Cytodyn of New Mexico, Inc. v. Amerimmune Pharmaceuticals, Inc.

SUMMARY

The trial court erred in awarding attorney fees under a provision of the Uniform Trade Secrets Act (Civ. Code, § 3426 et seq.), which authorizes an award of fees if a claim of misappropriation of trade secrets is made in bad faith. Plaintiff’s complaint asserted a claim for unjust enrichment based on the alleged misappropriation of its patents and trademarks, and erroneously requested damages under the Uniform Trade Secrets Act. However, the complaint cannot be read as alleging a claim for misappropriation of trade secrets. The court also erred in concluding that attorney fees were recoverable under the indemnification clause of a licensing agreement. Accordingly, the order awarding attorney fees is reversed.

FACTUAL AND PROCEDURAL BACKGROUND

On February 11, 2003, CytoDyn of New Mexico, Inc. (CytoDyn), filed a lawsuit naming as defendants Amerimmune Pharmaceuticals, Inc., and several of its officers or directors, including Pamela M. Kapustay, Kimberly L. Cerrone, O.B. Parrish, and Michael A. Davis (officers and directors). Amerimmune Pharmaceuticals was dismissed from the case a few months later, after it filed a bankruptcy petition. In December 2003, an…