East Coast Paving & Sealcoating, Inc. v. Emery

32 Pa. D. & C.5th 313
CourtPennsylvania Court of Common Pleas, Lawrence County
DecidedAugust 22, 2013
DocketNo. 11356 of 2012
StatusPublished

This text of 32 Pa. D. & C.5th 313 (East Coast Paving & Sealcoating, Inc. v. Emery) is published on Counsel Stack Legal Research, covering Pennsylvania Court of Common Pleas, Lawrence County primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
East Coast Paving & Sealcoating, Inc. v. Emery, 32 Pa. D. & C.5th 313 (Pa. Super. Ct. 2013).

Opinion

MOTTO, P.J.,

Before the court for disposition are the preliminaiy objections of the defendants, Michael and Paula Emery, to plaintiff’s complaint. The complaint consists of three counts. Count 1 seeks recovery for misappropriation of trade secrets. Counts 2 and 3 seek recovery for intentional interference with contractual relations. Count 2 relates to defendants’ alleged interference with an employment contract between plaintiff and a one Charles R. Parks which prohibited Parks from competing with plaintiff upon termination of his employment and from disclosing trade secrets. Count 3 relates to defendants’ alleged interference with existing customers and prospective customers of plaintiff by inducing those customers to do business with defendants instead of plaintiff.

Defendants’ preliminary objections contend that [315]*315plaintiff has failed to state a cause of action as to each count and further contends that the complaint fails to conform to law and rule of court because of a lack of specificity in violation of Pa.R.C.P. 1019(a) and (f).

The facts hereinafter set forth are alleged in plaintiff’s complaint.

Plaintiff is engaged in the business of paving and sealcoating. Charles R. Parks was employed by plaintiff from October, 2006 to September, 2009 as an “at will” employee. In consideration for his employment with plaintiff, Parks signed an employee non-compete agreement as part of plaintiff’s “Employee Guidelines Company Policy.” The agreement restricted Parks from owning, managing, operating, consulting with or being employed by a business substantially similar to, or competitive with, plaintiff’s business and from disclosing or using on his own behalf trade secrets, customer information, confidential data gained through employment, or otherwise utilizing the good will of plaintiff. The restriction applied to business within one hundred miles of the location of plaintiff’s place of business for a period of one and one-half years from the date of termination of Park’s employment with plaintiff.

Parks performed paving and sealcoating work for plaintiff in the course of his employment and was provided access to customer information and confidential business information. Parks was advised that customer information was considered a trade secret. Parks, as well as other employees, was provided with customer information on a need-to-know basis.

At some point during his employment with plaintiff, [316]*316Parks prepared to start a new business called “Emery’s Sealcoating” with family members, including the defendants Michael and Paula Emery. The defendants had knowledge of Parks’ agreement with plaintiff and Parks’ duty of secrecy regarding customer lists and information, but encouraged Parks to steal information from plaintiff’s client list for the purpose of soliciting business for Emery’s Sealcoating.

While Parks was employed by plaintiff he did steal information regarding plaintiff’s customers that Parks and defendants intended to use to benefit the business of Emery’s Sealcoating.

After Parks termination of employment with plaintiff in September of 2009, Parks began business operations with Emery’s Sealcoating. Defendants assisted Parks in establishing Emery’s sealcoating and acquiring business by contacting and soliciting business from customers Parks became aware of through his employment with plaintiff. The business of Emery’s Sealcoating was substantially similar to the work performed by plaintiff. Parks thereafter died and the defendants herein continue to do business as Emery’s sealcoating in competition with plaintiff utilizing plaintiff’s customer information which parks improperly obtained from plaintiff.

Plaintiff contends that the customer information stolen by Parks and used by defendants constitutes a trade secret within the meaning of 12 Pa.C.S. §5302 of the Pennsylvania Uniform Trade Secrets Act and that in violation of the act, defendants misappropriated the said trade secrets by utilizing improper means to obtain the customer information.

[317]*317Plaintiff further contends that defendants have engaged in intentional interference with the contractual relations that existed between plaintiff and Parks by encouraging Parks to violate the employment agreement by misappropriating customer information with specific intent to harm plaintiff; by disrupting existing contractual relations or preventing further contractual relations with the said customers from being formed; and by entering into a business in competition with Plaintiff in violation of the non-compete agreement.

Plaintiff further alleges that the defendants, in combination with Parks, have engaged in intentional interference with contractual relations that existed between plaintiff and its customers and also interfered with prospective contractual relations with third party customers that were solicited by Parks. In so doing, defendants and Parks specifically intended to harm plaintiff’s contractual relations with customers and to prevent prospective relations from occurring when they solicited the business of such customers with the intent to acquire their business for their business operations under Emery’s Sealcoating.

Preliminary Objection in the Nature of a Motion to Dismiss Count 1 — Failure to State a Cause of Action for Misappropriation of Trade Secrets

Defendants contend that plaintiff has failed to plead a cause of action for misappropriation of trade secrets against defendants Emery with particularity and have failed to provide the material facts upon which the claim against defendants is based. The preliminary objection recites that plaintiff has failed to plead that either defendant, Michael [318]*318Emery or Paula Emery, entered into any agreement with Parks to perform the alleged unlawful act of stealing trade secrets, or otherwise consented thereto, and that plaintiff has failed to plead facts that support the contention that the defendants acted with an evil motive.

In their brief, defendants argue that plaintiff has alleged insufficient facts to qualify any customer list as a trade secret or to otherwise demonstrate that any client information is entitled to trade secret protection and has failed to provide in the complaint factual background to support the contention that the defendants learned about the customer information from parks, with notice that the customer information was a secret and that Parks discovered the information by improper means. Defendants argue that plaintiff has not stated facts to support the assertion that defendants were on notice of the secrecy of the customer information.

A cause of action for misappropriation of a trade secret is governed by the Pennsylvania Uniform Trade Secrets Act (“PUTSA”), 12 Pa.C.S.A. §5301 et seq. PUTSA defines a “trade secret” as follows:

Information, including a formula, drawing, pattern, compilation including a customer list, program, device, method, technique or process that:
(1) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use;
(2) is the subject of efforts that are reasonable under the [319]*319circumstances to maintain its secrecy.

12 Pa.C.S.A. §5302.

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Bluebook (online)
32 Pa. D. & C.5th 313, Counsel Stack Legal Research, https://law.counselstack.com/opinion/east-coast-paving-sealcoating-inc-v-emery-pactcompllawren-2013.