Full opinion text
ORDER JANIS GRAHAM JACK, District Judge. On this day came on to be considered (1) Country Life Insurance Company’s Motion to Dismiss for Failure to State a Claim, Motion for a More Definite Statement and Motion to Strike (D.E. 39) (2) Defendant Dale Hall’s Motion to Dismiss for Lack of Personal Jurisdiction, Motion to Dismiss for Failure to State a Claim or, Alternatively, for More Definite Statement, and Motion to Strike (D.E. 40), and (3) Defendants Country Life Insurance Company’s and Dale Hall’s Motion to Transfer Venue (D.E. 42). For the reasons stated herein, the Court (1) GRANTS IN PART AND DENIES IN PART Country Life Insurance Company’s Motion to Dismiss for Failure to State a Claim, Motion for a More Definite Statement and Motion to Strike (D.E. 39), (2) GRANTS IN PART AND DENIES IN PART Defendant Dale Hall’s Motion to Dismiss for Lack of Personal Jurisdiction, Motion to Dismiss for Failure to State a Claim or, Alternatively, for More Definite Statement, and Motion to Strike (D.E. 40), and (3) DENIES Defendants Country Life Insurance Company’s and Dale Hall’s Motion to Transfer Venue. (D.E. 42). I. Jurisdiction This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. § 1332, as the parties are completely diverse and the amount in controversy exceeds $75,000. II. Factual and Procedural Background Plaintiffs Pension Advisory Group, Ltd., Paul Hinson, and Larry Walters filed this action on December 18, 2009 in the 156th Judicial District Court of Aransas County, Texas. Defendant Country Life Insurance Co. (“Country Life”) was served on July 23, 2010 and Defendant Dale Hall (“Hall”) was served on December 9, 2010. This action was removed to this Court on August 20, 2010. (D.E. 1.) Plaintiffs have amended their Complaint several times, most recently on January 12, 2011. (D.E. 36.) The facts in this matter, as alleged by Plaintiffs, are quite long and complex, but may be briefly summarized as follows. Plaintiff Paul Hinson, the developer of “countless innovative insurance and investment products,” founded Pension Advisory Group, Ltd. (“PAG”) in 1984 (then known as Tax Awareness Planning, Inc.). One innovative “insurance and investment” product was partially memorialized in U.S. Provisional Patent Application No. 60/570,889 (the “ '899 Application”), filed on May 13, 2004. The '899 Application disclosed and claimed development of a product designed to provide “disability insurance to participants in certain tax-qualified retirement plans.” The '899 Application was assigned to PAG, and eventually matured into U.S. Patent Application No. 10/908,419 (the “'419 Application”), on May 11, 2005. (D.E. 60 at 2-3.) On or about October 15, 2005, Hinson first met with Larry Walters, an insurance actuary and marketing professional, who operates as a member of Diversified Growth Solutions (“DGS”), a third party Plaintiff in this action. Hinson and Walters collaborated on new products for PAG. (D.E. 60 at 3.) In February 2007, Walters approached Defendant Dale Hall, Vice President and Chief Actuary for Country Life, to determine if Country Life would be interested in developing a group long term disability insurance product based in part upon the product design memorialized in the '419 Application. Defendants Hall and Country Life were interested and later that month PAG and Country Life entered into a Mutual Confidentiality Agreement (“CDA”). In reliance on the CDA, PAG and DGS disclosed many trade secrets to Country Life, necessary to convert PAG’s product design into a marketable insurance product. The trade secrets allegedly disclosed included customer lists, customer relationships, customer data, and competitive knowledge of insurance regulations and processing. (D.E. 60 at 3-4.) Hinson and Walters worked regularly with Hall and other Country Life staff members to develop the product, and Country Life was to market PAG’s product under the name Retirement Contributions Protector (“RCP”). PAG and Country Life then entered into several agreements, namely an Exclusivity Agreement (dated July 22, 2008) and two Facilitation Agreements (dated August 11 and September 22, 2008). Thereafter, in November 2008, Wade Harrison, Vice President of Country Life requested that Hinson and Walters discontinue approaching him directly, and instead work through their attorneys. At that point, questions as to ownership of the products at issue arose. According to Plaintiffs, Country Life did not initially claim any ownership interest in the product or information at issue. (D.E. 60 at 4-7.) In May 2009, Hinson advised Country Life that PAG’s patent attorneys filed a continuation-in-part application claiming priority to the '419 Application, that would incorporate computer processing methodology into the claims, as required by the U.S. Patent & Trademark Office (“USP-TO”). This application was formally filed on July 10, 2009, as U.S. Application No. 12/501,326 (the “'326 Application”). However, Country Life representatives, including Hall, informed Hinson and Walters that they believed they owned the information in the '326 Application. ' Plaintiffs state that Country Life demanded that Hinson withdraw the '326 Application on the grounds that it contained Country Life’s confidential and propriety information. Hinson agreed not to publish the '326 Application until issues with Country Life could be resolved. PAG filed a second continuation-in-part application, U.S. Application No. 12/573,020 (“'020 Application”) on October 2, 2009, claiming the benefit of PAG’s previous applications with a non-publication request. This prevented the '326 Application from issuing as a patent and delayed PAG’s collection of royalties. (D.E. 60 at 7-9.) Plaintiffs state that they requested evidence supporting Country Life’s claims of ownership, but no such evidence was ever provided. Country Life, however, continued its demand that Hall be listed as an inventor on the '020 Application. Plaintiffs allege that Country Life’s actions have had a significant financial impact on the businesses of PAG and DGS, as well as on Hinson’s health. (D.E. 60 at 9.) On December 18, 2009, PAG, Hinson, and Walters filed this action in the 156th Judicial District Court of Aransas County, Texas, seeking a declaratory judgment that the '020 Application did not contain information owned by or confidential to Country Life. Thereafter, on February 25, 2010, Country Life filed a protest with the USPTO stating that the description in the '326 Application contained information which was owned by and confidential to Country Life. The USPTO accepted this protest, and prevented issuance of the '326 Application until the protest was resolved. Plaintiffs state that Country Life’s protest contained numerous trade secrets of PAG and DGS including customer data and customer lists. The protests also contained a declaration from Hall asserting that he owned the information contained in the '020 Application. Hinson, however, filed a declaration in the '326 Application that he believed he was the sole inventor of the subject matter at issue. (D.E. 60 at 9-10.) Following service on July 23, 2010, Country Life removed this action to this Court on August 20, 2010. (D.E. 1.) Country Life answered on November 17, 2010, and filed a counterclaim. (D.E. 31, 47.) Country Life seeks, inter alia, a declaratory judgment that it is the rightful owner of the propriety and confidential information that it developed, that Counter-Defendants unlawfully used the property at issue, breached the Mutual Confidentiality Agreement and the Exclusivity Agreement, and that Country Life is entitled to royalties and other profits associated with the Retirement Contributions Protector product. (D.E. 47 at 28.) Country Life also seeks a preliminary and permanent injunction, enjoining Counter-Defendants from using, disclosing, or publishing Country Life’s propriety and confidential information, filing or publishing any service mark or patent applications containing Country Life’s propriety information, and marketing the Retirement Contributions Protector without Country Life’s written consent. (D.E. 47 at 30.) Country Life states claims for breach of contract, misappropriation of trade secrets, violation of the Theft Liability Act, and unfair competition. (D.E. 47 at 30-34.) Third Party Defendant DGS also filed a counterclaim against Country Life and Hall on January 10, 2011. The claims asserted in the Third Party Counterclaim are largely similar to those asserted in the Third Amended Complaint, though it only states a breach of contract claim with respect to the Facilitation Agreement, and does not state claims for libel, business disparagement, or theft. (D.E. 53 at 10-13.) Pending before the Court are Country Life’s Motion to Dismiss for Failure to State a Claim, Motion for a More Definite Statement and Motion to Strike (D.E. 39), Hall’s Motion to Dismiss for Lack of Personal Jurisdiction, Motion to Dismiss for Failure to State a Claim or Alternatively for More Definite Statement, and Motion to Strike (D.E. 40), and Defendants’ Motion to Transfer Venue (D.E. 42). These Motions are fully ripe. (D.E. 57; D.E. 58; D.E. 61; D.E. 62; D.E. 69; D.E. 70; D.E. 71.) The Court held oral arguments on the pending motions on February 10, 2011. III. Discussion The Court first considers Defendant Hall’s Rule 12(b)(2) motion to dismiss for lack of personal jurisdiction, then considers Defendants’ Rule 12(b)(6) motions, motions to strike, and motions to transfer venue. A. Rule 12(b)(2) Motion to Dismiss A federal district court sitting in diversity may exercise personal jurisdiction over a foreign defendant if “(1) the long-arm statute of the forum state creates personal jurisdiction over the defendant; and (2) the exercise of personal jurisdiction is consistent with the due process guarantees of the United States Constitution.” Clemens v. McNamee, 615 F.3d 374, 378 (5th Cir.2010). As Texas’s long arm statute “reaches to the constitutional limits, the question [the court] must resolve is whether exercising personal jurisdiction over the defendant offends due process.” Id. “The Due Process Clause of the Fourteenth Amendment permits a court to exercise personal jurisdiction over a foreign defendant when (1) that defendant has purposefully availed himself of the benefits and protections of the forum state by establishing minimum contacts with the forum state and (2) the exercise of jurisdiction over that defendant does not offend traditional notions of fair play and substantial justice. There are two types of minimum contacts: contacts that give rise to specific personal jurisdiction and those that give rise to general jurisdiction.” Clemens, 615 F.3d at 378 (citations omitted). “Where a defendant ‘has continuous and systematic general business contacts’ with the forum state, the court may exercise general jurisdiction over any action brought against the defendant. Where contacts are less pervasive, the court may still exercise ‘specific’ jurisdiction ‘in a suit arising out of or related to the defendant’s contacts with the forum.’ ” Jackson v. Tan-foglio Giuseppe, S.R.L., 615 F.3d 579, 584 (5th Cir.2010) (citations omitted). “General jurisdiction may be found when the defendant’s contacts with the forum state are substantial, continuous, and systematic. The continuous and systematic contacts test is a difficult one to meet, requiring extensive contacts between a defendant and a forum. To confer general jurisdiction, a defendant must have a business presence in the forum state.” Jackson, 615 F.3d at 584 (citing Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414-19, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984)). With respect to specific jurisdiction, the Fifth Circuit applies a three step analysis: “(1) whether the defendant has minimum contacts with the forum state, i.e., whether it purposely directed its activities toward the forum state or purposefully availed itself of the privileges of conducting activities there; (2) whether the plaintiffs cause of action arises out of or results from the defendant’s forum-related contacts; and (3) whether the exercise of personal jurisdiction is fair and reasonable.” Seiferth v. Helicopteros Atuneros, Inc., 472 F.3d 266, 271 (5th Cir.2006) (citing Burger King Corp. v. Rudzewicz, 471 U.S. 462, 474, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985)). If the plaintiff successfully satisfies the first two prongs, the burden shifts to the defendant to defeat jurisdiction by showing that its exercise would be unfair or unreasonable. Id. Defendant Hall contends that this Court has neither general nor specific personal jurisdiction over him, in light of his limited contacts with Texas in his role as an officer of Country Life. Hall also argues that assertion of personal jurisdiction would offend traditional notions of fair play and substantial justice, and that Plaintiffs complaint does not establish personal jurisdiction because it lacks specific facts supporting the proper exercise of jurisdiction over him individually. (D.E. 40 at 4-11.) In response, Plaintiffs essentially concede that general jurisdiction is lacking, but contend that Hall is subject to specific personal jurisdiction for his actions in Texas. (D.E. 58 at 11.) Plaintiffs then provide eight separate “actions and contacts” by Hall, which, they argue, subject him to personal jurisdiction in Texas. These actions primarily involve phone and e-mail contact between Hall and Hinson (and in some cases Walters) to discuss certain products. Plaintiffs contend that these calls and e-mails “totaled in the thousands.” (D.E. 58 at 15.) Additionally, Hall was the signatory on three agreements at issue in this litigation. Plaintiffs also reference other contacts involving the disclosure of trade secrets, and other interactions between Plaintiffs and Hall, usually occurring when Hall was in Illinois and Plaintiffs were in Texas. (D.E. 58 at 15-16.) Plaintiffs argue that Hall’s contacts with the forum are directly related to the claims against him, and contend that his actions demonstrate that the exercise of personal jurisdiction is proper. (D.E. 58 at 16.) Plaintiffs also contend that the exercise of personal jurisdiction comports with traditional notions of fair play and substantial justice. (D.E. 58 at 18-19.) Here, the Court focuses solely on specific jurisdiction, in light of Plaintiffs’ reliance thereon. As noted above, a three part inquiry is necessary to determine whether the assertion of specific personal jurisdiction over Hall is proper. 1. Minimum Contacts First, the Court must determine whether Hall has “minimum contacts” with Texas, such that he “purposely directed [his] activities toward the forum state or purposefully availed [himself] of the privileges of conducting activities there.” Seiferth, 472 F.3d at 271. The Court concludes that Hall’s alleged contacts with Texas are sufficient for “minimum contacts” purposes. As the Fifth Circuit has recognized, “[e]ven a single, substantial act directed towards the forum can support specific jurisdiction.” Command-Aire Corp. v. Ontario Mechanical Sales and Service, Inc., 963 F.2d 90, 94 (5th Cir.1992). The Court considers first the contracts at issue. In this case, Hall signed the contracts as a corporate representative of Country Life. Because Hall signed the contracts in a representative capacity, he urges application of the fiduciary shield doctrine. (D.E. 40 at 8-9.) The fiduciary shield doctrine “holds that an individual’s transaction of business within the state solely as a corporate officer does not create personal jurisdiction over that individual though the state has in personam jurisdiction over the corporation.” Stuart v. Spademan, 772 F.2d 1185, 1197 (5th Cir.1985). The Fifth Circuit has explained that “Texas’ fiduciary-shield doctrine did not bar jurisdiction [when a corporate agent is] being sued for specific acts, which had reasonably foreseeable consequences within Texas. So while the fiduciary-shield doctrine could prohibit this court from ascribing acts of the [corporation] to [the corporate agent], it does not prohibit [the agent] from being held personally liable for his own tortious conduct simply because he is an officer of a corporation.” General Retail Servs., Inc. v. Wireless Toyz Franchise, LLC, 255 Fed.Appx. 775, 794-95 (5th Cir.2007). Stated differently, the doctrine “does not protect a corporate officer from specific personal jurisdiction as to intentional torts or fraudulent acts for which he may be held individually liable.” Cerbone v. Farb, 225 S.W.3d 764, 769 (Tex.App.-Houston [14 Dist.], 2007) (emphasis added). The doctrine has been held to apply “to the exercise of general jurisdiction, not specific.” Barnhill v. Automated Shrimp Corp., 222 S.W.3d 756, 768 (Tex.App.-Waco 2007); Bray v. Cadle Co., 2010 WL 4053794, at *13 n. 10 (S.D.Tex. Oct. 14, 2010) (citing Barnhill). “Courts within the Fifth Circuit have recognized two exceptions to the fiduciary shield doctrine. First, courts may disregard the corporate form and exercise jurisdiction over an individual officer if the corporation is the ‘alter ego’ of the officer. Second, the court may exercise personal jurisdiction over an officer who allegedly committed an intentional tort directed at the forum state.” Sefton v. Jew, 201 F.Supp.2d 730, 743 (W.D.Tex.2001). Here, the fiduciary shield doctrine is not applicable because Plaintiffs are attempting to exercise specific rather than general jurisdiction over Hall. Barnhill, 222 S.W.3d at 768. Nevertheless, Texas courts have rejected the exercise of personal jurisdiction over the signatory on a contract who was acting in a representative capacity for a corporation. As one court has explained, because a “person [who] signs a contract in her corporate capacity ... is not individually a party to the contract,” a court lacks specific jurisdiction over a signatory with respect to a breach of contract claim. Wolf v. Summers-Wood, L.P., 214 S.W.3d 783, 792 (Tex.App.-Dallas 2007). Similarly, in Mort Keshin & Co., Inc. v. Houston Chronicle Publishing Co., the court explained, “[w]hen an agent negotiates a contract for its principal in Texas, it is the principal who does business in this state, not the agent. Moreover, because the agent has not entered into a contract and has not done any business in Texas, he has not done any act or consummated any transaction in Texas.” 992 S.W.2d 642, 647 (Tex.App.-Houston [14th Dist.] 1999) (citations omitted). Because Hall signed the contracts at issue in only a representative capacity, the Court declines to assert personal jurisdiction over Hall on this basis (though, as discussed below, the Court concludes that it may exercise pendent personal jurisdiction over Hall with respect to the breach of contract claims). The Court now considers Hall’s other alleged activities in this case. The Fifth Circuit has explained, “[w]hen a nonresident defendant commits a tort within the state, or an act outside the state that causes tortious injury within the state, that tortious conduct amounts to sufficient minimum contacts with the state by the defendant to constitutionally permit courts within that state, including federal courts, to exercise personal adjudicative jurisdiction over the tortfeasor.” McFadin v. Gerber, 587 F.3d 753, 761 (5th Cir. 2009) (emphasis added). “Even an act done outside the state that has consequences or effects within the state will suffice as a basis for jurisdiction in a suit arising from those consequences if the effects are seriously harmful and were intended or highly likely to follow from the nonresident defendant’s conduct.” Guidry v. U.S. Tobacco Co., Inc., 188 F.3d 619, 628 (5th Cir.1999). As one court has stated, “[a] nonresident who acts in an official capacity on behalf of a corporation may be subject to specific jurisdiction if he engaged in tortious or fraudulent conduct, directed at Texas, for which he may be held personally liable. This is because a corporate officer is primarily liable for his own torts.” Doane v. Cooke, 2008 WL 4899169, *4 (Tex.App.-Austin Nov. 14, 2008). Here, Plaintiffs allege that Hall was involved in much (if not all) of the tortious activity at issue in this case, including theft of trade secrets and interference with prospective contracts. (D.E. 60 at 8-9.) He was also involved in negotiations leading up to the signing of the contracts at issue, which Plaintiffs allege ultimately led to the disclosure of trade secrets. Plaintiffs’ claims for theft of trade secrets, unfair competition, and tortious interference with prospective contracts all involve alleged conduct by Hall and others at Country Life, which occurred during their interactions with Plaintiffs. (D.E. 60 at 11-14.) Although it is true that much or all of the alleged conduct occurred while Hall was outside of Texas, his alleged conduct gives rise to jurisdiction here because it constitutes “act outside the state that causes tortious injury” within Texas, specifically upon Plaintiffs. McFadin, 587 F.3d at 761. These allegations are sufficient for “minimum contacts” purposes. 2.Cause of Action arises out of forum-related contacts The second consideration is whether “the plaintiffs cause of action arises out of or results from the defendant’s forum-related contacts.” Seiferth, 472 F.3d at 271. Here, Plaintiffs have stated claims for inter alia theft of trade secrets, unfair competition, and tortious interference with prospective contracts. These causes of action arise out of Hall’s forum-related contacts with Plaintiffs, as they are based upon Hall’s alleged interactions with the Plaintiffs. For example, Plaintiffs allege that their interactions with Hall (as well as others at Country Life) led to their disclosure of trade secrets, and Hall’s subsequent alleged theft of those secrets. As such, Defendant Hall’s contacts are directly related to the causes of action against him. 3.Fair and Reasonable The third and final consideration is “whether the exercise of personal jurisdiction is fair and reasonable.” Seiferth, 472 F.3d at 271. As the Supreme Court has explained, “the determination of the reasonableness of the exercise of jurisdiction in each case will depend on an evaluation of several factors. A court must consider the burden on the defendant, the interests of the forum State, and the plaintiffs interest in obtaining relief. It must also weigh in its determination ‘the interstate judicial system’s interest in obtaining the most efficient resolution of controversies; and the shared interest of the several States in furthering fundamental substantive social policies.’ ” Asahi Metal Industry Co. v. Superior Court, 480 U.S. 102, 113, 107 S.Ct. 1026, 94 L.Ed.2d 92 (1987). “To show that an exercise of jurisdiction is unreasonable once minimum contacts are established, the defendant must make a ‘compelling case’ against it. It is rare to say the assertion is unfair after minimum contacts have been shown.” Wien Air Alaska, Inc. v. Brandt, 195 F.3d 208, 215 (5th Cir.1999). Here, Defendant has failed to meet his burden. Hall focuses on the distance between Corpus Christi, Texas and Bloom-ington, Illinois, and claims that the “burden ... of litigating in Texas is high.” (D.E. 40 at 10.) He provides little else to substantiate his claims. Considering the factors in Asahi, and Hall’s failure to demonstrate the unreasonableness of litigating here, the Court concludes that assertion of personal jurisdiction is “fair and reasonable.” 4.Pendent Jurisdiction The Court, having concluded that it has personal jurisdiction over Hall with respect to Plaintiffs cause of action for theft of trade secrets, unfair competition, theft and tortious interference with prospective contracts, now considers whether it has personal jurisdiction over Hall with respect to Plaintiffs’ other causes of action. The Court concludes that, given its personal jurisdiction over Hall for certain causes of action, it may assert jurisdiction over Hall for all causes of action based upon the concept of pendent personal jurisdiction. As one court has explained, pendent personal jurisdiction “exists when a court possesses personal jurisdiction over a defendant for one claim, lacks an independent basis for personal jurisdiction over the defendant for another claim that arises out of the same nucleus of operative fact, and then, because it possesses personal jurisdiction over the first claim, asserts personal jurisdiction over the second claim.” Rolls-Royce Corp. v. Heros, Inc., 576 F.Supp.2d 765, 783 (N.D.Tex.2008) (citing United States v. Botefuhr, 309 F.3d 1263, 1272-73 (10th Cir.2002)); see also Conwill v. Greenberg Traurig, L.L.P., 2009 WL 5178310, at *8 (E.D.La. Dec. 22, 2009) (discussing pendent personal jurisdiction); Pinnacle Label, Inc. v. Spinnaker Coating, LLC, 2009 WL 3805798, at *6 (ND.Tex. Nov. 12, 2009) (same). In other words, “once a district court has personal jurisdiction over a defendant for one claim, it may ‘piggyback’ onto that claim other claims over which it lacks independent personal jurisdiction, provided that all the claims arise from the same facts as the claim over which it has proper personal jurisdiction. A defendant who already is before the court to defend a federal claim is unlikely to be severely inconvenienced by being forced to defend a state claim whose issues are nearly identical or substantially overlap the federal claim. Notions of fairness to the defendant simply are not offended in this circumstance.” Rolls-Royce Corp., 576 F.Supp.2d at 783 (internal citations omitted). Although the Fifth Circuit has not yet expressly ruled on pendent personal jurisdiction, other circuits to consider the issue have uniformly approved pendent personal jurisdiction. See, e.g., Action Embroidery Corp. v. Atlantic Embroidery, Inc., 368 F.3d 1174, 1181 (9th Cir.2004); Robinson Eng’g Co., Ltd. Pension Plan & Trust v. George, 223 F.3d 445, 449-50 (7th Cir. 2000); Inamed Corp. v. Kuzmak, 249 F.3d 1356, 1362 (Fed.Cir.2001); ESAB Group, Inc. v. Centricut, Inc., 126 F.3d 617, 628 (4th Cir.1997); IUE AFL-CIO Pension Fund v. Herrmann, 9 F.3d 1049, 1056-57 (2d Cir.1993); Oetiker v. Jurid Werke, G.m.b.H., 556 F.2d 1, 4 (D.C.Cir.1977). Courts in the Fifth Circuit have also adopted and applied pendent personal jurisdiction. See In re Enron Corp. Sec., 465 F.Supp.2d 687, 705 n. 30 (S.D.Tex. 2006); see also, e.g., Rolls-Royce Corp., 576 F.Supp.2d at 783; Conwill, 2009 WL 5178310, at *8; Oblio Telecom Inc. v. Patel, 711 F.Supp.2d 668, 675-76 (N.D.Tex. 2008). Here, Plaintiffs’ causes of action all involve the same nucleus of operative fact, namely the course of dealing between Plaintiffs and Hall, over a period of several years, beginning with the first interactions between the parties. All causes of action are closely related. The assertion of pendent personal jurisdiction over Hall is therefore proper, for all causes of action. Hall’s motion to dismiss due to lack of personal jurisdiction is therefore denied. B. Rule 12(b)(6) Motion to Dismiss Both Country Life and Hall move for dismissal for failure to state a claim, making several different arguments. (D.E. 39; 40.) The Court considers each argument in turn. 1. Preemption of Claims Premised on Filing with USPTO Defendants argue that any state law claims based upon their filings with the USPTO are preempted by federal law, under 28 U.S.C. § 1338 and the Supreme Court’s decision in Christianson v. Colt Industries Operating Corp., 486 U.S. 800, 108 S.Ct. 2166, 100 L.Ed.2d 811 (1988). Defendants contend that, because Plaintiffs’ claims with respect to allegedly false filings with the USPTO necessarily depends on resolution of a substantial question of federal patent law, the law of preemption mandates dismissal of the Amended Complaint. (D.E. 40 at 13-14.) Plaintiffs disagree, arguing that their claims do not depend upon resolution of a substantial question of federal patent law, and rather are based upon Texas law and interactions between the parties. There is “no issue of patent law” to be decided in resolving Plaintiffs’ claims, they argue. (D.E. 61 at 14-15.) United States Code, Title 28, Section 1338(a) provides in relevant part, “[t]he district courts shall have original jurisdiction of any civil action arising under any Act of Congress relating to patents .... Such jurisdiction shall be exclusive of the courts of the states in patent ... cases.” 28 U.S.C. § 1338(a). The test for preemption under Section 1338 is relatively straightforward. The Supreme Court in Christianson explained, “ § 1338(a) jurisdiction ... extend[s] only to those cases in which a well-pleaded complaint establishes either that federal patent law creates the cause of action or that the plaintiffs right to relief necessarily depends on resolution of a substantial question of federal patent law, in that patent law is a necessary element of one of the well-pleaded claims.” Christianson, 486 U.S. at 808-09, 108 S.Ct. 2166 (emphasis added). Importantly, “a case raising a federal patent-law defense does not, for that reason alone, ‘arise under’ patent law, ‘even if the defense is anticipated in the plaintiffs complaint, and even if both parties admit that the defense is the only question truly at issue in the case.’ ” Id. The Court further explained, “[n]or is it necessarily sufficient that a well-pleaded claim alleges a single theory under which resolution of a patent-law question is essential. If on the face of a well-pleaded complaint there are ... reasons completely unrelated to the provisions and purposes of [the patent laws] why the [plaintiff] may or may not be entitled to the relief it seeks, then the claim does not ‘arise under’ those laws. Thus, a claim supported by alternative theories in the complaint may not form the basis for § 1338(a) jurisdiction unless patent law is essential to each of those theories.” Id. at 810, 108 S.Ct. 2166 (citations omitted); see also Grable & Sons Metal Products, Inc. v. Darue Engineering & Mfg., 545 U.S. 308, 314, 125 S.Ct. 2363, 162 L.Ed.2d 257 (2005) (stating, in case not involving patent law, “the question is, does a state-law claim necessarily raise a stated federal issue, actually disputed and substantial, which a federal forum may entertain without disturbing any congressionally approved balance of federal and state judicial responsibilities.”); Logan v. Burgers Ozark Country Cured Hams Inc., 263 F.3d 447, 451 (5th Cir.2001) (discussing Christianson); Haase v. Abraham, Watkins, Nichols, Sorrels, Agosto and Friend, LLP, 2010 WL 519747, at *3 (E.D.Tex. Feb. 9, 2010) (preemption exists if the plaintiff “must prove a patent issue, such as infringement, validity, or scope, as a necessary element of the state law claim.”) (citing Christianson). In this case, Plaintiffs state claims for (1) breach of contract, (2) theft of trade secrets and confidential information, (3) unfair competition, (4) libel and business disparagement, (5) theft, and (6) tortious interference with prospective relations. Defendants contend that preemption exists here because Plaintiffs’ claims rely in large part upon Defendants’ allegedly false filing before the USPTO, and this allegation would “necessarily require! ] the court to examine the contents of the protest under USPTO procedures.” (D.E. 39 at 5.) In arguing preemption, Defendants rely upon the second circumstance described in Christianson, namely that Plaintiffs’ right to relief “necessarily depends on resolution of a substantial question of federal patent law, in that patent law is a necessary element of one of the well-pleaded claims.” Christianson, 486 U.S. at 808-09, 108 S.Ct. 2166. Here, Plaintiffs contend that USP-TO protest stated “that the description in the '326 application contained information which was owned by and confidential to Country,” and “contained numerous trade secrets.” (D.E. 60 at 10.) The Court finds this connection insufficient to give rise to preemption under Section 1338(a). Though Defendants’ allegedly false filings before the USPTO will certainly be a part of Plaintiffs’ case, it cannot be said at this point that resolution of the claims necessarily depends upon “resolution of a substantial question of federal patent law, in that patent law is a necessary element of one of the well-pleaded claims.” Chris-tianson, 486 U.S. at 809, 108 S.Ct. 2166. Other courts have rejected this argument in similar circumstances. As one court explained, “Defendants’ allegedly fraudulent conduct before the USPTO will no doubt be a large part of the proceedings in this action. But the significance of defendants’ conduct before the USPTO is not that it forms the exclusive theory upon which plaintiffs claims are based, but rather, that it provides probative evidence supporting plaintiffs claims that defendant has unlawfully disclosed and used plaintiffs trade secrets, has breached the parties’ contract, and has made false representations to the plaintiff.” Altavion, Inc. v. Konica-Minolta Sys. Lab., Inc., 2008 WL 2020593, at *6 (N.D.Cal. May 8, 2008); see also Neev v. Choi, 2008 WL 4531817, at *4-5 (N.D.Cal. Oct. 7, 2008) (“[T]he mere fact that a state cause of action requires the court to examine a patent or discuss patent-related laws is not sufficient to confer federal patent jurisdiction.”). The same is true here. Defendants’ communications with the USPTO are certainly relevant and important, but they do not transform Plaintiffs’ claims into ones “arising under” patent law. The Court concludes that Plaintiffs’ claims are not preempted by federal patent law under 28 U.S.C. § 1338, and thus should not be dismissed on this basis. 2. USPTO Filings Subject to Absolute Immunity Defendants next argue that the filings before the USPTO are subject to absolute immunity under the Noerr-Pennington doctrine, and subject to quasi-judicial proceeding immunity. (D.E. 39 at 6-10; D.E. 40 at 16-19.) Plaintiffs dispute the applicability of these doctrines. (D.E. 61 at 15-16.) a. Noerr-Pennington Doctrine The well established Noerr-Pennington doctrine “allows individuals or businesses to petition the government, free of the threat of antitrust liability, for action that may have anticompetitive consequences. Noerr-Pennington protection is grounded on the theory that the right to petition guaranteed by the First Amendment extends to petitions for selfish, even anticompetitive ends.” Brown & Root, Inc. v. Louisiana State AFL-CIO, 10 F.3d 316, 325 (5th Cir.1994) (citing Eastern R.R. Presidents Conference v. Noerr Motor Freight, Inc., 365 U.S. 127, 81 S.Ct. 523, 5 L.Ed.2d 464 (1961); United Mine Workers of America v. Pennington, 381 U.S. 657, 85 S.Ct. 1585, 14 L.Ed.2d 626 (1965)); see also Bryant v. Military Department of Miss., 597 F.3d 678, 690 (5th Cir.2010) (“The Noerr-Pennington doctrine holds that the right to petition the government for redress is generally immune from antitrust liability unless the petitioning activity is a ‘sham.’ ”). “Although the Noerr-Pennington doctrine initially arose in the antitrust field, other circuits have expanded it to protect first amendment petitioning of the government from claims brought under federal and state laws, including section 1983 and common-law tortious interference with contractual relations.... There is simply no reason that a common-law tort doctrine can any more permissibly abridge or chill the constitutional right of petition than can a statutory claim such as antitrust.” Video Int’l Production, Inc. v. Warner-Amex Cable Comms., Inc., 858 F.2d 1075, 1084 (5th Cir.1988). Despite its broad application, the Fifth Circuit has recognized that Noerr-Pennington is inapplicable to conduct “not designed to influence policy, which is all the Noerr-Pennington rule seeks to protect.” Woods Exploration & Producing Co. v. Aluminum Co. of Am., 438 F.2d 1286, 1298 (5th Cir.1971). Defendants’ alleged actions do not appear geared towards “influenc[ing] policy” in the way meant to be protected by Noerr-Pennington, or more generally constitute a petitioning of the government entitled to immunity. More importantly, Defendants are accused of making false statements to the USPTO in the protest. The law is clear that Noerr-Pennington “does not protect deliberately false or misleading statements.” U.S. v. Philip Morris USA, Inc., 566 F.3d 1095, 1123 (D.C.Cir.2009); see also Bill Johnson’s Restaurants, Inc. v. N.L.R.B., 461 U.S. 731, 743, 103 S.Ct. 2161, 76 L.Ed.2d 277 (1983) (“false statements are not immunized by the First Amendment right to freedom of speech.”). Any such alleged statements, therefore, are not entitled to immunity. Finally, the Court notes that despite the relatively broad application of Noerr-Pennington, Defendants have provided no cases extending Noerr-Pennington to circumstances closely analogous to those present here, nor has the Court discovered any in its independent research. There thus is no basis for dismissing Plaintiffs’ claims based upon the Noerr-Pennington doctrine. b. Quasi-Judicial Proceeding Immunity Defendants also contend that they are immune with respect to any statements made in a USPTO proceeding, due to quasi-judicial proceeding immunity. (D.E. 39 at 7-10.) Plaintiffs disagree. (D.E. 62 at 11-12.) The common law of both Texas and District of Columbia (the location of the U.S. Patent Office) recognize quasi-judicial immunity. In Texas, quasi-judicial immunity “extends to statements made in quasi-judicial proceedings before governmental executive officers, boards, and commissions which exercise quasi-judicial powers.” Wal-Mart Stores, Inc. v. Lane, 31 S.W.3d 282, 290 (Tex.App.-Corpus Christi 2000); see also Collins-Pearcy v. Mediterranean Shipping Co. (USA) Inc., 698 F.Supp.2d 730, 766 (S.D.Tex.2010). Similarly, District of Columbia law “has long recognized an absolute privilege for statements made preliminary to, or in the course of, a judicial proceeding, so long as the statements bear some relationship to the proceeding.” Oparaugo v. Watts, 884 A.2d 63, 79 (D.C.2005). The question is whether such immunity may be applied in the circumstances present here. Defendants rely largely upon Ball v. Xidex, 967 F.2d 1440 (10th Cir.1992) to support their assertion of quasi-judicial immunity in this context. There, the court held that “private lawyers are entitled to absolute immunity from charges of defamation based on statements in the quasi-judicial setting of PTO proceedings.” Id. at 1445. The court cautioned, however, that “absolute immunity represents a license for counsel to speak freely in PTO proceedings; it is not a license to commit intentional torts.” Id. The court thus reached the merits of plaintiffs claims of “intentional interference with protected property interests, intentional interference with prospective business relationships, and unfair competition.” Id. at 1445. Deferring to the district court’s findings of fact, the Tenth Circuit affirmed. Id. at 1446. The Court does not find Ball persuasive in this context for several reasons. First, Ball has not been cited in this Circuit, nor does it appear that similar reasoning has been endorsed here. In fact, outside the Tenth Circuit, Ball has been cited sparingly, and has not garnered significant support. Second, even if the Court were to accept Ball, that decision acknowledged that quasi-judicial immunity was “not a license to commit intentional torts,” 967 F.2d at 1445, of which Defendants are presently accused. Finally, Defendants’ filing of a protest before the USPTO is only one element of Plaintiffs’ claims. Even if Defendants were entitled to immunity for claims made to the USPTO, this would not shield them from liability for all other actions at issue in this litigation. As such, the Court must conclude that Defendants are not entitled to quasi-judicial immunity, and declines Defendant’s request to dismiss on this basis. 3. Satisfaction of Twombly and Rule 9(b) a. Legal Standard To survive a Rule 12(b)(6) motion to dismiss, Plaintiffs Complaint need only include “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.R.Civ.P. 8(a)(2). ‘“[D]e-tailed factual allegations’ are not required.” Ashcroft v. Iqbal, — U.S. -, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). However, the complaint must allege “sufficient factual matter, accepted as true, to ‘state a claim that is plausible on its face.’ ” Id. at 1949 (quoting Twombly, 550 U.S. at 570, 127 S.Ct. 1955). “A claim has facial plausibility when the pleaded factual content allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Id. at 1949 (citing Twombly, 550 U.S. at 556, 127 S.Ct. 1955). A court should not accept “threadbare recitals of a cause of action’s elements, supported by mere conclusory statements,” which “do not permit the court to infer more than the mere possibility of misconduct.” Id. at 1949-50. A motion to dismiss under Rule 12(b)(6) is “viewed with disfavor and is rarely granted.” Priester v. Lowndes County, 354 F.3d 414, 418 (5th Cir.2004). b. Country Life’s Arguments 1. Breach of Contract Claims Country Life argues that Plaintiffs’ breach of contract claims do not comply with Twombly, as Plaintiffs fail to allege how Defendants breached the contracts or how Plaintiffs were damaged by the alleged breach. (D.E. 39 at 11-12.) Plaintiffs contend that their breach of contract claim has been properly pled. (D.E. 61 at 16-17; D.E. 62 at 16-17.) Under Texas law, the elements of a claim for breach of contract are “(1) the existence of a valid contract; (2) performance or tendered performance by the plaintiff; (3) breach of the contract by the defendant; and (4) damages sustained as a result of the breach.” B & W Supply, Inc. v. Beckman, 305 S.W.3d 10, 16 (Tex.App.Houston [1st Dist.] 2009). Here, although Plaintiffs have alleged the existence of three valid contracts, and their own performance under those contracts, they have not sufficiently alleged the manner in which those contracts were breached, or the damages that they have sustained due to the alleged breach. This cause of action must be repled, consistent with Twombly. 2. Theft of Trade Secrets and Confidential Information Country Life argues that Plaintiffs have not sufficiently stated a claim for theft of trade secrets and confidential information, as there are no allegations that (1) describe the trade secret or confidential information, (2) demonstrate that Country Life used confidential information or disclosed it to a third party, or (3) explain how Plaintiffs were damaged. (D.E. 39 at 12.) Plaintiffs respond that this cause of action has been properly pled. (D.E. 62 at 17.) Under Texas law, a cause of action for common law theft or misappropriation of a trade secret or confidential information requires showing: “(1) existence of a trade secret, (2) breach of a confidential relationship or improper discovery of a trade secret, (3) use of the trade secret without the plaintiffs authorization, and (4) resulting damages.” Calce v. Dorado Exploration, Inc., 309 S.W.3d 719, 737-38 (Tex.App.-Dallas 2010). “A trade secret is any formula, pattern, device, or compilation of information, which is used in one’s business and presents an opportunity to obtain an advantage over competitors who do not know or use it. Customer lists, pricing information, client information, customer preferences, buyer contacts, blueprints, market strategies, and drawings have all been recognized as trade secrets.” Texas Integrated Conveyor Sys., Inc. v. Innovative Conveyor Concepts, Inc., 300 S.W.3d 348, 366-67 (Tex. App.-Dallas 2009) (citations omitted). Here, Plaintiffs have not fully identified the specific trade secret they claim to have been stolen, nor the manner in which Country Life used that information or shared it with third parties. As to damages, Plaintiffs allege that they “have been irreparably harmed to an extent not yet determined,” and discuss the “financial impact” of Defendants’ actions through the loss of “substantial business,” as well as the effects upon Hinson’s “health,” but provide no specifics. (D.E. 60 at 9-10.) This cause of action must be repled, consistent with Twombly. 3. Unfair Competition Country Life next contends that Plaintiffs’ unfair competition claim is improperly alleged, as none of the elements of this cause of action are stated in the complaint. (D.E. 39 at 12-13.) Plaintiffs disagree. (D.E. 62 at 17.) The elements of a cause of action for unfair competition by misappropriation in Texas are: “(i) the creation of plaintiffs product through extensive time, labor, skill and money, (ii) the defendant’s use of that product in competition with the plaintiff, thereby gaining a special advantage in that competition (i.e., a ‘free ride’) because defendant is burdened with little or none of the expense incurred by the plaintiff, and (iii) commercial damage to the plaintiff.” Dresser-Rand Co. v. Virtual Automation Inc., 361 F.3d 831, 839 (5th Cir.2004) (citing United States Sporting Prods., Inc. v. Johnny Stewart Game Calls, Inc., 865 S.W.2d 214, 218 (Tex.App.-Waco 1993, writ denied)). Texas courts have explained that “misappropriation law is specially designed to protect the labor — the so-called ‘sweat equity’ — that goes into creating a work.” Id. Once again, Plaintiffs must more specifically plead the particular circumstances leading to the claim of “unfair competition,” such the specific product at issue, how Plaintiffs’ product was used by Defendants in competition with Plaintiffs, and how that resulted in “commercial damage” to Plaintiffs. 4. Libel and Business Disparagement Country Life contends that Plaintiffs’ libel and business disparagement claim should be dismissed because there are insufficient factual allegations regarding any statements Country Life may have made, and because any allegations of fraud fail to comply with Rule 9(b). Plaintiffs again contend that this cause of action has been sufficiently pled. (D.E. 62 at 17-18.) In Texas, libel and business disparagement are “two separate and distinct claims.” Kinetic Concepts, Inc. v. Bluesky Medical Corp., 2005 WL 3068209, at *4 (W.D.Tex. Nov. 1, 2005) (citing Hurlbut v. Gulf Atl. Life Ins. Co., 749 S.W.2d 762 (Tex.1987)). A business disparagement claim requires proof of: “(1) publication by the defendant of false and disparaging words about the plaintiff; (2) malice; (3) lack of privilege; and (4) special damages to the plaintiff.” Fluor Enterprises, Inc. v. Conex Int’l Corp., 273 S.W.3d 426, 433 (Tex.App.-Beaumont 2008). In contrast, to recover for libel, a plaintiff must prove that the defendant: “(1) published a statement; (2) that was defamatory concerning the plaintiff; (3) while acting with either actual malice, if the plaintiff was a public official or public figure, or negligence, if the plaintiff was a private individual, regarding the truth of the statement.” Pisharodi v. Barrash, 116 S.W.3d 858, 861 (Tex.App.-Corpus Christi, 2003). The term “publication” as used in this context means to be “communicated orally, in writing, or in print to some third person capable of understanding their defamatory import and in such a way that the third person did so understand.” Austin v. Inet Technologies, Inc., 118 S.W.3d 491, 496 (Tex.App.-Dallas 2003). A statement is “defamatory” if it “tends to harm the reputation of a person, or to deter third persons from associating or dealing with the person. If a communication does not either injure a person’s reputation or impugn his character, the language is not defamatory and is not actionable.” In re Jennings, 203 S.W.3d 32, 36 (Tex.App.-San Antonio 2006); see also Henriquez v. Cemex Management, Inc., 177 S.W.3d 241, 252 (Tex.App.-Houston [1st Dist.] 2005) (“For a statement to be actionable as defamatory, the plaintiff must establish that the statement referred to the plaintiff ... A statement is defamatory if the words tend to injure a person’s reputation, exposing the person to public hatred, contempt, ridicule, or financial injury.”). Here, the primary allegations relevant to the libel and business disparagement claims are Country Life’s protest to the USPTO, as those were “published.” According to the Complaint, the protest stated “that the description in the '326 application contained information which was owned by and confidential to Country.” (D.E. 60 at 10.) The pleadings are sufficient here. Plaintiffs have alleged that Country Life filed a false declaration with the USPTO, namely that Plaintiffs did not own the information they submitted to the Patent Office, and such statements could be considered “defamatory.” These claims are sufficient at the pleading stage. Defendants also argue that Plaintiffs’ allegations of fraud in this count fail to satisfy Rule 9(b). (D.E. 39 at 13-14.) Country Life contends that Plaintiffs “fail to allege the specifics of the fraudulent inducement, including when it occurred, what specifically was said, how the Plaintiffs relied on it or how they were damaged by this reliance.” (D.E. 39 at 14.) Plaintiffs respond that they “can hardly be more specific as to the fraud at this point in the litigation.” (D.E. 62 at 18.) Federal Rule of Civil Procedure 9(b) provides, “[i]n alleging fraud or mistake, a party must state with particularity the circumstances constituting fraud or mistake.” Fed.R.Civ.P. 9(b). The Fifth Circuit has a “relatively strict interpretation of Rule 9(b),” and requires a plaintiff “to specify the statements contended to be fraudulent, identify the speaker, state when and where the statements were made, and explain why the statements were fraudulent.” Nathenson v. Zonagen Inc., 267 F.3d 400, 412 (5th Cir.2001). This standard is satisfied. Here, Plaintiffs allege that the “false publication was made after Country and Hall fraudulently induced Plaintiffs to abandon a previous patent application, causing damages to Plaintiffs.” (D.E. 60 at 13.) In support of the fraudulent inducement allegations, Plaintiffs claim that “Representatives of Country, including Dale Hall, informed Hinson and Walters that they believed they owned the information in the '326 application,” and that “[o]n September 2, 2009, Ault Hootsell wrote to Hinson, through Skip Henkel, to demand that Hinson immediately withdraw the '326 application on the ground that the '326 application contains Country’s confidential and propriety information.” Hinson conceded, preventing issuance of the patent. (D.E. 60 at 8.) The allegations are sufficient at this stage to withstand scrutiny under Rule 9(b). The Court denies Defendants’ request to dismiss on this ground. 5. Theft Country Life argues that Plaintiffs have failed to adequately allege then-theft claim, as their allegations are overly conclusory. (D.E. 39 at 15.) Plaintiffs again contend that their theft allegations are sufficient. (D.E. 62 at 18.) The Texas Theft Liability Act provides, “a person who commits theft is liable for the damages resulting from the theft.” Tex. Civ. Prac. & Rem.Code § 134.003(a). The “Theft Liability Act provides civil liability for certain acts proscribed by the Texas Penal Code, including unlawfully appropriating a trade secret.” Glattly v. Air Starter Components, Inc., 332 S.W.3d 620, 640 (Tex.App.-Houston [1 Dist.], 2010). Under the Penal Code, “[a] person commits an offense [of theft] if he unlawfully appropriates property with intent to deprive the owner of property.” Tex. Penal Code § 31.03(a). An appropriation of property is unlawful if: “(1) it is without the owner’s effective consent; [or] (2) the property is stolen and the actor appropriates the property knowing it was stolen by another; .... ” Tex. Penal Code § 31.03(b). Under the Texas Theft Liability Act, “theft” means “unlawfully appropriating property or unlawfully obtaining services as described by” the Penal Code, which includes the theft of trade secrets. Tex. Civ. Prac. & Rem.Code § 134.002(2); Tex. Penal Code § 31.05; see SP Midtoum, Ltd. v. Urban Storage, L.P., 2008 WL 1991747, at *5 & n. 4 (TexApp.-Houston [14 Dist.] 2008) (discussing theft of trade secret under Theft Liability Act). As opposed to the common law theft of trade secrets cause of action, this is a statutory cause of action. See, e.g., M-I LLC v. Stelly, 733 F.Supp.2d 759, 772-73, 777-78 (S.D.Tex. 2010); FMC Int’l A.G. v. ABB Lummus Global, Inc., 2005 WL 1745465, at *1, *2-4 (S.D.Tex. July 22, 2005) (stating both common law and statutory theft of trade secret claims). Here, Plaintiffs’ response states that this claim is “based upon an intentional act of theft that includes Plaintiffs’ trade secrets.” (D.E. 62 at 18.) As stated above with respect to the common law theft of trade secrets cause of action, Plaintiffs have not properly identified the specific trade secret they claim to have been stolen, nor other details necessary to fully state this cause of action. Moreover, the Court is also unclear as to whether Plaintiffs intend to rely upon the same conduct with respect to both their common law theft of trade secrets and statutory theft claim. Plaintiffs must specify whether or not the conduct underlying both causes of action (common law and statutory) is the same, or, if different conduct is alleged, which conduct relates to each cause of action. As such, this cause of action must be repled. 6. Tortious Interference with Prospective Contract Finally, Country Life argues that Plaintiffs’ tortious interference with prospective contract claim fails to satisfy the Twombly standard, and should therefore be dismissed. (D.E. 39 at 15-16.) Plaintiffs state that they have “provided exacting, detailed evidence of the interference and plead all required elements of the causes of action.” (D.E. 62 at 18.) Under Texas law, a claim for tortious interference with prospective contract requires: “(1) a reasonable probability that the parties would have entered into a contractual relationship; (2) an ‘independently tortious or unlawful’ act by the defendant that prevented the relationship from occurring; (3) the defendant did such act with a conscious desire to prevent the relationship from occurring or knew that the interference was certain or substantially certain to occur as a result of his conduct; and (4) the plaintiff suffered actual harm or damage as a result of the defendant’s interference.” Faucette v. Chantos, 322 S.W.3d 901, 914 (Tex.App.-Houston [14 Dist.], 2010); see also Texas Integrated Conveyor Systems, Inc. v. Innovative Conveyor Concepts, Inc., 300 S.W.3d 348, 367 (Tex.App.Dallas, 2009). In this case, Plaintiffs allege in the Third Amended Complaint that there was a reasonable probability that they would have entered into or continued business relationships with “American General Life, Assurity Life Insurance Co, Fidelity Security Life, ING Life US, Mutual of Omaha, Nationwide Life Insurance, Securian Financial (Minnesota Life), and other persons and companies.” (D.E. 60 at 13-14.) Plaintiffs have not, however, explained which tortious conduct prevented these business relationships from developing, Defendants’ knowledge as to the effects of their conduct, nor their damages. This cause of action must too be repled. c. Hall’s Arguments 1. Breach of Contract With respect to the breach of contract causes of action, Defendant Hall contends that the allegations are insufficient because they do not allege that he was a party to any of the contracts at issue, and there are no specific allegations against him. (D.E. 40 at 19-20.) In response, Plaintiffs contend that Hall individually participated in the alleged wrongdoing at issue. (D.E. 61 at 16-18.) In this case, there is no dispute that Mr. Hall is not himself a party to any of the contracts at issue, but rather he signed the contracts as a corporate representative of Country Life. Plaintiffs’ Third Amended Complaint states, with respect to the three contracts at issue, “PAG and Country entered into a valid contract.” (D.E. 60 at 10-11.) In all three cases, Mr. Hall signed the contracts under the title “Vice President Chief Life/Health Actuary, Appointed Actuary & Illustration Actuary,” for “Country Life Insurance Company,” or something to that effect. (D.E. 57-1 at 14 (July 22, 2008 Exclusivity Agreement); D.E. 57-2 at 10 (February 8, 2007 Mutual Confidentiality Agreement); D.E. 57-2 at 22 (September 22, 2008 Facilitation Agreement).) The issue therefore is whether Hall may be liable for breach of contract in his role as a corporate agent or signatory on the contracts. It is well established that “[a]n agent is not ordinarily liable under the contract he executes on behalf of his principal, so long as his agency is disclosed, but he is personally liable if his acts breach an independent duty.” Westmoreland v. Sadoux, 299 F.3d 462, 466-67 (5th Cir.2002); Restatement (Third) Agency § 6.01 (“When an agent acting with actual or apparent authority makes a contract on behalf of a disclosed principal, (1) the principal and the third party are parties to the contract; and (2) the agent is not a party to the contract unless the agent and the third party agree otherwise.”); Roe v. Ladymon, 318 S.W.3d 502, 521 (Tex.App.Dallas 2010) (“[A]n agent for a disclosed principal is not liable on the principal’s contract .... ”); Rugaart v. Rodriguez, 2003 WL 22671571, at *2 (Tex. App.-Corpus Christi 2003) (“As a general rule, an agent is not liable for the contracts of the principal.”). In Texas, a “corporate officer or director may not be held liable for the corporation’s breach of contract unless he or she acts in bad faith or is guilty of a conflict of interest.” Lopez v. State Farm Mut. Auto. Ins. Co., 2008 WL 2744609, at *6 (Tex. App.-Corpus Christi, 2008) (emphasis added). In fact, “an officer or director [of a corporation] may not be held liable in damages for inducing the corporation to violate a contractual obligation, provided that the officer or director acts in good faith and believes that what he does is for the best interest of the corporation.” Pabich v. Kellar, 71 S.W.3d 500, 507 (Tex. App.-Fort Worth 2002) (citing Maxey v. Citizens Nat’l Bank, 507 S.W.2d 722, 726 (Tex.1974)). In light of these principles, it follows that Plaintiffs cannot hold Hall liable for breach of contract due merely to his role as Country Life’s signatory on the contracts. Rather, there must be some allegation of bad faith or a conflict of interest. The Third Amended Complaint, however, reveals no such allegations with respect to the contracts. In fact, there are hardly any allegations regarding Hall’s conduct as to the contracts, as separate from Country Life’s. Without any allegations suggesting that Hall can be personally liable for Country Life’s alleged breach of contract, such claims cannot proceed. The Court therefore concludes that Plaintiffs’ breach of contract claims, as to Defendant Hall, must be dismissed. 2. Theft of a Trade Secret; Unfair Competition; Theft; Libel and Business Disparagement; Tortious Interference with Prospective Relations Hall argues that Plaintiffs’ causes of action for theft of a trade secret, unfair competition, theft, and tortious interference with prospective relations must be dismissed or repled because they do not satisfy Twombly, and because Plaintiffs do not allege Hall’s factual connection to any elements of the cause of action. In contrast to breach of contract claims, it is well established that “[a] corporate agent who knowingly participates in tortious or fraudulent acts may be held individually liable to third persons even though he performed the act as an agent for the corporation.” Grierson v. Parker Energy Partners 1984-I, 737 S.W.2d 375, 377 (Tex.App.-Houston [14 Dist.] 1987). Further, “an officer of a corporation is liable for any tort committed by the corpo