ACACIA COMMUNICATIONS, INC.
MEMORANDUM OF DECISION AND ORDER ON MOTION TO
Mitchell H. Kaplan, Justice of the Superior Court
plaintiff, Acacia Communications, Inc. (Acacia), brings this
action against the defendant, ViaSat, Inc. (ViaSat) to
recover damages that it allegedly sustained as a result of a
letter that ViaSat wrote to an industry standard setting
organization, Optical Internetworking Forum (OIF). Acacia
alleges that it submitted a technical standard to OIF based
upon Acaciaâs own technology which, if adopted, would result
in substantial competitive advantages to Acacia. It contends
that the letter falsely implies that Acaciaâs submission
contains technology that belongs to ViaSat, and, as a
consequence of the letter, OIF may reject Acaciaâs
submission. Acaciaâs amended complaint is pled in eight
counts: (1) commercial disparagement; (2) libel; (3) slander
of title; (4) unfair competition (G.L. c. 93A Â§ 11); (5)
intentional interference with advantageous relations; (6)
intentional interference with contractual relations; (7)
declaratory judgment of no trade secret misappropriation; and
(8) declaratory judgement of no breach of contract. The case
is presently before the court on ViaSatâs motion to dismiss
Counts 1 through 4 for failure to state a claim on which
relief may be granted. See Mass. R. Civ. P. 12(b)(6).
following reasons, ViaSatâs motion to dismiss is DENIED as to
Counts 1 through 3 and ALLOWED as to Count 4, but with leave
to file an amended complaint with respect to that Count.
following facts are taken from the allegations in the
Complaint and the letter, which is an exhibit to it, and
assumed to be true for the purposes of this motion to
2017, Acacia submitted a proposal to the Optical
Internetworking Forum (" OIF" ), a standard-setting
organization in the field of computer networking, to adopt,
as a standard, Acaciaâs technical submission for the design
of integrated circuit chips using Soft Decision Forward Error
Correction (" SDFEC" ). At the time of Acaciaâs
submission, Acacia and ViaSat were engaged in litigation in
federal district court in San Diego, California (" the
California Action" ). In the California Action, ViaSat
alleges that some years ago it developed SDFEC for Acacia
pursuant to a licensing agreement which provided that ViaSat
would own the SDFEC technology and Acacia would pay it
royalties for its use. However, Acacia made unauthorized use
of the licensed technology without paying royalties. ViaSat
asserts claims of breach of the licensing agreement and
misappropriation of trade secrets against Acacia.
25, 2017, ViaSat wrote a letter to representatives of OIF
(the Letter). The Letter began by describing the California
Action. It acknowledged that Acacia denied ViaSatâs
allegations and explained that the parties were there engaged
in discovery. The Letter went on to say:
We understand that Acacia is advocating that the OIF adopt a
15% overhead SDFEC as an industry standard. ViaSat developed
a 15% overhead SDFEC for Acacia under the License Agreement,
and ViaSat believes that its intellectual property may be
incorporated in what Acacia is representing as its 15%
overhead SDFEC. If so, the SDFEC being touted by Acacia to
IOF would, in fact, belong to ViaSat. Acacia has represented
to ViaSat that the SDFEC it is proposing to OIF is its own
independently developed intellectual property, but we have
not been able to verify whether that is the case.
In order to protect the rights of all parties, ViaSat
requests that OIF refrain from seeking, receiving, or
reviewing Acaciaâs SDFEC, pending resolution of the dispute
between ViaSat and Acacia.
Any disclosure or use of Acaciaâs proposed SDFEC may
constitute the misappropriation of ViaSatâs trade secrets, as
well as a breach of the License Agreement. The receipt or use
of such information may also subject additional parties to
potential liability to ViaSat.
ViaSat sent this letter, Acacia told ViaSat that it had
independently developed the technology submitted to OIF; it
was not the SDFEC that Acacia had developed under the
licensing agreement. Nonetheless, ViaSat "
maliciously" sent the letter to OIF.
alleges that " as a direct result of ViaSatâs actions,
Acacia has suffered loss of sales, property, business
opportunities, and reputation."  The Complaint,
however, does not appear to allege that OIF took any specific
action in response to receiving the Letter. Indeed, it does
not contain a specific allegation of the loss of any
identified business opportunity.
Standard for Motion to Dismiss
evaluating the legal sufficiency of a complaint pursuant to
Mass. R. Civ. P. 12(b)(6), the court accepts as true all
factual allegations in the complaint and all reasonable
inferences that may be drawn in the plaintiffâs favor.
Berish v. Bornstein, 437 Mass. 252, 267 (2002). To
survive a motion to dismiss, a complaint must set forth the
basis of the plaintiffâs entitlement to relief with "
more than labels and conclusions." Iannacchino v.
Ford Motor Co., 451 Mass. 623, 635-636 (2008), quoting
Bell A. Corp. v. Twombly, 127 S.Ct. 1955, 1964-1965
(2007). While factual allegations need not be detailed, they
" must be enough to raise a right to relief above the
speculative level ...." Id., quoting Bell A.
Corp., 127 S.Ct. at 1964-1965. At the pleading stage, a
complaint must set forth " factual âallegations
plausibly suggesting (not merely consistent with)â an
entitlement to relief ...." Id., quoting Bell
A. Corp., 127 S.Ct. at 1966.
The Related Elements of Claims for Commercial Disparagement,