I don't want to go into the details of how they violated my employment agreement here but that's what happened. In order for the company acquisition to go through, all of the company executives had to sign an employment agreement promising to stay on for at least one year. Two months after signing the agreement, they violated a clause in the agreement. They did something they should not have done and they knew it. I could have sued but because it was my families business before the acquisition and there was already turmoil amongst the hundreds of employees that I grew up with, I let it go. I got a substantial amount of money when the company was sold. I also received one year compensation as a result of them violating my employment agreement. No other agreements were signed after that. I even tried to negotiate getting more money by offering to sign a non-disclosure, non-compete and non-disparagement agreement but they declined. They didn't want to or couldn't pay me more than what they already paid me.
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Company Secret
- Thread starter JasonKal
- Start date
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I don't want to go into the details of how they violated my employment agreement here but that's what happened. In order for the company acquisition to go through, all of the company executives had to sign an employment agreement promising to stay on for at least one year. Two months after signing the agreement, they violated a clause in the agreement. They did something they should not have done and they knew it. I could have sued but because it was my families business before the acquisition and there was already turmoil amongst the hundreds of employees that I grew up with, I let it go. I got a substantial amount of money when the company was sold. I also received one year compensation as a result of them violating my employment agreement. No other agreements were signed after that. I even tried to negotiate getting more money by offering to sign a non-disclosure, non-compete and non-disparagement agreement but they declined. They didn't want to or couldn't pay me more than what they already paid me.
justalayman
Senior Member
Nobody here, lawyer or not, can completely answer your question. Nobody here has all the facts that would be required to be able to do so.
Bottom line;
Trade secrets are protected information. There is a great chance you would lose a civil suit if you followed through on your proposal. In addition to that, depending on facts not known, it could become a criminal matter.
If you still are considering going ahead with your idea, you need to sit down with a lawyer who you can provide all the information to after which they can give you an opinion.
Bottom line;
Trade secrets are protected information. There is a great chance you would lose a civil suit if you followed through on your proposal. In addition to that, depending on facts not known, it could become a criminal matter.
If you still are considering going ahead with your idea, you need to sit down with a lawyer who you can provide all the information to after which they can give you an opinion.
quincy
Senior Member
What I have quoted above of your post, justalayman, is the key to any defense JasonKal might have if he were to disclose the secret recipe to others outside the company or companies involved.
A company that has not taken appropriate measures to keep a secret confidential may no longer have this secret protected by law as a trade secret. The secret, essentially, falls into the public domain.
I have some question as to how the secret recipe was protected if all of the employees of the company knew the secret. Without specific confidentiality/non-disclosure agreements written and signed by the employees who were given access to the recipe, a company would need to have taken other steps to ensure the recipe remained confidential. This could be possible if a company is a small, family-owned business with few employees. It could be accomplished through posted warnings throughout the company buildings, and it could be accomplished through notifying all employees personally that the information they were handling was to remain confidential. You have a duty of trust.
But ensuring confidentiality becomes more difficult the larger the company is (which is why large companies require signed confidentiality/non-disclosure agreements and limit exposure to the secret to those who need to know).
I am not saying, by the way, that JasonKal should want to be a person who attempts to show a court that the trade secret is not really a trade secret and the company failed to protect it properly. The penalties for losing a trade secret action are too severe and he is likely to lose.
At any rate, I think JasonKal has already indicated that, although he mulled over what would happen if he were to sell the recipe online, he has no real intention of testing the law by doing so.
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quincy
Senior Member
I find it curious that so many post are now missing from this thread...
Are many still missing? I don't know what was posted originally.
Just Blue
Senior Member
quincy
Senior Member
Yup.
**************.
I see that some posts are edited ... but my post asking for beer is still in place. That at least shows that all of the important posts were left alone.
Just Blue
Senior Member
I see that some posts are edited ... but my post asking for beer is still in place. That at least shows that all of the important posts were left alone.
I flipping LOVE you Quincy!!
(in the way of notevermeetingyoulovecanhappen)
justalayman
Senior Member
Quincy, op had said other employees were required to sign various forms one being described as possibly containing a non-disclosure agreement. If I recall correctly op didn't sign what everybody else was required to.
The fact op believes he can charge a considerable sum of money to sell the secret suggests the company has in fact taken steps to keep the information within the confines of the company
The fact op believes he can charge a considerable sum of money to sell the secret suggests the company has in fact taken steps to keep the information within the confines of the company
quincy
Senior Member
It appears that both the family company and the new company consider the recipe a trade secret and, if JasonKal was intending to sell the recipe for a large sum of money, that indicates he considered it, if not a trade secret, at least a valuable company asset.
JasonKal said that he signed an employment agreement with the new company (which probably included a non-disclosure clause) but he also said the contract was terminated after two months. I don't really know what he means by "terminated" (voided? revoked?) or whether he could still be held to its terms. As you said earlier, Jason provided few details and we have few facts.
My previous post was just to provide the only defense for JasonKal that I could think of offhand, if he were to attempt his sale and legal action was taken against him. If the family company did not take reasonable measures to protect the secret and prevent employees from disclosing it to others, the recipe might not be protectable as a trade secret.
(ditto, Blue
)