Oracle America, Inc. v. Procore Technologies, Inc.

Background

Oracle alleged that Mark Mariano worked for Oracle until October 29, 2021, and had access to Oracle’s technical development of its Textura Payment Management solution and related enterprise resource planning integrations. Oracle alleged that, after leaving Oracle and joining Procore, Mariano improperly retained Oracle’s confidential materials on personal cloud accounts and Oracle computers, transferred files to a Procore-issued laptop, and worked on competing products. Oracle also alleged that Procore later released technology similar to an Oracle product.

Oracle asserted claims under the federal Defend Trade Secrets Act, for breach of contract, and for unjust enrichment. Mariano and the Procore defendants filed motions concerning arbitration, a stay of the case, and dismissal of the federal trade-secret claim.

Arbitration

Mariano asked the court to compel arbitration under an arbitration provision in his Employment Agreement. That provision covered disputes arising from or related to his Oracle employment. Mariano argued that the agreement’s reference to arbitration rules delegated questions about whether the claims were arbitrable to an arbitrator.

The court rejected that argument. Mariano had also signed a separate Proprietary Information Agreement concerning confidential, proprietary, and trade-secret information. That agreement stated that legal actions connected with it could be brought in federal court. Applying California contract-interpretation principles, the court treated the two agreements as related but did not merge them into one contract. It concluded that the Proprietary Information Agreement specifically governed claims concerning proprietary information and that its federal-court venue provision controlled over the more general arbitration provision in the Employment Agreement.

The court therefore held that Oracle’s claims concerning alleged misappropriation could be brought in federal court rather than arbitration and denied Mariano’s motion to compel arbitration.

Motion to Stay

Procore Technologies and Procore Payment Services asked the court to stay the entire case while arbitration between Oracle and Mariano was resolved. Because the court denied Mariano’s motion to compel arbitration, it also denied Procore’s motion to stay.

Motions to Dismiss

Mariano and the Procore defendants argued that Oracle had not pleaded a sufficient claim under the Defend Trade Secrets Act. They challenged the specificity of Oracle’s alleged trade secrets and the allegations of misappropriation.

The court found that Oracle identified particular categories and examples of materials, including source-code files, database files, test and project plans, implementation plans, client information, revenue projections, internal strategy documents, and documents describing Oracle’s enterprise resource planning integrations. The complaint also identified specific files, described their confidential treatment, and alleged that they had economic value because of the effort invested in developing them and their importance to Oracle’s market success. The court held that these allegations were sufficiently specific and plausibly described information beyond general knowledge.

As to Mariano, the court found that Oracle alleged more than his incidental possession or failure to return information. Oracle alleged that he transferred files from an Oracle laptop to a Procore laptop nearly two years after beginning work on competing products at Procore and in connection with his job responsibilities.

As to Procore, the court found that Oracle adequately alleged potential vicarious liability—responsibility for an employee’s conduct within the scope of employment. Oracle alleged that Mariano transferred Oracle information to Procore equipment and used it in his competitive role at Procore. The court held that these allegations sufficiently pleaded the federal trade-secret claim against both Mariano and Procore.

The court denied the motions to dismiss the federal trade-secret claim.

Disposition

The court’s conclusion states that the defendants’ motions to compel arbitration, to stay, and to dismiss were denied. Judge Jon S. Tigar signed the order on April 9, 2025.