446 F.Supp.3d 201
E.D. Mich.2020Background
- Bullock was an attorney at two firms (U&S and GOGG) who represented FCA in California "lemon law" defense work and attended an FCA training where she signed a Confidentiality Agreement limiting protection to non-public materials disseminated during that training and permitting use only for defending FCA in California warranty actions.
- Around her October 2017 departure from GOGG to open a plaintiffs' lemon-law practice, Bullock copied the contents of her work laptop (which included FCA files) onto several USB devices; one USB was corrupted, sent to an IT firm that could not recover data and was destroyed at Bullock’s direction.
- After leaving GOGG Bullock filed breach-of-warranty suits against FCA; FCA sued Bullock in December 2017 alleging breach of the Confidentiality Agreement, misappropriation of trade secrets (MUTSA and DTSA), and breach of fiduciary duty; both parties moved for summary judgment and Bullock moved to strike FCA’s damages claim.
- Forensic exam of Bullock’s work laptop showed USB activity and deletions consistent with copying then removing files; FCA did not produce the purportedly confidential training materials for in-camera review despite a protective order allowing sealed filing.
- The court denied FCA’s motion to compel forensic imaging of Bullock’s personal devices; FCA obtained denial of a related mandamus petition to the Sixth Circuit.
- Ruling: the court denied FCA’s summary-judgment motion, granted Bullock summary judgment on Counts I–III (breach of contract and both trade-secret claims), denied summary judgment to Bullock on Count IV (breach of fiduciary duty), and denied Bullock’s motion to strike FCA’s monetary-damages claim.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of Confidentiality Agreement | Bullock copied, disclosed, and used FCA confidential materials from training, breaching the agreement | Agreement protects only non-public materials disseminated at trial school; FCA cannot identify such materials among copied files | Court: FCA failed to show copied/used materials were the training materials; mere copying alone is not "use" under the Agreement; summary judgment for Bullock on breach of contract (Count I) |
| Trade-secret misappropriation (MUTSA & DTSA) | Module 9, org charts, Corporate Process Guideline, releases, and certain complaints are trade secrets misappropriated by Bullock | The documents are either public, created by plaintiffs’ counsel, or reflect general/industry-ascertainable litigation knowledge, not protectable trade secrets | Court: FCA did not identify or produce the documents or show they meet trade-secret elements; summary judgment for Bullock on Counts II–III |
| Breach of fiduciary duty — adverse subsequent representation | Representation of plaintiffs against FCA was substantially related to prior representation and thus breached duties | FCA produced no specific evidence showing substantial relation or disclosure/use of confidences | Court: disputed fact whether representations were substantially related; Bullock not entitled to summary judgment on Count IV and FCA not entitled to summary judgment on that theory |
| Motion to strike damages (Rule 26 disclosures) | FCA failed to provide computations or supporting documents for claimed monetary damages | FCA disclosed a specific $317,000 figure and supporting declaration describing expenditures; Bullock delayed raising discovery objections | Court: FCA’s disclosures were sufficient and Bullock unreasonably delayed; motion to strike denied |
Key Cases Cited
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (1986) (standard for genuine issue of material fact on summary judgment)
- Scott v. Harris, 550 U.S. 372 (2007) (how to view facts on summary judgment when disputes exist)
- Celotex Corp. v. Catrett, 477 U.S. 317 (1986) (summary-judgment burdens and shifting of proof)
- Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (1986) (no genuine issue when record could not lead a rational trier to find for nonmovant)
- Quality Prod. & Concepts Co. v. Nagel Precision, Inc., 666 N.W.2d 251 (Mich. 2003) (contract interpretation and enforcing clear contract language)
- Aroma Wines & Equip., Inc. v. Columbian Distribution Servs., Inc., 844 N.W.2d 727 (Mich. Ct. App. 2013) (defining "use" in contract context)
- Bliss Clearing Niagara, Inc. v. Midwest Brake Bond Co., 270 F. Supp. 2d 943 (W.D. Mich. 2003) (MUTSA/DTSA provide remedies for trade-secret misappropriation)
- Wysong Corp. v. M.I. Indus., 412 F. Supp. 2d 612 (E.D. Mich. 2005) (publicly available information cannot be a trade secret)
- Alpha Capital Mgmt., Inc. v. Rentenbach, 792 N.W.2d 344 (Mich. Ct. App. 2010) (attorney fiduciary duties extend to former clients)
- Prentis Family Foundation, Inc. v. Barbara Ann Karmanos Cancer Institute, 698 N.W.2d 900 (Mich. Ct. App. 2005) (damages available for breach of fiduciary duty where confidence is betrayed)