In Vicarious Surgical Inc. v. Beth Tragakis, Judge Salinger, sitting in the Massachusetts Business Litigation Session, dismissed a robotics company’s Chapter 93A claim for lack of any allegations that the robotics company was harmed by a former employee’s alleged copying and retention of its technical information.
The robotics company, Vicarious Surgical, alleged that its former employee, Beth Tragakis, copied and retained the company’s trade secrets and other proprietary information. Tragakis was employed at Vicarious for over three years, first as Director of Quality Systems and later as Vice President of Quality. Vicarious nowhere alleged in its complaint that Tragakis disclosed or used those materials after she left Vicarious and started her new job.
Analyzing whether to dismiss Vicarious Surgical’s Chapter 93A claim, Judge Salinger noted that Vicarious Surgical had to allege that Tragakis did something while acting in trade or commerce that was “unfair or deceptive,” and, as a result, Vicarious Surgical suffered some “loss of money or property.” “Proof of legally cognizable harm or injury,” Judge Salinger wrote, “is a necessary element of any claim” under G.L. c. 93A, § 11.
According to Judge Salinger, Vicarious Surgical did not allege any “facts plausibly suggesting that it suffered any kind of loss as a result of Tragakis’ misconduct, or that Tragakis has made any profit by using Vicarious’s proprietary information.” He therefore dismissed the Chapter 93A claim.
Judge Salinger, however, did not dismiss Vicarious Surgical’s claims for breach of contract, conversion, and violation of the Massachusetts Uniform Trade Secrets Act. Unlike the Chapter 93A claim, none of those claims required allegations that Tragakis disclosed or used Vicarious Surgical’s proprietary information or materials after she left Vicarious and started her new job.
In terms of the contract claim, Judge Salinger noted that Tragakis promised in her nondisclosure agreement “not [to] copy or remove any of Vicarious’s proprietary information from its premises except in pursuing the company’s business” and to return and not retain any such information upon her departure.
In terms of the trade secrets claim, Judge Salinger observed that the Trade Secrets Act “provides that Vicarious may obtain an injunction to bar any actual or threatened misappropriation of its trade secrets” and the Act “defines misappropriation to include not only the disclosure or use of another’s trade secret, but also the acquisition of a trade secret by improper means.”
And in terms of the conversion claim, Judge Salinger noted that the claim “can be proved either by showing wrongful acquisition of property or by showing a wrongful refusal to return the property upon demand.” “If Vicarious can prove its allegations that Tragakis copied and still retains its property, even after Vicarious has demanded that it be returned,” Judge Salinger explained “then Vicarious may be entitled to recover reasonable royalty damages even if it cannot prove that it has suffered any direct loss or that Tragakis has profited from using what she allegedly stole.”
You can read the decision here.
Suffolk Superior Court
Docket Number: 2284CV02321-BLS2
Case Name: Vicarious Surgical Inc. v. Beth Tragakis
Date of Decision: April 27, 2023
Judge: Judge Salinger
Sara Lonks Wong is an associate in Nutter’s Litigation Department. She focuses her practice on a broad range of matters, including complex commercial litigation, intellectual property litigation, and product liability ...
Eric P. Magnuson co-chairs Nutter’s Business Litigation practice group. Blending practicality with tenacity and strategic thinking, Eric helps clients solve legal challenges so that his clients can focus on what they do ...