United States District Court, D. Arizona
CINDY K. JORGENSON, District Judge.
Pending before the Court is Defendant's Motion for Summary Judgment on Plaintiff's Third Claim for Relief (Doc. 95). Argument was presented to the Court on January 30, 2015.
I. Factual and Procedural Background
Ordinance Technologies (North America), Inc. (collectively, with its predecessor in interest Ordinance Technologies (UK) Limited, "OTNA") alleges it owns the proprietary and intellectual rights to the design of the Laser Multiple Warhead System ("LMWS"). Complaint (Doc. 1), p. 1-2.
The parties state that OTNA worked with Raytheon Missile Systems (collectively, with Raytheon Company, "Raytheon"), beginning in the early 1990s, on Multi Warhead/Multi Mission Warhead programs. OTNA has alleged it invested considerable sums on the research and development of warhead design, modeling and business development with the understanding it would remain the Warhead System Design Authority on the Multi Warhead/Multi Mission Warhead programs and that any intellectual property rights it created would remain the property of OTNA. However, by virtue of multiple agreements between OTNA and Raytheon, Raytheon was, and is, knowledgeable about numerous aspects of OTNA's business including trade secrets and OTNA alleges that Raytheon was obligated to refrain from using and/or misappropriating OTNA's trade secrets.
The parties agree OTNA and Raytheon entered into a Technical Assistance Agreement ("TAA"), in which Raytheon agreed to provide OTNA with technical data and defense services related to the integration of the LMWS for use in the Tactical Tomahawk Cruise Missile. The TAA was amended in 2005 ("Amended TAA"). The Amended TAA stated that Raytheon held no rights to the proprietary data at issue in this case and that OTNA the full ownership rights of proprietary data at issue in this case.
The Complaint states that OTNA's "concerns first began to rise" about Raytheon's alleged improper use of proprietary data in 2005. Complaint, ¶ 22. OTNA sent correspondence to Raytheon in November 2005, which included the following:
11/16/2005 Email from OTNA principal Stephen Cardy [("Cardy"] to Raytheon Sr. Design Engineer Matt Buchanan [("Buchanan")]:
"OTL intend (sic) to fulfill its current contractual and legal obligations to Raytheon.... We will also be seeking formal undertakings regarding use of [OTNA] proprietary data provided to Raytheon. It is OTL's wish to resolve the current situation...."
11/17/2005 Letter from Stephen Cardy to Matt Buchanan:
"I would suggest that Raytheon review the TAA content in full as if this is a formal' U.S. DOD approved document the legal position of OTL is without question.... OTL have not withheld design data, manufacturing data or modelling data and very much regarded the program as a team effort and did not perceive Raytheon as a competitor in terms of the warhead system or elements of it. It may be that OTL has been commercially naive but now there is an opportunity to identify where exactly OTL sits regarding the program."
01/09/2006 Email from Stephen Cardy to Matt Buchanan:
"I have had meetings with OTL staff and our legal advisors.... As you are aware OTL spent some 2 years defending its IPR [intellectual property rights] against claims from SEI Italy.... Following discussions with our legal advisors on the current position, their advice was that we should explore some form of ...