Trade Secrets

Metron Nutraceuticals v. Cook: The Contract Carve-Out That Survives UTSA Displacement

Predicting Ohio law, the Sixth Circuit held that the Uniform Trade Secrets Act does not displace a plain breach-of-contract claim — a reading that restores the statute's savings clause and its promise of uniformity.

February 17, 2026
A scientist's gloved hand holding a vial in a laboratory
The disputed secret was an unpublished patent application for a water-soluble zeolite supplement process. Shutterstock
Educational content, not legal advice. This article explains general legal concepts. It does not create an attorney–client relationship. For your specific situation, consult a licensed attorney.

Metron Nutraceuticals, LLC v. Cook, No. 23-3596 (6th Cir. Aug. 20, 2024), is a quiet but instructive decision on one of trade-secret law’s most litigated seams: how far a state Uniform Trade Secrets Act reaches when it “displaces” competing civil claims. Writing for a panel of Judges Gibbons, White, and Thapar, Judge Helene N. White reversed a district court that had thrown out a contract claim as preempted by the Ohio Uniform Trade Secrets Act (OUTSA), Ohio Rev. Code Ann. §§ 1333.61–1333.69. The opinion is unpublished — an Erie prediction of how the Ohio Supreme Court would rule rather than a binding pronouncement — but its statutory analysis is a clean tour of why a well-pleaded breach-of-contract claim almost never falls to UTSA displacement.

At a glance

  • Case: Metron Nutraceuticals, LLC v. Cook, No. 23-3596 (U.S. Court of Appeals for the Sixth Circuit)
  • Decided: August 20, 2024 (not recommended for publication; applying Ohio law on diversity)
  • Holding: OUTSA § 1333.67 does not displace a plain breach-of-contract claim, even one premised on the misuse of confidential information; the district court’s contrary reading impermissibly nullified the statute’s contractual savings clause
  • Disposition: Summary judgment affirmed for one defendant (Root Wellness) on an independent ground; otherwise reversed and remanded, including on statute-of-limitations and trade-secret-existence rulings

The underlying facts are familiar in shape. Metron’s co-founder developed a process for making water-soluble clinoptilolite (zeolite) fragments for nutritional supplements and embodied an early version in an unpublished PCT patent application. Metron required business associates to sign Mutual Confidentiality Agreements (MCAs). Metron alleged that two associates, joined by others, used Metron’s confidential documents to draft and file their own competing patent application — the “Cook-EnTox” application — and to build products. Metron sued for breach of the MCAs and for misappropriation under OUTSA. The district court granted summary judgment across the board: the contract claim was preempted, the OUTSA claim was time-barred against two defendants, and the OUTSA claim failed on the merits against the rest because the asserted secret did not qualify as a trade secret. The Sixth Circuit dismantled most of that ruling.

The Uniform Trade Secrets Act as the states adopted it

The UTSA, promulgated in 1979 and amended in 1985, is now law in some form in the vast majority of states; Ohio adopted the 1985 version “with only minor changes.” Two structural features matter here. First, the Act supplies the elements and remedies for a single statutory cause of action — misappropriation — and instructs courts to construe it “to effectuate [the] general purpose to make uniform” trade-secret law across adopting jurisdictions (Ohio Rev. Code Ann. § 1333.68). Second, the Act contains a displacement provision designed to consolidate the law of trade secrets into that single claim, paired with a savings clause that protects certain parallel theories.

OUTSA § 1333.67(A) provides that the Act “displace[s] conflicting tort, restitutionary, and other laws of this state providing civil remedies for misappropriation of a trade secret,” but only “[e]xcept as provided in division (B).” Division (B), in turn, declares that the Act “do[es] not affect” three things: contractual remedies “whether or not based upon misappropriation of a trade secret”; other civil remedies “not based upon misappropriation of a trade secret”; and criminal remedies. That architecture — broad displacement of tort-style misappropriation claims, an express carve-out for contract — is the standard UTSA design, and it is the key to the case.

How the savings clause defeats displacement of a contract claim

The district court had reasoned from a textual asymmetry: subsection (A) displaces “tort, restitutionary, and other laws,” while subsection (B)(1) saves only contractual “remedies.” From that difference it inferred that the savings clause rescues only contractual remedies that differ from the remedies OUTSA itself makes available. Because Metron’s MCA sought the same kind of relief OUTSA provides, the court held the contract claim displaced.

The Sixth Circuit rejected that reading on several grounds. First, it “functionally reads Section 1333.67(B)(1) out of the statute”: preserving a remedy while extinguishing the contract claim that is “the vehicle for establishing a party’s right to the remedies” saves nothing at all. The more natural reading is that by excluding certain remedies from displacement, the statute necessarily excludes the claims that create them. Subsection (A) displaces laws “providing civil remedies,” so the operative concept in both subsections is remedies; the carve-out for contractual remedies “whether or not based upon misappropriation” thus preserves contract claims even when they protect the very same secret.

Second, the court invoked the UTSA’s uniformity mandate. It catalogued decisions from the Seventh, Ninth, and Tenth Circuits, the Hawaii Supreme Court, and the California and Wisconsin appellate courts — among them Hecny Transportation, Inc. v. Chu, Integral Development Corp. v. Tolat, BlueEarth Biofuels, LLC v. Hawaiian Electric Co., and Angelica Textile Services, Inc. v. Park — and observed that “[t]he vast majority — if not all — of courts interpreting various states’ iterations of the UTSA have held they do not preempt breach-of-contract claims.” The district court’s reading was, in the panel’s words, “an outlier.”

Third, the court turned to the official commentary. The comment to UTSA § 7 explains that the Act “applies to a duty to protect competitively significant secret information that is imposed by law” and “does not apply to a duty voluntarily assumed through an express or an implied-in-fact contract.” Privately negotiated obligations bind only the contracting parties; they create no variance in the “duties imposed by law” that the UTSA was meant to harmonize. Because the Ohio Supreme Court has not addressed the question, the panel predicted it would follow the Ohio Court of Appeals (e.g., Tomaydo-Tomahhdo LLC v. Vozary) and hold the contract claim outside § 1333.67’s reach.

Ohio law beyond preemption: limitations and the patent-publication trap

Two further rulings round out the opinion and carry independent value for practitioners.

On the statute of limitations, OUTSA requires suit “within four years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered” (§ 1333.66). The district court had charged Metron with earlier inquiry notice and faulted its “litigiousness.” The Sixth Circuit reversed: genuine factual disputes existed about when Metron could have discovered the alleged copying, particularly because the defendants’ Cook-EnTox application did not become publicly available until April 2017, and the defendants identified no inspection or testing that would have revealed the misuse sooner.

On trade-secret existence, the opinion delivers a precise lesson about patent publication. Metron’s own PCT application published on April 14, 2016. The court held that publication “extinguished” any trade-secret status as of that date — “there is no trade-secret protection for confidential information that is disclosed in a public patent application” — so Metron cannot premise misappropriation on conduct occurring afterward. But the publication did not retroactively strip the information of secrecy before April 2016; Metron had shown reasonable secrecy efforts (limited internal access, MCAs, the ability to withdraw the application) up to that point. The practical consequence was surgical: because Root Wellness was not even formed until July 2019, well after publication, summary judgment for Root was affirmed on that independent ground, while the claims against the earlier actors were revived.

Open questions

The central holding is a federal court’s prediction of Ohio law, not a ruling by the Ohio Supreme Court, which has still not addressed § 1333.67’s scope. An unpublished disposition leaves room for a future Ohio decision — or a published Sixth Circuit opinion — to settle the point with precedential force. The opinion also flags, without resolving, the harder displacement question that genuinely divides courts: whether tort-adjacent claims such as tortious interference with contract survive the savings clause, an issue on which even the majority view is less settled than for core contract claims. Finally, the damages picture on remand is unresolved — whether pre-publication misappropriation (the drafting of the competing application) caused recoverable loss or unjust enrichment that materialized later remains, in the court’s words, “an open question.”

Implications

  • A confidentiality contract is not redundant with a trade-secret claim. Even where an NDA or MCA protects the very same information, the contract claim generally survives UTSA displacement — and offers a separate limitations period, remedies, and proof path.
  • Plead contract and statute as distinct theories. Tie the contract claim to a voluntarily assumed duty (the agreement’s text), not merely to “misappropriation,” to stay inside the savings clause.
  • Watch the publication clock on patents. Filing or publishing a patent application extinguishes trade-secret status in the disclosed material; structure claims around pre-publication conduct and damages.
  • Uniformity is a litigable argument. The UTSA’s construction mandate lets a litigant marshal sister-state and other-circuit authority to resist an outlier displacement reading.
  • Unpublished does not mean unusable. An Erie prediction like this one is persuasive authority for how a state’s high court would likely rule on UTSA displacement.

Frequently asked questions

Did Metron win the appeal? Largely. The Sixth Circuit reversed the displacement of the contract claim, the statute-of-limitations dismissal, and the no-trade-secret ruling, remanding for further proceedings. It affirmed summary judgment only for Root Wellness, on the narrow ground that Root was formed after the secret was extinguished by publication.

Does the Ohio UTSA ever displace contract claims? Under this prediction, no — a plain breach-of-contract claim is preserved by the statute’s savings clause even when it protects a trade secret. The Act primarily displaces tort and restitutionary claims that restate a misappropriation theory.

Why does patent publication matter to a trade-secret case? Once confidential information is disclosed in a published patent application, it enters the public domain and loses trade-secret status. Misappropriation must rest on conduct (and ideally damages) tied to the period before publication.

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