Ophthalmic Research Associates, Inc v. Sarcode Corporation

"Predictability, the protection of justified expectations, and ease of adjudication" should be considered when determining which state law applies in a trade secret dispute.

Opinion (Zobel): Ophthalmic Research Associations Inc. ("Ora") sued SARcode Corporation ("SARcode") for unfair competition and misappropriation of trade secrets. SARcode is based in California and Ora is based in Massachusetts. Ora based their trade secret claims on Massachusetts trade secret law but SARcode argued that California law should be applied because there are substantive differences between the Massachusetts and California trade secret laws. California has enacted a form of the Uniform Trade Secrets Act ("UTSA"), which provides that claims for unfair competition are displaced when those claims rely on claims of trade secret misappropriation. When deciding which law to apply in a trade secret case, the court considers: (1) the place where the injury occurred; (2) the place where the conduct causing the injury occurred (3) the domicile, residence, nationality, place of incorporation, and place of business of the parties, and (4) the place where the relationship between the parties is centered. The court then stated that usually in a trade secret case the most emphasis is placed on the principal location of the defendant's conduct. Further, the court stated that California law should govern in the interest of maintaining "ppredictability, the protection of justified expectations, and ease of adjudication." Because the principle contact was in California and because the contract stated that California law applies, the court DISMISSED the case with leave to amend and apply the proper California law.