Agreement Prohibiting Disclosure Not Required For Uniform Trade Secrets Act Misappropriation Claim
05/20/08
Sales representative and employer signed an agreement containing a number of employment clauses. The agreement incorporated a schedule setting forth employee’s compensation for one year. Employee resigned two years later. Employer filed suit alleging employee worked for employer’s direct competitor, actively soliciting employer’s customers in breach of the non-competition and non-solicitation covenants of the agreement and that employee misappropriated employer’s trade secrets in violation of the Missouri Uniform Trade Secrets Act. Employee argues that the one year expiration of the compensation schedule was incorporated into the agreement and thus the agreement with the anti-competition clauses expired after employee’s first year of service. Trial court agreed. Court of Appeals reverses on the basis that “the ‘Employment and Duties’ clause of the [a]greement used limiting language to incorporate [the one year compensation schedule] for the limited and specific purpose of setting out salary and compensation, and the plain language of [the agreement and the schedule] indicates that reference to [the compensation schedule] was for the specific purpose of incorporating into the [a]greement the compensation and benefit provisions in [the compensation schedule] and for no other purpose. Accordingly, [the one year] expiration date did not apply to the [a]greement, and the [a]greement was still in effect at the time employee terminated his employment. Employee was bound by the provisions of the [a]greement at that time.”
The Missouri Uniform Trade Secrets Act “does not require the existence of an agreement for a misappropriation of trade secrets action to lie. A party can establish a misappropriation claim under [the act] without showing the existence of an agreement.” Wilson Manufacturing Company v. Fusco, Docket Nos. ED89661 & ED89912 (Mo.Ct.App.E.D. May 20, 2008).
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