A federal court in Virginia granted in part a franchisee’s motion to dismiss the counterclaims filed by franchisor Window Gang, LLC in the parties’ dispute. Willett v. Window Gang, LLC, 2026 WL 575903 (W.D. Va. Mar. 2, 2026).
Timothy Willett and his company, Willett Exterior Services, sued Window Gang seeking damages and rescission of a Window Gang franchise agreement based on fraud- and contract-related theories. Window Gang responded with counterclaims alleging, among other things, that Willett stopped reporting revenue and paying royalties, operated a competing exterior-cleaning business in the protected territory, diverted leads from Window Gang’s call center, and used Window Gang’s confidential information to build the competing business. In considering the franchisee’s motion, the court declined to dismiss Window Gang’s unjust enrichment and quantum meruit counterclaims, allowed Window Gang’s Virginia Uniform Trade Secrets Act and Defend Trade Secrets Act claims to proceed in part, and denied Window Gang’s request for a preliminary injunction.
The court reasoned that, although Virginia law generally bars unjust enrichment and quantum meruit when an express contract governs the parties’ dispute, Window Gang pleaded those quasi-contract theories “in the alternative,” and Willett’s request to rescind the franchise agreement placed the agreement’s validity and enforceability in dispute. On the trade secret claims, the court held that Window Gang was required to identify the alleged trade secrets with sufficient specificity to support a plausible inference of independent economic value and reasonable measures to maintain secrecy. The court found that Window Gang’s generalized allegations about “specialized marketing strategies and materials” and its “confidential brand operations manual” were too conclusory and dismissed the claims insofar as they were based on those asserted trade secrets. By contrast, the court found Window Gang plausibly alleged protectable trade secrets in its flat-rate job pricing formula (and related bidding tools/software) and its call-center lead-tracking system, including the associated leads. The court permitted those aspects of the trade secrets claims to proceed because they were supported by more specific allegations about the unique, non-readily-ascertainable nature of the information, confidentiality restrictions, and misuse to divert leads and provide quotes for the competing business. The court denied preliminary injunctive relief, which Window Gang requested in the counterclaims but not in a separate motion, because Window Gang did not make the required showing of likely irreparable harm and other factors. The court ruled that the Franchise Agreement’s provision that “Franchisor shall be entitled to an injunction . . . in the event of actual or threatened breach of this Section” did not, by itself, satisfy Window Gang’s obligation to establish irreparable harm.