The district court in Cornerstone Assurance Group v. Harrison discusses the Federal court plausibility standard for pleadings and considers whether Illinois’s marital privilege statute defeats an insurance broker’s trade secrets suit against a former employee.
The defendant signed an employment contract that contained a confidentiality provision covering plaintiff’s financial information, marketing plans, client leads, prospects, and lists along with fee schedules, and computer software. Plaintiff paid defendant $1,000 not to disclose plaintiff’s confidential information.
The plaintiff alleged the defendant disclosed the information – including a protected client list and private medical data – to her husband, who worked for a competing broker. The plaintiff alleged the competitor used that information to recruit plaintiff’s employees. The defendant moved to dismiss the plaintiff’s claims under Rule 12(b)(6).
Trade Secrets Claim
Denying the motion, the court first looked to the pleading requirements of a claim under the Illinois Trade Secrets Act (ITSA), 765 ILCS 1065/1, et seq.To prevail on a claim for misappropriation of a trade secret under the [ITSA], the plaintiff must demonstrate (1) the information at issue was a trade secret, (2) that the information was misappropriated, and (3) that it was used in the defendant’s business.
ITSA defines a trade secret as information, data, a formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, or list of actual or potential customers or suppliers, that is (1) sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (20 is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. 765 ILCS 1065/2(d)
The law does not confer trade secret status for information “generally known or understood within an industry even if not to the public at large.” A plaintiff also foregoes trade secret protection where it fails to take affirmative measures to keep others from using the proprietary information. In addition to these statutory guideposts, Illinois case law considers several additional factors that inform the trade secrets analysis. These include: (1) the extent to which the information is known outside of the plaintiff s business; (2) the extent to which the information is known by employees and others involved in the plaintiff s business; (3) the extent of measures taken by the plaintiff to guard the secrecy of the information; (4) the value of the information to the plaintiff s business and to its competitors; (5) the amount of time, effort and money expended by the plaintiff in developing the information; and (6) the ease or difficulty with which the information could be properly acquired or duplicated by others. No one factor predominates but the more factors present increases plaintiff’s chances of establishing a trade secret.
The Court held the plaintiff alleged sufficient facts to show that some of the information allegedly misappropriated was a trade secret. Under Illinois law, a list of actual or potential customers as well as insurance claims data can qualify as a trade secret under certain facts. The plaintiff’s Complaint allegations that it spent several years developing the confidential data at issue and that it wasn’t accessible to others satisfied the pleading requirements for a valid trade secrets case.
Marital Communications Privilege
The Court held it was too soon to address Defendant’s argument that the marital privilege statute negated Plaintiff’s claims. The marital privilege attaches to husband and wife communications. But a spouse’s communication to a third party waives the privilege and a litigant is free to use that communication against its adversary. The marital privilege also doesn’t extend to subsequent uses of protected communication. See 735 ILCS 5/8-801 (husband and wife may not testify to communication or admission made by either of them to each other.)
While the court opted to table the privilege issue until after discovery, the Court noted the plaintiff alleged the defendant disclosed trade secrets not only to her husband but to a third party – the husband’s employer. Since the Complaint established it was possible the defendant shared information with someone other than her husband, the marital privilege didn’t bar plaintiff’s claims at the case’s pleading stage.
Afterwords
This case represents a court flexibly applying Rule 12’s plausibility standard in the trade secrets context. Solidifying the proposition that a plaintiff doesn’t have to plead evidence or try its case at the pleading stage, the Court makes clear that disclosure of a trade secret to even a single competitor can satisfy the misappropriation prong of a trade secrets claim. Harrison also shows the marital communications privilege won’t apply to information that escapes a husband-wife union. A complaint’s plausible allegation that protected information went beyond the confines of the marital union nullifies the marital privilege.