IP Law Daily, TRADE SECRETS—S.D.N.Y.: Trade secret claims against Deloitte over vaccine-tracking tech may proceed, (Apr 29, 2026)

By Steven Melendez

A federal judge allowed federal trade secret claims while dismissing claims under the Sherman Act and common law fraud and trade secret misappropriation claims.

A federal judge ruled that Multi-State Partnership for Prevention (Multistate), LLC’s federal Defend Trade Secrets Act (DTSA) claims against Deloitte Consulting, LLP, for allegedly misappropriating trade secrets related to vaccine-tracking technology may proceed. The judge also found Multi-State failed to sufficiently allege common-law claims for fraud and antitrust claims under the Sherman Act (Multi-State Partnership for Prevention, LLC v. Deloitte Consulting, LLP, No. 1:24-cv-09013-PKC (S.D.N.Y. Apr. 28, 2026)).

Background. Multi-State makes and sells software to help administer and track vaccination programs. In April and May 2020, the company gave virtual presentations to Centers for Disease Control (CDC) officials about a new software product called PrepMod that it hoped the CDC would contract to track upcoming COVID-19 vaccinations in real time.

Deloitte, described to Multi-State as a consultant to the CDC, also had employees present. The CDC initially seemed enthusiastic about the product and requested further technical information, according to Multi-State. But in May 2020, the CDC entered into a sole-source contract with Deloitte to use its software product, VAMS, rather than Multi-State’s product. Multi-State alleges that a fact sheet disclosed by Deloitte demonstrated that VAMS used features of PrepMod covered by trade secrets that it learned through Multi-State presentations, even after agreeing to maintain confidentiality of trade secrets disclosed there. Presentation materials were also allegedly labeled as “CONFIDENTIAL & PROPRIETARY - DO NOT SHARE.”

The CDC ultimately made VAMS available to states at no charge, while Multi-State sold PrepMod to states for a fee. “In August 2020, officials from the State of Florida publicly stated that they had considered contracting with Multi-State to use PrepMod at a price of approximately $1.2 million, but chose instead to use the Deloitte product, which was available at no cost through the CDC,” according to the ruling in the case. “The State of Maryland, which previously used PrepMod, also switched to Deloitte’s VAMS product.”

Multi-State alleges that Deloitte has been paid at least $80 million for technology it misappropriated from Multi-State and has the potential to receive at least $138 million in payments.

Multi-State brought claims under the Defend Trade Secrets Act, section 2 of the Sherman Act, and statutes of Florida, Maryland, Virginia, and the District of Columbia. Deloitte moved to dismiss under Rule 12(b)(6) of the Federal Rules of Civil Procedure.

Operative pleading. Deloitte argued that the court should, “for certain purposes,” disregard a third-amended complaint (TAC) filed in the case and instead for certain purposes pay attention to the second-amended complaint (SAC), at least as far as allegations about Multi-State’s presentations. Deloitte argued changes in the TAC contradict elements of the SAC.

The court noted that the TAC was filed with leave of the court after the filing of pre-motion letters in accordance with the judge’s Individual Practices in Civil Cases, and the court found it was appropriate to do so to address “purported deficiencies found in Deloitte’s pre-motion letter.”

“The TAC contains more detailed and granular allegations than the SAC, and this is consistent with the goal of the Individual Practices in endeavoring to avoid the necessity of a motion to dismiss by a curative amendment,” according to the ruling. “Here, it enabled the plaintiff to present its strongest and best allegations.”

Deloitte “dramatically overstates the differences between the two pleadings,” the judge found, ruling that the court would consider the TAC for purposes of the motion to dismiss.

DTSA claim. Deloitte argued that the DTSA claim failed to identify protectable technology and instead described unprotectable ideas. Multi-State does bear the burden of identifying specific trade secrets, the court noted, and those secrets must actually be secret and have economic value.

Deloitte points to My Mavens, LLC v. Grubhub, Inc., 2023 WL 5237519, at *6 (S.D.N.Y. Aug. 14, 2023), where a party claimed trade secret protections for functionality in plans for a restaurant-ordering website, including a discount program, menu filtering by “dietary preference,” and “happy hour deals.” A judge denied protection, finding anyone who used the proposed website would see the alleged secrets.

Here, though, Multi-State points to elements of PrepMod’s “architecture and accessibility” that are not discernible to outsiders but are allegedly incorporated into VAMS. Additionally, it alleges certain PrepMod features used trade secrets not accessible to the public, giving it a “significant jumpstart” in building VAMS, and that PrepMod had “novel useful data-management and information features” and that Multi-State disclosed to Deloitte “architecturally how” those were put together. Additionally, the company alleges it “discussed and showed” a back-end developer interface which PrepMod users and licensees “would not be able to discern.” The court found Multi-State plausibly alleged the existence of trade secrets, with the question of whether they ultimately prove to be trade secrets to be decided after discovery.

Deloitte also alleged that Multi-State did not sufficiently allege its use of the purported trade secrets. But the court found that the TAC sufficiently alleged proprietary features of PrepMod and technical aspects of how it performs certain functions were incorporated into VAMS.

Additionally, Deloitte argued Multi-State failed to allege it took reasonable measures to protect its secrets. It referenced the SAC, rather than the TAC, and the court concluded that the TAC “describes reasonable measures” to protect trade secrets including marking slides as confidential and obtaining oral agreements to keep materials confidential. The court also noted that reasonable measures under the circumstances—presentations to “governmental and government-adjacent audiences during the early weeks of the Covid-19 pandemic, in connection with a public-health emergency and a then-hypothetical nationwide vaccination campaign managed by the CDC”—may differ from other situations.

State law claims. The court allowed claims under the Uniform Trade Secrets Acts of Maryland, Florida, Virginia, and D.C. to proceed for the same reasons as the DTSA claims, noting such laws are typically analyzed together.

A claim for common law misappropriation of trade secrets was dismissed as preempted by the state laws, after Multi-State acknowledged it was “likely preempted.”

Deloitte argued that other common-law claims for misappropriation of confidential information, tortious interference, unfair competition, fraud, civil conspiracy, and unjust enrichment were also preempted. But the court found the misappropriation of confidential information claim distinguished that information from alleged trade secrets and found it could be pleaded in the alternative without preemption. Other common-law claims were dismissed to the extent they were premised on common-law misappropriation of trade secrets and allowed to stand to the extent they depend on misappropriation of confidential information. A breach of contract claim was also allowed to stand, after finding that Multi-State sufficiently alleged the existence of an oral contract.

A fraud claim, however, was dismissed for lacking particularity. The TAC failed to give sufficient notice of what fraudulent conduct was alleged by Deloitte or identify a “fraudulent statement or omission by Deloitte,” according to the ruling.

Antitrust claim. The court found the TAC failed to plausibly allege that Multi-State had antitrust standing or to allege a relevant product market or facts showing Deloitte’s monopoly power, dismissing the Sherman Act claim.

Multi-State failed to allege “harm to consumers or competition” as required for antitrust standing, according to the ruling. The complaint describes the alleged misappropriation, “accompanied by stray antitrust terminology,” rather than describing a competitive landscape for such software, according to the ruling. And the company describes a potential benefit to state government consumers, in the form of software paid for by the CDC, rather than consumer harm, according to the ruling.

Additionally, the TAC failed to “allege the existence of a relevant product market.” The TAC describes a “federally-adopted mass vaccination application” without describing why it is a relevant product market and describes separate arms of Deloitte’s business in supporting allegations without showing a “plausible connection,” the court found.

And, the court found, the TAC failed to plausibly allege monopoly power, which requires first defining a relevant market. “While the TAC alleges that the CDC’s contract with Deloitte excluded Multi-State and unidentified third-party software companies from a federally adopted mass-vaccination software market (TAC ¶ 351), this seems to be a byproduct of the CDC’s use of a sole-source contract,” according to the ruling. “To the extent that the TAC asserts that Deloitte obtained that contract by misappropriating plaintiff’s trade secrets, that describes a separate tort, not the use of monopoly power to exclude competition.”

The Case is No. 1:24-cv-09013-PKC.

Judge: Castel, P.

Attorneys: Jordan Fletcher (Fletcher Law, PLLC) for Multi-State Partnership for Prevention, LLC. Joshua Isaac Schlenger (Sheppard Mullin Richter & Hampton LLP) for Deloitte Consulting, LLP.

Companies: Multi-State Partnership for Prevention, LLC; Deloitte Consulting, LLP

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