My response:
I do enjoy having discussions with you. Yes, you are correct that we were closer together in this matter than I first opined. But, in my defense, it seemed, at least to me, that you gave our writer the "impression" that there may be nothing, or very little, he could do against this miscreant. I guess, that's where I took my flight of fancy thinking that we disagreed.
Anyway, as an extra bonus, the following should be helpful to our writer:
While the following is an example of a California Complaint for Breach of Confidence, I'm sure that our writer, should he wish to take action, could "massage" it for use in Tennessee. Hey, it's his only chance ! And who knows, he could hit the jackpot.
Also, I encourage our writer to search the Internet for "Confidentiality Agreement" for the future. That way, when he has to discuss his "plans" with anyone in the future, he'll be prepared. There are a plethora of different agreements on the Net - - find one closest to your situation and "massage" it also, to meet your specific needs.
Complaint for breach of confidence
_________[Name, office address, telephone number, and
state bar number of attorney]
Attorney for Plaintiff
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF _________
_________[Name],
a California corporation, Case No. _________
Plaintiff, COMPLAINT FOR DAMAGES,
ACCOUNTING,
vs.
AND INJUNCTIVE RELIEF
_________[Name], (BREACH OF CONFIDENCE)
a _________ corporation,
and DOES 1 through
20, inclusive,
Defendants.
____________________________________________________________
Plaintiff alleges:
1. Plaintiff, _________[name], is now, and at all times mentioned in this complaint was, a corporation organized and existing under the laws of the State of _________ and doing business as a _________[describe business, for example: telephone cable counting contractor]. Plaintiff has registered with the Secretary of State of California as required by Corporations Code section 15692. Plaintiff’s principal place of business is in _________ County, California.
2. Defendant, _________[name], is now, and at all times mentioned in this complaint was, a corporation organized and existing under the laws of the State of _________ and doing business as a _________[describe business, for example: telephone cable counting contractor and a telephone company]. Defendant has registered with the Secretary of State of California as required by Corporations Code section 15692. Defendant’s principal place of business is in _________ County, California.
3. Plaintiff is unaware of the true names and capacities of defendants Does 1 through 20, inclusive, and each of them, and therefore sues these defendants by these fictitious names. Plaintiff will ask leave to amend this complaint to state their true names and capacities when ascertained. Plaintiff is informed and believes, and on that basis alleges, that each of the defendants named as a Doe was in some manner responsible for the injury and damage suffered by plaintiff as alleged in this complaint. Plaintiff is informed and believes, and on that basis alleges, that some of the defendants were the agents and employees of their codefendants, and each of them, and in doing the things alleged in this complaint were acting within the scope of their authority as agents and employees, with the permission and consent of their codefendants.
4. Since _________[date], plaintiff has devoted over _________ hours and $_____ to develop a novel and unique idea for _________[describe idea, for example: forms used to compile information gathered in counting cable, part of the process of taking inventory of telephone systems]. Details of plaintiff’s ideas for the _________[describe idea, for example: form] had not been disclosed to the public generally or to persons in the industry.
5. On or about _________[date], plaintiff met with defendant, _________[name], at _________[specify place, for example: defendant’s office]. At the meeting, plaintiff stated that plaintiff had developed a new _________[describe idea, for example: form] and briefly described it to defendant. Plaintiff stated that plaintiff was willing to offer a detailed description of the _________[describe idea, for example: form] to defendant on a confidential basis so that defendant could decide whether defendant was interested in purchasing from plaintiff the right to use, produce, and sell the _________[describe idea, for example: form].
6. Plaintiff made it clear that defendant could reject receipt of the information on a confidential basis.
7. Defendant then indicated that defendant was interested in looking over plaintiff’s materials on the _________[describe idea, for example: form], and plaintiff then delivered the materials to defendant. _________[If appropriate, add: Each page of the materials was clearly marked "Confidential Property of _________ (plaintiff’s name).]
8. Defendant later refused to return calls from or to meet with plaintiff. Within _________[time period] after the meeting with defendant, plaintiff saw that the _________[describe idea, for example: form] was being used by defendant and distributed to those hired by defendant to _________ [count cable or as the case may be]. The _________[describe idea, for example: form] used by defendant was substantially similar to that disclosed by plaintiff to defendant, in that _________[specify similarities].
9. Defendant violated defendant’s duty to protect the confidentiality of plaintiff’s idea by using the _________[describe idea, for example: form] for defendant’s own economic benefit in defendant’s own business and disclosing it without plaintiff’s consent.
10. At no time did defendant offer to purchase the _________[describe idea, for example: form] from plaintiff or offer plaintiff any compensation for the use of the idea. At the time plaintiff offered the confidential idea to defendant, the confidential idea had a reasonable value of $_____.
11. In the absence of an injunction, defendant will continue to violate plaintiff’s rights in the ways discussed above. Because of this, and because defendant is in direct competition with plaintiff, use of a product copied from plaintiff’s ideas will mean that defendant will inevitably continue to wrongfully disclose and use plaintiff’s confidential idea and unfairly compete with plaintiff, and misappropriate plaintiff’s confidential and proprietary idea, unless defendant is enjoined from continuing to use or disclose plaintiff’s confidential and proprietary idea. If defendant is allowed to continue the wrongful acts, plaintiff will suffer further immediate and irreparable injury, loss, and damage, including, without limitation, damages, the amount of which will not be readily ascertainable, loss of sales, the amount of which will not be readily ascertainable, and irreparable injury to plaintiff’s reputation and goodwill.
12. Plaintiff has no adequate remedy at law to compel defendant to cease its wrongful actions, and unless an injunction is granted, plaintiff will be compelled to prosecute a multiplicity of actions, in each of which it will be difficult to ascertain the amount of compensation that will afford plaintiff adequate relief.
13. As a proximate result of defendant’s breach of confidence and use of plaintiff’s confidential and proprietary idea, defendant has and will profit in an amount of which plaintiff is presently uncertain, but for which defendant should be required to account to plaintiff.
14. Plaintiff is informed and believes, and on that basis alleges, that defendant committed the act of breach of confidence willfully and maliciously in that defendant knowingly used and distributed plaintiff’s confidential idea without compensating plaintiff. Defendant’s conduct justifies an award to plaintiff of punitive damages.
15. Defendant’s violation of its duty of confidence to plaintiff was the proximate cause of the injuries and damages suffered by plaintiff as alleged above.
WHEREFORE, plaintiff requests judgment against defendant for the following:
1. Temporary and permanent orders enjoining defendants from destroying, disposing of, disclosing, or using any of plaintiff’s property;
2. An accounting to plaintiff of the profits, including all funds and property, received by defendant as a result of defendant’s breach of confidence and use of plaintiff’s confidential and proprietary idea, and payment over of those funds and property
3. Punitive damages;
4. Costs of this action;
5. Any alternative and additional relief as may be just and proper.
Dated _________.
_______________________
[Signature]
Attorney for Plaintiff
