Lead Opinion
Both the plaintiffs and the defendants appeal from a judgment of the Superior Court adopting as modified the report of a master on the issue of damages.
The defendants appeal from the rejection of an earlier master’s report (first damage master), and argue that the judge’s order of reference to another master (second damage master) was based on incorrect legal principles of damage assessment in cases involving the misappropriatian of trade secrets. They also appeal from certain of the judge’s modifications of the second master’s report.
The plaintiffs maintain that the rejection of the first damage master’s report was proper, and contend that the judge’s order of reference to the second damage master for the determination of damages was correct. Nevertheless, the plaintiffs also appeal from certain of the judge’s modifications of the second damage master’s report and
However, the judgment must be modified to correct errors arising from the transposition of certain accounting figures. As recomputed, the damages assessed should be $254,114.79. See note 16, infra. As so modified, we affirm the judgment of the Superior Court.
This action commenced with a bill of complaint in equity filed in the Superior Court in 1964. Three years later, the Superior Court judge severed the issues of liability and damages and committed the case to a master (liability master).
After initially confirming the report of the liability master which found that the defendants had misappropriated certain trade secrets belonging to the plaintiffs, the Superior Court judge ordered the bill dismissed as to all defendants. We reversed the dismissal in Jet Spray Cooler, Inc. v. Crampton,
Thereafter, the Superior Court judge referred the issue of damages to the first damage master in 1972.
Hearings before the second damage master were to begin in January, 1976. The docket entries reflect at least five continuances of the master’s hearings covering a six-month period. Then there were continuances to enlarge the time for filing the master’s report. The report was filed on April 20, 1977, some four years and eleven months after our 1972 opinion, and well over one and one-half years after the second order of reference.
The snail’s pace of this litigation in our courts makes the comment of Chief Justice Vanderbilt with regard to the effect of references appropriate here. In his work, Cases and Materials on Modern Procedure and Judicial Administration (1952), he states: "There is one special cause of delay in getting cases on for trial that must be singled out for particular condemnation, the all-too-prevalent habit of sending matters to a reference. There is no more effective way of putting a case to sleep for an indefinite period than to permit it to go to a reference with a busy lawyer as referee. Only a drastic administrative rule,
I. The Rejection of the Report of the First Damage Master.
The first damage master found that the defendants had incorporated information contained in the Foster-Miller report
However, the first damage master then found that taken as a whole the recommendations of the Foster-Miller report "involved no creativity, were not novel, new, unobvious or patentable, and were matters of common knowledge to a person of ordinary skill in the field of heat transfer.” He further found that the only damage to the plaintiffs was the three-month head start gained by the defendants, which he characterized as having a "negligible” effect on the profits of either the plaintiffs or the defendants. Therefore, the first damage master concluded that the plaintiffs’ damages should be limited to the $1,400 which the plaintiffs had originally paid for the Foster-Miller report.
The judge rejected the first damage master’s report in its entirety. The defendants challenge the judge’s ruling on the ground that the first damage master applied correct legal principles in his assessment of the plaintiffs’ damages.
The essence of an action for the wrongful use of trade secrets is the breach of the duty not to disclose or to use without permission confidential information acquired from another. See Junker v. Plummer,
Early Federal decisions are remarkably similar. In Fowle v. Park,
Consistent with these principles, once information is demonstrated to be "of an appropriate nature to qualify” the information as a trade secret, any inquiry into the misuse of the trade secret must focus on the conduct of the defendant. Jet Spray Cooler, Inc. v. Crampton, supra at 843. If the defendant has acquired the information as a result of a confidential relationship which he enjoyed with the plaintiff, and, if the defendant has used the information without the permission of the plaintiff, then the defendant’s use of the information is wrongful, and the defendant is liable to the plaintiff in damages "for the wrongful use of the information.” Id. at 845.
The first damage master apparently did not focus on the facts found in the case on liability. The liability master found that "[s]ince their inception the plaintiffs have
The first damage master apparently attached no importance to either of these factors and concentrated on the lack of novelty rather than on the impropriety of the method used to procure the secret. The fact that a process is the combination and adaptation of old principles to new purposes does not prevent the process from being a trade secret if the process as distilled accomplishes a result which gives the holder a competitive advantage due to his own ingenuity, research and development. Moreover, "the fact that the secret was easy to duplicate does not militate against its being a trade secret. The important point is that the owner and those to whom it was necessary to reveal the secret knew of the trade secret.” Maruchnics, Industrial Trade Secrets, Their Use and Protection, 4 Clev.-Mar. L. Rev. 69, 71-72 (1955). Thus, the first damage master erred as matter of law in failing to focus on the abuse of the confidential relationship and on the secrecy attached to the report which was designed to improve the plaintiffs’ product and give it a competitive advantage. By not focusing on the defendants’ conduct and on the secrecy attached to the Foster-Miller report, the first damage master erred in his assessment of damages.
The measure of damages in cases involving business torts such as the misappropriation of trade secrets entitles a plaintiff to recover full compensation for his lost profits and requires a defendant to surrender the profits which he realized from his tortious conduct. See, e.g., National Merchandising Corp. v. Leyden,
Of course, a plaintiff is not entitled to both the profits made by the defendant and his own lost profits. See Forster Mfg. Co. v. Cutter-Tower Co., supra at 139. See generally Telex Corp. v. International Business Machs. Corp.,
However, while a plaintiff is not entitled to a double recovery, "the plaintiff is entitled to the profit he would have made had his secret not been unlawfully used, but not less than the monetary gain which the defendant reaped from his improper acts” (footnotes omitted). 2 R. Callman, Unfair Competition, Trademarks and Monopolies § 59.3, at 496 (3d ed. 1968). Clark v. Bunker,
We now consider the first damage master’s method of assessing damages in light of traditional principles. The first damage master found that "[t]he plaintiffs introduced detailed evidence in relation to the period from the inception of Crathco ... concerning alleged profits made by the defendants year by year on sale of their units, and concerning alleged plaintiffs’ loss year by year of profits on sales by the defendants to plaintiffs’ customers to the extent that the plaintiffs’ profits would have exceeded the profits made by the defendants thereon.”
The judge’s order of reference to the second damage master instructed the master: "(1) To find the extent of the use made by the defendants of the trade secret (Foster Miller Report); (2) To find the amount of profits made by the defendants on the sale of units incorporating the trade secret; and (3) To find the amount of the plaintiffs’ loss of profits due to the defendants’ sales of such dispensers to plaintiffs’ customers to the extent such loss exceeds the defendants’ profits on these same sales.” This order of reference is consistent with our traditional principles of damage assessment in cases involving business torts.
First, the second damage master addressed the extent to which the trade secrets had been used by the defendants. He found that each visual display beverage dispenser unit sold by the corporate defendant from 1963 to September 30,1975 (the accounting period) incorporated the trade secrets contained in the Foster-Miller report.
Second, the master computed the net profits of the defendants during the accounting period from sales incorporating the trade secrets. Since all the sales of the defendants incorporated the trade secrets, the second damage master computed the total net profits of the defendants.
(a) $105,553.17 in legal fees and expenses in defending this action.
Ob) $19,759.61 in Federal income taxes paid by the corporate defendant during the accounting period.
(c) $21,578.29 in Massachusetts excise taxes paid by the corporate defendant during the accounting period.
(d) $18,698.03 in bad debts incurred on sales by the corporate defendant during the accounting period.
(e) $681,575.80 in salaries and consultant’s fees paid to the individual defendants by the corporate defendant during the accounting period.
(f) $22,508.40 for Key Life insurance premiums paid by the corporate defendant on the lives of the individual defendants during the accounting period.
(g) $17,110.52 for group insurance coverage on the lives of the individual defendants at various times during the accounting period.
The net profits of the defendants as recomputed by the second damage master totaled $954,388.62 during the accounting period.
Finally, the second damage master considered the question of the lost profits of the plaintiffs to the extent that they exceeded the profits of the defendants. The plaintiffs claimed that their profits on the sales made by the corporate defendant to the plaintiffs’ customers would have totaled nearly $1,500,000 more than Crathco made on the same sales during the accounting period.
The second damage master also found that the individual defendants had made no "profits as such.” Therefore, he found in favor of the individual defendants.
Both the plaintiffs and the defendants filed objections to the second master’s report. On September 23,1977, the judge modified and then adopted the report of the second damage master. See Mass. R. Civ. P. 53(e)(2). He accompanied his order with a comprehensive, well reasoned memorandum of decision.
The judge allowed the defendants’ deductions for bad debts and for salaries and consultant’s fees paid to the individual defendants. The judge then computed the total of the defendants’ net profits at $282,100.83.
Finally, the judge rejected the second damage master’s finding in favor of the individual defendants as precluded by our holding in Jet Spray Cooler, Inc. v. Crampton, supra at 844. He held the individual defendants jointly and severally liable with the corporate defendant.
Because the plaintiffs’ lost profits were a lesser amount than the defendants’ profits as computed by the judge, he awarded damages to the plaintiffs in the amount of the defendants’ net profits. Both the plaintiffs and the defendants appeal from certain of the judge’s modifications of the second damage master’s report.
1. Bad Debts.
The judge allowed as a deduction from gross profits all bad debts incurred by the defendants on sales of the infringing products. See Nelson v. J. H. Winchell & Co.,
The plaintiffs also appeal from the judge’s modification of the second damage master’s report which allowed the defendants to deduct from their gross profits all salaries and consultant’s fees paid to the individual defendants by the corporate defendant. The plaintiffs emphasize that the salaries and fees in question were paid to individuals who were defendants in this action. Therefore, the plaintiffs argue that the master properly refused to deduct their salaries and fees from the gross profits of the corporate defendant.
We think that the judge correctly allowed the defendants to deduct the salaries and fees in question from gross profits on the basis of the judge’s conclusion that "there are no findings that the salaries or consultant’s fees were excessive or a disguised distribution of earnings or that the corporate defendant to whom the services were rendered was a sham.” The question whether corporate officers are named as individual defendants should not determine whether their salaries may be deducted from a corporate defendant’s profits. The determinative question should be whether their salaries and fees are reasonable in light of their positions as officers of the corporation "engaged in the conduct of the business and in the production of profits.” John B. Stetson Co. v. Stephen L. Stetson Co.,
3. Computation of Plaintiffs’ Lost Profits.
The second damage master declined to make a finding of the amount of the plaintiffs’ lost profits. He concluded that any figure which he arrived at would be too speculative.
The judge, however, modified the second damage master’s report and computed the plaintiffs’ lost profits at $257,068. To reach this result, the judge relied on the second damage master’s subsidiary findings that the defendants had sold dispensers to over sixty of the plaintiffs’ customers; that had the defendants sold no dispensers, it was reasonably possible that the plaintiffs would have made the sales to these same customers; that the defendants’ sales to these customers totaled $2,-856,311.41, and that during the accounting period the plaintiffs’ net profits before taxes averaged nine per cent of gross sales.
The judge multiplied the total of the defendants’ sales to the plaintiffs’ customers ($2,856,311.41) by the plaintiffs’ profit margin (nine per cent). He concluded that the resulting total of $257,068 was "a sufficient approximation of the plaintiffs’ loss of profits.”
The defendants’ objection to the judge’s computation of the plaintiffs’ lost profits rests solely on the defendants’ contention that there is no evidence that the plaintiffs would have had the same volume of sales as the defendants. However, "[tjhere is nothing unreasonable, in our view, in the judge’s taking the gross tainted sales of [the defendants] as not exceeding the sales of which [the plaintiffs were] capable ....” National Merchandising Corp. v. Leyden,
The second damage master’s subsidiary findings provided sufficient information concerning both the defend
However, where the master reports his subsidiary findings, we, like the judge below, may draw our own inferences and come to our own conclusions from the master’s subsidiary findings. Corrigan v. O’Brien,
In this action, the second damage master’s subsidiary findings also reveal that during the accounting period the plaintiffs never marketed a product incorporating the recommendations contained in the Foster-Miller report.
In light of these findings, we cannot determine whether the plaintiffs’ lost profits in this action were "due to” the defendants’ sales of products utilizing the trade secrets, or whether the plaintiffs’ lost profits were "due to” the plaintiffs’ own business decision to refrain from marketing products containing the information in the report. See supra at 173 & n.12. Here, the uncertainty in the assessment of damages arises not from any action of the defendants, but from the inaction of the plaintiffs. Com-
4. Joint and Several Liability of the Individual Defendants.
The judge modified the second damage master’s report to hold the individual defendants jointly and severally liable with the corporate defendant. To reach this result, he relied on Jet Spray Cooler, Inc. v. Crampton, supra, where we held that "[t]he joint involvement of the corporate defendant and the [individual] defendants ... in utilizing the secrets of the Foster-Miller report... require[s] that the damages, if any, shall be assessed against all of them.” Id. at 844.
Our resolution of this issue in 1972 is dispositive of the question of the liability of the individual defendants. The individual defendants actively participated in the misappropriation of the plaintiffs’ trade secrets. They may not insulate themselves from the consequences of their actions by choosing the corporate form by which to market their products. Accord, Donsco, Inc. v. Casper Corp.,
The judge allowed interest on the plaintiffs’ recovery from the date on which the master filed his report. See G. L. c. 235, § 8.
General Laws c. 235, § 8, requires the judge to add interest from the time the master files his report to the time judgment is entered in any action where the award is based on the report of a master. Beyond this statutory mandate,
An award to a plaintiff of the defendant’s net profits is made primarily to ensure that the defendant is not unjustly enriched as a result of his wrongful acts. See, e.g., National Merchandising Corp. v. Leyden, supra at 433. Since the award of a defendant’s net profits is made only where the defendant’s net profits exceed the plaintiffs demonstrable losses, the plaintiff may actually recover far more than its actual loss. Id. See Sammons v. Colonial Press, Inc.,
Here, the plaintiffs have been awarded the entirety of the defendants’ net corporate profits from 1964 to 1975.
In these circumstances, we do not think that the plaintiffs will be unfairly deprived of compensation or that the defendants will be "unjustly enriched if [they are] not required to pay interest on the total profits so awarded.”
The judgment of the Superior Court is to be modified in accordance with this opinion and, as thus modified, is affirmed.
So ordered.
Notes
The issue of liability was resolved by this court in Jet Spray Cooler, Inc. v. Crampton,
Details as to the facts of the case as they relate to liability are found in our original opinion. Jet Spray Cooler, Inc. v. Crampton, supra at 836-838. We do not repeat them here.
This case was committed to the first damage master prior to the effective date of the Massachusetts Rules of Civil Procedure. However, this fact does not alter the result in this case. See Jones v. Wayland,
The first damage master also included with his report a transcript of the evidence and proceedings and the exhibits. The order of reference to the first damage master did not authorize him to report the evidence. Nearly three years later, after the hearings had concluded, the order of reference was amended by consent of the parties to require the master to submit a transcript of the evidence and the proceedings. The same motion allowed the master additional time in which to prepare his report.
It is generally inappropriate to amend the order of reference to require a transcript of the evidence and the proceedings after the
Massachusetts Rule of Civil Procedure 53(e)(1), as amended,
Massachusetts Rule of Civil Procedure 53(e)(1) allows the judge in his discretion to order a report of the evidence. However, this discretion should infrequently be exercised. See Peters v. Wallach,
See Rule 49 of the Superior Court (1974). It may also be desirable for a judge to require any request for continuance of a master’s hearing to be signed by the litigants as well as by counsel. Further, it is appropriate for the motion to state in writing the reasons for granting a continuance, so that the public may know the reasons for delay.
The information contained in the Foster-Miller report involves engineering improvements in the dome and cooling processes. We do not discuss these "improvements” in further detail since the plaintiffs claim that the report still remains a trade secret. See, e.g., Black, Sivalls & Bryson, Inc. v. Keystone Steel Fabrication, Inc.,
The defendants ground their argument that the judge improperly rejected the first damage master’s report on the language of Mass. R. Civ. P. 53(e)(2),
However, the "clearly erroneous” standard of rule 53(e)(2) does not
Furthermore, where it is impossible to separate the findings which are "infected by a legal error” from those which are not, the judge does not abuse his discretion by rejecting the entire master’s report and recommitting the case with instructions. Haverhill Gazette Co. v. Union Leader Corp.,
In addition to the protection which we have afforded to trade secrets through civil actions for injunctive relief and damages, the Legislature has provided criminal penalties for the misappropriation of trade secrets.
General Laws c. 266, § 30(4), inserted by St. 1967, c. 817, § 1, provides that "[wjhoever steals, or with intent to defraud obtains by a false pretense, or whoever unlawfully, and with intent to steal or embezzle, converts, secretes, unlawfully takes, carries away, conceals or copies with intent to convert any trade secret of another, regardless of value, whether such trade secret is or is not in his possession at the time of such conversion or secreting, shall be guilty of larceny, and shall be punished by imprisonment in the state prison for not more than five years, or by a fine of not more than six hundred dollars and imprisonment in jail for not more than two years. The term 'trade secret’ as used in this paragraph means and includes anything tangible which constitutes, represents, evidences or records a secret scientific, technical, merchandising, production, or management information, design, process, procedure, formula, invention or improvement.”
General Laws c. 266, § 60A, inserted by St. 1967, c. 817, § 2, provides that "[wjhoever buys, receives, conceals, stores, barters, sells or disposes of any trade secret, or pledges or accepts as security for a loan any trade secret, regardless of value, knowing the same to have been stolen, unlawfully converted, or taken, shall be punished by imprisonment for not more than five years or by a fine of not more than five hundred dollars and imprisonment in jail for not more than two years. The term 'trade secret’ as used in this section shall have the same meaning as is set forth in section thirty.”
Moreover, the Legislature has provided a civil remedy in addition to the criminal penalties. General Laws c. 93, § 42, inserted by St. 1967, c. 817, § 3, provides that "[wjhoever embezzles, steals or unlawfully takes, carries away, conceals, or copies, or by fraud or by deception obtains, from any person or corporation, with intent to convert to his own use, any trade secret, regardless of value, shall be liable in tort to such person or corporation for all damages resulting therefrom. Whether or not the case is tried by a jury, the court in its discretion, may increase the damages up to double the amount found. The term 'trade secret’ as used in this section shall have the same meaning as is set forth in section thirty of chapter two hundred and sixty-six.” See also G. L. c. 93, § 42A (injunctive relief).
General Laws c. 93, § 42, was enacted in 1967, three years after the original bill in equity in this action was filed. Neither party has raised the issue, and the judge did not increase the damages beyond "the amount found.” Thus we do not decide whether this statute applies to this action. See, e.g., Cudlassi v. MacFarland,
Furthermore, Mass. R Civ. P. 26(c)(7),
We have frequently indicated, however, that "[a] trade secret need not be a patentable invention.” J. T. Healy & Son v. James A. Murphy & Son,
The first damage master’s subsidiary findings reveal that he found that the "royalty” value of the report did not exceed $1,400. In a case involving the misappropriation of trade secrets, we recognize that "the 'reasonable royalty’ measure of damages is taken to mean more than simply a percentage of actual profits” and is based on "a reasonable estimate of value” of the misappropriated trade secrets. University Computing Co. v. Lykes-Youngstown Corp.,
To the extent that the first damage master’s findings with regard to the three-month period of time may be interpreted as applying a
Generally, the "head start rule” has been applied in cases where the plaintiffs product, including the trade secret, has been marketed. The marketing of the product gives competitors a legitimate opportunity to study the product and to learn the principles of the trade secret through reverse engineering or similar procedures. See, e.g., Eastern Marble Prods. Corp. v. Roman Marble, Inc.,
In a petition for injunctive relief, we have indicated that the time necessary to engineer in reverse is one factor to be considered in determining the propriety of the duration of injunctive relief. See Eastern Marble Prods. Corp. v. Roman Marble, Inc., supra at 842-843; Analogic Corp. v. Data Translation, Inc., supra at 648. We have not applied this theory in an action for damages. The defendants contend that the actual marketing by the plaintiffs of a product incorporating the trade secrets in question is irrelevant to the application of a head start rule. In support of their argument, the defendants rely on National Rejectors, Inc. v. Trieman,
The defendants object to certain findings of the second damage master concerning the question whether the misappropriated trade secrets themselves caused the defendants’ profits. They allege that the findings exceeded the scope of reference to the master.
The order of reference to the second damage master adequately required a finding of causation. The master was directed to find whether the defendants’ profits accrued from the sale of products incorporating the misappropriated trade secrets. See, e.g., Eno v. Prime Mfg. Co.,
During oral argument, counsel for the plaintiffs suggested the possibility of a new action against the defendants which would claim damages beyond September 30,1975, the end of the accounting period utilized by the second damage master. Of course, such a suggestion
It is clear that the information contained in the Foster-Miller report is now approximately twenty years old. The plaintiffs have never marketed a product incorporating the information. From the outset, the information, while appropriate to qualify it as a trade secret, seems to have been the type of development which "was the result of ordinary mechanical skill.” A. O. Smith Corp. v. Petroleum Iron Works Co.,
Therefore, in the event of any future litigation there must be a new evaluation of the information in the Foster-Miller report "to determine if the process truly remains a trade secret.” Eastern Marble Prods. Corp. v. Roman Marble, Inc.,
Once the plaintiffs demonstrate that the defendants have made profits from sales of products incorporating the misappropriated trade secrets, the burden shifts to the defendants to demonstrate the portion of their profits which is not attributable to the trade secrets. Cf. Westinghouse Elec. & Mfg. Co. v. Wagner Elec. & Mfg. Co.,
The defendants apparently did not sustain this burden before the master, who found that "the testimony from certain of Jet’s customers as [to] their reasons for buying from Crathco rather than Jet was not impressive and raised doubts in my mind as to the weight it was entitled to as respects credibility.” Therefore, the award of damages based on Crathco’s entire profits from sales of units incorporating the misappropriated trade secrets was proper.
Both the second damage master and the judge correctly computed damages based on the defendants’ net profits, rather than on gross profits. See, e.g., MacDonald v. Page Co.,
The computation is as follows:
"Profits as shown on Crathco’s books after
deducting loses... $52,182.76
Added items
Losses $ 15,422.20
Legal Fees and Expenses 105,553.17
Income and Corporation Excise
Taxes 41,337.90
Premiums for Key Man and
Group Insurance 67,604.80
$ 229,918.07 229,918.07
Total $282,100.83”
It appears that the computation of the defendants’ profits may have resulted in certain mathematical errors. First, the total figure for premiums for key man and group insurance as found by the master was $39,618.92. In the judge’s computation, the defendants’ net profit figure for the accounting period seems to have been inadvertently used instead of the proper figure for insurance premiums. Second, the master seems to have made a minor error in totaling the defendants’ profits as shown on Crathco’s books after deducting losses. Since Crathco’s profits before deducting losses were $67,604.80 and the losses claimed were $15,422.20, the figure for Crathco’s profits after
The master relied on Hyman & Co. v. Velsicol Corp.,
In 1963, the plaintiffs sold to more than ninety per cent of the market for visual display beverage dispensers. Both masters found that the reason why the plaintiffs did not market products incorporating the information contained in the Foster-Miller report in 1963 was that the plaintiffs were saving the information for future development and marketing.
General Laws c. 235, § 8, as appearing in St. 1973, c. 1114, § 219, provides in pertinent part: "When judgment is rendered ... upon the report of an auditor or master,... interest shall be computed upon the amount of the ... report, from the time when made to the time the judgment is entered.”
The plaintiffs argue in the alternative that they are entitled to interest from the date on which they filed the action, that they are entitled to interest computed annually on the net profits of the defend
The plaintiffs claim that G. L. c. 231, §§ 6B, 6C, entitles them to interest from the date on which they filed the complaint in 1964. We disagree. Here, the monetary award is based primarily on profits and losses incurred subsequent to the filing of the action. Compare Porter v. Clerk of the Superior Court,
Moreover, the plaintiffs made no showing to the master that they had incurred damages in the form of interest as an element of their lost profits. Compare MacDonald v. Page Co.,
In many cases involving business torts, a defendant will market a variety of products, only some of which subject him to liability. An accounting for profits in such cases only requires the defendant to surrender his net profits from offending products. See, e.g., Carter Prods., Inc. v. Colgate-Palmolive Co.,
By contrast, here the defendants apparently have marketed no product which does not contain the misappropriated trade secrets. Therefore, their entire net corporate profits are subject to the aecounting.
Profits may not result from a single source. For example, they may well result from the use of a trade secret combined with management skill, capital investment, and such other factors as tend to produce profit in any enterprise. In this case, however, it appears that the defendants were unable to separate that portion of profits attributable to the use of the trade secret from that portion attributable to other profit factors. See note 14, supra.
The plaintiffs rely on H. D. Foss & Co. v. Whidden,
No such compensation is necessary in this action. See, e.g., L. P. Larson, Jr., Co. v. William Wrigley, Jr., Co.,
Concurrence Opinion
(concurring). I join in the decision of the court, but with the feeling that the damages allowed are excessive. They are made so by being cast over a period of eleven years. The court indicates at note 13 that the "secret” was a simple one, a result of ordinary mechanical skill, and intimates some doubt that it could survive
In adding these remarks, I would like to suggest that if, as we are told, the law of trade secrets does not necessarily conflict with the patent law,
Kewanee Oil Co. v. Bicron Corp.,