Retiree, Inc. v. Anspach, 660 F. App'x 582

Background

Retiree, Inc. developed a proprietary decumulation methodology coordinated across five elements (asset allocation, tax efficiency, asset location, withdrawal sequencing, Social Security) implemented in a detailed spreadsheet model; access to that methodology was restricted and protected by confidentiality agreements.
Dana Anspach, a financial planner, signed a Confidentiality, Non-Compete and Invention Ownership Agreement when she affiliated with Retiree, received access to Retiree’s QuickStart spreadsheet and limited exposure to the larger model, then declined to join and formed Sensible Money.
After leaving Retiree, Anspach produced new spreadsheets (post-Retiree / Spreadsheet 2.0) that Retiree contended incorporated its protected methodology; Retiree sued for breach of the confidentiality agreement, seeking injunctive relief and liquidated damages ($250,000 per breach).
The district court (bench trial) found Anspach breached by using and disclosing Retiree’s confidential methodology, awarded $500,000 (two breaches), and entered a permanent injunction prohibiting use of post-Retiree spreadsheets and derived materials; it later clarified damages were assessed only against Anspach.
On appeal, the Tenth Circuit reviewed the enforceability of the confidentiality clause, the factual findings on use and disclosure, and the injunction’s specificity; it affirmed enforceability and the finding of use, reversed the finding of disclosure and the related $250,000 damages, and affirmed the injunction otherwise.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Enforceability of confidentiality clause	Retiree: clause protects its trade secrets and confidential methodology; reasonable to enforce	Anspach: clause overbroad (prohibits use of general ideas), infringes right to earn a living	Clause enforceable in limited scope; overbroad language trimmed but methodology/procedures protected
Misappropriation / Use of confidential information	Retiree: Anspach’s post-Retiree spreadsheets mirror Retiree’s coordinated methodology; rapid development is circumstantial evidence of misuse	Anspach: spreadsheets derived from public sources/commercial software and differ from Retiree’s formulas	Finding of use affirmed; district court not clearly erroneous in concluding she appropriated the underlying processes/methodology
Disclosure of confidential information	Retiree: Anspach disclosed methodology at conferences and in a book/case studies	Anspach: she only showed client reports and case studies (public); did not reveal how methodology works	Finding of disclosure reversed; record lacks substantive evidence she revealed protectable methods
Scope and specificity of injunction (Rule 65(d))	Retiree: injunction properly describes prohibited methodology-based spreadsheets and uses	Anspach: injunction insufficiently specific and lacks temporal limit	Injunction sufficiently specific when read as a whole; indefinite duration permissible for nondisclosure of confidential information

Key Cases Cited

Weyerhaeuser Co. v. Brantley, 510 F.3d 1256 (10th Cir. 2007) (standard of review in bench-trial appeals: facts for clear error, legal questions de novo)
Puritan-Bennett Corp. v. Richter, 679 P.2d 206 (Kan. 1984) (limits on overbroad confidentiality/noncompete clauses; protectable trade secrets vs. ideas in general)
Weber v. Tillman, 913 P.2d 84 (Kan. 1996) (legitimate business interests protectable by restrictive covenants; test for unfair competitive advantage)
Mann v. Tatge Chem. Co., 440 P.2d 640 (Kan. 1968) (combination of public elements can constitute a trade secret)
Sunward Corp. v. Dun & Bradstreet, Inc., 811 F.2d 511 (10th Cir. 1987) (factfinder may not rely on mere speculation; need more than possibility for affirmative findings)
Reliance Ins. Co. v. Mast Constr. Co., 159 F.3d 1311 (10th Cir. 1998) (Rule 65(d) requires injunctions to describe enjoined conduct in reasonable detail)