United States District Court, N.D. Texas, Dallas Division
MEMORANDUM OPINION AND ORDER
Lindsay United States District Judge.
the court are Plaintiff's Application for Temporary
Restraining Order, Expedited Discovery, and Order to Show
Cause for Preliminary Injunction (Doc. 6), filed April 22,
2019; Defendants' Opposition to Plaintiff's
Application (Doc. 22), filed April 29, 2019; and
Plaintiff's Reply (Doc. 26), filed May 1, 2019. After
considering the application, supporting evidence, and
applicable authority, the court denies
Plaintiff's Application for Temporary Restraining Order
and orders the parties to submit a proposed
discovery and briefing schedule and suggested date for the
preliminary injunction hearing.
Factual and Procedural Background
Computer Sciences Corporation (“Plaintiff” or
“CSC”) is a provider of life insurance and
annuities software systems and services. Pl.'s Appl.,
Doc. 7 at 7. CSC developed a proprietary software system,
VANTAGE-ONE / Wealth Management Accelerator
(“Vantage”), that performs calculations such as
policy and fund valuations, rates of return, and cost of
insurance calculations. Pl.'s Appl., Doc. 7 at 7-8. CSC
contends that its software source code and associated user
manuals, contain trade secrets and are marked as confidential
and proprietary. Id.
licenses the Vantage software to customers pursuant to
confidentiality and nondisclosure agreements that impose
“strict limitations” on the use of the software.
Id. The customer must limit who is able to access
the source code, and CSC employees directly manage and
support the customer's access to the software. Pl's
Appl., Doc. 7 at 9.
CSC's customers with access to Vantage source code is
Money Services, Inc. (“MSI”). Id. MSI is
a subsidiary of Transamerica. Id. Under the license
agreement between MSI/Transamerica and CSC, MSI is authorized
to share access to Vantage with third parties, provided that
the third party is bound by confidentiality and nondisclosure
provisions and does not use the software to benefit itself.
Pl.'s Appl., Doc. 7 at 10. MSI/Transamerica provides such
third-party access to one of its service providers, the
defendants in this case, Tata Consultancy Services Limited,
Tata America International Corporation, and Doe Defendants
1-10 (collectively, “Defendants” or
“TCS”). Pl.'s Appl., Doc. 7 at 11.
January 2018, TCS announced that it reached a deal with
Transamerica to adapt its software platform, BaNCS, to
perform life insurance and annuities administration for
TransAmerica. Pl.'s Appl., Doc. 7 at 6; Defs.' Resp.,
Doc. 22 at 8. Although Transamerica currently uses CSC's
Vantage software to perform its operations, the deal with TCS
anticipates the eventual transition of Transamerica from the
Vantage software to TCS's BaNCS software. Def.'s
Resp., Doc. 22 at 8. As a result of the deal, TCS now employs
former MSI/Transamerica employees, some of whom have access
to CSC's Vantage software pursuant to the license
arrangement between CSC and MSI/Transamerica. Pl.'s
Appl., Doc. 7 at 11.
March 25, 2019, Ashish Barnwal (“Barnwal”), a CSC
employee who maintains an office at the MSI/Transamerica
facility to oversee the use of Vantage software, was copied
on an e-mail thread, the contents of which give rise to this
lawsuit and a copy of which is attached as “Exhibit
A” to Barnwal's Declaration. Pl.'s Appl., Doc.
7 at 13. The e-mails include a discussion among TCS and
MSI/Transamerica employees regarding how the Vantage software
program performs rate of return calculations. Pl.'s
Appl., Doc. 7 at 11-13. CSC contends that these e-mails are
evidence that TCS is misappropriating its trade secrets,
namely, the Vantage source code and its accompanying user
manual describing the calculation. Pl.'s Appl., Doc. 7 at
12-13. CSC alleges that TCS is misappropriating the Vantage
source code and user manual to develop its competing BaNCS
software system, pursuant to its deal with TransAmerica.
Pl.'s Appl., Doc. 7 at 10, 17.
discovering the existence of these e-mails from its employee
Barnwal, CSC filed this action on April 22, 2019, alleging
claims against Defendants for trade secret misappropriation
under the Defend Trade Secrets Act (“DTSA”) and
Texas Uniform Trade Secrets Act (“TUTSA”), unfair
competition, conspiracy, tortious interference with
prospective economic advantage, and conversion. By separate
application, CSC filed the Motion for Temporary Restraining
Order, Expedited Discovery, and Order to Show Cause for
Preliminary Injunction. Specifically, CSC requests that the
court issue a temporary restraining order that enjoins
i. Acquisition, disclosure, or use of CSC's software,
source code, software documentation, or any part thereof, and
CSC's confidential and proprietary processes, methods,
techniques, and compilations (collectively, “CSC
Information”) in connection with the development or use
of Defendants' own products (including BaNCS);
ii. Acquisition, disclosure, or use of CSC Information except
as authorized by CSC and necessary to provide TCS'
contractually-obligated services to MSI;
iii. To the extent that Defendants assert that acquisition,
use or disclosure of CSC Information is authorized and
necessary to provide TCS' contractually-obligated
services to MSI, Defendants shall identify to CSC: (1) the
specific CSC Information that has been or will be acquired,
disclosed, or used; (2) the specific contractually-obligated
service that necessitates such acquisition, disclosure or
use; (3) the reason such acquisition, disclosure, or use is
necessary; (4) the name(s) of the MSI employee(s) and
business unit who authorized the work; and (5) the name(s) of
Defendants' employee(s) who need to acquire, disclose or
use the CSC information, and for how long, within
three days of this order.
Pl.'s Appl., Doc. 7 at 14 (emphasis added).