United States District Court, E.D. Texas, Sherman Division
VINE OIL & GAS LP, VINE MANAGEMENT SERVICES LLC, BRIX OIL & GAS LP, and BRIX OPERATING LLC Plaintiffs,
INDIGO MINERALS, LLC, and INDIGO NATURAL RESOURCES LLC, Defendants.
MEMORANDUM OPINION AND ORDER
L. MAZZANT, UNITED STATES DISTRICT JUDGE
before the Court is Indigo's Motion to Dismiss for
Failure to State a Claim and Motion to Dismiss for Improper
Venue, or in the Alternative, to Transfer to the Southern
District of Texas (Dkt. #25).
reviewing the relevant pleadings and motions, the Court finds
the motion should be DENIED.
Vine Oil & Gas LP is a Delaware limited partnership with
its corporate office in Plano, Texas. Plaintiffs Vine Management
Services LLC, Brix Oil & Gas LP, and Brix Operating LLC
(together with Vine Oil & Gas LP, “Vine”) are
related entities located in Plano, Texas. Vine is a private
oil and gas company engaged in the business of developing the
Haynesville and Mid-Bossier shales. Vine holds a significant
working interest in the Haynesville Basin, and it maintains
production sites in a variety of parishes across northern
Indigo Natural Resources, LLC, a Texas limited liability
company with its corporate office in Houston, Texas, is a
private natural gas and natural gas liquids producer, engaged
in the business of developing the Haynesville Shale, the
Bossier Shale, and the Holly Vaughn formation. Defendant
Indigo Minerals, LLC (together with Indigo Natural Resources,
LLC, “Indigo”), a Texas limited liability company
in Houston, Texas, is a private oil and gas exploration
company engaged in aggregating mineral interests and
acquiring and developing working interests in oil and gas
wells located in East Texas and throughout Louisiana,
Mississippi, and Alabama.
and Indigo are apparently competitors in the Haynesville
Basin and elsewhere. In an effort to secure and maintain a
competitive advantage over other market players, Vine gathers
performance data from each of its drilling operations and
stores it in a secure database-referred to as the
“Pason database.” In addition to performance
data, the Pason database stores other confidential
information, including Vine's trade secret processes,
formulas, and techniques. Vine periodically grants access to
the Pason database to employees, consultants, and other third
parties who it determines ought to have access to its
confidential information; in turn, those with access agree to
keep the information they access confidential “through
either the employee handbook or [a Master Services Agreement
(MSA)]” (Dkt. #1).
such person with access to the Pason database was Daniel Ho,
an employee of Halliburton Energy Services
(“Halliburton”). Vine hired Halliburton to
provide it with various engineering services, and the
companies entered a MSA whereby Halliburton and its employees
agreed to keep all Vine information confidential. During the
engagement between Vine and Halliburton, Mr. Ho had access to
the Pason database: his role was to evaluate Vine's
performance and advise Vine on how it could improve, and this
involved accessing Vine's confidential information. When
Halliburton later promoted Mr. Ho, allegedly in or around May
2017, Vine required that Mr. Ho's access to the Pason
database and its other confidential information be
about April 30, 2019, two Vine employees allegedly spoke with
Todd Epperson, a representative from Ulterra Drilling Tech,
LP, where they learned that an Indigo representative had
apparently told Mr. Epperson that he, the Indigo
representative, “had access to all of Vine's
data” (Dkt. #1). Upon receiving this information, Vine
investigated the matter and discovered that within the past
year, the Pason database was accessed over 32, 000 times with
Mr. Ho's credentials. Hundreds of different IP addresses
are alleged to have accessed the database, sometimes from
different locations at the same time.
claims that Mr. Ho gave his login credentials to multiple
users at Indigo, who Vine claims then used those credentials
to access the Pason database and view Vine's confidential
information. Vine's position is that, during the period
in question, neither the Indigo users nor Mr. Ho had access
to the Pason database or Vine's permission to access the
Pason database; that Indigo accessed and used Vine's
confidential information, including its trade secrets; that
Indigo has attempted to conceal its usage of Vine's trade
secrets; and that as a result, Indigo's performance has
improved at Vine's expense. Further, Vine alleges that
that Mr. Ho obtained his login credentials at its
headquarters in Plano, Texas; that its trade secrets were
developed and used daily at those headquarters; that its
trade secrets were used in its operations in the Haynesville
Shale, which is spread across Panola, Harrison, Rusk, Shelby,
San Augustine, Sabine, Gregg, Marion, Upshur, and Nacogdoches
counties; and that at least one IP address located in Collin
County, Texas accessed the Pason database approximately 86
specific legal claims are (1) misappropriation of trade
secrets under the Texas Uniform Trade Secrets Act, codified
at §§ 134.001-134.005 of the Texas Civil Practice
and Remedies Code; (2) misappropriation of trade secrets
under the Defense of Trade Secrets Act, codified at 18 U.S.C.
§ 1832; and (3) violations of the Computer Fraud and
Abuse Act, codified at 18 U.S.C. § 1030.
10, 2019, Vine filed a complaint against Indigo (Dkt.
On June 4, 2019, Indigo filed a Motion to Dismiss for Failure
to State a Claim and Motion to Dismiss for Improper Venue, or
in the Alternative, to Transfer to the Southern District of
Texas (Dkt. #25). On June 18, 2019, Plaintiffs filed a
consolidated response (Dkt. #30). On June 25, 2019, Indigo
filed a reply (Dkt. #37).
Rule 12(b)(6) Motion
Federal Rules of Civil Procedure require that each claim in a
complaint include a “short and plain statement . . .
showing that the pleader is entitled to relief.”
Fed.R.Civ.P. 8(a)(2). Each claim must include enough factual
allegations “to raise a right to relief above the
speculative level.” Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 555 (2007).
12(b)(6) motion allows a party to move for dismissal of an
action when the complaint fails to state a claim upon which
relief can be granted. Fed.R.Civ.P. 12(b)(6). When
considering a motion to dismiss under Rule 12(b)(6), the
Court must accept as true all well-pleaded facts in
plaintiff's complaint and view those facts in the light
most favorable to the plaintiff. Bowlby v. City of
Aberdeen, 681 F.3d 215, 219 (5th Cir. 2012). The Court
may consider “the complaint, any documents attached to
the complaint, and any documents attached to the motion to
dismiss that are central to the claim and referenced by the
complaint.” Lone Star Fund V (U.S.), L.P. v.
Barclays Bank PLC, 594 F.3d 383, 387 (5th Cir. 2010).
The Court must then determine whether the complaint states a
claim for relief that is plausible on its face.
‘“A claim has facial plausibility when the
plaintiff pleads factual content that allows the [C]ourt to
draw the reasonable inference that the defendant is liable
for the misconduct alleged.'” Gonzalez v.
Kay, 577 F.3d 600, 603 (5th Cir. 2009) (quoting
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)).
“But where the well-pleaded facts do not permit the
[C]ourt to infer more than the mere possibility of
misconduct, the complaint has alleged-but it has not
‘show[n]'-‘that the pleader is entitled to
relief.'” Iqbal, 556 U.S. at 679 (quoting
Iqbal, the Supreme Court established a two-step
approach for assessing the sufficiency of a complaint in the
context of a Rule 12(b)(6) motion. First, the Court should
identify and disregard conclusory allegations, for they are
“not entitled to the assumption of truth.”
Iqbal, 556 U.S. at 664. Second, the Court
“consider[s] the factual allegations in [the complaint]
to determine if they plausibly suggest an entitlement to
relief.” Id. “This standard
‘simply calls for enough facts to raise a reasonable
expectation that discovery will reveal evidence of the
necessary claims or elements.'” Morgan v.
Hubert, 335 Fed.Appx. 466, 470 (5th Cir. 2009) (citation