Texas Business Court Decision – May 20, 2026

No. 25-BC11A-0083   Unimacts Global, LLC, et al v. Ayr Energy, Inc. (Eleventh Division, Judge Barnard) 2026 Tex. Bus. 31 (11th Div.)  25-bc11a-0083-unimachts-global-v-ayr-energy-2026-tex-bus-31.pdf

Rule 91a Motions to Dismiss/Texas Uniform Trade Secrets Act.

Background. 

Plaintiffs Unimacts Global and two Zetwork entities (Unimacts) sued Ayr Energy, Inc. (Ayr), alleging three former Unimacts employees exploited their positions to establish and promote Ayr as a competing business while still employed by Unimacts. The alleged misconduct included misappropriating Unimacts’ trade secrets and breach of fiduciary duty by soliciting Unimacts’ customers and investors on Ayr’s behalf and using its corporate resources – company devices, email accounts, and Microsoft Teams – to promote Ayr’s interest. Ayr filed this Rule 91a motion to dismiss, contending Unimacts’ claims are preempted by the Texas Uniform Trade Secrets Act (TUTSA) and that Unimacts had failed to plead sufficient facts showing Ayr was aware of any breach of fiduciary duty.

Held:

1. Ayr’s argument that Unimacts’ claim for knowing participation in breach of fiduciary duty is premised on the same facts as the alleged misappropriation of Unimacts’ trade secrets and is therefor preempted by TUTSA.  TUTSA does preempt common law theories premised on the same facts as a misappropriation of trade secrets claim, however, under TUTSA, preemption of trade secrets does not affect remedies which are not based upon misappropriation of trade secrets. Here, Unimacts’ allegations extended beyond trade secrets claims to encompass unauthorized use of corporate resources and active competition during employment; this conduct is independently actionable under ScaleFactor, Inc. v. Process Pro Consulting, LLC, 394 F. Supp. 680, 686 (W.D. Tex. 2019). Accordingly, those non-overlapping claims survive TUTSA preemption.
2.  With respect to Ayr’s argument that Unimacts failed to plead sufficient facts to show Ayr was aware of any breach of fiduciary duty, Unimacts expressly pleaded that the employees  were acting on behalf of Ayr when they solicited customers, sought investors, and used Unimacts’ resources to establish Ayr’s competing business. An agent’s knowledge acquired within the scope of the agent’s authority is imputed to the principal.   Taking Unimacts’ allegations as true, and applying settled Texas law, Ayr may be charged with knowledge its agents acquired while conducting Ayr’s business.  Thus, Unimacts adequately pled the knowledge element of the knowing-participation claim.
3. The court cannot conclude that Unimacts’ cause of action has no basis in law or fact, and the Rule 91a motion to dismiss is denied.