PMM Holdings v. Meyer Alleges Fake Buyer Stole Trade Secrets to Build Competing Feeders
NDA Signed to Explore Acquisition Used as Cover for Data Theft, Complaint Says
On May 7, 2024, William W. Meyer and Sons, Inc. ("Meyer"), an Illinois corporation (entity #28858990) with its principal office in Libertyville, executed a confidentiality agreement ("Meyer NDA") with PMM Holdings, LLC ("PMM Holdings"), a Delaware limited liability company with its principal place of business in Sacramento, California, to explore a potential transaction involving PMM Holdings’ wholly-owned subsidiary, Precision Machine and Manufacturing, Inc. ("Precision"), an Oregon corporation with its principal place of business in Eugene. PMM Holdings owns 100% of Precision (Compl. ¶4). During a May 2024 facility inspection, Precision disclosed proprietary details about its rotary airlock feeders, which the complaint describes as "a unique product, highly regarded in the industry, and particularly effective in blower truck and blower equipment applications" (Compl. ¶10). The complaint alleges that Meyer falsely represented interest in acquiring or investing in Precision to gain access to this information, stating that Meyer "falsely represented to Plaintiffs that it was interested in an acquisition or investment in Precision in order to gain access to Plaintiffs’ Confidential Information" (Compl. ¶12(a)).
Under the Meyer NDA, executed by Jose Blanco, Manager and Authorized Signatory for Precision, and Rodger Adams, Managing Partner of Crown Point Partners, LLC—the financial advisor representing PMM Holdings in the negotiations—Meyer agreed to hold Precision’s confidential information in strict confidence and not disclose it to third parties without written consent. The complaint asserts that the NDA defined "Confidential Information" to include trade secrets, processes, pricing, customer data, and financial information, and required Meyer to "hold in confidence and trust any and all ‘Confidential Information’" (Compl. ¶9(a); Exhibit 1, Sec. 2). The agreement further prohibited Meyer from disclosing or transferring any Confidential Information to third parties without prior written consent, as stated in the NDA: "not disclose or otherwise provide or transfer, directly or indirectly, any Confidential Information to any third party without prior written consent" (Compl. ¶9(b); Exhibit 1, Sec. 3). The NDA also specified that all communications regarding the potential transaction must be directed through Crown Point Partners or Precision’s controlling shareholder, as outlined in the agreement: "Recipient must direct all communications about Transaction through Crown Point or controlling shareholder" (Exhibit 1, ¶7). Additionally, the NDA clarified that neither Precision nor Crown Point Partners made any representations or warranties regarding the accuracy, completeness, or fairness of the information shared, stating: "neither [Company nor Crown Point] makes any representations or warranties as to its accuracy, completeness or fairness" (Exhibit 1, ¶9).
After discussions concluded, the complaint alleges, Meyer secretly copied Precision’s entire confidential data room and used the information to design, manufacture, and sell competing feeders to Precision’s customers. The complaint states that Meyer "copied Plaintiffs’ entire confidential data room" and "used Plaintiffs’ Confidential Information to design, manufacture, and sell feeders to Plaintiffs’ customers" (Compl. ¶12(b)–(c)), including DHG, Inc. ("DHG"), a business partner and customer of Precision. The complaint further alleges that Meyer shared this Confidential Information with third parties, including Precision’s customers, in direct violation of the NDA (Compl. ¶12(d)). The complaint also asserts that Meyer misrepresented its intent to purchase or invest in Precision, alleging that Meyer "intended to use the pretense of interest in a potential transaction to obtain access to Plaintiffs’ Confidential Information" (Compl. ¶43).
Meyer Accused of Colluding with Precision’s Customer to Reverse-Engineer Feeders Using Stolen Data
The complaint details a specific mechanism of collusion, alleging that Meyer and DHG used Precision’s Confidential Information to reverse-engineer and sell replicas of Precision’s feeders. According to the complaint, Meyer "collaborated with customers to reverse-engineer Precision’s feeders, provided customers with Meyer-built replicas and engineering drawings, and used Confidential Information to compete with Precision" (Compl. ¶19(b)–(d)). The complaint further alleges that "Meyer colluded with DHG, both utilizing Precision’s Confidential Information, to manufacture and sell Precision’s rotary feeders" (Compl. ¶31). This conduct, the complaint asserts, constitutes tortious interference with the agreements between Precision and DHG, including a Memorandum of Understanding ("MOU") and an NDA, stating that Meyer’s actions "constitutes a tortious interference on the part of Meyer and its agents with both the MOU and the NDA contracts" (Compl. ¶32).
Precision identifies specific feeder models—"18x33," "16x25," "302," and "12x15"—as trade secrets that Meyer allegedly misappropriated (Compl. ¶22). The complaint asserts that these trade secrets had independent economic value due to their secrecy and that Precision took extensive steps to protect them, including executing NDAs, restricting access to confidential data rooms, and limiting disclosure to authorized personnel. The complaint alleges that Meyer’s use of these secrets to design competing feeders caused irreparable harm to Precision, stating, "The misappropriation... was intentional and has caused, continues to cause, and will continue to cause Plaintiffs irreparable harm" (Compl. ¶15). The NDA itself acknowledges this risk, stating, "the Company may suffer irreparable harm for which it may not be adequately compensated by monetary damages alone" (Exhibit 1, ¶10). The NDA further entitles Precision to seek injunctive relief without the obligation to post a bond, as noted: "entitled to seek injunctive and/or other preliminary or equitable relief... without the obligation to post a bond" (Exhibit 1, ¶10).
The complaint seeks injunctive relief to bar Meyer from manufacturing, marketing, or selling Precision-designed airlock rotary feeders in 11 specified industries: blower truck, pneumatic conveying, bulk material handling, food processing, pharmaceutical, chemical, plastics, mining, agriculture, energy, and wastewater treatment. The Meyer NDA explicitly states that the obligations regarding trade secrets continue so long as the information remains protected under the Uniform Trade Secrets Act, as noted: "obligations under Section 3 hereof shall continue so long as such Confidential Information remains a trade secret" (Exhibit 1, ¶13).
Confidentiality Obligations and Employee Solicitation Restrictions in NDA
The Meyer NDA imposed strict confidentiality obligations on Meyer, including a prohibition on soliciting or hiring Precision employees during and after the evaluation of the potential transaction. The agreement states that Meyer is prohibited from soliciting or hiring any Precision employee "during the term of this Agreement and for a period of eighteen (18) months thereafter," except for employees who have been terminated by Precision for at least 180 days prior to the solicitation (Exhibit 1, ¶6).
The complaint alleges that Meyer’s misconduct extended beyond breach of the NDA and misappropriation of trade secrets to include fraud. Specifically, the complaint asserts that Meyer falsely represented to Plaintiffs that it would hold their proprietary information in strict confidence, stating, "falsely represented to Plaintiffs that it would hold Plaintiffs’ proprietary information... in strict confidence" (Compl. ¶42). The complaint further alleges that Meyer never intended to purchase or invest in Precision and that Plaintiffs relied on these misrepresentations, stating, "Plaintiffs would not have shared Plaintiffs’ Confidential Information with Meyer but for Meyer’s misrepresentations" (Compl. ¶44). As a result, the complaint asserts that Meyer obtained Precision’s business information and damaged Precision through its fraudulent conduct (Compl. ¶45).
Plaintiffs Seek Damages, Disgorgement, and Injunctive Relief Across Five Claims
The complaint asserts five claims for relief against Meyer: (1) breach of the Meyer NDA; (2) misappropriation of trade secrets under the federal Defend Trade Secrets Act (18 U.S.C. § 1836), the Oregon Trade Secrets Act (ORS 646.461), and the Sherman Act (15 U.S.C. § 1); (3) tortious interference with contract; (4) intentional interference with prospective economic relations; and (5) fraud. The complaint alleges that Plaintiffs had an economic relationship with DHG that included a high probability of future economic benefit, which was disrupted by Meyer’s actions (Compl. ¶35). The complaint further asserts that Meyer committed wrongful acts with the intent to disrupt Plaintiffs’ economic relations with DHG to benefit its own relationship with DHG, stating, "with the intent to disrupt the economic relations between Plaintiffs and DHG" (Compl. ¶37). The complaint also alleges that Meyer intended or knew its actions would disrupt Plaintiffs’ economic relations with DHG, asserting that "Meyer intended or knew that its actions would disrupt the economic relations between Plaintiffs and DHG" (Compl. ¶38).
Plaintiffs seek a range of remedies, including compensatory damages for the diminution of PMM Holdings’ ownership value in Precision, disgorgement of Meyer’s profits and benefits derived from the alleged misconduct, exemplary and punitive damages, and reimbursement of attorney fees and litigation expenses. The complaint also requests a declaratory judgment affirming Plaintiffs’ rights regarding the rotary feeders, an order requiring Meyer to destroy and dispose of all Precision intellectual property, trade secrets, and Confidential Information in its possession, and a jury trial on all claims. The requested injunctive relief includes a temporary restraining order and preliminary and permanent injunctions prohibiting Meyer from: manufacturing, marketing, or selling Precision-designed airlock rotary feeders in the 11 specified industries; disclosing Precision’s Confidential Information and trade secrets; using Precision’s designs, pricing, or manufacturing processes without compensation; and falsely claiming that Precision misappropriated Meyer’s intellectual property.
The allegations in the complaint remain unproven, and Meyer has not yet filed a response in the case. Meyer operates under the names "Meyer Made," "Meyer Industrial," and "Meyer Pro."
The allegations described here are taken from the filing and remain unproven; no responsive pleading is reflected in the source document.
David Brunk is a civil litigation attorney. He can be reached at david@newmanbrunk.com.
From the Complaint Public Court Record
COMPLAINT – Page 1 of 14 Todd R. Johnston, OSB 992913 tjohnston@hershnerhunter.com Hershner Hunter, LLP 675 Oak Street, Suite 400 Eugene, OR 97440-1475 Telephone: (541) 686-8511 Of Attorneys for Plaintiffs UNITED STATES DISTRICT COURT DISTRICT OF OREGON EUGENE DISTRICT PMM HOLDINGS, LLC, and PRECISION MACHINE AND MANUFACTURING, INC.; Plaintiffs, v. WILLIAM W. MEYER AND SONS, INC.; Defendant. Case No. COMPLAINT (Breach of NDA; Misappropriation of Trade Secrets; Tortious Interference with Contract; Intentional Interference with Prospective Economic Relations; Fraud) Demand for Jury Trial Plaintiffs allege: Plaintiffs PMM Holdings, LLC (“PMM Holdings”) and Precision Machine and Manufacturing, Inc. (“Precision”), referred to together in this Complaint as “Precision” or “Plaintiffs,” allege against Defendant Willliam W. Meyer and Sons, Inc. (“Meyer” or “Defendant”) as follows: JURISDICTION AND VENUE 1. The U.S. District Court for the Eugene District of Oregon has subject matter jurisdiction over the claims in this case because Plaintiffs’ principal place of business is in Eugene, 6:26-cv-1394
COMPLAINT – Page 2 of 14 Oregon, the controversy is between citizens of different states and the amount in controversy exceeds $75,000. 2. The Court also has subject matter jurisdiction because Plaintiffs state claims including claims under federal laws which confer federal question subject matter jurisdiction on the Court including the Defend Trade Secrets Act 18 U.S.C. § 1836, the Sherman Act. 3. The Court has specific personal jurisdiction over Defendant because it availed itself of the benefits of the State of Oregon in doing business within the state and caused injury to Plaintiffs within the state, including breaches of contract and wrongful, unlawful acts damaging PMM Holdings and its wholly-owned subsidiary, Precision. Further, the parties’ contract, Defendant’s breach of which is at issue in this case, s
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