Ecolab Inc. et al v. IBA, Inc. et al

1
UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
)
ECOLAB INC. and ECOLAB USA INC., )
Plaintiffs, )
)
v. ) Civil No. 4:24-CV-40107
)
IBA, INC. and WEBCO CHEMICAL )
CORPORATION, )
Defendants. )
)
ORDER ON DEFENDANTS’ MOTIONS TO DISMISS [ECF. Nos. 27, 30]
GUZMAN, J.
This is a trade secrets action where Plaintiffs, Ecolab Inc. and Ecolab USA Inc.
(collectively “Ecolab” or “Plaintiffs”), assert that Defendants, IBA, Inc. (“IBA”) and Webco
Chemical Corporation (“Webco”) misappropriated trade secrets and confidential information
related to acidified sodium chlorate bovine teat-dip products. Ecolab filed this four-count lawsuit
against the Defendants for misappropriation of trade secrets under the Defend Trade Secrets Act
(“DTSA”), 18 U.S.C. § 1836 et seq. and the Massachusetts Uniform Trade Secrets Act
(“MUTSA”), unfair competition in violation of Mass. Gen. Laws ch. 93A, §§ 2, 11, and common
law breach of contract. [See Compl., ECF No. 1].
Defendants IBA and Webco move to dismiss pursuant to Fed. R. Civ. P. 12(b)(6), relying
on three main arguments: (1) that the Plaintiffs are claim splitting between Massachusetts and a
pending Minnesota action, (2) that the claims fail due to insufficient pleading, and (3) that the
Massachusetts state claims are pre-empted by the trade secrets statutes brought in this case. [See
ECF Nos. 27, 30]. Having carefully considered the pleadings filed in Massachusetts and
Case 4:24-cv-40107-MRG Document 57 Filed 11/17/25 Page 1 of 15

2
Minnesota,1 oral argument, and the applicable law, for the reasons stated below, the Court
GRANTS Defendants’ Motions to Dismiss. [ECF Nos. 27, 30].
I. BACKGROUND
The following relevant facts are taken primarily from the allegations in Plaintiffs’
Complaint and are accepted as true for purposes of this motion. Ruivo v. Wells Fargo Bank, N.A.,
766 F.3d 87, 90 (1st Cir. 2014) (explaining that a reviewing court "must separate the complaint’s
factual allegations (which must be accepted as true) from its conclusory legal allegations (which
need not be credited)."). All plausible inferences are made in Plaintiff’s favor. Id.
A. Relevant Facts
Ecolab, IBA, and Webco are corporations which provide products and services to the dairy
industry. At the core of this case are Ecolab’s acidified sodium chlorite (“ASC”) teat dip products.
[Compl. ¶ 1]. Ecolab, and its predecessor-in-interest Alcide Corporation (“Alcide”), developed,
manufactured, and tested these ASC teat dip products over many years. [Id. ¶ 2]. As many large
corporations do, Ecolab contracted with other businesses to support the manufacture and
distribution of their products. Beginning in 2002, Ecolab contracted via license agreement with
Defendant IBA to distribute Ecolab ASC teat dip products (“Covered Products”). [See id. ¶ 25-
27]. Under this agreement, Ecolab authorized IBA to “make, have made, use, sell, and import” its
ASC products using its patent and trademark rights, “trade secrets, technical reports and
proprietary data.” [Id. ¶ 81; ECF No. 1-1 §§ 1.5-2.1]. IBA pursuant to the license agreement with
1 This Court may consider “facts that are matters of public record or otherwise susceptible to
judicial notice.” Cruz-Arce v. Mgmt. Admin. Servs. Corp., 19 F.4th 538, 543 (1st Cir. 2021).
Proceedings in other courts may be subject to judicial notice, particularly in actions where
Defendants bring arguments of res judicata or claim-splitting. Kowalski v. Gagne, 914 F.2d 299,
305 (1st Cir. 1990) ("It is well-accepted that federal courts may take judicial notice of proceedings
in other courts if those proceedings have relevance to the matters at hand.").
Case 4:24-cv-40107-MRG Document 57 Filed 11/17/25 Page 2 of 15

3
Ecolab used Defendant Webco as a third-party to manufacture teat dip products for Ecolab.
[Compl. ¶¶ 3, 29; ECF No. 1-1 § 2.5; ECF No. 1-4 § 2.1]. Webco, as a third-party manufacturer,
was under “the same confidentiality provisions agreed to by IBA.” [Compl. ¶¶ 3]. This licensing
agreement was renewed four times, ultimately lapsing on May 31, 2019. [Compl. ¶ 78; ECF No.
1-5]. For the majority of this contractual relationship, Ecolab’s ASC teat dip products were under
patent protection. [ECF No. 1-1]. In 2022, after two-and-a-half years of negotiations between
Ecolab and IBA regarding the lapsed licensing agreement, and after the patent’s expiration, Webco
began manufacturing and IBA began distributing competitive ASC teat dip products (“Non-
Covered Products”). [Compl. ¶ 4; ECF No. 1-5].
i. Trade Secrets
In support of its trade secrets claims, Ecolab asserts that over the years, it has invested
significant time and effort into developing, improving, and perfecting its ASC teat dip products
and the methods of manufacturing. [Id. ¶ 18]. These efforts were time-intensive, often taking
approximately three to four years to bring a product to market. [Id. ¶ 20]. The “Ecolab Trade
Secrets,” include the following:
[P]roduct specifications for and methods of manufacture of ASC teat dip products;
specifications for raw materials used in the manufacture of ASC teat dip products;
the sources and vendors of raw materials used in the manufacture of ASC teat dip
products; test methods and testing specifications used in connection with the
manufacture and testing of ASC teat dip products; batch specifications, batch cards,
and historical batch testing statistical results relating to ASC teat dip products;
packaging specifications for ASC teat dip products; the selection, importance, and
benefits of using certain materials and methods in the manufacture of ASC teat dip
products; and bills of materials and commercialized formulas related to the
manufacture of ASC teat dip products.
[Compl. ¶ 21]. Ecolab claims that it has taken reasonable steps to maintain the confidential nature
of these Trade Secrets, including:
Case 4:24-cv-40107-MRG Document 57 Filed 11/17/25 Page 3 of 15

4
[R]equiring employees to sign confidentiality agreements, requiring visitors to sign
in and out and be escorted through the premises, restricting access to certain
portions of the buildings to certain employees, restricting the use of cameras and
other recording devices while on the premises, and requiring independent
contractors and partners to sign nondisclosure agreements.
[See Compl. ¶¶ 22, 48, 60]. Ecolab alleges that IBA and Webco used the Ecolab Trade Secrets in
connection with the development, formulation, validation, testing, and manufacture of non-Ecolab
ASC teat dip products. [Id. ¶¶ 32-36]. It asserts that at the time of the non-covered product
development, the Defendants had in their possession the Ecolab Trade Secrets and Webco was
simultaneously manufacturing Ecolab ASC teat dip products in violation of their previous
licensing agreement. [Id. ¶ 39]. The parties assert that these non-Ecolab products were sold as early
as January 2022 and now directly compete with Ecolab products. [Id. ¶¶ 40-43, 45].
B. Procedural History
This legal dispute began in the District of Minnesota in February 2022 when Ecolab
discovered that IBA was selling non-covered ASC teat dip products and filed suit. [Id.]; see Ecolab
Inc. et al. v. IBA, Inc. et al., No. 22-cv-00479-ECT-DTS (D. Minn.) (“Minn. Action”), ECF No.
1. In the Minn. Action, Ecolab alleged six counts including breach of contract, misappropriation
of trade secrets under the DTSA, misappropriation of trade secrets under the Minnesota Uniform
Trade Secrets Act, trademark infringement, federal unfair competition, and unfair competition
under Minnesota law. Minn. Action, ECF No. 1. In April 2023, after opposition briefing and oral
argument, the Minnesota court granted Ecolab leave to amend its complaint to expand the temporal
scope of the complaint and to include Webco Inc. and Custom Chemical Formulators, Inc.
(“Custom Chemical”) as defendants. See Minn. Action, ECF Nos. 47-57, 60-61. Webco and
Custom Chemical were later dismissed from the action on personal jurisdiction grounds. Minn
Action, ECF No. 179. In October 2023, Ecolab filed a Motion to Compel against IBA asserting
Case 4:24-cv-40107-MRG Document 57 Filed 11/17/25 Page 4 of 15

5
that the corporate defendant was engaging in delay tactics and refusing to provide documents on
the non-covered ASC product development. Minn. Action, ECF No. 180. Ecolab sought to compel
IBA to provide “three categories of discovery: (1) requests related to IBA’s Non-Covered
Products, (2) documents in the possession, custody, or control of Webco and Custom Chemical;
and (3) supplementation of responses required under the rules.” Minn. Action, ECF No. 247 at 5.
IBA argued it provided the information relevant to the marketing and initial sales of the Non-
Covered Products at issue but argued that discovery of the development and manufacturing of
these products were “competitively sensitive and outside the scope of claims pleaded in the
Amended Complaint.” Id. at 6. After oral argument before the Magistrate, Magistrate Judge
Schultz granted the motion in part and denied in part. Id. at 7.
Magistrate Judge Schultz determined that Ecolab was “judicially estopped” from claiming
that the Amended Complaint “intended to allege IBA misappropriated Ecolab’s trade secrets by
developing and manufacturing Non-Covered Products too.” Id. at 12. In other words, the
Magistrate determined that Ecolab’s allegations in the Amended Complaint did not include the
development and manufacture of IBA products, therefore, Ecolab was not entitled to discovery on
that topic. The Magistrate read the Amended Complaint narrowly, relying on the pleadings and
oral arguments of the parties for the motion to amend. Id. Ecolab submitted objections to the
Magistrate’s determination, claiming that his order was beyond a mere discovery issue but
ultimately a dispositive action precluding claims of trade secret misappropriation for IBA products
in its case. Minn. Action, ECF No. 264. On July 17, 2024, the District Judge affirmed the
Magistrate’s limitation of discovery, determining that Ecolab’s Amended Complaint did “not
assert a claim based on IBA’s development or manufacture of its own teat-dip products.” Minn.
Action, ECF No. 287 at 2.
Case 4:24-cv-40107-MRG Document 57 Filed 11/17/25 Page 5 of 15

6
Ecolab subsequently filed a separate action in this Massachusetts District Court against
IBA and Webco on August 14, 2024, pursuing claims of trade secret misappropriation and breach
of contract related to the non-covered ASC products or “IBA products” – the very products on
which the Minnesota court precluded discovery. [Compl.] After several extensions, Webco and
IBA filed their Motions to Dismiss under Rule 12(b)(6). [ECF Nos. 27, 30]. Ecolab opposed both
motions and the parties filed their respective replies and sur-replies on the motions. [ECF Nos. 34,
35, 38, 39, 43]. The Court heard oral argument on the motions on June 10, 2025, [ECF No. 45],
and subsequently implemented a stay for the parties to pursue the action in Minnesota. At a status
conference on October 9, 2025, Ecolab requested the Court lift the stay in part because a delay in
discovery may preclude Plaintiff from a necessary deposition of a previous executive of Webco
who had reportedly been suffering medical complications. [ECF No. 49]. This Court lifted the stay
to address the pending motions to dismiss. [ECF No. 50].
II. LEGAL STANDARDS
To survive a motion to dismiss under Fed. R. Civ. P. 12(b)(6), a complaint "must contain
sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face.'"
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544,
570 (2007)). "The plausibility standard is not akin to a 'probability requirement,' but it asks for
more than a sheer possibility that a defendant has acted unlawfully." Id. (quoting Twombly, 550
U.S. at 556). When deciding a 12(b)(6) motion to dismiss, a court must "accept the truth of all
well-pleaded facts and draw all reasonable inferences therefrom in the pleader’s favor." Grajales
v. P.R. Ports Auth., 682 F. 3d 40, 44 (1st Cir. 2012). "The relevant inquiry focuses on the
reasonableness of the inference of liability that the plaintiff is asking the court to draw from the
facts alleged in the complaint." Ocasio-Hernandez v. Fortuno-Burset, 640 F.3d 1, 13 (1st Cir.
Case 4:24-cv-40107-MRG Document 57 Filed 11/17/25 Page 6 of 15

7
2011). "[W]here the well-pleaded facts do not permit the court to infer more than the mere
possibility of misconduct, the complaint has alleged—but it has not 'show[n] '—that the pleader is
entitled to relief." Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009) (quoting Fed. R. Civ. P. 8(a)(2)).
III. DISCUSSION
A. Claim splitting allegation made by IBA.
Defendants IBA and Webco argue that there is substantial overlap and nearly identical
allegations asserted in the proceedings in Minnesota as introduced to this Court, amounting to
improper claim splitting. Defendants argue that Ecolab is attempting to attain a “second bite at the
apple,” for its denied motion to compel regarding IBA product development. [ECF No. 38 at 5].
Ecolab opposes these allegations, arguing that the claims in each court are materially different
because the Massachusetts action is focused on the IBA products, and the Minnesota action is
focused on Ecolab products. [ECF No. 35 at 6]. Ecolab attests that it has the right to pursue its
claims against the parties misappropriating its trade secrets.
The First Circuit has described the claim-splitting doctrine as "one application of the
general doctrine of res judicata," or claim preclusion. Sutcliffe Storage & Warehouse Co. v. United
States, 162 F.2d 849, 852 (1st Cir. 1947); Hartsel Springs Ranch of Colo., Inc. v. Bluegreen Corp.,
296 F.3d 982, 986 (10th Cir. 2002) ("[R]ecent cases analyze claim-splitting as an aspect of res
judicata."). In Massachusetts,
[c]laim preclusion applies if (1) the earlier suit resulted in a final judgment on the
merits, (2) the causes of action asserted in the earlier and later suits are sufficiently
identical or related, and (3) the parties in the two suits are sufficiently identical or
closely related.
Case 4:24-cv-40107-MRG Document 57 Filed 11/17/25 Page 7 of 15

8
Airframe Sys. v. Raytheon Co., 601 F.3d 9, 14 (1st Cir. 2010) (citing Sutliffe v. Epping Sch. Dist.,
584 F.3d 314, 329 (1st Cir. 2009); Negron-Fuentes v. UPS Supply Chain Solutions, Inc., 532 F.3d
1, 10-11 (1st Cir. 2008); Apparel Art Int’l v. Amertex Enters., 48 F.3d 576, 583-84 (1st Cir. 1995)).
The Tenth Circuit has articulated that "the test for claim splitting is not whether there is
finality of judgment, but whether the first suit, assuming it were final, would preclude the second
suit." Katz v. Gerardi, 655 F.3d 1212, 1218 (10th Cir. 2011); see also Brady v. UBS Fin. Svc.,
Inc., 538 F.3d 1319, 1327 n.10 (10th Cir. 2008) ("The first suit need not reach final judgment
before a motion to dismiss based on improper claim splitting can be granted."). Claim splitting is
viewed as a district court’s obligation to manage its docket efficiently, "whereas res judicata
focuses on protecting [the] finality of [court] judgments." Katz, 655 F.3d at 1218. However, both
procedural limitations "serve the same interests of promoting judicial economy and shielding
parties from vexatious concurrent and duplicative litigation." Id.
In a claim splitting action, the two prongs a court must analyze are (1) whether the causes
of action asserted are sufficiently identical or related, and (2) whether the parties in the two suits
are sufficiently identical or related. Hatch v. Trail King Indus., 699 F.3d 38, 45 (1st Cir. 2012).
Whether an action is duplicative of another depends on whether the "claims, parties, and available
relief do not significantly differ between the two actions." Serlin v. Arthur Andersen & Co., 3 F.3d
221, 223 (7th Cir. 1993). When claim splitting occurs, a district court may "stay the second suit,
dismiss it without prejudice, enjoin the parties from proceeding with it, or consolidate the two
actions." Curtis v. Citibank, N.A., 226 F.3d 133, 138 (2d Cir. 2000).
i. The Causes of Action are sufficiently related
In the First Circuit, courts follow a transactional approach in a claim-splitting analysis "to
determine whether causes of action are sufficiently related." Labranch v. United States Liberty Ins.
Case 4:24-cv-40107-MRG Document 57 Filed 11/17/25 Page 8 of 15

9
Co., 786 F. Supp. 3d 262, 276 (D. Mass. 2025) (citing Mass. Sch. of L. at Andover, Inc. v. Am.
Bar Ass’n, 142 F.3d 26, 38 (1st Cir. 1998)). A party may bring a single cause of action through
different claims under federal statutes, state statutes, or the common law; however, if the "different
theories of recovery, howsoever prolific, derive from the same cause of action, the requisite
identity is achieved if . . . all such theories concern 'the same operative nucleus of fact.'" Kale v.
Combined Ins. Co., 924 F.2d 1161, 1166 (1st Cir. 1991) (citing Lovely v. Laliberte, 498 F.2d 1261,
1263 (1st Cir. 1974)). If the claims asserted in a pending action and the current action, are
"sufficiently related, that is if they were founded upon the same transaction, arose out of the same
nucleus of operative facts, and sought redress for essentially the same basic wrong, the two suits
advance[] the same cause of action notwithstanding any differences in remedies sought or theories
of recovery pleaded." Kale, 924 F. 2d at 1166. Therefore, the inquiry of whether "the causes of
action arise out of a common nucleus of operative facts . . . is whether the facts are related in time,
space, origin, or motivation." Labranche, 786 F. Supp. 3d at 276 (citing Salvati v. Fireman's Fund
Ins. Co., 368 F. Supp. 3d 85, 94 (D. Mass. 2019)).
Here, Ecolab asserts that the two actions “pertain to two entirely different wrongs based on
distinct operative facts.” [ECF No. 35 at 6]. Ecolab argues that the same products are not at issue
between the two cases. Ecolab differentiates the Minnesota action as an issue of “Ecolab Products”
versus the Massachusetts action as “IBA products.” [Id.] According to Ecolab, the Minnesota
action focuses on the Ecolab products that were manufactured and distributed after the license
agreement, and the fact that IBA products were manufactured and distributed while the defendants
had access to Ecolab’s Trade Secrets, in breach of the one-year notice and noncompete provision
of the licensing agreement between IBA and Ecolab. [Id. at 6]. The Minnesota action is also
focused on the marketing and sale of the IBA products.
Case 4:24-cv-40107-MRG Document 57 Filed 11/17/25 Page 9 of 15

10
Ecolab argues that the Massachusetts action is materially different because it asserts that
IBA and Webco used Ecolab Trade Secrets in the development, manufacturing, and distribution of
IBA products. [Id. at 3]. Ecolab states that due to the products’ rapid market release the Defendants
must have developed and manufactured these products using the Ecolab Trade Secrets. [See
Compl. ¶ 44].
Ecolab additionally argues that the facts asserted in this Court are sufficiently distinct to
the Minnesota case because the Magistrate determined that those facts are “so unrelated [that] they
cannot even be the subject of discovery,” in the Minnesota action. [ECF No. 35 at 1]. This Court
does not read the Magistrate’s opinion to discount any and all relevance to those claims. Looking
to the Magistrate’s Order, it is clear that he narrowed the scope of discovery because “the Amended
Complaint challenged only IBA’s marketing and selling of non-Ecolab-branded products, not its
manufacturing or development of them.” Minn. Action, ECF No. 287 at 9. The Magistrate Judge
did not make any determinations of whether a claim against IBA for the development of their
products could be related to this action, only that Plaintiff did not adequately plead the issue in its
Amended Complaint, motion to amend, or motion hearing on the issue, and was therefore not
entitled to discovery on it. Id.2
2 “As originally pleaded, Ecolab’s misappropriation claim related only to Covered Products.
Though the section Ecolab added to the Complaint uses ‘products,’ instead of specifying ‘Covered’
or ‘Non-Covered’ products, Ecolab’s representation to the Court confines this reference to Covered
Products. Ecolab assured the Court that its Amended Complaint ‘cover[ed] the same set of Ecolab
products’ and ‘d[id] not add any new claims,’ but ‘merely expand[ed] the temporal scope of [its]
claims that are already a part of the case.’” Minn. Action, ECF No. 247 at 12 (citing ECF No. 204
at 6).
“To the extent Ecolab now argues that it intended to expand its misappropriation claim to
include Non-Covered Products and that its use of the word “products” (as opposed to “Covered
Products”) was meant to convey that intent, it is contrary to the express representation Ecolab
made to this Court and the Court finds the argument unpersuasive.” Minn. Action, ECF No. 247
at 12 n. 7.
Case 4:24-cv-40107-MRG Document 57 Filed 11/17/25 Page 10 of 15

11
The claims in the Minnesota action and the Massachusetts action undisputedly arise out of
a common nucleus of operative facts, as “the facts are related in time, space, origin, or motivation.”
Labranche, 786 F. Supp. 3d at 276 (citing Mass. Sch. of L. at Andover, 142 F.3d at 38). Both
lawsuits stem from the same license agreement and potential breach of contract; both cases cover
the temporal scope of the parties’ relationship between 2002 and 2022; Ecolab asserts that the
exact same trade secrets (verbatim between complaints) are at issue in this case; and finally, the
original filing of the Minnesota action was catalyzed by the sale of the same products which are in
dispute in the Massachusetts action. See Airframe Sys., 601 F. 3d at 15 (holding that claims which
arose “from the same common core facts and in the same time frame” share a common nucleus of
operative facts.). The Minnesota action’s denial of Ecolab’s motion to compel regarding the
manufacture and development of IBA products has no bearing on this Court’s determination that
the claims are sufficiently related to constitute claim splitting. As the overlapping facts articulated
above demonstrate, the claims in the Minnesota action are aligned in “time, space, origin, or
motivation” with the claims in this case. Labranche, 786 F. Supp. 3d at 276 (citing Mass. Sch. of
L. at Andover, 142 F.3d at 38).
ii. The parties are sufficiently related.
In this case, as in Minnesota, Ecolab is the Plaintiff and IBA is named as a defendant. What
differs in this action is that the Massachusetts court may properly exercise personal jurisdiction
over Webco as a defendant.
Res judicata prohibits claim splitting by "parties to an original action and those in privity
with such parties." Doe v. Urohealth Sys., 216 F.3d 157, 161 (1st Cir. 2000). In litigation, "party"
is "one by or against whom a lawsuit is brought." Smith v. Bayer Corp., 564 U.S. 299, 313 (2011)
(cleaned up). In the First Circuit, "privity is a sufficient but not a necessary condition for a new
Case 4:24-cv-40107-MRG Document 57 Filed 11/17/25 Page 11 of 15

12
defendant to invoke a claim preclusion defense," as "claim preclusion applies if the new defendant
is 'closely related to a defendant from the original action – who was not named in the previous
lawsuit.'" Airframe Sys., 601 F.3d at 17 (citing Negron-Fuentes, 532 F. 3d at 10 (collecting cases));
In re El San Juan Hotel Corp., 841 F.2d 6, 10-11 (1st Cir. 1988) (holding that the new defendant,
an alleged co-perpetrator of the financial harms litigated in the first lawsuit, had a sufficiently close
relationship to the original defendant so as to invoke claim preclusion as a defense). A non-party
to the original suit, "may be bound by [the] prior judgment if that party substantially controlled or
[was] represented by a party to the original action." Urohealth Sys., 564 U.S. at 162 (quoting Com.
Union Ins. Co. v. Pelchat, 727 A.2d 676, 680 (R.I. 1999)). To determine privity, "courts often look
to the commonality of their interest in the matter." Urohealth Sys., 564 U.S. at 162.
Although Ecolab in this suit "changes the causes of action and adds new parties as
Defendants, 'the conduct that underbraces the two sets of claims is strikingly similar in time, space,
origin, and motivation.'" Labranche, 786 F. Supp. 3d 262, 276 (D. Mass. 2025). IBA is a named
defendant in both actions. Id. (holding that "the analysis regarding the identity of the parties
requires minimal examination," because the defendant is clearly named in both suits.)
The doctrine of claim preclusion "requires [a party] to live with [its strategic] choices."
Airframe Sys., Inc., 601 F.3d at 11. Ecolab chose to file this case in Minnesota, even though it
knew that IBA was incorporated and had its principal place of business in Massachusetts, [Compl.
¶ 8]; Minn. Action, ECF No. 61, and that Webco was a third-party manufacturer for its products
and is also incorporated and has its principal place of business in Massachusetts. [Compl. ¶ 10;
ECF No. 1-1, §§ 2.2, 2.5]. It is foreseeable that, in an action alleging the improper manufacture
and distribution of corporate products, that the suit may include the product’s manufacturer.
Case 4:24-cv-40107-MRG Document 57 Filed 11/17/25 Page 12 of 15

13
Webco from the beginning of the Minnesota suit, and even after dismissal, remains a
relevant party in the action. A year after the suit was filed in Minnesota, and within the period
specified in the parties’ Scheduling Order, Ecolab moved for leave to amend its complaint to
include Webco. Minn. Action, ECF No. 49. In the motion to amend, Ecolab noted that Webco was
a contract manufacturer of the products at issue in the case against IBA, and stated that throughout
the discovery process, Ecolab submitted formal discovery requests in the form of subpoenas to
Webco for information on the matter. Id. at 3. It also asserted that Webco had received Ecolab’s
termination letter on January 6, 2022. Id. Webco, after dismissal, remains involved in the
Minnesota action as a third party in the discovery process. [ECF No. 28 at 4]. These facts persuade
the Court that Webco is sufficiently related to the Minnesota action and not some unrepresented
actor in this legal battle.
Defendant Webco’s addition to this action does not cure the reality that these cases are
intertwined in fact and in potential liability. Consequently, Webco’s addition does not defeat the
claim splitting analysis.3 Defendant Webco’s dismissal from the Minnesota suit for lack of
personal jurisdiction does not allow Ecolab to refile this controversy in Massachusetts against both
parties, particularly when Ecolab strategically chose Minnesota and could have filed suit in
Massachusetts from the beginning. See United Elec., Radio & Mach. Workers v. 163 Pleasant Str.
Corp., 960 F.2d 1080, 1088-89 (1st Cir. 1992).
3 "Logic suggests that the doctrine [of claim preclusion] can achieve its goals only if its preclusive
effects occasionally can reach persons who, technically, were not parties to the original action. The
pitfalls of a more mechanical rule are obvious; making party status a sine qua non for the operation
of res judicata opens the door to countless varieties of manipulation, including claim splitting, suits
by proxy, and forum shopping." See Gonzalez v. Banco Cent. Corp., 27 F.3d 751, 757 (1st Cir.
1994).
Case 4:24-cv-40107-MRG Document 57 Filed 11/17/25 Page 13 of 15

14
Therefore, this Court is persuaded that the parties are sufficiently related for purposes of
claim preclusion.
iii. Ecolab did not exhaust the proper procedural avenues in the Minnesota
action.
After Ecolab received an undesirable result on its motion to compel, the appropriate action
would have been to file a motion to amend the complaint to include pleadings on the “Non-Covered
Product” claims, or to appeal the motion to compel. See Hatch, 699 F.3d at 42-43 (affirming the
District Court’s ruling that a subsequent action constituted impermissible claim-splitting after the
parties failed to appeal a denial of the motion to amend the complaint); see also Labranche v.
United States Liberty Ins. Co., 786 F. Supp. 3d 262, 276 (D. Mass. 2025) (holding that where
Plaintiffs "chose not to seek leave to amend" after a scheduling order issued and "instead just filed
another lawsuit," was illustrative of the conduct that the claim-splitting doctrine was "established
precisely to preclude.").
Choosing the venue to file a federal suit when several are available is a strategic choice
made by counsel. Other strategic choices "include whether to attempt to amend a complaint and
whether to appeal a denial of such an attempt. When a party chooses to move for leave to amend
its complaint and then not to appeal denial of that motion, the party 'is not entitled to a second
opportunity [in a later action] to litigate [the] claim.'" Hatch, 699 F. 3d at 45 (citing Airframe Sys.,
Inc., 601 F. 3d at 16).
Here, Ecolab did not properly move to amend its complaint after its adverse discovery
order. Instead, in its objection to the Magistrate’s order, Ecolab argued that in the alternative to
overruling the order to compel, the court “should grant Ecolab leave to file a Second Amended
Complaint to more specifically plead such a claim.” Minn. Action, ECF No. 264 at 20-21. The
District Judge denied the motion without prejudice because Ecolab did not file a proper motion
Case 4:24-cv-40107-MRG Document 57 Filed 11/17/25 Page 14 of 15

15
under D. Minn. L.R. 15.1 and neglected to attach a proposed complaint. Minn. Action, ECF No.
287 at 14 n.5. Ecolab could have and should have filed a motion to amend their complaint after
the order on their motion to compel was docketed, instead, it filed an entirely new action here in
Massachusetts.4
Therefore, for the foregoing reasons, the Court finds that Ecolab has engaged in claim
splitting in filing the present action. It would be inappropriate for this Court to rule on the merits
of the pending motions to dismiss that are so similar to a pending action in Minnesota.
Accordingly, the Court shall dismiss this action without prejudice. See Curtis, 226 F.3d at 138.
IV. CONCLUSION
For the reasons stated above, the Defendants’ Motions to Dismiss, [ECF. Nos. 27, 30], are
GRANTED. The case is dismissed without prejudice.
SO ORDERED.
Dated: November 17, 2025
/s/ Margaret R. Guzman
Margaret R. Guzman
United States District Judge
4 The Court recognizes that after filing the Massachusetts suit, Ecolab requested permission from
Defendants to assent to amending the complaint in Minnesota, which they declined. [ECF No. 35-
2]. This is of no matter, since Ecolab could have filed a proper motion to amend with the Court
who is the ultimate decision-maker, and who had dismissed the original request without prejudice
due to a procedural error. Minn. Action, ECF No. 287 at 14 n.5.
Case 4:24-cv-40107-MRG Document 57 Filed 11/17/25 Page 15 of 15