CDC Restoration & Construction, LC v. Tradesmen Contractors, LLC
274 P.3d 317
Utah Ct. App.2012Background
- CDC Restoration & Construction contracted with Kennecott under a confidential PPA detailing pricing for labor and equipment.
- Carsey, longtime CDC employee, began discussing Tradesmen while still employed; later joined Tradesmen and held leadership roles.
- Allen, a Kennecott project manager, had access to CDC pricing and later helped build Tradesmen’s bid.
- Bids were submitted for Kennecott’s E-Bay Project; Tradesmen won the contract over CDC.
- CDC sued for misappropriation of trade secrets, breach of fiduciary duty, intentional interference, and civil conspiracy; trial court granted summary judgment and preemption under UTSA.
- On appeal, court partly reversed and remanded regarding the misappropriation of bid information; other non-UTSA claims were preempted.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Trade secret? pricing information | CDC’s pricing is a trade secret | Pricing readily ascertainable; not a secret | Pricing not a trade secret as a matter of law |
| Use of bid information? misappropriation | Tradesmen used CDC’s bid data to influence its bid | Insufficient direct evidence; no proof of use | Circumstantial evidence sufficient to survive for bid information misappropriation |
| Fiduciary duty preemption | Breach not solely based on misappropriation | Preempted by UTSA | Preempted by UTSA; dismissed |
| Intentional interference with prospective economic relations preemption | Not solely based on trade secrets; another basis exists | Preempted if based on misappropriation | Preempted by UTSA |
| Civil conspiracy preemption | Conspiracy based on misappropriation claims | Preempted if grounded in misappropriation | Preempted by UTSA |
Key Cases Cited
- Microbiological Research Corp. v. Muna, 625 P.2d 690 (Utah 1981) (delineates trade secret originality; customer list not secret when readily ascertainable)
- USA Power, LLC v. PacifiCorp, 235 P.3d 749 (Utah 2010) (two-prong test for trade secrets; consideration of ease of duplication; Restatement factors)
- Water & Energy Sys. Tech., Inc. v. Keil, 974 P.2d 821 (Utah 1999) (three-prong trade secret misappropriation framework)
- Anderson Dev. Co. v. Tobias, 116 P.3d 323 (Utah 2005) (summary judgment standard for disputed evidentiary inferences)