USA Power v. Pacificorp
372 P.3d 629
Utah2016Background
- USA Power developed a detailed Spring Canyon power-plant proposal (2 years, ~ $1M) and shared confidential "back-up studies" with PacifiCorp under a signed Confidentiality and Non-Disclosure Agreement. Some project configuration information had been publicly disclosed; key economic/feasibility analyses remained confidential.
- PacifiCorp negotiated to buy Spring Canyon, then withdrew and issued an RFP; it submitted its own competing Mona proposal (Currant Creek). PacifiCorp retained USA Power’s former water attorney, Jody L. Williams, to help secure water rights for Currant Creek.
- USA Power sued PacifiCorp for trade-secret misappropriation and breach of the confidentiality agreement, and sued Williams/HRO for breach of fiduciary duty. After a five-week jury trial, the jury found misappropriation and awarded large damages; trial court reduced unjust enrichment and later awarded fees; it granted JNOV for Williams on causation.
- On appeal: PacifiCorp challenged sufficiency of evidence that a trade secret existed and damages apportionment; USA Power cross-appealed damages rulings (exemplary damages, attorney fees, prejudgment/post-judgment interest, statutory interest rate); USA Power appealed the JNOV in favor of Williams (causation).
- The Utah Supreme Court affirmed: (1) denial of PacifiCorp’s JNOV (there was a sufficient evidentiary basis for a jury to find some non-public elements were trade secrets); (2) trial court did not abuse discretion on remittitur, head-start instruction, exemplary damages, lodestar fee calculation, and interest rate; and (3) JNOV for Williams was proper because USA Power failed to prove that absent Williams’s conduct it would have benefitted (no competent evidence linking her actions to USA Power’s losses).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of trade secret / sufficiency of evidence (PacifiCorp JNOV) | USA Power: confidential back-up studies plus compilation (Spring Canyon "vision") were trade secrets and sufficiently defined | PacifiCorp: USA Power failed to define the secret with specificity and the information was generally known or readily ascertainable (reverse-engineered by PacifiCorp consultant) | Affirmed denial of JNOV — jury could reasonably find some nonpublic components (economic analyses/business plans) were not generally known or readily ascertainable and had independent economic value |
| Award of unjust enrichment; head-start limitation; remittitur | USA Power: jury award reflects correct measure; remittitur improper | PacifiCorp: award improperly attributed all Currant Creek profits to misappropriation; head-start limitation should limit damages | Trial court did not abuse discretion in granting remittitur (avoid overlap with actual damages); refusal to give head-start instruction not an abuse — instructions sufficiently covered law and jury could find single-opportunity scenario justifying full profits |
| Exemplary damages and attorney-fee method | USA Power: exemplary damages warranted; attorney fees should be calculated by contingency fee (to make plaintiff whole) | Defendants: exemplary damages discretionary; lodestar is proper fee method | Affirmed denial of exemplary damages (trial court weighed Read factors under totality of circumstances); lodestar method appropriate here — contingency-fee-only awards are limited to cases where fees are sought as consequential damages and contingency arrangement was foreseeable |
| Causation for Williams (JNOV) | USA Power: Williams’s representation of PacifiCorp (securing water) caused PacifiCorp to win RFP / caused breakdown of March purchase — thus caused USA Power’s losses | Williams: no competent evidence that another counsel couldn’t have secured water or that water was outcome-determinative; temporal sequence alone is speculative | Affirmed JNOV for Williams — USA Power failed to prove that absent Williams’s conduct it would have benefitted; insufficient evidence that Williams was uniquely able to obtain water or that water was the linchpin of the RFP/contract outcome |
Key Cases Cited
- USA Power, LLC v. PacifiCorp, 235 P.3d 749 (Utah 2010) (earlier opinion reversing summary judgment and discussing compilation trade-secret theory)
- ASC Utah, Inc. v. Wolf Mountain Resorts, L.C., 309 P.3d 201 (Utah 2013) (standard of review for JNOV/denial of judgment notwithstanding verdict)
- Crookston v. Fire Ins. Exch., 817 P.2d 789 (Utah 1991) (trial-court discretion in granting or denying new trial/remittitur)
- Harline v. Barker, 912 P.2d 433 (Utah 1996) (proximate-cause standard in legal-malpractice claims requiring client show it would have benefitted)
- Read Corp. v. Portec, Inc., 970 F.2d 816 (Fed. Cir. 1992) (factors for awarding enhanced/exemplary damages in trade-secret cases)
- DeBry v. Cascade Enters., 879 P.2d 1353 (Utah 1994) (standards for directed verdict and JNOV review)