                                                   [DO NOT PUBLISH]




          IN THE UNITED STATES COURT OF APPEALS
                                                    FILED
                FOR THE ELEVENTH CIRCUIT   U.S. COURT OF APPEALS
                  ________________________   ELEVENTH CIRCUIT
                                                 APRIL 14, 2008
                                              THOMAS K. KAHN
                        No. 07-14232
                                                   CLERK
                  ________________________

               D.C. Docket No. 06-01988-CV-TCB-1

SOUTHERN NUCLEAR OPERATING COMPANY, INC

                                             Plaintiff–Counter
                                             Defendant,

                            versus

ELECTRONIC DATA SYSTEMS CORPORATION,

                                             Defendant–Counter
                                             Claimant–Appellant,

                            versus

COMPUTER TECHNOLOGY SOLUTIONS, INC.,

                                             Counter–Defendant
                                             Appellee,

SOUTHERN COMPANY SERVICES,

                                             Counter–Defendant.
                               ________________________

                      Appeal from the United States District Court
                         for the Northern District of Georgia
                           _________________________

                                       (April 14, 2008)

Before BARKETT and FAY, Circuit Judges, and ANTOON,* District Judge.

PER CURIAM:

       Electronic Data Systems Corporation (“EDS”) appeals from the dismissal of

its complaint under Federal Rule of Civil Procedure 12(b)(6) for failure to state a

claim against Computer Technology Solutions, Inc. (“CTS”). The Complaint

alleged that CTS misappropriated EDS’s trade secrets. The district court

dismissed the Complaint because it failed to assert sufficient facts to support the

requisite allegation for a violation of the Georgia Trade Secrets Act, Ga. Code

Ann. § 10-1-761, to wit, that CTS knew or had reason to know that it was an

unauthorized recipient of trade secrets belonging to EDS.

       EDS, a global provider of computer and data processing services, was hired

by Southern Nuclear Operating Company, Inc. (“SNC”) to provide customized

software and computer services to manage SNC’s documents.1 After several years,

       *
          Honorable John Antoon II, United States District Judge for the Middle District of
Florida, sitting by designation.
       1
         SNC and Black & Veatch, LLP (“B&V”) entered into an agreement in 1998 regarding
these services. In 2003, SNC’s sibling company Southern Company Services (“SCS”) and

                                                2
SNC terminated its agreement with EDS and hired CTS to perform the same

duties. Subsequently, EDS requested from SNC the return or destruction of its

products and documentation. SNC did not return the products or documentation

nor did SNC provide notice that the items had been destroyed.

       The dispute between EDS and SNC regarding the ownership of the products

and documentation is not at issue here. This dispute involves whether CTS, when

hired, knew or should have known that the software it received from SNC

constituted trade secrets of EDS and that SNC was not authorized to provide the

software to CTS.

       After carefully reviewing the complaint and considering the arguments of

counsel, we agree with the district court that there is nothing in the Complaint that

provides facts from which the court could infer that CTS knew or should have

known that it had misappropriated trade secrets of EDS.



AFFIRMED.




B&V’s successor BV Solutions Group, LLC (“BV Solutions”) entered into another agreement.
In 2005, EDS purchased portions of BV Solutions’ assets and SCS agreed to substitute EDS for
BV Solutions in the 2003 agreement. For the limited purposes of this opinion, SNC and SCS
will be treated as one entity. Similarly, B&V, BV Solutions, and EDS will be treated as one
entity.

                                              3
