Peraton, a national security contractor with more than $6 billion in annual revenue, sued Hussain after he was terminated from his role as Director of Corporate Growth and Strategy. The company alleges that in the final hours of his employment, Hussain forwarded more than forty emails and documents containing confidential win strategies for multi-million-dollar government pursuits to his personal email account.
The court's ruling on the motion to dismiss addresses seven counts, including breach of contract, violation of the Virginia Uniform Trade Secrets Act (VUTSA), and violations of the federal Defend Trade Secrets Act (DTSA). The court found that Peraton's complaint sufficiently alleged that Hussain breached his employment agreement and company policies by transferring proprietary information to a personal email address.
Regarding the trade secrets claims, the court held that Peraton adequately identified the specific subject matter of the alleged misappropriation. The complaint detailed emails with subject lines such as "Fw: USAF TENCAP HOPE – Strategy Session" and "Fw: USSOUTHCOM SCITES Pursuit Deck," which contained confidential information regarding competitive assessments for a $950 million acquisition and a $3 billion pursuit.
The court rejected Hussain's argument that the information lacked independent economic value because it was subject to change. The opinion noted that business and economic information inherently fluctuates, and the mere possibility of change does not extinguish trade secret protection at the motion to dismiss stage.
Peraton also satisfied its burden of showing reasonable measures to keep the information secret. The court pointed to Peraton's use of non-disclosure agreements, multi-factor authentication, employee training on data handling, and access limitations based on job requirements. The court clarified that the law requires measures to be reasonable, not necessarily effective in preventing every breach.
On the contract claim, the court held that Hussain's forwarding of emails violated the Peraton Code of Conduct and Acceptable Use Policy, which were incorporated into his Letter of Understanding. The court noted that whether Hussain actually used the information for personal benefit was irrelevant to the breach of these specific confidentiality obligations.
The court also allowed claims for breach of fiduciary duty, conversion, fraud, and unjust enrichment to proceed. The fraud claim survived because Hussain signed an Employee Debriefing Form stating he had no knowledge of violations just one day before forwarding the emails, allowing the court to infer intent. The conversion claim was permitted under Virginia law, which recognizes that forwarding emails containing confidential information to a personal account can constitute wrongful dominion over intangible property.
The court simultaneously denied Peraton's motion for expedited discovery, ruling it was premature while the motion to dismiss remained pending. The court noted that Peraton had previously failed to secure a preliminary injunction because Hussain declared he had deleted the forwarded emails, and Peraton did not seek expedited discovery at that earlier stage.