RainMakers Partners LLC v. NewSpring Capital, LLC

Background

RainMakers Partners, LLC sued NewSpring Capital, LLC, NewSpring Holdings, LLC, and NSH III Management Company, LLC. RainMakers alleged that NewSpring failed to pay a placement fee under an advisory agreement and improperly shared or used RainMakers’ list of “Introduced Investors.” The agreement described the list as confidential and stated that it could not be used outside the services covered by the agreement.

RainMakers had provided NewSpring a list containing 31 entities. The court noted that RainMakers did not facilitate discussions between NewSpring and Northleaf Capital Partners, Ltd. NewSpring later announced a $120 million Northleaf investment in NewSpring Holdings through a separate transaction called Project Tiger. NewSpring worked on that transaction with another agent, Triago Americas, Inc. Witnesses testified that NewSpring did not share RainMakers’ investor list or other work product with Triago, and Northleaf’s deal-team leader testified that Northleaf’s participation resulted from its historical relationship with Triago.

The court had previously ruled that the advisory agreement required RainMakers to perform services before a placement fee could be earned. In this opinion, NewSpring sought summary judgment on all three remaining claims. Summary judgment is a decision without a trial when the evidence shows that no reasonable jury could find for the opposing party on a material issue.

Count I: Breach of Contract

The court granted summary judgment on Count I because RainMakers did not oppose NewSpring’s motion as to that claim. The court treated RainMakers as having abandoned the claim and stated that the allegation was properly dismissed.

Count II: Breach of the Confidentiality Clause

The court granted summary judgment on RainMakers’ claim that NewSpring breached the agreement by using or giving third parties access to the Introduced Investor list. Although the agreement designated the list as confidential, the court found no evidence that NewSpring improperly shared it or otherwise breached the confidentiality provision.

The court relied on testimony that NewSpring and Triago had not shared the list and that Northleaf’s Project Tiger investment resulted from Triago’s prior relationship with Northleaf. Records showing that NewSpring communicated with firms appearing on the list did not create a genuine dispute because NewSpring had existing relationships with many of those firms, some contacts predated the advisory agreement, and the records did not connect those communications to disclosure or use of the list.

Count III: Trade-Secret Misappropriation

The court also granted summary judgment on the trade-secret claim. Misappropriation generally requires an unauthorized disclosure or use of a trade secret through improper means or in violation of a duty to keep it secret. The court found no evidence that NewSpring disclosed or misused the investor list and concluded that no reasonable jury could find that misappropriation occurred.

Because the evidence did not show misappropriation, the court did not decide whether the investor list qualified as a trade secret under federal law.

Request for Additional Discovery

RainMakers asked for more discovery under Federal Rule of Civil Procedure 56(d), including an interrogatory, document production, and several depositions. The court denied the request. It found that RainMakers had a fully adequate opportunity to obtain discovery and had not sufficiently explained why it had not sought the additional information earlier. The court also found no evidence suggesting that NewSpring or others possessed relevant evidence RainMakers had been prevented from obtaining.

Disposition

The court granted NewSpring’s motion for summary judgment as to all three claims and denied RainMakers’ Rule 56(d) discovery requests. It directed the Clerk of Court to terminate the motion and close the case.