# Maini

> District Court, N.D. Illinois · August 19, 2026

URL: https://www.frixlaw.com/law-library/cases/11422711

## Case

- **Full name:** Proactifi, Inc. v. Raghav Maini
- **Court:** District Court, N.D. Illinois
- **Decided:** August 19, 2026
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

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## Opinion text

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

23

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11422711. Public record. Not legal advice.