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Level One Technologies, Inc. v. Penske Truck Leasing Co., LP

United States District Court, E.D. Missouri, Eastern Division

March 20, 2015

PENSKE TRUCK LEASING CO., L.P., et al., Defendants.


RODNEY W. SIPPEL, District Judge.

Level One Technologies, Inc., ("Level One") has developed an electronic payment management and facilitation system for the trucking and logistics industry. The system provides trucking and logistics companies a way to communicate with and bill their customers. In 2008, Defendants Penske Truck Leasing Co., L.P., and Penske Logistics LLC ("Penske") entered into a services agreement with Level One for the use of the Level One payment management system. Level One now claims that Penske misappropriated its payment management system and related trade secrets and developed a competing system. Level One seeks relief under the Missouri Uniform Trade Secrets Act, Mo. Rev. Stat. § 417.450, et seq., as well as under state tort and contract laws.

The Penske defendants have filed a motion to dismiss the complaint and for a more definite statement pursuant to Federal Rules of Civil Procedure 12(b)(6) and 12(e). Level One opposes this motion and the issues are fully briefed. For the reasons set forth below, I will grant in part and deny in part Penske's motion.


According to the complaint, on November 7, 2008, Level One and Penske entered into a five year services agreement for Penske's use of the Level One payment management system. Under the services agreement, Level One would provide Penske with access to its system and would recoup fees for each transaction that was processed using the system. Penske agreed to process approximately 913, 846 transactions a year, and promised to transition its customers to the Level One system pursuant to an agreed upon timeline. Over the next four years, Level One and Penske entered into a series of other agreements related to the initial services agreement.

Level One alleges that Penske "manipulated and defrauded Level One" to obtain access to its payment management system, learn it, and then misappropriate it. Level One claims that Penske breached the terms of their services agreement by failing to transition the promised number of customers in the timeline specified, costing Penske lost revenue. Level One also alleges that, on December 10, 2012, Penske informed Level One that it no longer intended to transition to the originally promised transaction volumes and that in "late 2011" it had "begun to develop its own freight bill audit and payment solution, " called POPS. Compl. ¶¶ 72-73 [Doc. #2]. Level One further alleges that Penske misappropriated Level One's proprietary and protected information and efforts in developing the POPS system, and that by doing so Penske gained a head start and was unjustly enriched.

Specifically, Level One's complaint asserts claims under Missouri law for (1) fraud in the inducement, (2) negligent misrepresentation, (3) breach of services agreement, (4) misappropriation of results of time, resources, and monetary investment, (5) head start liability, (6) fraud, (7) negligent misrepresentation, (8) breach of duty of good faith and fair dealing, (9) misappropriation of trade secrets, (10) unfair competition, (11) unjust enrichment, and (12) civil conspiracy.

Legal standard

In ruling on a motion to dismiss, I must accept as true all factual allegations in the complaint and view them in the light most favorable to the plaintiff. Fed.R.Civ.P. (12)(b)(6); Kohl v. Casson, 5 F.3d 1141, 1148 (8th Cir. 1993). "To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.'" Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citing Bell Atl. Corp. V. Twombly, 550 U.S. 544, 570 (2007)). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Iqbal, 556 U.S. at 678.

Unlike state courts which often require detailed statements of fact in a petition, the federal rules require only notice pleading. Under Fed.R.Civ.P. 8(a):

[A] complaint must include only a short and plain statement of the claim showing that the pleader is entitled to relief. Such a statement must simply give the defendant fair notice of what the plaintiff's claim is and the grounds upon which it rests. This simplified notice pleading standard relies on liberal discovery rules and summary judgment motions to define disputed facts and issues and to dispose of unmeritorious claims.

Romine v. Acxiom Corp., 296 F.3d 701, 711 (8th Cir. 2002).


Penske moves to dismiss Level One's complaint and for a more definite statement under Fed.R.Civ.P. 12(b)(6) and 12(e). Penske asserts four arguments for dismissal: (1) The complaint should be dismissed for failure to meet pleading requirements under Rule 8(a) by improperly grouping Defendants Penske Truck Leasing Co. and L.P., Penske Logistics LLC, and non-parties Penske Logistics Europe and Penske Logistics Mexico together, (2) Count V (head start liability) should be dismissed because it is not a viable independent claim under Missouri law; (3) Counts I, II, IV, V, X, XI, and XII should be dismissed because they are preempted by the Missouri Trade Secrets Act, and (4) Count I (fraud in the inducement) and Count VI (fraud) ...

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