Unreported / Non-Citable
Background
CalCon Mutual Mortgage LLC, doing business as OneTrust Home Loans, sued former producing branch manager Broch Lassig, Richard Ruby and The Core Training Inc., and CrossCountry Mortgage LLC and its chief executive Ronald Leonhardt. The second amended complaint asserted nineteen claims involving confidentiality obligations, trade secrets, disparaging statements, employee and customer solicitation, unfair competition, conspiracy, and unjust enrichment. OneTrust alleged that Lassig signed confidentiality obligations, later joined CrossCountry, and supplied branch profit-and-loss information to Ruby and Core coaches. It also alleged that Ruby and Leonhardt disparaged OneTrust while it recruited loan originator Scott Evans in 2022. These were allegations accepted for pleading purposes, not findings of liability.
The defendants filed separate Rule 12(b)(6) motions in March 2026, and the court took them under submission on September 9. Lassig argued that his employment agreement's Utah choice-of-law clause reached beyond contract interpretation. The court instead held that its narrow language governed contractual interpretation, not the trade-secret, conspiracy, or unjust-enrichment claims. It dismissed the breach-of-contract claim with leave to amend solely so OneTrust could specify the governing law, while rejecting arguments that trade-secret statutes preempted contractual remedies or that Utah's post-employment restrictions necessarily invalidated the confidentiality provision.
The Court’s Holding
The court found the trade-secret allegations sufficiently particular because OneTrust identified branch profit-and-loss statements and eight categories of information within them, including corporate allocations, vendor payments, target yield, regional margins, loan volume, product mix, fees, and net income. Alleged confidentiality agreements, restricted access, information-technology safeguards, training, and competitive value adequately pleaded secrecy and economic value. Deposition-based and circumstantial allegations also sufficed to plead direct misappropriation by Lassig and indirect misappropriation by Ruby, Core, Leonhardt, and CrossCountry. Timeliness produced a different result for the CCM defendants: incorporated material concerning a September 8, 2022 Utah complaint suggested inquiry notice, and no specific continuing-use allegations saved their CUTSA and DTSA claims. Those claims were dismissed with leave to amend, while the trade-secret claims against Lassig, Ruby, and Core survived. Aiding and abetting under the DTSA was dismissed as noncognizable, with permission to plead direct misappropriation.
The breach-of-contract claim against Lassig was dismissed with leave to amend solely because the second amended complaint failed to specify the governing law. California trade libel was dismissed under its two-year limitations period because delayed discovery and continuing violations were inadequately pleaded. Ohio defamation per se and the associated Ohio deceptive-practices claim failed under the one-year period for similar discovery-rule reasons. Ohio common-law injurious falsehood/trade libel alone was dismissed with prejudice because Ohio handles commercial falsehoods through its deceptive-practices statute. North Carolina claims against Ruby and Core survived only as to the factual assertion that OneTrust "didn't honor any of its agreements"; the other listed statements were opinion, puffery, or conclusory. Tortious-interference claims lacked operative facts about contracts, breaches, interference, and harm. Lanham Act, California UCL, and Ohio deceptive-practices unfair-competition claims failed Rule 9(b), including their conclusory TILA foundation. Civil conspiracy and unjust enrichment were dismissed for failure to identify governing state law. Except for the single prejudicial dismissal, amendment was permitted.
Key Takeaways
- Specific financial documents and enumerated information categories can identify trade secrets adequately without publicly revealing every underlying figure.
- The court treated inquiry notice and diligence differently across defendants, dismissing the CCM trade-secret claims while preserving those against Lassig, Ruby, and Core.
- A narrow contractual choice-of-law clause governed interpretation of Lassig's agreement but did not automatically convert related statutory and tort claims into Utah-law claims; the breach-of-contract claim was dismissed with leave to amend solely to specify governing law.
- Most dismissals concerned curable pleading or limitations allegations, whereas Ohio common-law trade libel was dismissed with prejudice as noncognizable.
- OneTrust must file any third amended complaint within thirty days of October 19, 2026; the order did not adjudicate the truth of the underlying allegations.
Why It Matters
The decision separates a plausible, document-bound trade-secret theory from broader competitive-misconduct allegations that lacked required factual detail or timely accrual allegations. It also shows why discovery-rule arguments must explain both when information was obtained and why reasonable diligence could not have produced it earlier.
The mixed ruling narrows the case substantially without ending it. The surviving trade-secret claims against Lassig, Ruby, and Core and the limited North Carolina speech-based claims proceed alongside an opportunity to repair the dismissed claims, while alternative dismissal grounds and the precise scope of the alleged secrets remain available for later proceedings.