Maini

IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

PROACTIFI, INC., )

)

Plaintiff, ) No. 25-cv-6155

)

v. ) Judge Jeffrey I. Cummings

)

RAGHAV MAINI, )

)

Defendant. )

MEMORANDUM OPINION AND ORDER

Plaintiff Proactifi, Inc. (“Proactifi”) brings this suit against its former employee, Raghav

Maini, alleging that Maini violated the Computer Fraud Abuse Act (“CFAA”), 18 U.S.C. §1030,

et seq., and the Defend Trade Secrets Act (“DTSA”), 18 U.S.C. §1831 et seq., by unlawfully

using and disclosing Proactifi’s trade secrets and highly confidential proprietary data after his

separation from Proactifi on April 28, 2025. In addition to its federal statutory clams, Proactifi

brings state law claims against Maini for breach of contract, breach of implied covenant of good

faith and fair dealing, specific performance, violation of the Illinois Trade Secrets Act, 765 ILCS

§1065/1 et seq., conversion, and tortious interference with business relationship.

Maini has moved to dismiss Proactifi’s complaint under Federal Rules of Civil Procedure

12(b)(1), (5), and (6) for lack of subject matter jurisdiction, insufficient service of process, and

failure to state a claim, respectively. Maini alternatively argues that this case should be stayed or

dismissed under the Colorado River abstention doctrine based on a purportedly parallel

proceeding in the Circuit Court of Cook County, Illinois. For the reasons that follow, Maini’s

motion to dismiss, or, in the alternative, to stay this matter, (Dckt. #12), is denied.

I. THE FACTS ALLEGED IN PROACTIFI’S COMPLAINT

The following facts are taken from Proactifi’s complaint, (Dckt. #1), and the exhibits

attached thereto.1

A. Initial Business Relationship Between Proactifi and Maini

Plaintiff Proactifi, Inc. describes itself as “an AI-powered product and services company

that helps enterprise operational leaders gain full visibility into their software ecosystems.” (Id.

¶3). Proactifi’s founder and Chief Executive Officer, Andrew Pekin (“Pekin”), serves as

Proactifi’s sole director on its Board of Directors. (Id. ¶¶15–16). Pekin met defendant Raghav

Maini in November 2023. (Id. ¶18). In December 2023 and January 2024, Proactifi engaged

Maini as a consultant, specifically as a software engineer, to develop RealTalk, one of Proactifi’s

software applications. (Id. ¶19). At the start of their business relationship, Maini and Proactifi

entered into two agreements: a December 2023 confidentiality agreement (the “Confidentiality

Agreement”) and a 2024 consulting agreement (the “Consulting Agreement”). (Id. ¶¶20–21).

B. Terms of the Consulting Agreement and Confidentiality Agreement

Through the Consulting Agreement and the Confidentiality Agreement, Maini

acknowledged that Proactifi’s “Confidential Information was/is developed at great expense, is

kept and protected as confidential information, and that the disclosing party and/or the disclosing

party’s affiliates would suffer great loss and irreparable damage if any Confidential Information

is improperly used or disclosed to other parties.” (Dckt. ##1-1 at 2; 1-2 at 5). Maini therefore

agreed under both agreements to “safeguard the Confidential Information from unauthorized use,

1 “[I]n addition to the allegations set forth in the complaint itself,” the Court may consider, “documents

that are attached to the complaint, documents that are central to the complaint and are referred to in it, and

information that is properly subject to judicial notice” when resolving a motion under Rule 12(b)(6).

Williamson v. Curran, 714 F.3d 432, 436 (7th Cir. 2013).

access, or disclosure using at least the degree of care it uses to protect its most sensitive

information and no less than a reasonable degree of care.” (Id.).

C. Maini’s Employment Outside Proactifi

In early to mid-2024, Maini became a full-time computer engineer at Amazon Web

Services (“AWS”) on its CloudFormation team. (Dckt. #1. ¶23). Maini worked as an intern for

AWS for two summers prior to being hired as a full-time employee. (Id. ¶¶23–24). Maini

continued to work as a consultant for Proactifi throughout most of 2024, (id. ¶26), and ultimately

terminated his employment with AWS in or around October 2024 to join Proactifi on a full-time

basis, (id. ¶¶28–30).

D. Maini Joins Proactifi Full-Time

Maini joined Proactifi as a full-time employee in November 2024, specifically as Chief

Technology Officer and a computer engineer. (Id. ¶30). In connection with his full-time

employment at Proactifi, Maini entered a Joinder to Amended and Restated Stockholders

Agreement on or around November 13, 2024 (“Joinder Agreement”) and a Restricted Stock

Grant Agreement with Proactifi on or around November 26, 2024 (“Grant Agreement”). (Id.

¶34).

E. The Grant Agreement, Joinder Agreement, and Stockholders Agreement

Under the Grant Agreement and Joinder Agreement, Maini acquired 2,971 shares of

Proactifi’s Class A Voting Common Stock, (Dckt. #1-4 at 2), and agreed to be “fully bound by,

and subject to,” Proactifi’s “Stockholders Agreement,” (Dckt. #1-3 at 2).

Like the Consulting and Confidentiality Agreements, the Stockholder’s Agreement

provided that Proactifi’s Confidential Information had been “established at great expense” and

Maini agreed not to use or disclose, or cause to be used or disclosed (for purposes other than

conducting Proactifi business), any Confidential Information that he acquired during his

relationship with Proactifi, regardless of “whether owned by the Company prior to or discovered

and developed subsequent to [Maini’s Restricted Stock] ownership and regardless of the fact that

he . . . may have participated in the discovery and development of that information.” (Dckt. #1-5

at 12).

F. Deterioration of the Parties Relationship

Proactifi alleges that during Maini’s tenure as Chief Technology Officer, he “increasingly

desired more control and power over the company,” despite the fact that he was not a board

member. (Id. ¶63). For example, in February 2025, Maini began to present Pekin with concerns

regarding corporate governance. (Id. ¶65). Pekin was generally “uncomfortable” with the

complex corporate governance for which Maini advocated, (id. 69), but expressed that he was

open to a 2-to-1 board seat arrangement, (id. ¶70). Maini nevertheless insisted “that the board

seats had to be 1:1 or better.” (Id. ¶71). Pekin refused and the relationship between Pekin and

Maini quickly began to deteriorate. (Id. ¶72).

In March 2025, Pekin had become suspicious of Maini’s activities and poor performance

as Chief Technology Officer, particularly because in the weeks after their relationship started to

deteriorate, Maini withheld visibility from Pekin into the code of a specific project. (Id. ¶73).

This prompted Pekin to look for ways to protect Proactifi’s trade secrets and other proprietary

files by monitoring and restricting Maini’s access to Proactifi’s confidential data and end-point

systems. (Id. ¶74).

G. Maini’s Alleged Wrongful Conduct, Access, and Communications

On April 28, 2025, Maini resigned “from employment with Proactifi.” (Id. ¶70). In an

email to Pekin dated May 1, 2025, Maini wrote that he was “voluntarily resign[ing] from [his]

role as CTO.” (Id. ¶80).

In sum, Proactifi alleges that while Maini was working for the company, and after his

separation, “he undertook malicious computer activities on Proactifi’s systems.” (Id. ¶103). For

example, Maini made “multiple repeated access attempts to key select Proactifi tools,” (id. ¶61).

mass downloaded PDF/Office export and raw files to his local devices without the permission of

Proactifi, (id. ¶82), tried to sync and copy copies of Proactifi’s systems, (id. ¶83), and

manipulated the audit trail (audit logs) both before and after his separation in an attempt to cover

his activity, (id.). In general, Maini “used ProxyBypassList to circumvent secure routes and

monitoring systems, effectively evading corporate firewalls, VPN restrictions, and security

policies,” (Dckt. #1 ¶132). On one occasion, Maini “unlawfully exfiltrated or accessed without

authorization . . . the file titled ‘V1Functional – NonFunctional Polish,’ which “contain[ed] all

the requirements for RealTalk . . ., including highly sensitive and important data, competitive

information, customer data, computer code, and other intellectual property owned by Proactifi

(including its federally protected trademark and logo).” (Id. ¶105). Maini further “blocked”

Pekins access to Heroku, a business tool used by Proactifi, and “removed all preexisting

documents and files owned by Proactifi.” (Id. ¶111). According to the complaint, Maini

similarly blocked and interfered with a number of Proactifi’s other key providers, including

Proactifi’s Google Cloud service and GitHub, which is a code repository for Proactifi’s

proprietary code. (Id. ¶112).

After he separated from Proactifi, Maini sent multiple emails to a “key referral source of

Proactifi” claiming that Pekin had completed “a large unapproved transfer of company funds,”

and caused “a breakdown in governance,” among other remarks about the company and Pekin.

(Id. ¶113). On the same day, Maini “accessed and publicly disclosed Proactifi’s private

repositories on GitHub that contained Proactifi’s confidential deployment scripts and backend

code, including proprietary information relating to BA,” (id. ¶115), an AI tool that Proactifi has

developed and intends to “rollout,” (id. ¶3). Maini further “publicly revealed in GitHub the

chosen trademark by which Proactifi intends to identify its new product, which only a few key

prospective customers knew about, and falsely associated himself in his individual capacity as

the author of the new product.” (Id. ¶116).

H. Board Determination

On May 4, 2025, Proactifi’s Board, in consultation with nearly all of its stockholders and

investors, determined that Maini’s conduct and activities constituted a breach of his restrictive

covenants, automatically cancelling and forfeiting his restricted stock (the “Board

Determination”). (Id. ¶120).

I. Conduct Post-Board Determination

On the same day as the Board Determination, Proactifi, through its counsel, demanded

that Maini make the GitHub repository private. (Id. ¶125). Instead, Maini deleted the repository,

which contained Proactifi’s proprietary code. (Id.). A few days later, Maini “had set up and

maintained unauthorized access to Proactifi’s computer systems through three virtual machines.”

(Id. ¶129). Around the same time, he continued to impede Proactifi’s access to various

applications, which caused the cancellation of an important meeting, which could have led to a

$100,000 opportunity, because Pekin had to divert his attention to combat Maini’s ongoing

tampering. (Id. ¶¶142–44, 212). Proactifi also engaged forensic consultants to assess the extent

of its data exfiltration. (Id. ¶151).

J. State and Federal Lawsuits, and Service on Maini in Michigan

The parties engaged in pre-litigation settlement negotiations. (Dckt. #13-2). In those

negotiations, Maini represented that he resided at an address in New York. (Id. at 3). The

negotiations were ultimately unsuccessful and on May 23, 2025, Maini filed a lawsuit against

Pekin and Proactifi in the Circuit Court of Cook County, Case No. 2025 L 006715, the (“State

Court Action”). (Dckt. #13-1). Maini’s lawsuit was centered on what he alleged was the

“unjust[] depriv[ation] . . . of his rightful ownership stake and involvement in [Proactifi].” (Id. at

1). Maini filed an amended complaint in the State Court Action on August 29, 2025.2 See Dckt.

in Case No. 2025 L 006715.

Proactifi initiated this action against Maini in this Court approximately a week later on

June 2, 2025. (Dckt. #1). Proactifi, through its process server, served a copy of the summons in

this case at an address in Troy, Michigan, and left the materials with Maini’s mother, Sonia

Maini. (Id. ¶16-5). While being served, Sonia Maini stated that Maini lived at the Troy,

Michigan address. (Id. at 1).

II. ANALYSIS

Maini now moves to dismiss Proactifi’s complaint under Federal Rules of Civil

Procedure 12(b)(1), (5), and (6) for lack of subject matter jurisdiction, insufficient service of

process, and failure to state a claim, respectively. The Court addresses each argument in turn.

2 “It [is] well established that judges may take judicial notice of matters of public record when ruling on a

motion to dismiss.” Fosnight v. Jones, 41 F.4th 916, 922 (7th Cir. 2022).

A. Proactifi Has Demonstrated That This Court Has Jurisdiction Over Maini

Through Effective Service

Maini first argues that Proactifi’s claims against him should be dismissed pursuant to

Rule 12(b)(5) for failure to properly effectuate service of process under Rule 4(e). Proactifi, as

the plaintiff, “bears the burden to demonstrate that the district court has jurisdiction over [Maini]

through effective service.” Cardenas v. City of Chicago, 646 F.3d 1001, 1005 (7th Cir. 2011).

When conducting an analysis under Rule 12(b)(5), the Court may consider matters outside the

pleadings. See United States v. Park, 389 F.Supp.3d 561, 567 (N.D.Ill. 2019); Kurtzeborn v.

Ritzhaupt, No. 3:22-CV-00746-DWD, 2023 WL 319406, at *1 (S.D.Ill. Jan. 19, 2023). Upon

review of the record, it is clear that Maini was properly served.

Rule 4(e) provides that service may be accomplished by, among other things, leaving a

copy of the summons and complaint with the defendant personally or at the defendant’s dwelling

or usual place of abode with someone of suitable age and discretion. Fed.R.Civ.P. 4(e)(2).3

Maini acknowledges that the summons and complaint were served on his mother at an

address in Troy, Michigan, but argues such service did not comply with Rule 4(e) because: (1) he

communicated to Proactifi’s counsel in a pre-litigation letter that he resides at an address in New

York; and (2) the summons and complaint were not left with him personally. (Dckt. #13 at 2–3).

Neither argument passes muster.

First, Maini’s argument that Rule 4(e) requires Proactifi to effectuate service at Maini’s

New York address because he provided that address to Proactifi’s counsel before he was served is

incorrect. As several courts have explained, individuals may have more than one “usual place of

3 Maini relies on Illinois state law to argue that service was not proper under Rule 4(e). Maini is correct

that service can be effectuated by following the relevant state law for effective service, see Rule 4(e)(1);

this, however, is not the only method for effectuating proper service under Rule 4(e). See Rule 4(e)(2).

Maini’s sole reliance on state law as a basis for this argument is misplaced.

abode” for purposes of service. See, e.g., U.S. v. Mellon, 719 Fed.Appx 74, 76 (2d Cir.

2018) (citing Nat’l Dev. Co. v. Triad Holding Corp., 930 F.2d 253, 257 (2d Cir. 1991) (“In a

highly mobile and affluent society, it is unrealistic to interpret Fed. R. Civ. P. 4 so that the person

to be served has only one dwelling house or usual place of abode at which process may be

left.”)) (cleaned up); Hensiek v. Bd. of Directors of Casino Queen Holding Co., Inc., No. 3:20-

CV-377-DWD, 2024 WL 837202, at *2 (S.D.Ill. Feb. 28, 2024) (collecting cases).

In this case, the record shows that Maini has two usual places of abode: New York and

Michigan. As explained in Pekin’s declaration, Maini’s Michigan address was listed on his

driver’s license and he filled out a federal government form representing his “Residential Street

Address” was in Troy, Michigan. (Dckt. #16 at 3; Dckt. #16-3). Moreover, Maini’s mother lives

at the Michigan address and she represented to the process server that Maini lived at the house in

Michigan on the date of service. (Id.). Maini does not dispute these facts and courts have held

that these outward indica are sufficient to establish an abode. See, e.g., Jianjun Chen v. WMK

89th St. LLC, No. 1:16-CV-5735-GHW, 2020 WL 2571010, at *8 (S.D.N.Y. May 20, 2020)

(“Listing the address as one’s residence on one’s driver[’]s license or otherwise representing the

address as one’s own can . . . qualify as sufficient indicia of permanence”); PopSockets, LLC v.

Hueffner, No. 17-CV-827-PP, 2018 WL 4568823, at *11 (E.D.Wis. Sept. 24, 2018) (finding

defendant’s arguments that he did not live at a Sydney Drive address failed where his parents

lived there, he stayed there when he returned to Wisconsin, he received mail there, the address

was listed on his driver’s license, and he gave the Federal courts Sydney Drive as his contact

address); Doyle v. Barnett, 658 N.E.2d 107, 109 (Ind.Ct.App. 1995) (finding defendant’s

father’s address was his “usual place of abode” for purposes of service because he received mail

there, listed it on his driver's license, listed it on an accident report, and maintained the address

on his insurance). Moreover, Maini has not cited any authority for the proposition that notifying

Proactifi that he has a residential address in New York required service to that address—and only

that address—under Rule 4(e)(2); particularly given that the record reflects that he has a second

“usual place of abode.” The Court therefore finds that service to the address in Troy, Michigan

was sufficient for purposes of Rule 4(e).4

The Court thus turns to Maini’s second argument, that by leaving the copy of the

summons and the complaint with someone other than Maini himself, Proactifi “fail[ed] Rule

4(e).” (Id. at 2). This argument is unpersuasive because it is contrary to Rule 4(e)(2), which

explicitly provides that service can be effectuated by leaving the papers “with a resident of

suitable age and discretion.” Fed.R.Civ.P. 4(e)(2). Maini, understandably, does not argue that his

mother was not a resident of suitable age and discretion. As such, this argument fails.

In sum: the Court finds that service on Maini was properly effectuated pursuant to Rule

4(e) when a copy of the summons and complaint was left with Maini’s mother at Maini’s usual

place of abode in Troy, Michigan.

B. The Court Has Subject Matter Jurisdiction Because Proactifi Has Plausibly

Alleged its Federal Claims

Next, Maini argues that Proactifi has not adequately alleged either of its federal claims,

and that once the federal claims fall, the Court lacks jurisdiction over the remaining state court

claims. For the reasons set forth below, Maini is incorrect.

4 In his reply, Maini argues that “Plaintiff has not met its burden to establish that service was properly

effectuated, including because it provided no evidence that Michigan was Mr. Maini’s dwelling on the

date of service.” (Dckt. #21 at 14). Rule 4(e)(2) explains that a copy of the summons and complaint can

be left at the defendant’s dwelling or usual place of abode. Maini’s argument ignores the latter, which, for

the reasons set forth above, is where Proactifi served him. Llano Financing Grp. v. Lendzion, No. 15 C

7091, 2016 WL 930660, at *2 (N.D.Ill. 2016) (explaining that meeting one of Rule 4(e)(2)’s options

suffices).

To survive a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), a

complaint must “state a claim to relief that is plausible on its face.” Bell. Atl. Corp. v. Twombly,

550 U.S. 544, 570 (2007). Plausibility requires a plaintiff to “go beyond mere speculation or

conjecture.” Wertymer v. Walmart, Inc., 142 F.4th 491, 495 (7th Cir. 2025). The complaint must

plead “factual content that allows the court to draw the reasonable inference that the defendant is

liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). “A complaint

that satisfies this standard is ‘well-pled’ and may proceed even if it strikes a savvy judge that

actual proof of the facts alleged is improbable.” Berk v. Choy, 146 S.Ct. 546, 553 (2026)

(cleaned up); Orr v. Shicker, 147 F.4th 734, 740 (7th Cir. 2025) (recognizing that the “notice-

pleading standard is deliberately undemanding.”) (cleaned up). As such, the Federal Rules

require “no more than a statement of the claim” without the pleading of evidence to support it,

Berk, 146 S. Ct. at 553.

When considering a motion to dismiss under Rule 12(b)(6), the Court “constru[es] the

complaint in the light most favorable to the plaintiffs and accept[s] all well-pleaded factual

allegations as true.” Horist v. Sudler & Co., 941 F.3d 274, 278 (7th Cir. 2019); Esco v. City of

Chicago, 107 F.4th 673, 678 (7th Cir. 2024). Dismissal is only warranted if “no relief could be

granted under any set of facts that could be proved consistent with the allegations.” Christensen

v. Cnty. of Boone, 483 F.3d 454, 458 (7th Cir. 2007).

1. Proactifi Has Plausibly Alleged its CFAA Claim

The CFAA “subjects to criminal liability anyone who ‘intentionally accesses a computer

without authorization or exceeds authorized access,’ and thereby obtains computer information.”

Van Buren v. United States, 593 U.S. 374, 379 (2021), quoting 18 U.S.C. §1030(a)(2)). Although

initially conceived as a criminal statute, the CFAA now also “provides for a private right of

action for anyone that has suffered damage or loss of at least $5,000” due to a violation.

ExactLogix, Inc. v. JobProgress, LLC, 508 F.Supp.3d 254, 262 (N.D.Ill 2020). A “plaintiff

alleging violations of sections 1030(a)(2) or (a)(4) need only allege damage or loss, not both.”

Motorola v. Lemko Corp., 609 F.Supp.2d 760, 767 (N.D.Ill. 2009). Maini argues that Proactifi

CFAA claim is deficient because it has not plead any “damage” to its computer systems or

qualifying “loss” worth at least $5,000 in the aggregate. The Court addresses each argument.

a. Proactifi Has Plausibly Alleged “Damage” Under the CFAA

Maini argues that Proactifi has not plausibly alleged “damage” as defined by the CFAA.

Under the CFAA, “damage” means “any impairment to the integrity or availability of data, a

program, a system, or information.” 18 U.S.C. §1030(e)(8). Maini asserts that Proactifi’s

complaint alleges that he “tamper[ed] with audit logs” and deleted traces of his activity, but stops

short of alleging that his acts impaired the integrity or availability of Proactifi’s data or systems,

as required for Proactifi’s claim to survive a motion to dismiss. (Dckt. #13 at 7). While Maini is

correct that a plaintiff must allege impairment to the integrity or availability of its data to

sufficiently allege “damage” as it is defined by the CFAA, see Garelli Wong & Assocs., Inc. v.

Nichols, 551 F.Supp.2d 704, 709 (N.D.Ill. 2008), he is mistaken that Proactifi’s complaint falls

short in this respect.

In particular, Proactifi alleges that Maini: (1) impaired the availability of Proactifi’s

information, including that Maini “blocked” Pekin’s access to Heroku, which Proactifi needed to

conduct business, and “removed all preexisting documents and files owned by Proactifi, as well

as Proactifi’s product, including its proprietary code”; (b) engaged in the same “blockage and

interference with a number of [Proactifi’s other] key providers,” including “Proactifi’s Google

Cloud service and GitHub”; and (c) “imped[ed] Proactifi’s access to various applications,”

causing the loss of a key prospective customer and $100,000 deal. (Dckt. #1 ¶¶111–12, 142–44,

151, 212).

Maini does not address these allegations, and the Court finds they are otherwise sufficient

to plausibly allege “damage” under the CFAA. Patrick Patterson Custom Homes, Inc. v. Bach,

586 F.Supp.2d 1026, 1035 (N.D.Ill. 2008) (finding plaintiff sufficiently alleged damage based on

the “the permanent deletion and shredding of substantial files”); Simmonds Equip., LLC v. GGR

Intern., Inc., 126 F.Supp.3d 855, 865 (S.D.Tex. 2015) (finding allegations that defendant

“suspended and temporarily deactivated Simmonds’ company website causing an interruption in

the website’s service that rendered Simmonds’ CEO unable to make a sales presentation in

Colombia, which, in turn, caused Simmonds to lose a business opportunity valued at more than

$1,000,000.00” sufficient to allege damage under the CFAA); cf. Garelli Wong, 551 F.Supp.2d at

709 (concluding allegations that the defendant engaged in only unauthorized copying and

emailing plaintiff’s computer files were insufficient to allege damage under the CFAA).

b. Proactifi Has Plausibly Alleged “Loss” Under the CFAA

Maini also argues that Proactifi has not sufficiently alleged “loss” under the CFAA. The

CFAA defines “loss” as “any reasonable cost to any victim, including the cost of responding to

an offense, conducting a damage assessment, . . . any revenue lost, cost incurred, or other

consequential damages incurred because of interruption of service.” 18 U.S.C. §1030(e)(11).

According to Maini, Proactifi has not plausibly alleged “loss” under the CFAA because, in his

view, the definition is narrow and “loss” must be “directly tied to responding to or remediating

actual technical harm to a computer system,” (Dckt. #21 at 7), i.e., loss based on executive time,

litigation-related costs, or generalized business disruption is insufficient. Proactifi, for its part,

argues that weeks of its CEO’s time, damage assessment and investigation of Maini’s hacking,

forensic consultants, and attorneys’ fees, all constitute loss for purposes of the CFAA and exceed

$5,000. Proactifi has the better part of this argument.

In Pascal Pour Elle, Ltd. v. Jin, 75 F.Supp.3d 782 (N.D.Ill. 2014), the plaintiff alleged

“that it incurred a loss of over $5000 in investigation and security assessment costs associated

with [the defendant’s] intrusion.” Id. at 791. The Court found these allegations were sufficient

to allege loss under the CFAA, and stated:

Ultimately, the Court is more persuaded by the plain language of the statute which

defines loss as “any reasonable cost to any victim, including the cost of responding

to an offense.” § 1030(e)(11). (emphasis added). The statute clearly states that loss

includes any reasonable cost to the victim, and then provides examples of costs that

could be considered reasonable under the statute. However, the definition, by its

use of the word “including,” does not state that the list is exhaustive. In addition,

the Court finds that the “cost of responding to an offense” includes the costs

associated with conducting investigation and security assessments in response to a

suspected violation of the CFAA.

Pascal, 75 F.Supp.3d at 791 (emphasis in original). As another court more recently explained,

“[t]he CFAA’s definition of ‘loss’ is quite broad,” and includes “‘any reasonable cost to any

victim, including the cost of responding to an offense.’” Pl., Inc. v. Slesinski, No. 23-CV-03878,

2025 WL 1677497, at *9 (N.D.Ill. June 13, 2025), quoting 18 U.S.C. §1030(e)(11).

This Court finds the reasoning of Pascal and Pl. Inc. persuasive. Again, here, Proactifi

alleges it “suffered a monetary loss of at least $5,000, including . . . costs and expenses to

conduct damage assessments and investigate the extent of Mr. Maini’s hacking and unauthorized

computer access . . .” (Dckt. #1 ¶151). These allegations are sufficient to survive a motion to

dismiss. Pl., Inc., 2025 WL 1677497 at *9 (collecting cases where allegations of loss related to a

forensic investigation into defendant’s conduct were sufficient under the CFAA); Motorola, Inc.

v. Lemko Corp., 609 F.Supp.2d 760, 768 (N.D.Ill. 2009) (same).5 Maini’s motion to dismiss

Proactifi’s CFAA claim is therefore denied.6

2. Proactifi Has Plausibly Alleged its DTSA Claim

Under the DTSA, a trade secret includes:

[A]ll forms and types of financial, business, scientific, technical, economic, or

engineering information . . . if—

(A) the owner thereof has taken reasonable measures to keep such information

secret; and

(B) the information derives independent economic value, actual or potential, from

not being generally known to, and not being readily ascertainable through proper

means by, another person who can obtain economic value from the disclosure or

use of the information . . . .

18 U.S.C. §1839(3)(B).

To state a claim for violation of the DTSA, a plaintiff must “allege facts sufficient to

provide notice that the relevant information constitutes a trade secret,” and “that the defendant

has misappropriated the trade secret within the meaning of § 1836(b)(1).” Packaging Corp. of

Am., Inc. v. Croner, 419 F.Supp.3d 1059, 1065–66 (N.D.Ill. 2020); In re Dealer Mgt. Sys.

5 Maini points to several cases which he argues support the position that business disruptions or forensic

review do not constitute loss. See Dckt. #13 at 8 (citing In re Dealer Mgt. Sys. Antitrust Litig., 362

F.Supp.3d 477, 501–02 (N.D.Ill. 2019); CustomGuide v. CareerBuilder, LLC, 813 F.Supp.2d 990, 996

(N.D.Ill. 2011); Cassetica Software, Inc. v. Computer Scis. Corp., No. 09 C 0003, 2009 WL 1703015, at

*4 (N.D.Ill. June 18, 2009); and Quantlab Techs. Ltd. v. Godlevsky, 719 F.Supp.2d 766, 776 (S.D.Tex.

2010)). The Court does not find these decisions to be persuasive because they either do not involve

CFAA claims, are non-binding out-of-circuit cases, or go against the majority of more recent cases in this

District which have held that business disruption and forensic review costs can constitute loss for

purposes of the CFAA.

6 In his reply, Maini argues for the first time that Proactifi also fails to allege that he exceeded his

authorization by accessing its data. (Dckt. #21 at 6). This argument is waived. See Int’l Ass'n of Fire

Fighters, Loc. 365 v. City of East Chicago, 56 F.4th 437, 452 (7th Cir. 2022) (“The appellants fail to

address this point in their opening brief. And although they discuss the issue in their reply brief, by that

point, their arguments are waived.”); Williams v. Bd. of Educ., 982 F.3d 495, 507 n.30 (7th Cir. 2020)

(“[A]rguments raised for the first time in a reply brief are waived.”).

Antitrust Litig., 362 F.Supp.3d at 573 (“For a DTSA claim to survive a motion to dismiss, a

complaint need only identify the alleged trade secret in a general sense.”) (cleaned up). “At the

pleading stage, plaintiffs need only describe the information and efforts to maintain the

confidentiality of the information in general terms.” In re Dealer Mgt. Sys. Antitrust Litig., 362

F.Supp.3d at 573 (cleaned up). Maini argues that Proactifi’s DTSA claim must be dismissed

because it describes the trade secrets in a conclusory manner and it otherwise fails to allege any

measures taken to safeguard its trade secrets. The Court disagrees.

a. Proactifi Has Sufficiently Identified the Trade Secrets at Issue

Maini first argues that Proactifi has not adequately identified its trade secret because the

complaint “merely parrots the statutory elements” of a DTSA claim without providing “well-

pleaded facts.” (Dckt. #13 at 9). This argument ignores the allegations of the complaint.

In particular, the complaint alleges that Maini misappropriated “proprietary and highly

confidential files of Proactifi,” including a file titled “V1Functional – Nonfunctional Polish.”

(Dckt. #1 ¶¶ 96–106). As detailed in the complaint, this file “contains all the requirements for

RealTalk (a proprietary Proactifi product), including highly sensitive and important data,

competitive information, customer data, computer code, and other intellectual property owned by

Proactifi (including its federally protected trademark and logo).” (Id. ¶105). Maini does not

address these allegations, and at this stage, they are sufficient to establish legally cognizable

trade secrets. See e.g., Wells Lamont Indus. Grp. LLC v. Richard Mendoza & Radians, Inc., No.

17 C 1136, 2017 WL 3235682, at *3 (N.D.Ill. July 31, 2017) (finding allegations that defendant

took “substantial amounts” of confidential information such as “customer account information,

product summaries, pricing sheets, product prototypes, product designs, and detailed sales

reports” sufficient to survive motion to dismiss); In re Dealer Mgmt. Sys., 362 F.Supp.3d at 573–

74 (finding allegations that the “DMS contains numerous proprietary CDK trade secrets,

including forms, accounting rules, tax tables, and proprietary tools and data compilations”

sufficient to survive a motion to dismiss).

b. Proactifi Has Plausibly Alleged That It Took Measures to

Safeguard its Trade Secrets

Next, Maini argues that Proactifi fails to allege any actual measures taken to safeguard its

purported trade secrets—“such as use of confidentiality agreements, technical access restrictions,

or other security protocols.” (Dckt. #13 at 9). Maini is mistaken for two reasons.

First, Proactifi attached the Consulting Agreement, Stockholder Agreement, and

Confidentiality Agreement to its complaint. (Dckt. ##1–5). As other circuits have explained,

confidentiality agreements and non-disclosures are generally indicia that a company has taken

reasonable steps to safeguard its trade secrets. See, e.g., Turret Labs USA, Inc. v. CargoSprint,

LLC, No. 21-952, 2022 WL 701161, at *2 (2d Cir. Mar. 9, 2022) (explaining that the

“reasonableness analysis will often focus . . . on the importance of confidentiality and

nondisclosure agreements to maintaining secrecy”); InteliClear, LLC v. ETC Glob. Holdings,

Inc., 978 F.3d 653, 660 (9th Cir. 2020) (holding that “[c]onfidentiality provisions constitute

reasonable steps to maintain secrecy” under DTSA); cf. Farmers Edge Inc. v. Farmobile, LLC,

970 F.3d 1027, 1033 (8th Cir. 2020) (explaining a company, “without a confidentiality agreement

and without other policies or practices for safeguarding secrets” does not take reasonable steps to

safeguard its trade secrets under DTSA). Not only does Proactifi use confidentiality agreements,

each agreement raised here refers to Proactifi’s confidential information, and Maini

acknowledged—through these agreements—that Proactifi’s “Confidential Information was/is

developed at great expense,” (see, e.g., Dckt. ##1-1 at 2; 1-2 at 5), and he agreed to “safeguard

the Confidential Information from unauthorized use, access, or disclosure using at least the

degree of care it uses to protect its most sensitive information and no less than a reasonable

degree of care.” (Id.).

Even looking beyond the agreements, the complaint itself contains allegations regarding

Proactifi’s efforts to safeguard its trade secrets. For example, Proactifi alleges that Maini “used

ProxyBypassList to circumvent secure routes and monitoring systems, effectively evading

corporate firewalls, VPN restrictions, and security policies,” (Dckt. #1 ¶ 132), and that Proactifi

“terminated [Maini’s] access credentials,” (id. ¶ 149). These allegations likewise demonstrate

that Proactifi has taken measures taken to safeguard its purported trade secrets.

c. Proactifi Has Plausibly Alleged That Its Trade Secrets Have

Independent Economic Value

Maini further argues that Proactifi “is a pre-revenue startup with no commercialized

product, raising substantial questions about whether its ideas or code possess independent

economic value at all.” (Dckt. #13 at 10). The Court cannot adopt this proposition because to do

so would require it to construe the complaint’s allegations in the light least favorable to Proactifi

and this is the opposite of how the Court must analyze the complaint on a motion to dismiss.

Moreover, the Court finds persuasive decisions that that economic value is properly alleged

where, as here, the complaint contains allegations that the plaintiff took efforts to maintain

secrecy of its information, including by having defendant sign an agreement with a

confidentiality provision. See, e.g., PetroChoice LLC v. Amherdt, No. 22-CV-02347, 2023 WL

2139207, at *4 (N.D.Ill. Feb. 21, 2023); Nextpulse, LLC v. Life Fitness, LLC, No. 22 CV 03239,

2024 WL 1376213 (N.D.Ill. Mar. 31, 2024) (finding allegations that the relevant contracts

included confidentiality provisions to safeguard against disclosure of the trade secrets was

sufficient to allege the economic value requirement of DTSA); In re Dealer Mgmt. Sys. Antitrust

Litig., 362 F.Supp.3d at 574 (finding allegations that plaintiff made efforts to prevent disclosure

of protected materials supported a finding of economic value). Proactifi has therefore provided

sufficient allegations to meet DTSA’s economic value requirement.

d. Proactifi Has Plausibly Alleged That Maini Misappropriated

Its Trade Secrets

A plaintiff may show misappropriation under the DTSA by showing that the defendant:

(1) acquired a trade secret knowing or with reason to know that it was acquired by improper

means; or (2) disclosed or used the trade secret without express or implied consent. 18 U.S.C.

§1839(5)(A)–(B). Maini argues that Proactifi did not sufficiently plead misappropriation

because its description of the GitHub event “does not identify what was posted, whether it was in

fact secret, or to whom it was disclosed.” (Dckt. #13 at 10). However, the complaint, once

more, is not as “generalized” or “sweeping” as Maini contends.

In particular, Proactifi alleges in detail that Maini: (a) “publicly disclosed Proactifi’s

private repositories on GitHub that contained Proactifi’s confidential deployment scripts and

backend code, including proprietary information relating to” its new AI product; and (b) publicly

revealed Proactifi’s trademark on GitHub and “effectively [stole] and falsely mark[ed] the origin

of Proactifi’s code and intellectual property” under his own name. (Dckt. #1 ¶¶115, 117.) These

allegations go far beyond merely alleging that Maini only accessed Proactifi’s information—as

Maini argues (Dckt. #31 at 3)—and instead are sufficient to plead that Maini “disclosed or used

the trade secret[s] without express or implied consent.” Sonrai Sys., LLC v. Waste Connections,

Inc., 658 F.Supp.3d 604, 616 (N.D.Ill. 2023).

In sum: the Court finds that plaintiff has plausibly alleged its federal statutory claims

under the CFAA and DTSA. Accordingly, this Court has subject matter jurisdiction over this

case, and Maini’s motion to dismiss pursuant to Rule 12(b)(1) and (6) is denied.7

C. The Colorado River Abstention Doctrine Does Not Apply

Next, Maini argues that even if this Court has jurisdiction, it should abstain from

exercising it pursuant to the Colorado River abstention doctrine, which “permits federal courts to

defer to a ‘concurrent state proceeding’ as a matter of ‘wise judicial administration.’” Adkins v.

VIM Recycling, Inc., 644 F.3d 483, 497 (7th Cir. 2011), quoting Colorado River Water

Conservation District v. United States, 424 U.S. 800, 818 (1976). The doctrine creates a narrow

exception to the general rule that “the pendency of an action in the state court is no bar to

proceedings concerning the same matter in the Federal court.” Colorado River, 424 U.S. at

817. “Determining whether Colorado River abstention should apply requires a district court to

make a two-part inquiry. ‘First, the court must determine whether the concurrent state and federal

actions are actually parallel.’ If so, the court must consider second whether ‘exceptional

circumstances’ justify abstention.” Adkins, 644 F.3d at 498, quoting Tyrer v. City of South Beloit,

456 F.3d 744, 751 (7th Cir. 2006). Cases will be considered parallel for purposes of the doctrine

where “substantially the same parties are contemporaneously litigating substantially the same

issues in another forum.” Tyrer, 456 F.3d at 752 (cleaned up). Thus, the operative question is

whether there is a “substantial likelihood that the state litigation will dispose of all claims

presented in the federal case.” Braid v. Stilley, 142 F.4th 956, 969 (7th Cir. 2025), quoting Clark

v. Lacy, 376 F.3d 682, 686 (7th Cir. 2004) (cleaned up).

7 As Proactifi notes, the Court also has diversity jurisdiction over Proactifi’s claims under 28 U.S.C.

§1332. Maini disagrees. Because the Court finds that it otherwise has federal-question jurisdiction, it

need not reach the parties’ arguments under §1332.

1. The Present Matter and the State Court Action are Not Parallel

Maini argues that the present matter and the State Court Action are parallel because they

involve essentially the same parties and “both suits arise from the same dispute.” (Dckt. #13 at

12). But the question before the Court is “not whether the suits are formally symmetrical.” AAR

Intern., Inc. v. Nimelias Enterprises S.A., 250 F.3d 510, 518 (7th Cir. 2001). Instead, the Court

must determine “whether there is a ‘substantial likelihood’ that the foreign litigation ‘will dispose

of all claims presented in the federal case.’” Id., quoting Day v. Union Mines Inc., 862 F.2d 652,

656 (7th Cir. 1988).

On the facts presented, it does not seem substantially likely that the State Court Action

will dispose of the claims presented in the instant federal suit. For one, the cases would require

examination of different evidence. Huon v. Johnson & Bell, Ltd., 657 F.3d 641, 647 (7th Cir.

2011) (“One important factor is whether both cases would be resolved by examining largely the

same evidence.”) (cleaned up). Once more, Maini’s claims in the State Court Action are related

to his alleged rights to Proactifi shares that were forfeited as a result of the Board Determination

on May 4, 2025. In particular, Maini alleges that Proactifi breached the Grant Agreement by

refusing “to honor his ownership of the 2,971 shares,” “retaliated against him” for questioning

improper financial activities, and owes him money for consulting services. Maini v. Proactifi, et

al., Amended Complaint ¶¶3, 169, 218–20. Maini’s claims that he has a right to shares in

Proactifi, that Pekin breached certain fiduciary duties, and that he is owed money are largely

based in contract and on his conduct prior to the Board Determination.

By contrast, Proactifi’s claims in this case concern its allegations that Maini (its former

employee) accessed its computer systems without authorization, breached numerous contracts,

converted Proactifi’s property, tortiously interfered with Proactifi’s business relationships, and

misappropriated the company’s trade secrets after his employment ended. Moreover, Proactifi’s

claims focus on Maini’s allegedly unauthorized access to Proactifi’s systems and misuse of

confidential information after Maini separated from the company and the Board Determination,

and, at a minimum, require discovery into Proactifi’s forensic investigation and Maini’s alleged

access and disclosure of Proactifi’s confidential information. This evidence is not implicated to

the same extent, if at all, by Maini’s claims. See Huon, 657 F.3d at 647 (explaining the case was

“not a proper candidate for abstention” where the claims in each called for differing evidence);

Kafka v. Grady, No. 12 C 50123, 2012 WL 6061095, at *3 (N.D.Ill. Dec. 6, 2012) (denying

motion for stay based on the Colorado River doctrine, where, despite some overlap, the “two

cases w[ould] not be resolved by examining largely the same evidence.”); USWAY Corp. v.

Wardzala, No. 11 C 7023, 2012 WL 138605, at *2 (N.D.Ill. Jan. 18, 2012) (same).

Because “[i]t would be a serious abuse of discretion” to abstain under Colorado River if

“there is any substantial doubt” “that the parallel litigation will be an adequate vehicle for the

complete . . . resolution of the issues between the parties,” and because there does not appear to

be a “‘substantial likelihood’ that the [State Court Action] ‘will dispose of all claims presented in

the federal case,’” AAR Intern., Inc., 250 F.3d at 518, the Court finds that this case and the State

Court Action are not parallel. Accordingly, the Court need not further analyze whether

exceptional circumstances justify abstention, and it finds, in its discretion, that the Colorado

River doctrine does not apply.8

8 In reaching this conclusion, the Court has considered the supplemental authority filed by Maini, which

consists of a ruling from the State Court Action allowing certain of his claims in his amended complaint

to proceed. (Dckt. #40). That decision does not change the Court’s conclusion that the two actions are

not parallel.

CONCLUSION

For the reasons set forth above, the Court denies defendant’s motion to dismiss, (Dckt.

#12). Defendant shall answer plaintiff's complaint by September 9, 2026.

DATE: August 19, 2026

x I. Cummings

United States District Court Judge

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