Opinion

UNITED STATES DISTRICT COURT

MIDDLE DISTRICT OF FLORIDA

TAMPA DIVISION

DIRECT COMPONENTS, INC.,

Plaintiff,

v. Case No. 8:23-cv-1617-VMC-SPF

MICROCHIP USA, LLC, et al.,

Defendants.

_______________________________/

ORDER

This matter is before the Court on consideration of

Plaintiff Direct Components, Inc.’s (“DCI”) Motion for

Partial Summary Judgment (Doc. # 349) and Defendant Jeff

Ruby’s Motion for Summary Judgment (Doc. # 347), both filed

on August 29, 2025. Also before the Court is DCI’s Omnibus

Pretrial Motion, filed October 9, 2025. (Doc. # 386). For the

reasons that follow, DCI’s Motion for Partial Summary

Judgment is denied, Mr. Ruby’s Motion for Summary Judgment is

denied, and DCI’s Omnibus Pretrial Motion is denied in part

and deferred in part.

I. Background

DCI initiated this action on July 18, 2023, alleging

claims against Microchip USA, LLC and thirteen of DCI’s former

employees and contractors: Trevor Toma, Jeff Ruby, Joshua

Arnold, Jake Lawless, Alexander Hart, Mitchell Kogge, Tyler

Ayala, Paul Venzor, Thomas Andrew Van de Motter, Kimie Koga,

John Brown, Joseph Centrone, and Michael Prusik. (Doc. # 1).

Subsequently, all claims and counterclaims between DCI and

Microchip USA, Trevor Toma, Joshua Arnold, Jake Lawless,

Alexander Hart, Mitchell Kogge, Tyler Ayala, Paul Venzor,

Thomas Andrew Van de Motter, Kimie Koga, John Brown, Joseph

Centrone, and Michael Prusik (collectively, the “former

defendants”) were dismissed. (Doc. ## 13, 14, 310, 397, 398).

Accordingly, the only remaining parties in this action are

DCI and Mr. Jeff Ruby.

The operative complaint is DCI’s “Second Amended

Complaint for Injunctive and Other Relief,” filed on May 15,

2024. (Doc. # 55). In the Second Amended Complaint, DCI

asserts six claims against Mr. Ruby: (1) violation of the

Defend Trade Secrets Act (“DTSA”) (Count I); (2) violation of

the Florida Uniform Trade Secrets Act (“FUTSA”) (Count II);

(3) tortious interference with DCI’s advantageous business

relationships (Count V); (4) tortious interference with DCI’s

enforceable restrictive covenant agreements (Count VI); (5)

breach of duty of loyalty (Count VII); and (6) aiding and

abetting the breach of duty of loyalty (Count VIII). (Id.).

Mr. Ruby filed his answer to these six claims on June 13,

2024. (Doc. # 64).

Mr. Ruby moves for summary judgment on all Counts. (Doc.

# 347). DCI moves for partial summary judgment as to its

claims for misappropriation of trade secrets and its

purported breach of contract claim. (Doc. # 349). DCI and Mr.

Ruby have responded and replied. (Doc. ## 370, 371, 383, 384).

The Motions are ripe for review.

After summary judgment briefing concluded, DCI filed its

Omnibus Pretrial Motion on October 9, 2025. (Doc. # 386).

Among other relief, DCI asks for leave to file a third amended

complaint. (Id.). The proposed third amended complaint seeks

to add new factual allegations concerning Mr. Ruby (Doc. #

386-6 at 21), to add Mr. Ruby as a defendant to Count III

(breach of contract) and supply allegations supporting that

theory (Id. at 31–33), and to expand Count VII (breach of

duty of loyalty) to include allegations against Mr. Ruby.

(Id. at 41–42). Mr. Ruby has responded in opposition (Doc. #

394), and the Omnibus Pretrial Motion is ripe for review.

The Court and the parties are familiar with the

allegations and evidence in this case. The Court will not

outline here all the admitted and disputed facts included in

the parties’ Motions, although the Court has reviewed all

record evidence. Rather, the Court will address relevant

record evidence within its analysis.

For now, suffice it to say that DCI, founded in 1998 by

Aaron Nursey, is an independent distributor and broker of

semiconductors and related electronic components operating in

the secondary market. (Doc. # 401-1 at 15-19). Over the

ensuing decades, DCI built its business within the secondary

market by sourcing hard-to-find components from a network of

vendors and selling them to manufacturers. (Id.). DCI states

that it invested significant time and resources into creating

searchable customer and vendor databases, pricing and market

tools, and internal methodologies for sales and sourcing, all

of which it maintained through confidentiality agreements,

restricted access, and stored in secured cloud environments

such as Google Drive. (Id.).

By 2015, DCI sought to expand its sales capabilities and

engaged Mr. Ruby and his company, RedRock Leadership, to

provide sales training and leadership consulting to DCI

employees. (Doc. 401-2 at 6; Nursey Depo., 13:7-14). That

consulting relationship continued for several years, and in

June 2020, Mr. Ruby joined DCI in a full-time capacity as its

Sales Director. (Doc. # 370 at 7). In that role, Mr. Ruby

executed confidentiality obligations, gained access to and

administrative control over portions of DCI’s Google Drive,

and became a central sales leader who played a major role in

supporting and closing transactions. (Doc. 401-2 at 6; Nursey

Depo., 28:1-5; Doc. # 350-15; Doc. # 350-1 at 10). According

to DCI, events came to a head on October 20, 2021, when DCI

introduced a new commission plan. (Doc. # 408-2 at 10-13;

Premsukh Depo., 32:20-41:24). DCI alleges that Mr. Ruby

declined to support the new commission plan and encouraged

members of DCI’s sales staff to leave the workplace, which

DCI characterizes as a “staged walk-out.” (Id.). DCI

terminated its relationship with Mr. Ruby later that day.

(Id. at 13; Premsukh Depo., 44:1-5).

DCI contends that within hours of his termination, Mr.

Ruby used his access privileges to restrict employee access

to DCI’s Google Drive containing confidential business

materials. (Doc. # 350-1 at 12; Doc. 350-4). When DCI

requested restoration of access, Mr. Ruby allegedly refused,

stated he had deleted DCI’s materials, and conditioned

further cooperation on payment of a final invoice. (Doc. #

350-17). DCI maintains that later discovery revealed Mr. Ruby

retained thousands of DCI files on a personal back-up device,

and that metadata reflected access and modification of some

materials after his separation. (Doc. ## 350-19; 350-20).

In the days following October 20, 2021, several DCI

employees resigned and shortly thereafter formed or joined

Microchip USA. (Doc. 404-3 at 28; Toma Depo., 108:19–109:25;

138:21–139:16). DCI alleges that Mr. Ruby was involved with

Microchip USA as a sales leader, participated in its strategy

development, communicated with customers, and provided or

relied upon DCI’s confidential and proprietary materials to

support Microchip USA’s launch and growth. (Id. at 73:5-8;

53:12-25; 174:3-4; 317:20-25). As a result, DCI claims

millions of dollars in alleged damages for claims of

misappropriation of trade secrets, tortious interference, and

breach of duties of loyalty.

II. Legal Standards

Summary judgment is appropriate “if the movant shows

that there is no genuine dispute as to any material fact and

the movant is entitled to judgment as a matter of law.” Fed.

R. Civ. P. 56(a). A factual dispute alone is not enough to

defeat a properly pled motion for summary judgment; only the

existence of a genuine issue of material fact will preclude

a grant of summary judgment. Anderson v. Liberty Lobby, Inc.,

477 U.S. 242, 247-48 (1986).

An issue is genuine if the evidence is such that a

reasonable jury could return a verdict for the non-moving

party. Mize v. Jefferson City Bd. of Educ., 93 F.3d 739, 742

(11th Cir. 1996) (citing Hairston v. Gainesville Sun Publ’g

Co., 9 F.3d 913, 918 (11th Cir. 1993)). A fact is material if

it may affect the outcome of the suit under the governing

law. Allen v. Tyson Foods, Inc., 121 F.3d 642, 646 (11th Cir.

1997). The moving party bears the initial burden of showing

the court, by reference to materials on file, that there are

no genuine issues of material fact that should be decided at

trial. Hickson Corp. v. N. Crossarm Co., 357 F.3d 1256, 1260

(11th Cir. 2004) (citing Celotex Corp. v. Catrett, 477 U.S.

317, 323 (1986)). “When a moving party has discharged its

burden, the non-moving party must then ‘go beyond the

pleadings,’ and by its own affidavits, or by ‘depositions,

answers to interrogatories, and admissions on file,’

designate specific facts showing that there is a genuine issue

for trial.” Jeffery v. Sarasota White Sox, Inc., 64 F.3d 590,

593-94 (11th Cir. 1995) (quoting Celotex Corp., 477 U.S. at

324).

If there is a conflict between the parties’ allegations

or evidence, the non-moving party’s evidence is presumed to

be true, and all reasonable inferences must be drawn in the

non-moving party’s favor. Shotz v. City of Plantation, 344

F.3d 1161, 1164 (11th Cir. 2003). If a reasonable fact finder

evaluating the evidence could draw more than one inference

from the facts, and if that inference introduces a genuine

issue of material fact, the court should not grant summary

judgment. Samples ex rel. Samples v. City of Atlanta, 846

F.2d 1328, 1330 (11th Cir. 1988). But, if the non-movant’s

response consists of nothing “more than a repetition of his

conclusional allegations,” summary judgment is not only

proper, but required. Morris v. Ross, 663 F.2d 1032, 1034

(11th Cir. 1981).

Finally, the filing of cross-motions for summary

judgment does not give rise to any presumption that no genuine

issues of material fact exist. Rather, “[c]ross-motions must

be considered separately, as each movant bears the burden of

establishing that no genuine issue of material fact exists

and that it is entitled to judgment as a matter of law.” Shaw

Constructors v. ICF Kaiser Eng’rs, Inc., 395 F.3d 533, 538–

39 (5th Cir. 2004); see also United States v. Oakley, 744

F.2d 1553, 1555 (11th Cir. 1984) (“Cross-motions for summary

judgment will not, in themselves, warrant the court in

granting summary judgment unless one of the parties is

entitled to judgment as a matter of law on facts that are not

genuinely disputed . . . .” (quotation omitted)).

III. Analysis

A. Misappropriation of Trade Secrets

DCI moves for summary judgment on its claims against Mr.

Ruby for misappropriation of trade secrets under the DTSA and

FUTSA. (Doc. # 349 at 22-30).

To establish liability under both statutes, DCI must

show that it “possessed a trade secret and [that] the secret

was misappropriated.” Yellowfin Yachts, Inc. v. Barker

Boatworks, LLC, 898 F.3d 1279, 1297 (11th Cir. 2018)

(quotation and quotation marks omitted). For purposes of the

federal statute, DCI must also establish that the trade secret

relates to a product or service used in, or intended for use

in, interstate commerce. 18 U.S.C. § 1836(b)(1). The DTSA

creates a federal cause of action that largely mirrors FUTSA,

and the definitions of “trade secret” and “misappropriation”

are substantially equivalent under both statutes. See

Compulife Software Inc. v. Newman, 959 F.3d 1288, 1311 n.13

(11th Cir. 2020) (conducting a single analysis for DTSA and

FUTSA claims). Accordingly, the Court addresses DCI’s DTSA

and FUTSA claims in tandem.

1. Existence of a trade secret

Florida law defines a trade secret as

Information . . . that: (a) [d]erives independent

economic value . . . from not being generally known

to, and not being readily ascertainable by proper

means by, other persons who can obtain economic

value from its disclosure or use; and (b) [i]s the

subject of efforts that are reasonable under the

circumstances to maintain its secrecy.

Id. at 1311 (quoting Fla. Stat. § 688.002(4)); see also 18

U.S.C. § 1839(3). “[W]hether something is a trade secret is

a question typically ‘resolved by a fact finder after full

presentation of evidence from each side.’” Yellowfin Yachts,

898 F.3d at 1298 (citation omitted).

DCI contends that it has developed “numerous trade

secrets, including comprehensive and searchable databases

containing current and prospective customer and vendor lists,

contact information, order histories, pricing details, sales

data, and profitability analyses; product pricing and market

analyses, specialized sales training materials, call scripts,

marketing templates, and internal work instructions detailing

its unique sales, sourcing, and quoting processes, amongst

other records.” (Doc. # 349 at 3-4, ¶ 4). According to DCI,

“[t]hese are precisely the categories of information that

[Mr.] Ruby took and still possesses.” (Id. at 24).

The Court notes that these categories of information can

potentially constitute trade secrets. See Marlite, Inc. v.

Eckenrod, No. 09-22607-CIV, 2011 WL 39130, at *5 (S.D. Fla.

Jan. 5, 2011) (collecting authority for the proposition that

active customer lists and pricing information can constitute

trade secrets), aff’d sub nom. Marlite, Inc. v. Am. Canas,

453 F. App’x 938 (11th Cir. 2012); Corp. Synergies Grp., LLC

v. Andrews, No. CV 18-13381, 2019 WL 3780098 at *4 (D.N.J.

Aug. 12, 2019) (“Customer lists, pricing information, and

marketing techniques constitute trade secrets under . . . the

DTSA.”).

In its Motion, DCI provides evidence for one of its

purported trade secrets, i.e., DCI’s “Steps for Selling

Success” document. (Doc. # 351-5). For the remainder of DCI’s

purported trade secrets, DCI does not provide citations to

the record showing the specific customer and vendor lists,

order histories, sales data, and other information and

documents that DCI contends are trade secrets. Apart from

“Steps for Selling Success,” the only record citation that

DCI provides to identify its trade secrets is its own

interrogatory response. See (Doc. # 349 at 3-4, ¶ 4) (citing

to “Ex. 1, pp. 16-17”). While that interrogatory response

does name and describe the documents that DCI contends are

trade secrets (Doc. # 401-1 at 9-16), the interrogatory

response does not show the purported trade secrets and does

not provide citations to record evidence that shows the

purported trade secrets. As the Court has previously stated,

“the Court has no independent duty to search and consider any

part of the record not otherwise referenced and pinpoint cited

in the statement of material facts and response thereto.”

(Doc. # 40 at 3). Accordingly, for all of DCI’s purported

trade secrets other than “Steps for Selling Success,” the

Court will only consider DCI’s interrogatory response for

purposes of DCI’s Motion. (Doc. # 401-1 at 9-16).

Considering the descriptions provided in the

interrogatory response (Doc. # 401-1 at 9-16), and drawing

all reasonable inferences in favor of the non-movant (Mr.

Ruby), a reasonable factfinder could conclude that the

documents do not constitute trade secrets because the

information is generally known, readily ascertainable, or

without independent economic value. For example, the

interrogatory response merely describes DCI’s “product

pricing and market analyses” as containing information about

the types of products purchased, product numbers, their

value, vendor bid information, and sourcing strategies. (Id.

at 9). DCI’s “marketing materials” and “call scripts” are

merely described as containing information about DCI’s

capabilities to meet customer needs, written guides for sales

personnel, and email templates. (Id. at 10). With nothing

more than short, one-sentence descriptions of the purported

trade secrets, DCI’s interrogatory response does not

establish that there are no genuine disputes as to whether

the information is readily ascertainable, generally known, or

independently valuable.

As to the “Steps for Selling Success,” the record

reflects that there are genuine disputes as to whether this

document constitutes a trade secret. In his deposition, Mr.

Ruby testified that (1) the information in “Steps for Selling

Success” are universal sales best practices that he himself

developed at RedRock Leadership (his sales training company),

(2) he subsequently brought these best practices to DCI and

other companies that engaged him as a contractor, (3) that

the best practices are generally known, (4) and he teaches

the same best practices in his RedRock “Systematic

Foundation” course. (Doc. ## 403-7 at 52-61; 405-5 at 2-10;

Ruby Depo., 202:13-239:21). Drawing all reasonable inferences

in favor of Mr. Ruby, a reasonable factfinder could conclude

that “Steps for Selling Success” does not possess independent

economic value from not being generally known or readily

ascertainable and, thus, does not constitute a trade secret.

Accordingly, DCI fails to establish the absence of

genuine disputes regarding the existence of trade secrets.

Thus, DCI’s motion for summary judgment is denied as to the

existence of trade secrets.

2. Misappropriation

“One party can misappropriate another’s trade secret by

either acquisition, disclosure, or use.” Compulife, 959 F.3d

at 1311. Here, DCI contends that “the undisputed evidence

shows that Ruby violated the DTSA and FUTSA by acquisition,

use, and disclosure when he restricted the ability of others

[to] access [] the [Google] Drive documents, kept copies of

DCI’s confidential and trade secret document and then used

them to help” Microchip USA. (Doc. # 349 at 28). However, as

discussed below, DCI fails to establish the absence of genuine

disputes regarding misappropriation, and thus summary

judgment is denied on this element.

Misappropriation by Use

First, DCI contends that Mr. Ruby misappropriated the

“Steps for Selling Success” by use. DCI has presented evidence

of what appears to be Mr. Ruby emailing a document titled

“VTO – Microchip USA.xlsx” on November 19, 2021, to what

appears to be several of the former defendants. (Doc. # 405-

6 at 14). In the email, Mr. Ruby writes:

Great meeting yesterday. What we accomplished was

BIG. See the attached. I added in the proven sales

process that I created for the other company. When

we meet on Tuesday we will create our 3-year picture

and carve out our action items.

(Id.). The document, “VTO – Microchip USA.xlsx” (Id. at 15),

includes a section labelled “MARKETING STRATEGY,” which

appears to contain language that is similar to the language

contained in DCI’s “Steps for Selling Success” document (Id.

at 17), which DCI contends is its trade secret.

While this evidence does imply that Mr. Ruby may have

used “Steps for Selling Success” in preparing Microchip USA’s

VTO plan, there nonetheless remain genuine disputes of

material fact. A reasonable factfinder could interpret Mr.

Ruby’s statement of “I added in the proven sales process that

I created for the other company” as referring to a company

different than DCI. Indeed, Mr. Toma testified as such in his

deposition. (Doc. # 404-3 at 47-48; Toma Depo., 185:24-186:-

4). Furthermore, Mr. Ruby testified that he created the

“universal sales best practices” contained in “Steps for

Selling Success” through his company RedRock Leadership and

taught the same best practices in his RedRock “Systematic

Foundation” course. (Doc. ## 403-7 at 52-61, 405-5 at 2-10;

Ruby Depo., 202:13-239:21). This evidence creates a genuine

dispute as to whether Mr. Ruby used “Steps for Selling

Success” in preparing Microchip USA’s VTO plan.

Accordingly, DCI’s motion for summary judgment is denied

as to misappropriation by use.

Misappropriation by Disclosure

Next, DCI contends that Mr. Ruby misappropriated the

“Steps for Selling Success” by disclosure. DCI argues that

Mr. Ruby “transmitted DCI’s trade secrets — including its

proprietary sales training manual, DCI Steps for Selling

Success — to [Microchip USA] personnel. He did so by emailing

materials directly to [Microchip USA’s] leadership, including

Paul Venzor.” (Doc. # 349 at 29).

As an initial matter, the Court notes that

misappropriation by disclosure (or use) requires DCI to show

that Mr. Ruby knew or had reason to know he acquired knowledge

of the alleged trade secrets under circumstances giving rise

to a duty to maintain their secrecy and use. Compulife, 959

F.3d at 1311.

It is undisputed that Mr. Ruby transmitted “Steps for

Selling Success” to Microchip USA personnel. The record shows

that Jeff Ruby, from the email address

“JRuby@RedRockLeadership.com,” emailed a copy of “Steps for

Selling Success” to Paul Venzor at the email address

“paul@microchipusa.com” on March 16, 2022. (Doc. # 405-5 at

15). Mr. Ruby admits that this evidence shows that he

disclosed “Steps for Selling Success.” (Doc. # 370 at 23)

(“That example is a DCI document entitled ‘Steps for Selling

Success,’ which Mr. Ruby did disclose in some form or fashion

to several of his former co-Defendants.”).

Nonetheless, there remains a genuine dispute as to

whether Mr. Ruby’s disclosure of “Steps for Selling Success”

constitutes “misappropriation by disclosure.” In his

deposition, Mr. Ruby testified that (1) the information in

“Steps for Selling Success” are universal sales best

practices that he himself developed at RedRock Leadership

(his sales training company), (2) he subsequently brought

these best practices to DCI and other companies that engaged

him as a contractor, (3) that the best practices are generally

known, (4) and he teaches the same best practices in his

RedRock “Systematic Foundation” course. (Doc. ## 403-7 at 52-

61, 405-5 at 2-10; Ruby Depo., 202:13-239:21). Drawing all

reasonable inferences in favor of Mr. Ruby, a reasonable

factfinder could conclude that Mr. Ruby did not know or have

reason to know that “Steps for Selling Success” was subject

to a duty to maintain its secrecy.

DCI also argues that Mr. Ruby shared various DCI

documents with Microchip USA through DCI’s Google Drive.

(Doc. # 349 at 29). Indeed, DCI presents evidence of

screenshots that appear to show that Mr. Ruby shared certain

files contained within a Google Drive folder named “Direct

Components Sales Team.” (Doc. # 350-4 at 2; Doc. # 350-1 at

11, ¶ 31). Yet the screenshots do not identify which files

specifically were disclosed, to whom they were disclosed,

what the files contained, or how Mr. Ruby obtained access to

them. Drawing all reasonable inferences in favor of Mr. Ruby,

these screenshots do not establish that there is no genuine

dispute as to whether Mr. Ruby knew or had reason to know

that the files he shared were subject to a duty to maintain

their secrecy.

Accordingly, DCI’s motion for summary judgment is denied

as to misappropriation by disclosure.

Misappropriation by Acquisition

“A person misappropriates a trade secret by acquisition

when he acquires it and ‘knows or has reason to know that the

trade secret was acquired by improper means.’” Compulife, 959

F.3d at 1311 (citation omitted). “‘[I]mproper means’ is

defined to include ‘theft, bribery, misrepresentation, breach

or inducement of a breach of a duty to maintain secrecy, or

espionage through electronic or other means.’” Id. (citation

omitted).

DCI argues that Mr. Ruby “exploited insider access, in

breach of his duty of confidentiality, to seize and retain

control over DCI’s proprietary information.” (Doc. # 349 at

29). Specifically, DCI contends:

On October 10, 2021, when DCI terminated Ruby, he

immediately began taking steps to seize control of

DCI’s trade secrets. He restricted DCI’s employees’

access to the [Google] Drive, effectively holding

hostage DCI’s most critical documents. When DCI’s

management requested that access be restored, Ruby

refused unless his final invoice was paid. Even

though DCI assured Ruby the invoice would be paid

and stressed the urgency of restoring access to

documents that were “extremely important company

documents,” Ruby continued to withhold them. Only

after DCI issued payment did Ruby send a copy of

the files to DCI, and even then he falsely

represented that the thumb drive he provided

contained the only copy of the materials. In

actuality, Ruby retained his own copies.

(Id. at 28-29) (citations omitted).

There remains a genuine dispute as to whether Mr. Ruby

acquired the Google Drive files by “improper means.” On August

1, 2025, Robert Rohr (Mr. Ruby’s retained digital forensic

analyst) submitted a declaration that analyzed the metadata

of the Google Drive. (Doc. # 325-2 at 5-8). Mr. Rohr concluded

that Mr. Ruby did not have the requisite ownership permissions

to control access to the files in question, but that instead

the files were owned and controlled by DCI. (Id.). Further,

Mr. Rohr concluded that Mr. Ruby’s access to the files was

contingent on the sharing permissions that DCI had granted to

Mr. Ruby. (Id.). Drawing all reasonable inferences in favor

of Mr. Ruby, a reasonable factfinder could conclude that Mr.

Ruby’s acquisition of the Google Drive files was not done by

improper means.

Accordingly, DCI’s motion for summary judgment is denied

as to misappropriation by acquisition.

B. Breach of Contract and Breach of Duty of Loyalty;

DCI’s motion to amend

Next, DCI moves for summary judgment on its purported

breach of contract claim against Mr. Ruby. (Doc. # 349 at 15-

22). In response, Mr. Ruby argues that DCI cannot obtain

summary judgment on such a claim because the Second Amended

Complaint does not assert a breach of contract claim against

him. (Doc. # 370 at 12). Similarly, Mr. Ruby moves for summary

judgment on Count VII (breach of duty of loyalty), contending

that the Second Amended Complaint lacks allegations directed

at him. (Doc. # 347 at 30-31).

After these motions were filed, DCI filed its Omnibus

Pretrial Motion on October 9, 2025. (Doc. # 386). Among other

relief, DCI asks for leave to file a third amended complaint.

(Id.). The proposed third amended complaint seeks to add new

factual allegations concerning Mr. Ruby (Doc. # 386-6 at 21),

to add Mr. Ruby as a defendant to Count III (breach of

contract) and supply allegations supporting that theory (Id.

at 31–33), and to expand Count VII (breach of duty of loyalty)

to include allegations against Mr. Ruby. (Id. at 41–42).

Notably, DCI filed this request to amend only after discovery

closed and after briefing on summary judgment concluded.

Because both parties’ summary judgment arguments turn on

what was, and was not, pled in the Second Amended Complaint,

the Court addresses the Motions in conjunction with DCI’s

request for leave to amend.

1. DCI’s request to amend the complaint

“[B]ecause [DCI]’s motion to amend was filed after the

scheduling order’s deadline, [DCI] must first demonstrate

good cause under Rule 16(b) before [the Court] will consider

whether amendment is proper under Rule 15(a).” Sosa v.

Airprint Sys., Inc., 133 F.3d 1417, 1419 (11th Cir. 1998). “A

party seeking the extension of an already-expired scheduling

order deadline must show both good cause and excusable

neglect.” Payne v. C.R. Bard, Inc., 606 F. App’x 940, 944

(11th Cir. 2015). “In determining whether a party has shown

excusable neglect warranting an extension, a court must

consider all pertinent circumstances, including the danger of

prejudice to the nonmovant, the length of the delay and its

potential impact on judicial proceedings, the reason for the

delay, including whether it was within the reasonable control

of the movant, and whether the movant acted in good faith.”

Id. (internal quotations omitted).

DCI argues that it should be permitted to amend the

Second Amended Complaint “merely to comport with the facts

revealed during discovery.” (Doc. # 386 at 24). Notably, the

only claim that DCI explicitly discusses in its motion to

amend is the breach of contract claim. See (Id.) (stating

that Mr. Ruby “understood DCI alleged against him claims for

breach of contract in this lawsuit” and that “DCI’s breach of

contract claim is not just actionable, rather than futile, it

is so clear as to justify entry of summary judgment for

DCI.”). This is despite the fact that DCI’s proposed third

amended complaint also seeks to amend portions of the Second

Amended Complaint beyond the breach of contract claim. See

(Doc. # 386-6 at 41-42) (seeking to add allegations to the

complaint against Mr. Ruby under Count VII, breach of duty of

loyalty).

As to DCI’s argument that it seeks to “merely to comport

with the facts revealed during discovery,” it appears that

DCI is referencing the events of June 2025. (Doc. # 349 at 9-

10, ¶ 32-34). According to DCI, Mr. Ruby had repeatedly

represented that he had no copies of any DCI records. (Id. at

9, ¶ 32). However, on June 5, 2025, DCI conducted a review of

its Google Drive logs, which revealed that Mr. Ruby had

accessed, shared, changed access permissions, and restricted

access to files that allegedly contained DCI’s confidential

information. (Id. at 19). On June 9, 2025, DCI sent a letter

to Mr. Ruby’s counsel, arguing that Mr. Ruby had violated

several discovery obligations in failing to disclose his

possession and control of DCI’s Google Drive files. (Doc. #

386-7 at 19). On June 18, 2025, Mr. Ruby produced

“approximate[ly] 1,745 files (or 8,579 pages) of DCI files”

that were stored on Mr. Ruby’s back-up drive. (Doc. # 349 at

10; Doc. # 386 at 8).

As an initial matter, DCI’s argument is unpersuasive

because it references only the Rule 15(b)(2) standard for

amending pleadings. Though Rule 15(b)(2) does provide for

amendment of pleadings “to conform them to the evidence,” the

Eleventh Circuit has held that Rule 15(b)(2) does not apply

before trial. Blue Cross & Blue Shield of Alabama v. Weitz,

913 F.2d 1544, 1550 (11th Cir. 1990) (“Fed. R. Civ. Pro. 15(b)

is inapposite where, as here, there was no trial because the

district court decided the case at the summary judgment

stage.”).

DCI has shown neither the good cause nor excusable

neglect required by Rule 16(b). Good cause requires showing

that the deadline in question could not be met “despite the

diligence of the party seeking the extension.” Sosa, 133 F.3d

at 1418. Here, the “newly discovered evidence” of Mr. Ruby’s

continued possession of DCI’s Google Drive files was first

made known to DCI in June 2025. (Doc. # 386 at 8). Yet DCI

waited until after discovery closed on August 7 and after

summary judgment briefing concluded on October 3 before

finally seeking amendment of the complaint on October 9, 2025.

(Doc. # 386). In essence, DCI delayed nearly four months

before seeking amendment to add Mr. Ruby to its breach of

contract claim, and in the meantime, DCI moved for summary

judgment on the very claim that it later acknowledged required

amendment. This delay was entirely within DCI’s control, and

DCI offers no persuasive explanation for failing to seek

amendment earlier before the close of discovery or before the

dispositive motions deadline.

Allowing DCI to amend its complaint to assert a breach

of contract claim against Mr. Ruby at this late stage would

prejudice Mr. Ruby by expanding the claims against him after

he has already completed discovery and litigated dispositive

motions based on the existing pleadings. Amendment would also

significantly disrupt the orderly administration of this case

by effectively reopening pleadings and, necessarily,

discovery and motion practice. Courts routinely deny

amendment under these circumstances. See Lowe’s Home Centers,

Inc. v. Olin Corp., 313 F.3d 1307, 1315 (11th Cir. 2002)

(“[I]t is not an abuse of discretion for a district court to

deny a motion for leave to amend following the close of

discovery, past the deadline for amendments and past the

deadline for filing dispositive motions.”).

Accordingly, DCI’s request for leave to file third

amended complaint within its Omnibus Pretrial Motion (Doc. #

386) is denied.

2. Breach of Contract

In its Motion for Summary Judgment, DCI states that “the

[Second Amended Complaint] includes several counts against

Ruby, including . . . breach of contract (Count III).” (Doc.

# 347 at 14). However, as Mr. Ruby rightfully points out,

“Mr. Ruby is not named in Count III of the operative Complaint

— not in the title, and not in any of the allegations.” (Doc.

# 370 at 8). Indeed, Count III of the Second Amended Complaint

refers to former defendants Toma, Hart, Arnold, Koga, Venzor,

and Prusik. (Doc. # 55 at 31-33). Mr. Ruby is not mentioned

in Count III at all.

Nonetheless, DCI argues that “[t]he fact that DCI’s

Second Amended Complaint does not name Ruby in Count III does

not affect DCI’s entitlement to summary judgment.” (Doc. #

349 at 17). DCI cites to Sams v. United Food & Commercial

Workers International Union, 866 F.2d 1380, 1384 (11th Cir.

1989), for the proposition that “a complaint need not specify

in detail the precise theory giving rise to recovery.”

Further, DCI contends that the Federal Rules of Civil

Procedure “require only that the defendant be on notice as to

the claim being asserted against him and the grounds on which

it rests,” and that Mr. Ruby has been “on notice.” (Doc. #

349 at 17-18).

The Court is not persuaded by DCI’s arguments. The

Eleventh Circuit has “explained that under Rule 8(a)(3), any

pleading that sets forth a claim must include a ‘concise

statement identifying the remedies and the parties against

whom relief is sought.’” Cohen v. Office Depot, Inc., 184

F.3d 1292, 1297 (11th Cir. 1999), vacated in part on other

grounds, 204 F.3d 1069 (11th Cir. 2000) (quoting Goldsmith v.

City of Atmore, 996 F.2d 1155, 1161 (11th Cir. 1993))

(emphasis added). Indeed, the Eleventh Circuit acknowledged

“Rule 8(a)(3)’s express and unambiguous direction that the

plaintiff include a demand for relief in her pleadings.”

Cohen, 184 F.3d at 1298. Accordingly, a pleading does not

state a claim if it fails to identify the party against whom

relief is sought. See American Home Assurance Co. v. Phineas

Corp., 347 F. Supp. 2d 1231, 1240 (M.D. Fla. 2004) (“[I]n

light of the Plaintiff’s clear failure to include a claim for

relief for breach of contract against any Defendant other

than Phineas in count one of the amended complaint, it was

error for this Court to enter judgment against the other

Defendants as to count one.”); Barkett v. Hardy, 571 So.2d

13, 14 (Fla. 2d DCA 1990) (“Entering judgment against a

defendant not named in the pertinent pleading is clear

error.”).

As DCI itself acknowledges, “DCI removed Ruby’s name

from Count III and filed the Second Amended Complaint . . ..”

(Id.). Yet, DCI contends that Mr. Ruby could still “discern

his liability for breach of contract.” (Id.). To the contrary,

the Court concludes that because DCI did not identify Mr.

Ruby in Count III of the Second Amended Complaint, DCI failed

to comply with Rule 8(a)(3)’s requirement to identify the

parties against whom relief is sought. As the Eleventh Circuit

has recognized, “[l]iberal pleading does not require that, at

the summary judgment stage, defendants must infer all

possible claims that could arise out of facts set forth in

the complaint. The proper procedure . . . to assert a new

contract claim was to seek to amend her complaint.” Gilmour

v. Gates, McDonald & Co., 382 F.3d 1312, 1315 (11th Cir. 2004)

(citation omitted).

Accordingly, because the Second Amended Complaint does

not assert a breach of contract claim against Mr. Ruby, the

Court cannot grant summary judgment on that purported claim.

Thus, DCI’s motion for summary judgment is denied as to the

purported breach of contract claim against Mr. Ruby.

3. Breach of Duty of Loyalty

Having resolved all arguments from DCI’s Motion for

Partial Summary Judgment, the Court now addresses the

arguments raised in Mr. Ruby’s Motion for Summary Judgment.

In the Second Amended Complaint, Count VII asserts a

claim for breach of the duty of loyalty against Mr. Ruby.

(Doc. # 55 at 39). But Count VII contains no factual

allegations describing any conduct by Mr. Ruby. (Id. at 39-

41). In fact, beyond identifying him in the caption of the

Count, the allegations numbered under Count VII are entirely

silent as to Mr. Ruby. (Id.). Nonetheless, Mr. Ruby answered

Count VII and denied all allegations. (Doc. # 64 at 12).

A complaint need only contain a concise statement

identifying the remedies and the parties against whom relief

is sought. Cohen, 184 F.3d at 1297. Here, the Second Amended

Complaint specifically identified Count VII as against Mr.

Ruby. (Doc. # 55 at 39). Mr. Ruby specifically answered Count

VII and denied all allegations thereunder. (Doc. # 64 at 12).

Further, Mr. Ruby conducted discovery on Count VII. (Doc. #

372-1 at 199) (showing Mr. Ruby’s interrogatory requesting

DCI to “[i]dentify precisely, separately, and distinctly

every action or inaction that you contend breached my duty of

loyalty to DCI.”). Accordingly, these facts indicate that Mr.

Ruby was on notice that the Second Amended Complaint asserted

a breach of duty of loyalty claim against him.

Having concluded that the Second Amended Complaint

includes a claim for breach of duty of loyalty against Mr.

Ruby, the Court now turns to Mr. Ruby’s motion for summary

judgment on that claim. Here, genuine disputes of material

fact preclude summary judgment for Mr. Ruby on the breach of

duty of loyalty claim. DCI has presented evidence that Mr.

Ruby was subject to a duty of loyalty as a sales director and

leader at DCI. (Doc. # 408-2 at 44; Premsukh Depo., 167:22-

168-4). DCI has also presented evidence that Mr. Ruby

restricted access to DCI’s Google Drive containing

confidential business materials and retained thousands of DCI

files on a personal back-up device. (Doc. ## 350-1 at 12;

Doc. 350-4; 350-19; 350-20). DCI’s corporate representative

testified that Mr. Ruby “staged a walkout” of DCI employees

around October 20, 2021. (Doc. 408-2 at 15; Premsukh Depo.,

50:17-18). In addition, DCI has presented evidence of what

appears to be Mr. Ruby emailing a document titled “VTO –

Microchip USA.xlsx” on November 19, 2021, to several of the

former defendants. (Doc. # 405-6 at 14). In the email, Mr.

Ruby writes :

Great meeting yesterday. What we accomplished was

BIG. See the attached. I added in the proven sales

process that I created for the other company. When

we meet on Tuesday we will create our 3-year picture

and carve out our action items.

(Id.). Furthermore, DCI has presented evidence that Mr. Ruby,

on behalf of Microchip USA, engaged in sales meetings and

discussions with certain DCI customers during the period

immediately following his departure from DCI and the

formation of Microchip USA. (Doc. # 355-7).

Drawing all reasonable inferences in favor of DCI, a

reasonable factfinder could conclude that Mr. Ruby breached

a duty of loyalty owed to DCI by misappropriating its

confidential information or creating a competing business

with the former defendants. These theories of liability are

the same theories of liability that DCI articulated under

Count VII of the Second Amended Complaint (Doc. # 55 at 40)

and reiterated to Mr. Ruby in discovery. See (Doc. # 372-1 at

205-13). Though Count VII does not list Mr. Ruby in the

allegations, Mr. Ruby was on notice of the claim asserted

against him in Count VII as he specifically answered Count

VII and denied all of the allegations thereunder.

Furthermore, the Second Amended Complaint supplies various

allegations that articulate DCI’s theory of Mr. Ruby’s breach

of duty of loyalty by way of misappropriation or inducement

of DCI employees to form a competitor business. (Doc. # 55 at

20, ¶ 70-73). And, as discussed above, the summary judgment

record provides evidence from which a reasonable fact finder

could find in favor of DCI on the same allegations and

theories of liability articulated in the Second Amended

Complaint.

Accordingly, Mr. Ruby motion for summary judgment is

denied as the breach of duty of loyalty claim.

C. Tortious Interference

Next, Mr. Ruby argues that he is “entitled to summary

judgment on DCI’s tortious interference with advantageous

business relationships claim” because “DCI does not have

sufficient evidence that Mr. Ruby’s supposed tortious

interference caused any damages DCI may have suffered.” (Id.

at 22).

“The elements of tortious interference with a business

relationship are (1) the existence of a business relationship

. . . (2) knowledge of the relationship on the part of the

defendant; (3) an intentional and unjustified interference

with the relationship by the defendant; and (4) damage to the

plaintiff as a result of the breach of the relationship.”

Ethan Allen, Inc. v. Georgetown Manor, Inc., 647 So. 2d 812,

814 (Fla. 1994) (citation and quotation marks omitted). “A

protected business relationship need not be evidenced by an

enforceable contract.” Id. “However, the alleged business

relationship must afford the plaintiff existing or

prospective legal or contractual rights.” Id. (citation and

quotation marks omitted).

Here, the record reflects genuine disputes as to whether

Mr. Ruby’s alleged interference caused damages to DCI.

DCI has presented evidence of the amount of business DCI

conducted with a sample of nine “overlapping customers” (i)

before and while Ruby was employed by DCI (2019 through

October 9, 2021), (ii) within the three months Ruby and the

former defendants were allegedly forming Microchip USA

(October 10, 2021 through December 31, 2021), and (iii) after

Microchip USA became operational (2022-2023). (Doc. # 372-

4). In addition, DCI has presented evidence of Microchip USA’s

invoices, starting in November 2021, to certain “overlapping

customers” for sales of Microchip USA’s products. (Doc. #

355-7). Alongside these invoices, DCI presents evidence of

Mr. Ruby (in conjunction with other former defendants)

conducting sales meetings by Microsoft Teams and sales

discussions by email on behalf of Microchip USA with specific

contacts at “overlapping customers” during the months of

November 2021 through January 2022. (Id.). In addition, DCI

presents evidence that DCI was conducting sales discussions

by email with the same contact persons representing the same

“overlapping customers” just a few months before Mr. Ruby’s

meetings and discussions with those contacts. (Id.).

Drawing all reasonable inferences in favor of DCI, a

reasonable factfinder could conclude that DCI had protectable

business relationships with at least some of the overlapping

customers, and that Mr. Ruby’s alleged interference caused

damages in the form of DCI’s lost business with those

customers. Accordingly, Mr. Ruby’s motion for summary

judgement is denied as to the tortious interference with

advantageous business relationships claim.

D. Damages

Finally, Mr. Ruby argues that he is “entitled to summary

judgment on all of DCI’s claims because DCI does not have

sufficient evidence of damages.” (Doc. # 347 at 4).

Specifically, Mr. Ruby’s argument is predicated on the Court

excluding certain of DCI’s damages computations under Rule

37. (Doc. # 347 at 4-22). Thus, Mr. Ruby’s summary judgment

argument on damages is twofold. First, he asks the Court to

sanction DCI by excluding its damages computation under Rule

37. Then, assuming the Court rules favorably on that request,

Mr. Ruby seeks summary judgment because of the lack of

evidence of DCI's damages. However, because Mr. Ruby’s

argument fails on the first request, summary judgment is not

proper.

1. Mr. Ruby’s request to exclude DCI’s Lost Profit

Damages Computation

The Court begins with Mr. Ruby’s request to exclude DCI’s

evidence of damages.

The Federal Rules of Civil Procedure required DCI to

provide Mr. Ruby with information about its claim for damages.

Under Rule 26(a)(1)(A)(iii), a party must, without awaiting

a discovery request, provide “a computation of each category

of damages claimed” and must also make available for

inspection and copying the documents or other evidentiary

material on which each computation is based. Under Rule 26(e),

a party who makes a disclosure under Rule 26(a) must

supplement its disclosure in a timely manner if the party

learns the initial disclosure is incomplete or incorrect, and

if the additional or corrective information has not otherwise

been made known to the other parties during the discovery

process or in writing. Rule 37 enforces the disclosure

requirements of Rule 26. Under Rule 37(c), if a party fails

to provide information as required by Rule 26(a) or (e), the

party is not allowed to use that information or witness to

supply evidence on a motion, at a hearing, or at a trial,

unless the failure was substantially justified or is

harmless. In other words, the Court must exclude that

information if the Rule 26 violation was not substantially

justified or harmless.

“An individual’s discovery conduct should be found

‘substantially justified’ under Rule 37 if it is a response

to a ‘genuine dispute, or if reasonable people could differ

as to the appropriateness of the contested action.’” In re

Delta/AirTran Baggage Fee Antitrust Litig., 846 F. Supp. 2d

1335, 1358 (N.D. Ga. Feb. 3, 2012) (quoting Devaney v. Cont’l

Am. Ins. Co., 989 F.2d 1154, 1163 (11th Cir. 1993)). Discovery

conduct is harmless “if it is honest [] and is coupled with

the other party having sufficient knowledge that the material

has not been produced.” Id. (quoting Go Med. Indus. Pty, Ltd.

v. Inmed Corp., 300 F. Supp. 2d 1297, 1308 (N.D. Ga. 2003)).

Whether the opposing party suffered prejudice underlies the

harmlessness determination. See Hewitt v. Liberty Mut. Grp.,

Inc., 268 F.R.D. 681, 683 (M.D. Fla. 2010). “Prejudice

generally occurs when late disclosure deprives the opposing

party of a meaningful opportunity to perform discovery and

depositions related to the documents or witnesses in

question.” Berryman-Dages v. City of Gainesville, No. 1:10-

cv-177-MP-GRJ, 2012 WL 1130074 at *2 (N.D. Fla. Apr. 4, 2012).

The untimely party bears “[t]he burden of establishing that

a failure to disclose was substantially justified or

harmless.” Mitchell v. Ford Motor Co., 318 F. App’x 821, 824

(11th Cir. 2009) (quoting Leathers v. Pfizer, Inc., 233 F.R.D.

687, 697 (N.D. Ga. 2006)). At the same time, “[t]he district

court has broad discretion in determining whether a violation

is justified or harmless” under Rule 37. Abdulla v. Klosinski,

898 F. Supp. 2d 1348, 1359 (S.D. Ga. 2012) (citation omitted).

On October 13, 2023, DCI provided Mr. Ruby with DCI’s

“Initial Disclosure.” (Doc. # 347-2). DCI’s Initial

Disclosure did not provide a computation of any category of

damages. (Id. at 7-8). Plainly, DCI’s Initial Disclosure was

incomplete because it did not comply with Rule

26(a)(1)(A)(iii)’s requirement to provide a computation of

each category of damages claimed. Accordingly, since October

13, 2023, DCI was obligated by Rule 26(e) to supplement its

Initial Disclosure in a timely manner to provide Mr. Ruby

with a computation of each category of damages claimed.

On August 7, 2025, at 9:48 p.m. on the final day of the

discovery period, DCI provided Mr. Ruby with its “Amended

Initial Disclosure.” (Doc. # 350-24). There, DCI provided,

for the first time, a new purported damages computation:

$7,859,108 in lost profits. That figure is based on “Exhibit

2 and 3” of the Amended Initial Disclosure, which calculates

DCI’s profit margin for 2022-2025 and applies it against the

sales of Microchip USA to overlapping customers identified in

the parties’ escrow process. (Id. at 26-27).

Mr. Ruby argues that DCI should be precluded from

pursuing lost profit damages because DCI did not disclose the

lost profit computation until August 7, 2025, the last day of

discovery. (Doc. # 347 at 9). In essence, Mr. Ruby contends

that DCI’s lost profit damages computation is an untimely

supplement under Rule 26(e). Further, Mr. Ruby argues that

DCI’s untimely damages disclosure must be excluded under Rule

37(c) because DCI’s failure to timely disclose its lost profit

computation was not substantially justified or harmless. (Id.

at 20). According to Mr. Ruby, the untimely disclosure

prevented him from engaging in meaningful discovery of DCI’s

purported lost profit damages. (Id.).

DCI does not appear to dispute that its lost profit

computation was untimely disclosed. (Doc. # 371 at 5-9).

Indeed, it would be difficult for DCI to do so. Since filing

its Initial Disclosure in October 2023, more than 660 days

passed before DCI provided a computation of lost profits.

Indeed, Rule 26(e) requires a party to supplement its initial

disclosure in a timely manner if there is any incomplete

information. Plainly, DCI did not provide the lost profit

computation in a timely manner by delivering it nearly two

years later in the final hours of discovery. Nonetheless, DCI

argues that its lost profit computation should not be excluded

because its untimely disclosure was substantially justified

and harmless. (Id.).

First, DCI argues that the untimely disclosure was

harmless because “there is ample time to prevent any

conceivable risk of surprise or prejudice to Ruby without

disrupting the trial, as the trial is not scheduled to begin

until February 2026 (nearly five months after).” (Doc. # 371

at 8). Implicit in DCI’s argument is the implication that the

harmfulness of DCI’s untimely disclosure could be cured if

the Court reopened discovery so that Mr. Ruby can conduct

discovery on DCI’s lost profit computation. Indeed, this

implicitly acknowledges that Mr. Ruby was in fact prejudiced

by DCI’s untimely disclosure, as Mr. Ruby was deprived of a

meaningful opportunity to perform discovery and depositions

related to the lost profit computation.

There is no doubt that further extending discovery would

further prejudice Mr. Ruby. Discovery in this case has dragged

on for nearly two years, and has been extended seven times,

not including several other Court-authorized discovery

extensions of limited scope. See (Doc. ## 49, 79, 149, 171,

190, 210, 301). Extending the discovery period again would

only serve to prolong this case further. As the Court stated

in its September 26, 2025 Order, “[t]he Court will not extend

the discovery deadline any further.” (Doc. # 376). Without

the ability to conduct discovery on the lost profit

computation, Mr. Ruby is clearly prejudiced by DCI’s untimely

disclosure. Accordingly, the Court cannot conclude that DCI’s

untimeliness was harmless.

Second, DCI argues that its untimely disclosure was

substantially justified because its lost profit computation

essentially relies on Microchip USA’s financial records,

which were produced to DCI only in late July 2025. (Doc. #

371 at 8). Indeed, DCI’s lost profit calculation is based

upon applying DCI’s profit margin against Microchip USA’s

revenue from customers who purchased electronic components

from both DCI and Microchip USA (i.e., overlapping

customers). (Doc. # 350-24 at 26-27). To identify the

overlapping customers, the parties collectively participated

in a months-long escrow process, whereby the parties

submitted their customer data and financial records to a

third-party. (Doc. # 349 at 13). As DCI explains, and Mr.

Ruby admits, Microchip USA only produced the finalized

account summaries for overlapping customers on July 22, 2025.

(Doc. # 371-5 at 13) (showing the delivery of documents

labelled “Microchip 00001550 – Microchip 00001684”). As DCI’s

lost profit calculation shows, it is these documents upon

which the lost profit computation was based. (Doc. # 348-11

at 2).

The Court acknowledges the commentary to Rule 26(a),

which provides that “a party would not be expected to provide

a calculation of damages which . . . depends on information

in the possession of another party or person.” Fed. R. Civ.

P. 26(a)(1)(C) Notes of Advisory Committee on Rules – 1993

Amendment. Indeed, DCI’s computation of lost profits depended

on information in Microchip USA’s possession, and the

relevant information came into DCI’s possession only on July

22, 2025, when Microchip USA produced the documents labelled

“Microchip 00001550 – Microchip 00001684.” Within 16 days

later, DCI provided the lost profit computation to Mr. Ruby.

On these facts, the Court concludes that DCI’s untimely

disclosure was substantially justified. The record

demonstrates that the timing of DCI’s lost profit computation

disclosure was driven not by gamesmanship or bad faith, but

by the practical realities of the parties’ escrow process and

the delayed availability of financial data uniquely within

Microchip USA’s control. Once DCI obtained the relevant

financial information from Microchip USA, DCI produced its

lost profit damages computation to Mr. Ruby in a reasonable

timeframe of 16 days.

Accordingly, because DCI’s delayed lost profit

computation disclosure was substantially justified, the lost

profit computation is not excluded by Rule 37.

2. DCI’s Evidence of Damages

The Court now turns to Mr. Ruby’s argument that DCI has

insufficient evidence of damages for its claims of trade

secret misappropriation, tortious interference, and duty of

loyalty.

Under the DTSA and FUTSA, a court may award damages for

actual loss or unjust enrichment.1 See 18 U.S.C. §

1836(b)(3)(B); Fla. Stat. § 688.004(1). Courts have taken

various approaches to defining “actual loss” or “unjust

enrichment” in trade secret cases, but have consistently

recognized that the plaintiff’s lost profits are an

appropriate measure of damages. See Geodetic Services, Inc.

v. Zhenghzou Sunward Tech. Co. Ltd., No. 8:13-cv-1595-MSS-

TBM, 2014 WL 12620804 at *6 (M.D. Fla. Apr. 4, 2014) (“‘Actual

loss’ can include ‘loss of profits, lost customers or lost

market share to the owner of the trade secret caused by the

misappropriation.’” (citation omitted)); Healthplan

Services, Inc. v. Dixit, No. 8:18-cv-2608-SDM-AAS, 2021 WL

4927434 at *5 (M.D. Fla. May 27, 2021) (noting unjust

enrichment can include “value of the plaintiff’s lost

profits, the defendant’s actual profits from the use of the

trade secret, the value a reasonably prudent investor would

have paid for the trade secret, the developmental costs the

defendant avoided by the misappropriation, and a reasonable

1 In lieu of actual loss or unjust enrichment, a court may

also award damages measured by imposition of a reasonable

royalty for use or disclosure of the trade secret. 18 U.S.C.

§ 1836(b)(3)(B); Fla. Stat. § 688.004(1).

royalty”), report and recommendation adopted, No. 8:18-cv-

2608-SDM-AAS, 2021 WL 4926752 (M.D. Fla. July 22, 2021).

Lost profits are also recoverable as damages for DCI’s

claims for tortious interference and aiding and abetting the

breach of duty of loyalty. See Tymar Distribution LLC v.

Mitchell Grp. USA, LLC, 558 F. Supp. 3d 1275, 1285 (S.D. Fla.

2021) (“Lost profits are certainly compensatory damages. And

in claims with no underlying transaction, such as business

torts, lost profits are often directly caused by a defendant’s

wrongful act and recoverable simply as compensatory damages.”

(citations omitted)).

“[L]ost profit damages are recoverable if there is ‘some

standard by which the amount of damages may be adequately

determined.’” Nebula Glass Intern., Inc. v. Reichhold, Inc.,

454 F.3d 1203, 1217 (11th Cir. 2006) (quoting W.W. Gay Mech.

Contractor, Inc. v. Wharfside Two, Ltd., 545 So.2d 1348, 1350–

51 (Fla. 1989)). “[U]ncertainty as to the precise amount of

the lost profits will not defeat recovery so long as there is

a reasonable yardstick by which to estimate the damages.” Id.

Indeed, “the uncertainty which defeats recovery in such cases

is the cause of the damage rather than the amount.” Id.

(quoting W.W. Gay, 545 So.2d at 1350–51) (quotation marks

omitted).

Here, DCI’s lost profit computation (Doc. # 350-24)

creates a genuine dispute of material fact as to its damages

for each of its claims. Even apart from the lost profit

computation itself, DCI has presented other evidence of lost

profits that create a genuine dispute of material fact as to

its damages for each of its claims.

First, DCI’s chief executive officer and founder, Aaron

Nursey, testified that DCI has “somewhere around a 50 percent

profit margin.” (Doc. # 408-2 at 43, Nursey Depo., 161:15-

16). Further, DCI has presented some of its financial

statements that indicate its annual gross profit, operating

income, and net income, and the respective profit margins.

(Doc. # 405-3 at 22).

Next, DCI has identified hundreds of “overlapping

customers,” i.e., businesses that have historically purchased

products from DCI and have subsequently purchased products

from Microchip USA starting in late 2021 and early 2022. (Doc.

# 405-7). DCI has also presented evidence of Microchip USA’s

invoices, starting in November 2021, to certain “overlapping

customers” for sales of Microchip USA’s products. (Doc. #

355-7). Alongside these invoices, DCI presents evidence of

Mr. Ruby conducting sales meetings by Microsoft Teams and

sales discussions by email on behalf of Microchip USA with

specific contacts at “overlapping customers” during the

months of November 2021 through January 2022. (Id.). DCI was

conducting sales discussions by email with the same contact

persons representing the same “overlapping customers” just a

few months before Mr. Ruby’s meetings and discussions with

those contacts. (Id.).

In addition, DCI has presented evidence of what appears

to be Mr. Ruby emailing a document titled “VTO – Microchip

USA.xlsx” on November 19, 2021, to several of the former

defendants, including Hart, Van De Motter, Lawless, Arnold,

Kogge, Venzor, and Toma. (Doc. # 405-6 at 14). In the email,

Mr. Ruby writes :

Great meeting yesterday. What we accomplished was

BIG. See the attached. I added in the proven sales

process that I created for the other company. When

we meet on Tuesday we will create our 3-year picture

and carve out our action items.

(Id.). The document, “VTO – Microchip USA.xlsx” (Id. at 15),

includes a section labelled “MARKETING STRATEGY,” which

appears to contain language that is similar to that contained

in DCI’s “Steps for Selling Success” document. (Id. at 17).

Finally, Mr. Ruby admits that from the early 2010s until

2022, Mr. Ruby had a “Synology NAS device” backup drive (the

“Ruby Back-up Drives”) that automatically synced with his

computer. (Doc. # 370 at 5-6, ¶ 33). According to Mr. Ruby,

he only realized in January 2025 that the Ruby Back-up Drives

contained various documents “dating from his time at DCI.”

(Id.). Indeed, the undisputed facts show that the Ruby Back-

up Drives contained “approximately 1,745 files, which

represented 8,579 pages, of DCI files,” which included

“copies of files and folders . . . such as DCI spreadsheets

that contain customer names, contact information,

profitability data, and part order history, as well as DCI

sales training materials, strategy and pricing documents, and

employee profiles.” (Doc. # 349 at 10-11, ¶¶ 34-41; Doc. #

370 at 6, ¶¶ 34-41). On August 27, 2025, Mr. Ruby produced a

list of files stored on the Ruby Back-up Drives, which showed

that he continued to possess thousands of files that appear

to be copies from DCI’s cloud storage. (Doc. # 349 at 10-11,

¶¶ 34-41). The list produced by Mr. Ruby appears to show that

hundreds of these files on the Ruby Back-up Drives were

modified, accessed, or changed at some point after Mr. Ruby’s

separation from DCI on October 20, 2021. (Id.).

Drawing all reasonable inferences in favor of DCI, a

reasonable factfinder evaluating this evidence could conclude

that DCI’s lost profits could be estimated by applying DCI’s

profit margin against the value of Microchip USA’s invoices

to “overlapping customers.” Further, a reasonable factfinder

could conclude that those lost profits are a consequence of

either (1) the alleged misappropriation of “Steps for Selling

Success” into Microchip USA’s VTO plan, (2) the alleged

interference with customer relationships, or (3) the alleged

aiding of the former defendants’ alleged breaches of loyalty.

Nonetheless, Mr. Ruby argues alternatively that DCI’s

lost profit computation is improper because no reasonable

factfinder could conclude that “but for the wrongdoing of Mr.

Ruby (and his former co-Defendants), every sale made by

Microchip for some number of years and/or category of

customers would have instead been made by DCI.” (Doc. # 347

at 17). Indeed, DCI’s CEO testified that DCI has “thousands”

of competitors other than Microchip USA. (Doc. # 408-2 at 44,

Nursey Depo., 166:12-19).

Mr. Ruby’s argument improperly demands direct proof that

each specific sale would have been awarded to DCI if they had

not gone to Microchip USA. The law imposes no such burden.

Importantly, “‘[q]uestions regarding the reasonableness and

quantification of damages are generally issues of fact.’

Therefore, the jury — rather than the Court on summary

judgment — should weigh the evidence and resolve at trial all

factual questions relating to consequential damages.”

Nature’s Products, Inc. v. Natrol, Inc., 990 F. Supp. 2d 1307,

1315 (S.D. Fla. 2013) (quoting Exim Brickell LLC v. PDVSA

Servs. Inc., 516 F. App’x 742, 759 (11th Cir. 2013)); see

also Slip–N–Slide Records, Inc. v. TVT Records, LLC, No. 05–

21113–CIV, 2007 WL 3232274, at *12 (S.D. Fla. Oct. 31, 2007)

(“Proof of the amount of damages need not conform to any

particular methodology, and exact proof of the amount of

damages is not required.”).

Here, the evidence in the record shows a continuity of

DCI’s customer relationships, a diversion of customer sales

to Microchip USA, and a direct overlap between the DCI’s

historical business and Microchip USA’s subsequent revenue.

Drawing all inferences in favor of DCI, a reasonable

factfinder may infer causation and quantify loss by (1)

relying on DCI’s lost profit computation, or (2) applying

DCI’s historical profit margin to the revenue diverted to

Microchip USA. Thus, on this record, DCI has sufficient

evidence of damages to proceed to trial.

Accordingly, Mr. Ruby’s motion for summary judgment as

to damages is denied.

3. DCI’s Other Damages Computations

In addition to challenging DCI’s lost profit

computation, Mr. Ruby challenges two other damages

computations produced by DCI. Namely, Mr. Ruby contends that

DCI is not entitled, as a matter of law, to (1) “the supposed

amount it spent to advertise, hire, and replace the sales

team employees” (Doc. # 347 at 24), and (2) “supposed amount

[at which] it values the information contained in its

confidential databases.” (Doc. # 347 at 10).

As discussed above, Mr. Ruby’s motion for summary

judgment is denied because the Court has concluded that DCI

has sufficient evidence of damages. Accordingly, there is no

need for the Court to rule on the propriety of specific

damages computations at this summary judgment stage. Indeed,

“nothing requires a court to decide a non-case-dispositive

issue raised in a summary judgment motion if a trial may

ultimately moot the issue.” Las Brisas Condo. Homes Condo.

Ass'n, Inc. v. Empire Indem. Ins. Co., No. 2:21-CV-41-KCD,

2024 WL 69509 at *1 (M.D. Fla. Jan. 5, 2024) (citations

omitted); see also Fed. R. Civ. P. 56(a) (summary judgment is

appropriate “if the movant shows that there is no genuine

dispute as to any material fact and the movant is entitled to

judgment as a matter of law”).

Accordingly, it is now

ORDERED, ADJUDGED, and DECREED:

(1) DCI’s Motion for Partial Summary Judgment (Doc. # 349)

is DENIED.

(2) Defendant Jeff Ruby’s Motion for Summary Judgment (Doc.

# 347) is DENIED.

(3) DCI’s Omnibus Pretrial Motion (Doc. # 386) is DENIED in

part as set forth herein. The motion is denied only as

to DCI’s request for leave to file a third amended

complaint. The Court defers ruling on DCI’s motions in

limine and motion for sanctions.

(4) The case will proceed to trial on Counts I, II, V, VI,

VII, and VIII.

DONE and ORDERED in Chambers in Tampa, Florida, this

30th day of December, 2025.

VIR IA M. HERNANDEZ*COVINGTON

UNITED STATES DISTRICT JUDGE

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