USCA4 Appeal: 24-1675 Doc: 41 Filed: 07/09/2025 Pg: 1 of 14

PUBLISHED

UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT

No. 24-1675

SYSCO MACHINERY CORPORATION, a Taiwan corporation

Plaintiff – Appellant,

v.

DCS USA CORPORATION, d/b/a Dorey Converting Systems, a North Carolina corporation

Defendant – Appellee.

Appeal from the United States District Court for the Eastern District of North Carolina at Raleigh. Terrence W. Boyle, District Judge. (5:23-cv-00134-BO-RJ)

Argued: May 9, 2025 Decided: July 9, 2025

Before WILKINSON, GREGORY, and RICHARDSON, Circuit Judges.

Affirmed by published opinion. Judge Wilkinson wrote the opinion, in which Judge Gregory and Judge Richardson joined.

ARGUED: Ariana Deskins Pellegrino, DICKINSON WRIGHT PLLC, Detroit, Michigan, for Appellant. Luke Andrew Dalton, MCANGUS GOUDELOCK & COURIE, PLLC, Raleigh, North Carolina, for Appellee. ON BRIEF: Christopher E. Hanba, DICKINSON WRIGHT PLLC, Austin, Texas; J. Christopher Jackson, John Kivus, Kenzie M. Rakes, MORNINGSTAR LAW GROUP, Raleigh, North Carolina, for Appellant. Jeffrey B. Kuykendal, MCANGUS GOUDELOCK & COURIE, PLLC, Raleigh, North Carolina, for Appellee. USCA4 Appeal: 24-1675 Doc: 41 Filed: 07/09/2025 Pg: 2 of 14

WILKINSON, Circuit Judge:

In this case, Sysco Machinery Corporation (Sysco) accused DCS USA Corporation

(DCS) of business torts arising out of the parties’ manufacturer-distributor relationship.

Sysco’s accusations were conclusory, however, and this is the third civil action in which it

tried to make them otherwise. Because Sysco’s claims fell short of our pleading standards,

the district court dismissed them. And because Sysco engaged in pleading practices that

approached bad faith, the district court refused to alter or amend the judgment and denied

Sysco post-judgment leave to amend its complaint. We agree with the district court on all

points and now affirm the judgment.

I.

A.

Sysco is a Taiwanese company that manufactures rotary die cutting machines. DCS

is a North Carolina company that distributes them. From 2017 to 2021, the companies

worked together to sell machines to American customers. DCS was responsible for

securing the customers and identifying each one’s unique technical requirements, and

Sysco was responsible for producing customized machines that met those requirements.

The two companies shared the profits that resulted.

Sysco’s fortunes began to sour in April 2021, when a group of Taiwanese employees

left the company and launched a competitor named Cymtek Solutions, Inc. (Cymtek).

According to Sysco, the employees engaged in “copying, stealing, and misappropriating

confidential files and machine layouts” when they departed. J.A. 8. Cymtek and its parent

2 USCA4 Appeal: 24-1675 Doc: 41 Filed: 07/09/2025 Pg: 3 of 14

company Cymmetrik Enterprise Co., Ltd. (Cymmetrik) then used that information to

produce “counterfeit” machines. J.A. 9.

After the establishment of Cymtek, DCS arranged at least three transactions in

which it sold Cymtek-made machines to customers who had previously purchased, or had

initially expressed interest in, Sysco-made machines. Sysco alleges that these “diverted”

contracts were worth “millions of dollars.” Opening Br. at 20.

B.

Sysco first filed suit in a Taiwanese court in March 2022. There is “significant

dispute” between the parties over the nature of the Taiwanese court’s ruling, which was

published only in Mandarin. Resp. Br. at 6 n.3. But, according to Sysco, the court ruled in

its favor and issued a preliminary injunction against Cymtek. Although DCS was not a

party to the Taiwanese action, Sysco sent DCS letters in October 2021 and April 2022

informing it of the Taiwanese action and advising that it “avoid placing orders” from

Cymtek. J.A. 451.

Seeking further protection, Sysco registered at least 23 technical drawings related

to its rotary die cutting machines with the U.S. Copyright Office in July 2022. J.A. 16–33.

Like all unredacted material registered with the Copyright Office, the drawings became

available to the public by default. See

(b) (making copyright registration

records open to public inspection).

Sysco then commenced a journey through the courts of the United States that has

involved three different stops. In August 2022, Sysco sued DCS, Cymtek, Cymmetrik, and

Sysco’s former employees in the Eastern District of North Carolina. It brought claims for

3 USCA4 Appeal: 24-1675 Doc: 41 Filed: 07/09/2025 Pg: 4 of 14

misappropriation of trade secrets, copyright infringement, trademark infringement, unfair

and deceptive trade practices, and tortious interference with prospective economic

advantage. After the court denied Sysco’s request for a temporary restraining order and

took DCS’s request for sanctions under advisement, Sysco asked the court to dismiss the

suit. Stipulation of Dismissal Without Prejudice, Sysco Machinery Corp. v. Cymtek

Solutions, Inc., No. 5:22-00319 (E.D.N.C. Oct. 18, 2022).

Three days later, Sysco sued Cymtek and Cymmetrik in the District of

Massachusetts, where it brought claims for misappropriation of trade secrets, copyright

infringement, unfair and deceptive trade practices, and tortious interference with

prospective economic advantage. For reasons it has not sufficiently explained, Sysco

declined to inform the court in Massachusetts about the suit that had just been dismissed in

North Carolina. The court granted Sysco an ex parte temporary restraining order but then

denied it a preliminary injunction and dismissed the suit, and the First Circuit affirmed.

Sysco Machinery Corp. v. Cymtek Solutions, Inc., No. 22-11806,

, at *1

(D. Mass. Aug. 9, 2023); Sysco Machinery Corp. v. Cymtek Solutions, Inc.,

,

35–36 (1st Cir. 2024).

Sysco finally returned to the Eastern District of North Carolina, where it sued DCS

once again in March 2023. In this suit, which is the one at issue here, Sysco accused DCS

of misappropriation of trade secrets under the federal Defend Trade Secrets Act (DTSA),

, et seq., and North Carolina’s Trade Secrets Protection Act (TSPA),

-152–66-162. It also brought claims for copyright infringement, unfair and

deceptive trade practices, and tortious interference with prospective economic advantage.

4 USCA4 Appeal: 24-1675 Doc: 41 Filed: 07/09/2025 Pg: 5 of 14

Although the group of defendants has evolved in each iteration, this suit concerns precisely

the same conduct as the preceding two: Cymtek’s alleged theft of Sysco’s information and

use of that information to sell machines through DCS.

In November 2023, Judge Boyle in the Eastern District of North Carolina dismissed

all of Sysco’s claims under Rule 12(b)(6) for failure to state a claim. The trade secret

misappropriation claim failed, he held, because it was stated in “broad, sweeping terms”

that, “absent factual enhancement,” lacked the specificity needed to be cognizable. J.A.

807. The copyright infringement claim failed because Sysco’s copyright in technical

drawings could not “preclude others from manufacturing and marketing the article”

depicted in the drawings. J.A. 809. The unfair and deceptive trade practices claim failed

because it relied for one of its elements on the trade secret misappropriation claim, and the

tortious interference claim failed because DCS was not a third party to the contracts in

which it allegedly interfered—contracts between itself and Sysco.

Sysco sought yet another bite at the apple. In December 2023, it asked the district

court to alter or amend the judgment and for leave to amend its complaint, arguing that it

deserved an opportunity to provide the “factual enhancement” its complaint was missing.

J.A. 1318. Judge Boyle denied Sysco’s request, finding that Sysco’s behavior across its

three civil actions “call[ed] into question whether it ha[d] engaged in some form of bad

faith pleading practice” and that allowing Sysco to file an amended complaint would

prejudice DCS. J.A. 1420. “A dispositive motion,” he explained, “is not a ‘dry run’ for the

nonmovant to ‘wait and see’ what the district court will decide before requesting leave to

5 USCA4 Appeal: 24-1675 Doc: 41 Filed: 07/09/2025 Pg: 6 of 14

amend.” J.A. 1421 (quoting Adbul-Mumit v. Alexandria Hyundai, LLC,

(4th Cir. 2018)).

This appeal followed.

II.

First, we review the district court’s dismissal of Sysco’s trade secret

misappropriation claim. We consider the issue de novo. Holloway v. Maryland,

(4th Cir. 2022).

Although we accept the plaintiff’s factual allegations as true at the pleadings stage,

those allegations must be sufficient to support “a claim to relief that is plausible on its

face.” Ashcroft v. Iqbal,

(2009) (quoting Bell Atl. Corp. v. Twombly,

(2007)). A plausible claim to relief “demands more than an unadorned, the

defendant-unlawfully-harmed-me accusation.”

When it is a claim for trade secret

misappropriation under the DTSA or North Carolina’s TSPA, it demands plausible

allegations both that the plaintiff “possessed a valid trade secret” and that the trade secret

was misappropriated. Trandes Corp. v. Guy F. Atkinson Co.,

(4th Cir.

1993).

Here, Sysco plausibly alleged neither component of a trade secret misappropriation

claim. We therefore affirm the district court’s dismissal of the claim.

A.

The DTSA and North Carolina’s TSPA define a trade secret in substantially the

same terms. According to both statutes, a trade secret is information that is subject to

“reasonable measures to keep such information secret” and which “derives independent

6 USCA4 Appeal: 24-1675 Doc: 41 Filed: 07/09/2025 Pg: 7 of 14

economic value” from its secrecy.

(3); accord

-

152(3). We have described these two requirements as the reasonable secrecy requirement

and the independent economic value requirement. Synopsis, Inc. v. Risk Based Security,

Inc.,

(4th Cir. 2023). The reasonable secrecy requirement is linked to the

independent economic value requirement because the information’s value “lies in the

competitive advantage over others that [the plaintiff] enjoys by virtue of its exclusive

access” to it. Ruckelshaus v. Monsanto Co.,

(1984).

The federal and North Carolina statutes are similar in another way: both require the

plaintiff to identify “with sufficient particularity” the trade secret it claims has been

misappropriated. Krawiec v. Manly,

(2018); accord Trandes Corp.,

. At the pleading stage, identifying the trade secret with sufficient particularity

means describing the trade secret at a level of detail that enables “a defendant to delineate

that which he is accused of misappropriating,” Krawiec,

, and that enables

a court to determine whether the plaintiff has plausibly satisfied the reasonable secrecy and

independent economic value requirements, Synopsis, Inc., 70 F.4th at 772–73. Neither the

defendant nor the court should be forced into a fishing expedition to find evidence of a

valid trade secret in the pleadings.

In this case, we were forced into such a fishing expedition and emerged empty-

handed. Sysco’s complaint defined its trade secrets twice, first as “Sysco’s compilation of

machinery, software, and confidential information,” J.A. 8, and then as “Sysco’s

proprietary and confidential information, including the Copyrighted Works, and technical,

financial, operations, strategic planning, product, pricing vendor, and customer

7 USCA4 Appeal: 24-1675 Doc: 41 Filed: 07/09/2025 Pg: 8 of 14

information,” J.A. 48. When pressed at oral argument to define its trade secrets, Sysco

pointed to yet a third part of its complaint that described “the technical documents, test

videos, statistical data, client contracts, and other confidential information used by Sysco

to develop and manufacture” rotary die cutting machines. J.A. 33, 35.

Considered together, these three definitions suggest that nearly Sysco’s entire

business is a trade secret. That is the type of claim so “sweeping and conclusory” that it is

impossible for DCS to know what it has been accused of misappropriating or for the court

to assess whether Sysco has met the reasonable secrecy and independent economic value

requirements. Krawiec,

. The claim is also unlikely to be true in practice,

which means that it falls short of “plausible on its face.” Iqbal,

.

Sysco’s trade secret definition runs into another problem: it includes information

that is incapable of being a trade secret. As a consequence of the reasonable secrecy

requirement, a trade secret is “extinguished” when it is disclosed “to others who are under

no obligation to protect the confidentiality of the information.” Ruckelshaus,

; see also DTM Research, L.L.C. v. AT&T Corp.,

(4th Cir. 2001)

(“[A trade secret’s] continuing secrecy provides the value, and any general disclosure

destroys the value.”). As a general matter, the U.S. Copyright Office is under no such

obligation for documents that are deposited with it. In fact, the Copyright Act requires the

Copyright Office to make deposited documents open to public inspection unless an

exception applies. See generally

(b); Globeranger Corp. v. Software AG

USA, Inc.,

(2016) (5th Cir. 2016) (“[C]opyright protection . . . requires

disclosure of the trade secret.”).

8 USCA4 Appeal: 24-1675 Doc: 41 Filed: 07/09/2025 Pg: 9 of 14

Yet one of the trade secret definitions Sysco used in its complaint includes “the

Copyrighted Works,” a defined term that encompasses at least 23 apparently unredacted

technical drawings deposited with the Copyright Office. J.A. 48. Sysco has not argued that

it took any steps to preserve the confidentiality of those drawings or that there is a reason

the Copyright Office did not make them open to public inspection. In context, we are

convinced that any trade secrets Sysco might have had in those documents were

“extinguished” when they were deposited. Sysco clarified at oral argument that it did not

mean to include copyrighted works in the definition of its trade secrets, but its burden was

to make that clear in the pleadings. The inclusion of copyrighted material is but another

reason why Sysco has not plausibly alleged that it possessed a valid trade secret.

B.

After demonstrating the existence of a valid trade secret, “a plaintiff must show that

the defendant has misappropriated it.” AirFacts, Inc. v. de Amezaga,

(4th

Cir. 2018). Here, too, the DTSA and North Carolina’s TSPA contain definitions that are,

for our purposes, substantially identical. Misappropriation involves “acquisition,”

“disclosure,” or “use” of a trade secret by “improper means” or without consent.

(5); accord

(1).

The reference to “improper means” in both statutes reflects that “the core” of a

misappropriation claim is a “breach of a duty of trust or confidentiality.” Trandes Corp.,

. A party that acquires another party’s information via “lawful means” and

that takes on no legal duties with respect to the information cannot be liable for

misappropriating it, however objectionable its conduct may seem to the party to whom the

9 USCA4 Appeal: 24-1675 Doc: 41 Filed: 07/09/2025 Pg: 10 of 14

information first belonged.

(6)(B). The first Restatement of Torts captured

this aspect of the law of trade secrets:

It is the employment of improper means to procure the trade secret, rather than the mere copying or use, which is the basis of [liability]. . . . Apart from breach of contract, abuse of confidence or impropriety in the means of procurement, trade secrets may be copied as freely as devices or processes which are not secret.

Restatement (First) of Torts § 757 cmt. a (A.L.I. 1939).

In this case, Sysco did not plausibly allege misappropriation because it did not make

clear how DCS acquired, disclosed, or used its trade secrets. Sysco argued that, after the

establishment of Cymtek, DCS began to fulfill customer orders with Cymtek machines

rather than Sysco machines. J.A. 40–42. But it did not explain the manner in which

fulfilling customer orders involved disclosing or using Sysco’s trade secrets. As the district

court noted, “Sysco [did] not even allege that DCS [was] in possession of any of Sysco’s

‘trade secrets.’” J.A. 738. It is difficult to see how DCS could have acquired, disclosed, or

used something it did not possess.

Nor did Sysco make clear why DCS’s actions were “improper.” Any information

DCS possessed about Sysco appears to have been acquired lawfully as part of the parties’

ordinary manufacturer-distributor relationship. Sysco did not allege that, prior to the

activity at issue, it ever informed DCS that such information contained trade secrets. It is

therefore difficult to see what it is about DCS’s conduct that involved a breach of duty.

Sysco pointed out that it sent two letters to DCS informing DCS that Cymtek had

stolen Sysco’s trade secrets and warning DCS not to do business with Cymtek. See, e.g.,

J.A. 671–72. But Cymtek’s alleged misappropriation is a different question than DCS’s,

10 USCA4 Appeal: 24-1675 Doc: 41 Filed: 07/09/2025 Pg: 11 of 14

and Cymtek is not even a party to this case. For the purposes of the trade secret laws, DCS’s

business relationship with Cymtek is only relevant if DCS itself “acqui[red],”

“disclos[ed],” or “use[d]” Sysco’s trade secrets as part of that relationship.

(5). Because Sysco did not plausibly allege as much, its claim boils down to “an

unadorned, the defendant-unlawfully-harmed-me accusation.” Iqbal,

.

C.

The rationale behind the pleading standards applied to this case is clear. We “insist

upon some specificity” when a plaintiff pleads trade secret misappropriation because it is

the type of claim that has the potential to seriously disrupt ordinary business relationships.

Twombly,

.

When businesses enter any multiparty relationship, including the type of

manufacturer-distributor relationship at issue in this case, they structure the terms of their

relationship according to mutual consent. Contracts agreed upon by the parties provide

them with certainty as to the nature of their arrangement and the scope of their potential

liability. Economic torts and quasi-torts like trade secret misappropriation can supersede a

contractual arrangement under the right circumstances, but the law erects barriers at the

pleading stage in order to prevent such liability from being “casually triggered.” Shirvinski

v. U.S. Coast Guard,

(4th Cir. 2012).

On Sysco’s view, we should presume that nearly all information a manufacturer

considers confidential is a trade secret and that nearly all distributors who sell a

manufacturer’s products and then begin selling those of a competitor are liable for

misappropriation. We decline to adopt those presumptions. Doing so would disincentivize

11 USCA4 Appeal: 24-1675 Doc: 41 Filed: 07/09/2025 Pg: 12 of 14

businesses from setting clear, mutually agreeable contractual expectations with their

vendors and suppliers about how their information should be handled. It would, instead,

incentivize them to leave the terms of their arrangement ambiguous and then allege

misappropriation whenever the relationship sours. Many of our economy’s most

commonplace relationships would erupt in tort litigation. As we said in a similar case,

“[t]he implications of that course for the legitimate conduct of business activity would be

severe.” Waldrep Bros. Beauty Supply. Inc. v. Wynn Beauty Supply Co.,

(4th Cir. 1993).

III.

Next, we consider the district court’s dismissal of Sysco’s other claims: copyright

infringement, unfair and deceptive trade practices, and tortious interference with

prospective economic advantage.

Although Sysco nominally appeals the dismissal of all its claims, it has not

developed its argument sufficiently with respect to these three claims to allow us to pass

on them. Sysco’s entire argument concerning unfair and deceptive trade practices and

tortious interference with prospective economic advantage is contained in a single footnote.

See Opening Br. at 26 n.5; Reply Br. at 2 (quoting the footnote). Its briefs include no

argument whatsoever concerning copyright infringement. See Opening Br. at 25–46

(failing to address copyright infringement); Reply Br. at 1–16 (same).

Such cursory treatment of claims “normally” constitutes waiver. Miranda v.

Garland,

(4th Cir. 2022); see also Fed. R. App. P. 28(a) (“The appellant’s

brief must contain . . . appellant’s contentions and the reasons for them, with citations to

12 USCA4 Appeal: 24-1675 Doc: 41 Filed: 07/09/2025 Pg: 13 of 14

the authorities and parts of the record on which the appellant relies.”). We therefore affirm

the district court’s dismissal of Sysco’s claims for copyright infringement, unfair and

deceptive trade practices, and tortious interference with prospective economic advantage.

IV.

Finally, we review the district court’s denial of Sysco’s motion to alter or amend the

judgment and for leave to amend the complaint. We consider the issue under an abuse of

discretion standard. Matrix Cap. Mgmt. Fund, LP v. BearingPoint, Inc.,

(4th Cir. 2009).

Generally, our circuit “liberally allow[s] amendment” so that cases may be resolved

“on the merits, instead of on technicalities.” United States ex rel. Nicholson v. MedCom

Carolinas, Inc.,

(4th Cir. 2022). The district court may deny leave to

amend, however, when granting it would “be futile” or cause “prejudice to the opposing

party” or when the moving party has shown “bad faith.”

The district court may also use

its discretion to deny leave to amend for other reasons consistent with “what justice so

requires.” Fed. R. Civ. P. 15(a)(2); Forman v. Davis,

(1962) (noting that

“undue delay” and “repeated failure to cure deficiencies” would justify denial). We will

decline to disturb a trial judge’s discretionary determination about “what justice so

requires” unless it was arbitrary or irrational or it relied on faulty premises. MedCom

Carolinas, Inc.,

.

Here the district court found that Sysco had engaged in bad faith, or something close

to it, by filing three civil actions concerning the same underlying conduct and featuring

substantially the same defendants and legal claims. The court also found that granting

13 USCA4 Appeal: 24-1675 Doc: 41 Filed: 07/09/2025 Pg: 14 of 14

Sysco leave to amend would prejudice DCS because it had already “been required to appear

and defend in some fashion in two cases . . . [with] strikingly similar claims.” J.A. 1421.

Considered together, these findings plainly supported the appropriate exercise of the trial

court’s discretion.

Given Sysco’s failure to state a claim after three opportunities, we are also

convinced that the trial court’s decision to deny leave to amend reflects a problem with the

case’s “merits” more than a problem of “technicalities”—precisely the sort of basis on

which cases should be resolved. We therefore affirm the district court’s denial of Sysco’s

motion to alter or amend the judgment and for leave to amend the complaint.

V.

For the foregoing reasons, the judgment of the district court is affirmed.

AFFIRMED

14