Courier NetWork Inc. et al v. Airspace Technologies, Inc.

OCR transcription for search; preserved printed pages are authoritative

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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE

COURIER NETWORK, INC., COURIER
NETWORK VIETNAM CO., LTD.,

Plaintiffs,
Vv. Civil Action No. 25-214-GBW
AIRSPACE TECHNOLOGIES, INC.,

Defendant.

Arthur G. Connolly, III, CONNOLLY GALLAGHER LLP, Wilmington, Delaware; Elyse D.
Echtman, STEPTOE LLP, New York, New York.

Counsel for Plaintiffs
Samuel L. Moultrie, Renée Mosley Delcollo, GREENBERG TRAURIG, LLP, Wilmington,
Delaware; Fredric J. Bold, Jr., William E. Eye, GREENBERG TRAURIG, LLP, Atlanta, Georgia.

Counsel for Defendant

MEMORANDUM OPINION

January 5, 2026
Wilmington, Delaware

AUTHENTICATED
U.S. GOVERNMENT.
INFORMATION

GPO

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‘S. WW.

GREGORY B. WILLIAMS
U.S. DISTRICT JUDGE

Pending before the Court is Defendant Airspace Technologies, Inc.’s (“Airspace”) Motion
to Dismiss Plaintiffs’ Amended Complaint (“Motion to Dismiss”) (D.I. 12), which has been fully
briefed (D.I. 13; D.I. 14; D.I. 15). For the reasons below, the Court denies-in part and grants-in-
part Airspace’s Motion to Dismiss.

I. BACKGROUND

The following are properly pled factual allegations that the Court takes as true for the
purpose of resolving Airspace’s Motion to Dismiss.' Plaintiffs Courier NetWork Inc. and Courier
NetWork Vietnam Co., Ltd. (collectively, “Courier Network’) operate a family owned same-day
courier service providing expedited delivery of urgent packages, both domestically and
internationally, and has been in continuous operation for nearly forty years. D.I. 1 4/1. Courier
Network and Airspace are competitors, as Airspace also provides courier services for expedited
delivery of packages. Jd. § 2; D.I. 13 at 1.

Courier Network alleges that Airspace has focused on gaining access to its trade secrets
by targeting Courier Network employees and offering them enticing packages to work for
Airspace. D.I. 11 § 12. Currently, Airspace employs at least five former Courier Network
employees. /d. 4 13. In April 2024, Airspace hired Nguyen Thi Chau Duong (“Duong”), a former
Courier Network country manager in Vietnam. Jd. § 14. Duong’s role at Courier Network utilized
confidential customer lists, which included contact information, specific shipping needs,

preferences and price points. /d. § 15. Duong was subject to confidentiality and non-solicitation

' Under Federal Rule of Civil Procedure 12(b)(6), the Court must accept as true all factual
allegations in the Amended Complaint and view those facts in the light most favorable to the
plaintiff. See Fed. Trade Comm'n v. AbbVie Inc, 976 F.3d 327, 351 (3d Cir. 2020).

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agreements requiring her, upon termination, to immediately cease using Courier Network’s
confidential information and to refrain from soliciting Courier Network’s customers for a period
of twenty-four months thereafter. Id. J] 14, 76, 83. In her role at Airspace, Duong unsuccessfully
solicited two large accounts held by Courier Network. Id. § 17.

In January 2016, Courier Network hired Kevin Volpe (“Volpe”) to work at its former
headquarters in New York City. Id. 19. Volpe was likewise subject to confidentiality and non-
solicitation agreements, which prohibited Volpe “from soliciting [Courier Network] employees
and customers for one year following the termination of his employment” and “from divulging
[Courier Network’s] confidential information”. Jd. | 27. During his nearly ten-year tenure at
Courier Network, Volpe had several roles and ultimately advanced to Senior Director of Key
Accounts. Id. J 18. Volpe’s job responsibilities entailed “assist[ing] in setting the account terms
and pricing of sales contract between Courier Network and its largest U.S. semiconductor
customers” and “marketing and selling [Courier Network’s] services, as well as with supporting
[Courier Network’s] premier clientele.” Jd. | 20. Volpe was also trained on [Courier Network’s]
“shipment operations, rates and terms of service, suppliers, routings, business policies, finances
and business plans, customized software, marketing tool and supplies and the techniques, methods
and strategies by which [Courier Network] develops, markets, distributes and sells its services.”
Id. In sum, “Volpe was privy to every aspect of the business, including trade secret logistics,
operating costs, profit margins, bidding procedures, each key account’s unique needs, and [Courier
Network’s] highly valuable confidential roster of key accounts.” Id. § 20. While employed with
Courier Network, Volpe also “gained a deeper understanding of which employees are most
valuable to [Courier Network’s] operations and” which employees are privy to “[Courier

Network’s] trade secret information.” Jd. § 22. In 2022, Airspace approached Volpe with an

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employment offer; however, Courier Network countered by matching Airspace’s offer, which
Volpe accepted. Jd. { 23.

On January 9, 2025, Volpe resigned from his position at Courier Network to accept a
position at Airspace as the Vice President of Key Accounts. /d. J] 18, 24. When Volpe resigned,
he returned his company cellphone which contained confidential customer information. Id. ] 45.
However, Courier Network learned that Volpe used the same AppleID on the company issued
phone as he used on his personal phone and, as a result, retained access to Courier Network’s
business contacts in violation of his confidentiality agreement. Jd. On January 10, 2025, Courier
Network sent a letter to Volpe and Airspace outlining Volpe’s obligations to Courier Network,
including the confidentiality and non-solicitation agreements previously executed by Volpe. Id. {
29. On January 13, 2025, Volpe responded and requested additional information from Courier
Network regarding his terms of employment. Jd. 430. The next day, Courier Network sent Volpe
the Confidentiality and Non-Solicitation Agreement, the Courier Network employee handbook and
the arbitration agreement between Volpe and Courier Network. Jd. In the same month, Airspace
also hired counsel. Jd. § 31. On February 7, 2025, Airspace’s counsel requested a copy of the
agreements between Courier Network and Volpe.

On February 11, 2025, Volpe approached Courier Network’s Operations Supervisor to
inquire whether he would be interested in leaving Courier Network. Id. | 33. Courier Network’s
Operations Supervisor is a “crucial logistics operator” responsible for a team of operators,
overseeing operations, and supporting Courier Network’s key accounts. Jd. On February 26, 2025,
an office leader in Courier Network’s Hong Kong office informed Courier Network’s Chief
Operating Officer that Airspace reached out attempting to recruit all personnel in the Hong Kong

office. Id. [] 35, 36. Moreover, during his first few weeks at Airspace, Volpe met with Airspace’s

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clients to market Airspace and focus on the clients’ business needs. Id. 41. Since Airspace and
Courier Network operate in the same industry, they also share several overlapping clients. Id.
Courier Network believes that Volpe also met with long standing Courier Network clients on
Airspace’s behalf, in violation of the non-solicitation agreement. Jd. Courier Network has been
traveling to visit clients who worked with Volpe in an effort to rectify business relationships. Id.
q 42.

On February 21, 2025, Courier Network commenced an arbitration proceeding against
Volpe seeking to enforce its rights under the confidentiality and non-solicitation agreements, the
Defense of Trade Secrets Act, and New York law. Id. § 46. On the same day, Courier Network
also sought a temporary restraining order against Volpe in the New York Supreme Court. Id. 7 47.
After a hearing on March 18, 2025, the New York Supreme Court entered a preliminary injunction
against Volpe, which enjoined him “from soliciting (i) employees of Courier and (ii) the twenty-
five (25) semiconductor accounts that he worked on” for “the shorter of (i) one year or (ii) the time
imposed by the arbitration panel.” Id. J] 48-51.

Courier Network filed the instant action against Airspace because Courier Network has
information that Airspace enlisted Volpe to continue to work with a specific Courier Network
customer on Airspace’s behalf and gained access to various trade secrets held by Volpe and Duong.
Id. 4 59. In addition, Courier Network claims that Airspace has intentionally pursued Courier
Network employees for the purpose of gaining access to Courier Network’s trade secrets. Id. § 2.
II. PROCEDURAL HISTORY

On February 21, 2025, Courier Network filed its Complaint for trade secret
misappropriation under the Defense of Trade Secrets Act, 18 U.S.C. § 1836 and New York state
law, and tortious interference with contract under New York state law against Airspace. D.I. 1. On

March 7, 2025, Airspace moved to dismiss the Complaint. D.I. 8. On March 21, 2025, Courier
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Network filed its Amended Complaint (“FAC”) adding more allegations and additional factual
details. D.I. 11. On April 4, 2025, Airspace filed its Motion to Dismiss, seeking dismissal of
Courier Network’s FAC. D.I. 12.

Il. LEGAL STANDARDS
A. Motion to Dismiss

To state a claim on which relief can be granted, a complaint must contain “a short and plain
statement of the claim showing that the pleader is entitled to relief.” Fed. R. Civ. P. 8(a)(2). Such
a claim must plausibly suggest “facts sufficient to ‘draw the reasonable inference that the defendant
is liable for the misconduct alleged.’” Doe v. Princeton Univ., 30 F.4th 335, 342 (3d Cir. 2022)
(quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). “A claim is facially plausible ‘when the
plaintiff pleads factual content that allows the court to draw the reasonable inference that the
defendant is liable for the misconduct alleged.’” Klotz v. Celentano Stadtmauer & Walentowicz
LLP, 991 F.3d 458, 462 (3d Cir. 2021) (quoting Iqbal, 556 U.S. at 678). But the Court will
“disregard legal conclusions and recitals of the elements of a cause of action supported by mere
conclusory statements.” Princeton Univ., 30 F.4th at 342 (quoting Davis v. Wells Fargo, 824 F.3d
333, 341 (3d Cir. 2016)).

In evaluating a motion to dismiss, “[t]he issue is not whether a plaintiff will ultimately
prevail but whether the claimant is entitled to offer evidence to support the claims.” Pinnavaia v.
Celotex Asbestos Settlement Tr., 271 F. Supp. 3d 705, 708 (D. Del. 2017) (quoting In re Burlington
Coat Factory Sec. Litig., 114 F.3d 1410, 1420 (3d Cir. 1997)), aff'd, 2018 U.S. App. LEXIS 38873
(3d Cir. Apr. 6, 2018). Rule 12(b)(6) requires the Court to “accept all factual allegations in a
complaint as true and take them in the light most favorable to Plaintiff.” Brady v. Media, No. 23-
1078, 2024 U.S. Dist. LEXIS 160991, at *4 (D. Del. Sep. 6, 2024). “A motion to dismiss ‘may be

granted only if, accepting all well-pleaded allegations in the complaint as true, and viewing them

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in the light most favorable to plaintiff, plaintiff is not entitled to relief.” McCrone v. Acme
Markets, 561 F. App’x 169, 172 (3d Cir. 2014) (quoting Burlington Coat Factory, 114 F.3d at
1420). The “movant bears the burden of demonstrating that the complainant failed to state a claim
upon which relief may be granted.” Abbott Diabetes Care, Inc. v. DexCom, Inc., No. 23-239, 2024
U.S. Dist. LEXIS 96985, at *4 (D. Del. May 31, 2024).

IV. DISCUSSION

Airspace moves to dismiss Courier Network’s FAC, which asserts two causes of actions:
trade secret misappropriation under both the Defense of Trade Secrets Act (“DTSA”) and New
York law, and tortious interference with contract under New York law.

A. Courier Network Sufficiently Pleads Trade Secret Misappropriation

To survive a motion to dismiss for failure to state a claim for trade secret misappropriation
under the DTSA, Courier Network “must allege (1) a trade secret (2) connected to interstate [or
foreign] commerce (3) that defendants misappropriated.” JPMorgan Chase Bank, Nat’l Ass'n v.
Argus Info. & Advisory Servs. Inc., 765 F. Supp. 3d 367, 374 (D. Del. 2025); 18 U.S.C. §
1836(b)(1). Airspace challenges the first and third elements. First, Airspace argues that Courier
Network alleges “a list of broad, vague categories of information” that are not trade secrets. D.I.
13 at 11. Second, Airspace contends that the FAC fails to properly allege that Airspace
misappropriated a trade secret because no specific allegations exist as to how Airspace violated
any trade secrets. Jd. at 15. The Court addresses each argument in turn below.

1. The FAC Properly Alleges Trade Secrets

Under the DTSA, information is a trade secret if (1) its owner “has taken reasonable
measures to keep [it] secret” and (2) its economic value comes partly from the fact that competitors
do not know it. 18 U.S.C. § 1839(3). To satisfy Rule 12(b)(6), Courier Network must identify the
alleged trade secrets “with enough specificity to place a defendant on notice of the bases for the

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claim being made against it.” Oakwood Lab’ys LLC v. Thanoo, 999 F.3d 892, 906 (3d Cir. 2021).
The Court must take as true the well-pleaded allegations in the FAC and view the allegations in
the light most favorable to Plaintiff. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 558 (2007). Under
this standard, the FAC adequately identifies the purported trade secrets.

In its FAC, Courier Network outlines that its trade secrets consist of the following: its
customer list; rates and terms of service; suppliers; routings; business policies finances and
business plans; financial projections; customized software; marketing and supplies; shipment
operations; account terms; pricing of sales contracts; names and addresses of Courier Network
employees and other business contacts of Courier Network; and techniques, methods and strategies
by which Courier Network develops, markets, distributes and sells its services. D.I. 11 4] 15, 61,
63, 66, 89.

For the first prong, Courier Network alleges it has taken “reasonable precautions to protect
its trade secrets from disclosure,” including by “not shar[ing] [the trade secrets] beyond those
employees with a need to know them to perform their business duties” and requiring “password
access” to obtain the trade secret information. Jd. J] 62, 91. Additionally, Courier Network
requires its employees to execute confidentiality agreements under which employees agree to
maintain the confidentiality of customer information and other proprietary information. Id. J 63.
Courier Network’s FAC adequately pleads the first prong. See, e.g., Digital Diagnostics Inc. v.
White, No. 24-1179, 2025 WL 2392004, at *3 (D. Del. Aug. 18, 2025) (first prong satisfied through
requiring execution of confidentiality agreements for employees); JPMorgan Chase Bank, N.A,
765 F. Supp. 3d at 375 (first prong satisfied through limiting access to data with passwords for
designated employees); Allscripts Healthcare, LLC v. Andor Health, LLC, No. 21-704, 2021 WL

9276577, at *2 n.3 (D. Del Sep 10, 2021) (similar). Airspace argues that Courier Network alleges

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a broad, vague list of categories rather than showing specificity. D.I. 13 at 11. While “the
information alleged to be a misappropriated trade secret must be identified with enough specificity
to place a defendant on notice of the bases from the claim being made against it, [Courier Network]
need not spell out the details of the trade secret to avoid dismissal.” Oakwood, 999 F.3d at 906.
The FAC must identify the trade secret “with sufficient particularity ... to permit [Airspace] to
ascertain at least the boundaries within which the secret lies.” Jd. In this action, the FAC does
identify the trade secrets with sufficient particularity and puts Airspace on notice of the trade secret
information at issue.

With respect to the second prong, Courier Network alleges that its trade secrets are
valuable, exceeding $500,000, and maintain economic value from not being generally known or
readily ascertainable. D.I. 11 f 62, 63, 66, 67, 91. Airspace claims that the FAC “lacks well-pled
allegations that the identity of [ Courier Network’s] clients . . . did not come from publicly available
information or Airspace’s own knowledge. D.I. 13 at 13. The Court is not persuaded by Airspace’s
argument. While it is true that information that is either publicly available or generally known in
the industry cannot constitute a trade secret, Airspace fails to show that the information at issue is
publicly available or generally known at this stage in the proceedings. See Ruckelshaus v.
Monsanto Co., 467 U.S. 986, 1002 (1984) (“Information that is public knowledge or that is
generally known in an industry cannot be a trade secret.”). Airspace argues that, based on a Courier
Network case study, a person with industry knowledge, or through the use of ChatGPT, could infer
the identity of a customer from publicly available details, such as warehouse location. D.I. 13 at
13-14. While one may be able to form an educated inference by amalgamating publicly available
information, with or without the assistance of ChatGPT, this alone does not render the underlying

information itself publicly available or generally known. Thus, Courier Network has adequately

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pled the second element of its trade secrets. Thus, the FAC adequately pleads the existence of

trade secrets.

2. The FAC Connects Courier Network’s Trade Secrets to Interstate and
Foreign Commerce

The FAC states that Courier Network is a “same day international and domestic courier
service that works with a select cadre of Fortune 500 companies” and operates in multiple
countries, such as Vietnam, China, and the USA. D.I. 11 99 1, 4, 5, 35. Courier Network
sufficiently alleges that its trade secrets are used in services for interstate and foreign commerce,
thereby sufficiently connecting its trade secrets to interstate and/or foreign commerce.

3. The FAC Alleges Misappropriation

Airspace contends that the FAC fails to allege misappropriation. D.I. 13 at 15-16. “There
are three ways to establish misappropriation under the DTSA: improper acquisition, disclosure, or
use of a trade secret without consent.” Oakwood, 999 F. 3d at 907-08. In the FAC, Courier
Network alleges improper acquisition and use. DJ. 11 ff] 92-93. Airspace contends that mere
possession of trade secrets is insufficient to plausibly allege disclosure or use. D.I. 13 at 15.
Airspace further contends that there are no plausible allegations in the FAC showing Airspace
knowingly acquired, used, or disclosed any trade secrets. Id. at 15-16.

An improper acquisition occurs when a trade secret is acquired “by a person who knows
or has reason to know that the trade secret was acquired by improper means.” 18 U.S.C.
§ 1839(5)(A). The DTSA defines “improper means” to include the “breach of a duty to maintain
secrecy.” Jd. at § 1839(6)(A). “A common example is when a defendant agrees to abide by a
confidentiality agreement but copies or retains trade secret information in violation of the
agreement.” SambaSafety Inc. v. Sentinel Info. Sys. LLC, No. 24-1224, 2025 WL 3641965, at *4

(D. Del. Dec. 16, 2025). Additionally, under the DTSA, it is enough for a plaintiff to plausibly

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allege that a defendant knew or had reason to know that its employees acquired the trade secrets
by improper means after agreeing to maintain the confidentiality of trade secrets. Jd. In this action,
the FAC alleges Airspace pursued Courier Network employees, such as, Volpe and Duong, for the
purposes of “wrongfully mining” them for Courier Network’s trade secrets and “successfully
gained access” to those trade secrets. D.I. 112. The FAC plausibly alleges that Courier Network
informed Airspace of Volpe’s confidentiality and non-solicitation obligations one day after his
resignation from Courier Network. See D.I. 11 29. Furthermore, Courier Network’s notice was
prior to any client meetings or solicitations facilitated by Volpe in his role at Airspace. Courier
Network also alleges that Volpe still had access to Courier Network’s trade secrets through the use
of his AppleID. Jd. § 45. Thus, these allegations support a reasonable inference on a motion to
dismiss that Airspace, through Volpe, improperly acquired the trade secrets. See Imagine Grp.,
LLC v. Biscanti, No. 25-1137, 2025 WL 3268486, at *3 (D. Del. Nov. 24, 2025) (finding plausible
allegation of improper acquisition based on an individual defendant’s alleged theft of the trade
secrets, which he brought with him to the corporate defendant).

The FAC also plausibly alleges the improper use of Courier Network’s trade secrets by
Airspace. To plead misappropriation by improper use, Courier Network must allege “exploitation
of the trade secret that is likely to result in injury to [Courier Network] or enrichment to
[Airspace].” Oakwood, 999 F. 3d at 909. “The implication of use, especially at the pleading stage,
can flow from circumstantial evidence alone.” Jd. at 910. Airspace contends that the FAC fails to
show that Airspace knowingly used any trade secrets. D.I. 13 at 15-16. However, the FAC
plausibly alleges that, through former Courier Network employees, Airspace has used Courier
Network’s trade secrets to solicit business from customers of Courier Network. D.I. 11 9 12, 17,

41, 59, 60, 92. Viewing these allegations in the light most favorable to Courier Network, it is

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reasonable to infer that Airspace improperly used Courier Network’s trade secrets, which would
likely result in injury to Courier Network and enrichment to Airspace. Therefore, Courier Network
sufficiently pleads a claim for trade secret misappropriation under the DTSA and New York law.
See lacovacci v. Brevet Holdings, LLC, 437 F. Supp. 3d 367, 380 (S.D.N.Y. 2020) (“Since the
requirements are similar, courts have found that a complaint sufficiently pleading a DTSA claim .
. . also states a claim for misappropriation of trade secrets under New York law.”) (cleaned up).

B. Courier Network Fails to Sufficiently Plead Tortious Interference with a
Contract

Airspace contends that Courier Network fails to state a claim for tortious interference with
acontract. Specifically, Airspace claims that Courier Network’s allegations are conclusory, fail to
show an intentional action or harm, and provide no factual basis for the alleged damages. D.I. 13
at 17-18. “Under New York law, the elements of tortious interference with a contract are (1) the
existence of a valid contract between the plaintiff and a third party; (2) the defendant's knowledge
of the contract; (3) the defendant’s intentional procurement of the third-party’s breach of the
contract without justification; (4) actual breach of the contract; and (5) damages resulting
therefrom.” JPMorgan Chase Bank, N.A. v. 29-33 Ninth Ave., LLC, 710 F. Supp. 3d 259, 279
(S.D.N.Y. 2024).

In its FAC, Courier Network alleges and details the applicable provisions within the
confidentiality and non-solicitation agreements executed by Volpe and Duong during their
employment with Courier Network. D.I. 11 4 75, 76, 78-93. Thus, Courier Network has
adequately pled the first element - the existence of a valid contract between the plaintiff and a third
party.

With respect to the second element - defendant’s knowledge of the contract - Courier

Network alleges that it informed Airspace of its former employees’ contractual obligations. Id 1

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101. Specifically, Courier Network alleges that it notified Volpe and Airspace of Volpe’s
prohibitions against using Courier Network’s confidential information and soliciting Courier
Network’s customers. Jd. § 30. Courier Network also alleges that it had conversations with
Airspace’s counsel regarding Volpe’s agreements with Courier Network. Jd. § 32. In its Motion
to Dismiss, Airspace does not dispute or deny that it was aware of the agreements. Courier
Network thus adequately pleads the second element as to Airspace’s knowledge of Volpe’s
contract, but fails to adequately plead, or address in the FAC, Airspace’s knowledge of Duong’s
contract. Accordingly, because Courier Network fails to adequately plead the second element of
its tortious interference with a contract claim against Airspace as it relates to Duong, Airspace’s
Motion to Dismiss (D.I. 12) as it relates to Duong’s contract is granted. See, e.g., TrueSource LLC
v. Niemeyer, No. 19-4121, 2021 WL 9507721, at *4 (E.D.N.Y. Jan. 21, 2021) (finding plaintiff’s
allegation that defendant “had knowledge” of non-compete agreement insufficient to plead that
defendant had actual knowledge of the contract); Medtech Prods. Inc. v. Ranir, LLC, 596 F. Supp.
2d 778, 814 (S.D.N.Y. 2008) (“[T]he plaintiff must ‘provide specific allegations’ of the defendant’s
knowledge and cannot survive a motion to dismiss by making merely a ‘conclusory assertion’ of
knowledge.”). The Court continues with its analysis of the tortious interference with contract claim
as it pertains to Volpe.

To satisfy the third element, Courier Network must sufficiently allege that Airspace
intentionally and improperly induced Volpe to breach the confidentiality and non-solicitation
agreements with Courier Network. While allegations in a complaint should be construed liberally
to avoid dismissal of a tortious interference with a contract claim on a motion to dismiss, “a
plaintiff must support his [claim] with more than mere speculation.” Kimso Apartments, LLC v.

Rivera, 180 A.D.3d 1033, 1035, 119 N.Y.S.3d 519, 522 (N.Y. App. Div. 2020). “New York law

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emphasizes the requirement that a tortious interference with contract claimant establish that the
defendant purposefully intended to cause a contract party to breach a particular contract.” Conte
v. Emmons, 895 F. 3d 168, 172 (2d Cir. 2018). In this action, Courier Network asserts that Airspace
targets Courier Network employees, such as Volpe, by offering them “rich pay packages to move
to Airspace, where Airspace pumps them for details” on Courier Network’s trade secrets. D.I. 11
4 12. In addition, Courier Network alleges that Airspace hired Volpe to continue to work with a
specific Courier Network customer that Volpe had previously serviced while employed by Courier
Network, and thereby intentionally induce Volpe to breach his agreements. Jd. {] 59, 93. Thus,
Courier Network has adequately pled that Airspace intentionally procured Volpe’s breach of the
confidentiality and non-solicitation agreements without justification. See Aon Risk Servs. v.
Cusack, 34 Misc. 3d 1205(A), 946 N.Y.S.2d 65 (N.Y. Sup. Ct. 2011) (“With respect to an existing
contract, persuasion to breach alone, as by an offer of better terms has been sufficient to impose
liability on one who thereby interferes with performance.”) (cleaned up).

With respect to the fourth element, actual breach, Courier Network alleges that Volpe
breached his non-solicitation and confidentiality agreement with Courier Network by soliciting
Courier Network employees and customers. Specifically, Courier Network alleges that Volpe
approached a Courier Network Operations Supervisor to inquire whether the supervisor would be
interested in leaving Courier Network, in violation of his non-solicitation agreement. D.I. 11 q 33.
Additionally, Courier Network alleges that, in his capacity as an Airspace employee, Volpe met
with Courier Network’s customers to discuss their business needs, in violation of his
confidentiality and non-solicitation agreement. Id. § 41. Thus, Courier Network has adequately

pled an alleged actual breach.

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With respect to the last element, damages resulting from the breach, Courier Network fails
to sufficiently allege that it has suffered actual damages. ‘“[NJo cause of action for tortious
inducement to breach a contract arises until actual damages are sustained; nominal damages
associated with the underlying breach of contract will not stand in the stead of actual damages;
and, finally, no inference of actual damages is implicit by the facts alleged in the amended
complaint.” Kronos, Inc. v. AVX Corp., 81 N.Y.2d 90, 97, 612 N.E.2d 289, 294 (N.Y. 1993).
Courier Network alleges, in a conclusory manner with a lack of additional factual details, that “[i]n
order to counteract Volpe’s wrongful behavior on Airspace’s behalf, [Courier Network’s] Chief
Executive Officer has been traveling to visit [Courier Network’s] semiconductor customers that
worked with Volpe” and “Airspace’s tortious interference with [Courier Network’s] agreements
with [Courier Network’s] former employees caused actual damages to [Courier Network].” D.I.
11 9942, 107. Courier Network, however, fails to identify and allege any actual loss of business
or employees, lost profits, or specific damages attributable to the breach. See D.I. 11. Courier
Network’s conclusory allegations fail to satisfy the requirement that a tortious interference claim
be supported by actual, non-speculative damages. Thus, Courier Network’s claim for tortious
interference with contract is not adequately pled. Therefore, the Court grants Airspace’s Motion
to Dismiss with respect to Count II of the FAC.

V. CONCLUSION

For all the foregoing reasons, Defendant Airspace Technologies, Inc.’s Motion to Dismiss
Plaintiffs’ Amended Complaint (D.I. 12) is GRANTED-IN-PART and DENIED-IN-PART.
Specifically, Defendant’s Motion to Dismiss (D.I. 12) is granted with respect to Count II of the
FAC. Defendant’s Motion to Dismiss (D.I. 12) is denied with respect to Count I of the FAC. The

Court will issue an Order consistent with this Memorandum Opinion.

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