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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO

Civil Action No. 1:25-cv-03285-NYW-MDB

TLINGIT HAIDA TRIBAL BUSINESS CORPORATION,

Plaintiff

v.

RHIANNA COMBS and OneProMom, LLC
d/b/a COMBS CONSULTING, LLC,

Defendants.

PARTIAL MOTION TO DISMISS PLAINTIFF'S FIRST AMENDED COMPLAINT

Defendants, through their undersigned attorneys, hereby moves to partially dismiss Plaintiff's First Amended Complaint ("FAC") (InL. p1-1 (ECF No. 24) No. 24). As grounds for dismissal, Defendants state:

I. CERTIFICATE OF CONFERRAL

Pursuant to InL. p1-2 NYW Civ. Practice Standard 7.1B(b) 7.1B(b), Parties conferred extensively regarding the instant motion on January 13, 2026, prior to the filing of the FAC. Plaintiff opposes the relief requested herein.

II. INTRODUCTION

After Ms. Combs filed a CCRD charge alleging gender discrimination and retaliation, Plaintiff THTBC suddenly became concerned about (1) an eight-year-old non-compete agreement, to which Plaintiff is not even a party, and (2) Defendants' use of Plaintiff's supposedly confidential information that Plaintiff had done nothing to protect. For nine months after terminating Ms. Combs's employment, and for four

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months after Combs Consulting launched its website, THTBC took no action regarding an alleged misuse of its information or violation of any agreement. Only after Ms. Combs invoked civil rights protections did this lawsuit materialize.

The claims challenged in this motion share a common thread—they lack foundational elements required by law. Plaintiff cannot:

• enforce a contract between Ms. Combs and a separate corporate entity, T&H, where no assignment occurred and Plaintiff has no third-party beneficiary status;
• claim trade secret protection over information it failed to protect through reasonable, ongoing measures, particularly where it waited nine months to act and never demanded return of allegedly misappropriated materials;
• state a civil theft claim where it never lost access to any information and Ms. Combs openly advertised the information as legally shareable; and
• invoke consumer protection laws designed to protect the public in a private dispute between two government contractors.

Therefore, the Court should dismiss those claims with prejudice.

III. ARGUMENT

A. Legal Standard: Plaintiff Must Plead Facts Plausibly Alleging Its Claims.

To survive a motion to dismiss under InL. p2-1 Rule 12(b)(6) 12(b)(6), a plaintiff must plead sufficient "factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." InL. p2-2 Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). Moreover, courts need not "accept as true a legal conclusion couched as a

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"factual allegation." InL. p3-1 Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). As explained below, Plaintiff's FAC fails to meet that standard.

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B. Breach of Contract Claim Fails for Lack of Privity.

The Tenth Circuit and Colorado Courts have held that a "parent company has a separate corporate existence and is treated separately from the subsidiary." InL. p4-1 Benton v. Cameco Corp., 375 F.3d 1070, 1081 (10th Cir. 2004)); InL. p4-2 National Propane Corp. v. Miller, 18 P.3d 782, 785-86 (Colo. App. 2000)) (only a company to which a non-compete agreement was legally assigned can enforce the agreement). Based on these principles, this Court dismissed an employer's breach of contract claim against a former employee where only the employer's parent was a party to the InL. p4-3 Cont'l Credit Corp. v. Garcia, Civil Action No. 15-cv-1251-NYW, 2016 U.S. Dist. LEXIS 18353 (D. Colo. Feb. 16, 2016)). The court explained that (1) the contract was "completely devoid of any mention of [the employer] or any other affiliated corporation" and (2) the contract's reference to the parent company by name "shows that the agreement pertains [only to the parent company] and is not used as a blanket term to refer to ... separate corporations." Id. at *13-14.

Here, FAC admits that Plaintiff is not a party to the contract it is trying to enforce: "the parties named on the Agreement are Ms. Combs and T&H." (InL. p4-5 ECF No. 24 ¶111). As explained below, Plaintiff's attempt to circumvent the lack of privity fails because (1) the Agreement's plain terms contradict FAC's conclusory allegations about the contracting parties, (2) no valid assignment from T&H to THTBC occurred, and (3) THTBC lacks third-party beneficiary status.

4

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1. Plain Language of the Agreement Controls Contract Interpretation, Not FAC's Contradictory Allegations or Extrinsic Evidence.

Seeking to rewrite the contract's plain terms through conclusory allegations, FAC impermissibly alleges facts that directly contradict the Agreement it attached as an exhibit. As explained below, those allegations are not entitled to a presumption of truthfulness.

In the Tenth Circuit, "if there is a conflict between the allegations in the complaint and the content of the attached exhibit, the exhibit controls." InL. p5-1 Brokers' Choice of Am., Inc. v. NBC Universal, Inc., 861 F.3d 1081, 1105 (10th Cir. 2017)) (affirming InL. p2-1 Rule 12(b)(6) 12(b)(6) dismissal). Because FAC alleges only one Agreement, averments contradicting this Agreement are conclusory allegations masquerading as facts and therefore "not entitled to an assumption of truth." InL. p5-2 Iqbal, 556 U.S. at 679.. Moreover, where the contract is unambiguous, no extrinsic evidence is allowed. The InL. p5-3 Garcia, at *14-15 Court explained that "courts should not rewrite the provisions of an unambiguous document, but must enforce an unambiguous contract in accordance with the plain and ordinary meaning of its terms. This is particularly true when enforcing covenants not to compete, which are disfavored under Colorado law." Garcia, at *14-15 (citations omitted) (emphasis).

Here, FAC does exactly what the Tenth Circuit disallows: attempts to mask a foundational failure – lack of privity – through strategic omissions and assertions contradicting the Agreement's plain terms:

• "THTBC and Ms. Combs entered into the Agreement on September 20, 2018," and "all parties understood and confirmed by their actions ... that the Agreement was intended to be between Ms. Combs and THTBC

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Parent." (InL. p6-1 ECF No. 24, ¶¶110-111), though the Agreement mentions only T&H and no other entity (InL. p6-4 ECF No. 24-1 at 1 No. 24-1), and

• "Under the Agreement," Ms. Combs owes numerous duties to THTBC Parent, though the Agreement mentions no duties to THTBC. (InL. p6-3 ECF No. 24, ¶116).

The Agreement itself contradicts each of these assertions: the Agreement

• states it is "made by and between T&H Services LLC...and Rhianna L. Combs" (InL. p6-2 ECF No. 24-1 No. 24-1 at 1).
• defines "Company" exclusively as "T&H Services LLC" throughout its terms, (Id.)
• precludes any "understanding" about the real contracting party not mentioned in the Agreement: "This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements of the parties, whether oral or written." (Id. at § 9(C)).

Therefore, because FAC allegations (1) contradict the plain language of the Agreement and (2) introduce extrinsic evidence where the Agreement is unambiguous, the Court need not accept as true any allegations unsupported by the Agreement's plain language.

1. T&H Never Assigned the Contract to THTBC; Therefore, THTBC is Not a Real Party in Interest.

Rather than plead facts showing T&H's assignment of the Agreement to THTBC Parent (such as a written instrument), FAC nakedly avers that THTBC Parent

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"constituted a successor or assignee" of T&H solely because of Ms. Combs's transition from T&H to THTBC Parent. (InL. p7-4 ECF No. 24-1 at §9(F)-(G) No. 24, ¶112).

In National Propane Corp. v. Miller, the contract permitted automatic assignment to "subsidiaries or affiliates of the buyer." 18 P.3d at 785. Because three of the four corporate plaintiffs were not subsidiaries or affiliates of the buyer at contract execution, the Court dismissed those nonparty plaintiffs from the case. Id.

Here, though the Agreement allows assignment to "successors and assigns," (InL. p6-2 ECF No. 24-1 No. 24-1 at §9(F)-(G)), its terms do not include (1) an assignment to an entity to which the employee transitions, or (2) any other automatic assignment mechanism. The assignment allegation, therefore, constitutes a legal conclusion unentitled to a presumption of truth. Thus, under Miller, FAC fails to allege that THTBC is either T&H's assignee or a successor in interest.

1. THTBC is Not a Third-Party Beneficiary to the Contract.

Because THTBC is not a party to the Agreement, the only remaining legal theory that could allow THTBC to enforce the Agreement is third-party beneficiary status. In Colorado, a "person not a party to an express contract may bring an action on such contract if the parties to the agreement intended to benefit the non-party, provided that the benefit claimed is a direct and not merely an incidental benefit of the contract." InL. p7-5 Bewley v. Semler, 432 P.3d 582, 587 (Colo. 2018)). Here, the Agreement contains no provision defining Plaintiff as a third-party beneficiary. Any potential benefit Plaintiff derived from the Agreement was incidental, not direct.

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C. DTSA & CUTSA Claims Fail Because THTBC Failed to Allege Reasonable, Ongoing Secrecy Measures.

The DTSA and CUTSA define trade secrets as information whose owners must take "reasonable measures to keep ... secret." 18 U.S.C. § CITATION:inline-p8-1:5(A); C.R.S. § 7-74-CITATION:inline-p8-2:6. To satisfy the "reasonable measures" requirement, the trade secret owner must "take ongoing measures ... reasonable under the circumstances to maintain its secrecy, or else a trade secret loses its status as a trade secret," InL. p8-3 Snyder v. Beam Techs., Inc., 147 F.4th 1246, 1255 (10th Cir. 2025)) (emphasis), because trade secret disclosure extinguishes the property right in the alleged trade secret. Sw. InL. p8-4 Sw. Stainless, Ltd. P'ship v. Sappington, 582 F.3d 1176, 1190 (10th Cir. 2009)); InL. p8-5 Double Eagle Alloys v. Hooper, 134 F.4th 1078 (10th Cir. 2025)). Crucially, alleging "general protective measures" will not avoid dismissal: a FAC must allege protective measures "designed to protect the disclosure of information." InL. p8-6 Buffets, Inc. v. Klinke, 73 F.3d 965, 969 (9th Cir. 1996)).

Here, Plaintiff's alleged secrecy measures fail as a matter of law for several independently fatal reasons. First, courts have denied trade secret status even to plaintiffs with enforceable confidentiality agreement of "only a limited duration," explaining that, once the "confidentiality obligation (assuming arguendo one exists) expires, so does the trade secret protection." InL. p8-7 Structured Capital Sols., LLC v. Commerzbank AG, 177 F. Supp. 3d 816, 835-36 (S.D.N.Y. 2016)). Here, the parties lack any confidentiality agreements; in their absence, (1) Ms. Combs lacks any post-employment confidentiality obligations to THTBC, and (2) THTBC lacks trade secret protection.

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Finally, FAC's reliance on the Employee Handbook as a source of duty of confidentiality fails. (InL. p9-1 ECF No. 24, ¶¶41-49 No. 24, ¶¶41-49). The InL. p9-2 Ex. A, THTBC Handbook at 1 disclaims a contractual relationship, stating, "This Code is not an employment contract." (Ex. A, THTBC Handbook at 1). Courts reject handbooks as a source of post-employment obligations where plaintiffs insufficiently pled "facts to support a plausible claim that the Handbook ... is a legally-enforceable contract." InL. p9-3 Romstad v. City of Colo. Springs, Civil Action No. 14-cv-3508-CMA-CBS, 2015 U.S. Dist. LEXIS 105239, at *8 (D. Colo. Aug. 10, 2015)).

In sum, by failing to secure confidentiality, demand the return of its confidential information, or timely seek relief, THTBC has shown indifference to its alleged secrets.

D. Civil Theft Claim Fails Because Plaintiff Cannot Allege Defendants' Intent to Permanently Deprive Plaintiff of Its Property.

The civil theft claim fails because FAC does not allege Defendants' intent to permanently deprive Plaintiff of the property.

The Colorado civil theft statute "provides ... civil remedies to the owner of stolen property." InL. p9-4 Huffman v. Westmoreland Coal Co., 205 P.3d 501, 509 (Colo. App. 2009)). To prevail, plaintiff must prove defendant's "specific intent to permanently deprive him of the benefit of the property." Id. The Tenth Circuit held that "accessing and viewing electronic information without authorization, where that information remains accessible to the rightful owner, cannot constitute civil theft under Colorado law because it fails to establish the required element of intent to permanently deprive the owner of property." InL. p9-6 Seale v. Peacock, 32 F.4th 1011, 1028 (10th Cir. 2022)).

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Here, FAC's own allegations demonstrate that THTBC Parent never lost access to any information in its systems: FAC merely alleges that Ms. Combs forwarded emails to her personal account (InL. p10-1 ECF No. 24 at ¶¶70-79 No. 24 at ¶¶70-79) and printed hard-copy documents from THTBC Collective's servers. (Id. ¶82). THTBC Parent does not allege loss of access to that information, therefore pleading itself out of court.

Finally, THTBC admits that Ms. Combs advertised the information as "legally shareable," (Id. ¶InL. p10-3 Id. ¶175), further negating specific intent. By characterizing the information as 'legally shareable,' Ms. Combs asserted a good-faith belief in her right to possess and share the information. Such good-faith belief, even if mistaken, defeats the specific intent to permanently deprive THTBC of its property. InL. p10-4 Huffman, 205 P.3d at 509.

E. CUDTPA Claim (1) Does Not Apply Where the Consumer is the Government Consumers and (2) Fails to Plead Public Impact.

Colorado Consumer Protection Act (CUDTPA), C.R.S. §§ 6-1-InL. p10-5 C.R.S. §§ 6-1-101, requires Plaintiff to plead that Defendants' conduct significantly impacted the public as actual or potential consumers of Defendants' services. InL. p10-6 Hall v. Walter, 969 P.2d 224, 240 (Colo. 1998)). Therefore, plaintiffs "cannot seek relief under the [CUDTPA]" if they allege only "a private wrong." InL. p10-7 Sewell v. Great N. Ins. Co., 535 F.3d 1166, 1174 (10th Cir. 2008)); InL. p10-8 Tara Woods Ltd. P'ship v. Fannie Mae, 731 F. Supp. 2d 1103, 1123 (D. Colo. 2010)) (where "the challenged conduct" involves "a breach of a private contract...it is difficult to conceive of a public interest in the matter").

Moreover, CUDTPA does not apply to "conduct in compliance with the...rules of ...a federal, state, or local government agency." Rector v. City & Cty. of Denver, 122 P.3d 1010, 1017 (Colo. App. 2005). Here, FAC describes a dispute between two

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government contractors competing for the same opportunities from the federal government—precisely the type of private business dispute Courts have routinely dismissed. Moreover, FAC pled no "significant[] impact [on] the public as actual or potential consumers of the defendant's services." InL. p11-1 Hall, 969 P.2d at 228. Contrarily, both parties aim their services at a single consumer—the federal government. (InL. p11-2 ECF No. 24, ¶¶ 10, 90, 180, 198). This type of dispute falls squarely outside CUDTPA's scope, requiring the claim's dismissal.

IV. CONCLUSION

WHEREFORE, Defendants respectfully request the Court dismiss Plaintiff's First, Third, Fourth, Sixth, and Seventh Claims for Relief.

Respectfully submitted this 27th day of February 2026.

/s/ Marianna McLean
Diane S. King
Marianna McLean
King Employment Law
1670 York Street, Denver, CO 80206
303-479-3997
king@kingemploymentlaw.com
mclean@kingemploymentlaw.com

Attorneys for Defendants

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Certification Re: Use of Generative Artificial Intelligence ("AI") for Drafting

The undersigned counsel certifies that generative artificial intelligence—specifically, Eve Legal—was used to draft this filing. I further certify that Defendants were advised of and consented to such use. All cited authority was manually reviewed by counsel of record.

/s/ Marianna McLean
Marianna McLean, Attorney

Certificate of Service

I hereby certify that on February 27, 2026, I electronically filed and/or electronically mailed the foregoing PARTIAL MOTION TO DISMISS PLAINTIFF'S FIRST AMENDED COMPLAINT to the following:

Danielle S. Urban
Adrian Salmen
FISHER & PHILLIPS LLP
1125 17th Street, Suite 2400
Denver, CO 80202
303-218-3650
durban@fisherphillips.com
asalmen@fisherphillips.com

Attorneys for Plaintiff

/s/ Kayla Smith
Kayla Smith, Paralegal

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