A Texas court has ruled against Ayr Energy Inc. in a significant business dispute involving claims of trade secret misappropriation and breach of fiduciary duty. The ruling, issued by Judge Marialyn Barnard on May 20, 2026, allows Unimacts Global LLC and its affiliated companies to proceed with their case. This decision is crucial as it may set the stage for how trade secret laws are applied in similar disputes in the future.
The case, filed under docket number 25-BC11A-0083, centers around allegations that Ayr Energy's employees engaged in unethical practices while still employed by Unimacts. The court's decision impacts not only the parties involved but also the broader business community, as it clarifies the boundaries of trade secret protections under Texas law.
Background
Unimacts Global LLC, along with its affiliates Zetwerk Manufacturing US Inc. and Zetwerk Manufacturing Business Private Limited, brought the lawsuit against Ayr Energy Inc. The plaintiffs allege that Ayr's employees, while still working for Unimacts, solicited customers and investors for Ayr, a competing entity. They also claim these employees used Unimacts' resources to benefit Ayr, which raises serious ethical and legal questions about the conduct of employees and their obligations to their employers.
The dispute escalated to the Texas Business Court after Ayr Energy filed a motion to dismiss the case, arguing that the claims were preempted by the Texas Uniform Trade Secrets Act (TUTSA). Ayr contended that the allegations made by Unimacts were essentially the same as those regarding the misappropriation of trade secrets, which would fall under the purview of TUTSA. This motion was filed on December 23, 2025, and the court held a hearing on April 28, 2026.
The Ruling
In her ruling, Judge Barnard denied Ayr Energy's motion to dismiss, stating that Unimacts' claims extend beyond mere misappropriation of trade secrets. The court emphasized that the allegations included specific actions taken by Ayr's employees that were independent of any trade secret claims. Judge Barnard noted, "Taking those allegations as true, as Rule 91a requires, the court cannot conclude the challenged cause of action has no basis in law or fact." This indicates that the court found sufficient grounds for the case to proceed.
The court highlighted that while TUTSA preempts claims based on the same facts as a trade secret misappropriation claim, it does not preempt claims that arise from conduct not related to trade secrets. Judge Barnard pointed out that Unimacts' claims of breach of fiduciary duty and knowing participation in wrongdoing were based on actions that went beyond the scope of trade secret misappropriation. The court stated, "Plaintiffs’ claims are supported by allegations that extend beyond the alleged misappropriation of trade secrets, and therefore, are not wholly preempted by TUTSA."
Impact
This ruling has significant implications for businesses in Texas and beyond. By allowing the case to move forward, the court reinforces the idea that employees have a duty to their employers that extends beyond the mere protection of trade secrets. The decision clarifies that actions taken by employees to benefit a competing business while still employed can lead to legal consequences, even if those actions involve trade secrets.
The ruling also sets a precedent for how courts may interpret TUTSA in future cases. It suggests that claims related to the breach of fiduciary duties can coexist with trade secret claims, provided they are based on different factual grounds. This could encourage more companies to pursue legal action against former employees who engage in unethical competition.
What's Next
The case will now proceed to trial, where Unimacts will have the opportunity to present its evidence against Ayr Energy. Ayr may still seek to appeal the court's decision, but details on any potential appeal were not available in the court filing. The outcome of this case could influence similar disputes in the future, particularly regarding the balance between protecting trade secrets and enforcing fiduciary duties.