Filed 7/21/26 Maroon Society v. Shah CA2/4
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION FOUR
MAROON SOCIETY, INC., B348165
Plaintiff and Appellant, (Los Angeles County
Super. Ct. No. 20SMCV00417)
v.
NISHA SHAH,
Defendant and Respondent.
APPEAL from a judgment of the Superior Court of Los
Angeles County, Lisa K. Sepe-Wiesenfeld, Judge. Affirmed.
Law Office of Dionisios Marinos and Dionisios Marinos for
Plaintiff and Appellant.
Ritt Hodges, D. Jay Ritt, and Warren O. Hodges, Jr., for
Defendant and Respondent.
Plaintiff Maroon Society, Inc. (Maroon) appeals from the
grant of summary judgment in favor of defendant Nisha Shah.
Maroon alleged Shah, a former employee and shareholder,
misappropriated its trade secrets. The trial court determined
Maroon’s operative pleading failed to state a claim for trade
secret misappropriation and that its remaining claims were
displaced by the Uniform Trade Secret Act (UTSA) and time-
barred. Because Maroon fails to show error, we affirm.
FACTUAL AND PROCEDURAL BACKGROUND
A. Maroon’s Second Amended Complaint
Maroon filed a complaint against Shah in March 2020.
Maroon’s operative second amended complaint (SAC) asserted
claims for (1) misappropriation of trade secrets, (2) intentional
interference with prospective economic relationship, (3) violation
of Business and Professions Code section 17200, and (4) breach of
contract.
The record contains an incomplete copy of the SAC,
perhaps less than half of the pleading. The portion provided
includes the following allegations.1 Maroon provides market
research survey services, focusing largely on consumer
perceptions and use of public programs, utilities, and
transportation. Maroon is owned and operated by Aaron Celious
(Celious).
1 Maroon asserts its appeal is limited to claims based on
misappropriation of its confidential client contact list and hiring
practices and systems. We therefore focus on the allegations relevant
to these claims.
2
Shah began working as an employee for Maroon in 2009.2
In September 2013, Shah entered into a partnership agreement
with Celious. Celious agreed to sell ownership shares in Maroon
to Shah. The agreement was to continue until it was terminated
which, pursuant to paragraph 6, could be done if Shah
voluntarily exited the partnership with Celious repurchasing her
shares.
Shah was the only full-time employee and shareholder
other than Celious. She was involved in the bidding process and
worked directly with Maroon’s clients on projects. In
November 2014, Shah registered her own business with the City
of Los Angeles Office of Finance. She continued working for
Maroon until she resigned and sold her ownership shares on
December 31, 2014.
Maroon alleged that Shah retained its trade secrets after
resigning and used them to compete with Maroon. Maroon
identified the following as its trade secrets: (1) “Unique and
novel compilation of client lists which includes client names,
pricing data, information on contract negotiation and client
history,” and (2) “[u]nique methods and processes for . . . hiring,
training and managing survey staff, including specific client
preferences . . . .” Maroon alleged it maintained the information’s
confidentiality and used it to bid on projects.
In November 2018, Maroon became aware that Shah,
working as a subcontractor for one of Maroon’s clients, had
obtained a contract several months earlier to perform customer
2 In a declaration filed in opposition to Shah’s summary judgment
motion, Celious stated he asked Shah to hire and manage staff for
Maroon based on Shah’s experience operating a temporary staffing
agency.
3
satisfaction surveys at Los Angeles World Airports. Maroon had
submitted a proposal for the same project and found it suspicious
the contract was awarded to Shah. Maroon submitted a Freedom
of Information Act request to Los Angeles World Airports
regarding the proposals. Based upon the response it received,
Maroon discovered that Shah misappropriated its trade secrets to
bid for competing projects. Maroon later learned that Shah
accessed her Maroon email account after resigning to solicit
Maroon’s clients.
B. Motion for Summary Judgment and Trial Court’s
Ruling
Shah moved for summary judgment, or in the alternative,
summary adjudication of all claims. Shah argued the SAC failed
to state a claim for misappropriation of trade secrets. She also
contended that any information Maroon submitted as part of a
bidding process for public entities would be public record and
could not constitute a trade secret. Shah argued Maroon’s other
causes of action were displaced3 under UTSA because they were
based on the same nucleus of facts as the misappropriation claim.
Shah further argued that each cause of action was barred by the
applicable statute of limitations. Maroon opposed the motion,
and Shah filed a reply.
3 The parties use the term “preemption” in discussing this issue.
When addressing an issue involving whether one provision of state law
displaces other provisions of state law, our Supreme Court has
expressed a preference for using the term “displace.” (Guild Mortgage
Co. LLC v. CrossCountry Mortgage LLC (2026) 120 Cal.App.5th 885,
897–898, fn. 8, citing Zengen, Inc. v. Comerica Bank (2007) 41 Cal.4th
239, 247, fn. 5.) We also use the term.
4
The trial court granted Shah’s motion for summary
judgment. As to the misappropriation claim, the court
determined the SAC failed to set forth the existence of a trade
secret. The court stated the SAC failed to describe the subject
matter of the trade secrets with sufficient particularity and to
allege any specific confidential information that would not be
disclosed as part of a public bidding process. The court also
determined that Maroon’s remaining causes of action were
displaced by UTSA because the conduct at the heart of the claims
was the alleged acquisition and misappropriation of Maroon’s
trade secrets. Further, the court found Maroon’s claims were
time-barred. As to the breach of contract claim specifically, the
court determined that Maroon’s complaint was filed about
five years after the underlying partnership agreement was
terminated and there was no basis for tolling the four-year
statute of limitations.
Judgment was entered for Shah, and Maroon appealed.
DISCUSSION
A. Summary Judgment Law and Standard of Review
“A defendant moving for summary judgment must show
that one or more elements of the plaintiff’s cause of action cannot
be established or that there is a complete defense. [Citation.] If
the defendant meets this burden, the burden shifts to the
plaintiff to present evidence creating a triable issue of material
fact.” (Grebing v. 24 Hour Fitness USA, Inc. (2015) 234
Cal.App.4th 631, 636–637.)
The procedure “‘presupposes that the pleadings are
adequate to put in issue a cause of action,’” and therefore
“‘“necessarily includes a test of the sufficiency of the
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complaint . . . .”’” (Stolz v. Wong Communications Limited
Partnership (1994) 25 Cal.App.4th 1811, 1817 (Stolz).) Where a
pleading fails to allege a valid claim, “‘[t]he summary judgment
proceeding is . . . necessarily transmuted into a test of the
pleadings and the summary judgment motion into a motion for
judgment on the pleadings.’” (Ibid.) When the complaint fails to
allege facts sufficient to state a cause of action, judgment on the
pleadings is appropriate. (Code Civ. Proc., § 438,
subd. (c)(1)(B)(ii).)
We review the trial court’s decision de novo. (Stolz, supra,
25 Cal.App.4th at p. 1817.) It is a fundamental principle of
appellate procedure that the judgment is presumed correct, and
the appellant bears the burden to affirmatively show reversible
error by citation to the record and supporting authority.
(Jameson v. Desta (2018) 5 Cal.5th 594, 608–609 (Jameson);
Villalobos v. City of Santa Maria (2022) 85 Cal.App.5th 383, 388.)
“‘In the absence of a contrary showing in the record, all
presumptions in favor of the trial court’s action will be made by
the appellate court. “[I]f any matters could have been presented
to the court below which would have authorized the order
complained of, it will be presumed that such matters were
presented.”’” (Jameson, at p. 609.) “‘“A necessary corollary to
this rule is that if the record is inadequate for meaningful review,
the appellant defaults and the decision of the trial court should
be affirmed.”’” (Ibid.) These principles apply even on de novo
review. (Association for Los Angeles Deputy Sheriffs v. County of
Los Angeles (2023) 94 Cal.App.5th 764, 776–777; Morgan v.
Imperial Irrigation Dist. (2014) 223 Cal.App.4th 892, 913.)
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B. Maroon Does Not Demonstrate the Trial Court Erred
in Determining the SAC Did Not Sufficiently Allege
the Existence of a Trade Secret
Maroon contends the trial court erred by granting Shah’s
motion for summary judgment as to Maroon’s claim for
misappropriation of trade secrets. We conclude Maroon does not
affirmatively demonstrate error.
Civil Code section 3426.1, subdivision (d) defines a trade
secret as “information, including a formula, pattern, compilation,
program, device, method, technique, or process, that:
[¶] (1) Derives independent economic value, actual or potential,
from not being generally known to the public or to other persons
who can obtain economic value from its disclosure or use; and
[¶] (2) Is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy.” In its complaint, “a party
seeking to protect trade secrets must ‘describe the subject matter
of the trade secret with sufficient particularity to separate it from
matters of general knowledge in the trade or of special knowledge
of those persons who are skilled in the trade, and to permit the
defendant to ascertain at least the boundaries within which the
secret lies.’” (Whyte v. Schlage Lock Co. (2002) 101 Cal.App.4th
1443, 1453 (Whyte).)
The trial court determined that Maroon’s SAC failed to
plead the existence of a trade secret as the pleading did not
describe the subject of the trade secrets with sufficient
particularity to separate them from matters of general knowledge
in the trade. The court further determined that the SAC failed to
allege sufficient facts establishing the relevant information was
confidential given the information was used in public bidding
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processes. Maroon fails to meet its burden of showing the court
erred for several reasons.
First, Maroon does not challenge the trial court’s
determination that the SAC failed to state a claim for trade
secret misappropriation in its opening brief. Maroon’s failure to
address this issue forfeits any challenge to the court’s ruling.
“‘Even when our review on appeal “is de novo, it is limited to
issues which have been adequately raised and supported in [the
appellant’s opening] brief. [Citations.] Issues not raised in an
appellant’s brief are deemed [forfeited] or abandoned.”’” (Golden
Door Properties, LLC v. County of San Diego (2020) 50
Cal.App.5th 467, 554–555.)
Second, it was Maroon’s burden to provide an adequate
record to assess any claim of error concerning the sufficiency of
the SAC (Jameson, supra, 5 Cal.5th at p. 609), but as Shah points
out, the record contains an incomplete copy of this pleading.
Accordingly, we cannot meaningfully review whether the trial
court erred in determining the SAC as a whole did not state a
claim for misappropriation of trade secrets. (Ibid.) We must
presume the portions of the pleading not before us supported the
court’s ruling. (Ibid.)
Third, Maroon’s conclusory assertion, made for the first
time in its reply brief, that its SAC “met the ‘sufficient
particularity’ requirement” for describing trade secrets is
insufficient. Maroon fails to cite authority or provide analysis to
support this assertion. Maroon does not point to any facts in the
SAC supporting a finding that its broadly described client lists
and hiring practices constitute trade secrets. Nor does Maroon
address the court’s determination that the SAC did not
sufficiently allege facts establishing the subject information was
8
confidential given that the information was publicly disclosed.
(In re Providian Credit Card Cases (2002) 96 Cal.App.4th 292,
304 [“Public disclosure, that is the absence of secrecy, is fatal to
the existence of a trade secret”].) “We are not required to
examine undeveloped claims or to supply arguments for the
litigants.” (Shaw v. Los Angeles Unified School Dist. (2023) 95
Cal.App.5th 740, 754.)
We observe that Maroon’s appellate briefs do not reveal
why its client lists or hiring and training practices constitute
trade secrets either. Maroon speaks in general terms of a
“private list of customer contacts” and “proprietary techniques”
for hiring and training, without describing them in significant
detail. Maroon does not show why any customer lists or
techniques constitute “truly secret information.” (Whyte, supra,
101 Cal.App.4th at p. 1454.)
C. Maroon Does Not Demonstrate the Trial Court Erred
in Determining UTSA Displaced its Unfair
Competition Law and Interference with Prospective
Economic Relationship Claims
Maroon argues the trial court erred in determining that
Maroon’s second and third causes of action for violation of
Business and Professions Code section 17200 and interference
with prospective economic relationship were displaced by UTSA.4
Maroon does not demonstrate error.
4 Maroon also argues the trial court erred in determining that its
breach of contract claim was displaced by UTSA. (See K.C.
Multimedia, Inc. v. Bank of America Technology & Operations, Inc.
(2009) 171 Cal.App.4th 939, 954 [UTSA “‘expressly allows contractual
and criminal remedies, whether or not based on trade secret
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UTSA displaces “common law claims that are ‘based on the
same nucleus of facts as [a] misappropriation of trade secrets
claim for relief.’” (K.C. Multimedia v. Bank of America
Technology & Operations, supra, 171 Cal.App.4th at p. 958; see
id. at pp. 960–962 [holding interference with contract and unfair
competition law claims were displaced because “the conduct at
the heart of” the common law and UTSA claims was “the asserted
disclosure of trade secrets”].) “Put another way, ‘[t]o survive
[displacement], [a plaintiff’s] claims must “allege wrongdoing that
is materially distinct from the wrongdoing alleged in a [ ]UTSA
claim.”’” (Navigation Holdings, LLC v. Molavi (N.D.Cal. 2020)
445 F.Supp.3d 69, 81.)
The trial court concluded the second and third causes of
action did not sufficiently allege wrongdoing distinct from
Maroon’s trade secret misappropriation claim. The court
determined the conduct at the heart of the second and third
causes of action was Shah’s alleged improper acquisition and use
of Maroon’s trade secrets. In its ruling, the court expressly cited
paragraphs numbered 90 to 102 to support this determination.
The SAC in the record, however, contains only paragraphs
numbered 1 to 48. Without a complete copy of the SAC, we
cannot determine without speculating whether the second and
third causes of action “genuinely allege ‘alternative legal
theories’” or are “a transparent attempt to evade the strictures of
[ ]UTSA by restating a trade secrets claim as something else.”
(Silvaco Data Systems v. Intel Corp. (2010) 184 Cal.App.4th 210,
240, disapproved on other grounds in Kwikset Corp. v. Superior
misappropriation’”].) We separately address Maroon’s breach of
contract claim below, which we affirm the court’s ruling on for different
reasons.
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Court (2011) 51 Cal.4th 310, 337.) We are required to presume
the SAC as a whole supported the court’s order and resolve
Maroon’s claims of error against it. (Jameson, supra, 5 Cal.5th at
p. 609.)
We note the wrongful conduct Maroon alleges Shah
engaged in involved Shah’s contact with Maroon’s clients and
misappropriation of its business opportunities. Celious’s
declaration, on which Maroon relies, specifies that Shah used her
Maroon email account to perpetrate the trade secret theft and
used stolen confidential information to interfere with its
contracts and compete for business. This indicates the conduct at
the heart of Maroon’s claims was Shah’s alleged misappropriation
of trade secrets.5
D. Maroon’s Breach of Contract Claim is Time-Barred
Maroon argues the trial court erred by concluding that
Maroon’s claim for breach of contract was time-barred. We are
not persuaded.
The statute of limitations for a breach of contract claim is
four years. (Code Civ. Proc., § 337.) Here, the trial court
concluded the partnership agreement that Shah allegedly
breached terminated pursuant to its own terms on
December 31, 2014, when Shah exited the partnership and sold
5 “When a motion for summary judgment is in effect a motion for
judgment on the pleadings, the court may give the plaintiff leave to
amend to cure the deficiencies of the complaint.” (Stolz, supra, 25
Cal.App.4th at p. 1825, fn. 6.) However, the burden of demonstrating a
reasonable possibility the pleading’s defects can be cured by
amendment is “squarely on the plaintiff.” (See Blank v. Kirwan (1985)
39 Cal.3d 311, 318.) Maroon has not sought leave to amend or made
any claim as to how it can cure the deficiencies in the SAC.
11
her shares. In other words, no breach could have occurred after
the agreement ended on December 31, 2014, which was more
than five years before the case was filed. Maroon does not show
the court erred. It does not identify any authority or provision in
the contract to show that its terms continued past termination.
Maroon argues generally that all its claims were timely
under the delayed discovery, equitable estoppel, and continuing
violation doctrines. However, it does not identify any alleged
wrongdoing that occurred before the partnership agreement was
terminated in December 2014 to which these doctrines would
apply. It does not explain how any wrongful conduct that
occurred after termination of the agreement would somehow
revive the agreement.6 Maroon thus fails to show the trial court
erred in ruling that its breach of contract claim was time-barred.7
6 As with Maroon’s other claims, the trial court relied on portions
of the SAC that are not part of the record on appeal. This includes
paragraphs numbered 107 to 111 in the pleading. We must again
presume the portions of the SAC not before us supported the court’s
order.
7 Given our conclusions, we need not and do not reach the parties’
remaining arguments.
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DISPOSITION
The judgment is affirmed. Shah is awarded costs on
appeal.
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
MORI, J.
We concur:
ZUKIN, P. J.
COGLIATI, J. **
** Judge of the Santa Cruz County Superior Court, assigned by the
Chief Justice pursuant to Article VI, section 6, of the California
Constitution.
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