Barat et al v. B and S Lighting and Furniture Outlet Inc. et al

OCR transcription for search; preserved printed pages are authoritative

Case 3:25-cv-00181-JKM Document 29 _ Filed 02/13/26 Page 1 of 19

IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA

SAMEER MOHAMMAD BARAT; and_: No. 3:25cv181
B&S LIGHTING & FURNITURE INC.,_ :
Plaintiffs : (Judge Munley)
Vv.

B AND S LIGHTING AND FURNITURE :
OUTLET INC.; SOHRAB BARAT; and :
ILLUMINAIRE LIGHTING AND
FURNITURE LLC,

Defendants

MEMORANDUM

When business and family intersect, matters can become more
complicated than they initially appear. Those complications are amplified where,
as here, brothers operate multiple entities bearing closely similar names. On
January 1, 2025, Plaintiffs Sameer Barat and B&S Lighting & Furniture Inc.
(“B&S — NY”) brought a fifteen-count complaint against his brother Sohrab Barat,
B and S Lighting and Furniture Outlet Inc. (“B&S Outlet — PA”), and Illuminaire
Lighting and Furniture LLC (“Illuminaire”). (Doc. 1).

Presently before the court is defendants’ motion to dismiss, or in the

alternative, motion to stay this action pursuant to the Colorado River abstention

doctrine. (Doc. 15). Defendants also move to dismiss plaintiffs’ claim for

intentional interference with contractual relations in Count Ill as well as plaintiffs’

Case 3:25-cv-00181-JKM Document 29 _ Filed 02/13/26 Page 2 of 19

claim for trade secrets misappropriation under the Pennsylvania Uniform Trade
Secrets Act, 12 PA. CON. STAT. § 5301 et seg. (“PUTSA’”) in Count IV. (Docs. 16,
17). These motions have been fully briefed and are ripe for disposition. For the
reasons that follows, the motions will be denied.
Background

The court is tasked with comparing actions brought in federal and state
courts involving three brothers—Sameer, Sohrab, and Mohammad Bayat Barat."
For ease of disposition, the court will first address the federal action, which is
limited to a dispute between Sameer and Sohrab. On January 30, 2012, Sameer
allegedly created the entity B&S — NY. (Doc. 1, Compl. 7 12). B&S —NY sells
luxury lighting fixtures and furniture. (Id. 4] 14). On October 16, 2018, B&S — NY
registered the “B&S Lighting Inc B&S Chandeliers” trademark (the “Trademark”)
with the United States Patent and Trademark Office (“USPTO”). (Doc. 1-2, Ex.

A)2

1 These brief background facts are derived from plaintiffs' complaint. At this stage of the
proceedings, the court must accept all factual allegations in the complaint as true. Phillips v.
Cnty. of Allegheny, 515 F.3d 224, 233 (3d Cir. 2008). The court makes no determination,
however, as to the ultimate veracity of these assertions.

2 Plaintiffs attached documents and pictures concerning the Trademark and the entities
Sameer allegedly owns. (See Doc. 1, Compl., Exs. A-J). Under the law, courts may “generally
consider only the allegations contained in the complaint, exhibits attached to the complaint and
matters of public record” when deciding a Rule 12(b) motion. Pension Ben. Guar. Corp. v.
White Consol. Indus., Inc., 998 F.2d 1192, 1196 (3d Cir. 1993) (citations omitted). Where a
document is integral to or explicitly relied upon in the complaint, it may be considered without
converting a motion to dismiss for failure to state a claim into one for summary judgment under

2

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Then, on November 24, 2019, Sameer allegedly incorporated Defendant
B&S Outlet — PA as its owner and President.? (Doc. 1, Compl. 22). According
to the complaint, Sameer opened B&S Outlet — PA’s authorized bank accounts
and was the sole signatory. (Id. {J 25).

Sameer asserts that, without his knowledge or consent, Sohrab repeatedly
and fraudulently acted as the owner of B&S Outlet - PA and misappropriated the
business’s name, cash, and assets.* (Id. 27). Sameer further alleges that
Sohrab unlawfully misappropriated tens of thousands of dollars from B&S Outlet
— PA by endorsing unauthorized company checks in favor of himself and his wife.
(Id. | 28; Doc. 1-5, Ex. D).

Sameer contends that, on or about May 30, 2024, Sohrab fraudulently filed

a trade assignment cover sheet with the USPTO, unlawfully transferring

Rule 56. Doe v. Princeton Univ., 30 F.4th 335, 343 (3d Cir. 2022) (citations and internal
quotation marks omitted).

3 Although Defendant Sohrab Barat was also an incorporator of B&S Outlet — PA and initially
designated vice president, a few weeks after the business was incorporated, he informed the
business’s accountant that he did not want to be involved in same and desired to make a new
company under his own name. (Doc. 1, Compl. {J 23; Doc. 1-4, Ex. C).

4 According to Sameer, in September 2024, Sohrab, without notice or consent, fraudulently
filed articles of anendment for B&S Outlet — PA, removing Sameer as owner and president
and designating Zahid Ghaznawi as vice president. (Doc. 1, Compl. {] 29; Doc. 1-5, Ex. E).
Additionally, Sohrab, without Sameer’s consent, allegedly contacted B&S Outlet — PA’s
customers and directed them to place orders exclusively through him. (Id. [ 31). Sameer
further alleges that Sohrab created an unauthorized website falsely stating that “B&S Lighting
Inc. Chandeliers is the sole owner of the [T]rademark.” (Id. {] 32; Doc. 1-8, Ex. G).

3

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ownership of the Trademark from B&S — NY to Illuminaire, another defendant
and a company Sohrab allegedly owns.? (Id. {] 33; Doc. 1-9, Ex. H).

According to Sameer, Sohrab continues to unlawfully misappropriate and
infringe the Trademark by using it in fraudulent correspondence to customers,
displaying it on an unauthorized website, and selling counterfeit products. (Id. J
34; Doc. 1-11, Ex. J).

On April 28, 2025, defendants moved to dismiss plaintiffs’ complaint based

on the Colorado River abstention doctrine or in the alternative to stay this case

pending the resolution of state court actions in which some but not all of the
parties are involved. Defendants also move to dismiss Counts III and IV of
plaintiffs’ complaint for failure to state a claim. The parties have filed briefs in
support of their positions, bringing the case to its present posture.
Jurisdiction

Because the plaintiffs assert claims under the Lanham Act, a federal
statute, the court has jurisdiction pursuant to 28 U.S.C. § 1331. (“The district
courts shall have original jurisdiction of all civil actions arising under the

Constitution, laws, or treaties of the United States.”). The court has supplemental

5 |Iluminaire was allegedly created on May 30, 2024, the same day Sohrab fraudulently
assigned the Trademark. (Doc. 1, Compl. 4] 33; Doc. 1-10, Ex. 1).

4

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jurisdiction over plaintiffs’ state law claims pursuant to 28 U.S.C. § 1367(a).
Legal Standard

1. Colorado River Doctrine

“The Colorado River doctrine allows a federal court to abstain, either by

staying or dismissing a pending federal action, when there is a parallel ongoing

state court proceeding.” Nationwide Mut. Fire Ins. Co. v. George V. Hamilton,

Inc., 571 F.3d 299, 307 (3d Cir. 2009) (citing Colorado River Water Conservation

Dist. v. United States, 424 U.S. 800 (1976)). “The doctrine is to be narrowly

applied in light of the general principle that federal courts have a strict duty to
exercise the jurisdiction that is conferred upon them by Congress.” Nationwide

Mut. Fire Ins. Co., 571 F.3d at 307 (citation and quotation marks omitted).

The Colorado River doctrine requires a two-step inquiry. The court must

first assess whether the state and federal actions are parallel. See id. at 308. If
the actions are parallel, the court must then determine whether abstention is

appropriate by weighing the six Colorado River factors. See id.

In determining whether “extraordinary circumstances” exist, courts
consider the following factors:

(1) [in an in rem case,] which court first assumed jurisdiction
over [the] property; (2) the inconvenience of the federal forum;
(3) the desirability of avoiding piecemeal litigation; (4) the order
in which jurisdiction was obtained; (5) whether federal or state
law controls; and (6) whether the state court will adequately
protect the interests of the parties.

5

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Id. (citation omitted).

No single factor is determinative. Id. Rather, the court must carefully
balance its duty to exercise jurisdiction and the reasons for abstention, bearing in
mind that the balance is “heavily weighted in favor of the exercise of jurisdiction.”
Id.

2. Motion To Dismiss Standard
To survive a motion to dismiss, “a complaint must provide ‘a short and plain

statement of the claim showing that the pleader is entitled to relief.’ "° Doe v.

Princeton Univ., 30 F.4th 335, 341-42 (3d Cir. 2022) (quoting FED. R. Civ. P.

8(a)(2)). This means a complaint must contain sufficient factual matter, accepted

as true, to state a claim for relief that is plausible on its face. Ashcroft v. Iqbal,

556 U.S. 662, 678 (2009) (citing Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570

(2007)). Aclaim has facial plausibility when factual content is pled which allows

the court to draw the reasonable inference that the defendant is liable for the

8 Defendants briefed their Colorado River abstention argument under Rule 12(b)(1) standard of
review. (Doc. 18, Br. in Supp at 4). Nevertheless, the court applies the Rule 12(b)(6) standard
based on precedent in the Third Circuit from other district courts.

The court further notes that, when presented with the opportunity, however, the Third Circuit
has not addressed the appropriate standard for dismissal under the Colorado River doctrine
when reviewing district court decisions applying Rule 12(b)(6) in that context. See,

e.g., Arsenis v. M&T Bank, No. 24-1151, 2025 WL 88838, at *1 (3d Cir. Jan. 14, 2025) (per
curiam); Bridge v. Fogelson, 681 F. App'x 137, 138-39 (3d Cir. 2017); IFC Interconsult, AG v.
Safeguard Int'l Partners, LLC., 438 F.3d 298, 307 (3d Cir. 2006).

Case 3:25-cv-00181-JKM Document 29 _ Filed 02/13/26 Page 7 of 19

misconduct alleged. Id. (citing Twombly, 550 U.S. at 570). “Threadbare recitals
of the elements of a cause of action, supported by mere conclusory statements,
do not suffice.” Id. (citing Twombly, 550 U.S. at 555).

The court evaluates motions to dismiss using a three-step process. The

first step involves identifying the elements of each claim. Oldham v. Pennsylvania

State Univ., 138 F.4th 731, 743 (3d Cir. 2025) (citation omitted). The second
step involves reviewing the operative pleading and disregarding any formulaic
recitation of the elements of a claim or other legal conclusion, as well as
allegations that are so threadbare or speculative that they fail to cross the line

between the conclusory and factual. See Lutz v. Portfolio Recovery Assocs..,

LLC, 49 F.4th 323, 328 (3d Cir. 2022) (citations and quotation marks omitted).
The third step evaluates the plausibility of the remaining allegations. Id.

In evaluating plausibility of the plaintiffs’ allegations, the court accepts all factual

allegations as true, construes the complaint in the light most favorable to the

plaintiffs, and draws all reasonable inferences in the plaintiffs’ favor. Id. (citations

omitted).

Analysis

1. Abstention Under The Colorado River Doctrine

The threshold inquiry under the Colorado River doctrine is whether the

state-court litigation is parallel to the federal court action. See Ryan v. Johnson,

Case 3:25-cv-00181-JKM Document 29 _ Filed 02/13/26 Page 8 of 19

115 F.3d 193, 196 (3d Cir. 1997). Proceedings are generally parallel when they
involve the same parties and substantially identical claims, presenting nearly

identical allegations and issues. Kelly v. Maxum Specialty Ins. Grp., 868 F.3d

274, 284 n.8 (3d Cir. 2017). Strict identity of parties and claims is not required.
Id. Rather, the actions must be substantially similar in both issues and parties.
Id. Substantial similarity exists when the parties involved are closely related and
resolution of the issues in one action will necessarily settle the matter in the
other. Id. Accordingly, courts must compare “the state and federal action|s] as
they contemporaneously exist.” Kelly, 868 F.3d at 284.

Defendants argue here that plaintiffs’ claims in the federal action parallel
claims pending in the Luzerne County Court of Common Pleas (hereinafter

referred to as “Luzerne County |, Il, Ill, and/or IV”).” (Doc. 18, Br. in Supp. at 7-

11). Plaintiffs disagree. (Doc. 21, Br. in Opp. at 6).

’ Defendants attached to their brief in support and reply brief a trademark application, docket
sheets, complaints, deposition transcripts, and subpoenas pertaining to the state court actions.
(Docs. 15-3 — 15-9 and Docs. 24-1 — 24-3). A court “may consider an undisputedly authentic
document that a defendant attaches as an exhibit to a motion to dismiss if the plaintiff's claims
are based on the document.” Citisteel USA, Inc. v. Gen. Elec. Co., 78 F. App’x 832, 835 (3d
Cir. 2003) (quoting Pension Ben. Guar. Corp., 998 F.2d at 1196). Furthermore, where a
document is integral to or explicitly relied upon in the complaint, it may be considered without
converting a motion to dismiss for failure to state a claim into one for summary judgment under
Rule 56. Doe, 30 F.4th at 342 (citations and internal quotation marks omitted).

Plaintiffs expressly reference the Trademark and Sohrab’s fraudulent misconduct in their
complaint. Moreover, the documents related to the state court actions are a matter of public
record. Thus, the court will consider these documents while discussing the Colorado River
doctrine.

Case 3:25-cv-00181-JKM Document 29

Filed 02/13/26 Page 9 of 19

To visualize the issue, the state and federal cases, the parties involved,

and causes of actions are listed in the tables below.

Federal Action

Filed: 1/29/2025

e Sohrab Barat
e B&S Outlet — PA
e |lluminaire

Parties Claims
Plaintiffs: Count I: Conversion;
e Sameer Barat Count Il: Trespass to Chattels;
e B&S—NY Count Ill: Intentional interference
with contractual relations;
Defendants: Count IV: Misappropriation of Trade

Secrets;

Count V: Unfair Competition;
Count VI: Trademark Infringement;
Count VII: Breach of Fiduciary
Duty;

Count VIll: Removal of Directors;
Count IX: Proceedings Upon
Application of Director;

Count X: Federal Service Mark
Infringement;

Count XI: Federal Unfair
Competition and False Designation
of Origin;

Count XIl: False Advertising under
Federal Law;

Count XIll: Fraud in Representation
to USPTO under Federal Law;
Count XIV: Cybersquatting under
Federal Law; and

Count XV: Federal Trademark
Counterfeiting.

Case 3:25-cv-00181-JKM Document 29 _ Filed 02/13/26 Page 10 of 19

State Actions

Luzerne County I®

Filed: 04/30/2024

Parties Claims
Plaintiff: Sohrab Barat Declaratory judgment for the recovery of
Defendant: Sameer Barat money transferred by an employee at
B&S Outlet — PA to Sameer’s bank
account.

Luzerne County II°

Filed: 05/31/2024

Parties Claims
Plaintiff: Sameer Barat Injunctive Relief: seeking restoration of
Defendant: Q&A Barat, LLC® access to a warehouse in Pittston, PA
that was allegedly revoked by Q&A Barat
LLG.

Luzerne County III"

Filed: 06/28/2024

Parties Claims
Plaintiff: B&S Outlet — PA e Count I: Conversion; (B&S Outlet —
Defendant: Sameer Barat PA asserts ownership over the Pittston

warehouse and the inventory held
there. B&S Outlet — PA also seeks
recovery of inventory that was
removed by Sameer from the
warehouse.

8 There has been no activity on the docket for this action since May 2, 2024. (Doc. 18, Br. in
Supp at 2).

* (Doc. 15-5, Ex. C).

19 Q&A Barat, LLC is allegedly the owner and lessor of a warehouse located in West Pittston,
PA. (Doc. 15-5, Ex. C ff] 3-4).

11 Per the Luzerne County III complaint, the state court entered an order granting injunctive
relief and permitting Sameer to access the building. (Doc. 15-6, Ex. D {| 7).

10

Case 3:25-cv-00181-JKM Document 29 _ Filed 02/13/26 Page 11 of 19

Luzerne County IV‘'2

Filed: 09/20/2024

Parties Claims
Plaintiffs: e Count I: Declaratory Judgment that
e Mohammad Barat Mohammad is the sole rightful
e B&S Outlet — NY owner of B&S Outlet — NY;
Defendants: e Count Il: Conversion (defendants
e Sameer Barat unlawfully took possession of
e B&S-—NY merchandise); and
e Count Ill: Fraud (based on Sameer’s
falsely representing himself as the
founder and owner of B&S Outlet —
NY).

A comparison of the respective actions shows that some overlap. A closer
review, however, reveals that the cases do not involve the same parties and the
claims are not identical.

With respect to the parties, Plaintiff Sameer is involved in all of the state

court actions. Plaintiff B&S — NY, however, is a defendant only in Luzerne

12 According to Mohammad’s complaint in Luzerne County IV:

e Band S Lighting and Furniture Outlet Inc. (“B&S Outlet — NY”) was formed by
Mohammad in 2007, (Doc. 15-7, Ex. E ¥] 9);

e B&S —NY was created by Sameer on January 30, 2012, (Id. If] 5, 11);

e Sohrab allegedly formed B&S Outlet — PA in 2019, (Id. {] 14). It was alleged that
Sohrab did so with the blessings of his brother, Mohammad. (Id. 4] 15). Additionally,
Mohammad alleged that Sohrab received Mohammad’s permission to apply for a
trademark. (Id. {] 16).

Mohammad alleged in Luzerne County IV that defendants unlawfully took possession of
merchandise in the Pittston warehouse. He also alleged that Sameer falsely represented
himself as the founder and owner of B&S Outlet — NY. (Doc. 15-7, Ex. E). According to the
parties’ submission, this case is still ongoing.

13 B&S Outlet — NY and Mohammad are not involved in the federal action.

11

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County IV. Defendant Sohrab is a plaintiff only in Luzerne County I.'4 Defendant

B&S Outlet — PA is a plaintiff in Luzerne County III. Defendant Illuminaire is not a

party to any of the state court cases. Accordingly, the parties in the state and
federal actions are not identical.

The causes of action likewise differ. In the federal action, the issues
concern the: 1) ownership of B&S Outlet — PA and its assets; and 2) rights in the
Trademark.

In contrast, Luzerne County | concerns the recovery of funds allegedly

transferred by one of B&S Outlet — PA’s employees to Sameer’s bank account—

an issue not presented here. Luzerne County Il involves Sameer's attempt to

regain access to a warehouse allegedly revoked by Q&A Barat LLC, which is

also not at issue here. Moving to Luzerne County Ill, it centers on the ownership

of B&S Outlet — PA’s inventory, which is distinct from ownership of B&S Outlet —

PA itself and its trade secrets. Luzerne County IV involves the ownership of B&S

Outlet — NY, the Trademark, and certain warehouse inventory.’® Even though

the Trademark is also at issue in federal court, the dispute in Luzerne County IV

14 As for Sohrab’s involvement in Luzerne County Ill, the parties dispute that matter. A review
of the Luzerne County III complaint show that Sohrab’s name is nowhere to be found in the
complaint. (Doc. 15-6, Ex. D). The fact that Exhibit A to that complaint names Sohrab as a
contact name for B&S Outlet — PA is not sufficient to make him a party. (See id. at ECF p. 8).

15 In Luzerne County IV, Mohammad, a non-party to the federal action, requests the state court
to rule that Mohammad holds “the sole rightful ownership of rights over [the Trademark] to
[B&S Outlet — NY]. (See Doc. 15-7, Ex. E J 34(c)).

12

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involves Mohammad and B&S Outlet — NY, who are not parties here. Therefore,

the state and federal actions do not present identical claims.'® Univ. of Maryland

at Baltimore v. Peat Marwick Main & Co., 923 F.2d 265, 276 (3d Cir. 1991)

(‘[T]he lack of identity of all issues necessarily precludes Colorado River
abstention.”).

Although some issues appear to overlap, the parties are plainly different
and their relationships do not render the proceedings virtually identical. See

Beard v. Whittaker, No. 4:25-CV-01427, 2025 WL 3765939, at *2 n. 32 (M.D. Pa.

Dec. 30, 2025) (“[I]Jt would be an odd result for the Court to hold that one
individual defendant in the state case is an alter ego or virtually identical to
completely separate individual defendants in the federal action.”). The Third
Circuit has cautioned “against abstention only where all of the defendants in the
federal action are not also defendants in the state court action, i.e., where a
plaintiff could not bring in her state court case all claims asserted in the federal

action.” Allen v. Youth Educ. Servs. of PA, LLC, No. CIV.A. 12-4269, 2013 WL

1334195, at *5 (E.D. Pa. Apr. 2, 2013) (citing Trent v. Dial Med. of Fla., Inc., 33

16 Luzerne County Il, Ill, and IV are assigned to the Honorable Richard M. Hughes, III. (Doc.
24-1 at ECF pp. 1-8). Second, Judge Hughes did consolidate the Luzerne County II and Ill
and addressed them together on or about July 16, 2024. (Doc. 21, Br. in Opp. at 2; Doc. 15-7,
Ex. E at ECF p. 15). However, this has no bearing on the Colorado River analysis.

13

Case 3:25-cv-00181-JKM Document 29 _ Filed 02/13/26 Page 14 of 19

F.3d 217, 224 & n.6 (3d Cir. 1994)). Accordingly, the state and federal actions
are not parallel.

Even assuming the state and federal proceedings were parallel, the court
would nonetheless conclude that “extraordinary circumstances” are not present

to warrant abstention. Nationwide Mut. Fire Ins. Co., 571 F.3d at 307—08 (quoting

Spring City Corp. v. Am. Bldgs. Co., 193 F.3d 165, 171 (3d Cir. 1999)).

Several of the Colorado River factors can be addressed briefly.!” The first

factor—which court first assumed jurisdiction over property in an in rem case
action—weighs against abstention. Ryan, 115 F.3d at 196. The instant case
concerns the ownership of B&S — PA and the Trademark, not items located in the
Pittston warehouse that are at issue in state court in Luzerne County. Although

Luzerne County IV also involves the ownership of the Trademark, that case

includes parties who are not named in this federal action. Thus, the District Court
for the Middle District of Pennsylvania first exercised jurisdiction over the
property relevant here.

The parties agree that the second factor, the inconvenience of the federal
forum, is neutral. (Doc. 18, Br. in Supp at 11; Doc. 21, Br. in Opp. at 10). So in

next turning to the third factor, that considers the desirability of avoiding

17 |t is important to keep in mind that no single factor is determinative; rather, “the balancing of
factors is heavily weighted in favor of the exercise of jurisdiction.” Nationwide Mut. Fire Ins. Co.
v. George V. Hamilton, Inc., 571 F.3d 299, 308 (3d Cir. 2009).

14

Case 3:25-cv-00181-JKM Document 29 _ Filed 02/13/26 Page 15 of 19

piecemeal litigation. This factor favors abstention only where “there is evidence
of a strong federal policy that all claims should be tried in the state courts.” Ryan,
115 F.3d at 197-98. “[T]he mere possibility of piecemeal litigation” fails to meet
this test. Id. at 198. Defendants point to no strong federal policy that the instant
issues should be tried in state courts. Accordingly, this factor does not favor
abstention.

The fourth factor, the order in which jurisdiction was obtained, weighs in
favor of abstention as the state actions were filed first and some have progressed
further than the federal case.'® The fifth factor—whether federal or state law
controls—the complaint asserts claims under the Lanham Act and Pennsylvania
law. This factor is therefore neutral at best and likely weighs against abstention.

As for the sixth factor, “the question whether parties' interests are protected
is only relevant when they are not; that is, when the state court is adequate, this

factor carries little weight.” Capriotti v. Rockwell, No. CV 19-3136, 2020 WL

12630541, at *5 (E.D. Pa. Jan. 7, 2020) (citing Spring City Corp., 193 F.3d at

18 Based on the parties’ submissions, the state court consolidated Luzerne County II and Ill,
conducted a final hearing regarding the matters, and concluded, in pertinent part, that Sameer,
either individually or through his New York companies owned all of the merchandise located at
the warehouse. (See Doc. 21, Br. in Opp. at 2; see also Doc. 15-7, Ex. E at ECF pp. 15-21).

Luzerne County II and III remain pending. (Doc. 24, Reply Br. at 1; Doc 24-1 at ECF pp. 3-4, 5-
6; and Doc. 24-2).

15

Case 3:25-cv-00181-JKM Document 29 _ Filed 02/13/26 Page 16 of 19

172). Given that neither party argues or presents evidence that the state court
would inadequately protect their interests, this factor is neutral.
In sum, the federal and state actions are not parallel. Even assuming they

were, the majority of the six Colorado River factors are either neutral or weigh

against abstention. Abstention under the Colorado River doctrine is thus

unwarranted and defendant’s motion to dismiss on that basis will be denied.

2. Tortious Interference

Count Ill of plaintiffs’ complaint asserts a state law cause of action for
tortious interference with contractual relations. (Doc. 1, Compl. {[] 39-43).
Defendants argue that Count III should be dismissed because plaintiffs have not
pleaded the necessary facts to support such a claim.’ (Doc. 19, Br. in Supp. at
3-6). Plaintiffs argue that the motion to dismiss should be denied.

To properly state a cause of action for intentional interference with
prospective contractual relations under Pennsylvania Law, the plaintiffs’
complaint must allege: 1) a prospective contractual relationship between

plaintiffs and a third party; 2) a purpose or intention to harm plaintiffs by

18 Defendants argue that plaintiffs’ complaint lacks the required specificity because plaintiffs
have not produced any documentation, or stated specific facts, to support their claim. (Doc. 19,
Br. in Supp. at 6). Defendants also argue that plaintiffs did not produce any documentation to
support their claim of legal damages. (Id.) Those argument are not persuasive because at this
stage of the proceedings, plaintiffs must only describe “enough facts to raise a reasonable
expectation that discovery will reveal evidence of’ [each] necessary element” of the claims
alleged in the complaint. Phillips, 515 F.3d at 234 (quoting Twombly, 550 U.S. at 556.

16

Case 3:25-cv-00181-JKM Document 29 _ Filed 02/13/26 Page 17 of 19

preventing that relationship from occurring; 3) the absence of privilege or
justification with respect to defendants’ conduct; and 4) the occurrence of actual

harm or damage to plaintiffs resulting from defendants’ conduct. Orange Stones

Co. v. City of Reading, 87 A.3d 1014, 1025 (Pa. Commw. Ct. 2014).

Here, plaintiffs allege in the complaint that:

31. Defendant Sohrab Barat has illegally, fraudulently and
without Sameer Barat’s consent contacted Sameer Barat’s
and/or [B&S — PA’s] business clients, which Sameer
Barat’s and/or [B&S — PA] have contracts with, and held
himself out as the sole owner of [B&S — PA], directing them
to contact him only to place orders and stating that he owns
the only existing and operating B and S Lighting company.

40. [B&S — PA] and/or Sameer Barat had contractual
relationships with various third-party clients.

41. Defendants intentionally harmed [B&S — PA] and/or
Sameer Barat by interfering with their contractual
relationships.

42. Defendants had no privilege or justification for the
interference.

43. [B&S — PA] and/or Sameer Barat sustained damages
from Defendants’ conduct.

(Doc. 1, Compl. ff] 40-43).
Those are sufficient allegations to defeat a motion to dismiss. As set forth
above, the actual or prospective business relationships that Sameer alleges is

his relationships with his and (allegedly) his entity's clients. Due to Sohrab’s

is

Case 3:25-cv-00181-JKM Document 29 _ Filed 02/13/26 Page 18 of 19

actions, Sameer and B&S — PA allegedly sustained damages. Accordingly, the
motion to dismiss Count III will be denied.

3. Misappropriation Of Trade Secrets

Defendants also move to dismiss plaintiffs’ claim for misappropriation of
trade secrets under Count IV. (Doc. 16). A claim under PUTSA requires a
plaintiff to show that: (1) the plaintiff owned a trade secret, (2) the defendant
acquired knowledge that trade secret in circumstances giving rise to a duty to
protect its confidentiality, and (3) the defendant disclosed or used the trade

secret without the plaintiff's consent. Bimbo Bakeries USA, Inc. v. Botticella, 613

F.3d 102, 110 (3d Cir. 2010) (citing 12 PA. CONS. STAT. § 5302).

Defendants argue that plaintiffs’ complaint lacks the required specificity
because plaintiffs have not produced any documentation or stated specific facts
to identify the existence of a trade secret with which misappropriation occurred.
(Doc. 20, Br. in Supp. at 5). Defendants further argue that plaintiffs failed to
produce any documentation to support their claim of legal damages. (Id.)

On the other hand, plaintiffs contend they have adequately alleged that
Sohrab, a former incorporator and officer of B&S — PA, owed a duty to maintain
the confidentiality of the company’s customer list. (Doc. 22, Br. in Opp. at 3).
Plaintiffs further assert that Sohrab now openly, fraudulently, and unlawfully

holds himself out as the sole owner of B&S — PA and uses the customer list

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~ Case 3:25-cv-00181-JKM Document 29 Filed 02/13/26 Page 19 of 19

without any authority or consent from the company’s true owner and President,
Sameer Barat. (Id.)

After careful review, the court concludes that plaintiffs have sufficiently
pleaded their misappropriation of trade secrets claim. Whether a customer list
ultimately constitutes a trade secret remains a factual question for resolution

following the close of discovery. See, ¢.g., Super Cool Prods., Inc. v. Boehringer

Lab'ys, LLC, No. CV 24-5158, 2025 WL 2811528, at *8 (E.D. Pa. Sept. 30, 2025)

(“given the inherently sensitive nature of trade secrets, extensive descriptions of
the purported trade secret are not necessary at the pleading stage but rather
appropriate at the time of fact-intensive proceedings, such as an injunction

hearing’); see also Synthes, Inc. v. Emerge Med., Inc., No. CIV.A. 11-1566, 2012

WL 4205476, at *27 (E.D. Pa. Sept. 19, 2012) (colleting cases) (“Whether
information rises to the level of a trade secret under PUTSA is a question of fact
not appropriate for resolution on a motion to dismiss.”). Therefore, defendants’
motion to dismiss Count IV of the plaintiffs’ complaint will be denied.
Conclusion

For the reasons set forth above, the defendants’ motions will be denied.

An appropriate order follows.

Date: 6 / wa

JUDGE JULIA K. MUNLEBY
United States District Court

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