Tomaydo-Tomahhdo, L.L.C. v. Vozary
2017 Ohio 4292
Ohio Ct. App.2017Background
- Carroll and Moore were partners in Tomaydo‑Tomahhdo; they dissolved their partnership by a 2008 share purchase agreement in which Moore sold his interest, agreed to return business materials, and agreed to limited noncompetition/employee‑solicitation restrictions.
- Vozary was a former employee who signed a confidentiality agreement acknowledging exposure to recipes, preparation methods, customer data, and training materials.
- After the agreement, Moore opened Go Bistro (closed 2010) and later operated a catering business, Caterology; Moore and Vozary became partners in Caterology/Clean Plate in 2011.
- Carroll sued (2015) alleging misappropriation of trade secrets (customer lists, recipes, picture builds, training techniques, marketing/business models), unfair competition, tortious interference, civil conspiracy, breach of fiduciary duty, and breach of the share purchase agreement.
- The trial court granted summary judgment for defendants, finding most claims preempted by the Ohio Uniform Trade Secrets Act (OUTSA) and that Carroll failed to show (as to trade secrets) acquisition or unauthorized use; this appeal followed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether customer database was misappropriated as a trade secret | Carroll: database was accessed and copied to a portable drive before sale and used to poach catering customers | Moore/Vozary: denials; no proof they acquired or used the file; any access is equivocal or by other personnel | Court: summary judgment for defendants — evidence was speculative; no admissible proof of acquisition or unauthorized use |
| Whether picture builds, recipes, food prep/training, marketing/models are trade secrets | Carroll: these materials/techniques were proprietary and misappropriated | Defs: materials were not secret or proprietary; recipes and builds are readily ascertainable or commonplace in catering | Court: picture builds, recipes, preparation techniques, marketing/business models not trade secrets on record; food items were common and items actually differed; summary judgment affirmed |
| Whether non‑trade tort claims survive given OUTSA preemption | Carroll: asserted civil conspiracy, tortious interference, unfair competition, breach of fiduciary duty | Defs: OUTSA displaces conflicting tort remedies for trade‑secret misappropriation | Court: those tort claims were preempted by OUTSA; appellants did not contest preemption on appeal and conceded at oral argument |
| Breach of contract re: return of materials and solicitation/non‑competition | Carroll: Moore breached by retaining files, entering parking lot, and enticing employees (including Vozary) | Moore: returned materials; parking lot was public and return of materials excused presence; solicitation evidence speculative/hearsay and restrictions had expired before Vozary left | Court: no evidence Moore retained items; no breach for parking lot visit; solicitation claim failed (hearsay stricken; calls were social and occurred years before Vozary left); summary judgment for defendants |
Key Cases Cited
- Heartland Home Fin., Inc. v. Allied Home Mtge. Capital Corp., [citation="258 F. App'x 860"] (6th Cir.) (misappropriation elements)
- Salemi v. Cleveland Metroparks, 145 Ohio St.3d 408 (Ohio 2016) (factors for trade secret analysis)
- Allied Erecting & Dismantling Co. v. Genesis Equip. & Mfg., 805 F.3d 701 (6th Cir.) (trade secret ascertainability under OUTSA)
- Wiebold Studio Inc. v. Old World Restorations, Inc., 19 Ohio App.3d 246 (Ohio Ct. App.) (former employee may use general skills learned on the job)
- Hassett v. Hasselbeck, 177 F. Supp.3d 626 (D. Mass.) (recipes/lists of ingredients not protectable absent creativity)
- Tomaydo-Tomahhdo, L.L.C. v. Vozary, [citation="629 F. App'x 658"] (6th Cir.) (prior federal decision rejecting copyright claim)