IP Law Daily, TRADE SECRETS: W.D. Wash.: Replenium can pursue misappropriation claims against Alberstons over auto-replenishment software, (Feb 13, 2025)

By George Basharis, J.D.

A federal court in Seattle has allowed claims to proceed that grocery giant Albertsons secretly developed a copycat auto-replenishment platform while still receiving trade secrets from its software vendor.

The U.S. District Court for the Western District of Washington has allowed key claims to proceed in a lawsuit alleging that Albertsons misappropriated trade secrets from a software company to develop its own auto-replenishment platform, while dismissing claims for breach of implied covenant of good faith and unjust enrichment. The court found that Replenium, a Seattle-based software-as-a-service company, sufficiently alleged both the existence of protectable trade secrets and their misappropriation by Albertsons (Replenium Inc. v. Albertsons Companies, Inc., No. 2:24-cv-01281-TL (W.D. Wash. Feb. 11, 2025)).

The dispute centers on Replenium’s auto-replenishment platform, which allows grocery retailers to automatically schedule and manage customers’ recurring product orders. Albertsons entered into agreements with Replenium in 2020 to access and integrate the platform, but then allegedly used Replenium’s confidential information to develop a competing system while still receiving trade secrets under the agreements.

The court determined that Replenium adequately identified its trade secrets at the pleading stage, including technology and business logic that “enable customers to automate large portions of their everyday purchases.” The court rejected Albertsons’ argument that more specificity was required, noting that “at the motion to dismiss stage, ‘a plaintiff should not be compelled to divulge with specificity all of its possible trade secrets...in order to proceed to discovery.’” The court also found sufficient Replenium’s allegations of misappropriation, which claimed that Albertsons developed a near-identical platform while still receiving Replenium’s trade secrets and launched it just 15 days after terminating its contract with Replenium.

Trade secret identification and misappropriation analysis. In a detailed analysis of Replenium’s trade secret claims, the court rejected Albertsons’ argument that the alleged trade secrets were insufficiently identified. Replenium’s complaint described specific categories of protected information, including API and SDK documentation, product subscription processes, flowcharts for cart and checkout features, customer experience design information, and the technical details of how customer inputs interact with the platform to enable auto-replenishment and cart management.

The court emphasized that at the pleading stage, plaintiffs need only provide enough detail to permit defendants to ascertain the boundaries within which the secret lies. This standard aligned with other trade secret cases in the district, which recognized that requiring excessive detail at the pleading stage could force plaintiffs to publicly disclose the very secrets they seek to protect.

On the misappropriation element, the court found several factors that collectively supported a plausible claim. First, Replenium alleged it had shared its trade secrets with more than 200 Albertsons employees during the parties’ collaboration. Second, Albertsons allegedly sought additional technical information about the Replenium Platform even in the months leading up to launching its competing service. Perhaps most notably, Replenium claimed that Albertsons attempted to add a “Residuals” clause to their agreement that would have permitted use of “information retained in the memories of its representatives”—a request that Replenium rejected.

The timing of events also factored into the court’s analysis. According to the complaint, Albertsons covertly developed its competing platform while still receiving Replenium’s trade secrets, did not inform Replenium of this development, and launched its platform just 15 days after terminating the Master Services Agreement. The court found these temporal allegations, combined with claims about the “strikingly similar” design and functionality of Albertsons’ platform, sufficient to support an inference of misappropriation at the pleading stage. The court declined to consider Albertsons’ proffered evidence that the alleged trade secrets were publicly available or obvious, finding such factual determinations more appropriate for summary judgment after discovery.

Mixed results on contract claims. The court’s ruling on Replenium’s contract claims was more nuanced. The court allowed claims for breach of confidentiality provisions to proceed, along with certain claims regarding Albertsons’ alleged failure to meet contractual launch dates. However, the court dismissed portions of the contract claims relating to nationwide expansion obligations and resource allocation, finding these were not required under the agreements. The court determined that while the Master Services Agreement used the word “target” to describe the commercial launch date, other provisions indicated this created a binding obligation that could only be modified through specific contractual mechanisms.

Dismissal of good faith and unjust enrichment claims. The court granted Albertsons’ motion to dismiss Replenium’s claims for breach of the implied covenant of good faith and fair dealing and unjust enrichment. The court found these claims were precluded because they involved conduct already governed by the parties' express contracts. However, the court allowed Replenium’s promissory estoppel claim to proceed, accepting the argument that Albertsons made additional promises about nationwide expansion that went beyond the contractual terms and induced continued performance by Replenium.

The ruling gives Replenium 30 days to file an amended complaint addressing certain deficiencies in its contract claims, while allowing its core allegations of trade secret theft to move forward to discovery.

The Case is No. 2:24-cv-01281-TL.

Judge: Lin, T.

Attorneys: Jason Charles Spiro (Spiro Harrison & Nelson LLC) for Replenium Inc. Brian W. LaCorte (Ballard Spahr LLP) for Albertsons Cos. Inc.

Companies: Replenium Inc.; Albertsons Cos. Inc.

Cases: TechnologyInternet TradeSecrets WashingtonNews