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Inteum Company, LLC v. National University of Singapore

United States District Court, W.D. Washington, Seattle

December 27, 2017

INTEUM COMPANY, LLC, a Washington limited liability company, Plaintiff,
NATIONAL UNIVERSITY OF SINGAPORE, a foreign, non-profit entity, Defendant.



         This 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.

         I. BACKGROUND

         As is 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.)


         A. Legal Standard

         Under 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 679.

         A court 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).

         B. NUS's Motion to Strike and Inteum's Motion to Convert to a Motion for Summary Judgment

         As an 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).

         Both parties included extrinsic material. NUS attached to its initial motion its Tender Memorandum and Evaluation Report[1] 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.

         Therefore, 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).[2]

         C. Breach of Contract Claim

         Inteum 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. Dep't ...

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