Gentex Corp. v. Crew Systems Corp.

23 Pa. D. & C.5th 99, 2011 Pa. Dist. & Cnty. Dec. LEXIS 441
CourtPennsylvania Court of Common Pleas, Lackawanna County
DecidedMarch 25, 2011
Docketno. 2005-CIVIL-1807
StatusPublished

This text of 23 Pa. D. & C.5th 99 (Gentex Corp. v. Crew Systems Corp.) is published on Counsel Stack Legal Research, covering Pennsylvania Court of Common Pleas, Lackawanna County primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Gentex Corp. v. Crew Systems Corp., 23 Pa. D. & C.5th 99, 2011 Pa. Dist. & Cnty. Dec. LEXIS 441 (Pa. Super. Ct. 2011).

Opinion

MINORA, J.,

FACTUAL BACKGROUND

Defendant in this commercial dispute has filed a number of preliminary objections to the amended complaint of plaintiff. This in turn has fueled numerous preliminary objections to the preliminary objections noted above. Plaintiff has also filed objections to defendant’s amended counterclaim resulting in more preliminary objections to plaintiff’s preliminary objections. They are now all ripe for disposition. Defendant Crew System, Inc. (hereinafter “Crew”) was employed by plaintiff Gentex Corporation (hereinafter “Gentex”) as a sub-contractor in anticipation of submitting a competitive proposal for the design and manufacture of air masks for the United States Air Force (hereinafter “USAF”).

The proposal for the USAF involved air masks to be used by the USAF for their Joint Services Aircrew Mask (hereinafter “JSAM”) project. In furtherance of their goal, Gentex, Crew and a third company, ILC Dover, entered into a teaming agreement on or about May of 2000. This agreement was attached to Gentex’s complaint as Exhibit “A.”

The allegation is that this teaming agreement bound these three parties Gentex, Crew and ILC Dover to be exclusive members of the Gentex team not participating with any other competitor during the JSAM proposal and program.

The rationale for this exclusivity was that Gentex [101]*101anticipated sharing highly proprietary information with Crew and therefore there was an expectation of confidentiality and exclusivity among all team members.

The JSAM program had three distinct phases which were:

(1) Program definition and Risk Reduction (hereinafter “PDRR”).
(2) System Development and Demonstration (hereinafter “SDD”).
(3) Production which would be awarded to the successful SDD contractor.

Additionally, Gentex alleges that all parties to this teaming agreement also agreed that they would keep in confidence all proprietary information belonging to any other team members and neither disclose the confidential information to any third party nor use such information for their own competitive benefit.

Ultimately, the parties worked together to create an initial proposal for the JSAM program. Gentex claimed it shared their highly proprietary and confidential information with Crew and other team members in the formulation of this proposal. The initial Gentex/Crew team proposal to the USAF was unsuccessful and in 2002 the USAF chose to select another competing contractor named Scott. In 2005, the USAF, unhappy with Scott, again sought proposals from manufacturers interested in replacing Scott for the fixed wing portion of the JSAM program.

In response to this second call for JSAM proposals from the USAF, Gentex alleges that Crew elected to [102]*102improperly partner with another manufacturer known as BAE Systems (hereinafter “BAE”) in pursuit of the 2005 JSAM program. Accordingly, Gentex commended this suit on May 5, 2005 to enjoin Crew from pursuing the 2005 JSAM program on its own or in collaboration with BAE or any other potential partner/competitor of Gentex. Gentex further sought to prevent Crew from disclosing any proprietary information, trade secrets or confidential information belonging to Gentex and/or other team members from the original teaming agreements.

Crew argues that the initial contract award by the USAF to Scott effectively terminated the Teaming Agreement. Crew further argues that the conduct of the parties between 2002, the time of the first USAF contract award to Scott, and the time of the second bid in 2005 verifies that the original Teaming Agreement is no longer valid. This argument ignores the time duration language in the original Teaming Agreement which binds the parties, “... during the JSAM proposal and program.” (See clause 1(a) of the Teaming Agreement)

Gentex pursued the 2005 USAF request for proposals and submitted a proposal in November 2005. On April 13, 2006, the Air Force announced its decision to award the JSAM contract to the Gentex team. SSD work on the awarded contract began immediately and was anticipated to last multiple years.

On or about May of 2006, Vision System International (hereinafter “Vision”) announced its intention to solicit proposals from members of the industry who had an interest in supplying a chemical/biological respirator for [103]*103use in connection with the Joint Strike Fighter (hereinafter “JSF”) being developed by Lockheed Martin for the USAF.

The JSF was identified as a fixed wing aircraft on which the JSAM platform may be employed. Accordingly, Gentex alleges that the JSF program became essentially a continuation of the original JSAM program and thus is encompassed by the original Teaming Agreement from 2000.

Despite the Gentex position that the JSF represented a continuation of the JSAM program and was thus covered under the original Teaming Agreement on June 26, 2006 officials from Crew attended a bidders conference either on its own or in conjunction with a bidder who is a Gentex competitor and not within the Teaming Agreement.

PROCEDURAL BACKGROUND

Gentex Complaint/Amended Complaint

This multiyear protracted and tortuous factual history resulted in Gentex filing a four count complaint. Count I alleged a breach of contract essentially alleging that the Teaming Agreement remained in full force and effect and that it was never terminated. It further alleged that Crew materially breached the Teaming Agreement in its collaboration with BAE or any other Gentex competitor on either the JSAM or JSF projects.

Count II of the complaint alleged a violation of the Uniform Trade S ecrets Act (12Pa.C.S.A.§5301).F actually, it stated that Crew has access to Gentex’s information and drawings and improperly misappropriated these Gentexowned trade secrets for Crew’s own benefit. It seeks [104]*104injunctive relief as well as counsel fees and damages as allowed by statute.

Count III seeks a permanent injunction against Crew to enjoin Crew from any pursuit of the JSAM program technology alone or with others. Further, it seeks declaratory relief that the original Teaming Agreements’ non-disclosure provisions remain valid and enforceable.

Count IV alleges a violation of the State of California’s Uniform Trade Secrets Act explaining that the Teaming Agreement includes their choice of law provisions and alleging violations similar to those summarized at Counts I, II and III above.

Gentex later filed an amended complaint consisting of substantially similar allegations to those outlined above on November 20, 2006, factually updating the complaint to the 2005 contract lawsuit.

Crew’s Amended Counterclaim

Not to be outdone in making allegations of misconduct, Crew has filed amended counterclaims to Gentex’s pleadings outlined above.

Crew alleges in its counterclaim that during the initial collaboration with Gentex and ILC Dover during the PDRR and SDD phases of the first USAF proposal, Crew solely designed and developed highly technical components without either technical or financial assistance from either Gentex or ILC Dover.

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Bluebook (online)
23 Pa. D. & C.5th 99, 2011 Pa. Dist. & Cnty. Dec. LEXIS 441, Counsel Stack Legal Research, https://law.counselstack.com/opinion/gentex-corp-v-crew-systems-corp-pactcompllackaw-2011.