Geminatio, Inc. v. Hustad et al

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF NEW YORK
GEMINATIO, INC.,
Plaintiff,
v.
PHILIP HUSTAD & VIONANO INNOVATIONS,
INC.,
Defendants.
1:25-cv-00361 (AMN/TWD)
APPEARANCES: 	OF COUNSEL:
HARRIS BEACH MURTHA CULLINA PLLC 	DANIEL R. LECOURS, ESQ.
677 Broadway – Suite 1101
Albany, New York 12207
HARRIS ST. LAURENT & WECHSLER LLP 	DAVID S. WECHSLER, ESQ.
40 Wall Street – 53rd Floor 	JUANNELL RILEY, ESQ.
New York, New York 10005
Attorneys for Plaintiff
BOND SCHOENECK & KING, PLLC 	BRIAN J. BUTLER, ESQ.
One Lincoln Center
Syracuse, New York 13202
350 Linden Oaks – Third Floor 	JEFFREY F. ALLEN, ESQ.
Rochester, New York 14625 	JEREMY M. SHER, ESQ.
Avant Building – Suite 900 	JEREMY P. OCZEK, ESQ.
200 Delaware Avenue
Buffalo, New York 14202
Attorneys for Defendants
Hon. Anne M. Nardacci, United States District Judge:
MEMORANDUM-DECISION & ORDER
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I. 	INTRODUCTION
On March 21, 2025, Plaintiff Geminatio, Inc. (“Geminatio”) filed a complaint pursuant to
18 U.S.C. § 1836, as well as Minnesota and New York state law, against Defendants Dr. Philip
Hustad and VioNano Innovations, Inc. (“VioNano”). Dkt. No. 1 (“Complaint”). The Complaint
alleges that Defendant Hustad (i) breached a Proprietary Information and Inventions Agreement
(“PIIA”) he executed while employed at Geminatio; (ii) violated federal and state trade secret
protections by allegedly disclosing inventions and intellectual property conceived during Hustad’s
employment with Geminatio in an effort to compete against Geminatio via Defendant VioNano;
(iii) breached his fiduciary duties to Geminatio; and (iv) tortiously interfered with Geminatio’s
economic advantage. See id. at ¶¶ 48-87.
Along with the Complaint, Plaintiff filed an emergency order to show cause, requesting a
temporary restraining order, a preliminary injunction, and expedited discovery pursuant to Fed. R.
Civ. P. 65(b)(1) and Northern District of New York Local Rules 7.1(e) and 65.1. Dkt. No. 7. On
March 24, 2025, the Court denied the portion of the emergency motion seeking an ex parte
temporary restraining order, and on April 9, 2025, held a hearing regarding the remaining portions
of the emergency motion. See Dkt. Nos. 8, 23. On April 28, 2025, following the submission of
certain documents requested by the Court for in camera review, the Court issued a Memorandum-
Decision and Order denying the remaining portions of Plaintiff’s emergency motion. Dkt. No. 40.
On May 1, 2025, Defendants filed a motion to dismiss the Complaint pursuant to Fed R.
Civ. P. 12(b)(1) and 12(b)(6). Dkt. No. 43 (“Motion”). Plaintiff opposed the Motion on May 22,
2025, see Dkt. No. 46, and Defendants filed a reply in further support of the Motion on May 29,
2025. Dkt. No. 47. Plaintiff also filed a cross-motion seeking to amend the Complaint on June
18, 2025, see Dkt. No. 53 (“Cross-Motion”), which Defendants opposed on July 8, 2025. Dkt. No.
54. Accordingly, Defendants’ Motion and Plaintiff’s Cross-Motion are now ripe for adjudication.
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For the reasons set forth below, Defendants’ Motion is granted, and Plaintiff’s Cross-
Motion is denied.
II. 	BACKGROUND
Unless otherwise noted, the following facts are drawn from the Complaint, its attachments,
or materials it incorporates by reference, and are assumed to be true for purposes of ruling on the
motions, see Div. 1181 Amalgamated Transit Union-N.Y. Emps. Pension Fund v. N.Y.C. Dep’t of
Educ., 9 F.4th 91, 94 (2d Cir. 2021) (per curiam), or are otherwise matters of public record.
Williams v. N.Y.C. Hous. Auth., 816 Fed. Appx. 532, 534 (2d Cir. 2020).
A. The Parties
Plaintiff Geminatio is a manufacturer of advanced chemical solutions with its principal
place of business in Schenectady, New York. Dkt. No. 1 at ¶¶ 1, 12. Incorporated in Delaware in
January 2021, Geminatio has three full-time employees and a varying number of temporary
employees. Id. at ¶ 12.
Defendant Hustad is a former employee of Geminatio who currently resides in the state of
Minnesota. Id. at ¶ 13. Hustad was hired as Geminatio’s Chief Technology Officer in January
2022 and resigned in September 2024. 	Id. at ¶¶ 2, 9. 	Upon his resignation, Defendant Hustad
formed Defendant VioNano with non-party George Barclay. Id. at ¶ 9. VioNano was incorporated
in Delaware in November 2024 and maintains its principal place of business in South Grafton,
Massachusetts. Id. at ¶ 14.
B. Plaintiff’s Original Complaint
The Court presumes the Parties’ familiarity with the facts as alleged in the Complaint, Dkt.
No. 1, as set forth in the Court’s prior Memorandum-Decision and Order on Plaintiff’s motion for
a preliminary injunction and expedited discovery. 	Dkt. No. 40 at 3-7. 	In summary, Plaintiff
alleges 	that 	Defendant 	Hustad 	misappropriated 	Geminatio’s 	proprietary 	and 	trade 	secret
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information concerning polymer brush technology and in doing so violated the PIIA, as well as
federal and state law. See Dkt. No. 1 at ¶¶ 61-75. According to Plaintiff, Defendant VioNano’s
business is directly competitive with Geminatio based in part on proprietary or trade secret plans
that Defendant Hustad obtained while employed at Geminatio. Id. at ¶ 44.
C. Defendants’ Motion to Dismiss
Defendants move to dismiss the Complaint in its entirety on multiple grounds. 	First,
Defendants argue that Plaintiff’s Defend Trade Secrets Act (“DTSA”) claim and misappropriation
claim brought under Minnesota law should be dismissed because (i) Plaintiff fails to identify
information that could be subjected to trade secret protection; and (ii) even if Plaintiff could
sufficiently allege a trade secret, Plaintiff fails to adequately establish that such trade secret was
misappropriated by Defendants. 	Dkt. No. 43-1 at 9-17, 20. 	Second, Defendants contend that,
since Plaintiff’s DTSA claim is the only one brought under federal law, the Court should decline
to exercise pendent jurisdiction over Plaintiff’s remaining claims pursuant to 28 U.S.C. § 1367.
Id. at 18. 	In the alternative, Defendants argue that Plaintiff fails to state a claim for breach of
contract against Defendants, since the Complaint does not identify a trade secret that was disclosed
in violation of the PIIA, and because any efforts by Defendant Hustad to ultimately compete with
Plaintiff were merely preparatory and, accordingly, non-actionable. Id. at 18-20.
Defendants also contend that Plaintiff fails to state a breach of fiduciary duty claim because
it does not plausibly set forth that Defendant Hustad used Plaintiff’s purported trade secrets to
compete or otherwise harm Plaintiff’s business in any manner. Id. at 20-21. Finally, Defendants
argue that Plaintiff’s tortious interference with prospective economic damage claim fails because
Plaintiff does not set forth sufficient facts establishing that (i) Defendant Hustad convinced one of
Plaintiff’s potential customers not to enter into business with Plaintiff; and (ii) in communicating
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with Plaintiff’s potential customer, Defendant Hustad acted with the sole purpose of harming
Plaintiff. Id. at 22-23.
D. Plaintiff’s Proposed Amended Complaint
While Plaintiff argues that Defendants’ Motion should be dismissed because the Complaint
sets forth facts sufficient for all of its claims to survive, Plaintiff requests in the alternative that it
be granted leave to file an amended complaint to replead any purported deficiencies. 	See
generally, Dkt. No. 53-1. 	Pursuant to N.D.N.Y. Local Rule 15.1, Plaintiff filed with its Cross-
Motion a Proposed Amended Complaint in redline format, comparing the Proposed Amended
Complaint to the original Complaint. Dkt. No. 53-3.
Plaintiff’s proposed amendments primarily bolster certain of Plaintiff’s factual allegations
regarding the purported trade secrets that Defendants allegedly misappropriated. In summary, the
Proposed Amended Complaint contends that Plaintiff developed a “trade secret plan” to improve
historical issues with the use of polymer brushes in pitch-splitting, specifically to address defects
related to poor pattern transfer and imprecise pitch-splitting. 	Dkt. No. 53-3 at ¶¶ 4, 20. 	The
Proposed Amended Complaint explains that polymer brushes are not yet commercially utilized in
pitch-splitting because of these defects, but the proliferation of metal oxide resists and other
substrate materials in semiconductor manufacturing, in conjunction with the need for narrower and
finer pitch-splitting, has increased market demand for alternative pitch-splitting technologies. Id.
at ¶¶ 5, 19. Plaintiff alleges that it is uniquely positioned to leverage this growing market demand
through its industry reputation, customer and investor relationships, and technical knowledge of
pitch-splitting. Id. at ¶ 20.
Plaintiff further alleges that Geminatio developed a plan to improve polymer brush
technology to increase its competitive advantage based on its “market insight relating to increased
use of a wider range of photoresists and substrate materials in semiconductor manufacturing . . .
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and new approaches to utilizing polymer brush technology” that address specific polymer brush
defects, which Plaintiff has kept secret. Id. at ¶¶ 75, 82.
In further support of Plaintiff’s claim that Defendants misappropriated Plaintiff’s purported
trade secrets, Plaintiff alleges that Defendant Hustad wiped his computer prior to leaving
Geminatio, id. at ¶ 40, and failed to return certain “investor and/or engineer’s” notebooks, which
purportedly contained the work he performed for Plaintiff pertaining to polymer brushes. Id. at ¶
41. Plaintiff further alleges that Defendant Hustad filed “a whole bunch of new patents” related
to the process of using polymer brush technology in pitch-splitting, covering the same work Hustad
performed at Geminatio. Id. at ¶ 46. Additionally, Plaintiff alleges that Defendant Hustad took
and used Geminatio’s materials for purposes outside of Geminatio, contending that VioNano’s
business plans overlap and conflict with Geminatio’s own trade secret plans relating to polymer
brushes, which is evidenced by a slide presented by Defendant Hustad’s partner at VioNano that
is “strikingly similar” to slides used in decks Defendant Hustad prepared for Geminatio. Id. at ¶
48.
Plaintiff also proposes revisions to its state law claims to (i) add a fourth breach of contract
claim against Defendant Hustad related to his work improving polymer brush technology while at
VioNano, which he conceived of while at Geminatio, in purported breach of the PIIA, see id. at ¶¶
66-71; (ii) drop its tortious interference claim; and (iii) clarify that Plaintiff brings its breach of
fiduciary duty claim under the faithless servant doctrine. See id. at ¶¶ 90-97.
III. 	STANDARD OF REVIEW
A. Motion to Dismiss
A motion to dismiss for failure to state a claim pursuant to Rule 12(b)(6) tests the legal
sufficiency of a party’s claim for relief. See Patane v. Clark, 508 F.3d 106, 111-12 (2d Cir. 2007).
In considering legal sufficiency, a court must accept as true all well-pled facts in the complaint
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and draw all reasonable inferences in the pleader’s favor. See ATSI Commc’ns, Inc. v. Shaar Fund,
Ltd., 493 F.3d 87, 98 (2d Cir. 2007). 	This presumption, however, does not extend to legal
conclusions. 	See Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). 	Although a court’s review of a
motion to dismiss is generally limited to the facts presented in the pleadings, the court may
consider documents that are “integral” to the pleadings even if they are neither physically attached
to, nor incorporated by reference into, the pleadings. See Mangiafico v. Blumenthal, 471 F.3d 391,
398 (2d Cir. 2006) (quoting Chambers v. Time Warner, Inc., 282 F.3d 147, 152-53 (2d Cir. 2002)).
To survive a motion to dismiss, a party need only plead “a short and plain statement of the
claim,” Fed. R. Civ. P. 8(a)(2), with sufficient factual “heft to sho[w] that the pleader is entitled to
relief.” 	Bell Atl. Corp. v. Twombly, 550 U.S. 544, 557 (2007) (alteration in original) (internal
quotation marks omitted). Under this standard, a pleading’s “[f]actual allegations must be enough
to raise a right to relief above the speculative level,” id. at 555 (citation omitted), and present
claims that are “plausible on [their] face.” Id. at 570. “The plausibility standard is not akin to a
‘probability requirement,’ but it asks for more than a sheer possibility that a defendant has acted
unlawfully.” Iqbal, 556 U.S. at 678 (citation omitted). “Where a complaint pleads facts that are
‘merely consistent with’ a defendant’s liability, it ‘stops short of the line between possibility and
plausibility of ‘entitlement to relief.’” Id. (quoting Twombly, 550 U.S. at 557). Ultimately, “when
the allegations in a complaint, however true, could not raise a claim of entitlement to relief,”
Twombly, 550 U.S. at 558, or where a plaintiff has “not nudged [his or her] claims across the line
from conceivable to plausible, [the] complaint must be dismissed.” Id. at 570.
B. Leave to Amend
Rule 15(a) of the Federal Rules of Civil Procedure provides in relevant part: “a party may
amend its pleading once as a matter of course no later than 21 days after serving it.” Fed. R. Civ.
P. 15(a)(1)(A). 	After 21 days, “a party may amend its pleading only with the opposing party’s
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written consent or the court’s leave.” Fed. R. Civ. P. 15(a)(2). When a cross-motion for leave to
file an amended complaint is made in response to a motion to dismiss under Rule 12(b)(6), leave
to amend will be denied as futile only if the proposed new claim cannot withstand a 12(b)(6)
motion to dismiss for failure to state a claim, i.e., if it appears beyond doubt that the plaintiff can
plead no set of facts that would entitle him to relief. See Ricciuti v. N.Y.C. Transit Auth., 941 F.2d
119, 123 (2d Cir. 1991). When assessing futility, the court employs a standard comparable to that
utilized in assessing a motion to dismiss under Rule 12(b)(6). See Milanese v. Rust-Oleum Corp.,
244 F.3d 104, 110 (2d Cir. 2001) (observing that “leave to amend will be denied as futile only if
the proposed new claim cannot withstand a 12(b)(6) motion to dismiss”).
IV. 	DISCUSSION
Since the standards for analyzing both Defendants’ Motion and Plaintiff’s Cross-Motion
are largely the same, for the sake of efficiency, the Court will assess the plausibility of all of
Plaintiff’s claims as set forth in both the original Complaint and the Proposed Amended Complaint.
See Milanese, 244 F.3d at 110.
A. Defendants’ Motion to Dismiss
i. 	Trade Secret Misappropriation Claim
“The DTSA provides a private cause of action to the ‘owner of a trade secret that is
misappropriated.’” 	Charles Ramsey Co., Inc. v. Fabtech-NY LLC, No. 18-cv-546, 2020 WL
352614, at *11 (N.D.N.Y. Jan. 21, 2020) (quoting 18 U.S.C. § 1836(b)(1)). “To state a claim for
trade secret misappropriation under the DTSA, ‘a plaintiff must plausibly allege that (1) it
possessed a trade secret, and (2) the defendant misappropriated the trade secret.’” 	TRB
Acquisitions LLC v. Yedid, No. 20-cv-552, 2021 WL 293122, at *2 (S.D.N.Y. Jan. 28, 2021)
(quoting Democratic Nat’l Comm. v. Russian Fed’n, 392 F. Supp. 3d 410, 447 (S.D.N.Y. 2019)).
“Trade secrets,” as defined by the DTSA, include all forms and types of financial, business,
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scientific, economic, or engineering information that (i) “the owner has taken reasonable measures
to keep secret” and (ii) “derives independent economic value . . . from not being generally known
to, and not being readily ascertainable through proper means by, another person who can obtain
economic value from the disclosure or use of the information.” Id. (quoting 18 U.S.C. § 1839(3)).
To survive a motion to dismiss, Plaintiff must “‘plead factual content that allows the Court
to draw the reasonable inference’ that [Plaintiff] possessed a trade secret.” Id. (quoting Iqbal, 556
U.S. at 678) (internal brackets omitted). While there is no heightened pleading requirement for
actions brought under the DTSA, see Tesla Wall Sys., LLC v. Related Cos., L.P., No. 17-cv-5966,
2017 WL 6507110, at *10 (S.D.N.Y. Dec. 18, 2017) (citation omitted), as a threshold matter, a
claimant “bears the burden of identifying a purported trade secret with sufficient specificity.”
Syntel Sterling Best Shores Mauritius Ltd. v. The TriZetto Grp., Inc., 68 F.4th 792, 800-01 (2d Cir.
2023) (citations omitted). The pleading standard “requires that the complaint allege facts sufficient
to identify the information for which protection is claimed and sufficient information about its
nature, value, and measures taken to safeguard it to support an inference that the information
qualifies as a trade secret.” Intrepid Fin. Partners, LLC v. Fernandez, No. 20-cv-9779, 2020 WL
7774478, at *4 (S.D.N.Y. Dec. 30, 2020) (citation omitted). “Alleging the existence of general
categories of confidential information, without providing any details to generally define the trade
secrets at issue, does not give rise to a plausible allegation of a trade secret’s existence.” Sapir v.
Rosen, No. 20-cv-6191, 2021 WL 4482277, at *5 (S.D.N.Y. Sept. 30, 2021) (quoting Elsevier Inc.
v. Dr. Evidence, LLC, No. 17-cv-5540, 2018 WL 557906, at *6 (S.D.N.Y. Jan. 23, 2018)).
Describing the alleged trade secret with adequate specificity informs the defendant of what it
allegedly misappropriated and enables a factfinder to “determine whether certain information is,
in fact, a trade secret.” 	Syntel, 68 F.4th at 801 (citations omitted); see also id. at *7 (“This
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requirement exists both so that defendants are put on notice of what items they allegedly
misappropriated and so that a court can ascertain the protectability of the information at issue.”).
“Such information is necessary to distinguish trade secrets from merely confidential business
information.” 	Rodney v. United Masters, No. 21-cv-5872, 2023 WL 2184865, at *3 (E.D.N.Y.
Feb. 10, 2023).
Defendants contend that Plaintiff has failed to identify any purported trade secret with
sufficient specificity. Dkt. No. 43-1 at 11-14. While courts in the Second Circuit do not expressly
require the identification of trade secrets with any particular degree of specificity, vague and
indefinite descriptions of information cannot be protected as trade secrets. See Big Vision Private
Ltd. v. E.I. DuPont De Nemours & Co., 1 F. Supp. 3d 224, 258-59 (S.D.N.Y. 2014); see also
Intrepid, 2020 WL 7774478, at *4 (concluding that “general and vague references to methods,
processes, interpretation, programs, and data configuration protocols do not plausibly support the
existence of a trade secret without supportive facts explaining, for example, how such strategies,
techniques or models function”) (citation omitted). 	Plaintiff describes its “plan to improve the
polymer brush technology” that it believes to be a trade secret as:
its market insight relating to [i] increased use of a wider range of photoresist and
substrate materials in semiconductor manufacturing, [ii] increased demand for
pitch-splitting processes compatible with a wider range of photoresist and substrate
materials, and [iii] new approaches to utilizing polymer brush technology which
address high instances of defectivity—such as poor pattern transfer and imprecise
pitch splitting—and enable refinement of existing microscopic features.
Dkt. No. 53-3 at ¶ 82. “[S]uch overarching descriptions do not constitute ‘specific allegations as
to the information owned and its value.’” 	Rodney, 2023 WL 2184865, at *4 (quoting Elsevier,
2018 WL 557906, at *4 (dismissing DTSA claim where plaintiff “[a]lleg[ed] the existence of
general categories of confidential information, without providing any details to generally define
the trade secrets at issue” (internal quotation marks and citation omitted))).
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The Court concludes that Plaintiff fails to plausibly allege a trade secret. While Plaintiff
may have a plan to improve polymer brush technology, Plaintiff fails to articulate the nature of the
proposed improvements to the technology or any process or technique to develop or execute its
plan to improve the technology with sufficient specificity to enable the Court to assess the
protectability of this information and put Defendants on notice of the claim. See Big Vision, 1 F.
Supp. 3d at 265-66, 265 n.50.1
Plaintiff’s Proposed Amended Complaint describes nothing more than a general plan to
improve the polymer brush technology. 	See, e.g., TRB Acquisitions, 2021 WL 293122, at *2
(holding that plaintiff’s description of its trade secret as a “core brand and marketing plan strategy
which include[ed] plans to create and discontinue licensed product lines, and strategies and plans
for competing in certain trade channels, product categories and markets, including which types of
consumers to target, which retail and other channels to enter and at which price points, and
ultimately which licensees to partner with” were “far too general to state a DTSA claim” (internal
quotation marks and citation omitted)); see also Rodney, 2023 WL 2184865, at *1, 4 (finding that
plaintiff’s “overarching descriptions” of a “plan” as the creation of a “community for music
creators and professionals, with support material, development, and a distribution pipeline” were
not specific enough to constitute a trade secret). Plaintiff’s Proposed Amended Complaint fails to
articulate the particulars of the process to improve polymer brush technology that it alleges that it
is “uniquely situated to employ.” Dkt. No. 53-3 at ¶ 20; see also Elsevier, 2018 WL 557906, at
1 Plaintiff concedes that it does not assert a trade secret based on the lapsed patent application
referenced in the Complaint, see Dkt. No. 46 at 5 n.1, clarifying in its Proposed Amended
Complaint that the original patent application filed by Defendant Hustad related to the basic
chemistry of using polymer brushes in pitch-splitting and does not contain the trade secrets at issue
in this litigation. Dkt. No. 53-3 at ¶ 26.
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*6 (dismissing DTSA claim where plaintiff failed to “elucidate how th[e] methods, processes, and
interpretations” alleged to be trade secrets “function” (internal quotation marks omitted)).
Furthermore, Plaintiff’s reliance on the Third Circuit’s decision in Oakwood Labs and the
Southern District’s decision in Medtech Products is misplaced. 	In Oakwood Labs, the plaintiff
alleged detailed descriptions with the requisite specificity to enable the Court to identify the
contours of its trade secret: “information laying out its design, research and development, test
methods and results, manufacturing processes, quality assurance, marketing strategies, and
regulatory compliance related to its development of a microsphere system for drug delivery,
including peptide-based drugs.” 	Oakwood Lab’ys LLC v. Thanoo, 999 F.3d 892, 907 (3d Cir.
2021). 	Moreover, “[m]uch of that information was contained in . . . a 27-page memorandum
explaining the leuprolide products involved in the Microsphere Project,” and included, among
other things, “the specific ingredients of the formula used to develop the Leuprolide Products,
Oakwood’s strategic plan to obtain regulatory approval of the Leuprolide Products, the results of
its clinical trials of the Leuprolide Products and alterations Oakwood made to the formula
following its analysis of the clinical trial results.” 	Id. at 897 (internal brackets, ellipses, and
quotation marks omitted). 	Likewise, in Medtech Products, the plaintiff alleged “manufacturing
cost details, drawings, test data, and other information about the design and manufacturing process
for its dental protectors,” which the Court found was specific enough to identify the existence of
trade secrets. Medtech Products Inc. v. Ranir, LLC, 596 F. Supp. 2d 778, 789 (S.D.N.Y. 2008).
The instant case is dissimilar. 	Unlike in Oakwood and Medtech Products, Plaintiff in this case
fails to identify “a single document, piece of data, or technology” that describes its plan to improve
polymer brush technology, Dkt. No. 43-1 at 13, and Plaintiff admitted to this Court that it did not
reduce its purported plan to writing. See Dkt. No. 42 at 40:11-17; cf. Zabit v. Brandometry, LLC,
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540 F. Supp. 3d 412, 423 (S.D.N.Y. 2021) (finding that plaintiffs had sufficiently alleged a trade
secret because they “tie[d] the broad categories of information to the specific algorithm(s)
underlying” their stock market index).
Accordingly, the Court finds that the Proposed Amended Complaint fails to satisfy this
first element.
* * *
For the above reasons, the Court finds that Plaintiff’s allegations are insufficient to
plausibly allege a trade secret.2 Accordingly, the Court finds that Plaintiff has failed to establish
the threshold requirement for a DTSA claim against Defendant, and thus, Plaintiff’s DTSA claim
is dismissed without prejudice.
ii. 	State Law Claims
In addition to its DTSA claim, Plaintiff’s Proposed Amended Complaint asserts state law
claims for breach of contract and breach of fiduciary duty under New York law, and
misappropriation of trade secrets under Minnesota law. Defendants request that the Court decline
to exercise supplemental jurisdiction over Plaintiff’s state law claims pursuant to 28 U.S.C. §
1367(c)(3). 	Dkt. No. 43-1 at 18. 	Even where state law claims form part of the “same case or
controversy,” courts can decline to exercise supplemental jurisdiction over the claims pursuant to
section 1367(c), if, among other reasons, the state law claims “substantially predominat[e] over
the claim . . . over which the district court has original jurisdiction [or] the district court has
dismissed all claims over which it has original jurisdiction.” 	28 U.S.C. § 1367(c); see also
Shahriar v. Smith & Wollensky Rest. Grp. Inc., 659 F.3d 234, 245 (2d Cir. 2011). 	The Second
Circuit has also indicated that, as a general rule, district courts “should decline the exercise of
2 Given that the Court dismisses the DTSA claim on this ground, it does not reach the parties’
arguments concerning the sufficiency of Plaintiff’s allegations concerning misappropriation.
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supplemental jurisdiction when all federal claims have been dismissed at the pleading stage.”
Denney v. Deutsche Bank AG, 443 F.3d 253, 266 (2d Cir. 2006) (citation omitted). 	Here,
Plaintiff’s federal and state claims form part of the same case or controversy, as they all stem from
Defendant Hustad’s alleged misappropriation of “trade secrets” upon resigning from Geminatio,
and the Court has dismissed Plaintiff’s only federal claim.
However, before declining to exercise supplemental jurisdiction, “the Court must also
consider whether values of judicial economy, convenience, fairness, and comity would be
disserved by such a decision.” Principia Partners LLC v. Swap Fin. Grp., LLC, No. 18-cv-7998,
2019 WL 4688711, at *5 (S.D.N.Y. Sept. 26, 2019); see also Jones v. Ford Motor Credit Co., 358
F.3d 205, 214 (2d Cir. 2004). Here, Plaintiff contends that judicial economy weighs in favor of
exercising supplemental jurisdiction because the Court has issued multiple orders and is familiar
with the underlying facts and allegations. 	Dkt. No. 46 at 19. 	However, this case is in its early
stages and discovery has not yet begun, so any concerns about judicial economy, convenience, and
fairness are limited. See 24 Seven, LLC v. Martinez, No. 19-cv-7320, 2021 WL 276654, at *10
(S.D.N.Y. Jan. 26, 2021). Moreover, “[a]llowing Plaintiff to pursue its state law claims in state
court would ‘avoid needless decisions of state law by this Court, which also promotes the interests
of comity and justice.’” Principia Partners, 2019 WL 4688711, at *6 (quoting Moran v. Tryax
Realty Mgmt, Inc., No. 15-cv-8570, 2016 WL 3023326, at *4 (S.D.N.Y. May 23, 2016)).
Accordingly, the balance of factors counsels in favor of declining to exercise supplemental
jurisdiction. See, e.g., Zabit, 540 F. Supp. 3d at 428 (declining to exercise jurisdiction over state
law claims when plaintiff failed to plead a “trade secret” under the DTSA); Negative, Inc. v.
McNamara, 770 F. Supp. 3d 472, 482 (E.D.N.Y. 2025) (same); TRB Acquisitions, 2021 WL
293122, at *2 (same).
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For these reasons, the Court declines to exercise supplemental jurisdiction over Plaintiff’s
state law claims and dismisses those claims without prejudice to re-filing in state court.3
B. Plaintiff’s Cross-Motion for Leave to Amend
Having now assessed the plausibility of all claims pled in Plaintiff’s Complaint and
Proposed Amended Complaint, the Court addresses whether Plaintiff’s request for leave to amend
the Complaint would be futile. 	A proposed amendment is considered futile “if the proposed
amended complaint would be subject to ‘immediate dismissal’ for failure to state a claim or on
some other ground.” Brill v. Ulster Cnty., 799 F. Supp. 3d 73, 88 (N.D.N.Y. 2025) (quoting Jones
v. New York State Div. of Mil. & Naval Affs., 166 F.3d 45, 55 (2d Cir. 1999)). “[I]f a claim contained
in a proposed amended complaint would be vulnerable in the face of a Rule 12(b)(6) motion, then
permitting amendment would be an act of futility that should not be sanctioned.” Castro v. Heath,
No. 12-cv-1250, 2013 WL 5354241, at *13 (N.D.N.Y. Sept. 23, 2013) (citation omitted). Stated
differently, “[w]here it appears that granting leave to amend is unlikely to be productive . . . it is
not an abuse of discretion to deny leave to amend.” Ruffolo v. Oppenheimer & Co., 987 F.2d 129,
131 (2d Cir. 1993) (collecting cases).
As set forth above, Plaintiff’s Proposed Amended Complaint does not cure the pleading
deficiencies with respect to the DTSA claim. 	Accordingly, the Proposed Amended Complaint
3 On July 8, 2025, Defendants requested oral argument on the Motion and Cross-Motion. Dkt. No.
55. Plaintiff responded on July 14, 2025, requesting that oral argument be conducted remotely, if
the Court granted the request for oral argument, or, in the alternative, leave to reply to Defendants’
opposition to the Cross-Motion if oral argument is not granted. 	Dkt. No. 56. The Court, in its
discretion, denies Defendants’ request for oral argument as well as Plaintiff’s request for leave to
reply because it finds that neither is necessary to rule on the pending motions. See Palladino v.
JPMorgan Chase & Co., No. 23-cv-1215, 2025 WL 1371786, at *4 n.5 (E.D.N.Y. May 12, 2025)
(collecting cases).
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cannot survive a motion to dismiss. For these reasons, the Court denies Plaintiff’s Cross-Motion
for leave to amend as futile.
V. 	CONCLUSION
Accordingly, the Court hereby
ORDERS that Defendants’ motion to dismiss, Dkt. No. 43, is GRANTED; and the Court
further
ORDERS that Plaintiff’s cross-motion to amend, Dkt. No. 53, is DENIED; and the Court
further
ORDERS that Defendants’ request for oral argument, Dkt. No. 55, is DENIED; and the
Court further
ORDERS that Plaintiff’s request for leave to reply to Defendants’ opposition to the Cross-
Motion, Dkt. No. 56, is DENIED; and the Court further
ORDERS that the Clerk serve a copy of this Memorandum-Decision and Order on the
Parties in accordance with the Local Rules.
IT IS SO ORDERED.
Dated: January 26, 2026
Albany, New York
Case 1:25-cv-00361-AMN-TWD Document 57 Filed 01/26/26 Page 16 of 16