Omni Logistics LLC v. Wells

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IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF NORTH CAROLINA
ASHEVILLE DIVISION
1:25-cv-23-MR-WCM
OMNI LOGISTICS, LLC, )
)
Plaintiff, )
) MEMORANDUM AND
v. ) RECOMMENDATION
)
DANIEL WELLS, )
)
Defendant. )
_______________________________ )
This matter is before the Court on Defendant’s Motion to Dismiss
Amended Complaint (the “Motion to Dismiss,” Doc. 11), which has been
referred to the undersigned for the entry of a recommendation pursuant to 28
U.S.C. § 636.
I. Procedural History
On January 24, 2025, Omni Logistics, LLC (“Plaintiff”) filed its
Complaint against Daniel Wells (“Defendant”). Doc. 2.
On March 28, 2025, Plaintiff filed an Amended Complaint. Doc. 9.
On April 18, 2025, Defendant filed the Motion to Dismiss and a
supporting memorandum. Docs. 11, 12. Plaintiff has responded (Doc. 17), and
the time for Defendant to file a reply has passed.
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II. Plaintiff’s Allegations in the Amended Complaint
Plaintiff is a “third-party logistics company” that provides a variety of
“transportation, freight forwarding, customs brokerage, warehousing,
distribution, and other value-added logistics services in North America, South
America, Asia, and Europe.” Doc. 9 at ¶ 7.
In August 2021, Plaintiff acquired most of the assets of Millhouse
Logistics, Inc. (“Millhouse”), including its trade secrets and proprietary
information, which resulted in Plaintiff becoming the parent company of two
new Millhouse entities. Id. at ¶ 8. “As a key employee, Defendant received
separate consideration” in connection with the August 2021 transaction and
was required to enter into a Restrictive Covenant Agreement (the “RCA”). Id.
at ¶¶ 9-10.
The RCA placed restrictions on Defendant’s use of Plaintiff’s trade
secrets and confidential information; solicitation of Plaintiff’s customers,
clients, and employees; and ability to compete with Plaintiff’s businesses in
certain geographic areas for a specified period of time. Id. at ¶ 13.
After executing the RCA, Defendant became the Sales Director for the
new Millhouse entities. As such, he “touched every part of the sales process,”
was required to set sales strategies, and was in charge of a sales team for sales
in the United States, Canada, and Mexico. Doc. 9 at ¶¶ 19- 20. In connection
with this position, Defendant entered into a Confidentiality and Intellectual
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Property Agreement (the “Confidentiality Agreement”) with Plaintiff, which
imposed restrictions upon Defendant’s use of Plaintiff’s confidential
information. Id. at ¶¶ 21-22.1
On June 22, 2023, Plaintiff learned that Defendant “had business
interests in a separate company and was engaging in providing freight
forwarding and other logistics and transportation services for his own personal
benefit.” Id. at ¶ 29.
On July 17, 2023, Millhouse’s then-president, Vadim Kirilin (“Kirilin”)
met with Defendant and asked Defendant if Defendant had his own company
that provided freight forwarding and other logistics services. Id. at ¶ 30.
Defendant “initially denied that he had set up his own competing company to
provide freight forwarding and other logistics and transportation services for
his personal benefit. However, after further discussion, [Defendant] indicated
that he was an owner in an entity that provided services competitive with those
provided by [Plaintiff] and Millhouse.” Id. Kirilin immediately terminated
Defendant’s employment and requested that Defendant return a cellular
phone that Plaintiff had provided to Defendant for work purposes and which
Plaintiff alleges contained its “trade secrets and confidential and proprietary
information, including customer contact information and communications….”
1 Plaintiff refers to the RCA and the Confidentiality Agreement collectively as the
“Agreements.” Doc. 9 at ¶ 28.
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Id. at ¶ 31. Defendant refused to return the cellular phone at the time of his
termination; however, when the phone was collected later that evening, “data
belonging to [Plaintiff] on the cellular phone had been erased, after the phone
had been reset by [Defendant].” Id. at ¶¶ 31, 33.
Plaintiff conducted an investigation and learned that Defendant, along
with Defendant’s wife (who is also Plaintiff’s former employee) had “business
interests” in certain entities, including an entity known as “Expedite Express
LLC” (“Expedite Express”). Id. at ¶ 35. Business filings for Expedite Express
indicate that its business is logistics and freight transportation. Id. Plaintiff
also discovered that prior to Defendant’s termination, Defendant had
“forwarded insurance requirements and a confidential service agreement
between Millhouse and one of its top customers to his email address that was
associated with Expedite Express LLC…and attempted to forward a pricing
template for a Millhouse customer to the same email.” Id. at ¶ 36. Additionally,
Plaintiff “received reports that its current and potential customers were
contacted by [Defendant] who solicited their business, including by contacting
the key account contacts, and requesting that they send their business to him
and/or the entities that he had business interests in to provide freight
forwarding and other logistics and transportation services.” Id. at ¶ 37.
On July 28, 2023, Plaintiff sent Defendant a cease-and-desist letter. On
August 3, 2023, Defendant responded that he was “in process of closing out the
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companies in question.” Id. at ¶¶ 38-39. However, Plaintiff subsequently
learned that on August 11, 2023, Defendant sent an email from his Expedite
Express email address to a senior employee of one of Plaintiff’s largest
customers attaching information for Expedite Express, including “contact
information, accounts receivable and accounts payable information, and motor
carrier and U.S. Department of Transportation licensing numbers.” Id. at ¶ 40.
Defendant continued to provide services through Expedite Express in violation
of the restrictive covenants in the Agreements through May 2024. Id. at ¶ 42.
III. Legal Standard
When considering a motion made pursuant to Rule 12(b)(6), the court
accepts the allegations in the complaint as true and construes them in the light
most favorable to the plaintiff. See Nemet Chevrolet, Ltd. v.
Consumeraffairs.com, Inc., 591 F.3d 250, 253 (4th Cir. 2009); Francis v.
Giacomelli, 588 F.3d 186, 192 (4th Cir. 2009).
The court, however, is not required to accept “legal conclusions, elements
of a cause of action, and bare assertions devoid of further factual
enhancement.” Consumeraffairs.com, 591 F.3d at 255; see Giacomelli, 588 F.3d
at 192. That is, while “detailed factual allegations” are not required, the
complaint must contain “enough facts to state a claim to relief that is plausible
on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 570 (2007); see
Consumeraffairs.com, 591 F.3d at 255. “A claim has facial plausibility when
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the plaintiff pleads factual content that allows the court to draw the reasonable
inference that the defendant is liable for the misconduct alleged.” Ashcroft v.
Iqbal, 556 U.S. 662, 678 (2009); accord Consumeraffairs.com, 591 F.3d at 255.
In short, the well-pled factual allegations must move a plaintiff’s claim “from
conceivable to plausible.” Twombly, 550 U.S. at 570; Consumeraffairs.com, 591
F.3d at 256.
IV. Discussion
Plaintiff asserts claims for violation of the Federal Defend Trade Secrets
Act, 18 U.S.C. § 1836,
et seq. (the “DTSA”), the North Carolina Trade Secret
Protection Act, N.C. Gen. Stat. § 66-152,
et. seq. (the “NCTSPA”), breach of
contract, breach of fiduciary duty, and unjust enrichment.
A. Trade Secret Claims
To make out a prima facie claim for a violation of either the DTSA or the
NCTSPA, a plaintiff must identify the trade secret at issue with sufficient
particularity. See Sysco Machinery Corp. v. DCS USA Corp., 143 F.4th 222,
228 (4th Cir. 2025) (“The federal and North Carolina statutes are similar in
another way: both require the plaintiff to identify ‘with sufficient particularity’
the trade secret it claims has been misappropriated. At the pleading stage,
identifying the trade secret with sufficient particularity means describing the
trade secret at a level of detail that enables ‘a defendant to delineate that which
he is accused of misappropriating,’ and that enables a court to determine
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whether the plaintiff has plausibly satisfied the reasonable secrecy and
independent economic value requirements.”) (internal citations omitted); see
also Krawiec v. Manly, 370 N.C. 602, 609 (2018) (quoting Washburn v. Yadkin
Valley Bank & Tr. Co., 190 N.C. App. 315, 326 (2008) (quoting VisionAIR, Inc.
v. James, 167 N.C. App. 504, 510-11 (2004)), disc. rev. denied, 363 N.C. 139
(2009)); Design Gaps, Inc. v. Hall, No. 3:23-CV-186-MOC, 2023 WL 8103156,
at *8 n.3 (W.D.N.C. Nov. 21, 2023) (“Due to the similar standards of the North
Carolina Trade Secrets Protection Act and DTSA, courts confronted with both
claims regularly analyze them simultaneously.”).
Here, Defendant argues that Plaintiff has failed to identify the trade
secrets at issue with sufficient particularity.
Courts will dismiss misappropriation of trade secrets claims at the
pleadings stage when such claims are based on only vague or conclusory
allegations regarding the trade secrets at issue. See Washburn, 190 N.C. App.
at 327 (“[A] complaint that makes general allegations in sweeping and
conclusory statements, without specifically identifying the trade secrets
allegedly misappropriated, is ‘insufficient to state a claim for misappropriation
of trade secrets.’”) (quoting VisionAIR, 167 N.C. App. at 511); Design Gaps,
2023 WL 8103156, at *8 (explaining that “[c]ourts routinely dismiss
misappropriation of trade secret claims based on vague and conclusory
allegations at the pleadings stage” and that “when asserting a claim under the
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DTSA, a plaintiff may not simply list categories of alleged trade secrets in
broad terms….”) (citations omitted).
In its Amended Complaint, Plaintiff alleges that it
is the owner of certain trade secrets, [including] but
not limited to: business methods, techniques,
processes, and lists of actual or potential customers or
suppliers. [Plaintiff] derives economic value from its
trade secrets not being generally known to, or readily
ascertainable by proper means by, other persons who
can receive economic value from their disclosure.
Particularly, [Plaintiff] has (and [Defendant] has
misappropriated): key account contacts and customer
lists, insurance requirements and confidential service
agreements between Millhouse and customers, and
pricing templates. [Defendant], on May 16, 2023,
forwarded insurance requirements and a confidential
service agreement between Millhouse and one of its
top customers to his email address associated with
Expedite Express, and attempted to forward a pricing
template for a Millhouse customer to the same email.
[Defendant] also used [Plaintiff’s] customers lists,
including the key account contacts, to contact entities
to send their business to him. Further, On August 11,
2023, [Defendant] sent an email from his Expedite
Express email to a senior employee of a customer
which he learned through [Plaintiff].
Doc. 9 at ¶44; see also Doc. 9 at ¶ 58.
Reading these allegations in the light most favorable to Plaintiff, the
undersigned is persuaded that Plaintiff has identified the trade secrets at issue
with the requisite specificity. See Recon Grp. LLP v. Lowe's Home Centers,
LLC, 743 F. Supp.3d 737, 750 (W.D.N.C. 2024) (“Here, goTRG provided enough
details beyond just a broad category, like a ‘strategy’ or ‘process,’ for Lowe's to
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determine what it is accused of misappropriating. Therefore, goTRG has pled
trade secrets with sufficient particularity at this stage. Further details that
Lowe's seeks can be obtained through discovery.”); Sysco Machinery, 143 F.4th
at 228 (“At the pleading stage, identifying the trade secret with sufficient
particularity means describing the trade secret at a level of detail that enables
‘a defendant to delineate that which he is accused of misappropriating’ and
enables a court to determine whether the plaintiff has plausibly satisfied the
reasonable secrecy and independent economic value requirements.”) (quoting
Krawiec, 370 N.C. at 609) (citing Synopsys, Inc. v. Risk Based Security, Inc.,
70 F.4th 759, 772-73 (4th Cir. 2023)); cf. Design Gaps, 2023 WL 8103156, at *9
(dismissing a DTSA claim based on alleged misappropriation of plaintiff’s
“collection of copyrights in certain works, trade secrets, and other proprietary
information that are not lawfully available to the public that are used in the
design and construction of such residential projects”) (collecting cases
including Washburn, 190 N.C. App. at 327 (holding that defendant failed to
identify the trade secrets with sufficient specificity when it described the trade
secrets as “acquired knowledge of [Defendant's] business methods; clients,
their specific requirements and needs; and other confidential information
pertaining to [Defendant's] business”) and Power Home Solar, LLC v. Sigora
Solar, LLC, No. 20-CVS-7165, 2021 WL 2530984, at *13 (N.C. Super. Ct. June
18, 2021) (dismissing Plaintiff's claims for violations of NCTSPA and DTSA
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based on Plaintiff's insufficient description of its trade secrets as “proprietary
practices, methods, techniques, pricing models,” and “information concerning
[Plaintiff's] suppliers and vendors”)).
B. Breach of Contract
In its Amended Complaint, Plaintiff alleges that Defendant has breached
both the RCA and Confidentiality Agreement. In the Motion to Dismiss,
however, Defendant does not appear to challenge Plaintiff’s breach of contract
claim to the extent that claim is premised on breach of the Confidentiality
Agreement. With respect to the RCA, Defendant argues that North Carolina
law governs the interpretation of that agreement and that the RCA is
unenforceable under North Carolina law. Doc. 12 at 10.
1. Choice of Law
The RCA provides that:
This Agreement shall be governed by and construed
and enforced in accordance with laws of the State of
Delaware (regardless of the Laws that might
otherwise govern under applicable principles of
conflicts of laws thereof) as to all matters, including
matters of validity, construction, effect, performance
and remedies.
Doc. 9-1 at § 2(a).
Defendant contends that despite this Delaware choice of law provision,
this Court should apply North Carolina law when determining the
enforceability of the RCA.
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“[I]t is apparent that when a choice of law provision is included in a
contract, the parties intend to make an exception to the presumptive rule that
the contract is governed by the law of the place where it is made.” Bueltel v.
Lumber Mut. Ins. Co., 134 N.C. App. 626, 631 (1999)). Accordingly,
“contracting parties in North Carolina are entitled to agree that a particular
jurisdiction’s substantive law will govern their contract, and such a provision
will generally be given effect.” Volvo Const. Equip. N. Am., Inc. v. CLM Equip.
Co., Inc., 386 F.3d 581, 602 (4th Cir. 2004).
However, North Carolina courts will not honor a choice of law provision
where
(a) the chosen state has no substantial relationship to
the parties or the transaction and there is no other
reasonable basis for the parties’ choice, or (b)
application of the law of the chosen state would be
contrary to a fundamental policy of a state which has
a materially greater interest than the chosen state in
the determination of the particular issue and . . . would
be the state of applicable law in the absence of an
effective choice of law by the parties.
Cable Tel Servs., Inc. v. Overland Contracting, Inc.,
154 N.C. App. 639, 642-43 (2002) (quoting
RESTATEMENT (SECOND) OF CONFLICT OF LAWS § 187
(1971)).
Here, the RCA reflects that Plaintiff itself and several other companies
involved in the August 2021 asset purchase are Delaware limited liability
companies. Further, Plaintiff is attempting to protect alleged trade secrets and
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proprietary information that it obtained in connection with that asset
purchase. Doc. 9-1 at 1; see also Doc. 9 at ¶ 2. Under these circumstances, the
undersigned is persuaded that there is a sufficient connection between
Delaware and the RCA to support the application of Delaware law to that
agreement. Accord IQVIA, Inc. v. Circuit Clinical Solutions, Inc., 22-CVS-
7425, 2023 WL 129439, *3 (N.C. Sup. Ct. Jan. 6, 2023) (“There is no dispute
that Delaware—IQVIA’s place of incorporation—has a substantial relationship
to the parties.”); Exencial Wealth Advisors, LLC v. Downing, No. 24CV036078-
590, 2025 WL 987747, at *3 (N.C. Super. Apr. 1, 2025) (“As Oklahoma has a
substantial relationship to the parties—Plaintiff is an Oklahoma limited
liability corporation headquartered in Oklahoma City … this Court will apply
Oklahoma law to Plaintiff's claims for breach of contract.”).2
2. Enforceability of the RCA
Defendant argues that, under North Carolina law, the RCA is not
reasonable as to time and territory. See Doc. 12 at 10-14. Defendant does not,
however, argue that the RCA is unenforceable under
Delaware law.
Because the undersigned concludes that the Delaware choice of law
provision in the RCA should be honored, and because Defendant has not
argued the RCA is unenforceable under Delaware law, the undersigned does
2 Defendant does not argue that application of Delaware law to the RCA would be
contrary to a fundamental policy of North Carolina.
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not reach Defendant’s argument that certain provisions of the RCA are
unenforceable under North Carolina law.
C. Breach of Fiduciary Duty
A breach of fiduciary duty claim requires there to be a fiduciary
relationship between the parties. Dalton v. Camp, 353 N.C. 647, 651 (2001).
Although “parties to a contract…generally do not become each other’s
fiduciaries…,” Dreamstreet Invs. v. MidCountry Bank, 842 F.3d 825, 831 (4th
Cir. 2016), North Carolina courts have held that an “agent is a fiduciary with
respect to matters within the scope of his agency.” Honeycutt v. Farmers &
Merchants Bank, 126 N.C. App. 816, 820 (1997) (citing SNML Corp. v. Bank,
41 N.C. App. 28, disc. review denied, 298 N.C. 204 (1979)).
Here, Plaintiff alleges that Defendant was a Sales Director, that he
“managed a sales team and was responsible for sales in the United States,
Canada, and Mexico,” and that he “set the strategy for Millhouse’s sales
process and oversaw more than 100 customer accounts at all relevant times.”
Doc. 9 at ¶ 82. Plaintiff also alleges that Defendant’s “responsibilities were far-
reaching and touched every part of the sales process.” Id. at ¶ 20.
At the pleading stage, these allegations are sufficient to indicate that a
fiduciary relationship existed. See Sara Lee Corp. v. Carter, 129 N.C. App. 464,
470 (1998), rev’d on other grounds, 351 N.C. 27 (1999) (concluding that the
defendant breached a fiduciary duty he owed to the plaintiff by acting in his
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capacity as an agent to whom the defendant gave “discretion to obtain
computer parts and services ‘from whatever source he thought best’”); Global
Textile Alliance, Inc. v. TDI Worldwide, LLC, No. 17-CVS-7304, 2018 WL
6272929, at *6-7 (N.C. Super. Ct. Nov. 29, 2018) (concluding that the plaintiff’s
allegations surrounding a breach of fiduciary duty claim were sufficient to
survive a motion to dismiss where plaintiff alleged the defendant “oversaw all
of Plaintiff’s business within the Asia market and had vast control over
Plaintiff’s Asia operation”).
D. Unjust Enrichment
“To establish unjust enrichment, a party must show ‘(1) a measurable
benefit was conferred on the defendant, (2) the defendant consciously accepted
that benefit, and (3) the benefit was not conferred officiously or gratuitously.’”
Megaro v. McCollum, 66 F.4th 151, 161 (4th Cir. 2023) (quoting Primerica Life
Ins. Co. v. James Massengill & Sons Const. Co., 211 N.C. App. 252, 259-60
(2011)).
Here, Defendant argues that Plaintiff’s claim for unjust enrichment
should be dismissed because Plaintiff has failed to allege that a measurable
benefit was conferred upon Defendant.
Plaintiff alleges that it permitted Defendant “to access intellectual
property and trade secrets” and that it did so “in order for [Defendant] to use
confidential information to further [Plaintiff’s] relationships with its
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customers.” Doc. 9 at ¶¶ 91, 94. The undersigned finds these allegations to be
sufficient at the pleading stage. See Recon Grp. LLP v. Lowe’s Home Centers,
LLC, 743 F. Supp.3d 737, 751 (W.D.N.C. 2024) (“The Court, however, finds
that [the plaintiff] has adequately pled its claim for unjust enrichment. [The
plaintiff] has alleged that it allowed Lowe's to use its proprietary information
under their agreements, Lowe's actually used the Software to manage its
reverse logistics processes, and, after terminating the contract, Lowe's
allegedly continued to use [the plaintiff’s] Software and proprietary
information without paying the agreed upon licensing fee.”); PDF Electric &
Supply Company, LLC v. Jacobsen, No. 20-CVS-4609, 2020 WL 5415220, at
*11 (N.C. Super. Ct. Sept. 9, 2020) (“Plaintiffs also allege that [a specific
plaintiff] ‘conferred’ the benefit of providing Jacobsen with access to Plaintiffs’
confidential information ‘for the express purpose of Jacobsen performing’ his
job duties, and not for Defendants’ use to develop competing businesses.
Plaintiffs allege that ‘it is neither fair nor equitable for Defendants to make
use of [a specific plaintiff’s] confidential information.’ While these allegations
are a weak recitation of a claim for unjust enrichment, the Court concludes
that they are minimally sufficient to preclude dismissal at this point in the
case.”) (internal citations omitted).
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V. Recommendation
For the reasons set out herein, the undersigned RESPECTFULLY
RECOMMENDS that Plaintiff’s Motion to Dismiss Amended Complaint (Doc.
11) be DENIED.
Signed: December 19, 2025
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Time for Objections
The parties are hereby advised that, pursuant to Title 28, United States
Code, Section 636, and Federal Rule of Civil Procedure 72(b)(2), written
objections to the findings of fact, conclusions of law, and recommendation
contained herein must be filed within fourteen (14) days of service of same.
Responses to the objections must be filed within fourteen (14) days of service
of the objections. Failure to file objections to this Memorandum and
Recommendation with the presiding District Judge will preclude the parties
from raising such objections on appeal. See Thomas v. Arn, 474 U.S. 140, 140
(1985); United States v. Schronce, 727 F.2d 91, 94 (4th Cir. 1984).
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