AM. CIRCUITS, INC. v. BAYATRONICS, LLC, 2023 NCBC 84

STATE OF NORTH CAROLINA
MECKLENBURG COUNTY
IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
22 CVS 2915
AMERICAN CIRCUITS, INC.,
Plaintiff,
v.
BAYATRONICS, LLC; JAYESH G.
PATEL; DIRK A. WARRINER;
KISHOR KOLADIA; DAHYALAL
GAJERA; ASHWIN J. SANGANI;
and SAMIR PATEL,
Defendants.
ORDER AND OPINION ON
DEFENDANTS BAYATRONICS, LLC,
DIRK A. WARRINER, KISHOR
KOLADIA, DAHYALAL GAJERA,
ASHWIN J. SANGANI, AND SAMIR
PATEL’S MOTION FOR SUMMARY
JUDGMENT1
[Public]
1. 	THIS 	MATTER 	is 	before 	the 	Court 	on 	the 	31 	May 	2023 	filing 	of
Defendants Bayatronics, LLC (“Bayatronics”), Dirk A. Warriner (“Mr. Warriner”),
Kishor Koladia (“Mr. Koladia”), Dahyalal Gajera (“Mr. Gajera”), Ashwin J. Sangani
(“Mr. Sangani”), and Samir Patel’s (“Mr. Patel,” and all together, “Bayatronics
Defendants”, and with Jayesh Patel, “Defendants”) Motion for Summary Judgment
(the “Motion”). 	(ECF No. 101 [“Mot.”].) 	Pursuant to Rule 56 of the North Carolina
Rules of Civil Procedure (the “Rule(s)”), Bayatronics Defendants seek entry of
judgment in their favor on all claims brought against them by Plaintiff American
Circuits, Inc. (“ACI”).
1 Recognizing that this Order and Opinion cites to and discusses the subject matter of
documents that the Court has allowed to remain under seal in this action, and out of an
abundance of caution, the Court filed this Order and Opinion under seal on 29 November
2023. (See ECF No. 115.) On 8 December 2023, the parties notified the Court that all parties
conferred and agreed that there is no material in this Order and Opinion that requires
sealing. Accordingly, the Court now files this public version of the Order and Opinion. and
will promptly unseal the previously filed version, (ECF No. 115.)
Am. Circuits, Inc. v. Bayatronics, LLC, 2023 NCBC 84.

2. 	For the reasons set forth herein, the Court GRANTS in part and DENIES
in part the Motion.
Lord Law Firm, PLLC, by Harrison A. Lord and Kevin Sweat, for
Plaintiff American Circuits, Inc.
Robinson Elliott & Smith, by Dorothy M. Gooding and William C.
Robinson, for Defendants Bayatronics, LLC, Dirk A. Warriner, Kishor
Koladia, Dahyalal Gajera, Ashwin J. Sangani, and Samir Patel.
Robinson, Judge.
I. 	INTRODUCTION
3. 	This dispute arises 	out of Defendant Jayesh Patel’s (“Jayesh Patel”)
resignation from ACI,2 and his alleged access to, and downloading and transmitting
of, ACI’s confidential and/or trade secret information to the Bayatronics Defendants.
ACI contends that the Bayatronics Defendants conspired to, and did, use the
confidential information and alleged trade secrets to gain a competitive advantage
over it.
4. 	The 	issue 	now 	before 	the 	Court 	is 	whether 	summary 	judgment 	is
appropriately granted in the Bayatronics Defendants’ favor as to all five claims raised
by ACI against them.
II. 	FACTUAL BACKGROUND
5. 	The Court does not make findings of fact when ruling on a motion for
summary judgment. 	“[T]o provide context for its ruling, the court may state either
those facts that it believes are not in material dispute or those facts on which a
material dispute forecloses summary adjudication.” Ehmann v. Medflow, Inc., 2017
2 Jayesh Patel did not join in the Motion or file a separate motion for summary judgment.

NCBC LEXIS 88, at *6 (N.C. Super. Ct. Sept. 26, 2017); see also Hyde Ins. Agency,
Inc. v. Dixie Leasing Corp., 26 N.C. App. 138, 142 (1975) (encouraging the trial court
to articulate a summary of the relevant evidence of record to provide context for the
claims and motion(s)).
A. 	The Parties
6. 	ACI is a North Carolina corporation that provides electronics products,
parts, and engineering services, and specifically manufactures over 250 types of
circuit boards. 	(First Am. Verified Compl. ¶¶ 1, 15, 17, ECF No. 19 [“Verified
Compl.”].)3
7. 	Bayatronics is a North Carolina limited liability company that produces
and assembles circuit boards. (Verified Compl. ¶¶ 2, 43.)
8. 	Jayesh Patel is a resident of Mecklenburg County, a former employee of
ACI, and a founding member of Bayatronics. (Verified Compl. ¶¶ 3, 9.)
9. 	Mr. Warriner and Mr. Patel are founding members of Bayatronics and are
North Carolina residents. (Verified Compl. ¶¶ 4, 8, 9.)
10. 	Mr. Koladia and Mr. Gajera are also founding members of Bayatronics and
are Texas residents. (Verified Compl. ¶¶ 5, 6, 9.)
11. 	Mr. Sangani is also a founding member of Bayatronics and is a resident of
Indiana. (Verified Compl. ¶¶ 7, 9.)
3 Although a “trial court may not consider an unverified pleading when ruling on a motion
for 	summary 	judgment,” verified complaints 	may 	be 	treated 	as 	affidavits 	for 	that
purpose. Rankin v. Food Lion, 210 N.C. App. 213, 220 (2011) (citation omitted).

B. 	Jayesh Patel’s Employment at ACI
12. 	Jayesh Patel began working for ACI in 2016 as its Operations Manager,
where he led a production and manufacturing team consisting of twenty producers,
in connection with overseeing the inventory of materials to produce circuit boards.
(Verified Compl. ¶ 28.) 	As ACI’s Operations Manager, Jayesh Patel was allowed
high-level access to the company’s database server. 	(Bookmarked Dep. Excerpts at
Ketul Gondha 159:12–20, ECF No. 103.9 [“K. Gondha Dep.”].)4 The database server
housed 	ACI’s 	company 	records 	involving 	sales 	opportunities, 	key 	customer
information, inventory, production data and equipment maintenance procedures,
historical job data, and ACI’s future business plans. (Verified Compl. ¶ 30.)
13. 	To 	ensure 	protection 	of 	its 	potentially 	confidential 	information, 	ACI
requested Jayesh Patel sign two documents when he accepted the role of Operations
Manager: (1) a written offer of employment, (Verified Compl. Ex. A [“Offer Ltr.”]), and
(2) 	a 	Noncompetition, 	Nonsolicitation 	and 	Confidentiality 	Agreement 	(the
“Confidentiality Agreement”), (Verified Compl. Ex. B [“Confidentiality Agt.”]).
14. 	The Confidentiality Agreement provided that Jayesh Patel would protect
ACI’s confidential, proprietary, and trade secret information, including:
information about the Company’s Business, its products, services, data,
documentation, 	sales, 	vendors, 	suppliers, 	financial 	and 	business
operations, 	business 	methods 	and 	processes, 	capabilities 	and
weaknesses, 	its 	pricing, 	strategic 	and 	marketing 	plans, 	accounts,
customer lists, data and information provided by customers or business
4 Rather than filing the deposition transcripts in their entirety, the parties have filed excerpts
of deposition transcripts. For ease of citation, the Court cites to deposition excerpts located
at ECF No. 103.9 as follows: ([First Name initial, Last Name] Dep. [ ]–[ ]), but cites to the
deposition testimony excluded from ECF No. 103.9 as follows: ([Last Name] Dep. [ ]–[ ], ECF
No. [ ].)

partners (including personally identifiable information), the Company’s
dealings and relationships with its prospective and actual customers
and its employees (employee data), processes, methods, work-product
and all other information not generally known or readily ascertainable
that has commercial value to the Company and that gives the Company
an advantage over competition.
(Confidentiality Agt. ¶ 3(a).)
15. 	The Confidentiality Agreement further provides that Jayesh Patel would
“use the Confidential Information only for performance of [his] role with and
obligations owed to [ACI],” and would “not disclose, transfer, duplicate, or reproduce
the Confidential Information in any form . . . .” (Confidentiality Agt. ¶ 3(c).)
C. 	Jayesh Patel Leaves ACI for Bayatronics
16. 	Prior to his employment with ACI, Jayesh Patel worked at electronic
manufacturing company Solectron with Mr. Warriner, Mr. Patel5, and Mr. Sangani,
where Mr. Warriner, Jayesh Patel, and Mr. Patel worked on the assembly line and
Mr. Sangani worked as a repair technician. 	(D. Warriner Dep. 15:6–8, 27:25–28:5;
A. Sangani Dep. 11:11–13; S. Patel Dep. 37:18–38:2; J. Patel Dep. 71:11–17, 76:2–
79:3.)
17. 	Mr. Warriner and Mr. Sangani remained in touch following the conclusion
of their employment at Solectron, and later discussed starting a business together.
(D. Warriner Dep. 28:19–29:7.) 	Mr. Sangani knew of Mr. Gajera and Mr. Koladia’s
interest in investing in an electronics manufacturing business. 	(D. Warriner Dep.
30:22–31:2, 31:10–18; A. Sangani Dep. 13:5–24.)
5 Jayesh Patel and Samir Patel share no relation.

18. 	In August 2020, Mr. Sangani, Mr. Warriner, and Jayesh Patel began
emailing to discuss whether Jayesh Patel would be able to provide a list of potential
customers. (August 2020 Email Chain, ECF No. 110.7 [“Aug. 2020 Emails”].) After
Mr. Warriner and Mr. Sangani discovered that Jayesh Patel and Mr. Patel were
attempting to start their own electronic manufacturing business, Mr. Warriner and
Mr. Sangani pitched the idea of the four going into business together. 	(A. Sangani
Dep. 12:6–19.)
19. 	In November 2020, Defendants met in San Antonio, Texas to discuss
forming Bayatronics, where they discussed each person’s role and prior professional
experience. (A. Sangani Dep. 13:14–18; D. Gajera Dep. 28:23–29:9; D. Warriner Dep.
33:4–9; J. Patel Dep. 68:24–69:5; S. Patel Dep. 25:12–24; K. Koladia Dep. 31:12–23,
36:15–21, ECF No. 110.8 (stating that their experience was a compelling factor for
Mr. Koladia and Mr. Gajera’s investment in Bayatronics).) 	At this meeting, Jayesh
Patel was asked if he signed a non-compete while employed at ACI, to which he
responded that he did not. (D. Warriner Dep. 33:10–14.) Mr. Warriner later testified
that, based on industry standards, he expected Jayesh Patel to be subject to a
nondisclosure agreement. (D. Warriner Dep. 110:4–11.)
20. 	Defendants filed Bayatronics’s Articles of Organization on 13 January
2021, (see Verified Compl. Ex. C [“Arts. Org.”]) and signed the Bayatronics Operating
Agreement between late October through early November 2021, thereby making the
individual defendants members of Bayatronics, (see Index Br. Supp. Ex. 1, ECF
No. 103.1 [“Opt. Agt.”]). Jayesh Patel was still working for ACI at this time. (Verified

Compl. ¶¶ 44, 50; see Opt. Agt. at PATEL 02220.) 	Throughout 2021, Defendants
internally circulated business plans, draft agreements, loan documents, real estate
options, and financial projections. (Verified Compl. ¶ 49.)
21. 	In 2021, in an effort to obtain financing, the members of Bayatronics
drafted a business plan (the “Business Plan”), as required by its bank. (Br. Supp. 6
n.3; see generally Index Br. Opp. Ex. 1.1, ECF No. 110.2 [“Business Plan”].) 	The
Business Plan includes a list of Bayatronics’s competitors, which includes ACI, and
states that Bayatronics’s competitive advantages are making “high-quality electronic
components at a fair and reasonable price” and providing “repair services with fast
turnaround times.” 	(Business Plan at PATEL 02640.) 	The Business Plan also
includes Jayesh Patel’s resume, which lists ACI as his current employer, (Business
Plan at PATEL 02658), and a chart that lists the initials of customers and their
potential 	revenue 	projections, 	(Business 	Plan 	at 	PATEL 	02679; 	D. 	Warriner
Dep. 134:4–18, ECF No. 111.1).
22. 	On 11 January 2022, Jayesh Patel notified ACI that he was resigning from
the company effective 25 January 2022, and that he would be joining former
colleagues in a new business venture. (Verified Compl. ¶¶ 62–63.)
23. 	ACI’s Chief Executive Officer, Ketul V. Gondha (“Mr. Gondha”), confronted
Jayesh Patel after discovering that the new business venture, Bayatronics, was a
direct competitor of ACI. (Verified Compl. ¶ 67.) Mr. Gondha informed Jayesh Patel
that he was in direct violation of his Confidentiality Agreement. 	Jayesh Patel

responded by denying having signed an agreement as claimed by Gondha.6 (Verified
Compl. ¶ 69.)
D. 	ACI Documents Transferred via Two USB Devices
24. 	After discovering that Jayesh Patel was working for a direct competitor,
ACI 	began 	investigating 	whether 	Jayesh 	Patel 	violated 	any 	terms 	of 	the
Confidentiality Agreement. 	(Verified Compl. ¶ 87.) 	ACI hired Clark C. Walton
(“Mr. Walton”) of Reliance Forensics, LLC to conduct a digital forensic analysis of
Jayesh Patel’s ACI computer, and to summarize his findings in a report (the “Walton
Report”). 	(Verified Compl. ¶ 88; see Digital Forensic Expert Report of Clark C.
Walton, Esq., ECF No. 110.12 [“Walton Report”].)
25. 	Mr. Walton determined that Jayesh Patel accessed several files on ACI’s
servers on several dates between 1 December 2021 and 28 January 2022, including
ACI_Quality_Manual-Rev.K.pdf., 	Process 	Flow 	documents, 	SMT 	Logs,
Company_Name_Alternatives.xlsx, Quotes_Orders.doc, and PCBC_2019_Attendees
_Opt_In_List_Max_Edit.xlsx. 	(Verified Compl. ¶¶ 93, 97; Aff. Anatoly Streletsky
¶¶ 9, 12(b), ECF No. 4 [“Streletsky Aff.”].)7 	In addition to those documents, Mr.
Walton determined that, on 7 September 2021, Jayesh Patel accessed ten of ACI’s
vendor nondisclosure agreements (“NDAs”). 	(Verified Compl. ¶ 98; Streletsky Aff.
¶ 12(a).) 	Further, it 	appears 	that Jayesh 	Patel accessed the 	following broad
6 Jayesh Patel maintains that he did not sign the Confidentiality Agreement. (Aff. Jayesh
Patel ¶ 10, ECF No. 40 [“Patel Aff.”].)
7 Anatoly Streletsky is ACI’s Assistant Vice President of Operations and Information
Technology Manager. (Streletsky Aff. ¶ 2.)

categories of files just before his departure on 28 January 2022: machine maintenance
procedures; job notes; project lists; inventory files; and historic employee activity.
(Verified Compl. ¶ 96; Streletsky Aff. ¶ 11.)
26. 	In his forensic analysis, Mr. Walton used the forensic tool EnCase to obtain
the USB device history of Jayesh Patel’s ACI computer. (Aff. Clark Walton ¶ 10, ECF
No. 5 [“Walton Aff.”].) The Walton Report provides that three different USB devices
were plugged into Jayesh Patel’s ACI computer on 26–27 January 2022. (Walton Aff.
¶ 12(b).) Further, the Walton Report provides that Jayesh Patel transferred ACI files
from his computer onto two USB devices on 28 January 2022 prior to his departure.
(Walton Report ¶ 28(a).)
27. 	Following the initiation of this action, Mr. Walton conducted a similar
digital forensic analysis on Mr. Warriner’s personal laptop. 	(Walton Report ¶ 16.)
Mr. Walton found that, of the two USB devices Jayesh Patel used, one was plugged
into Mr. Warriner’s personal laptop on at least five different occasions between
November 2021 and January 2022, and the other was plugged in at least once in
January 2022. (Walton Report ¶ 18(f).)
28. 	Mr. Walton used the forensic method of “hashing,” which generates a
unique identifier for every file on a device.8 (Walton Report ¶ 21.) Once the files on
Jayesh Patel’s USB devices were given a “hash” value, Mr. Walton ran a report to
compare those documents with the documents found on Mr. Warriner’s computer.
8 The Walton Report explains that if two electronic files have the same “hash” value, they are
generally identical files. (Walton Report ¶ 21.)

(Walton Report ¶ 22.) Mr. Walton determined that over ninety files on Jayesh Patel’s
USB devices were “exact matches” to those found on Mr. Warriner’s computer.
(Walton Report ¶ 23.) Additionally, it was later discovered that, prior to submitting
the computer for forensic analysis, Mr. Warriner deleted two folders from his
computer that contained ACI files. (D. Warriner Dep. 51:2–9.)
29. 	Defendants 	hired 	forensic 	expert 	John 	Akerman 	(“Mr. Akerman”) 	to
evaluate 	whether 	any 	of 	the 	ACI 	data 	described 	by 	Mr. Walton 	existed 	on
Bayatronics’s server. 	(Report & Aff. John W. Akerman, ECF No. 103.6 [“Akerman
Report”].) 	Mr. Akerman utilized several forensic methods, including: (1) reviewing
the “Author” on all files; (2) running searches of key terms, such as American, Circuit,
Sok,9 Ketul, Gondha, and Streletsky; and (3) conducting a hash comparison, like that
conducted 	by 	Mr. Walton. 	(Akerman 	Report 	¶ 9.) 	Mr. Akerman 	ultimately
determined that three documents on Bayatronics’s server shared a hash value with
the 	documents 	found 	on 	Jayesh 	Patel’s 	USB 	devices:
(1) Paste_NC258_6337_AIM.pdf; (2) Paste_RoHS_NC_258_SACE305_AIM.pdf; and
(3) Customer_List_Flex.xlsx. (Akerman Report ¶¶ 10(a)–(c).)
III. 	PROCEDURAL BACKGROUND
30. 	The Court sets forth herein only those portions of the procedural history
relevant to its determination of the Motion.
31. 	This action was initiated on 22 February 2022 on the filing of ACI’s Verified
Complaint. 	On 15 March 2022, ACI filed its First Amended Motion for Injunctive
9 Peter Sok was ACI’s Inventory Manager during the relevant period. (Verified Compl. ¶ 47.)

Relief and Verified Complaint (“Verified Complaint”), thereby adding the Bayatronics
Defendants to this suit. (See generally Verified Compl.)
32. 	ACI alleges five claims for relief against the Bayatronics Defendants in the
Verified Complaint: (1) misappropriation of trade secrets, (Verified Compl. ¶¶ 137–
50); (2) unfair and deceptive trade practices under the Unfair and Deceptive Trade
Practices Act, (Verified Compl. ¶¶ 151–56); (3) civil conspiracy, (Verified Compl.
¶¶ 157–61); (4) unjust enrichment, (Verified Compl. ¶¶ 162–65); and (5) punitive
damages, (Verified Compl. ¶¶ 166–68).
33. 	On 15 April 2022, the Bayatronics Defendants filed their Answer to the
Verified Complaint. (ECF No. 49.)
34. 	All discovery was completed on 1 May 2023. (See ECF No. 90.)
35. 	On 31 May 2023, the Bayatronics Defendants filed the Motion. Following
full briefing on the Motion, the Court held a hearing on the Motion on 22 August 2023
(the “Hearing”) at which all parties were represented through counsel. 	(See ECF
No. 114.)
36. 	The Motion is ripe for resolution.
IV. 	LEGAL STANDARD
37. 	Summary judgment is appropriate “if the pleadings, depositions, answers
to interrogatories, and admissions on file, together with the affidavits, if any, show
that there is no genuine issue as to any material fact and that any party is entitled
to a judgment as a matter of law.” N.C.G.S. § 1A-1, Rule 56(c). “A ‘genuine issue’ is

one that can be maintained by substantial evidence.” Dobson v. Harris, 352 N.C. 77,
83 (2000).
38. 	The moving party bears the burden of showing that there is no genuine
issue of material fact and that the movant is entitled to judgment as a matter of law.
Hensley v. Nat’l Freight Transp., Inc., 193 N.C. App. 561, 563 (2008). 	The movant
may make the required showing by proving that “an essential element of the opposing
party’s claim does not exist, cannot be proven at trial, or would be barred by an
affirmative defense, or by showing through discovery that the opposing party cannot
produce evidence to support an essential element of her claim.” Dobson, 352 N.C. at
83 (citations omitted).
39. 	“Once the party seeking summary judgment makes the required showing,
the 	burden 	shifts 	to 	the 	nonmoving 	party 	to 	produce 	a 	forecast 	of 	evidence
demonstrating specific facts, as opposed to allegations, showing that he can at least
establish a prima facie case at trial.” Gaunt v. Pittaway, 139 N.C. App. 778, 784−85
(2000). 	The Court must view the evidence in the light most favorable to the
nonmovant. 	Dobson, 352 N.C. at 83. 	However, the nonmovant “may not rest upon
the mere allegations or denials of [its] pleading, but [its] response, by affidavits or as
otherwise provided in this rule, must set forth specific facts showing that there is a
genuine issue for trial. If [the nonmovant] does not so respond, summary judgment,
if 	appropriate, 	shall 	be 	entered 	against 	[the 	nonmovant].” 	N.C.G.S. 	§ 1A-1,
Rule 56(e).

V. 	ANALYSIS
40. 	The 	Bayatronics 	Defendants 	contend 	that 	summary 	judgment 	is
appropriate on all claims raised against them. 	As set forth above, ACI alleged five
claims for relief against the Bayatronics Defendants. 	The Court addresses each of
the five claims set forth in the Verified Complaint in turn. 	(See Verified Compl.
¶¶ 137–68.)
A. 	Misappropriation of Trade Secrets
41. 	ACI alleges that the Bayatronics Defendants misappropriated its trade
secrets in violation of the North Carolina Trade Secrets Protection Act, N.C.G.S. § 66-
152 et seq. (the “NCTSPA”). ACI alleges that Jayesh Patel accessed, downloaded, and
transferred ACI’s files to the Bayatronics Defendants, in violation of the NCTSPA, to
gain an advantage over, and directly compete with ACI. 	(Verified Compl. ¶¶ 141–
47.)
42. 	The 	Bayatronics 	Defendants 	now 	seek 	dismissal 	of 	ACI’s 	claim 	for
misappropriation of trade secrets, contending that ACI has identified no protectable
trade secrets and that, even if it does, ACI has not presented evidence of the
Bayatronics Defendants’ alleged misappropriation. 	(Br. Supp. Bayatronics Defs.’
Mot. 15, 19, 24, ECF No. 102 [“Br. Supp.”].)
43. 	“A 	threshold 	question 	in 	any 	action 	involving 	allegations 	of
misappropriation of trade secrets is whether the information in question constitutes
a trade secret under the [NCTSPA] . . . .” Koch Measurement Devices, Inc. v. Armke,

2015 NCBC LEXIS 45, at *10 (N.C. Super. Ct. May 1, 2015) (citing Combs & Assocs.
v. Kennedy, 147 N.C. App. 362, 369 (2001)).
44. 	Under the NCTSPA, a trade secret is defined as:
business or technical information, including but not limited to a formula,
pattern, 	program, 	device, 	compilation 	of 	information, 	method,
technique, or process that:
a. Derives independent actual or potential commercial value from not
being generally known or readily ascertainable through independent
development or reverse engineering by persons who can obtain economic
value from its disclosure or use; and
b. Is the subject of efforts that are reasonable under the circumstances
to maintain its secrecy.
N.C.G.S. § 66-152(3).
45. 	Our courts have identified six factors that should be considered when
determining whether information is a trade secret:
(1) the extent to which the information is known outside the business;
(2) the extent to which it is known to employees and others involved in
the business; (3) the extent of measures taken to guard the secrecy of
the information; (4) the value of [the] information to [the] business and
its competitors; (5) the amount of effort or money expended in developing
the information; and (6) the ease or difficulty with which the information
could properly be acquired or duplicated by others.
Combs, 147 N.C. App. at 369–70 (citations omitted).
46. 	“[A] plaintiff must identify a trade secret with sufficient particularity so as
to enable a defendant to delineate that which he is accused of misappropriating and
a court to determine whether misappropriation has or is threatened to occur.”
Krawiec v. Manly, 370 N.C. 602, 609 (2018) (citation omitted). 	A plaintiff may not
simply make “general allegations in sweeping and conclusory statements, without

specifically identifying the trade secrets allegedly misappropriated.” 	Washburn v.
Yadkin Valley Bank & Tr. Co., 190 N.C. App. 315, 327 (2008).
47. 	The Bayatronics Defendants contend that ACI has failed to identify which
documents it contends constitute trade secrets with sufficient particularity. 	(Br.
Supp. 15.) 	More specifically, the Bayatronics Defendants contend that it is an
“impossible task” to parse through the two USB drives at issue to determine which
documents ACI considers trade secrets. (Br. Supp. 18.)
48. 	There appear to be three distinct groups of alleged trade secrets: (1) the file
titled 	Customer_List_Flex.xlsx; 	(2) 	all 	other 	broadly 	defined 	categories 	of
information; 	and 	(3) the 	specifically 	identified 	files 	and 	documents
ACI_Quality_Manual-Rev.K.pdf, 	SMT 	Assembly 	Logs, 	Quotes_Orders.doc,
Company_Name_Alternatives.xlsx, 	specific 	Process 	Flow 	documents, 	and
PCBC_2019_Attendees_Opt_In_List_Max_Edit.xlsx 	(together, 	the 	“Specifically
Identified Trade Secrets”). The Court addresses these three groups in turn.
1. 	The Customer_List_Flex.xlsx File
49. 	First, the Bayatronics Defendants contend that the three files identified by
Mr. Akerman to be on both the USB devices and the Bayatronics server are not trade
secrets: 	(1) 	Customer_List_Flex.xlsx, 	(2) Paste_NC258_6337_AIM.pdf, 	and
(3) Paste_RoHS_NC_258_SACE305_AIM.pdf. 	(Index Ex. Reply, Ex. 8, 11, 12, ECF
Nos. 111.8, 111.11–.12.) The spreadsheet titled Customer_List_Flex.xlsx is the only
alleged trade secret that was filed with the Motion for the Court’s review.10
10 ACI represented to the Court at the hearing that the files Paste_NC258_6337_AIM.pdf and
Paste_RoHS_NC_258_SACE305_AIM.pdf do not contain trade secret information.

50. 	To survive summary judgment, a plaintiff “must allege facts that would
allow a reasonable finder of fact to conclude that the information [at issue] was not
‘generally known or readily ascertainable.’ ” 	Area Landscaping, L.L.C. v. Glaxo-
Wellcome, Inc., 160 N.C. App. 520, 525 (2003) (citation omitted).
51. 	The Bayatronics Defendants argue that the information contained in
Customer_List_Flex.xlsx is “openly available to the public” and that “anyone with
access to the internet” could ascertain the information therein. (Reply Supp. Mot. 7,
ECF No. 113 [“Reply”].) ACI disagrees, contending that this list was created by Peter
Sok while he was employed by ACI, (see supra note 9), and that it contains
information about ACI’s customers, prospective customers, and projected revenue for
such customers, (Pl.’s Br. Opp. Mot. 21, ECF No. 109 [“Br. Opp.”]; see Second Aff.
Anatoly Streletsky ¶ 6, ECF No. 108 [“Second Streletsky Aff.”]).
52. 	The Court, having reviewed the Customer_List_Flex.xlsx. file, determines
that the file arguably contains information that is or may qualify for protection under
the NCTSPA. 	The file contains a number of entities identified as customers. 	For
each entity listed, the document provides the customer’s name, address, and phone
number, as well as a description and photo of the customer’s product manufactured
by ACI, with a potential whole number revenue figure. (See ECF No. 111.8.)
53. 	While customer lists, when compiled with pricing and bidding formulas,
qualify as a trade secret under the NCTSPA, the Court’s prior decisions do not
consider a customer list “containing only information that is easily accessible through
a telephone book or other readily available sources to be a trade secret.” 	Bldg. Ctr.,

Inc. v. Carter Lumber of the North, Inc., 2017 NCBC LEXIS 85, at *19–20 (N.C. Super.
Ct. Sept. 21, 2017). 	The Court concludes that, for purposes of determination of
Defendants’ request for summary judgment, the record before the Court does not
definitively 	disclose 	that 	the 	qualitative 	information 	found 	within 	the
Customer_List_Flex.xlsx file can be acquired by searching each company online.
54. 	First, there is no showing how a competitor, without ACI’s information,
could readily determine what products ACI was manufacturing for each of its
customers. 	Further, the revenue figure presented in the file appears from the
evidence to be ACI’s opinion about possible sales to each of the listed entities. Based
on this evidence, the Court concludes that the Customer_List_Flex.xlsx can be a
protectable trade secret under the NCTSPA.
55. 	Therefore, there Court hereby DENIES in part the Motion as to ACI’s claim
for misappropriation of trade secrets as it relates to the Customer_List_Flex.xlsx file.
2. 	The Other Broadly Defined Categories of Information
56. 	ACI alleges that the
files containing Machine Maintenance Procedures, Job Notes, Project
Lists, Inventory Files, Historic Employee Activity . . . NDAs, [and] those
files (and any such similar files containing similar types of data)
identified as Exhibits A through E of the Affidavit of Mr. Streletsky, and
Exhibit B to the Affidavit of Mr. Walton
contain trade secret information protected under the NCTSPA. 	(Verified Compl.
¶ 102.) 	Within this extensive list, ACI has failed to identify any specific files that
might contain trade secret information.

57. 	For example, ACI makes the general assertion that the files listed in
“Exhibits A through E of the Affidavit of Mr. Streletsky” contain trade secrets that
the 	Bayatronics 	Defendants 	have 	misappropriated. 	(Verified 	Compl. 	¶ 102.)
However, those Exhibits contain hundreds of files, with names that range in
descriptiveness from “forklift_training.pdf” to “Book1.xlsx.” 	(Streletsky Aff. Exs.
A, C.) Without identifying the specific files and documents that purportedly contain
trade secret information, and the specific information within each document that
warrants protection under the NCTSPA, it is nearly impossible for the Bayatronics
Defendants to know which files contain trade secret information that they are
accused of misappropriating.
58. 	“[S]weeping and conclusory statements, without specifically identifying the
trade secrets allegedly misappropriated,” will not suffice. Washburn, 190 N.C. App.
at 327.
59. 	Therefore, the Court hereby GRANTS in part the Motion as to ACI’s claim
for misappropriation of trade secrets as it relates to the following broadly defined
categories of files containing information on: Machine Maintenance Procedures, Job
Notes, Project Lists, Inventory Files, Historic Employee Activity, Exhibits A through
E of Mr. Streletsky’s Affidavit, and Exhibit B to Mr. Walton’s Affidavit. 	This
explicitly excludes the Customer_List_Flex.xlsx file as discussed above, (see supra
Part V.A.1), and the Specifically Identified Trade Secrets addressed below (see infra
Part V.A.3).

3. 	Specifically Identified Files and Documents
60. 	As to the third category of documents, ACI has sufficiently identified the
Specifically Identified Trade Secrets that it contends are worthy of trade secret
protection. (Verified Compl. ¶¶ 93, 97.)
61. 	The Verified Complaint specifically provides the name of each file; detailed
information about the content of each file, including how it is utilized by ACI; how
ACI developed this information; and whether each file would be valuable to a
competitor. 	(Verified Compl. ¶ 97.) For example, Quote_Orders.doc is alleged to be
a 	“confidential 	file” 	that 	“lists 	[ACI’s] 	circuitry 	board 	suppliers, 	their 	contact
information, [and] guidance on which circuit boards to order from which suppliers.”
(Verified Compl. ¶ 97(a)(i).) ACI alleges that this list “took [it] years to develop” and
that it would be “of significant value to a competitive company.” 	(Verified Compl.
¶ 97(a)(i).)
62. 	Further, 	ACI 	specifically 	states 	that 	the 	files 	beginning 	with 	“SMT
Assembly Logs” followed by the relevant date, were developed by ACI, and contain
trade secrets. (Verified Compl. ¶ 93.) ACI claims that each of “[t]hese logs represent
a different week of performance on [its] robotic machines that maximize [its]
efficiency” and that they contain “certain details of the run or job for a particular
customer[,]” including information like the customer’s name, quantity, number of
components, number of feeders, number of producers, and amount of time to
manufacture. 	(Verified Compl. ¶ 93.) 	ACI affirms that if a competitor had this
information, the competing company could provide a more accurate quote to a

customer and better compete in terms of production and quality. 	(Verified Compl.
¶ 93.)
63. 	The Bayatronics Defendants raise no argument or rebuttal in the briefing
to negate these specific verified allegations relating to each file, leaving them
seemingly uncontested. 	The Bayatronics Defendants simply state that, as to this
category of information, there is “nothing remotely of value to any of [ACI]’s
competitors.” (Br. Supp. 20.)
64. 	No party has submitted the Specifically Identified Trade Secrets for the
Court’s review. Without access to each Specifically Identified Trade Secret, the Court
must rely on ACI’s allegations within the Verified Complaint and each party’s
arguments within their respective briefs.
65. 	On the record before the Court, it appears that ACI has sufficiently
identified its Specifically Identified Trade Secrets, as defined above, such that the
Bayatronics Defendants have notice of what they allegedly misappropriated.
66. 	The Court therefore proceeds to the remaining analysis to determine
whether the misappropriation of trade secrets claim survives summary judgment
based on the Specifically Identified Trade Secrets and the Customer_List_Flex.xlsx
file (together, the “Alleged Trade Secrets”).
4. 	Reasonable Efforts to Maintain Secrecy
67. 	Even if a Court determines that specifically described information may
otherwise qualify as a protectable trade secret, the Court must also evaluate whether
the Alleged Trade Secrets were subject to reasonable efforts to maintain their secrecy.

68. 	“No trade secret will be found if . . . there is no evidence indicating that the
plaintiff undertook efforts to ensure the information’s secrecy.” Safety Test & Equip.
Co. v. Am. Safety Util. Corp., 2015 NCBC LEXIS 40, at *26 (N.C. Super. Ct. Apr. 23,
2015) (citing Bank Travel Bank v. McCoy, 802 F. Supp. 1358, 1360 (E.D.N.C. 1992)
(indicating that, absent reasonable security measures, a trade secret cannot exist));
see N.C.G.S. § 66–152(3). “[T]he [NCTSPA] calls for a fact-specific inquiry regarding
whether efforts were ‘reasonable.’ ” 	RoundPoint Mortg. Co. v. Florez, 2016 NCBC
LEXIS 18, at **36 (N.C. Super. Ct. Feb. 18, 2016).
69. 	The Court begins by examining ACI’s corporate policies. 	See Edgewater
Servs., Inc. v. Epic Logistics, Inc., 2009 NCBC LEXIS 21, at *12–14 (N.C. Super. Ct.
Aug. 11, 2009) (reviewing a company’s safeguards, protocols, and procedures to
determine whether the company has made reasonable efforts to safeguard its trade
secrets).
70. 	First, Jayesh Patel’s employment with ACI was contingent upon the signing
of the Confidentiality Agreement. The Confidentiality Agreement explicitly included
a nondisclosure and confidentiality provision that required each employee to use
ACI’s 	confidential 	information 	“only 	for performance 	of 	his/her 	role 	with 	and
obligations owed to [ACI],” and to “not disclose, transfer, duplicate, or reproduce the
Confidential Information in any form[.]” (Confidentiality Agt. at ¶ 3(c).)
71. 	Second, ACI requires a username and password to gain access to servers
that contain the Alleged Trade Secrets, with different employees having more or less
restricted access depending on their roles and responsibilities. 	As the Operations

Manager, which was a position that enjoyed high-level access to ACI’s confidential
information, (Verified Compl. ¶ 30), Jayesh Patel had a username and password
which provided him access to that server.
72. 	Password protection of trade secrets kept in computerized databases is one
measure our courts have considered reasonable, with other demonstrated efforts, to
meet the obligations of maintaining secrecy. 	Safety Test & Equip. Co., 2015 NCBC
LEXIS 40, at *27–28. Further, our Court of Appeals has suggested that a password-
protected database should limit access to top-level employees. TSG Finishing, LLC
v. Bollinger, 238 N.C. App. 586, 589 (2014) (noting that plaintiff's computers were
password-protected 	with 	additional 	passwords 	required 	to 	access 	production
information).
73. 	Given that ACI required all employees to sign employment agreements that
contain a confidentiality provision, and ACI maintained its Alleged Trade Secrets on
a password-protected server, the Court cannot conclude, as a matter of law, that ACI
failed to take reasonable efforts to maintain the secrecy of the Alleged Trade Secrets.
Even if ACI allowed Jayesh Patel to maintain access to the server after he gave notice
of his resignation, his employment agreement remained in effect and limited his
ability to share ACI’s information with those outside of the company.
5. 	Misappropriation of ACI’s Alleged Trade Secrets
74. 	The Bayatronics Defendants argue that the facts surrounding Jayesh
Patel’s access to ACI’s Alleged Trade Secrets and the subsequent transfer of those

files, establish that Defendants did not acquire or use that information. 	(Br. Supp.
24.)
75. 	Misappropriation is the “acquisition, disclosure, or use of a trade secret of
another without express or implied authority or consent, unless such trade secret was
arrived at by independent development, reverse engineering, or was obtained from
another person with a right to disclose the trade secret.” 	N.C.G.S. § 66-152(1). 	A
plaintiff can establish a prima facie case of trade secret misappropriation by
“introducing substantial evidence that the person against whom relief is sought both:
(1) knows or should have known of the trade secret; and (2) has had a specific
opportunity to acquire it for disclosure or use or has acquired, disclosed, or used it
without the express or implied consent or authority of the owner.” N.C.G.S. § 66-155.
76. 	This Court has held that
evidence that a former employee had access to, and therefore an
“opportunity to acquire,” an employer’s trade secrets, without more, is
not sufficient to establish a prima facie case of misappropriation.
Rather, the employer must establish either that the former employee
accessed 	its 	trade 	secrets 	without 	authorization 	or 	provide 	other
sufficient evidence of misappropriation to raise an inference of actual
acquisition or use of its trade secrets.
Am. Air Filter Co. v. Price, 2017 NCBC LEXIS 9, at *22 (N.C. Super Ct. Feb. 3, 2017).
77. 	The Bayatronics Defendants do not deny that Jayesh Patel took the
information in question with him either before or at the time of his resignation.
Rather, they contend that, even if Jayesh Patel misappropriated the information, ACI
has provided no evidence that any files on the two USB devices have been used by
Bayatronics, LLC, or that Defendants Mr. Koladia, Mr. Gajera, Mr. Sangani, or Mr.

Patel ever knew of, knowingly viewed, or obtained any benefit from any document on
either of the two USB drives. 	(Br. Supp. 24.) 	Further, the Bayatronics Defendants
contend that there is no evidence that Bayatronics or Mr. Warriner ever knew or had
reason to know that any document uploaded to Mr. Warriner’s laptop contained trade
secret information belonging to ACI. 	(Br. Supp. 24.) 	Finally, the Bayatronics
Defendants argue there is no evidence that Mr. Patel has purposely shared any
information belonging to ACI with them. (Br. Supp. 24.)
78. 	ACI, however, relies on inferences to be drawn from the facts surrounding
the development of Bayatronics, Jayesh Patel’s transferring of files and documents
to Mr. Warriner, and the Bayatronics Defendants’ continued access to Jayesh Patel
while 	employed 	by 	ACI 	as 	evidence 	of 	the 	Bayatronics 	Defendants’ 	actual
misappropriation of trade secrets. 	ACI also points to evidence indicating that
Mr. Warriner attempted to delete the information downloaded by him from Jayesh
Patel as circumstantial evidence of his wrongdoing.
79. 	ACI must identify the actual acts of misappropriation with adequate
specificity to enable the Court to determine whether misappropriation has occurred.
Washburn, 190 N.C. App. at 327 (dismissing misappropriation of trade secret claim
because plaintiff did not “identify with sufficient specificity either the trade secrets
. . . or the acts by which the alleged misappropriations were accomplished”).
80. 	Circumstantial 	evidence 	can 	be 	sufficient 	to 	support 	a 	claim 	for
misappropriation of trade secrets. See Med. Staffing Network, Inc. v. Ridgeway, 194
N.C. App. 649, 658 (2009) (“[d]irect evidence … is not necessary to establish a claim

for misappropriation of trade secrets; rather, such a claim may be proven through
circumstantial evidence”). 	While a plaintiff may rely on circumstantial evidence to
prove its misappropriation claim, there must be “substantial evidence (1) that the
wrongdoer accessed the trade secret without consent, or (2) of misappropriation
resulting in an inference of actual acquisition or use of the trade secret.” 	Addison
Whitney, LLC v. Cashion, 2017 NCBC LEXIS 23, at **18 (N.C. Super. Ct. Mar. 15,
2017).
81. 	ACI contends that its circumstantial evidence is sufficient to show, at least
at this stage, that the Bayatronics Defendants knew Jayesh Patel had access to ACI’s
server containing the Alleged Trade Secrets, and that the Bayatronics Defendants
had continued access to the ACI materials Jayesh Patel transferred to Mr. Warriner.
(Br. Opp. 21.)
82. 	The evidence in the record, specifically the forensic findings of Mr. Walton,
is sufficient to show that Mr. Warriner viewed, possessed, and had continued access
to the Alleged Trade Secrets as they were uploaded onto his computer by Jayesh
Patel. 	Further, there is sufficient evidence provided by Mr. Akerman, to show that
files belonging to ACI were found on Bayatronics’s server, without any justification
for how this came to be.
83. 	This evidence, paired with the knowledge of Jayesh Patel’s role at ACI and
the continuous development of Bayatronics, supports the Court’s determination that
ACI has produced sufficient evidence to permit an inference of misappropriation by
Bayatronics and Mr. Warriner, and genuine issues of material fact remain regarding

whether Bayatronics and Mr. Warriner’s access to Jayesh Patel and ACI’s Alleged
Trade Secrets resulted in the acquisition and/or using of ACI’s Alleged Trade Secrets.
84. 	Therefore, 	the 	Court 	hereby 	DENIES 	the 	Motion 	for 	Defendants
Bayatronics, 	LLC 	and 	Dirk 	A. 	Warriner 	as 	it 	relates 	to 	ACI’s 	claim 	for
misappropriation of trade secrets, to the extent it requests dismissal as to ACI’s
Alleged Trade Secrets.
85. 	However, ACI has failed to produce sufficient evidence that Mr. Gajera, Mr.
Koladia, Mr. Sangani, or Mr. Patel viewed, utilized, or even had knowledge of the
Alleged Trade Secrets. The only evidence related to these Defendants and the Alleged
Trade Secrets is the August 2020 email chain between Mr. Warriner, Mr. Sangani,
and Jayesh Patel. 	(Br. Opp. 19.) 	In the email chain, Mr. Warriner states that he
needs to “see if Jay can give me a list of potential customers,” to which Mr. Sangani
responded by asking for Jayesh Patel to “share the potential customer . . . .” However,
there is no evidence that Mr. Sangani asked for a list of ACI customers, and even if
he had, there is no evidence that Mr. Sangani ever viewed, utilized, or knew of any
such list.
86. 	This is simply not enough. See Safety Test & Equip. Co., 2015 NCBC LEXIS
40, at *28–29 (noting that a trade secret claimant must “identify the actual acts of
misappropriation with adequate specificity”); see also Addison Whitney, 2017 NCBC
LEXIS 23, at *18 (holding that “a wrongdoer’s access to and opportunity to acquire a
trade secret–without more–is insufficient”).

87. 	As 	such, 	there 	is 	insufficient 	evidence 	to 	permit 	an 	inference 	of
misappropriation by Mr. Gajera, Mr. Koladia, Mr. Sangani, and Mr. Patel. Therefore,
the Court hereby GRANTS the Motion for Defendants Kishor Koladia, Dahyalal
Gajera, Ashwin J. Sangani, and Samir Patel as it relates to ACI’s claim for
misappropriation of trade secrets, and that claim is DISMISSED to that extent.
B. 	Unfair and Deceptive Trade Practices
88. 	A claim for unfair and deceptive trade practices under the UDTPA requires
proof of “(1) an unfair or deceptive trade practice, (2) in or affecting commerce, which
(3) proximately caused actual injury to the [plaintiff].” 	Nucor Corp. v. Prudential
Equity Grp., LLC, 189 N.C. App. 731, 738 (2008).
89. 	In alleging its claim for violations of the UDTPA, ACI relies on the same
facts 	underlying 	its 	misappropriation 	of 	trade 	secrets 	claim. 	A 	claim 	for
misappropriation of trade secrets may support a claim for violation of the UDTPA if
the misappropriation satisfies the three required elements for an unfair trade
practice claim. Drouillard v. Keister Williams Newspaper Servs., Inc., 108 N.C. App.
169, 172 (1992).
90. 	The Bayatronics Defendants’ sole argument in support of the Motion is that
the claims for misappropriation of trade secrets, unjust enrichment, and civil
conspiracy are “inseparably intertwined” with ACI’s claim under the UDTPA, and as
a result of ACI failing to present substantial evidence required to support those
claims, the UDTPA claim fails as well. (Br. Supp. 30.)

91. 	The Court has dismissed ACI’s claims for misappropriation of trade secrets,
civil conspiracy, and unjust enrichment (see supra Part V.A. and infra Parts V.C. and
V.D.), as to Defendants Kishor Koladia, Dahyalal Gajera, Ashwin J. Sangani, and
Samir Patel. 	Therefore, the Court hereby GRANTS the Motion as to ACI’s unfair
and deceptive trade practices claim for Defendants Kishor Koladia, Dahyalal Gajera,
Ashwin J. Sangani, and Samir Patel.
92. 	However, ACI’s misappropriation of trade secrets claim survives summary
judgment as to Bayatronics and Mr. Warriner to the extent expressed earlier (see
supra ¶ 84), and as such, that claim, and the conduct alleged therein, serves as
support for ACI’s unfair and deceptive trade practices claim.
93. 	Therefore, 	the 	Court 	hereby 	DENIES 	the 	Motion 	for 	Defendants
Bayatronics and Dirk A. Warriner as to ACI’s unfair and deceptive trade practices
claim.
C. 	Civil Conspiracy
94. 	The Bayatronics Defendants request summary judgment on ACI’s claim for
civil 	conspiracy, 	arguing 	that 	ACI 	has 	not 	provided 	sufficient 	evidence 	of 	an
agreement between any of the Bayatronics Defendants that would support such a
claim. (Br. Supp. 28.)
95. 	Civil conspiracy requires a showing of “(1) an agreement between two or
more individuals; (2) to do an unlawful act or to do a lawful act in an unlawful way;
(3) resulting in injury to plaintiff inflicted by one or more of the conspirators; and (4)

pursuant to a common scheme.” 	Strickland v. Hedrick, 194 N.C. App. 1, 19 (2008)
(citations omitted).
96. 	It is well established that
[t]here is no independent cause of action for civil conspiracy. Only where
there is an underlying claim for unlawful conduct can a plaintiff state a
claim for civil conspiracy by also alleging the agreement of two or more
parties 	to 	carry 	out 	the 	conduct 	and 	injury 	resulting 	from 	that
agreement.
Toomer v. Garrett, 155 N.C. App. 462, 483 (2002) (citations omitted).
97. 	The Court has determined that ACI’s claim for misappropriation of trade
secrets survives summary judgment for Defendants Bayatronics and Mr. Warriner
as to the Alleged Trade Secrets because a genuine issue of material fact remains for
a jury. 	As such, ACI’s claim for misappropriation of trade secrets may serve as the
requisite underlying tort to support ACI’s claim for civil conspiracy against the
Bayatronics Defendants. 	See Am. Air Filter Co., 2017 NCBC LEXIS at *32 (“Since
[Plaintiff’s] claims for misappropriation and unfair trade practices survive dismissal,
these claims can serve as the requisite underlying torts for a civil conspiracy claim.”
(cleaned up)); see also Koch Measurement Devices, 2015 NCBC LEXIS 45, at *26 (“To
establish a claim for civil conspiracy, a plaintiff must show an ‘overt act’ committed
by at least one conspirator in furtherance of the conspiracy.” (quoting Dove v. Harvey,
168 N.C. App. 687, 690 (2006) (emphasis added))).
98. 	ACI must offer “proof of an agreement between two or more persons” to
establish a civil conspiracy claim. 	Sellers v. Morton, 191 N.C App. 75, 83 (2008)
(quoting Dove, 168 N.C. App. at 690–91). “Although civil liability for conspiracy may

be established by circumstantial evidence, the evidence of the agreement must be
sufficient to create more than a suspicion or conjecture[.]” Cameron v. New Hanover
Mem’l Hosp., Inc., 58 N.C. App. 414, 438 (1982) (citation omitted). 	A motion for
summary 	judgment 	“triggers 	the 	plaintiff’s 	responsibility 	to 	produce
facts, . . . sufficient to show that he will be able to prove his claim at trial.” Morrison-
Tiffin v. Hampton, 117 N.C. App. 494, 505 (1995).
99. 	ACI contends that the Defendants “entered into an agreement to act
pursuant to a common scheme to unlawfully and tortiously compete with ACI” and
that the conspiracy “was successful” by Defendants utilizing ACI’s resources to
develop a competing venture. 	(Verified Compl. ¶ 159.) The unlawful act alleged by
ACI 	is 	the 	misappropriation 	by 	Jayesh 	Patel 	of 	ACI’s 	confidential 	business
information 	and trade 	secrets, 	for the 	benefit 	of 	the 	Bayatronics 	Defendants.
(Verified Compl. ¶ 159.)
100. 	The Bayatronics Defendants have challenged ACI’s evidentiary showing of
an agreement amongst the Defendants, and ACI must come forward with a forecast
of evidence in support of its civil conspiracy theory. 	After a thorough review of the
record in this case, the Court, construing the evidence in ACI’s favor, concludes that
circumstantial evidence of an unlawful agreement between the Defendants does not
rise above mere suspicion or conjecture. 	At most, ACI has shown that Defendants
were actively working together to start a business, which included meeting with all
members, signing an Operating Agreement, and drafting a Business Plan. Following
the inception of Bayatronics, Jayesh Patel informed ACI of his resignation, after

which he accessed and downloaded files on ACI’s server and transferred those files to
Mr. Warriner via two USB devices. 	However, this is not evidence of an agreement
between Defendants that one or more of them would misappropriate ACI’s Alleged
Trade Secrets for the purpose of forming and furthering a competing venture.
101. 	There is no justifiable basis to conclude that these acts were in pursuit of
an agreement or common scheme, even though they all relate to the formation and
development of Bayatronics.
102. 	Therefore, the Court hereby GRANTS the Motion as it relates to ACI’s civil
conspiracy claim, and it is DISMISSED with prejudice.
D. 	Unjust Enrichment
103. 	A claim for unjust enrichment “is neither in tort nor contract but described
as a claim in quasi contract or a contract implied in law.” Booe v. Shadrick, 322 N.C.
567, 570 (1988). 	To establish a claim for unjust enrichment, “a party must have
conferred a benefit on the other party,” and “[t]he benefit must not be gratuitous and
it must be measurable.” Id. at 570.
104. 	The Bayatronics Defendants first argue that a claim for unjust enrichment
is “an alternative claim for breach of contract,” that ACI has failed to bring a breach
of contract claim against the Bayatronics Defendants, and that therefore summary
judgment is appropriate. In this respect, Defendants misapprehend the law.
105. 	While a claim for unjust enrichment cannot stand where an express
contract exists covering the same subject, Vetco Concrete Co. v. Troy Lumber Co., 256
N.C. 709, 714 (1962), a party is permitted to plead a claim for unjust enrichment in

the alternative to a claim for breach of contract, Bandy v. Gibson, 2017 NCBC LEXIS
66, at *11 (N.C. Super. Ct. July 16, 2017). Therefore, ACI is not required to assert a
breach of contract claim against the Bayatronics Defendants in order to assert a claim
for unjust enrichment.
106. 	The Bayatronics Defendants further argue that ACI has provided no
evidence that it actually conferred any benefit on Defendants, or that there is any
contract implied in law between ACI and the Bayatronics Defendants. (Br. Supp. 29.)
They contend that 	ACI’s unjust enrichment claim focuses 	on the Bayatronics
Defendants having conferred a benefit upon themselves, given that it is alleged that
Mr. Patel—a member of Bayatronics—retained trade secret information when he left
ACI and allegedly shared that information with the Bayatronics Defendants. 	(Br.
Supp. 29.)
107. 	ACI, however, contends that it conferred “the benefit of access to its
confidential information upon [Jayesh] Patel,” because he and ACI entered into the
Confidentiality 	Agreement, 	and 	that 	through 	the 	Defendants’ 	conspiracy, 	all
Defendants obtained the benefit of that confidential information, and it would be
inequitable for them to retain that benefit. (Br. Opp. 28.)
108. 	However, ACI has alleged a taking of information in violation of Jayesh
Patel’s Confidentiality Agreement, not a willing transfer of that information to the
Bayatronics Defendants. 	See, e.g., Albritton v. Albritton, 2021 NCBC LEXIS 53, at
**33–36 (N.C. Super. Ct. June 7, 2021) (“Neither the allegations nor the facts in
evidence support a claim for unjust enrichment. 	Movants have not alleged that

[Plaintiffs] conferred benefits upon Defendants, but, rather, that Defendants took
assets belonging to [Plaintiff].” (emphasis in original)); Klos Constr., Inc. v. Premier
Homes & Props., LLC, 2020 NCBC LEXIS 85, at *48–51 (N.C. Super. Ct. July 21,
2020) (dismissing a claim for unjust enrichment where “it is undisputed that the [ ]
Defendants took any benefit of Plaintiff’s goodwill”); 	KNC Techs., LLC v. Tutton,
2019 NCBC LEXIS 72, at *36–37 (N.C. Super. Ct. Oct. 9, 2019) (stating that “a claim
for unjust enrichment must be based on a contract implied in law in which one party
has provided a benefit to another, such as goods or services, for which the first party
should rightfully be compensated”).
109. 	The access granted to Jayesh Patel as a benefit of his Confidentiality
Agreement, and his alleged wrongful taking and disseminating of that information to
the Bayatronics Defendants, does not support a claim for unjust enrichment against
the Bayatronics Defendants. 	ACI did not voluntarily confer a benefit on the
Bayatronics Defendants. 	Rather, the evidence is clear that, at most, Jayesh Patel
wrongly misappropriated or retained trade secret information which the Bayatronics
Defendants ultimately received.
110. 	Accordingly, the Court hereby GRANTS the Motion as to ACI’s unjust
enrichment claim, and the claim is DISMISSED with prejudice.
E. 	Punitive Damages
111. 	North 	Carolina 	General 	Statutes 	§ 1D-15 	specifically 	sets 	forth 	the
circumstances appropriate for awarding punitive damages. “While punitive damages
shall not be awarded against a person solely for breach of contract, they may be

awarded if the claimant proves liability for compensatory damages, as well as one of
the following aggravating factors: (1) fraud; (2) malice; or, (3) willful or wanton
conduct.” 	BluSky Restoration Contrs., LLC v. Brown, 2022 NCBC LEXIS 124,
at **41–42 (N.C. Super. Ct. Oct. 20, 2022) (quoting N.C.G.S. § 1D-15(a), (d) (cleaned
up)). “North Carolina courts have repeatedly held that ‘a claim for punitive damages
is not a stand-alone claim.’ ” 	Beam v. Sunset Fin. Servs., 2019 NCBC LEXIS 56, at
**29–30 (N.C. Super. Ct. Sept. 3, 2019) (internal citations omitted). 	“A claim for
punitive damages may succeed only if plaintiffs prove . . . [liability] for compensatory
damages and [that] their injury was the result of fraud, malice, or willful or wanton
conduct” under N.C.G.S § 1D-15. 	Funderburk v. JPMorgan Chase Bank, N.A., 241
N.C. App. 415, 425 (2015).
112. 	Accordingly, the Motion is hereby GRANTED for punitive damages and
that claim is hereby DISMISSED. This holding does not impair ACI’s ability to seek
punitive damages for conduct which may later be found to meet the statutory
requirements of N.C.G.S. § 1D-15, et seq.
VI. 	CONCLUSION
113. 	For the foregoing reasons, the Court hereby GRANTS in part and DENIES
in part Bayatronics Defendants’ Motion as follows:
A. 	The Court GRANTS the Motion in part as to ACI’s misappropriation
of trade secrets claim for Defendants Kishor Koladia, Dahyalal Gajera,
Ashwin J. Sangani, and Samir Patel; and for Defendants Bayatronics and
Dirk A. Warriner to the limited extent it seeks dismissal of the broad

categories of information listed in paragraph 59 of this Opinion, and the
claim is DISMISSED to that extent;
B. 	The Court GRANTS the Motion in part as to ACI’s unfair and
deceptive trade practices claim for Defendants Kishor Koladia, Dahyalal
Gajera, 	Ashwin 	J. 	Sangani, 	and 	Samir 	Patel, 	and 	that 	claim 	is
DISMISSED to that extent;
C. 	The Court GRANTS the Motion in part as to ACI’s civil conspiracy
claim for all Bayatronics Defendants, and that claim is DISMISSED;
D. 	The 	Court 	GRANTS 	the 	Motion 	in 	part 	as 	to 	ACI’s 	unjust
enrichment 	claim 	for 	all 	Bayatronics 	Defendants, 	and 	that 	claim 	is
DISMISSED;
E. 	The Court GRANTS the Motion in part as to ACI’s punitive damages
claim for all Bayatronics Defendants, and that claim is DISMISSED
without prejudice to Plaintiff’s ability to seek recovery of punitive damages
if the evidence presented to the jury warrants submission of an issue to that
effect.
114. 	Except as expressly granted above, the Motion is otherwise DENIED.

SO ORDERED, this the 8th day of December, 2023.
/s/ Michael L. Robinson
Michael L. Robinson
Special Superior Court Judge
for Complex Business Cases