IP Law Daily, TRADE SECRETS—D. Ariz.: Mixed early ruling in Bureau Veritas’ trade secret and contract claims against former executives and competitor, (Dec 3, 2025)

By Ravindra Kumar Singh, B.L.

Misappropriation claims against a former executive proceed but are dismissed against the rival company; some contractual restrictions in the former executive’s agreement struck down.

The federal district court in Arizona partially dismissed a trade secrets misappropriation and breach of contract lawsuit brought by Bureau Veritas Technical Assessments LLC (BVTA) against a rival company and former employees. The court dismissed all trade secrets claims against the rival company for lack of factual allegations showing knowledge or improper acquisition, but allowed the same claims to proceed against a former employee and a former executive. Contract-based claims tied to overbroad confidentiality and non-solicitation provisions in the former executive's agreement were dismissed with prejudice. In contrast, non-compete provisions were struck down with leave to amend (Bureau Veritas Tech. Assessments, LLC v. Brosa, No. CV-25-02339-PHX-JJT (D. Ariz. Dec. 1, 2025)).

Background. The plaintiff, BVTA, and affiliated entities provide project management, building assessment, and code compliance services across multi-site commercial locations. The defendant, Apex Imaging, is a recent entrant in the industry and began offering similar services around the time it hired two of Bureau Veritas' former senior employees: Blake Brosa and Todd Tankersley.

Brosa joined BVTA in 2015 and rose to Executive Vice President of Sales by 2021, overseeing client accounts and sales strategy. He left in December 2024 to join Apex as Director of Business Development. Tankersley, a long-time employee of Quality Project Management (QPM)—later acquired by BVNA—served as Senior Product Developer and created customized client-facing software using the company’s proprietary ProTrack platform. He resigned in April 2025 and joined Apex as Director of Systems.

BVTA alleged that Brosa took confidential materials from his work computer before his departure and sent them to his personal email. Plaintiffs also claimed that Tankersley began replicating proprietary software at Apex. In July 2025, BVTA sued all three defendants, asserting claims under the federal Defend Trade Secrets Act (DTSA), Arizona Uniform Trade Secrets Act (AUTSA), and several common law and contractual theories.

Trade secret misappropriation under DTSA and AUTSA. The court analyzed the DTSA and AUTSA claims together, noting their parallel elements. Citing InteliClear, LLC v. ETC Global Holdings, Inc., 978 F.3d 653 (9th Cir. 2020), the court required plaintiffs to identify the trade secret, allege misappropriation, and demonstrate resulting or threatened harm.

The court accepted that BVTA had plausibly alleged a valid trade secret: the client-specific applications built within ProTrack, which were not mere general knowledge but the product of years of costly development and competitive differentiation. Plaintiffs alleged that Tankersley had been instrumental in developing this software and was now using that knowledge at Apex.

Regarding misappropriation, the court distinguished between mere possession and actionable use. It cited Cutera, Inc. v. Lutronic Aesthetics, Inc., 444 F. Supp. 3d 1198 (E.D. Cal. 2020), emphasizing that allegations of current use or replication sufficed. The court found that Tankersley’s alleged use of his ProTrack knowledge to build similar applications for Apex while bound by a confidentiality agreement supported the claim.

However, claims against Apex failed due to the absence of allegations that Apex knew the information was misappropriated or had acquired it improperly. Citing Bombardier Inc. v. Mitsubishi Aircraft Corp., 383 F. Supp. 3d 1169 (W.D. Wash. 2019), the court emphasized that mere benefit or passive employment of former employees does not establish misappropriation. Counts I and II were dismissed against Apex with leave to amend.

Breach of contract. The court upheld the enforceability of Todd Tankersley's confidentiality agreement, finding plaintiffs' allegations that his prior employer had been acquired and that its agreements had been assigned to BVTA sufficient at the pleading stage, even in the absence of an express assignment clause. Relying on Supplies for Indus. v. Christensen, 659 P.2d 660 (Ariz. App. 1983), the court declined to dismiss the claim. In contrast, the court found three provisions in Blake Brosa’s employment agreement unenforceable under Arizona law. The confidentiality clause was facially overbroad as it extended to public information disclosed in breach of obligation and lacked temporal and geographic limitations. It could not be judicially narrowed without rewriting the agreement and was dismissed with prejudice.

Brosa’s non-compete provision was also found to be overbroad in both its scope of activities and its geographic scope. Citing Bed Mart, Inc. v. Kelley, 202 Ariz. 370 (Ct. App. 2002), the court held the clause impermissibly barred him from working in the entire multi-site retail sector and dismissed the count with leave to amend. The non-solicitation clause, covering prospective and former clients, was dismissed with prejudice for exceeding the bounds of enforceable protection under Hilb, Rogal & Hamilton Co. v. McKinney, 190 Ariz. 213 (Ct. App. 1997). However, the court allowed the non-recruitment aspect of the same count to proceed. BVTA alleged that Brosa sent an airline ticket to a sales executive shortly before her resignation, supporting an inference of attempted solicitation in breach of the non-recruitment provision.

Damages allegations. Defendants challenged the sufficiency of damages allegations, but the court held that irreparable injury, competitive harm, and references in the agreements to equitable relief were sufficient to support breach claims at the motion-to-dismiss stage. Citing Phx. Orthopaedic Surgeons v. Peairs, 164 Ariz. 54 (Ct. App. 1989), the court held that injury is presumed once a protectable interest is shown.

Tortious interference and unfair competition. The court dismissed BVTA’s tortious interference claim for failing to allege intentional inducement or a resulting breach, citing Bar J Bar Cattle Co. v. Pace, 158 Ariz. 481 (Ct. App. 1988), but granted leave to amend. It also dismissed the unfair competition claim against the rival company and Brosa, finding it preempted by AUTSA and unsupported by factual allegations. However, the claim was allowed to proceed against Tankersley, with the court relying on Joshua David Mellberg LLC v. Will, 96 F. Supp. 3d 953 (D. Ariz. 2015), which recognized common-law misappropriation as a viable basis for unfair competition.

Conclusion. Thus, the court granted leave to amend Counts I, II, V, VIII, and IX as to Apex and Brosa. Counts III and part of Count IV were dismissed with prejudice. Remaining claims—Counts I and II against Tankersley and Brosa, Count IV (non-recruitment) against Brosa, Count VI (breach of Tankersley’s confidentiality agreement), Count VII (duty of loyalty), and Count IX against Tankersley—proceed to discovery. A preliminary injunction hearing remains pending.

The Case is No. 2:25-cv-02339-JJT.

Judge: Tuchi, J.

Attorneys: James J. Halligan (Duane Morris LLP) for Bureau Veritas Technical Assessments LLC. David Geoffrey Bray (Dickinson Wright PLLC) for Blake Brosa.

Companies: Bureau Veritas Technical Assessments LLC

Cases: TechnologyInternet TradeSecrets ArizonaNews