Innospec Inc. and Innospec Fuel Specialties LLC v. Aurorium Holdings LLC, Aurorium Denham Springs LLC and Aurorium LLC

Summary

This Report and Recommendation addresses Defendants’ motion to dismiss claims arising from alleged breaches of supply and confidentiality agreements, trade secret misappropriation, false advertising, unfair competition, and replevin. The Court recommends dismissing some contract claims against Aurorium LLC and Aurorium Holdings LLC, allowing certain contract and trade secret claims to proceed, dismissing the false advertising and unfair competition claims with prejudice, and treating the replevin claim as withdrawn as moot. The recommendation was dated March 5, 2026, following a March 4, 2026 hearing.

Holdings

1. The court recommended dismissal of Counts I and II against Aurorium LLC and Aurorium Holdings LLC because those entities were not parties to either agreement and the allegations did not plausibly establish that either entity was specifically and individually bound by the agreements.
2. The court recommended denying dismissal of Count II against Aurorium Denham Springs LLC because the agreement's language concerning its purpose and covered information was ambiguous, and plaintiffs' interpretation plausibly brought the OLI 9000 trade secret within the agreement's scope.
3. The court recommended granting dismissal of Count I because the Supply Agreement did not impose a standalone confidentiality obligation.
4. The court recommended denying dismissal of Counts III and IV against Aurorium Denham Springs LLC and Aurorium Holdings LLC because plaintiffs plausibly alleged that those defendants had access to the OLI 9000 trade secret and improperly used it in connection with Texalene 7467.
5. The court recommended granting dismissal of Counts III and IV against Aurorium LLC because plaintiffs did not plausibly allege what the LLC specifically did with the trade-secret information after receiving it.
6. The court recommended dismissal with prejudice of Counts V through VII because statements that Texalene 7467 was exempt from EPA filing requirements were not actionable as literally false when determining falsity required interpretation of an ambiguous, previously uninterpreted EPA regulation.
7. The court recommended dismissal with prejudice of the state-law false-advertising and unfair-competition claims because they were based on the same nonactionable regulatory-compliance theory as the Lanham Act claims.
8. The court treated the replevin claim in Count VIII as moot based on defendants' representations and plaintiffs' agreement that the claim would be withdrawn.
9. The court did not grant leave to amend on the existing request because plaintiffs failed to submit a draft proposed amended pleading, but permitted them to seek leave by March 25, 2026 using the proper procedure.

Questions Presented

1. Whether the breach-of-contract claims could proceed against Aurorium LLC and Aurorium Holdings LLC when they were not parties to the 2020 Supply Agreement or 2020 Confidentiality Agreement.
2. Whether the breach-of-contract claim against Aurorium Denham Springs LLC based on the 2020 Confidentiality Agreement stated a plausible claim despite ambiguity concerning the agreement's defined purpose and covered information.
3. Whether the 2020 Supply Agreement imposed a standalone confidentiality obligation sufficient to support a breach-of-contract claim.
4. Whether the trade-secret misappropriation claims were plausibly pleaded against each Aurorium defendant.
5. Whether statements that Texalene 7467 was exempt from EPA filing requirements were actionable as literally false statements under the Lanham Act or corresponding state-law theories when determining falsity required interpreting an ambiguous EPA regulation.
6. Whether the replevin claim was moot.
7. Whether plaintiffs properly requested leave to amend.

Disposition

other