Full opinion text
MEMORANDUM OPINION AND ORDER REGARDING. DEFENDANT’S MOTION TO DISMISS OR IN THE ALTERNATIVE FOR PARTIAL SUMMARY JUDGMENT, FOR MORE DEFINITE STATEMENT, AND TO STRIKE; DEFENDANT’S MOTION FOR SUMMARY JUDGMENT OF PATENT INVALIDITY; AND PLAINTIFF’S MOTION FOR SUMMARY JUDGMENT OR IN THE ALTERNATIVE FOR PARTIAL SUMMARY JUDGMENT BENNETT, District Judge. I. INTRODUCTION.981 A. Procedural Background.981 B. Factual Background.983 1. The ’166 patent .984 2. The Reb82 patent .988 a. The ’210 patent .988 b. The reissue patent.991 3. The “Parent Invention".993 J. The Dethmers tow bar.994 6. Other products and allegations of infringement.997 II. LEGAL ANALYSIS.998 A. Which Circuit’s Law?.998 B., Automatic’s Motion To Dismiss..999 1. Punitive damages on state-law claims.1000 a. Rule 12(b)(6) or Rule 56 standards?.1000 b. Conflict-of~laws rules .1001 c. Application of the rules.1002 i Contract and quasi-contract claims.1002 'ii. Tort claims....1004 2. Conversion of intangible ideas.. 1005 a. Applicable standards.1005 b. Conversion of “intangible ideas”.1006 3. The “statutory” misappropriation claim.1007 J. The “misappropriation of intellectual property” claim.1008 a. Standards for a motion to strike.1008 b. Redundancy.1009 c. Recognition of the cause of action.1010 5. Summary.:.1011 C. Standards For Summary Judgment In Patent Cases.1011 D. Automatic’s Motion For Summary Judgment Of Patent Invalidity.1014 1. Adequacy of the “error” in the original patent.1014 a. Standards for reissue patents.1015 b. Application of the standards.1017 2. The same invention.1019 a. The appropriate test.1019 b. Application of the test.1020 3. Defective declaration.1020 a. Requirements of the declaration .1021 b. Sufficiency of the declaration.1022 U. Summary.1026 E. Dethmers’s Motion For Summary Judgment Of Patent Invalidity, Unen-forceability, And Non-Infringement.1026 1. Invalidity of the ’166 patent.1027 a. Anticipation of claims 1 through I of the ’166 patent.1027 b. Obviousness of claim 5 of the ’166 patent.1028 2. Unenforceability owing to inequitable conduct.1030 a. Materiality.1031 b. Intent to deceive.1031 3. Non-infringement .1032 a. Literal and “doctrine of equivalents” infringement. 1032 • i. Rules of claim construction.1033 ii. Literal infringement.1033 Hi. Doctrine of equivalents infringement .1034 b. The groove.1036 i. Claim interpretation and literal infringement .1037 ii. “Equivalents” infringement and estoppel.1038 c. The spring location.1038 i. Claim interpretation and literal infringement .1039 ii “Equivalents” infringement and estoppel.1039 d. The cover.1040 i. Claim interpretation.1041 ii. “Equivalents” infringement and vitiation of claim limitations .1041 L Summary.1043 III. CONCLUSION.1044 The adage “the devil is in the details” perhaps applies with greater felicitousness to patent law than to any of the other arcane and abstruse areas of the law that might keep a federal judge awake at night. However, in addition to uniquely patent issues, this case also involves a number of peculiar questions of state law, including which state’s law is applicable, whether under that state’s law punitive damages are available on contract and tort claims, and what is the scope of state-law protection for unpatented ideas or inventions. The court must face these “devils” and, recognizing the details, render its best conclusions. I. INTRODUCTION A. Procedural Background Plaintiff Dethmers Manufacturing Company, Inc., filed this action on June 26, 1996, seeking primarily a declaratory judgment, pursuant to 28 U.S.C. §§ 2201 and 2202, of non-infringement of a patent owned by defendant Automatic Equipment Manufacturing Company and declaratory, injunctive, and damages relief for Automatic’s alleged infringement of one of Dethmers’s patents. The patents in suit involve tow bars for towing an automobile behind a recreational vehicle and the parties make such tow bars based on their respective patents. Dethmers is an Iowa corporation with its principal place of business in Boyden, Iowa. Automatic is a Nebraska corporation with its principal place of business in Pender, Nebraska. Dethmers was granted leave to file an amended complaint on April 24, 1997, and leave to file a second supplemental amended complaint on November 20,1997. Count I of the second supplemental amended complaint seeks declaratory judgment that the products Dethmers manufactures do not infringe one of Automatic’s patents, specifically United States Patent No. 5,356,166 (the 166 patent or the Automatic patent), that the 166 patent is invalid and unenforceable, and that Automatic is without right or authority to threaten or to maintain suit against Deth-mers for alleged infringement of the 166 patent. Count II seeks damages for, as well as injunctive and declaratory relief from, infringement by Automatic of Dethmers’s own patent, United States Patent No. Re32,482 (the Re482 patent or the Dethmers reissue patent), which is a reissue of United States Patent No. 5,232,240 (the ’240 patent or the Johnson patent), a patent Dethmers alleges it acquired from the successors in interest to the inventor, Andrew B. Johnson of Barton, North Dakota. Count III seeks compensatory and punitive damages and injunctive relief for Automatic’s alleged breach of a contract with Dethmers, as the assignee of Richard A. Parent, not to produce products incorporating the “Parent Invention” without permission or payment of consideration. Count IV seeks compensatory and punitive damages and injunctive relief for “statutory” misappropriation by Automatic of a trade secret, the “Parent Invention.” Count V is a comparable “common-law” claim of misappropriation of a trade secret, also seeking compensatory and punitive damages and injunctive relief. Count VI alleges conversion of the “Parent Invention” and seeks compensatory and punitive damages and injunctive relief. Count VII alleges misappropriation of the “intellectual property” of Dethmers, again identified as the “Parent Invention,” and seeks compensatory and punitive damages and injunctive relief. Finally, Count VIII alleges unjust enrichment by Automatic as the result of its use of design concepts of the “Parent Invention” in its products, and seeks compensatory and punitive damages and in-junctive relief. Automatic answered Dethmers’s original complaint on August 5, 1996, and asserted a counterclaim. Automatic answered the first amended complaint on May 29, 1997, again asserting a counterclaim. In its counterclaim, Automatic asserts that the ’166 patent was duly and legally issued to Automatic and that Dethmers has engaged in continued intentional infringement of that patent. Automatic seeks a declaration that the ’166 patent is valid and enforceable, an injunction permanently restraining Dethmers from infringing the ’166 patent, an accounting and determination of profits from Dethmers’s sales of infringing products, and damages trebled for willful infringement. Dethmers answered Automatic’s counterclaim on June 9, 1997, and filed an amended reply to the counterclaim with its second supplemental amended complaint on November 20,1997. Instead of answering the second supplemental amended complaint, however, Automatic filed the first of the motions now before the court, its December 5, 1997, motion to dismiss or in the alternative for partial summary judgment, for more definite statement, and to strike. In that motion, Automatic seeks dismissal pursuant to Fed. R.Civ.P. 12(b)(6) of, or in the alternative a grant of summary judgment pursuant to Fed.R.Civ.P. 56 on, Dethmers’s prayers for punitive damages on its state-law contract, quasi-contract, and tort claims, because punitive damages are prohibited under Nebraska law, the law Automatic argues is applicable to these claims under Iowa’s conflict-of-laws or choice-of-law rules. Automatic also seeks dismissal of Count VI, Dethmers’s conversion claim, pursuant to Fed.R.Civ.P. 12(b)(6), on the ground that there can be no claim for conversion of intangible “ideas.” Automatic prays for a more definite statement of Deth-mers’s “statutory” misappropriation claim in Count IV, because’ Dethmers has failed to identify or specify any statute upon which the claim is based. As the final part of this motion, Automatic seeks to have Dethmers’s Count VII, the claim for misappropriation of “intellectual property,” stricken as redundant of the “statutory” and “common-law” misappropriation claims in Counts IV and V and the conversion claim in Count VI. Next, on March 11,1998, Automatic filed a motion for summary judgment on the invalidity of the Dethmers reissue patent, the Re482 patent. Automatic asserts that the alleged “error” in the original patent asserted by Dethmers in seeking the reissuance is not of the kind that justifies the granting of a reissue patent. Automatic also asserts that the Re482 patent is not for the same general invention as the original ’240 patent, the Johnson patent. Finally, Automatic contends that the required declaration of the inventor or his representative in support of the application for a reissue patent is fatally defective. Therefore, Automatic seeks summary judgment on Count II of Dethmers’s second supplemental amended complaint, which asserted Automatic was infringing the Re482 patent. The last of the motions now-before the court was filed by Dethmers on June 2, 1998. In that motion, Dethmers seeks summary judgment or in the alternative partial summary judgment. Dethmers asserts that it is entitled to summary judgment that it is not infringing Automatic’s ’166 patent on three grounds. First, Dethmers asserts that the patent is invalid, because claims 1 through 4 of the patent were anticipated by a latching device made by Weasler Engineering, and claim 5 of the patent is obvious in light of prior art including the Weasler device. Second, Dethmers contends that the ’166 patent is unenforceable because of inequitable conduct of Automatic in withholding reference to the Weasler device from the patent examiner. Third, Dethmers contends that, even if the ’166 patent is valid and enforceable, Dethmers’s products do not infringe the limitations of the claims in the ’166 patent. Therefore, Dethmers seeks declaratory judgment that Dethmers does not infringe the ’166 patent and summary judgment denying Automatic’s counterclaim for infringement of the ’166 patent. All resistances and replies have now been filed to these three pending motions and the court heard oral arguments on the motions on September 22, 1998. Plaintiff Dethmers Manufacturing Company, Inc., was represented at the oral arguments by counsel David Tank of Davis, Brown, Koehn, Shors & Roberts, P.C., who argued the motions for Dethmers, and by counsel Brian J. Laurenzo and Michael Gilchrist of Dorsey & Whitney, LLP, in Des Moines, Iowa. Defendant Automatic Equipment Manufacturing Company was represented at the oral arguments by counsel Warren M. Haines II, who argued the patent motions, and counsel Donald R. Schoonover of Lathrop & Gage, L.C., in Kansas City, Missouri, and by counsel Tim En-gler of Harding, Shultz & Downs in Lincoln, Nebraska, who argued the state-law motions. The arguments and briefing were of exceptional quality and very illuminating. B. Factual Background The court will discuss here only the nucleus of facts pertinent to the present motions to dismiss and for summary judgment or partial summary judgment. In its legal analysis, the court will address where necessary the parties’ arguments concerning the correct treatment of factual allegations or their assertions of genuine issues of material fact, which the parties contend are dispositive of the motions now before the court. As mentioned above, both parties make tow bars, based on their respective patents, for towing an automobile behind a recreational vehicle. The court will focus here primarily on a description of the patents or inventions, and products embodying them, at issue in this lawsuit. However, to put those discussions in context, the court begins with some general observations. Until the 1990s, the parties appear to agree, most tow bars for towing another smaller vehicle behind a recreational vehicle (RV) used a conventional ball hitch on the RV and the tow bar itself remained attached to the towed vehicle, or could be detached only with some difficulty. To improve the safety of towing another vehicle and to improve the ease with which tow bars could be used, various makers developed a new generation of tow bars that replaced ball hitches with receiver hitches and, more importantly here, were designed to fold up easily on the RV when not in use, thus leaving the towed vehicle unencumbered for use. These new generation tow bars generally have two adjustable arms that are extended from the hitch to the front end of the towed vehicle, where they are attached by one means or another for towing. The arms, however, can be telescoped or folded, then folded up against the RV, for storage when not in use. 1. The ’166 patent The first tow bar patent at issue in this case is one of Automatic’s patents, specifically, United States Patent No. 5,356,166, referred to in this litigation as the ’166 patent. This patent is for an “Arrestably Lockable Telescoping Tow-Bar Assembly.” It was applied for on July 12, 1993, and issued on October 18, 1994. It shows the inventors as Merton K. Hahne and William A. Bachman, and the assignee as Automatic Equipment Mfg. Co., of Pender Nebraska. Both Hahne and Bachman are engineers employed by Automatic. Figures 3 and 5 of the patent show the tow bar in its folded and towing positions, respectively: See, e.g., Plaintiffs Statement of Uncontested Facts in Support of Its Motion for Summary Judgment or in the Alternative Partial Summary Adjudication, Exhibit 2 (United States Patent No. 5,356,166) (hereinafter Patent No. 166), Figs. 3 & 5. The Abstract of the patent describes the invention as follows: An improved locking mechanism for an arrestably lockable telescoping tow bar assembly comprises a slidable latch member surrounding balls-containing sideward openings of an outer tube that are radially alignable with an outside groove of a tele-scopingly associated inner tube, the slida-ble latch member including a medial cam portion slidably surrounding the outer tube between a surrounding retainer ring augmentation therefor and the balls-containing sideward openings therefor; a cover slidably surrounding a trailward part of the slidable latch member and being trail-wardly immovable along the outer tube; and a helical spring means actuatably ex-fending between the cover member and the slidable latch member. Patent No. 166, p. 1. The “improved locking mechanism” of the tow bar assembly, the focus of this litigation, is shown in Figures 1 and 2, which show the “unlocked” and “locked” positions, respectively, Patent No. T66, Figs. 1 & 2. As can be seen from these figures, the telescoping inner tube (#20) is locked in place when the “balls” (# 36) align with the “outside groove” (# 25) on the inner tube and the balls are pushed down into the groove by the “cam” (#40), which is in turn pushed into the locking position by the “helical spring” (# 60). The claimed invention consists of five claims, only the first of which is “independent,” and all the rest of which are “dependent” upon claim l. In the words of the patent, What is claimed is as follows: 1.Arrestably Lockable Telescoping Tow-Bar Assembly comprising: (A) an inner-tube having an outer-surface concentrically surrounding a directionally longitudinally extending central-axis and having a trail-end directionally transversely intersecting said central-axis, said outer-surface being provided with at least one radially inwardly extending inward-groove circularly, surrounding said central-axis and located in a plane perpendicular to said central-axis; (B) an outer-tube having a leadward-end directionally transversely intersecting said central-axis and having an outward-surface surrounding said central-axis and an inward-surface slidably surrounding said inner-tube outward-surface, said outer-tube being provided with a finite-plurality of equiangularly-spaced sideward-openings there-through that are radially and directionally transversely alignable with said inner-tube’s outer-surface inward-groove, each said sideward-opening being provided with a spherical ball whose diameter slightly exceeds the radial dimension between the outer-tube outward-surface and inward-surface, and said outer-tube between a leadward-end thereof and said transversely aligned balls-provided sideward-openings being externally provided with a retainer ring that surrounds and extends directionally radially outwardly beyond said outer-tube outward-surface; (C) a slidable latch member permanently surrounding said outer-tube balls-provided sideward-openings and including a leadward-part and a trail-ward-part radially outwardly spaced from the outer-tube outward-surface and further including a medially-located cam portion permanently located trailwardly of said retainer ring and slidably surrounding said outer-tube outward-surface; (D) a cover having a leading-part slid-ably surrounding the slidable latch member trailward-part and being directionally trailwardly immovably restrained along the outer-tube; and (E) helical spring means surrounding the outer-tube and actuatably 'extending directionally longitudinal between the cover member and the slidable latch member medially-located cam portion. 2. The assembly of claim 1 wherein a cover trailward-part immovably abuts an upright-shoulder portion of the outer-tube. 3. The assembly of claim 2 wherein the helical spring means actuatably extends between the slidable latch member medial cam portion and a said cover member’s immovably restrained trailward-part. 4. The assembly of claim 1 wherein the retainer ring is located at said radially extending and transversely aligned array of outer-tube sideward-openings; and wherein said sideward-openings are spaced at equal angular increments about said externally grooved portion of the inner-tube. 5. The assembly of claim 3 wherein the outer-tube inward-surface includes a trail-ward-surfaee portion that is spaced radially outwardly away from the inner-tube outer-surface; and wherein the inner-tube at the trail-end thereof is provided with a centrally-perforate-washer flange means extending radially outwardly from the inner-tube outer-surface but which flange means is surrounded by the outer-tube trail-ward-surfaee, whereby there is provided a “safety means” between the telescoping inner-tube and outer-tube. Patent No. ’166, cols. 4-6. The inspiration for and patent history of this invention will be discussed as required in the court’s legal analysis below. 2. The Re482 patent The second patent in suit is one of Deth-mers’s patents, specifically United States Patent No. Re32,482, which is referred to in this litigation as the Re482 patent or the Dethmers reissue patent. Because it is a “reissue” patent, it is first necessary to discuss the original patent upon which the Re482 patent is based, United States Patent No. 5,232,240, referred to herein as the ’240 patent or the Johnson patent. a. The ’240patent Dethmers acquired the Johnson patent from the successors in interest to the inventor, Andrew B. Johnson of Barton, North Dakota. Those successors in interest were Andrew Johnson’s widow and brother. This patent is for a “Towing Hitch.” It was applied for on October 29, 1992, and issued on August 3, 1993, and shows the inventor as Andrew B. Johnson, with no assignee. Figures 1 and 4 of the patent show the tow bar in its towing and folded positions, respectively: See, e.g., Defendant’s Evidence in Support of Statement of Uncontroverted Material Facts, Volume I, Deposition Exhibit No. 2 (United States Patent No. 5,232,240) (hereinafter Patent No. ’240), Figs. 1 & 4. The Abstract of the ’240 patent describes the invention as follows: A towing hitch includes a frame having a forward portion selectively connected to the receiver hitch of a towing vehicle, and a rearward portion having a pair of elongated bars pivotally connected thereto for removable connection to a vehicle to be towed. Each bar has a pivot arm connected to the rearward end thereof, said pivot arms and bars all pivotal within a single plane, so that the pivot arms may be folded into a storage position adjacent and parallel the bars. Selective locking apparatus permits the pivot arms to be extended to a towing position aligned with the bars and locked in the towing position. The bars are pivotally connected to a pivot block which is pivotally mounted to the forward portion of the frame, so as to permit the pivot block, and attached bars and arms to pivot from a generally horizontal position to a generally vertical storage position. The pivot block is mounted on a rotatable yoke, such that the bars and pivot arms are rotatable, as a unit, along an axis parallel to the direction which a vehicle is being towed. Patent No. ’240, p. 1. The claimed invention consists of three claims, only the first of which is “independent,” and the rest of which are “dependent” upon claim 1. In the words of the patent, I claim: 1.A towing hitch, comprising: a frame having a forward position for selective removable connection to a towing vehicle, and a rearward portion for selective removable connection to a vehicle to be towed; said forward portion including a generally horizontal forwardly extending member adapted for selectively lockable receipt within a conventional receiver hitch; said rearward portion including first and second elongated bars having forward and rearward ends, the forward ends of said bars pivotally connected to a pivot bolt for pivotal movement within the same plane about said pivot bolt; a first pivot arm pivotally connected at a forward end to the rearward end of said first bar for pivotal movement coplanar with said first and second bars; a second pivot arm pivotally connected at a forward end to the rearward end of said second bar for pivotal movement coplanar with said first and second bars; connection means connected to rearward ends of said pivot arms for selective removable connection to a vehicle to be towed; means connected to said first pivot arm and first bar for selectively locking said first pivot arm and first bar in axial alignment; means connected to said second pivot arm and second bar for selectively locking said second pivot arm and second bar in axial alignment; said rearward portion further including a pivot block having upper and lower surfaces, forward and rearward ends, and opposing side surfaces, pivotally connected to said forward portion on a generally horizontal pivot axis extending through said side surfaces of the pivot block; said pivot bolt being mounted through the upper and lower surfaces of said pivot block, pivot axis, so as to pivot with said pivot block; said pivot block connected for pivotal movement between a storage position, wherein the pivotal plane of the arms and bars is generally vertical, and a towing position, wherein the pivotal plane of the arms and bars is generally horizontal. 2. The hitch of claim 1, further comprising means on said forward portion for selectively locking said pivot block in storage position. 3. The hitch of claim 1, wherein said pivotal connection of the pivot block to the forward portion further comprises: a pin having forward and rearward ends, rotatably connected to said forward portion for free rotatable movement about the pin’s longitudinal axis; a pah- of spaced-apart, parallel arms projecting rearwardly from the rearward end of said pin; said arms for pivotal movement within a plane parallel to said arms and about an axis perpendicular to the rotational axis of said pin. Patent No. ’240, cols. 5-6. b. The reissue patent The Re482 patent is a reissue of the Johnson patent. It was applied for on March 24, 1995, and issued on March 25, 1997. It shows the inventor as Andrew B. Johnson, deceased, and that the application was filed by Arline Johnson, Legal Representative. The assignee of the Re482 patent is Deth-mers. Dethmers prosecuted the Re482 patent after obtaining the rights to the Johnson patent from the inventor’s successors in interest, his widow and his brother. The declaration on behalf of the inventor states that the basis for the application for a reissue patent was that “the original patent [was] partly invalid because of errors without any deceptive intent on the part of Johnson. The errors were in Johnson’s claiming less than he had a right to claim in the patent.” Defendant’s Evidence in Support of Statement of Uncontroverted Material Facts, Vol. 1, Deposition Exhibit No. 2, Substitute Reissue Application Declaration on Behalf of Inventor by Personal Representative (hereinafter Substitute Reissue Application Declaration), p. 2 (Bates stamp p. 000707). Consequently, the Abstract to the Re482 patent is identical to that of the ’240 patent, with but one exception: At the end of the second sentence, a missing “to” has been inserted between “parallel” and “the bar.” However, the claims of the Re482 patent have been significantly altered. Those alterations of the claims include both deletions and additions. First, in claim 1 of the ’240 patent, the fourth through eighth indented paragraphs have been deleted in them entirety. In the last of the indented paragraphs of claim 1, the words “arms and” have been deleted both times they appear. The language of claims 2 and 3 has not been altered in any way, but those claims are now dependent upon a different independent claim 1: they are dependent on a claim with no pivot arms. New claims 4 through 10 have been added to the reissue patent. Those additions state the following: 4. The hitch of claim 1, further comprising: a first pivot arm having a forward end and a rearward end, said first pivot arm pivotally connected at said forward end to the rearward end of said first bar for pivotal movement coplanar with said first and second bars; and a second pivot arm having a forward end and a rearward end, said second pivot arm pivotally connected at said forward end to the rearward end of said second bar for pivotal movement coplanar with said first and second bars; and connection means connected to said rearward ends of said pivot arms for selective removable connection to said vehicle to be towed. 5. The hitch of claim 4, further comprising: means connected to said first pivot arm and first bar for selectively locking said first pivot arm and first bar in axial alignment; and means connected to said second pivot arm and second bar for selectively locking said second pivot arm and second bar in axial alignment. 6. A towing hitch, comprising: a frame having a forward portion for selective removable connection to a towing vehicle, and a rearward portion for selective removable connection to a towing vehicle, and a rearward portion for selective removable connection to a vehicle to be towed; said forward portion including a generally horizontally forwardly extending member adapted for selectively lockable receipt within a conventional receiver hitch; said rearward including first and second elongated bars having forward and rearward ends, the forward ends of said bars pivotally connected to a pivot bolt for pivotal movement within the same plane about said pivot bolt; said rearward portion further including a pivot member having upper and lower surfaces, forward and rearward ends, and opposing side surfaces, pivotally connected to said forward portion on a generally horizontal pivot axis extending through said side surfaces of the pivot member; said pivot bolt being mounted through the upper and lower surfaces of said pivot member rearwardly of and perpendicular to the pivot member pivot axis, so as to pivot with said pivot member; said pivot member connected for pivotal movement between a storage position, wherein the pivotal plane of the bars is generally vertical, and a towing position, wherein the pivotal plane of the bars is generally horizontal. 7. A towing hitch, comprising: a frame having a forward portion for selective removable connection to a towing vehicle, and a rearward portion for selective removable connection to a vehicle to be towed; said forward portion including a generally horizontal forwardly extending member adapted for selectively lockable receipt within a conventional receiver hitch; said rearward portion including first and second elongated bars having forward and rearward ends, the forward ends of said bars pivotally connected to a pivot bolt for pivotal movement within the same plane about said pivot bolt; said rearward portion further including pivot means for pivotal movement of said rearward portion about a transverse horizontal axis, said transverse horizontal axis located forwardly of and perpendicular to said pivot bolt, said pivot means allowing for pivotal movement of said rearward portion between a storage position, wherein the pivotal plane of the bars is generally vertical, and a towing position, wherein the pivotal plane of the bars is generally horizontal. 8. A towing hitch, comprising: a frame having a forward portion for selective removable connection to a towing vehicle, and a rearward portion for selective removable connection to a vehicle to be towed; said forward portion including a generally horizontal forwardly extending member adapted for selectively lockable receipt within a conventional receiver hitch; said rearward portion including first and second elongated bars having forward and rearward ends, the forward ends of said bars pivotally connected to a pivot bolt for pivotal movement within the same plane about said pivot bolt; a first pivot arm pivotally connected at a forward end to the rearward end of said first bar for pivotal movement coplanar with said first and second bars; a second pivot arm pivotally connected at a forward end to the rearward end of said second bar for pivotal movement coplanar with said first and second bars; connection means connected to rearward ends of said pivot arms for selective removable connection to a vehicle to be towed; means connected to said first pivot arm and first bar selectively locking said first pivot arm and first bar in axial alignment; means connected to said second pivot arm and second bar for selectively locking and second pivot arm and second bar in axial alignment; said rearward portion further including a pivot block having upper and lower surfaces, forward and rearward ends, and opposing side surfaces, pivotally connected to said forward portion on a generally horizontal pivot axis extending through said side surface of the pivot block; said pivot block being mounted through the upper and lower surfaces of said pivot block, rearwardly of and perpendicular to the pivot block pivot axis, so as to pivot with said pivot block; said pivot block connected for pivotal movement between a storage position, wherein the pivotal plane of the aims and bars is generally vertical, and a towing position, wherein the pivotal plane of the arms and bars is generally horizontal. 9. The hitch of claim 8, further comprising means on said forward portion for selectively locking said pivot block in storage position. 10. The hitch of claim 8, wherein said pivotal connection of the pivot block to the forward portion further comprises: a pin having forward and rearward ends, rotatably connected to said forward portion for free rotatable movement about the pin’s longitudinal axis; a pair of spaced-apart, parallel arms projecting rearwardly from the rearward end of said pin; said arms for pivotal movement within a plane parallel to said arms and about an axis perpendicular to the rotational axis of said pin. H: * * * * * Defendant’s Evidence in Support of Statement of Uncontroverted Material Facts, Vol. 1, Deposition Exhibit No. 2, United States Patent No. Re32,482 (hereinafter Patent No. Re482). Thus, the new claims, inter alia, reintroduce the pivot arms as independent claims. 3. The “Parent Invention” The figure who stands at the nexus between Automatic’s and Dethmers’s development of new generation tow bars is Richard Parent. Parent, described by Automatic as “something of a nomad,” first approached employees of Automatic in 1993 with an idea for a tow bar that was designed to be mounted on the back of an RV and utilized a swivel or universal joint. Parent had sketched rough drawings of his “invention” and showed them to Bachman, an employee of Automatic, in February 1993. Parent’s invention was of interest to Bachman because he was then developing the design for the locking device for telescoping tow bar arms that later became part of the ’166 patent. Bachman and Parent were both interested in jointly developing a tow bar incorporating their ideas. After the meeting between Bachman and Parent, Automatic worked to reduce their ideas to practice, eventually building a prototype of a tow bar with a locking device for telescoping arms and a swivel or universal flex joint. Automatic then refined the design and eventually marketed the tow bar, under the name AVENTA, in 1994. Although Parent and Automatic negotiated over an agreement for sales of the AVENTA tow bar for some time, five months after that tow bar was introduced into the market, according to Automatic, Parent and Automatic “decided to go their separate ways.” Parent then approached Dethmers to see if Dethmers was interested in developing a tow bar design incorporating his invention. Although Dethmers was interested, Dethmers first pursued a patent search that led it to the Johnson patent, which in turn led to Dethmers’s acquisition of that patent. Thereafter, in the summer and fall of 1994, Dethmers and Parent negotiated and ultimately finalized a “Patent Assignment-Royalty Agreement.” In that assignment, Parent assigned his inventorship of a “Tow Bar Having A Self Aligning Joint and Telescopic ‘SQUARE’ Legs.” Dethmers began fabri-eating a tow bar based at least in part on the Parent invention in the fall of 1994. 4. The Dethmers tow bar The next invention or product the court must consider is the Dethmers tow bar, because only its infringement or non-infringement of the Automatic patent is at issue in one of the motions now pending before the court. In contrast, the defense Automatic mounts in its summary judgment motion to Dethmers’s claims of infringement go to the invalidity of the patent, not to the absence of a genuine issue of material fact that its product does not infringe the Dethmers patent. Therefore, the court will only discuss the Dethmers tow bar of the products actually marketed by the parties, and that only briefly- The accused device is shown in the following illustrations in assembled and “exploded” form: The locking mechanism of the accused device, the part that is principally at issue here, is shown below in “cut-away” views in figures 4a and 4ba, and in “cross-sectional” views in figures 6a and 6b: As portrayed in these illustrations, the Deth-mers tow bar, like that described in the ’166 patent, employs a swivel hitch and adjustable, telescoping arms. Whether and to what extent the accused device may be infringing, however, will be considered in the court’s legal analysis. 5. Other products and allegations of infringement Like Dethmers, Automatic currently make tow bars, but the court need do no more than mention them here, because their elements are not currently at issue. Automatic’s tow bars include the Blue Ox line of tow bars, which employed a traditional ball/coupler hitch. More pertinent here, however, are Automatic’s “new generation” tow bars, including the AVENTA tow bar developed after Bachman’s contact with Richard Parent, which uses a swivel or universal flex joint and locking telescoping arms, the AVENTA II tow bar, and the PATRIOT, KAR-BAR, and ALADDIN tow bars. In this litigation, each of the parties accuses the other, inter alia, of infringing its patent. In the fall of 1994, Dethmers notified Automatic of the existence of the Johnson patent and accused Automatic of infringement. Dethmers’s complaint in this litigation, filed on June 26, 1996, alleges infringement of the Re482 patent by Automatic’s AVENTA, AVENTA II, PATRIOT, KAR-BAR, and ALADDIN tow bars. In August of 1995, Automatic notified Dethmers of the T66 patent. In its counterclaim, filed on May 29, 1997, Automatic alleges that Dethmers’s EXCALI-BAR tow bar infringes Automatic’s 166 patent. In due course, Automatic filed its motion to dismiss or for partial summary judgment on state-law questions and the parties filed their respective motions for summary judgment on issues of patent validity, enforceability, and/or infringement. II. LEGAL ANALYSIS A. Which Circuit’s Law? Before considering the pending dispositive motions, it is perhaps well to establish which circuit’s law is applicable to what, particularly where not all of the issues in this “patent” case are questions of “patent” law. The Federal Circuit Court of Appeals has repeatedly held that if issues are not unique to its exclusive jurisdiction-such as appeals of patent law issues-it will defer to the law of the regional circuit in which the district court sits. See, e.g., Oddzon Prods., Inc. v. Just Toys, Inc., 122 F.3d 1396, 1407 (Fed.Cir.1997) (“Because trade dress issues are not unique to the exclusive jurisdiction of this court, we defer to the law of the regional circuit in which a district court sits.”); Pro-Mold & Tool Co., Inc. v. Great Lakes Plastics, Inc., 75 F.3d 1568, 1574 (Fed.Cir.1996) (“When considering issues which are not unique to our jurisdiction we defer to the law of the regional circuit. When the issues involve substantive questions within our exclusive jurisdiction, however, we do not defer to the regional circuit”; citations omitted); Elmer v. ICC Fabricating, Inc., 67 F.3d 1571, 1578 (Fed.Cir.1995) (trade dress issues called for application of regional circuit’s law, i.e., the law of the Eleventh Circuit Court of Appeals); Imagineering, Inc. v. Van Klassens, Inc., 53 F.3d 1260, 1263 (Fed.Cir.) (same), cert. denied, 516 U.S. 909, 116 S.Ct. 277, 133 L.Ed.2d 197 (1995); Tone Bros., Inc. v. Sysco Corp., 28 F.3d 1192, 1200 (Fed.Cir.1994) (Lanham Act claims called for application of Eighth Circuit law), cert. denied, 514 U.S. 1015, 115 S.Ct. 1356, 131 L.Ed.2d 214 (1995); Mars, Inc. v. Kabushiki-Kaisha Nippon Conlux, 24 F.3d 1368, 1371 (Fed.Cir.1994); KeyStone Retaining Wall Sys., Inc. v. Westrock, Inc., 997 F.2d 1444, 1447-48 (Fed.Cir.1993); Jurgens v. McKasy, 927 F.2d 1552, 1563 n. 6 (Fed.Cir.) (applying Eighth Circuit law to issues of unfair competition over which the Federal Circuit Court of Appeals did not have exclusive jurisdiction), cert. denied, 502 U.S. 902, 112 S.Ct. 281, 116 L.Ed.2d 232 (1991). In Mars, Inc., the Federal Circuit Court of Appeals clarified when deference to the regional circuit’s law is appropriate and when it is not: When an issue before us pertains to a matter not unique to our exclusive appellate jurisdiction, our established practice has been to defer to the discernable law of the regional circuit in which the district court sits. Such deference, however, is inappropriate when an issue involves substantive questions coming exclusively within our jurisdiction, the disposition of which would have a direct bearing on the outcome. In this case, review of the propriety of the district court’s dismissal for lack of jurisdiction necessarily requires consideration of facts and resolution of legal principles that bear an essential relationship to matters committed to our exclusive control. The issue whether the district court had jurisdiction to hear Mars’ claim of Japanese patent infringement is of importance to the development of the patent law and is clearly a matter that falls within the exclusive subject matter responsibility of this court. Thus, we are not bound by the law of the [regional] circuit in deciding this case. Notwithstanding that conclusion, [w]e may, of course, look for guidance in the decisions of the [regional circuit], as well as those of other courts. Mars, Inc., 24 F.3d at 1371 (internal citations and quotation marks omitted). However, a prior decision makes clear that Federal Circuit law is not necessarily applicable to any subject matter jurisdiction challenge in a patent case. See Cedars-Sinai Med. Ctr. v. Watkins, 11 F.3d 1573, 1580 (Fed.Cir.1993) (dismissal pursuant to Fed.R.Civ.P. 12(b)(1) on “ripeness” grounds required application of the regional circuit’s law, because Federal Circuit law governs review of a decision to dismiss a patent infringement suit only when justiciability of the controversy is not in question), cert. denied, 512 U.S. 1235, 114 S.Ct. 2738, 129 L.Ed.2d 859 (1994). Nor is a simple dichotomy between “procedural matters,” governed by the regional circuit’s law, and “substantive matters,” governed by Federal Circuit law, appropriate, because even “procedural” matters may involve questions that fall within the Federal Circuit’s exclusive jurisdiction. See, e.g., Broyhill Furniture Indus., Inc. v. Craftmaster Furniture Corp., 12 F.3d 1080, 1082 (Fed.Cir.1993) (a Rule 60(b) ruling is generally considered under the law of the regional circuit, “because such rulings commonly involve procedural matters that are not unique to patent law,” but the Federal Circuit applied its own law in this case, “because our review of the district court’s Rule 60(b) ruling turns on substantive matters that are unique to patent law”); Payless Shoesource, Inc. v. Reebok Int’l, Ltd., 998 F.2d 985, 987 (Fed.Cir.1993) (“As a general rule, we review procedural matters under the law of the regional circuit in which the district court sits,” and “[a]dditionally, we defer to the law of the regional circuit when addressing substantive legal issues over which we do not have exclusive subject matter jurisdiction,” and applying Tenth Circuit law to issuance of a preliminary injunction in a trademark case); Wang Labs., Inc. v. Applied Computer Sciences, Inc., 958 F.2d 355, 357 (Fed.Cir.1992) (generally, on procedural matters, the Federal Circuit follows the law of the regional circuit, but it will not do so on issues of its own appellate jurisdiction, although it may look for guidance to the law of the regional circuit). Rather, the test, as stated in Mars, Inc., is whether the question presented “necessarily requires consideration of facts and resolution of legal principles that bear an essential relationship to matters committed to [the Federal Circuit’s] exclusive control.” Mars, Inc., 24 F.3d at 1371. In this case, the court concludes that the first of the dispositive motions— Automatic’s December 5,1997, motion to dismiss or in the alternative for partial summary judgment, for more definite statement, and to strike — does not “necessarily require[ ] consideration of facts and resolution of legal principles that bear an essential relationship to matters committed to [the Federal Circuit’s] exclusive control.” Id. Indeed, the substantive questions presented are entirely matters of state law, to wit, whether punitive damages are available on certain state-law claims, whether a state-law conversion claim will lie, and whether certain state-law claims are adequately pleaded or are redundant of other state-law claims. Furthermore, which state’s law applies is also a question of state law, as it must be resolved according to Iowa’s choice-of-law or conflict-of-laws rules. See Harlan Feeders, Inc. v. Grand Labs., Inc., 881 F.Supp. 1400, 1403-04 (N.D.Iowa 1995) (citing, inter alia, Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496, 61 S.Ct. 1020, 85 L.Ed. 1477 (1941)); accord Colonial Ins. Co. of Cal. v. Spirco Envtl., Inc., 137 F.3d 560, 561-62 (8th Cir.1998) (‘“Federal district courts must apply the choice-of-law rules of the state in which they sit when jurisdiction is based on diversity of citizenship,’” quoting Whirlpool Corp. v. Ritter, 929 F.2d 1318, 1320 (8th Cir.1991)); Penney v. Praxair, Inc., 116 F.3d 330, 333 n. 4 (8th Cir.1997) (“Sitting in diversity, a district court is bound to apply the choice of law rules of the state in which it sits_”). Thus, the standards of the Eighth Circuit Court of Appeals apply to the procedural requirements for this first motion to dismiss or for summary judgment and Iowa law applies to the substantive questions. On the other hand, the parties’ motions for summary judgment to declare each other’s patents invalid, unenforceable, infringed or not infringed, plainly fall within the exclusive jurisdiction of the Federal Circuit Court of Appeals and this court will therefore apply Federal Circuit law to those issues. B. Automatic’s Motion To Dismiss Automatic’s December 5, 1997, motion to dismiss or in the alternative for partial summary judgment, for more definite statement, and to strike first seeks dismissal pursuant to Fed.R.CivP. 12(b)(6) of, or in the alternative a grant of summary judgment pursuant to Fed.R.Civ.P. 56 on, Dethmers’s prayers for punitive damages on Dethmers’s state-law contract, quasi-contract, and tort claims, on the ground that punitive damages are prohibited under Nebraska law. Automatic also seeks dismissal of Count YI, Dethmers’s conversion claim, pursuant to Fed.R.Civ.P. 12(b)(6), on the ground that there can be no claim for conversion of intangible “ideas.” Automatic prays for a more definite statement of Dethmers’s “statutory” misappropriation claim in Count IV, because Dethmers has failed to identify or specify any statute upon which the claim is based. As the final part of this motion, Automatic seeks to have Dethmers’s Count VII, the claim for misappropriation of “intellectual property,” stricken as redundant of the “statutory” and “common-law” misappropriation claims in Counts IV and V and the conversion claim in Count VI. 1. Punitive damages on state-law claims The first part of Automatic’s motion&emdash; which seeks dismissal or summary judgment on Dethmers’s prayer for punitive damages on state-law claims, because Nebraska law prohibits punitive damages on such claims&emdash; is brought pursuant to Fed.R.Civ.P. 12(b)(6), or, in the alternative, pursuant to Fed. R.Civ.P. 56. Dethmers contends that, treated as a motion to dismiss, the court must assume its allegations that Nebraska law does not apply are true. Noting that Automatic has attached various matters outside of the pleadings to its motion that are pertinent to punitive damages issues, Dethmers also contends that, if the court converts the motion into one for summary judgment, there are genuine issues of material fact as to whether Nebraska law would apply. Deth-mers asserts that there are other candidates for the applicable law, because discussions between Parent and Automatic concerning the “Parent Invention” took place in California and Nevada, as well as Nebraska. Automatic’s rejoinder is that Nebraska is still the state with “the most significant relationship,” even if other states were the locale of some of its discussions with Parent. a. Rule 12(b)(6) or Rule 56 standards? Where on a Rule 12(b)(6) motion to dismiss for failure to state a claim upon which relief can be granted “matters outside the pleading are presented to and not excluded by the court, the motion shall be treated as one for summary judgment and disposed of as provided in Rule 56.” Fed.R.Civ.P. 12(b)(6); see also Buck v. FDIC, 75 F.3d 1285, 1288 & n. 3 (8th Cir.1996) (because the district court relied on matters outside the complaint in ruling on a Rule 12(b)(6) motion, “the district court had to treat the [defendant’s] motion to dismiss as a motion for summary judgment and apply the relevant standards for summary judgment,” and further noting that “[t]he standards for dismissing a complaint under Rule 12(b)(6) are substantially different”,from those applicable to a Rule 56 summary judgment motion; therefore it was inappropriate for the district court to fail to specify whether it was disposing of an issue according to summary judgment or Rule 12(b)(6) standards). Even where matters outside of the pleadings are presented to the court, however, a motion to dismiss is not converted into a motion for summary judgment “where the district court’s order makes clear that the judge ruled only on the motion to dismiss.” Skyberg v. United Food and Commercial Workers Int’l Union, AFL-CIO, 5 F.3d 297, 302 n. 2 (8th Cir.1993). Where the district court has made the posture of its disposition dear, the appellate court will “treat the case as being in that posture.” Id. The court concludes that it is not necessary to “convert” this portion of Autor matic’s motion to dismiss into a motion for summary judgment, because Automatic has already couched its motion in the alternative one for summary judgment pursuant to Rule 56. Thus, Dethmers had notice from time the motion was filed that the court being asked to adjudicate the matters presented according to summary judgment standards, and Dethmers has responded in by arguing for denial of the motion according to those standards. In these circumstances, it is appropriate for the court to treat the motion, in the first instance, as one for summary judgment, Fed.R.Civ.P. 12(b)(6) (where “matters outside the pleading are presented to and not excluded by the court, the motion shall be treated as one for summary judgment and disposed of as provided in Rule 56”), and the court will proceed accordingly. See Skyberg, 5 F.3d at 302 n.2 (where the district court has made the posture of its disposition clear, the appellate court will “treat the case as being in that posture”). This court has considered in some detail the Eighth Circuit standards applicable to motions for summary judgment pursuant to Fed.R.Civ.P. 56 in a number of recent decisions. See, e.g., Swanson v. Van Otterloo, 993 F.Supp. 1224, 1230-31 (N.D.Iowa 1998); Dirks v. J.C. Robinson Seed Co., 980 F.Supp. 1303, 1305-07 (N.D.Iowa 1997); Laird v. Stilwill, 969 F.Supp. 1167, 1172-74 (N.D.Iowa 1997); Rural Water Sys. #1 v. City of Sioux Ctr., 967 F.Supp. 1483, 1499-1501 (N.D.Iowa 1997); Tralon Corp. v. Cedarapids, Inc., 966 F.Supp. 812, 817-18 (N.D.Iowa 1997); Security State Bank v. Firstar Bank Milwaukee, N.A., 965 F.Supp. 1237, 1239-40 (N.D.Iowa 1997); Lockhart v. Cedar Rapids Community Sch. Dist., 963 F.Supp. 805 (N.D.Iowa 1997). Thus, the court will not consider those standards in detail here. Suffice it to say that Rule 56 itself provides, in pertinent part, as follows: Rule 56. Summary Judgment (b) For Defending Party. A party against whom a claim ... is asserted ... may, at any time, move for summary judgment in the party’s favor as to all or any part thereof. (c) Motions and Proceedings Thereon.... The judgment sought shall be rendered forthwith if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a motter of law. Fed.R.Civ.P. 56(b), (c) (emphasis added). Applying these standards, the trial judge’s function at the summary judgment stage of the proceedings is not to weigh the evidence determine whether there are genuine issues for trial. Quick v. Donaldson Co., 90 F.3d 1372, 1376-77 (8th Cir.1996); Johnson v. Enron Corp., 906 F.2d 1234, 1237 (8th Cir.1990). An issue of material fact is genuine if it has a real basis in the record. Hartnagel v. Norman, 953 F.2d 394 (8th Cir.1992) (citing Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586-87, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986)). As to whether a factual dispute is “material,” the Supreme Court has explained, “Only disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986); Beyerbach v. Sears, 49 F.3d 1324, 1326 (8th Cir.1995); Hartnagel, 953 F.2d at 394. With these standards in mind, the court turns to consideration of Automatic’s motion, for summary judgment on Dethmers’s prayer for punitive damages on its state-law claims, because punitive damages are not available on such claims under Nebraska law. b. Conflict-of-laws rules The court has confronted the often knotty problem of what law applies to specific common-law claims in a diversity action a number of times in recent years. See Jones Distrib. Co., Inc. v. White Consol. Indus., Inc., 943 F.Supp. 1445, 1458 (N.D.Iowa 1996); Harlan Feeders, Inc. v. Grand Labs., Inc., 881 F.Supp. 1400 (N.D.Iowa 1995); Curtis 1000, Inc. v. Youngblade, 878 F.Supp. 1224, 1251-54 (N.D.Iowa 1995). To resolve the issue of which state’s law applies to Dethmers’s common-law claims, the court looks to the conflict-of-laws or choice-of-law rules of the state of Iowa, because in an action based upon diversity of citizenship jurisdiction, a federal district court must apply the substantive law of the state in which it sits, including its conflict-of-laws or choice-of-law rules. Harlan Feeders, Inc., 881 F.Supp. at 1403-04 (citing, inter alia, Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496, 61 S.Ct. 1020, 85 L.Ed. 1477 (1941)); accord Colonial Ins. Co. of Cal. v. Spirco Envtl., Inc., 137 F.3d 560, 561-62 (8th Cir.1998) (“ ‘Federal district courts must apply the choice-of-law rules of the state in which they sit when jurisdiction is based on diversity of citizenship,’ ” quoting Whirlpool Corp. v. Ritter, 929 F.2d 1318, 1320 (8th Cir.1991)); Penney v. Praxair, Inc., 116 F.3d 330, 333 n. 4 (8th Cir.1997) (“Sitting in diversity, a district court is bound to apply the choice of law rules of the state in which it sits.... ”). However, before any choice of law need be made, there must be a “true conflict” between the laws of the possible jurisdictions on the pertinent issue. Id. at 1404; accord Phillips v. Marist Soc’y of Washington Province, 80 F.3d 274, 276 (8th Cir.1996) (“We agree with the statement of Judge Richard A. Posner that ‘before entangling itself in messy issues of conflict of laws a court ought to satisfy itself that there actually is a difference between the relevant laws of the different states.’ Barron v. Ford Motor Co. of Canada, Ltd., 965 F.2d 195, 197 (7th Cir.), cert. denied, 506 U.S. 1001, 113 S.Ct. 605, 121 L.Ed.2d 541 (1992).” Whei'e there was no “true conflict,” the court did not engage in a choice-of-law analysis, and simply applied the law of the forum.). In Harlan Feeders, this court concluded that there is indeed a “true conflict” between Nebraska’s prohibition of punitive damages, pursuant to its constitution, and Iowa’s establishment by statute and common law of the availability and substantive requirements for punitive damages. Harlan Feeders, 881 F.Supp. at 1404-05. Furthermore, in Harlan Feeders, this court concluded that the availability of punitive damages was a question of “substantive” law, to which the law applicable according to choice-of-law or eonfliet-of-laws rules applies, not “procedural” law, which is governed by the law of the forum state. Id. at 1405-09. The parties have not disputed either of those conclusions here. The first step in determining the actual choice-of-law is to determine the proper characterization of what kind of claim is involved, and the law of the forum controls this question as well. Id. at 1404. As this court observed in Harlan Feeders, Iowa applies the “most significant relationship test” to conflict-of-laws or choice-of-law questions involving either contract or tort claims. See Christie v. Rolscreen Co., 448 N.W.2d 447, 450 (Iowa 1989) (recognizing that the “most significant relationship” test applies to tort causes of action, citing Zeman v. Canton State Bank, 211 N.W.2d 346, 349 (Iowa 1973)); Cameron v. Hardisty, 407 N.W.2d 595, 597 (Iowa 1987) (tort); Cole v. State Auto. & Cas. Underwriters, 296 N.W.2d 779, 781 (Iowa 1980) (contract); Zeman, 211 N.W.2d at 349 (tort issue); Lindstrom v. Aetna Life Ins. Co., 203 N.W.2d 623 (Iowa 1973) (contract issue); Berghammer v. Smith, 185 N.W.2d 226 (Iowa 1971) (tort issue); In re Marriage of Whelchel, 476 N.W.2d 104, 109 (Iowa Ct.App.1991) (in marital property case, the court noted that “[i]n other areas of the law, Iowa has adopted, as choice-of-law doctrine, the ‘most significant relationship’ rule espoused by the Restatement (Second) of Conflict of Laws,” citing Lindstrom and Berghammer); see also Drinkall, 32 F.3d at 331 (citing Cameron, 407 N.W.2d at 597 (tort), and Cole, 296 N.W.2d at 781 (contract)); Gould, Inc., 918 F.2d at 1363 n. 3 (citing Cole (contract), and Zeman (tort)). However, the factors the court is to consider are not identical in the context of torts and contracts.... Harlan Feeders, 881 F.Supp. at 1405. At issue in this part of Automatic’s-first motion are contract or quasi-contract claims—specifically, breach of contract and unjust enrichment claims—and tort claims—misappropriation and conversion claims. Thus, the court turns to the application of appropriate factors for contract and tort claims under Iowa’s “most significant relationship” test. c. Application of the rules i. Contract and quasi-contract claims. Under the Iowa choice-of-law or conflict-of-laws test for contract actions, the parties may, with certain restrictions, select for themselves the law that will apply to their contract. Harlan Feeders, 881 F.Supp. at 1411 (citing Cole, 296 N.W.2d at 781, in turn citing Restatement (Second) of Conflict of Laws § 187). Where the parties do not make that choice, the “most significant relationship” test of the Restatement (Second) of Conflict of Laws § 188 applies, and the court applies the law of the jurisdiction with the “most significant relationship” to the transaction or dispute. Id. (also citing Cole, 296 N.W.2d at 781, which adds that “[w]e think it clear that choice-of-law questions are now to be determined under the Restatement (Second) test.”). The “most significant relationship” test of § 188 of the RESTATEMENT was explained in Wilmotte, 258 N.W.2d at 326, as follows: Section 188 of the Restatement has reference to the “most significant relationship” rule to determine the law to be applied with respect to the rights and duties of the parties under a contract where the contract did not make an effective choice as to which state law should be applied in construing or enforcing the contract. In determining which state has the most significant relationship to the issue in question various contacts with the different states are determined. These contacts include the place of contracting, the place of negotiation of the contract, the place of performance, the locale of the subject matter of the contract, and the domicile, residence, nationality, place of incorporation, and place of business. Also, in determining any conflicts of law questions with respect to the interpretation or enforcement of contracts, the following factors must be taken into account: “(1) A court, subject to constitutional restrictions, will follow a statutory directive of its own state on choice of law. “(2) When there is no such directive, the factors relevant to the choice of the applicable rule of law include “(a) the needs of the interstate and international systems, “(b) the relevant policies of the forum, “(c) the relevant policies of other interested states and the relative interests of those states in the determination of the particular issue, “(d) the protection of justified expectations, “(e) the basic policies underlying the particular field of law, “(f) certainty, predictability and uniformity of result, and “(g) ease in the determination and application of the law to be applied.” Laws, Choice of Law Principles, § 6, p. 10. Wilmotte, 258 N.W.2d at 326. As to the place of contracting, see