Case 5:20-cv-00806-FJS-TWD Document 1 Filed 07/16/20 Page 1 of 29
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE NORTHERN DISTRICT OF NEW YORK
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`HENESSEY FOOD CONSULTING LLC,
`
`v.
`
`Plaintiff,
`
`PRINOVA SOLUTIONS, LLC,
`f/k/a PRINOVA US LLC,
`
`Defendant.
`
`5:20-CV-0806 (FJS/TWD)
`Civil Action No. ____________________
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`DEMAND FOR JURY TRIAL
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`COMPLAINT
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`Plaintiff Henessey Food Consulting LLC (“Henessey Food”), by its undersigned attorneys,
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`states its Complaint against Defendants Prinova Solutions, LLC and Prinova US LLC
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`(collectively, “Prinova”) as follows:
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`1.
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`Plaintiff brings this action asserting claims for Defendants’ misappropriation of
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`Plaintiff’s trade secrets, Defendants’ breaches of contracts between the parties, Defendants’
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`breaches of the covenant of good faith and fair dealing, Defendants’ acts of unfair competition,
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`Defendants’ unjust enrichment, and Defendants’ tortious interference with Plaintiff’s prospective
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`business relations.
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`THE PARTIES
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`2.
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`Henessey Food is a New York limited liability company with its principal place of
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`business in East Syracuse, New York.
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`3.
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`Henessey Food specializes in solving browning for fresh-cut produce. Henessey
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`Food has proprietary antioxidant solutions that prevent produce, including fresh-cut fruit, from
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`browning. Henessey Food’s proprietary antioxidant solutions were uniquely developed by its
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`1
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`
`
`IN THE UNITED STATES DISTRICT COURT
`FOR THE NORTHERN DISTRICT OF NEW YORK
`
`HENESSEY FOOD CONSULTING LLC,
`
`v.
`
`Plaintiff,
`
`PRINOVA SOLUTIONS, LLC,
`f/k/a PRINOVA US LLC,
`
`Defendant.
`
`5:20-CV-0806 (FJS/TWD)
`Civil Action No. ____________________
`
`DEMAND FOR JURY TRIAL
`
`COMPLAINT
`
`Plaintiff Henessey Food Consulting LLC (“Henessey Food”), by its undersigned attorneys,
`
`states its Complaint against Defendants Prinova Solutions, LLC and Prinova US LLC
`
`(collectively, “Prinova”) as follows:
`
`1.
`
`Plaintiff brings this action asserting claims for Defendants’ misappropriation of
`
`Plaintiff’s trade secrets, Defendants’ breaches of contracts between the parties, Defendants’
`
`breaches of the covenant of good faith and fair dealing, Defendants’ acts of unfair competition,
`
`Defendants’ unjust enrichment, and Defendants’ tortious interference with Plaintiff’s prospective
`
`business relations.
`
`THE PARTIES
`
`2.
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`Henessey Food is a New York limited liability company with its principal place of
`
`business in East Syracuse, New York.
`
`3.
`
`Henessey Food specializes in solving browning for fresh-cut produce. Henessey
`
`Food has proprietary antioxidant solutions that prevent produce, including fresh-cut fruit, from
`
`browning. Henessey Food’s proprietary antioxidant solutions were uniquely developed by its
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`1
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`Case 5:20-cv-00806-FJS-TWD Document 1 Filed 07/16/20 Page 2 of 29
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`owner and president, Jeremy Dygert, are significantly better than the products offered by Henessey
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`Food’s competitors, and constitute valuable trade secrets.
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`4.
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`Upon information and belief, Defendant Prinova Solutions, LLC is a Delaware
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`limited liability company with its principal place of business in Illinois.
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`5.
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`Upon information and belief, Defendant Prinova US LLC is a Delaware limited
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`liability company with its principal place of business in Illinois.
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`6.
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`Upon information and belief, Prinova manufactures and sells a variety of food-
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`related ingredients.
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`7.
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`Pursuant to agreements between the parties, Henessey Food disclosed to Prinova
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`the composition of its proprietary antioxidant solutions and other proprietary information about
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`Henessey Food’s customers and the market for Henessey Food’s products, and Prinova
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`manufactured Henessey Food’s proprietary antioxidant solutions and delivered those products to
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`Henessey Food. Henessey Food then sold those products to its customers.
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`8.
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`Pursuant to agreements between the parties, Prinova was obligated to maintain the
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`confidentiality of Henessey Food’s proprietary and trade secret information, including but not
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`limited to the composition of Henessey Food’s proprietary antioxidant solutions, information
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`about Henessey Food’s customers, and information about Henessey Food’s sales volumes and the
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`market for Henessey Food’s products. Prinova is prohibited from unauthorized disclosure or use
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`of Henessey’s proprietary and trade secret information.
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`9.
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`Upon information and belief, Prinova has disclosed and used Henessey Food’s
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`proprietary and trade secret information without authorization from Henessey Food. Prinova’s
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`unauthorized disclosure and use of Henessey Food’s proprietary and trade secret information has
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`caused harm to Henessey Food here in the Northern District of New York.
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`2
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`JURISDICTION AND VENUE
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`10.
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`The Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1331 because
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`Plaintiff’s claim under the Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq., presents a question
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`of federal law.
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`11.
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`The Court also has subject matter jurisdiction pursuant to 28 U.S.C. § 1332 because
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`there is complete diversity of citizenship between Plaintiff and the Defendants, and the amount at
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`issue exceeds $75,000.
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`12.
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`To the extent the Court does not have subject matter jurisdiction pursuant to 28
`
`U.S.C. §§ 1331 & 1332 over any claim presented, the Court may exercise supplemental
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`jurisdiction over such claim pursuant to 28 U.S.C. § 1367.
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`13.
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`Upon information and belief, the Court has personal jurisdiction over Defendants
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`pursuant to 28 U.S.C. § 1391 and New York CPLR § 302 because Plaintiff’s claims arise from
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`Defendants’ tortious actions that have caused harm to Plaintiff in New York, Defendants expected
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`or should reasonably expect their actions to cause harm to Plaintiff in New York, and Defendants
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`derive substantial revenue from interstate and international commerce.
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`14.
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`Upon information and belief, the Court also has personal jurisdiction over
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`Defendants pursuant to 28 U.S.C. § 1391 and New York CPLR § 302 because Plaintiff’s claims
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`arise from Defendants’ tortious actions that have caused harm to Plaintiff in New York, and
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`Defendants derive substantial revenue from goods used or consumed in New York.
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`15.
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`Upon information and belief, the Court also has personal jurisdiction over
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`Defendants pursuant to 28 U.S.C. § 1391 and New York CPLR § 302 because Plaintiff’s claims
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`arise from Defendants’ tortious actions that have caused harm to Plaintiff in New York, and
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`3
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`Defendants regularly solicit business in New York, including but not limited to solicitations
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`through employees and sales representatives residing and employed in New York.
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`16.
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`Upon information and belief, the Court also has personal jurisdiction over
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`Defendants pursuant to 28 U.S.C. § 1391 and New York CPLR § 302 because Plaintiff’s claims
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`arise from Defendants’ tortious actions that have caused harm to Plaintiff in New York, and
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`Defendants regularly do business in New York.
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`17.
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`Upon information and belief, the Court also has personal jurisdiction over
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`Defendants pursuant to 28 U.S.C. § 1391 and New York CPLR § 302 because Plaintiff’s claims
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`arise from Defendants’ actions transacting business within New York.
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`18.
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`Upon information and belief, the Court also has personal jurisdiction over
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`Defendants pursuant to 28 U.S.C. § 1391 and New York CPLR § 302 because Plaintiff’s claims
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`arise from Defendants’ actions relating to contracts to supply goods or services in New York.
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`19.
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`Defendants’ contacts with New York include but are not limited to their transacting
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`business with Plaintiff, which is located in New York; shipping goods to New York to Plaintiff,
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`including the antioxidant products at issue; and meeting in-person in New York to discuss the
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`parties’ agreements and Defendants’ actions on multiple occasions, including in March 2019 in
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`Watertown, July 2019 in Syracuse, and October 2019 in Syracuse.
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`20.
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`Venue is proper in this District pursuant to 28 U.S.C. § 1391 because Defendants
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`are subject to the Court’s personal jurisdiction.
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`FACTUAL BACKGROUND
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`21. Mr. Jeremy Dygert is Henessey Food’s owner and president. Mr. Dygert has over
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`20 years of experience in the field of fresh-cut food processing.
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`4
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`22.
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`In 2016, Mr. Dygert founded Henessey Food to develop and then bring to market
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`solutions to challenges faced by the fresh-cut food processing industry.
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`23. Mr. Dygert and Henessey Food developed proprietary antioxidant solutions. The
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`composition of Henessey Food’s antioxidant solutions and guidelines for varying the component
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`ingredients to achieve specific chemical, functional, premix blending, manufacturing, shipping,
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`and customer use objectives (the “Product Formula Trade Secrets”) constitute valuable trade
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`secrets belonging to Henessey Food. Applications for Henessey Food’s proprietary antioxidant
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`solutions include preventing browning of fresh-cut apples sold as snack foods.
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`24.
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`Henessey Food spent at least $375,000 developing its Product Formula Trade
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`Secrets.
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`25.
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`Henessey Food’s business model is that it primarily sells its products directly to
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`food manufacturers, and it uses its suppliers to blend the ingredients to make its products according
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`to Henessey Food’s proprietary specifications, and those suppliers deliver those products or make
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`those products available for delivery to Henessey Food.
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`26.
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`Upon information and belief, Prinova manufactures and sells a variety of food-
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`related ingredients.
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`27.
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`In 2018, Henessey Food and Prinova negotiated an agreement for Prinova to obtain
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`raw ingredients for, mix (equivalently, “blend”), package and deliver to New York Henessey
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`Food’s proprietary antioxidant solutions according to Henessey’s detailed specifications, which
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`Henessey Food would then sell to its customers.
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`28.
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`Upon information and belief, Prinova did not make or sell antioxidant products for
`
`use with fresh-cut produce before Henessey Food began working with Prinova.
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`5
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`29.
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`Henessey Food considers the composition of its proprietary antioxidant solutions
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`to constitute valuable trade secrets.
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`30.
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`The Product Formula Trade Secrets make Henessey Food’s antioxidant solutions
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`significantly better than competing antioxidant products.
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`31.
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`The Product Formula Trade Secrets give Henessey Food a significant advantage
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`over its competitors.
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`32.
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`The Product Formula Trade Secrets are key to Henessey Food’s success in the
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`market for antioxidant solutions for fresh-cut food products.
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`33.
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`Henessey Food has limited access to its Product Formula Trade Secrets to only
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`three of its key employees.
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`34.
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`Formulation specification documents are printed on security (anticopy) paper and
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`stored in a locked desk drawer of the President and owner of Henessey Food Consulting, LLC.
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`Henessey Food also executes employment agreements and Confidentiality Agreements with all
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`employees, consultants and contractors before disclosing Product Formula Trade Secret
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`information.
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`35.
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`Henessey Food has not disclosed the composition its Product Formula Trade
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`Secrets to anyone outside Henessey Food without the protection of confidentiality provisions in
`
`agreements.
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`36.
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`Upon information and belief, it would require years of effort and a significant
`
`expense for a competitor to develop or to duplicate Henessey Food’s Product Formula Trade
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`Secrets.
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`37.
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`Henessey Food required Prinova to agree to protect the confidentiality of the
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`Product Formula Trade Secrets before Henessey Food would disclose the Product Formula Trade
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`Secrets to Prinova.
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`38.
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`On January 31, 2018, Henessey Food and Prinova entered a Mutual Confidentiality
`
`Agreement.
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`39.
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`The Mutual Confidentiality Agreement requires a party receiving confidential
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`information “and each of its directors, officers, employees, affiliates and advisors” to not disclose
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`confidential information except to its representatives who needed to know it for purposes of
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`evaluating the transaction the parties were negotiating, and to “not use any Confidential
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`Information for any purpose other than to evaluate or consummate the Transaction.”
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`40.
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`The Mutual Confidentiality Agreement states that “Confidential Information”
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`includes “Data or other information relating to products, inventions, plans, … raw materials,
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`ingredients, formulae, compositions, … products and proposed products, … customer lists
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`(including the names, buying habits or practices of any customers, … business relationships, …
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`and any other data, materials, subject matter and the like pertaining to the business of the
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`Disclosing Party that is disclosed to the Receiving Party.”
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`41.
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`The Mutual Confidentiality Agreement states that a “Receiving Party agrees to
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`indemnify and hold the Disclosing Party and its Representatives from any damages, loss, cost, or
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`liability (including legal fees and the cost of enforcing this indemnity) arising out of or resulting
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`from any unauthorized use or disclosure” of confidential information.
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`42.
`
`The Mutual Confidentiality Agreement states that a “Receiving Party agrees that in
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`the event of a breach of this Agreement by the Receiving Party or its Representatives, the
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`Disclosing Party will be irreparably harmed and money damages would be inadequate and difficult
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`or impossible to measure” and that the Disclosing Party is entitled “to seek equitable relief,
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`including injunctive relief and specific performance.”
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`43.
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`The Mutual Confidentiality Agreement also includes in its definition of
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`“Confidential Information” the “existence and the terms and conditions of this Agreement and the
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`Transaction” that the parties were negotiating. Henessey Food therefore requests that it be
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`permitted to file this Complaint under seal and that only a redacted version of this Complaint be
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`made public.
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`44.
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`Henessey Food did not disclose the Product Formula Trade Secrets to Prinova until
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`after the parties entered the Mutual Confidentiality Agreement.
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`45.
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`Only after the parties entered the Mutual Confidentiality Agreement, Henessey
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`Food disclosed to Prinova other confidential business information including the identities of key
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`customers who purchase proprietary antioxidant solutions from Henessey Food and the volume of
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`proprietary antioxidant solutions that Henessey Food would require for sale to its customers.
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`46.
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`Under the terms of the Mutual Confidentiality Agreement, Prinova was obligated
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`to maintain the confidentiality and not use the Product Formula Trade Secrets for any purpose
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`other than making proprietary antioxidant solutions for Henessey Food.
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`47.
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`Under the terms of the Mutual Confidentiality Agreement, Prinova was obligated
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`to maintain the confidentiality and not use the confidential business information Henessey Food
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`disclosed to Prinova.
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`48.
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`On September 6, 2018, Henessey Food and Prinova entered a Supply Agreement
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`in which Henessey Food was designated the “Customer” and Prinova was designated the “Seller.”
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`49.
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`In the Supply Agreement, the parties acknowledged that they would receive
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`information that is “confidential and of substantial value,” including “information and materials
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`concerning the other’s business, plans and products.”
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`50.
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`In the Supply Agreement, the parties agreed that they would not “either during or
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`after termination of this Agreement, divulge to any party or use for its own benefit or the benefit
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`of any third party any trade secrets or other proprietary or confidential information with respect to
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`the business of the other.”
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`51.
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`Pursuant to the Supply Agreement, Henessey Food has procured from Prinova food
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`antioxidant products made according to Henessey Food’s Product Formula Trade Secrets, for sale
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`to Henessey Food’s customers.
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`52.
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`Henessey Food has shared its Product Formula Trade Secrets with Prinova for
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`purposes of fulfilling the parties’ agreement under the Supply Agreement.
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`53.
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`One of the Product Formula Trade Secrets that Henessey Food has shared with
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`Prinova is the formulation for “HFC-10,” which Henessey disclosed to Prinova on February 14,
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`2019.
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`54.
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`Henessey Food has also disclosed confidential business information to Prinova,
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`including information about Henessey Food’s customers, potential customers, customers’
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`requirements, and other information about the market for its products for purposes of fulfilling the
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`parties’ agreement under the Supply Agreement.
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`55.
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`Upon information and belief, Prinova represented to food manufacturers that
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`Prinova could supply the same or substantially similar antioxidant products, instead of Henessey
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`Food’s proprietary antioxidant products, directly to those food manufacturers.
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`56.
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`Peterson Farms is a significant food manufacturer in the State of Michigan.
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`57.
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`Henessey informed Prinova of its plans to sell antioxidant products to Peterson
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`Farms that Henessey would purchase from Prinova.
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`58.
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`The proprietary antioxidant products that Henessey Food intended to sell to
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`Peterson Farms would be made by Prinova pursuant to the parties’ Supply Agreement.
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`59.
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`Upon information and belief, Prinova contacted Peterson Farms and represented
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`that Prinova could supply the same or substantially similar antioxidant products, instead of
`
`Henessey Food’s proprietary antioxidant products, directly to Peterson Farms.
`
`60.
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`61.
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`Del Monte is a significant food manufacturer.
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`Henessey informed Prinova of its plans to sell antioxidant products to Del Monte
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`that Henessey would purchase from Prinova.
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`62.
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`The proprietary antioxidant products that Henessey Food intended to sell to Del
`
`Monte would be made by Prinova pursuant to the parties’ Supply Agreement.
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`63.
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`Upon information and belief, Prinova contacted Del Monte and represented that
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`Prinova could supply the same or substantially similar antioxidant products, instead of Henessey
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`Food’s proprietary antioxidant products, directly to Del Monte.
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`64.
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`Crunch Pak is a significant food manufacturer headquartered in the State of
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`Washington.
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`65.
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`As part of its business strategy, Henessey Food identified Crunch Pak as a
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`significant potential customer for Henessey Food’s proprietary antioxidant products.
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`66.
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`Henessey informed Prinova of its plans to sell antioxidant products to Crunch Pak
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`that Henessey would purchase from Prinova.
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`10
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`67.
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`Upon information and belief, Prinova contacted Crunch Pak and represented that
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`Prinova could supply the same or substantially similar antioxidant products, instead of Henessey
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`Food’s proprietary antioxidant products, directly to Crunch Pak.
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`68.
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`Crunch Pak has not entered an agreement to purchase antioxidant products from
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`Henessey Food.
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`69.
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`Upon information and belief, in 2019, Prinova secured a six-month agreement to
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`supply antioxidant products to Crunch Pak.
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`70.
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`On July 11, 2019, during a meeting between representatives for Prinova and
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`Henessey Food, Prinova admitted it had approached Crunch Pak, Peterson Farms, and Del Monte.
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`71.
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`Upon information and belief, Prinova saved a significant amount in development
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`costs by using Henessey Food’s Product Formula Trade Secrets.
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`72.
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`Upon information and belief, Prinova would not have invested in the development
`
`of the antioxidant products it sold or attempted to sell to Crunch Pak, Peterson Farms and Del
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`Monte, if Prinova had not used Henessey Food’s proprietary and trade secret information,
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`including but not limited to the composition of Henessey Food’s proprietary antioxidant solutions,
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`information about Henessey Food’s customers, and information about Henessey Food’s sales
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`volumes and the market for Henessey Food’s products.
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`73.
`
`Upon information and belief, Prinova would not have developed the antioxidant
`
`products it sold or attempted to sell to Crunch Pak, Peterson Farms and Del Monte, if Prinova had
`
`not used Henessey Food’s proprietary and trade secret information, including but not limited to
`
`the composition of Henessey Food’s proprietary antioxidant solutions, information about
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`Henessey Food’s customers, and information about Henessey Food’s sales volumes and the market
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`for Henessey Food’s products.
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`11
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`74.
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`Upon information and belief, Prinova would not have sold or attempted to sell
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`antioxidant products to Crunch Pak, Peterson Farms, and Del Monte, if Prinova had not used
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`Henessey Food’s proprietary and trade secret information, including but not limited to the
`
`composition of Henessey Food’s proprietary antioxidant solutions, information about Henessey
`
`Food’s customers, and information about Henessey Food’s sales volumes and the market for
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`Henessey Food’s products.
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`75.
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`Upon information and belief, Prinova would not have sold or attempted to sell
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`antioxidant products to Crunch Pak, Peterson Farms, and Del Monte, if Prinova had not used
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`Henessey Food’s Product Formula Trade Secrets.
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`FIRST CLAIM
`MISAPPROPRIATION OF TRADE SECRETS UNDER THE DTSA
`
`76.
`
`Henessey Food repeats and realleges the allegations set forth in each preceding
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`paragraph as if fully set forth herein.
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`Henessey Food’s Product Formula Trade Secrets have substantial economic value.
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`Henessey Food has taken reasonable measures to protect its Product Formula Trade
`
`77.
`
`78.
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`Secrets.
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`79.
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`Henessey Food’s Product Formula Trade Secrets constitute trade secrets protected
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`by the Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq.
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`80.
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`Henessey Food’s information about its sales volumes and the amount of demand
`
`for antioxidant products by its customers and potential customers has substantial economic value.
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`81.
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`Henessey Food’s information about its sales volumes and the amount of demand
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`for antioxidant products by its customers and potential customers is not generally known and is
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`not readily ascertainable from publicly available information.
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`82.
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`Henessey Food has taken reasonable measures to protect its information about its
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`sales volumes and the amount of demand for antioxidant products by its customers and potential
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`customers, including by limiting access to this information to only a few key Henessey Food
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`employees, requiring Henessey Food employees with access to this information to maintain it as
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`confidential, and requiring confidentiality agreements before disclosing it to anyone outside
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`Henessey Food.
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`83.
`
`Henessey Food’s information about its sales volumes and the amount of demand
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`for antioxidant products by its customers and potential customers (the “Product Market Trade
`
`Secrets”) constitute trade secrets protected by the Defend Trade Secrets Act, 18 U.S.C. § 1836 et
`
`seq.
`
`84.
`
`Upon information and belief, Prinova has misappropriated Henessey Food’s
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`Product Formula Trade Secrets by using them to make and sell antioxidant products to Crunch
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`Pak.
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`85.
`
`Upon information and belief, Prinova has misappropriated Henessey Food’s
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`Product Formula Trade Secrets in offering to make and sell antioxidant products to Peterson
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`Farms.
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`86.
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`Upon information and belief, Prinova has misappropriated Henessey Food’s
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`Product Formula Trade Secrets in offering to make and sell antioxidant products to Del Monte.
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`87.
`
`Upon information and belief, Prinova has misappropriated Henessey Food’s
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`Product Market Trade Secrets by using them to plan, bring to market, and offer to sell antioxidant
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`products, including antioxidant products Prinova has sold or offered to sell to Crunch Pak, Peterson
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`Farms, and Del Monte.
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`13
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`88.
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`Henessey Food has suffered damages resulting from Prinova’s misappropriation of
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`Henessey Food’s trade secrets.
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`89.
`
`Prinova has been unjustly enriched as a result of its misappropriation of Henessey
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`Food’s trade secrets, including at least in the amount of its profits on sales Prinova has made as a
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`result of its misappropriation of Henessey Food’s trade secrets, and in the amount of product
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`development costs that Prinova avoided by its use of Henessey Food’s information.
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`90.
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`Henessey Food is entitled to an award of damages for its losses caused by Prinova’s
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`misappropriation of Henessey Food’s trade secrets.
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`91.
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`In addition, Henessey Food is entitled to an award of damages in the amount by
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`which Prinova has been unjustly enriched resulting from its misappropriation of Henessey Food’s
`
`trade secrets.
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`92.
`
`In the alternative, Henessey Food is entitled to an award of damages in the amount
`
`of a reasonable royalty for Prinova’s use of Henessey Food’s trade secrets.
`
`93.
`
`Upon information and belief, at the time that Prinova used Henessey Food’s
`
`Product Formula Trade Secrets by using them to make and sell antioxidant products to Crunch
`
`Pak, Prinova knew that the Product Formula Trade Secrets were Henessey Food’s confidential and
`
`trade secret information.
`
`94.
`
`Upon information and belief, at the time that Prinova used Henessey Food’s
`
`Product Formula Trade Secrets by using them to offer to sell antioxidant products to food
`
`processors, including at least Peterson Farms and Del Monte, Prinova knew that the Product
`
`Formula Trade Secrets were Henessey Food’s confidential and trade secret information.
`
`95.
`
`Upon information and belief, at the time that Prinova used Henessey Food’s
`
`Product Market Trade Secrets by using them to plan, bring to market, and offer to sell antioxidant
`
`14
`
`
`
`Case 5:20-cv-00806-FJS-TWD Document 1 Filed 07/16/20 Page 15 of 29
`
`products, Prinova knew that the Product Market Trade Secrets were Henessey Food’s confidential
`
`and trade secret information.
`
`96.
`
`Prinova’s actions constitute willful and malicious misappropriation of Henessey
`
`Food’s trade secrets.
`
`97.
`
`As a result of Prinova’s willful and malicious misappropriation of Henessey Food’s
`
`trade secrets, Henessey Food is entitled to exemplary damages.
`
`98.
`
`Upon information and belief, Prinova’s breaches of the Supply Agreement have
`
`harmed Henessey Food’s relationships with its customers and potential customers.
`
`99.
`
`Upon information and belief, Henessey Food has suffered irreparable harm
`
`resulting from Prinova’s misappropriation of Henessey Food’s trade secrets.
`
`100. Upon information and belief, Henessey Food will be irreparably harmed by any
`
`further disclosure or use by Prinova of Henessey Food’s trade secrets.
`
`101. Henessey Food is entitled to an injunction prohibiting Prinova from disclosing or
`
`using Henessey Food’s Product Formula Trade Secrets.
`
`102. Henessey Food is entitled to an injunction prohibiting Prinova from disclosing or
`
`using Henessey Food’s confidential information, including information about Henessey Food’s
`
`customers, potential customers, and customers’ requirements.
`
`103. Henessey Food is entitled to an injunction prohibiting Prinova from selling
`
`antioxidant products to Crunch Pak, Peterson Farms, and Del Monte.
`
`SECOND CLAIM
`MISAPPROPRIATION OF TRADE SECRETS UNDER NEW YORK LAW
`
`104. Henessey Food repeats and realleges the allegations set forth in each preceding
`
`paragraph as if fully set forth herein.
`
`15
`
`
`
`Case 5:20-cv-00806-FJS-TWD Document 1 Filed 07/16/20 Page 16 of 29
`
`105. Henessey Food’s Product Formula Trade Secrets constitute trade secrets protected
`
`under New York law.
`
`106.
`
`Prinova has used the Product Formula Trade Secrets in breach of its obligations
`
`under the Supply Agreement.
`
`107.
`
`Prinova has used the Product Formula Trade Secrets in breach of its obligations
`
`under the Mutual Confidentiality Agreement.
`
`108. Henessey Food disclosed the Product Formula Trade Secrets to Prinova in
`
`confidence under the mutual understanding that Prinova would not make any unauthorized
`
`disclosure of the Product Formula Trade Secrets and would not use the Product Formula Trade
`
`Secrets except to provide antioxidant products to Henessey Food.
`
`109.
`
`Prinova has used the Product Formula Trade Secrets in breach of the confidence in
`
`which Henessey Food disclosed those trade secrets to Prinova.
`
`110.
`
`The circumstances under which Henessey Food disclosed the Product Formula
`
`Trade Secrets to Prinova gave rise to a duty on the part of Prinova to refrain from any unauthorized
`
`disclosure of the Product Formula Trade Secrets and to refrain from using the Product Formula
`
`Trade Secrets except to provide antioxidant products to Henessey Food.
`
`111.
`
`Prinova has used the Product Formula Trade Secrets in violation of its duty to
`
`Henessey Food.
`
`112. Henessey Food’s Product Market Trade Secrets constitute trade secrets protected
`
`under New York law.
`
`113.
`
`Prinova has used the Product Market Trade Secrets in breach of its obligations
`
`under the Supply Agreement.
`
`16
`
`
`
`Case 5:20-cv-00806-FJS-TWD Document 1 Filed 07/16/20 Page 17 of 29
`
`114.
`
`Prinova has used the Product Market Trade Secrets in breach of its obligations
`
`under the Mutual Confidentiality Agreement.
`
`115. Henessey Food disclosed the Product Market Trade Secrets to Prinova in
`
`confidence under the mutual understanding that Prinova would not make any unauthorized
`
`disclosure of the Product Market Trade Secrets and would not use the Product Formula Trade
`
`Secrets except to provide antioxidant products to Henessey Food.
`
`116.
`
`Prinova has used the Product Market Trade Secrets in breach of the confidence in
`
`which Henessey Food disclosed those trade secrets to Prinova.
`
`117.
`
`The circumstances under which Henessey Food disclosed the Product Market Trade
`
`Secrets to Prinova gave rise to a duty on the part of Prinova to refrain from any unauthorized
`
`disclosure of the Product Market Trade Secrets and to refrain from using the Product Market Trade
`
`Secrets except to provide antioxidant products to Henessey Food.
`
`118.
`
`Prinova has used the Product Market Trade Secrets in violation of its duty to
`
`Henessey Food.
`
`119.
`
`Prinova’s actions constitute misappropriation of Henessey Food’s trade secrets
`
`under New York law.
`
`120. Henessey Food has suffered damages resulting from Prinova’s misappropriation of
`
`Henessey Food’s trade secrets.
`
`121.
`
`Prinova has been unjustly enriched resulting from its misappropriation of Henessey
`
`Food’s trade secrets, including at least in the amount of its profits on sales Prinova has made as a
`
`result of its misappropriation of Henessey Food’s trade secrets.
`
`122. Henessey Food is entitled to an award of damages for Prinova’s misappropriation
`
`of Henessey Food’s trade secrets.
`
`17
`
`
`
`Case 5:20-cv-00806-FJS-TWD Document 1 Filed 07/16/20 Page 18 of 29
`
`123. Upon information and belief, at the time that Prinova used Henessey Food’s
`
`Product Formula Trade Secrets by using them to make and sell antioxidant products to Crunch
`
`Pak, Prinova knew that the Product Formula Trade Secrets were Henessey Food’s confidential and
`
`trade secret information.
`
`124. Upon information and belief, at the time that Prinova used Henessey Food’s
`
`Product Formula Trade Secrets by using them to offer to sell antioxidant products to food
`
`processors, including at least Peterson Farms and Del Monte, Prinova knew that the Product
`
`Formula Trade Secrets were Henessey Food’s confidential and trade secret information.
`
`125. Upon information and belief, at the time that Prinova used Henessey Food’s
`
`Product Market Trade Secrets by using them to plan, bring to market, and offer to sell antioxidant
`
`products, Prinova knew that the Product Market Trade Secrets were Henessey Food’s confidential
`
`and trade secret information.
`
`126.
`
`Prinova’s actions constitute willful and malicious misappropriation of Henessey
`
`Food’s trade secrets.
`
`127. As a result of Prinova’s willful and malicious misappropriate of Henessey Food’s
`
`trade secrets, Henessey Food is entitled to punitive damages.
`
`128. Upon information and belief, Henessey Food has suffered irreparable harm as a
`
`result of Prinova’s misappropriation of Henessey Food’s trade secrets
`
`129. Upon information and belief, Henessey Food will be irreparably harmed by any
`
`further use by Prinova of Henessey Food’s trade secrets.
`
`130. Henessey Food is entitled to an injunction prohibiting Prinova from disclosing or
`
`using Henessey Food’s Product Formula Trade Secrets.
`
`18
`
`
`
`Case 5:20-cv-00806-FJS-TWD Document 1 Filed 07/16/20 Page 19 of 29
`
`131. Henessey Food is entitled to an injunction prohibiting Prinova from disclosing or
`
`using Henessey Food’s Product Formula Trade Secrets, including information about Henessey
`
`Food’s customers, potential customers, and customers’ requirements.
`
`132. Henessey Food is entitled to an injunction prohibiting Prinova from selling
`
`antioxidant products to Crunch Pak, Peterson Farms, and Del Monte.
`
`THIRD CLAIM
`BREACH OF CONTRACT – SUPPLY AGREEMENT
`
`133. Henessey Food repeats and realleges the allegations set forth in each preceding
`
`paragraph as if fully set forth herein.
`
`134.
`
`The Supply Agreement constitutes a valid, binding contract among the parties.
`
`135. Henessey Food properly performed its obligations under the Supply Agreement.
`
`136.
`
`Prinova breached the Supply Agreement by its unauthorized use
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