The opinion
1
2
3 UNITED STATES DISTRICT COURT
4 NORTHERN DISTRICT OF CALIFORNIA
5
6 FUTURE ENERGY GROUP, LLC, dba Case No. 5:25-cv-10568-SVK
FUTURE ENERGY,
7
Plaintiff,
ORDER GRANTING DEFENDANT’S
8
MOTION TO DISMISS PLAINTIFF’S
v.
9
F IRST AMENDED COMPLAINT.
10 CHARGEPOINT, INC., Re: Dkt. No. 30
11 Defendant.
12 This action arises out of a contractual relationship between Defendant manufacturer
13 ChargePoint, Inc. (“ChargePoint”) and Plaintiff Future Energy Group, LLC (“Future Energy”), a
14 reseller of Defendant’s products. Future Energy filed its original complaint on December 10,
15 2025. See Dkt. 1. On February 19, 2026, in lieu of opposing ChargePoint’s first motion to
16 dismiss, Future Energy filed the First Amended Complaint. Dkt. 23 (the “FAC”). The FAC
17 asserts causes of action for: (1) breach of contract, (2) intentional interference with prospective
18 economic advantage, (3) trade secret misappropriation under the California Uniform Trade Secrets
19 Act (“CUTSA”) and (4) promissory fraud. The Parties have consented to magistrate judge
20 jurisdiction. Dkts. 15, 18.
21 Before the Court is ChargePoint’s motion to dismiss the FAC. Dkt. 30 (the “Motion”).
22 Future Energy opposes the motion. Dkt. 31 (the “Opposition” or “Opp.”). The Motion is suitable
23 for resolution without oral argument. Civil L.R. 7-1(b). Having considered the Parties’
24 submissions, the relevant law and the record in this action, the Court GRANTS the Motion as
25 specified below.
26 ////
27 ////
1 I. FACTUAL BACKGROUND
2 ChargePoint manufactures electric vehicle supply equipment.1 FAC ¶¶ 1, 10. On
3 November 27, 2019, ChargePoint entered into a Reseller Agreement with Future Energy, granting
4 Future Energy the non-exclusive right to resell ChargePoint equipment throughout the United
5 States. FAC ¶ 10; Dkt. 23-1 at 1-20 (the “Reseller Agreement”).
6 Between June and November 2021, the Parties communicated regarding a potential resale
7 pipeline to Stellantis dealerships and their affiliates. FAC ¶ 14; Dkt. 23-7 (“Ex. G”). During
8 those communications, Future Energy provided ChargePoint with its “confidential Stellantis
9 Affiliated Dealer lists.” FAC ¶ 14; Ex. G at 2, 4-5, 7. On June 16, 2021, Future Energy first sent
10 ChargePoint a list “provided by Stellantis” identifying over 2,600 Stellantis dealerships. Ex. G at
11 2. Future Energy then transmitted “the full Stellantis dealer list” on July 16 and July 28, 2021. Id.
12 at 4-5 (emphasis added).
13 On March 8, 2022, the Parties executed an addendum to the Reseller Agreement, which
14 addressed Future Energy’s rights to resell ChargePoint equipment to Stellantis dealerships and
15 their affiliates. FAC ¶ 9; Dkt. 23-1 at 21-30 (the “Addendum”). This action arises out of the
16 Addendum’s non-solicitation provision, which provides:
17 During the term of the Addendum and for ninety (90) days from the
effective date of termination, ChargePoint shall not knowingly solicit
18 or attempt to solicit [Stellantis] Affiliated Dealers that are current
Customers of [Future Energy] …
19
20 Addendum § 9(a)(i).
21 Future Energy alleges that at two Stellantis dealerships ChargePoint equipment was
22 installed without Future Energy’s involvement: Rose City Chrysler in Welland, Ontario (the
23 “Ontario Dealership”) and Chrysler Dodge Jeep Ram in Troy, Michigan (the “Michigan
24 Dealership”). FAC ¶ 19; Dkts. 23-2–3 (“Ex. B” and “Ex. C”, respectively). According to Future
25 Energy, these installations reflect a “broader pattern” of ChargePoint “knowingly soliciting
26
27
1 For purposes of resolving the Motion, the Court accepts the factual allegations in the FAC as
1 Stellantis Affiliated Dealers without notice or consultation with … Future Energy” in violation of
2 the Addendum’s non-solicitation provision. FAC ¶ 20.
3 Future Energy also alleges that, on June 1, 2023, ChargePoint’s Director of Channel Sales,
4 Brian McKinnon, sent correspondence assuring Future Energy that “no competitive use of Future
5 Energy’s … relationships would occur.” FAC ¶ 21 (citing Dkt. 23-4 (“Ex. D”)). Future Energy
6 contends that this statement was knowingly false because ChargePoint thereafter continued to
7 “directly solicit” Future Energy’s customers. FAC ¶¶ 62-63.
8 Finally, Future Energy alleges that ChargePoint relied on the “Stellantis Affiliated Dealer
9 lists” transmitted during the Parties’ earlier communications to identify and solicit Future
10 Energy’s customers, thereby misappropriating Future Energy’s trade secret rights under CUTSA.
11 See FAC ¶¶ 52, 54.
12 I. LEGAL STANDARD
13 A. Rule 12(b)(6) – Failure to State a Claim
14 Rule 12(b)(6) provides for a dismissal of an action for “failure to state a claim upon which
15 relief can be granted.” Fed. R. Civ. P. 12(b)(6). In deciding a Rule12(b)(6) motion, a court may
16 consider only “the complaint, materials incorporated into the complaint by reference, and matters
17 of which the court may take judicial notice.” Metzler Inv. GmbH v. Corinthian Colls., Inc., 540
18 F.3d 1049, 1061 (9th Cir. 2008). Courts generally “accept factual allegations in the complaint as
19 true and construe the pleadings in the light most favorable to the nonmoving party.” Manzarek,
20 519 F.3d at 1031. However, a court is not “required to accept as true allegations that are merely
21 conclusory, unwarranted deductions of fact, or unreasonable inferences.” In re Gilead Scis. Sec.
22 Litig., 536 F.3d 1049, 1055 (9th Cir. 2008). Nor must the court “assume the truth of legal
23 conclusions merely because they are cast in the form of factual allegations.” Fayer v.Vaughn, 649
24 F.3d 1061, 1064 (9th Cir. 2011).
25 To survive a Rule 12(b)(6) motion to dismiss, the plaintiff must allege “enough facts to
26 state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570
27 (2007). This “facial plausibility” standard requires the claimant to allege facts that add up to
1 662, 678 (2009).
2 B. Rule 9(b) – Heightened Pleading Standard for Fraud Claims
3 Allegations of fraud implicate Rule 9(b)’s heightened pleading standard, which requires a
4 party to “state with particularity the circumstances constituting fraud or mistake.” Fed. R. Civ. P.
5 9(b). To meet this threshold, a plaintiff must “set forth more than the neutral facts necessary to
6 identify the transaction” and plead the “who, what, when, where, and how of the misconduct
7 charged.” Kearns v. Ford Motor Co., 567 F.3d 1120, 1124 (9th Cir. 2009) (citation
8 omitted). Aside from this heightened pleading requirement, a motion to dismiss “under Rule 9(b)
9 for failure to plead with particularity is the functional equivalent of a motion to dismiss under Rule
10 12(b)(6) for failure to state a claim.” Vess v. Ciba-Geigy Corp. USA, 317 F.3d 1097, 1107 (9th
11 Cir. 2003).
12 II. DISCUSSION
13 A. Count I: Breach of Contract
14
1. Future Energy’s Claim for Breach of Contract is Resolvable at the
15 Dismissal Stage
16 Future Energy’s first cause of action alleges that ChargePoint breached the Addendum’s
17 non-solicitation provision. See FAC at 9-12. In opposing the Motion, Future Energy argues that
18 the term “Customers,” as used in the provision, is “ambiguous as to whether it encompasses
19 dealers who purchased ChargePoint products through a reseller.” Opp. at 15. Accordingly, Future
20 Energy argues that, as a threshold matter, the Court cannot resolve the breach of contract claim at
21 the pleading stage. Id. The Court disagrees.
22 “The interpretation of a contract presents a mixed question of law and fact.” ASARCO,
23 LLC v. Union Pac. R.R. Co., 765 F.3d 999, 1990 (9th Cir. 2014). Although the interpretation of
24 an ambiguous contract presents a factual issue that generally cannot be resolved on a motion to
25 dismiss, the existence of an ambiguity is itself a question of law. Id. Where a contract expressly
26 defines the disputed term, no ambiguity exists at the pleading stage. See, e.g., Cross Med. Prods,
27 LLC v. Alphatec Spine, Inc, No. 10-cv-00176-MRP (MLGx), 2011 WL 13182934, at *2 (C.D. Cal.
1 Here, the Addendum expressly defines the disputed term:
2 WHEREAS, Reseller [Future Energy] and ChargePoint are Parties to
the Agreement which addresses Reseller’s ability to act as a reseller
3 of ChargePoint Products and Services … to end-user customers
(“Customers”).
4
5 Addendum, Recitals ¶ 1 (emphasis added). Nothing in this definition limits “Customers” to
6 entities that purchased products directly from ChargePoint. To the contrary, the definition
7 expressly describes Future Energy’s role as a reseller and identifies “Customers” as the end-users
8 to whom Future Energy resells the equipment. Future Energy’s proposed construction therefore
9 fails as it would conflict with the plain language of the Addendum. See Bayview Hunters Point
10 Cmty. Advocs. v. Metro. Transp. Comm’n, 366 F.3d 692, 700 (9th Cir. 2004) (citation omitted).
11 The Court finds that the Addendum clearly and unambiguously defines “Customers” to
12 include dealers that purchased ChargePoint products from Future Energy, consistent with both
13 parties’ own interpretations. See Dkt. 31 at 15-16; Dkt. 32 at 6. Accordingly, the Court may
14 resolve this dispute at the motion to dismiss stage and proceed to analyze whether Future Energy
15 has stated a breach of contract claim under this definition.
16 2. Future Energy’s Breach of Contract Claim Fails as it is Pleaded
17 Future Energy alleges that ChargePoint “willfully materially breached the Reseller
18 Agreement and Addendums by its prohibited direct solicitation of other Stellantis Affiliated
19 Dealers.” FAC ¶ 37. To state a claim for breach of contract, a plaintiff must allege: (1) the
20 existence of a valid contract; (2) the plaintiff’s performance or excuse for nonperformance; (3)
21 the defendant’s breach; and (4) the resulting damage to plaintiff. Reichert v. General Ins. Co.,
22 68 Cal. 2d 822, 830 (1968). ChargePoint challenges only the third element, i.e., Future Energy’s
23 allegation that ChargePoint breached the non-solicitation provision.2 See Mot. at 14-18.
24 As the Parties appear to agree, the Addendum’s non-solicitation provision requires three
25 predicate conditions: (1) that ChargePoint interacted with Stellantis dealerships that were current
26
27 2 The FAC also alleges that ChargePoint breached the Addendum’s conflict-notice provision.
1 Future Energy customers, (2) that ChargePoint knew of their current customer status and (3) that
2 ChargePoint affirmatively solicited their business. Addendum § 9(a)(i); see also Mot. at 15;
3 Opp. at 13. In alleging a defendant’s breach, it is not enough that the plaintiff “conclusorily
4 recite[]” the contract language. See, e.g. SriCom, Inc. v. EbisLogic, Inc., No. 12-cv-00904-LHK,
5 2012 WL 4051222, at *6 (N.D. Cal. Sept. 13, 2012). Thus, Future Energy’s conclusory assertions
6 that ChargePoint “knowingly and repeatedly solicited” Stellantis Affiliate Dealers are insufficient
7 – each predicate condition must be plausibly pleaded. As explained in detail below, the Court
8 finds that none are sufficiently alleged by Future Energy.
9
a. Future Energy Can Not Allege the Identity of its Own Current
10 Customers on Information and Belief
11 Future energy alleges “upon information and belief” that all dealerships solicited by
12 ChargePoint, including the Ontario and Michigan Dealerships, were its current customers. FAC
13 ¶ 20. Although this Circuit permits pleading on information and belief, it is appropriate only
14 where the facts are “peculiarly within the possession and control of the defendant.” Franey v.
15 Advanced Micro Devices, Inc., No. 25-cv-06693-SVK, 2025 WL 3281420, at *4 (N.D. Cal. Nov.
16 25, 2025) (quoting, inter alia, Soo Park v. Thompson, 851 F.3d 910, 928 (9th Cir. 2017).
17 Conversely, such allegations are improper where the plaintiff has reason to know the facts
18 underlying the claim. E.g., Mendez v. AstraZeneca Pharms. LP, No. 12-cv-00535-LJO (DLB),
19 2012 WL 1911382, at *2 (E.D. Cal. May 25, 2012).
20 The identity of Future Energy’s own current customers is a fact uniquely within its
21 possession, not ChargePoint’s. Accordingly, pleading on information and belief is insufficient to
22 plausibly allege that the solicited dealerships were “current customers” under the Addendum.3
23 The Court thus GRANTS ChargePoint’s Motion to Dismiss on this ground, with leave to amend
24 for the reasons set forth in Section III.E., below.
25 ////
26
27
3 Although Future Energy may not know the identity of every dealership allegedly solicited by
1 b. Future Energy Has Not Plausibly Alleged That ChargePoint Had
Knowledge of Future Energy’s Current Customers
2
3 Future Energy next argues that ChargePoint’s receipt of the “Stellantis Affiliated Dealer
4 lists” containing more than 2,600 dealerships provided ChargePoint with notice of Future
5 Energy’s current customer base. See FAC ¶¶ 36, 47; see also Ex. G at 1. The Court disagrees.
6 Establishing knowledge of a customer relationship requires more than “generalized
7 knowledge” of an entity’s relationships, e.g., affiliations, within an industry. Trindade v. Reach
8 Media Grp., LLC, No. 12-CV-4759-PSG, 2013 WL 3977034, at *15 (N.D. Cal. Jul. 31, 2013).
9 Had Future Energy alleged that the dealer list identified which dealerships had actually purchased
10 from Future Energy, that would suffice. See Go Daddy Operating Co., LLC v. Ghaznavi, No. 17-
11 cv-06545-PJH, 2018 WL 1091257, at *10 (N.D. Cal. Feb. 28, 2018) (finding knowledge
12 adequately alleged where defendants queried a public database to filter plaintiff’s customers). But
13 the FAC contains no such allegation. Indeed, in its Opposition, Future Energy asserts for the first
14 time that the list contained information regarding dealers’ “purchasing patterns” which would
15 indicate customer-status. Opp. at 8. However, a court “‘may not look beyond the complaint to a
16 plaintiff’s moving papers, such as a memorandum in opposition to a defendant’s motion to
17 dismiss’ in determining whether to grant the Motion.” E.g., Castillo v. City of San Jose, No. 24-
18 CV-00701-SVK, 2025 WL 1370811, at *3 n.2 (N.D. Cal. May 12, 2025) (quoting Schneider v.
19 California Dept. of Corr., 151 F.3d 1194, 1197 (9th Cir. 1998)).
20 Future Energy further argues that ChargePoint’s internal policy of routing all calls from
21 Stellantis dealerships and their affiliates to Future Energy “demonstrates ‘knowledge’ of the
22 customer relationships.” Opp. at 13; see also Ex. G at 8. The Court is not persuaded. The
23 Addendum prohibits solicitation only of “Affiliated Dealers that are current Customers of [Future
24 Energy].” Addendum § 9(a)(i). If all Stellantis-affiliated dealerships were deemed current
25 customers, the limiting phrase “that are current Customers” would serve no function. See Bayview
26 Hunters Point Cmty. Advocs., 366 F.3d at 700 (courts should avoid interpretations that render
27 contract language superfluous). The Addendum therefore cannot reasonably be read to treat all
1 Future Energy has not otherwise alleged any facts that create a reasonable inference that
2 ChargePoint knew which subset of Stellantis Affiliated Dealers were current customers of Future
3 Energy. Accordingly, the Court GRANTS ChargePoint’s Motion to Dismiss on this ground, with
4 leave to amend for the reasons set forth in Section III.E., below.
5
c. Future Energy Has Not Plausibly Alleged that ChargePoint Took
6 Any Acts to Affirmatively Solicit a Stellantis Affiliated Dealer
7 Finally, Future Energy contends that ChargePoint affirmatively solicited Future Energy’s
8 customers, relying primarily on the installation of ChargePoint equipment at the Ontario and
9 Michigan Dealerships without Future Energy’s awareness. Under California law, solicitation
10 requires “individualized and targeted contact” with a prospective customer. Blue Mountain
11 Enters., LLC v. Owen, 74 Cal. App. 5th 537, 554 (2022). To plausibly allege solicitation, a
12 plaintiff must plead specific facts showing affirmative steps taken by the defendant or factual
13 circumstances supporting a reasonable inference of targeted outreach. See Calsoft Labs, Inc. v.
14 Panchumarthi, No. 19-cv-04398-NC, 2019 WL 5811300, at *6 (N.D. Cal. Nov. 7, 2019). Courts
15 have found such allegations sufficient where the complaint pleads concrete interactions or
16 coordinated conduct directed at customers. See, e.g., Gill v. Marsh USA, Inc., No. 24-cv-02366-
17 RS, 2024 WL 3463351, at *5 (N.D. Cal. Jul. 18, 2024); Movement Mortg., LLC v. Scrima, No.
18 2:23-cv-02904-DJC-CSK, 2024 WL 3011202, at *7 (E.D. Cal. Jun. 11, 2024).
19 Here, by contrast, Future Energy alleges only unspecified “communications and sales
20 pursuits” with the dealerships. FAC ¶ 18. These conclusory allegations, standing alone, do not
21 plausibly support an inference that ChargePoint initiated contact with either dealership. See
22 Colwell Consulting LLC v. Papageorge, No. 2:24-cv-01824-JCG, 2024 WL 3811677, at *6 (D.
23 Ariz. Aug. 14, 2024). Nor do Future Energy’s remaining factual allegations bridge that gap. The
24 only non-conclusory factual allegation is that ChargePoint equipment was ultimately installed at
25 the Ontario and Michigan dealerships. FAC ¶ 19. But the existence of installed equipment
26 supports multiple equally likely explanations: (1) ChargePoint directly solicited the dealership;
27 (2) the dealership independently contacted ChargePoint; or (3) another non-exclusive reseller
1 than the others.
2 “When faced with two possible explanations, only one of which can be true and only one
3 of which results in liability, plaintiffs cannot offer allegations that are ‘merely consistent with’
4 their favored explanation but are also consistent with the alternative explanation.” In re Century
5 Aluminum Co. Secs. Litig., 729 F.3d 1104, 1108 (9th Cir. 2013) (quoting Iqbal, 556 U.S. at 678).
6 Such claims are “stuck in ‘neutral territory’” and do not survive a Rule 12(b)(6) motion. Id.
7 (quoting Twombly, 550 U.S. at 557). That is precisely the case here; neither ChargePoint’s social
8 media post announcing the Ontario installation nor the presence of ChargePoint equipment at the
9 Michigan Dealership sheds light on who initiated the transaction. See Ex. B; Ex. C.
10 Thus, Future Energy has failed to plausibly allege facts supporting an inference that
11 ChargePoint directly solicited either the Ontario or Michigan dealership. The Court thus
12 GRANTS ChargePoint’s Motion to Dismiss on this ground, with leave to amend for the reasons
13 set forth in Section III.E., below.
14 B. Count II: Intentional Interference with Prospective Economic Advantage
15 Future Energy’s second cause of action alleges that ChargePoint intentionally interfered
16 with Future Energy’s economic relationships with Stellantis Affiliated Dealers. See FAC ¶¶ 44-
17 50. Unlike interference with an existing contract, interference with a prospective economic
18 relationship is not a wrong in itself. See Korea Supply Co. v. Lockheed Marti Corp., 29 Cal.4th
19 1134, 1158 (2003). Accordingly, a plaintiff asserting intentional interference with prospective
20 economic advantage must allege that the defendant engaged in “independently wrongful”
21 conduct––i.e., conduct that is “unlawful” under some “statutory, regulatory, common law, or other
22 determinable legal standard.”4 Id. at 1158-59. Future Energy has failed to do so.
23 The FAC identifies three categories of purportedly wrongful conduct: (1) ChargePoint’s
24 alleged “breach of confidence and misuse of … Future Energy’s confidential dealer list,” allegedly
25 in violation of a duty of good faith, “separate and apart from any trade secret claim”; (2)
26
4 ChargePoint also argues that Future Energy has failed to plead each of the remaining elements of
27
intentional interference with prospective economic advantage. See Mot. at 18-24. Because the
1 ChargePoint’s alleged affirmative deception in its June 1, 2023 letter; and (3) ChargePoint’s
2 alleged bad faith refusal to respond to Future Energy’s pre-suit demand letters. FAC ¶ 49. In
3 opposing dismissal, however, Future Energy does not defend the third theory and therefore
4 abandons it. See Opp. at 17-18; Costabile v. Natus Med. Inc., 293 D.Supp.3d 994, 1014 (N.D.
5 Cal. 2018). Instead, Future Energy argues that the requisite wrongful conduct consists of
6 ChargePoint’s alleged breach of the Addendum’s non-solicitation provision, trade secret
7 misappropriation, and promissory fraud. Id. None suffices.
8 As to Future Energy’s breach-of-contract argument, “breach of contract cannot, as a matter
9 of law, constitute the ‘wrongful’ conduct required for the tort of intentional interference with
10 prospective economic advantage.” Vascular Imaging Pros. v. Digirad Corp., 401 F.Supp.3d
11 1005, 1012 (S.D. Cal. 2019). Thus, even if the Court had not separately dismissed Future
12 Energy’s breach of contract claim, ChargePoint’s alleged breach of the Addendum could not serve
13 as the wrongful act required to support this claim.
14 Second, Future Energy’s reliance on trade secret misappropriation effectively abandons the
15 FAC’s original theory that ChargePoint misused confidential information “separate and apart from
16 any trade secret claim.” Compare Opp. at 17-18 with FAC ¶ 49. In any event, any common-law
17 theory premised on the alleged misuse of trade secret information is preempted by CUTSA. See,
18 e.g. Joby Aero, Inc. v. Archer Aviation Inc., No. 25-cv-10703-SVK, 2026 WL 1625376, at *14
19 (N.D. Cal. Jun. 5, 2026).
20 Third, Future Energy cannot rely on any purported “affirmative deception” arising from
21 the June 1, 2023 letter, because, as discussed below, that letter does not contain an actionable
22 promise. See, infra § III.A.D.
23 Because Future Energy has failed to allege any independently wrongful act underpinning
24 its claim for intentional interference with prospective economic relationship, the Court GRANTS
25 ChargePoint’s Motion to dismiss Future Energy’s second cause of action with leave to amend for
26 the reasons set forth in Section III.E., below.
27 ////
1 C. Count III: Trade Secret Misappropriation Under CUTSA
2 Future Energy’s third cause of action is trade secret misappropriation under CUTSA. See
3 FAC 14-15. Future Energy alleges that ChargePoint misappropriated its confidential “Stellantis
4 Affiliated Dealer lists, customer data, pricing structures, purchasing histories, contact information
5 and relationship development strategies” in the course of allegedly soliciting Future Energy’s
6 customers. FAC ¶ 52. A trade secret misappropriation claim under CUTSA has “two primary
7 elements: (1) the existence of a trade secret and (2) misappropriation of the trade secret.”
8 DocMagic, Inc. v. Ellie Mae, Inc., 745 F.Supp.2d 1119, 1145 (N.D. Cal. 2010). As explained
9 below, Future Energy fails to plausibly allege either element.
10
1. Future Energy Has Not Adequately Alleged the Existence of a
11 Protectable Trade Secret
12 Under CUTSA, a trade secret is information that (1) “derives independent economic value
13 … from not being generally known to the public or to other persons …” and (2) is the subject of
14 “reasonable efforts” to maintain its secrecy. See Cal. Civ. Code § 3426.1(d). Customer lists may
15 qualify as trade secrets under this definition. Such lists derive economic value because they
16 enable a competitor to “direct its sales efforts to those customers who have already shown a
17 willingness to use a unique type of service…as opposed to a list of people who only might be
18 interested.” Morlife, Inc. v. Perry, 56 Cal.App.4th 1514, 1522 (1997) (citation omitted).
19 Although portions of a customer list may be publicly available through business directories or
20 other sources, a customer list may nevertheless constitute a trade secret where the company has
21 “expended time and effort identifying customers with particular needs or characteristics” and
22 compiling that information into a valuable business resource. Id. at 1521.
23 Nonetheless, not every alleged customer list qualifies as a trade secret. To state a claim for
24 misappropriation, a plaintiff must identify the alleged trade secret with sufficient particularity to
25 distinguish it from information that is readily known. Navigation Holdings, LLC v. Molavi, 445
26 F.Supp.3d 69, 76 (N.D. Cal. 2020). Thus, in Vendavo, Inc. v. Price f(x) AG, for example, a court
27 in this District dismissed a trade secret claim predicated on allegations of “source code, customer
1 business development initiatives” because these allegations failed to identify the alleged trade
2 secret with sufficient specificity. No. 17-cv-06930-RS, 2018 WL 1456697, at *4 (N.D. Cal. Mar.
3 23, 2018). By contrast, the plaintiff in Navigation Holdings adequately alleged a protectable
4 customer list by alleging that the database containing each customer’s private email address,
5 primary contact person, prior orders and pricing history, together with other proprietary
6 information developed through “hundreds of thousands of hours of research.” 445 F. Supp. 3d at
7 77.
8 The FAC here does not contain comparable allegations. Specifically, Future Energy merely
9 alleges that it transmitted versions of its “Stellantis Affiliated Dealer Lists” to ChargePoint. FAC
10 ¶ 14. Future Energy also initially qualified that the dealer list was “provided by Stellantis.” Ex. G
11 at 2. Future Energy does not, however, plead any details as to what these customer lists contained,
12 how they derived independent economic value from remaining secret or that they included any
13 details that were the result of Future Energy’s own labor or investment. Only in its Opposition
14 does Future Energy argue that the transmissions consisted of “curated…dataset[s]” containing
15 “dealer-specific contact information, purchasing patterns, facility readiness assessments, and
16 incentive eligibility data.” Opp. at 14-15. Again, a plaintiff may not amend its complaint through
17 factual assertions raised for the first time in an opposition brief. See, supra, § III.A.2.b. On the
18 face of the FAC, Future Energy alleges only that it transmitted a customer list to ChargePoint.
19 Without allegations describing the proprietary information contained in that list or explaining how
20 it reflected Future Energy’s independent efforts, the FAC does not plausibly allege the existence
21 of a protectable trade secret.
22 2. Future Energy Has Adequately Alleged Reasonable Efforts to Maintain
23
the Secrecy of the Stellantis Affiliated Dealer List
24 ChargePoint also argues that Future Energy has not plausibly alleged reasonable efforts to
25 maintain the secrecy of the Stellantis dealer list. See Mot. at 26-28. The Court is not persuaded.
26 As an initial matter, the Court disagrees with Future Energy’s contention that the Reseller
27 Agreement and Addendum imposed “confidentiality obligations restricting the use and disclosure
1 face, these agreements contain only one-sided provisions restricting the use and disclosure of
2 ChargePoint’s proprietary information. See Ex. A at 7-8.
3 However, contractual confidentiality provisions are not the only means of
4 demonstrating reasonable efforts to maintain secrecy. In Glob. Truss Am. LLC v. GLP German
5 Light Prods. Inc., the court found reasonable efforts where a company distributed confidential
6 price lists to more than 500 dealers but labeled the materials “confidential” and instructed
7 recipients not to disclose them. No. 11-cv-00168-SJO (SSx), 2011 WL 13220296, at *15 (C.D.
8 Cal. Dec. 1, 2011). Likewise in Welenco, Inc. v. Corbell, the court found reasonable efforts where
9 the company circulated internal memoranda expressly identifying its customer lists as confidential.
10 126 F.Supp.3d 1154, 1174 (E.D. Cal. 2015). Here, Future Energy alleges that it disclosed the
11 dealer lists only to a limited group of identified ChargePoint personnel, rather than broadly
12 disseminating them. FAC ¶ 52. Further, the attached emails reflect that Future Energy labeled the
13 initial attachment “confidential” and instructed ChargePoint to share it only with the “necessary …
14 folks.” Ex. G at 2. At the pleading stage, these allegations are sufficient to plausibly allege that
15 Future Energy took reasonable efforts to maintain the secrecy of the dealer lists.
16 3. Future Energy Has Not Plausibly Alleged Misappropriation
17 Under CUTSA, misappropriation means: (1) acquisition of a trade secret by improper
18 means or (2) disclosure or (3) use of a trade secret without consent. Cal. Civ. Code § 3426.1(b).
19 Future Energy does not allege that ChargePoint acquired the dealer list through improper
20 means or that it improperly disclosed the list. See FAC ¶¶ 52-54. Future Energy’s only theory of
21 misappropriation is improper use. Id. ¶ 54. The Court finds Future Energy’s allegations under
22 this theory insufficient.
23 Future Energy alleges that ChargePoint used the dealer list to “directly solicit” Future
24 Energy’s customers and “divert business opportunities” to ChargePoint and away from Future
25 Energy. Id. But, as discussed above, the FAC does not plausibly allege that ChargePoint solicited
26 Stellantis dealerships in violation of the Addendum’s non-solicitation provision. See, supra §
27 III.A.2.C. Thus, because Future Energy’s only theory of improper use is direct solicitation, and
1 misappropriation of the dealer list. See, e.g., Apple Inc. v. Rivos, Inc., No. 5:22-cv-02637-EJD,
2 2023 WL 5183034, at *7 (N.D. Cal. Aug. 11, 2023) (ex-employee’s mere access to confidential
3 source code was insufficient to allege use in his competing venture).
4 * * *
5 Accordingly, the Court finds that Future Energy has failed to plausibly allege either the
6 existence of a protectable trade secret or misappropriation. Thus, the Court GRANTS
7 ChargePoint’s Motion to Dismiss on this ground, with leave to amend for the reasons set forth in
8 Section III.E., below.
9 D. Count IV: Promissory Fraud
10 Future Energy’s final cause of action is for promissory fraud. Future Energy alleges that
11 the June 1, 2023 letter from ChargePoint contained a promise not to solicit Future Energy’s
12 customers, which ChargePoint allegedly made without any intent to honor it. FAC ¶¶ 57-58.
13 Claims sounding in fraud are subject to Rule 9(b)’s heightened pleading standard, which requires a
14 plaintiff to set forth the “who, what, when, where, and how” of the alleged misrepresentation.
15 Kearns v. Ford Motor Co., 567 F.3d 1120, 1124 (9th Cir. 2009).
16 Future Energy’s claim fails because it does not adequately allege the existence of any
17 actionable promise. The letter states, in relevant part:
18 I [Mr. McKinnon] wanted to get back to you in connection with your
concerns regarding the use and access to ChargePoint Property,
19 Services and Applications.
20 ChargePoint is not looking to obtain any rights to Future Energy’s
proprietary data or Interface(TM) software. … In ChargePoint’s
21 opinion, Future Energy, through its use of Interface (TM), is not
creating any derivative works. Future Energy is simply being given
22 access to and the ability to use ChargePoint’s Services and
Property….
23
24 Ex. D (emphasis added).
25 Future Energy contends that the letter contains a promise that “no competitive use of
26 Future Energy’s data or relationships would occur.” FAC ¶ 21. The letter contains no such
27 language, and the Court does not read the letter as implying such a broad promise. The opening
1 ChargePoint’s “Property, Services and Applications” and the body of the letter explains
2 ChargePoint’s position that Future Energy’s proprietary software does not constitute a derivative
3 work of ChargePoint’s technology. Nowhere does the letter reference customer relationships,
4 dealership accounts, solicitation, or restrictions on ChargePoint’s ability to compete for customers.
5 Future Energy asserts that the letter was sent in the context of and in response to concerns
6 regarding ChargePoint’s encroachment on Future Energy’s dealer relationships. Opp. at 23. But
7 neither the FAC nor the letter itself supports that characterization. The FAC contains no
8 allegations regarding the circumstances that prompted the letter, and the text of the letter speaks
9 exclusively to software access and proprietary technology. See FAC ¶¶ 21, 40. Although the
10 Court generally accepts factual allegations as true at the pleading stage, it need not accept
11 allegations that are contradicted by exhibits attached to the complaint. Williams v. Bank of Am.
12 Nat’l Ass’n, No. 15-cv-00792-LHK, 2015 WL 6602403, at *7 (N.D. Cal. Oct. 30, 2015) (quoting
13 Daniels-Hall v. Nat’l Educ. Ass’n, 629 F.3d 992, 998 (9th Cir. 2010).
14 Accordingly, the Court declines to construe the letter as a promise by ChargePoint not to
15 solicit Future Energy’s customers or otherwise refrain from competing for dealership business.
16 Because Future Energy fails to identify any such promise––the “what” of the alleged
17 misrepresentation––it cannot satisfy Rule 9(b)’s requirement. Accordingly, the Court GRANTS
18 ChargePoint’s Motion to Dismiss Future Energy’s fourth cause of action with leave to amend.
19 E. The Court Grants Limited Leave to Amend
20 The Court now addresses whether and to what extent Future Energy may amend its claims.
21 Where a court finds that dismissal is warranted, it should ordinarily “grant leave to amend even if
22 no request to amend the pleading was made, unless it determines that the pleading could not
23 possibly be cured by the allegation of other facts.” Lopez v. Smith, 203 F.3d 1122, 1127 (9th Cir.
24 2000) (en banc).
25 With respect to the breach of contract claim, the Court dismisses the claim with leave to
26 amend, because it is not clear that an attempt to allege facts sufficient to plausibly show knowing
27 solicitation of Future Energy’s current customers within the meaning of the Addendum would be
1 As to the promissory fraud claim, the Court finds that the June 1, 2023 letter simply does
2 not contain an actionable promise and, absent such promise, Future Energy cannot state a fraud
3 claim. Nevertheless, the Court cannot conclude that amendment would be futile. If Future Energy
4 can plausibly allege that ChargePoint made an actionable promise not to solicit Future Energy’s
5 customers through communications or conduct independent from the letter, the Court does not
6 foreclose such allegations. Thus, the Court dismisses the claim to the extent it arises out of the
7 June 1, 2023 letter and grants leave to amend otherwise.
8 For similar reasons, the Court dismisses the intentional interference claim with leave to
9 amend. As pleaded, Future Energy fails to identify any independently wrongful conduct
10 sufficient to support liability under Korea Supply Co. v. Lockheed Marti Corp., 29 Cal.4th 1134,
11 1158 (2003). Two of Future Energy’s alternative theories are legally barred (trade secret theory
12 via CUTSA preemption and breach of contract, which is insufficient as a matter of law).
13 However, if Future Energy can plausibly allege an actionable promise independent of the June 1,
14 2023 letter, that same conduct could potentially satisfy the independently wrongful act
15 requirement. Accordingly, the Court cannot conclude that amendment would be futile.
16 Finally, with respect to Future Energy’s CUTSA claim, the Court dismisses the claim
17 with leave to amend. Although Future Energy’s current complaint does not adequately allege use
18 of the dealer list in solicitation or that the list is a trade secret, it is not clear that such allegations
19 would be futile.
20 III. CONCLUSION
21 For the reasons set forth above, ChargePoint’s Motion to Dismiss is GRANTED and leave
22 to amend is granted as follows:
23 • Future Energy’s breach of contract claim (Count I) is DISMISSED with leave to
24 amend;
25 • Future Energy’s intentional interference with prospective economic advantage
26 claim (Count II) is DISMISSED with leave to amend, except to the extent it arises
27 out of the June 1, 2023 letter;
] e Future Energy’s trade secret misappropriation claim under CUTSA (Count IIT) is
2 DISMISSED with leave to amend; and
3 e Future Energy’s promissory fraud claim (Count IV) is DISMISSED with leave to
4 amend, except to the extent it arises out of the June 1, 2023 letter.
5 Future Energy’s second amended complaint shall be due no later than July 28, 2026.
6 || Additionally, the Court resets the initial case management conference in this case for September
7 || 8, 2026.
8
9 SO ORDERED.
10 || Dated: July 7, 2026
i Season yeu
SUSAN VAN KEULEN
12 United States Magistrate Judge
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