Somebody stole your trade secrets, and you want to make them pay. So you sue them. And you want to sue them for everything.

But California law poses a hurdle. If you’re suing for stolen trade secrets, the California Uniform Trade Secrets Act lets you sue for only two things: trade secret misappropriation and breach of contract. No-go on anything else.

Except. This isn’t an absolute bar. You can still sue for things like wrongful interference with your contracts, but only if you can show that the interference isn’t related to your stolen trade secrets.

And to do that, you’ll want to rely on a new decision out of of San Francisco, Cogenra Solar v. SolarCity Corp.

The Cogenra Solar complaint

Here’s the meat of Cogenra Solar from the complaint. Cogenra Solar designs solar tech. So does SolarCity. The two entered several non-disclosure agreements, and Cogenra shared its trade secrets with SolarCity.

Ultimately, Cogenra was looking for a buyout. It had offers from several companies, including SolarCity. Cogenra accepted SolarCity’s offer and turned down the others. Yet SolarCity ended up not buying Cogenra. What’s more, SolarCity used Cogenra’s trade secrets for its own benefit, violating the NDAs.

The Cogenra Solar ruling

The Cogenra Solar court allowed Cogenra’s claim for intentional interference with economic advantage because it wasn’t founded on stolen trade secrets. Instead, it was based on a wrong distinct from trade secret theft. Solar City promised to conduct due diligence and to complete the acquisition if the due diligence results were good. Which was a lie. And Cogenra relied on that lie in turning down other acquisition offers.

This same conduct supported an unfair and unlawful competition claim under California Business and Professions Code Section 17200. The court apparently reasoned that lying about the due diligence process to disrupt other purchase offers harmed competition. This makes the Section 17200 claim founded on the harm to the market (an antitrust injury), rather than the harm of stolen trade secrets.

Who can sue

Cogenra Solar also touches on who can sue for stolen trade secrets. The corporation who owned the trade secrets can sue. But an investor in that corporation cannot.