Opinion

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2 UNITED STATES DISTRICT COURT

3 NORTHERN DISTRICT OF CALIFORNIA

4 SAN JOSE DIVISION

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6 GOOGLE LLC, Case No. 25-cv-04033-BLF

7 Plaintiff, ORDER GRANTING IN PART AND

v. DENYING IN PART PFI’S MOTION

8 FOR LEAVE TO AMEND THE

POINT FINANCIAL, INC., COUNTERCLAIM; AND DIRECTING

9 PFI TO FILE AMENDED

Defendant. COUNTERCLAIM BY MARCH 9, 2026

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[Re: ECF 123]

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12 Before the Court is a motion brought by Point Financial, Inc. (“PFI”) seeking leave to

13 amend its counterclaim against Google LLC (“Google”) pursuant to Rule 15(a) of the Federal

14 Rules of Civil Procedure. See PFI’s Mot., ECF 123. The Court heard oral argument on February

15 19, 2026, and issued its ruling on the record, which is memorialized herein.

16 For the reasons stated on the record and summarized below, PFI’s motion for leave to

17 amend its counterclaim is GRANTED IN PART AND DENIED IN PART.

18 I. BACKGROUND1

19 This action arises from a dispute between Google and PFI regarding intellectual property

20 relating to the design and manufacture of certain computer chips for use in Google’s servers

21 (“Chips”). See Compl. ¶ 9, ECF 1 (redacted); Order Granting in Part and Denying in Part Google

22 LLC’s Motion for a Preliminary Injunction (“PI Order”) at 2, ECF 109 (redacted). Google

23 contracted with third party CNEX Labs, Inc. (“CNEX”) for development of the Chips, and with

24 third party vendors for manufacture, testing, and assembly of the Chips. See Compl. ¶¶ 9, 17; PI

25 Order at 2-3. Several years into the project, CNEX ceased operations. See Compl. ¶ 81; PI Order

26 at 3. Google continued working with its vendors to produce the Chips, taking the position that it

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1 had all necessary license and access rights to do so under the Master Purchase Agreement

2 (“MPA”) between Google and CNEX. See Compl. ¶ 89; PI Order at 3-4.

3 PFI appeared on the scene shortly thereafter, asserting a security interest in CNEX’s assets

4 pursuant to CNEX’s default on a loan, including intellectual property necessary for production of

5 the Chips. See Compl. ¶¶ 87-88; PI Order at 4. PFI took the position that its security interest was

6 superior to any rights in the intellectual property claimed by Google under the MPA, and PFI

7 notified Google’s vendors that Google did not have the right to manufacture the Chips using the

8 disputed intellectual property. See Compl. ¶¶ 90-91; PI Order at 4. PFI also suggested to Google

9 that it might sell CNEX’s assets. See Compl. ¶ 97; PI Order at 4. According to Google, CNEX’s

10 assets incorporate trade secrets owned by Google, and any sale of CNEX’s assets would result in

11 the unauthorized disclosure of Google’s trade secrets. See Compl. ¶ 97; PI Order at 4.

12 Google filed this suit against PFI on May 5, 2025, asserting claims for: (1) tortious

13 interference with contractual relationships; (2) violations of the federal Defend Trade Secrets Act

14 (“DTSA”), 18 U.S.C. § 1831 et seq.; and (3) violations of the California Uniform Trade Secrets

15 Act (“CUTSA”), Cal. Civ. Code § 3426 et seq. See Compl. ¶¶ 110-158. Google successfully

16 moved this Court for a preliminary injunction based on its first claim for tortious interference. See

17 PI Order at 22-23. The Court enjoined PFI from contacting Google’s vendors or other third

18 parties for the purpose of interfering with Google’s relationships or with Google’s license and

19 access rights to the disputed intellectual property. See id. The Court denied Google’s motion for a

20 preliminary injunction based on its second and third claims for violations of trade secret laws,

21 however, finding that Google had not identified any Google trade secrets that would be disclosed

22 through PFI’s potential sale of CNEX’s assets. See id. at 16-21.

23 PFI filed an answer on May 30, 2025, along with a counterclaim asserting claims against

24 Google for: (1) breach of contract; (2) breach of implied covenant of good faith and fair dealing;

25 (3) unjust enrichment; (4) declaratory judgment – fraudulent transfer; and (5) declaratory

26 judgment – future royalties. See Answer and Counterclaim, ECF 43-3 (sealed).2 PFI now moves

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1 for leave to amend its counterclaim to: remove existing claims for breach of contract and breach

2 of the implied covenant of good faith and fair dealing; add new trade secret claims under DTSA

3 and CUTSA; and add a new claim for open account. See PFI’s Mot. at 2. Google opposes the

4 motion to the extent PFI seeks to add trade secret claims. See Google’s Opp. at 5-10, ECF 136

5 (redacted). Google’s opposition does not address PFI’s proposed withdrawal of its claims for

6 breach of contract and breach of the implied covenant of good faith and fair dealing, or PFI’s

7 proposed addition of a claim for open account. See id.

8 II. LEGAL STANDARD

9 PFI’s motion is governed by Federal Rule of Civil Procedure 15, because the motion was

10 filed within the 60-day period set by the Court for seeking leave to amend under the liberal

11 standard of Rule 15 rather than the more demanding standard of Rule 16. See Case Management

12 Order, ECF 105. Rule 15 provides that a party may amend its pleading before trial with leave of

13 the court, and that “[t]he court should freely give leave when justice so requires.” Fed. R. Civ. P.

14 15(a)(2).

15 “Although Federal Rule of Civil Procedure 15(a) provides that leave to amend shall be

16 freely given when justice so requires, it is not to be granted automatically.” In re W. States

17 Wholesale Nat. Gas Antitrust Litig., 715 F.3d 716, 738 (9th Cir. 2013) (internal quotation marks

18 and citation omitted). A court must consider five factors in deciding whether to grant leave to

19 amend: “(1) bad faith, (2) undue delay, (3) prejudice to the opposing party, (4) futility of

20 amendment; and (5) whether plaintiff has previously amended his complaint.” Id. (internal

21 quotation marks and citation omitted).

22 III. DISCUSSION

23 As noted above, PFI’s motion asks the Court to authorize three changes to its

24 counterclaim. First, PFI wishes to remove its claims for breach of contract and breach of the

25 implied covenant of good faith and fair dealing. Second, PFI seeks leave to add new trade secret

26 claims under DTSA and CUTSA. And third, PFI wishes to add a new claim for open account.

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1 The Court first addresses the requested changes related to withdrawal of the contract-related

2 claims and addition of a claim for open account. The Court next takes up the requested addition of

3 new trade secret claims.

4 A. Withdrawal of Contract-Related Claims and Addition of Open Account Claim

5 Google does not oppose PFI’s request to withdraw its claims for breach of contract and

6 breach of the implied covenant, or PFI’s request to add a claim for open account. None of the

7 relevant factors set forth above weighs against those amendments. There is no suggestion on this

8 record that PFI’s motion is brought in bad faith (first factor) or that PFI unduly delayed in bringing

9 its motion (second factor). Google has not argued that permitting PFI to withdraw the contract

10 claims and add a claim for open account would prejudice Google (third factor) or would be futile

11 (fourth factor). PFI has not previously amended its counterclaim (fifth factor).

12 Accordingly, absent opposition and in light of the liberal standard governing amendment

13 under Rule 15(a), PFI’s motion for leave to amend is GRANTED IN PART as to allow

14 withdrawal of the claims for breach of contract and breach of the implied covenant, and addition

15 of a claim for open account.

16 B. Requested Addition of Trade Secret Claims

17 Google does, however, oppose PFI’s request to add trade secret claims under DTSA and

18 CUTSA. PFI’s proposed trade secret claims are grounded in its asserted security interest in

19 “CNEX’s intellectual property, which is comprised of valuable trade secrets both as integrated in

20 the design of the chips and as part of the development of more advanced chips and other potential

21 uses.” Proposed Amended Counterclaim ¶ 11, ECF 123-1. PFI seeks to allege in its proposed

22 new trade secret claims that: Google’s contractual right to use the CNEX intellectual property is

23 subject to PFI’s security interest; PFI has not authorized Google to use the CNEX intellectual

24 property; Google is using the CNEX intellectual property and trade secrets without permission or

25 valid license; and Google’s use of the CNEX intellectual property violates DTSA and CUTSA.

26 See id. ¶¶ 5-23. Google argues that PFI’s proposed claims under DTSA and CUTSA would be

27 futile, both because PFI lacks standing to assert trade secret claims and because the trade secret

1 The Court is not persuaded by Google’s futility argument based on lack of standing.

2 Google argues that only an “owner” of a trade secret has standing to bring a civil action for

3 misappropriation, and that PFI’s proposed amended counterclaim does not adequately allege PFI’s

4 ownership of the trade secrets allegedly contained in the CNEX intellectual property. While

5 DTSA does authorize suit only by an “owner” of a trade secret, the term “owner” is defined to

6 include a person or entity having legal title, equitable title, or a license in the trade secret. 18

7 U.S.C. § 1836(b)(1); 18 U.S.C. § 1839(4). “Equitable title is a title that indicates a beneficial

8 interest in property and that gives the holder the right to acquire formal title.” Zabit v.

9 Brandometry, LLC, 540 F. Supp. 3d 412, 420 (S.D.N.Y. 2021) (internal quotation marks and

10 citation omitted). “The term is commonly used in intellectual property cases to describe expectant

11 interests.” Id. PFI alleges that it “has the right to possess and sell CNEX’s intellectual property,”

12 including trade secrets contained therein, pursuant to PFI’s security interest in CNEX’s assets.

13 Proposed Amended Counterclaim ¶ 11. The Court finds PFI’s allegation to be sufficient to assert

14 equitable title to the alleged trade secrets for pleading purposes. CUTSA does not limit standing

15 to bring suit to the owner of the asserted trade secret. See Cal. Civ. Code § 3426.3 (authorizing a

16 “complainant” to bring suit for misappropriation of trade secrets).

17 However, the Court finds Google’s futility argument based on PFI’s failure to identify its

18 asserted trade secrets to be well taken. To succeed on a trade secret claim under either DTSA or

19 CUTSA, the plaintiff must establish among other things that the plaintiff possessed a trade secret.

20 See Quintara Biosciences, Inc. v. Ruifeng Biztech, Inc., 149 F.4th 1081, 1087 (9th Cir. 2025)

21 (elements of DTSA claim); Integral Dev. Corp. v. Tolat, 675 F. App’x 700, 702 (9th Cir. 2017)

22 (elements of CUTSA claim). “To show that information is a trade secret, a plaintiff may not

23 simply rely upon catchall phrases or identify categories of trade secrets.” Quintara, 149 F.4th at

24 1087 (internal quotation marks and citation omitted). The plaintiff must identify the claimed trade

25 secret with “sufficient particularity” for purposes of DTSA, and with “reasonable particularity” for

26 purposes of CUTSA. Id. at 1085.

27 Courts in this district have interpreted those requirements to mean that although the

1 describe the subject matter of the trade secret with sufficient particularity to separate it from

2 matters of general knowledge in the trade or of special knowledge of those persons . . . skilled in

3 the trade.” 7EDU Impact Acad. Inc. v. You, 760 F. Supp. 3d 981, 993 (N.D. Cal. 2024) (internal

4 quotation marks and citation omitted). General allegations identifying the “purported trade secrets

5 in broad, categorical terms that are merely descriptive of the types of information that generally

6 may qualify as protectible trade secrets are insufficient to state a claim.” Id. (internal quotation

7 marks and citation omitted). PFI’s proposed amended counterclaim identifies its purported trade

8 secrets as: “valuable trade secrets both as integrated in the design of the chips and as part of the

9 development of more advanced chips and other potential uses.” Proposed Amended Counterclaim

10 ¶ 11. That allegation is not even close to adequate. Simply stating that the trade secrets are

11 contained within the “design” of the Chip gives no notice whatsoever to Google or the Court as to

12 the nature and scope of PFI’s asserted trade secrets.

13 At the hearing, PFI’s counsel argued that “the trade secrets are exactly what Google has

14 described them to be.” Hrg. Tr. 3:22-23, ECF 197. As the Court pointed out, Google’s motion for

15 a preliminary injunction was denied to the extent it was based on Google’s trade secrets claims,

16 because Google could not identify any trade secrets embedded in the CNEX assets. See id. 15:23-

17 25; PI Order at 16-20. Consequently, PFI’s reliance on Google’s identification of trade secrets is

18 misplaced.

19 PFI’s counsel also argued at the hearing that its trade secrets were identified in a Statement

20 of Work (“SOW”) entered into by Google and CNEX. See Hrg. Tr. 4:7-11. However, when the

21 Court invited PFI’s counsel to point out the asserted trade secrets in a SOW, counsel was unable to

22 do so. See id. 5:25-6:9.

23 Accordingly, PFI’s motion for leave to amend is DENIED IN PART as to PFI’s request to

24 add new trade secret claims to its counterclaim against Google. At the hearing, PFI’s counsel

25 asked that this aspect of is motion be denied without prejudice to renewal, as PFI would like to

26 take another stab at identifying trade secrets contained in CNEX’s assets. The Court expressed

27 grave reservations regarding PFI’s ability to identify any such trade secrets, but it reluctantly

] reserve a hearing date for a renewed motion for leave to amend and advised that the Court

2 || currently is setting hearings in July.

3 IV. ORDER

4 (1) PFI’s motion for leave to amend its counterclaim against Google is GRANTED IN

5 PART AND DENIED IN PART as follows:

6 (a) The motion is GRANTED IN PART as to PFI’s requests to withdraw its

7 claims for breach of contract and breach of the implied covenant of good

8 faith and fair dealing, and to add a claim for open account; and

9 (b) The motion is DENIED IN PART as to PFI’s request to add new trade

10 secrets claims, without prejudice to renewal of that aspect of PFI’s motion.

11 (2) PFI SHALL file an answer and amended counterclaim consistent with this order on

12 or before March 9, 2026. Only those amendments specifically authorized above are

13 permitted. While PFI alluded to amendments to other aspects of its counterclaim at

14 the hearing, its motion for leave to amend was limited to the claims discussed

3 15 herein, and leave to amend is likewise limited. The Court places no time limit on

a 16 when or if PFI will file a further request for leave to file an amended counterclaim

17 to allege trade secret misappropriation.

Zz 18 (3) This order terminates ECF 123.

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20 Dated: March 2, 2026

BETH LABSON FREEMAN

22 United States District Judge

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