United States District Court, D. Maine
ORDER ON MOTION TO DISMISS
JOHN A. WOODCOCK, Jr., District Judge.
A license to use is not a license to steal.
A. Procedural History
On January 5, 2015, Workgroup Technology Partners, Inc. (Workgroup) filed a complaint against WellPoint, Inc. (WellPoint). Compl. (Injunctive Relief Sought) (ECF No. 1) ( Compl. ). Workgroup alleges, among other things, that WellPoint carried out a "fraudulent scheme" and "misappropriate[d] valuable and proprietary intellectual property and trade secrets belonging to Workgroup." Id. ¶ 1. On March 6, 2015, WellPoint filed a consented-to motion to change its party name to Anthem, Inc. (Anthem), and the Court granted the motion on March 9, 2015. Consented-to Mot. to Change Party Name (ECF No. 14); Order (ECF No. 17).
On March 6, 2015, Anthem filed a motion to dismiss. Def. WellPoint, Inc.'s Mot. to Dismiss the Compl. (ECF No. 15) ( Def.'s Mot. ). Workgroup responded in opposition on March 27, 2015. Pl. Workgroup Tech. Partners, Inc.'s Obj. to Def. Anthem, Inc.'s Mot. to Dismiss (ECF No. 20) ( Pl.'s Opp'n ). On April 10, 2015, Anthem replied. Def. Anthem, Inc.'s Reply in Supp. of its Mot. to Dismiss the Compl. (ECF No. 23) ( Def.'s Reply ). On May 18, 2015, Workgroup filed a surreply. Pl. Workgroup Tech. Partners, Inc.'s Surreply to Def. Anthem, Inc.'s Reply in Supp. of its Mot. to Dismiss (ECF No. 30) ( Pl.'s Surreply ). Anthem responded on May 27, 2015. Anthem's Resp. to Pl.'s Surreply to Anthem's Mot. to Dismiss (ECF No. 31) ( Def.'s Resp. to Pl.'s Surreply ).
B. Factual Allegations Contained in Workgroup's Complaint
1. The Parties
Workgroup is a Maine corporation with its office and principal place of business in Westbrook, Maine. Compl. ¶ 6. Workgroup is an information technology company, which, among other things, develops and licenses software applications to clients in the health insurance industry. Id. ¶ 7. Anthem is an Indiana corporation with its office and principal place of business in Indianapolis, Indiana. Id. ¶ 8. Anthem is in the business of providing and administering health insurance plans. Id. ¶ 9.
Workgroup develops, owns, and licenses business application software that automates a range of business processes, including claims recovery and subrogation for health insurance companies. Id. ¶ 12. This includes software known as iAutomate Recovery CaseManager ("iAutomate"). Id. ¶ 13. This software automates the process of analyzing health insurance claims data and pursues subrogation recovery opportunities against third parties. Id.
iAutomate functions on two server computers: (1) the iAutomate database server, which receives and processes large volumes of raw insurance claim data supplied by Workgroup's licensee and then analyzes the data using complex algorithms to identify potential subrogation recovery opportunities, and (2) an application server, which runs web-based application software that processes data generated by the database server in a user interface with a logical workflow and various tools that help licensed users analyze, manage, and pursue a large volume of subrogation claims. Id. ¶ 14. The database housed on the server ("Database Structure"), and the Claims Data Manager ("CDM"), which is a large package of algorithms and codes that sorts and analyzes raw insurance claims data, generates new analytical results ("Resulting Analytical Outputs") from the raw data and analyzes these outputs to identify potential subrogation recovery opportunities. Id. ¶ 15. The iAutomate web-based application software ("Application Attributes") individually and collectively facilitate iAutomate licensees' efficient analysis, management, and pursuit of subrogation recovery opportunities identified by the database server. Id. ¶ 17. Together, the database and application servers allow licensed iAutomate users to analyze and manage massive volumes of raw claims data and thereby maximize their subrogation recoveries. Id. ¶ 18.
Workgroup designed, developed, and refined iAutomate, including the Database Structure, CDM, Resulting Analytical Outputs, and Application Attributes, over more than fifteen years. Id. ¶ 19. The Database Structure, CDM, Resulting Analytical Outputs, and Application Attributes independently and collectively constitute valuable and proprietary intellectual property and trade secrets belonging to Workgroup. Id. ¶ 21.
3. Workgroup's iAutomate Licensing Relationship with WellPoint
On or about December 14, 2003, Anthem entered into a software license ("2003 Software License") with Sextant HealthCost Solutions (SHCS) for a subrogation claim identification software platform known as CaseMate, a predecessor to iAutomate. Id. ¶ 22. In March 2008, Anthem and Workgroup entered into a supplement to the 2003 Software License ("2008 Supplement"). Id. ¶ 24. The 2008 Supplement provided that Workgroup licensed iAutomate to Anthem and agreed, among other things, to maintain and service the iAutomate database server and application server on behalf of Anthem. Id. Furthermore, as provided under the 2008 Supplement, Anthem acquired only a right to use iAutomate for Anthem's "normal business purposes." Id. ¶ 25.
Also under the terms of the 2008 Supplement, Anthem is required to maintain certain "Supplier Material" belonging to Workgroup "in strict confidence, " and to "use such information solely in the course of performing its obligations hereunder, and to make no disclosure of such information except in accordance with the terms of this Agreement." Id. ¶ 27. "Supplier Material" is defined under the 2008 Supplement as all proprietary and/or intellectual property of Workgroup, including, without limitation, web designs, trade secrets, know-how, "software, algorithms, programming techniques, business rules, business methods, inventions, ... processes, technology and designs, " and the 2008 Supplement identifies "Supplier Material" as representing "Confidential Information." Id. ¶¶ 28-29. Workgroup says that the Database Structure, CDM, Resulting Analytical Outputs, and Application Attributes independently and collectively constitute Supplier Material and Confidential Information under the 2008 Supplement. Id. ¶ 31.
4. 2012: Anthem Switches from iAutomate to Subro 2000
According to Workgroup, in approximately 2012, Anthem replaced iAutomate with its own "in-house" subrogation claim identification and recovery solution, a legacy product owned by Anthem known as "Subro 2000." Id. ¶ 32. However, Workgroup believes that because Subro 2000 was written in an outdated program known as "visual basic, " or "VB, " Anthem needed to rewrite it in a newer programming language, ".NET, " in order to be able to use and receive maintenance for the program. Id. ¶¶ 33-34. In addition, Anthem had to "migrate" all raw claims data (except for Resulting Analytical Outputs) housed on the iAutomate database server over to a database server associated with the rewritten Subro 2000 application. Id. ¶ 35. Anthem did not inform Workgroup of the decision to replace iAutomate with Subro 2000 when the decision was made. Id. ¶ 36.
Workgroup alleges that, when compared with iAutomate, Subro 2000 lacked the functionality, scalability, and ability to efficiently process massive volumes of claims data, and therefore, merely rewriting Subro 2000 from VB to.NET programming language would not, in and of itself, address the shortcomings of Subro 2000 relative to iAutomate's unique capabilities. Id. ¶¶ 37, 39. Instead, according to Workgroup, Anthem devised a scheme to misappropriate the valuable and proprietary intellectual property and trade secrets in iAutomate that made it superior to Subro 2000, including the Database Structure, CDM, Resulting Analytical Outputs, and Application Attributes, and to build them into the rewritten.NET version of Subro 2000. Id. ¶ 40. Workgroup alleges that such action on the part of Anthem was not use for "normal business purposes" as contemplated under the 2008 Supplement. Id. ¶ 41. To carry out this scheme, Workgroup claims that Anthem hired Cognizant Technology Solutions (Cognizant), a Workgroup competitor, to "reverse engineer" the valuable and proprietary intellectual property and trade secrets in iAutomate, which Anthem wanted to misappropriate, and then incorporate into a.NET version of Subro 2000. Id. ¶ 42.
5. May and June 2013: Communications Between Workgroup and Anthem Regarding iAutomate and Subro 2000; Anthem Creates User Accounts for Cognizant Software Engineers
Workgroup alleges that Anthem concealed its "scheme" by leading Workgroup to believe that Anthem intended to continue using iAutomate as its principal subrogation claim identification and recovery solution while secretly giving Cognizant access to all the elements of iAutomate that Anthem wanted to misappropriate and incorporate into the.NET version of Subro 2000. Id. ¶ 44. In approximately April 2013, Anthem issued a request for proposals ("RFP") for a possible replacement to iAutomate. Id. ¶ 45. Before issuing the RFP, Anthem assured Workgroup that the RFP was a mere formality and that Anthem intended to use iAutomate as its principal subrogation claim identification and recovery solution. Id. ¶ 46. Workgroup says that at the time of the RFP, however, Anthem did not tell Workgroup it had hired Cognizant to write a.NET version of Subro 2000 using intellectual property and trade secrets belonging to Workgroup. Id. ¶ 48.
As a licensee, Anthem had the ability to create user accounts that gave users access to the iAutomate web-based application software for "normal business purposes." Id. ¶ 49. On May 20, 2013, Anthem created eight user accounts for Cognizant software engineers, some of whom are based in India, giving them unlimited access to the web-based application; Anthem did not inform Workgroup of this. Id. ¶¶ 50-51.
On May 22, 2013, during a monthly meeting between Anthem and Workgroup employees, Anthem informed Workgroup that it wanted to extend the term of the maintenance and support provisions of the 2008 Supplement. Id. ¶ 52. According to Workgroup, Anthem represented that it intended to continue using iAutomate as its principal subrogation claim identification and recovery solution. Id. ¶ 53. Anthem did not tell Workgroup at this meeting that it was working with Cognizant or that it created eight user accounts for Cognizant software engineers. Id. ¶ 55.
On June 17, 2013, Anthem created four additional user accounts for Cognizant software engineers, all of whom are based in India, but did not inform Workgroup of this. Id. ¶¶ 56-57. Workgroup says that neither the creation nor purposes of these four and the other eight user accounts for Cognizant software engineers was a use of iAutomate for "normal business purposes." Id. ¶¶ 58-59.
6. June 17, 2013 to September 30, 2013: Cognizant's Actions in iAutomate on Behalf of Anthem; Anthem and Workgroup Enter into a Two-Year Extension of the Maintenance and Support Provisions of the 2008 Supplement; Workgroup First Learns of Cognizant
Between June 17, 2013 and September 30, 2013, Workgroup alleges that Cognizant software engineers took the following actions relating to iAutomate: (1) logged in to the web-based application software no fewer than 784 times; (2) executed tens of thousands of actions within the web-based application; and (3) systematically explored and tested the properties and characteristics of the iAutomate web-based application software as shown by audit records. Id. ¶¶ 60-63. According to Workgroup, these actions were not for "normal business purposes" within the meaning of the 2008 Supplement, demonstrate they intended to reverse engineer iAutomate for Anthem's benefit, and gave them access to and/or revealed Supplier Material and Confidential Information. Id. ¶¶ 64-66, 68. Anthem did not inform Workgroup that the Cognizant software engineers had accessed and explored iAutomate during this period. Id. ¶ 69. Instead, according to Workgroup, Anthem falsely continued to lead Workgroup to believe that Anthem intended to continue using iAutomate as its principal subrogation claim identification and recovery solution. Id. ¶ 70.
On September 4, 2013, Anthem and Workgroup executed a two-year extension of the maintenance and support provisions of the 2008 Supplement. Id. ¶ 71. In executing this extension, Anthem did not inform Workgroup of the actions taken by Cognizant software engineers. Id. ¶ 72.
On September 17, 2013, Anthem sent a purchase order for the renewed maintenance and support term to Workgroup, and in the body of the purchase order, Anthem wrote that "work is underway with Cognizant to update the old Subro 2000 application." Id. ¶ 73. According to Workgroup, this was the first time it learned from Anthem that it hired Cognizant for any purpose as regards iAutomate. Id. ¶ 74. In addition, Workgroup alleges that Anthem omitted various details relating to Cognizant's use of iAutomate and intentionally hid Cognizant's "true role" in order to deceive Workgroup and further its scheme to misappropriate Workgroup's valuable and proprietary trade secrets and intellectual property. Id. ¶¶ 75-79.
7. The October 10, 2013 Teleconference
During an October 10, 2013 teleconference, an Anthem representative informed Workgroup that Anthem had decided to stop using iAutomate as its principal subrogation claim identification solution. Id. ¶ 80. The Anthem representative described his disclosure as a "bombshell" that he would need to report to his superiors, which Workgroup interpreted to mean that it was a disclosure that Anthem had not intended to reveal to Workgroup. Id. ¶ 81. In addition, the Anthem representative revealed that Anthem had hired Cognizant to rewrite the Subro 2000 application software in the.NET language and to assist with migrating data from the iAutomate database server to a database server associated with Subro 2000. Id. ¶ 82.
In response, Workgroup expressed interest in supporting Anthem's transition from iAutomate to Subro 2000, especially by taking a lead role in the migration of raw data from the iAutomate database server to a Subro 2000 database server, and explained that this was due, in part, to protect its trade secrets and intellectual property contained in iAutomate from disclosure to Cognizant. Id. ¶¶ 83, 86. Workgroup says that during this same teleconference, Anthem assured Workgroup that Workgroup would play a central role in the transition from iAutomate to Subro 2000, including the data migration, and assured Workgroup that appropriate measures would be taken to protect Workgroup's trade secrets and intellectual property from disclosure to Cognizant. Id. ¶¶ 85, 87.
Despite these assurances, Workgroup alleges that Anthem still did not disclose that Cognizant had already taken numerous previously described actions on iAutomate, which Workgroup claims were intentionally withheld by Anthem to deceive Workgroup and further its scheme to misappropriate Workgroup's valuable and proprietary trade secrets and intellectual property. Id. ¶¶ 89-90.
8. October 2013 to February 2014 Events
Between October 2013 and February 2014, Workgroup alleges that it repeatedly asked Anthem for some "clear direction" regarding the transition from iAutomate to Subro 2000, and while Anthem repeatedly assured Workgroup it would provide such direction, Anthem failed to do so. Id. ¶¶ 91-92. Also during this time period, Workgroup claims that Anthem failed to disclose that it had also retained Cognizant to reverse engineer iAutomate and that Cognizant software engineers had taken numerous actions on iAutomate as previously described for purposes of furthering its scheme to misappropriate Workgroup's valuable trade secrets and intellectual property. Id. ¶¶ 93-98.
In addition, according to Workgroup, in order to rewrite Subro 2000 in.NET programming language and to assist Anthem with data migration, it was unnecessary for Cognizant engineers to log in to the iAutomate web-based application software hundreds of times or take the tens of thousands of actions in the software. Id. ¶¶ 99-102. Workgroup claims that nearly all of the more than 1, 000 log-ins by Cognizant software engineers to the iAutomate web-based application software from June 2013 to July 2014 constituted false representations that the log-ins were for an authorized purpose and/or "normal business purposes." Id. ¶ 105.
9. 2014: Anthem's Refusal to Provide Assurances Concerning Cognizant
At the beginning of February 2014, Anthem informed Workgroup that Workgroup's role in Anthem's transition from iAutomate to the Subro 2000 would be limited to providing "advisory" services that would assist Cognizant. Id. ¶ 110. Workgroup also alleges that beginning in early 2014, Anthem began asking Workgroup pointed technical questions about the structure and functioning of the Database Structure. Id. ¶ 111. Workgroup believes that these "pointed technical questions" originated from Cognizant engineers solely for reverse engineering. Id. ¶ 112.
In March 2014, Workgroup sent a letter to Anthem to remind it of Workgroup's concerns regarding the confidentiality of iAutomate and to seek assurances that Anthem would be mindful of that confidentiality as it transitioned to Subro 2000, especially as Cognizant was involved in the transition process. Id. ¶ 114. In May 2014, counsel for Anthem informed Workgroup that it had not discovered any evidence of "inappropriate" use or disclosure of confidential or proprietary information belonging to Workgroup. Id. ¶ 115. In June 2014, after conducting an audit on Anthem's users on iAutomate, Workgroup found the access by and activities of the Cognizant engineers over the previous thirteen months. Id. ¶ 116.
10. Anthem's Refusal to Pay for Excess Users
Workgroup alleges that under the terms of the 2008 Supplement and a related 2013 amendment, Anthem could use up to 275 licenses for iAutomate. Id. ¶ 119. However, Workgroup says that between April 2013 and July 2014, Anthem exceeded the authorized number by 73 licenses, and the only steps Anthem took to correct the problem were to deactivate the accounts of 80 users in July 2014. Id. ¶¶ 120-21. When Workgroup demanded that Anthem pay for the license overage during the relevant time period, Anthem refused, saying it had since reduced its number of users to the authorized number of 275. Id. ¶ 122.
Workgroup requests injunctive relief, claiming that Anthem caused irreparable damage to Workgroup and to the value of iAutomate, especially by giving Cognizant, a competitor of Workgroup, virtually unlimited access to the program. Id. ¶¶ 123-28. It also seeks economic damages, compensatory, consequential, and punitive damages, and attorney's fees and costs. Id. at 28.
C. Counts in Workgroup's Complaint
1. Count I: Breach of Contract
In Count I, Workgroup asserts a claim for breach of contract. Id. ¶¶ 129-31. It alleges that a breach occurred when Anthem (1) allowed Cognizant engineers access to Supplier Material and Confidential Information covered by the 2008 Supplement; (2) failed to ensure Cognizant engineers abided by the terms of the 2008 Supplement; (3) schemed to misappropriate iAutomate; and (4) refused to pay for user overages. Id. ¶ 130.
2. Count II: Unjust Enrichment
In Count II, Workgroup claims unjust enrichment. Id. ¶¶ 132-35. Workgroup claims that when Anthem granted Cognizant software engineers access to iAutomate for the purpose of reverse engineering and building its valuable and proprietary features into the.NET version of Subro 2000, Anthem created a valuable benefit for itself from Workgroup, and Workgroup has not been compensated for such benefit. Id. ¶¶ 133-34.
3. Count III: Uniform Trade Secrets Act
In Count III, Workgroup alleges a violation of the Maine Uniform Trade Secrets Act (MUTSA), 10 M.R.S. §§ 1541 et seq. Id. ¶¶ 136-44. According to Workgroup, elements of iAutomate, including the Database Structure, CDM, Resulting Analytical Outputs and Application Attributes, constitute "trade secrets" within the meaning of the statute. Id. ¶ 137. In addition, Workgroup says that it took reasonable steps to ensure the secrecy of these trade secrets and that Anthem acquired these trade secrets by improper means, including misrepresentation. Id. ¶¶ 138-39. Specifically, Workgroup repeats that Anthem disclosed trade secrets related to iAutomate through improper means to Cognizant and violated the secrecy and/or "normal business purposes" provisions under the 2008 Supplement, and in doing so, acted willfully and maliciously. Id. ¶¶ 141-43.
4. Count IV: Computer Fraud and Abuse Act
In Count IV, Workgroup asserts a violation of the Computer Fraud and Abuse Act (CFAA), 18 U.S.C. § 1030. Id. ¶¶ 145-54. Workgroup alleges that the iAutomate database server and application server are "protected computers" as defined in the CFAA and that Anthem, through Cognizant acting on its behalf, (1) intentionally accessed a protected computer without authorization and/or exceeded authorized access to a protected computer; (2) obtained information from a protected computer; (3) acted knowingly with intent to defraud Workgroup; (4) furthered its intended fraud and obtained information with value far in excess of $5, 000; (5) intentionally accessed a protected computer and caused damage or loss in excess of $5, 000; (6) trafficked in passwords or similar information through which a protected computer was accessed without authorization and in a manner that affected interstate or foreign commerce; and (7) caused the potential modification of the medical care of one or more individuals. Id. ¶¶ 146-54.
5. Count V: Wire Fraud-Based Violations of the Racketeer Influence in Corrupt Organizations (RICO) Act
In Count V, Workgroup alleges a claim for wire fraud under the RICO Act, 18 U.S.C. §§ 1961 et seq. Id. ¶¶ 155-64. According to Workgroup, a confidential relationship existed between it and Anthem by virtue of the 2008 Supplement. No later than May 2013, Anthem and Cognizant formed an "enterprise" within the meaning of 18 U.S.C. § 1961(4), which engaged in and/or conducted activities that affected interstate or foreign commerce. Id. ¶¶ 156-58. In addition, Workgroup alleges that no later than May 2013, Anthem conducted and/or participated in, directly or indirectly, the affairs of its enterprise with Cognizant through a pattern of racketeering activity within the meaning of 18 U.S.C. § 1961(1), specifically by causing or participating in repeated acts of wire fraud by means of wire, radio, or television communication in interstate or foreign commerce, in violation of 18 U.S.C. § 1343. Id. ¶¶ 160-63.
6. Count VI: Fraud
In Count VI, Workgroup alleges fraud. Id. ¶¶ 165-68. Workgroup says Anthem made misrepresentations and omissions with the intent to induce Workgroup to rely on them, thereby concealing its scheme to give Cognizant access to iAutomate for the purpose of misappropriating Workgroup's valuable and proprietary intellectual property and building it into the.NET version of Subro 2000. Id. ¶ 166. In addition, Workgroup says it relied on Anthem's misrepresentations and omissions to its detriment and failed to discover Cognizant's access to and activities in iAutomate until long after Cognizant had taken substantial actions in furtherance of the alleged misappropriation. Id. ¶ 167.
7. Count VII: Trespass to Chattel
Finally, in Count VII, Workgroup asserts a claim for trespass to chattel. Id. ¶¶ 169-72. Workgroup claims that Anthem trespassed upon Workgroup's property, including by granting unauthorized and virtually unfettered access to that property to Cognizant for Anthem's benefit. Id. ¶ 171. Workgroup says it has been damaged as a result of this alleged trespass, including through diminution of the value of iAutomate based on its exposure to examination, analysis, and copying by Cognizant, especially given that many of these software engineers are based in India where Workgroup says protections for such intellectual property are weak and cannot be assured. Id. ¶ 172.
II. THE PARTIES' POSITIONS
A. Defendant's Motion
Anthem seeks dismissal of all counts contained in Workgroup's Complaint. Def.'s Mot. at 1. In Anthem's view, Workgroup did not want to lose Anthem as a customer and decided to hold "Anthem's data hostage by refusing to cooperate with the transition and, when that didn't work, launched this lawsuit accusing Anthem of lying, cheating and stealing." Id.
Anthem contends that it granted Cognizant's software engineers access to iAutomate because the agreements between Workgroup and Anthem expressly allowed Anthem to do so. Id. at 2-3. Anthem says that pursuant to Section 3.1 of the 2008 Supplement, "[Anthem's] agents, contractors, consultants, suppliers, customers and third-party service providers are authorized to exercise the rights granted to [Anthem] in this Section but only in direct furtherance of services provided to [Anthem]." Id. at 3 (quoting Def.'s Mot. Attach. 2 2008 Supplement to Software License Agreement § 3.1 ( 2008 Supplement )) (internal quotation marks omitted). According to Anthem, that section also authorized it and "its contractors to use iAutomate in development environments, testing environments and disaster recovery environments' as well as for [Anthem's] normal business purposes.'" Id. (quoting 2008 Supplement § 3.1). Furthermore, it says that Section 8.1 of the 2008 Supplement provides that Anthem "may from time to time hire outsourcers, subcontractors, consultants, or other third Parties... to perform services or provide products relating to [Anthem's] business." Id. (quoting 2008 Supplement § 8.1) (internal quotation marks omitted). Anthem asserts that Section 8.1 also contemplated that "nothing in the Agreement shall restrict access by such persons to the Software and/or services, as applicable as reasonably required for such Third Party Contractors to perform functions for and on behalf of [Anthem]." Id. (quoting 2008 Supplement § 8.1) (internal quotation marks omitted) (emphasis in Anthem's original).
In short, Anthem argues that "the few wrongful' facts that Workgroup alleges-access to iAutomate using contractors for the purpose of transitioning from iAutomate-are allowed under the Contract, while the rest of Workgroup's Complaint reduces to conclusions and speculation." Id. at 4.
1. Count I: Breach of Contract
Anthem accuses Workgroup of misrepresenting the express terms of their contract agreement. Id. at 5. Specifically, it says that Section 3.1 of the 2008 Supplement is "phrased as grants and acknowledgments by Supplier, ' i.e. Workgroup, not restrictions on Anthem." Id. In its view, Section 3.1 allowed Anthem to use iAutomate by it "or by its contractors, not just for subrogation claims processing but also for development and testing purposes." Id. It also directs the Court's attention to the language contained in Section 8.1. Id. at 5-6 ("nothing in the Agreement shall restrict access by such persons to the Software and/or services, as applicable as reasonably required for such Third Party Contractors to perform functions for and on behalf of [Anthem]"). These provisions, Anthem says, mean that "to the extent... Workgroup's claim rests on Anthem's migration of its data out of iAutomate, that claim fails under the Contract's plain language." Id. at 6.
Next, Anthem argues that none of the alleged "breaches" by Workgroup supports a plausible claim. Id. As regards Workgroup's claim that Anthem participated in a "scheme" to "misappropriate" information from iAutomate, Anthem counters that the claim is based entirely on Anthem and Cognizant's use of the software program, which was authorized under the 2008 Supplement. Id. Workgroup does not allege, for example, "any facts indicating that Anthem (or Cognizant) copied any protected features of iAutomate into any software made by Anthem or Cognizant" or that Cognizant "makes and sells any competing software." Id.
Likewise, regarding Workgroup's claim that Anthem violated the "Supplier Material" and "Confidential Information" provisions of the 2008 Supplement, Anthem replies that third-party users, like Cognizant, are authorized to use iAutomate in the same fashion as Anthem pursuant to the 2008 Supplement, and Workgroup has not alleged that Cognizant accessed information that Anthem did not already have access to. Id. at 6-7.
Third, in response to Workgroup's allegation that Anthem failed to ensure that Cognizant followed the confidentiality provisions of the 2008 Supplement, Anthem argues "the Complaint fails to allege any actual facts suggesting that Cognizant copied, disclosed or misappropriated Workgroup trade secrets." Id. at 7 (emphasis in original).
Lastly, regarding Workgroup's claim that Anthem breached its contract with Workgroup for "refusing to pay for user overages, " Anthem says this allegation does not comply with Rule 8 because it is conclusory and because Workgroup fails to explain the categories of "users" as defined under Section 3.1.1 of the 2008 Supplement: "Workgroup fails to mention these distinctions, much less attempt to apportion its user account among these categories." Id. at 7-8.
2. Counts II through VII: Economic Loss Doctrine
Anthem argues that the so-called economic loss doctrine prevents Workgroup from bringing the remaining counts in its Complaint. Id. at 8. It explains that the doctrine "generally bars tort recovery of purely economic damages, unaccompanied by personal injury or property damage, incurred based on a contractual relationship." Id. (citing In re Hannaford Bros. Co. Customer Data Sec. Breach Litig., 671 F.Supp.2d 198, 201 (D. Me. 2009); Oceanside at Pine Point Condo. Owners Ass'n v. Peachtree Doors, Inc., 659 A.2d 267, 270 (Me. 1995); Schmid Pipeline Constr., Inc. v. Summit Nat. Gas of Me., Inc., No. 1:13-cv-464-GZS, 2014 WL 3600437, at *4 n.4 (D. Me. June 22, 2014)). Here, it contends, Workgroup and Anthem "are two commercially sophisticated parties" who negotiated a contract that allocated risk, and therefore, "Workgroup may not supplement the contract with a tort remedy.'" Id. at 8-9 (quoting Banknorth, N.A. v. BJ's Wholesale Club, Inc., 442 F.Supp.2d 206, 213 (M.D. Pa. 2006)). In sum, it concludes that ...