Professional Documents
Culture Documents
Campbell Soup v. Giles, 1st Cir. (1995)
Campbell Soup v. Giles, 1st Cir. (1995)
____________________
years in a
series of sales
for some
positions at plaintiff
employment at
Campbell
inevitably
promptly filed
use
one of Campbell's
suit,
or disclose
alleging
various
chief competitors.
that
trade
Giles
secrets in
would
the
Giles from
assuming his
new
through the
end of the
fiscal year)
or
The
thereof.
complaining principally
that the
conduct an
hearing
evidentiary
court erred in
prior
to so
failing to
ruling.
We
affirm.
I.
Giles
has
worked in
since
1981 in
sales
posts.
In
Campbell's
progressively more
1989,
he
became
New England
division
responsible series
"Director of
sales force.
Retail,"
In February
which
capacity
he
assisted
October
1993,
upon
being
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in
soups,
development
and
And
named
the
of
one
of
three
"Area
Directors," he
plans (for
acquired
assumed a
both
direct
greater role in
the soup
and
implementing such
grocery product
responsibility
for
several
lines)
large
and
retail
accounts.1
On
November 1,
1994, Giles
left Campbell's
employ to
chief competitors.
Pet's
New
several
other
England
foods) to
breach of
regional
the
the
customers.
series
trade practices.
of
management
counterclaims,
(soup
Campbell filed
of
and
this
thereafter, claiming
Manager for
company's products
and deceptive
advancing
Division--involves
brokers selling
diversity action
unfair
His
Giles
secrets, and
responded by
including
one
for
____________________
1. Each of the Area Directors in the New England division
handle different customer accounts. These three directors,
along with the two Category Sales Managers (one for soups;
one for grocery products), all report to the Regional
Manager, who in turn reports to Campbell's New Jersey
headquarters.
2. Upon beginning work for Campbell back in 1981, Giles had
signed a "Patent-Trade Secret Agreement" obliging him not to
"use, divulge, or publish" any of the company's trade secrets
without consent, either during such employment or thereafter.
(No non-competition agreement, however, was ever signed.)
Campbell's breach-of-contract claim alleged a violation of
this trade secret agreement.
-3-
The
trade secrets
Giles' possession
identified by
fall
into two
Campbell as
categories: (1)
being in
marketing
The
marketing information
and projected
price that
could
net
unit costs
be charged
(including
customers).
the
Campbell
disclosure
would
enable
a competitor
to
of Campbell.
Giles,
in undertaking
to
market
In
its
It alleged
And it claimed
Progresso soups
modify
in
region in which
in good faith) to
Only thirty
Pet's products.
to compete
to forty
of 40,000) were
been informed of
was one
the details.
And any
-4-
customers
otherwise
at the
outset of
available through
be
detriment.
in
no
As one
position
fiscal year
published
sales materials
to
and
if he
marketing information, he
exploit
it
to
and being
the
Campbell's
managers at
market
strategies.
Campbell's)
were
Pet's
by then
annual
well
marketing
into effect
plans
and
(like
could not
easily be altered.
ended
in March
April, and
their
or
since most
customers placed
As
that
confidentiality
he
intended
obligations to
to
abide
his former
fully
to the
He also
by
his
employer, adding
____________________
3. The
surveys of
such organizations
as Information
Resources, Inc. and Nielsen, he argued,
recorded such
information as items and quantities sold, the date and price,
the type of advertising employed, and the accompanying store
display.
-5-
The
district
restraining order
court
and
declined
to
thereafter, in
grant
temporary
a detailed
decision,
its
review of
concluded
that:
likelihood
of
injunction
would
barring
the
(1)
Giles'
Campbell
success on
not
Giles from
damage his
documentary
assuming his
(3) the
especially
evidence presented,
had failed
merits;
irreparably
career; and
favor,
the
to
Campbell,
new position
public
the
it
establish
(2) withholding
harm
given
Based
a
an
whereas
would likely
interest tilted
absence
of
in
non-
competition agreement.
follows.
project likely
secret,
Whereas the
most
confidential
Giles
was
of the
in light
privy to
lacked any
marketing
of
information
its public
the
knowledge of
qualified as
marketing
a trade
was no
longer
disclosure.
Whereas
information, he
likely
Even if some
of the
the project.
he
was
unlikely
information in his
harm to
to
new position.
Campbell would
use
or
disclose
And even
any
if he did,
likely be compensable
such
any
through money
damages.
II.
On appeal,
court
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the award of a
requires consideration
of
for
irreparable
harm,
(3) a
balancing
of
the
(1994).
Nor,
Campbell
dispute
Massachusetts
challenges
that the
without
apart
from one
that the
trade
misplaced
district court
secret
law.4
objection,
does
properly applied
Rather,
Campbell
conducting
in denying the
an
evidentiary
preliminary injunction
hearing
and
without
____________________
4. The parties are in agreement that the information at
stake here is of the type that, at least potentially, can
qualify as trade secrets.
See, e.g., Kroeger v. Stop and
___ ____ _______
_________
Shop Cos., 13 Mass. App. 310, 316-17 (1982) (marketing
__________
information can constitute trade secret).
They likewise
agree that, were it established that Giles possessed trade
secrets and was likely to use or disclose them in the course
of his new duties, he could properly be barred from doing so.
See, e.g., Jet Spray Cooler, Inc. v. Crampton, 361 Mass. 835,
We disagree.
As this
hearing
allows
is not
an
or refuses
Civ. P. 65.
Cir.
Fed. R. Civ. P.
1988).
indispensable requirement
a preliminary
when a
injunction" under
court
Fed. R.
"categorical rules"
some
in this
other courts
that
regard, we have
have adopted
indicated that
and
fairness" should
discretion.
1988).
Jackson
_______
As such, the
be entrusted
v. Fair,
____
to the
district court's
819 (1st
Cir.
as to the
parties'
events
are
injunctive
"the
shown."
competing versions
in sharp
dispute,
relief hinges
inappropriateness of
of
Id.
___
To be
the
pertinent factual
such that
the
on determinations
proceeding on
sure, when
propriety of
of credibility,
affidavits [alone]
F.2d 486, 491
We
(2d
Campbell
nonetheless find no
present relevant
to counter
-8-
to the
Aoude,
_____
862
657,
are
Williams, 38 F.3d
________
evidentiary hearing
the parties
oppose,
the disputed
Southern California,
____________________
(same).
an
e.g., Schulz v.
____ ______
to put forth,
evidence"); Stanley
_______
13 F.3d
1313,
1326
and to
v. University of
______________
(9th Cir.
1994)
abundance
of
materials:
verified
complaint,
three
occasions),
excerpts from
case law.5
legal
memorandum,
a treatise,
and copies
nearly hour-long
session attended by
submissions, we
the court
then during a
678 F.2d
649, 651
Such a
to provide
upon which to
argument--
both parties.
wealth of
letter
of pertinent
first on an
base an
four
SEC v. G.
___
__
(6th Cir.
1982)
in
dispute here
diminishes somewhat
upon closer
inspection.
With
regard
to
its
marketing
information,
____________________
5. Giles, in turn, filed an answer, four initial affidavits,
two reply affidavits, three letter briefs and a memorandum.
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at the start of
available.
It focuses
instead on
or is otherwise
a few
discrete
Yet Campbell
the
has not
taken issue with Giles' assertions (1) that the height of the
soup season ends
typically
in March
or April and
up to four
(2) that
customers
months in advance.
maneuvering in this
marketing
tactics
in
to
the
fiscal year.6
As
of
its
its
own
marketing
difficulty.
Giles' new
plans
And
can
be
Campbell has
adjusted
only
not seriously
with
great
disputed that
____________________
6. Campbell has no objections to Giles working at Pet in any
capacity after July 1995--by
which time a new annual
marketing plan (which has yet to be created) will have been
implemented and the project will have been announced.
7. The middle-level sales position held by Giles at Campbell
(and now at Pet) is in sharp contrast to that of the senior
executive in Pepsico, Inc. v. Redmond, No. 94C6838 (N.D. Ill.
_____________
_______
Dec. 15, 1994), a case on which Campbell heavily relies. Nor
has there been any suggestion that Pet was attempting to
"raid" Campbell personnel (senior or otherwise); it is
undisputed that Giles was recruited through a "headhunter"-several months after Campbell's 1995 marketing plans had been
developed (and discussed with customers).
-10-
project, it can
well be
argued that
the nature
of the
parties' respective
those proffered
by Campbell.8
Yet we need
not dwell on
The district
was unlikely
did so.
____________________
8. For example, Campbell initially averred that Giles was
the sole employee in the New England division who had been
____
informed of the project. Following Giles' retort that such a
scenario was implausible in light of his rank in the office
hierarchy, Campbell revised its position to state that he had
been the first (of several) in the region to be contacted.
_____
In turn, three Campbell executives based in New Jersey
averred they had disclosed the details of the project to
Giles in a telephone conference call. Yet they were unable
to identify the date thereof, except to say it had occurred
in "late September or early October, 1994."
No supporting
documentary evidence was provided.
Giles replied that the
only conference call in which he had participated occurred on
May 3, 1994 (on matters unrelated to the project).
And he
submitted copies of his personal calendar that appeared to
corroborate this assertion. Campbell offered no response.
9. The court first stated that Campbell had "failed to
present sufficient proof ... that the Project was, in fact,
disclosed to Giles."
With regard to this same issue,
however, it noted on the next page: "In light of the
substantial factual dispute which is not resolved by the
pleadings, the Court is compelled to rule against Campbell
which bears the burden of proof on its motion ...."
-11-
Campbell
has
question.
not
drawn
The record
assertion
Pet
into
serious
that Giles is
Campbell.
that
conclusions
contains no indication
dishonest or would be
agreement with
these
In turn,
could
as mentioned, Campbell's
readily
alter
its
marketing
As well, the
in January 1995.
before
Again,
therefore, we
think the
evidence
Campbell
was unlikely
to
suffer irreparable
harm in
this
regard.
Finally,
we reiterate
what
was
emphasized in
Aoude:
_____
is designed
to be
The
tentative--'preliminary'--in nature
conclusions
upon which
'statements
as to
....
preliminary injunction
probable outcomes,'
web of
rests are
nothing more."
862
849 F.2d
683, 686 (1st Cir. 1988)); accord, e.g., Sierra On-Line, Inc.
______ ____ ____________________
v.
F.2d 1415,
1423 (9th
Cir.
"binding findings
of fact"
but instead
need only
the reasons
discussed above,
we think
the documentary
-12-
evidence
was
preliminary,
unwarranted.
sufficient
conclusion
permit
that
an
informed,
injunctive
albeit
relief
to
was
undoubtedly
disputed issues
requiring
resolution
all appellate
provisional
basis
only
is
Campbell's
papers, which
and
which
motion
opposes.
to
on a
Any
public disclosure.
Yet the
only information
the project;
marketing
nothing in the
information
Accordingly,
can
the motion
descriptions of
possibly
to impound
be
deemed
is granted
all appellate
papers will
be
unsealed.
See,
___
WL 29349
____________________
10. Campbell's related claim--that the court engaged in
inadequate factfinding--can be summarily rejected.
The
length of the court's written decision belies any general
complaint in this regard.
And to the extent Campbell is
challenging
the court's
isolated
reference
to
"the
substantial factual dispute which is not resolved by the
pleadings," see note 9 supra, any error in this regard (if
___
_____
any there be) was harmless for the reasons just discussed.
-13-
20, 1995).
Campbell is
directed to
notify
____________________
11. Given our resolution of this appeal, we have no occasion
to address Giles' assertion that Campbell's complaint fails
to satisfy the $50,000 threshold requirement for diversity
jurisdiction.
We leave that matter to the district court in
the first instance.
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