When Silence Isn’t Enough:
AutoExpo and the Cost of Skipping Confidentiality

September 22, 2025

Some cases don’t change the law so much as they sharpen it. AutoExpo Ent. Inc. v. Elyahou, decided this fall in the Eastern District of New York, is one of those cases. The decision isn’t groundbreaking. It doesn’t rewrite the Defend Trade Secrets Act or ERISA. But it does spotlight a trend we’re seeing more and more: courts demanding rigor, specificity, and proof.

In AutoExpo, a dealership group accused insiders of misappropriating proprietary business processes and misusing retirement plan assets. It’s a classic fact pattern—insider access, alleged disloyalty, litigation to follow. But the results highlight two directions the law is moving: trade secret claims are failing fast without documented secrecy measures, and ERISA fiduciary claims only survive when they are pled with surgical precision.

Trade Secrets: Formality Is the Price of Admission

Trade secret claims in AutoExpo collapsed because the company couldn’t point to the most basic protection: confidentiality agreements. Firewalls, passwords, and vague appeals to fiduciary duties weren’t enough. The court dismissed the DTSA counts, finding that the plaintiffs hadn’t shown “reasonable measures” to protect secrecy under 18 U.S.C. § 1839(3).

This isn’t an outlier. Courts across the country are making clear that formality is the price of admission. In Raben Tire Co. v. McFarland, the absence of protective measures doomed claims. In Big Vision v. DuPont, disclosure without NDAs was fatal. In Elsevier v. Doctor Evidence, general assurances of secrecy went nowhere. And in the Tenth Circuit’s Double Eagle Alloys v. Hooper, even massive downloads of files didn’t carry the day when plaintiffs couldn’t show what was truly secret.

Taken together, these cases mark a shift in tone. Courts are no longer patient with employers who “hope” information is treated as confidential. They expect contracts. They expect access restrictions. They expect proof.

Looking forward, this trend suggests trade secret litigation will get harder at the pleading stage. Plaintiffs who can’t allege NDAs, need-to-know policies, or other concrete measures will see their claims dismissed before discovery even begins. That means companies need to treat confidentiality as a compliance function, not just a best practice.

ERISA: Precision or Bust

On the ERISA side, AutoExpo offers a different but equally telling lesson. Plaintiffs alleged that fiduciaries amended hardship withdrawal rules to benefit insiders and diverted plan assets to personal use. Some of those claims survived. Others didn’t.

The difference? Precision. Where plaintiffs tied specific fiduciary actions to concrete harm in participant accounts, the claims moved forward. Where the allegations blurred together or failed to connect the dots, the claims were dismissed.

This is in line with long-standing precedent. Donovan v. Bierwirth underscored that fiduciaries cannot let self-interest drive their decisions. Varity v. Howe held fiduciaries liable for misleading participants. LaRue v. DeWolff confirmed that participants can recover when misconduct hits their individual accounts. And Retirement Plans Committee v. Jander reminded everyone that ERISA pleadings rise or fall on their specificity.

Looking ahead, courts are signaling that ERISA litigation will continue to tighten around the pleading standard. Fiduciary breach claims are powerful — they cut to the heart of employee benefits — but they won’t survive unless they are meticulously pled and tied to demonstrable harm.

Why This Matters for Businesses

So what does AutoExpo mean for companies outside the courtroom?

• For trade secrets, it’s a call to audit your house. Do you have signed NDAs for every employee, contractor, and vendor with access to sensitive information? Do you restrict access on a need-to-know basis, or is information floating freely? Do you have evidence — logs, policies, training — to show you treated the information as secret? Without these, you don’t have a trade secret claim.

• For ERISA, it’s a warning about fiduciary conduct. Plan amendments, withdrawals, and discretionary decisions must be documented, justified, and demonstrably in the interest of participants. Courts aren’t interested in broad accusations of mismanagement. They want facts that show who did what, and how it harmed accounts.

• For litigation strategy, it’s a reminder that conclusory complaints don’t make it past Rule 12(b)(6). Judges are increasingly quick to dismiss cases that lack contracts, specifics, or evidence of harm.

The Bottom Line

The law here isn’t new, but the tone is. Courts are tightening the screws on trade secret and ERISA claims. AutoExpo is part of a broader story: one in which silence, vagueness, and “everyone knows this was secret” no longer cut it.

For employers and fiduciaries, the message is simple: if you want protection in court, build protection in your business. Put confidentiality in writing. Lock down access. Document fiduciary decisions. Because in 2025 and beyond, the courts aren’t inclined to fill in the gaps for you.