![]() ![]() The fact that one was once a director or officer of a corporation does not preclude his engaging in a business similar to that conducted by the company. Upon their resignation or termination, however, corporate officers generally are free to compete with their former corporation. The foregoing duty extends up until the very last day of the officers' terms of office.Under these circumstances, we hold that Venture Express's customer rates did not constitute confidential information and, thus, that Zilly's use of this information to obtain Calsonic's business did not result in a breach of his fiduciary duty as a former corporate officer of Venture Express. In fact, prior to trial, one of Venture Express's customers, Huntco Steel, Inc., faxed material to Zilly which contained rates charged by its various carriers, including Venture Express. Although Venture Express prohibited its officers and employees from revealing customer rates, it apparently imposed no similar prohibition on either its customers or its independent owner-operators. The foregoing evidence demonstrates that at least eighty non-employees of Venture Express either knew or could readily ascertain the respective rates charged to Venture Express's customers.This appeal, therefore, requires us to determine whether the evidence adduced below supports the conclusion that Zilly used confidential information belonging to Venture Express when he solicited Calsonic's business. Although Zilly was permitted to compete for Calsonic's business immediately after his termination from Venture Express, in doing so, he was not entitled to use Venture Express's confidential information.We reverse the judgment because we conclude that the evidence does not support the trial court's ruling that Zilly breached his fiduciary duty to Venture Express. Zilly, Zilly Transportation Services, Inc., and Zilly Transportation Services, LLC, appeal the trial court's judgment awarding $78,000 to Plaintiff/Appellee Venture Express, Inc. (3) An employee's personality and the relationships which he has established with certain customers.ĭata Processing Equip. (2) The specific needs and business habits of certain customers and (1) Remembered information as to a business's prices Information cannot constitute a trade secret and, thus, is not confidential if the subject matter is "of public knowledge or general knowledge in the industry" or if the matter consists of "ideas which are well known or easily ascertainable." Id. This court previously has held that "confidential business information is akin to trade secrets," which consist of "any formula, process, pattern, device or compilation of information that is used in one's business and which gives him an opportunity to obtain an advantage over competitors who do not use it." Heyer-Jordan Assocs.(6) the ease or difficulty with which the information could be properly acquired or duplicated by others. (5) the amount of money or effort expended by in developing the information (4) the value of the information to and to competitors (3) the extent of measures taken by to guard the secrecy of the information (2) the extent to which it is known by employees and others involved in business (1) the extent to which the information is known outside of business 256, 531 P.2d 428, 432 (1975) (even before termination corporate director or officer is entitled to make arrangements to compete). 825, 411 P.2d 921, 935 (1966) (mere fact that officer makes preparations to compete before he resigns his office is not sufficient to constitute breach of duty) Parsons Mobile Prods., Inc. 1995) (noting that corporate officer may prepare to compete prior to his termination from corporation) accord Bancroft-Whitney Co. We reject Venture Express's contention that Zilly's act of filing a corporate charter for Zilly Transportation Services while still employed by Venture Express constituted a breach of Zilly's fiduciary duty.
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