum's possession until produced by NUS in support of
its motion for judgement on the pleadings. (See Dkt.
No. 20 at 12.) In response to NUS's Rule 12(c) motion,
Inteum offers two declarations and supporting material
received through discovery. (Id.) The Court has
discretion in determining whether to accept and consider
these extrinsic materials and thus convert the motion to one
for summary judgment. Hamilton Materials, Inc. v. Dow
Chemical Corp. 484 F.3d. 1203, 1207 (9th Cir. 2007). Due
to the limited discovery that has occurred in this matter
thus far, the Court considers a motion for summary judgment
premature. (See Dkt. No. 20 at 11.) The Court GRANTS
NUS's motion to strike.
the Court will not consider the following extrinsic documents
for purposes of the instant motion: NUS's Tender
Memorandum and Evaluation Report (Dkt. No. 17 at 104),
Wellspring's response to the RFP (Id. at 168),
Robert Sloman's declaration (Dkt. No. 21 at 1) and
attached exhibits 3 and 5 (Dkt. No. 21 at 24, 31), and Paul
Taylor's declaration and attached exhibits A and B (Dkt.
No. 22 at 1, 4, 8).
Breach of Contract Claim
alleges that NUS “breached its contractual obligation
of confidentiality contained in the License Agreement and the
[Inteum NDA], ” resulting in damages. (Dkt. No. 1-2 at
7.) To succeed on a breach of contract claim under Washington
law, a plaintiff must prove (1) a valid contract term between
parties imposing a duty, (2) a breach of that duty, and (3)
resulting damages. See Nw. Indep. Forest Mfrs. v.