Allied Waste Services of North America, LLC v. Tibble

Filing 27

MEMORANDUM OPINION AND ORDER:Signed by the Honorable Harry D. Leinenweber on 4/7/2016. MAILED notice(ks, )

@^A
IN

THE T'NITED STATES DISTRICT COT'RT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION

ALLIED I'IASTE SERVICES OF
NORTH AUERICA, LLC,

PJ.aintiff,

Case No. 16 C 1650

Judge Harry D. Leinenweber

v.
BRIAT,I TIBBLE,

Defendant.

MEMORANDI'M OPINION A}ID ORDER

Before the Court is Defendant Brian Tibble's Motion to
Dismiss the Complaint pursuant to Fed. R. Civ. P. 12(b) (6) tECF

No. 161. For the reasons stated herein, the Motion is denied.

r.
Plaintiff,

Allied

BACKGROI'IID

Waste Services of

North America

("Al1ied"), is a non-hazardous recycling and waste management
company. Compl. fl 1. On Eebruary 15, 2070, A11ied hired
Defendant, Brian Tibbl-e ("Tibble"), as a Major Account Executive

for the Chicago metro area.

Comp1.

$ 19.

Tibble had no experience in this industry.

Prior to his hire,
Id.

As a Major

Account Executive, Tibble was responsible for business retention
and business growth for his assi-gned customer portfolio.

ti

20.

Comp1.

After three years in this position, Tibble was promoted to
Regional National Account Executive and became responslble for
growing and retaining the business of Alfied's customers in his

regj-on, which included the Midwest from Minnesota to Missouri.
Compl. tI1I 2!, 22.

Tibb1e was the face of the company for these

customers and was invol-ved in aI1 aspects of the business,

including setting up accounts and building financial models for
pricing.

In this

roIe, Tibbte had access to confidential

information, and as such, as a condition of the promotion,
Tibble signed a Confidentiallty,

Non-solicitation

and

Non-

Competition Agreement. Compl. tltl 22, 27.
On July 28, 2074, AIlied agaj-n promoted Tibble, this tlme

to the position of Sal-es Manager. Compl. 9t

23

.

In this

posj-tion, he was responsible for boarding new business
maintaining
encompassed

existing

business in

his

territory,

which

the western suburbs of Chicago. CompI. 9[ 24.

afso managed a1l- aspects of Allied's

revenue for his

including managing all of their contracts.

Id.

and

He

team,

This meant that

Tibble approved every contract and, in doing so, received
j-nf

ormation about aIl of the customers serviced by the

sal-es

representatives on his team, such as the names of decisionmakers, contract

history,

pricing

information,

particular

service issues, schedufed rate i-ncreases, contract expiration
dates, and open pricing terms.
-2

Compl. tl 25.

He was also

involved in Allied's
to AIlied's

2076 budget process, which gave him access

highly confidential

financial- information including

every customer's contract expiration date by month for the next

three years wlth their exact pricing p1an. Compl. fl

25.

With the promotion, Allied changed Tibbl_e's compensatlon

his wages no longer incl-uded commission.

Comp1. 5I

so

23. Instead,

Tibble received a $33,575 increase in his base salary.
Allied also increased his bonus potential by 252. Id.

T)
iu.

But in

order to receive the promotion and raise, ofl July 28, 2014 - the
date of his promotion
Tibble signed an updated NonCompetition, Non-Solicitation and Confidentiality Agreement (the

"Agreement"). Comp1. fl 30.

Pursuant to the Agreement, Tibb1e

agreed not to render a range of services on behal_f of any of

Al-l-ied's competitors within Tibbfe's area of responsibility for
a period of twel-ve (12) months after termination of
with Al-lied. Ex. A to Comp]., 5I 3.2.
use or discl-ose All-ied' s

conf

employment

Tibble al-so agreed not to

idential inf ormation f or

f

ive

(5

)

years following the end of his employment. Id. at tl 2.2.

Tibble voluntarily ended his employment in November 2015,
approximatery 15 months after he signed the Agreement. compI.

$ 34.

Shortly thereafter, Tibble began working for Lakeshore

Recycling Services ("Lakeshore"). Compl. $ 35.

Lakeshore j_s

recycli-ng and waste services provlder and is engaged in the
busj-ness as Al-l-ied.

Comp1. $ 36

-3-

Lakeshore and Allied

a

same

are two

of just six major waste management companies competing in the
Chicagoland area.

Id.

Tibble is working as a Sal-es Manager for

Lakeshore out of Lakeshore's Morton Grove office,

which is

Iocated in the area of responsibility he had when he resigned
from Al1ied.

position

Id.

with

Two weeks

Allied,

prior to Tibble resigning from his

he

emailed Allied's
confidential
information to his personal email address, j-ncluding pricing

information, container sizes, and service days for one of
All-ied's customers.

Comp1.

II.

tl

33.

LEGAI

STA}IDARD

A moti-on to dismiss for failure

to state a clalm under

Rule 2(b) (6) challenges the 1ega1 sufficiency of a complaint.
Hal-finan v. Fraternal- Order of Chi. Lodge l/o. 7, 570 E.3d 811,

820 (7th Cir. 2009) .

When

considering a Rule

dismiss, a court must accept the plaintiff's
true,

and view them in the light

plaintiff.

12

(b) (6) motion to

allegations

as

most favorable to the

See, Ashcroft v. Iqbal, 555 U.S. 662, 678 (2009).

But where a plaintiff's

cause of action arises out of a contract

that is attached to the complalnt as an exhibit, the Court
independently examine and form its

own opinlons about the

document." Forrest v. Universal- Sav. Bank, F.A., 507 F.3d
542 (7th Cir. 2001)

.

-4

"may

540,

III.

AI{ATYSIS

Tibbl-e seeks dismlssal of Affied' s breach of contract cl-aim

for two reasons: (1) the contract

not supported by

was

adequate

consideration; and (2) the contract is unenforceable as a matter
of 1aw. Additionally, Tibble argues that Allied has failed to
state a claim for misapproprlation of trade secrets. The Court
will- address each argument in turn.
A. Count I: Breach of Contract
Postemployment

restrictive

scrutinized under Illinols
restrictions

on trade .

covenants are

carefully

1aw because they operate as partial

Fifiefd

v. Premier Deafer Services,

Inc., 993 N.E.2d 938, 942 (I11. App. Ct. 2013). fn order for
restrictive

a

covenant to be val-id and enforceable, the terms of

the covenant must be reasonabl-e in geographic and temporal

scope

and necessary to protect an employer's legitimate business
interest.

Prairie RheumatoTogy Assocs. v. Francis,24 N.E.3d

58, 62 (I11. App. Ct.
restrictive

2074).

covenant 1s determined

The reasonableness of
in

factors and circumstances of the case.

light

of

a

the unique

MifLard Maintenance

Serv. Co. v. Bernero, 566 N.E.2d 379, 384 (I11. App. Ct. 1990).
But before even considering whether a restrictj-ve covenant
is reasonable, the court must make two determinations:
whether the restrictj-ve

covenant is

ancillary

(1)

to a valid

contract; and (2) whether the restri-cti-ve covenant is supported
-J-

tr

by adequate consi-deration .

Fifield,

993

N. E.

2d at

942.

Il-l-inois courts consider the adequacy of consideration in this
context in recognition of the reality

that "a promise of

continued employment may be an illusory
employment is at-wiIl-. " Id.

restrictive

covenant

benefit where the

Absent adequate consideration,

though otherwise reasonable

a

is not

enforceable. Id.
The parties do not dispute that the Agreement was ancillary

to Tibbl-e's employment. Instead, Tibble argues that the
Agreement is

unenforceabl-e because it

adequate consideration.
Agreement was only

was not supported

Specifj-ca1Iy, he argues that

supported by the promise of

by

the

at-wil-l-

employment, and his employment wlth Al-l-ied f or 15 months af ter

the Agreement was executed was not lengthy enough to serve

as

adequate consideration.

Allied

employment is

to serve as adequate consideration.

Further,

it

sufficient
argues that

counters that 15 months of

the Agreement was supported

additional- considerati-on beyond Tibble's at-wi11

by

employment,

including his promotion and raise, and his access to Al-l-ied's
conf

idential inf ormati-on.
7.

Adequacyr

of Consideration

Il-l-inois courts have hefd that "continued employment for
substantial

period"

following

covenant may provide sufficient
-6-

execution of

a

a restrictive

consideration to support the

covenant. See, Brown and Brown, Inc. v. Mudron, 887 N.E.2d
440 (I11. App. Ct. 2008). "I1linois

431,

courts have generally held

that two years or more of continued employment constitutes
adequate consideration." Id.

Recent IIlinois

appellate court

opinj-ons have gone a step further and suggested a bright-line

rul-e under which at-wil-1 employment is adequate consideration
only it an employee has worked with the employer for at least
two years. See, e.g.,
RheumatoTogy

FifieTd,

Assoc.,24 N.E.3d at

993 N.E.2d at 943; Prairie
62.

Tibble relies on the Erie doctrine to argue that this Court
must follow the Il-linols appellate courts' bright-line

approach

and conclude that his continued at-w11I employment did not
constitute adequate consideration because it

did not last for

two years. Specifically, he contends that, under Erie, the rol-e

of a federal- court sitting

in diversity

is to apply state

substantive 1aw, and that where the only exposition of state law
in the j-ntermediate or Iower courts is not in conflict, a
federal- court is not at liberty to reject those decisions merely
because it

does not agree with their reasoning. See, Fidelity

Union Trust Co. v. FieJ-d, 311 U.S. 769, 719 (1940).

As the

United States Supreme Court has hel-d a state appellate court
holding "is a datum for ascertaining state law," and is "not to
be disregarded by a federal court unless it

is convinced

by

other persuasj-ve data that the highest court of the state would
-1

decide otherwise. "

West v. Anl. TeJ-. &

Tel_

.

Co.

, 311 U. S.

223 ,

237 (1940).

Tibbl-e's assessment of this Court's rol-e is accurate, but
incomplete. Because the Illinois

Supreme

Court has not

spoken

on this issue, this Court is also faced with the task of making

"a predictive judgment as to how the Supreme Court
decide the matter 1f it
tribunal."

. would

were presented presently to the

Al-l-state Ins. Co. v. Menards, Inc., 285 F.3d 630,

635 (7th Cir. 2002) (*[T]he duty of the federal court, sitting
in diversity,

is to determine the content of state law as the

highest court of the state woul-d interpret

it."

(citing Erie

R.R. Co. v. Tompkins, 304 U.S. 64, 18 (1938))).

Of the five federal courts in the Northern District

of

IlJ-inois to have considered this issue, four have predicted that
the I1l-inois Supreme Court wil-1

re j

ect the Il-Iinois appellate

courts' bright-rine approach in favor of a more fact-specific
approach. Compare/ R.J. O'brien & Assoc., LLC v. WiTTiamson,
2016 WL 930628, at *3-4 (N.D. I1l-. Mar. 10, 2076); Traffic Tech,
Inc. v. Kreiter,2015 WL 9259544, at *5 (N.D. I11. Dec. 18,
2075); Bankers Life & Cas. Co. v. Miller,2075

WL 515965,

at *3-

4 (N.D. I11. Feb. 6, 2015); Montel_ Aetnastak, Inc. v. Missen,
998

E.

Supp.2d 694, 1]-6

(N.

D. I11.

2014)

;

with

Instant

TechnoTogy, LLC v. DeFazio,40 E.Supp.3d 989,1010 (N.D. III.
20L4)

.

Judge Joe Bi1]y McDade, in the central District

-B

of

Il-l-inois,

reached the

same concl-usion

analysis of the case }aw.

af

ter

extensive

an

Radio Corp. v. Ofson,

Cumul-us

80

E.Supp.3d 900, 905-09 (c.p. I11. 2015).

This Court is likewise not convi-nced that the Illinois
Supreme Court would adopt the state appellate courts'brlght-

line approach. It is true that generally, Illinois

courts

have

held that contj-nued employment for two years or more constitutes
adequate consideration.

But saying that courts have generally

found this "to be sufficient

is very different than saying that

anything -Less than two years is automaticaTTy insufficient."
Mclnnis v.

OAG

MotorcycJe Ventures, Inc., 35 N.E.3d 1016,

(I11. App. Ct. 2075) (El-l-is, J., dissenting) .

The point of

requiring adequate consj,deration for a restrictive
to prevent an employer from locking an at-will

covenant is

employee into

restrictive

covenant and then firing

thereafter,

rendering the consideratlon of future

"illusory. "

See, Brown & Brown, BB7

N.

1089

a

that employee shortly
employment

E.2d 43'l , 440 (I11.

App.

Ct. 2008); Curtis 7000, Inc. v. Suess, 24 F.3d 947, 946 (7th
Cir.

7994)

. But this goal may be accomplished through 15 months

or two years of continued employment depending upon the other
circumstances surrounding the

employee's signing

of

the

covenant, the conditions of the continued employment, and the

termination of the employment relationship.
nothing particularly

significant
-9-

In short, "there is

about the term of 24

months

that should elevate it

to a per se minimum requirement. "

Mclnnis, 35 N.E.3d at 1089 (E11is, J., dissentlng).
Although 1n recent years Tllinois
embraced the

two-year bright-line

appellate courts

have

prior

the

rule,

to

pronouncement of the rule in Fifiel_d, the courts took a more

fact-specific

approach. For example, in McRand, Inc. v.

van

Beel-en, the court did not constrain itsel-f by applying a bright-

Iine test,

but rather considered the employees' raises

bonuses,

voluntary

resignatj-on,

responsi-bil-ities they received

af

ter

and

the

and

increased

signing a restricti_ve

covenant. McRand, Inc. v. van BeeJen, 486 N.E.2d 1306,

7374

(I11. App. Ct. 1985). Another court went so far as to state
that case law did not "limit[]

the courts'review to a numerical

formula for determining what constitutes substantial continued
employmertL."

Woodf

iel-d

Grp.

, Inc. v. DeLisf e, 693 N. E.2d

464 ,

469 (I11. App. Ct. 1998). Other factors, "such as whether the
employee or the employer terminated employment, may need to be

consldered to properly review the issue of consideration." Id.

The Court reads littl-e
Supreme Court has

into the fact that the IIIinois

twice refused to grant petitions for feave to

appeal on this issue.

See, Mclnnis,35 N.E.3d at 7016, Teave to

appeal denied, 39

3d 1003 ( I11.

N. E.

2075)

at 938, l-eave to appeal denied, 996

N.

; Fifield,

993

E.2d 12 (III.

N.

E.2d

2073)

Mcrnnis involved an interlocutory appear from a denial- of
-

10

.

a

motion for injunctive relief.

Mclnnis, 35 N.E.3d at 1081.

the two-year bright-1ine rule was not necessary to the

And

outcome

of FifieJd, because the approximately three months of postcovenant employment fefl

far short of any possible articulation

of a "substantial period of time" required by the case Iaw.
Fifield,

993 N.E.2d at 940.

Moreover, where the Il-linois

Court has spoken

on

covenants - addressing whether the terms of
covenant are reasonable the court affirmatively rejected

a

Supreme

restrictive
rigid,
See,
(I1I.

bright-Iine
Ref

test in favor of a case-by-case analysis.

iabl-e Fire Equipment Co. v. Arredondo, 965 N. E. 2d

2071)

.

a

393

In Rel-iabl-e Fire, the court overruled appellate

declsions that had taken a more rigid approach, and reemphasized

its

commitment to a test

circumstances." Id.

"grounded in the totality

of the

It is probable, that if confronted with the

question of the adequacy of consideration, the court would
Iikewise avoid the appellate courts'bright-1j-ne

test in favor

of a more flexible case-by-case determination, considering the
totality

of the circumstances.

Applying this more fl-exible test,
Complaint alleges

sufficiently

that

the Court finds the
there

was

consideration to support the enforceability of the
Specifically,

adequate

Agreement.

the circumstances surrounding the signing of the

Agreement (Tibble's promotion and increase in pay) and his
-

11

apparentl-y vol-untary resignation are rel-evant to the analysis

and weigh in favor of requiring
covenant employment.

a

shorter length of post-

But whether 15 months is adequate turns

disputed and yet-to-be explored facts,

and

appropriate for determination at this stage

i_n

on

is therefore not
the proceedings.

The Court denies Tlbble's Motion to Dismiss for l-ack of adequate

consideration.

2.

Tibbl-e next argues that the
because it

in

Reasonab1eaess

Sc,ope

Agreement

is unenforceable

is overly broad with respect to its

prohibition

against competition and its prohibition on discl-osure and use of
confldential information.
if

it

A restrj-ctive covenant is only valid

is reasonable, and is reasonabl-e only 1f the covenant:

(1) is no greater than is required for the protection of
legitimate business interest

a

of the employer; (2) does not

impose undue hardship on the employee, and (3) is not injurious

to the pubric.

Rel-iabl-e Fire, 965 N.E.2d at 396. The extent of

the employer's legiti-mate business interest may be limited
type of activity,

geographical area, and time. Id. at 396-91.

The reasonabl-eness of a restrictive

"based on the totality

covenant is determined

of the facts and circumstances of the

individuar case." rd. at 403.
patently

by

Thus, unress the covenant is

unreasonabre, the parties

must be given a

opportunity to develop the necessary evidentiary record.
-12

f ul-l-

see,

Tech, 20L5 WL 9259544, at *5; Hafferkamp v.
Lforca, 20L2 WL 6965102, at *5 (I11. App. Ct. Feb. 3, 2012); see
e.g.,

Traffic

also, Nortek Products (Taicang) Ltd. v. FNA Grp., Inc., 2017 WL
2110043, at *4 (N.D. I11. May 24, 2077) (* [W]hether such
restrict j-ons are reasonabl-e in this case requires the Court to
make a fact-based determination that is not appropriate at the

motion-to-dismiss stage.").

The Court will discuss the validity

of each aspect of the Agreement in turn.
Prohibition against Competition
The Agreement prohibits Tibble, for 72 months after his
employment ends, from competing with Allied within his area of

responsibility
competitor.

and from rendering services on behalf of
Tibble's area of responsibility

geographic regions, areas, markets, districts,
counties, parishes or other l-ocations" for

incfudes "any
territories,
which he

responsible, or performed duties, oo behalf of Allled during
l-ast 12 months of his employment. Ex. A to Comp1.,
The Agreement prohibits

any

9I

was

t.he

3.1(f)

.

Tibble from, among other things,

"performing any kind of services, functions, duties or actions

(including, but not limited to, sal-es, marketing, brokering,
supervision and/or management) related to Non-hazardous Solid
Waste

ManagemenL.

" Id. at tl

3. t

.

Allied's

competitorsr

ds

defined by the Agreement, include "any public or private
business that provides Non-hazardous Solid Waste Management in

- 13 -

any state,

territory

or other location

conducts business. " Id. at $ 3.1 (b) .

in

which

[AIlied]

Moreover, Tibble's

and obligations under the Agreement

were

duties

owed not only to

Allied, but also to its parent, subsidiary, related or successor
companies. Id. at

91

1.

TibbIe argues that this prohibition is invalid because 1t
is unreasonably overbroad.

Specifically,

under the Agreement he is effectively

Tibble contends that

barred from having

any

association whatsoever with a competitor of A11ied or its
affil-iates.

Although the Court is sympathetic to Tibble's

argument regarding the breadth of the definition

services, " the prohibition

for "rendering

is limited both in duration

and

geographic range, which weighs in favor of its enforceability.

In this Iight, the restriction
it

is not unreasonable on its face;

woul-d be inappropriate to

wi-thout considerlng all

determine its

reasonableness

the

surrounding facts

potentially

rel_evant facts,

of

and

circumstances.

Among many other

reasonableness of the restriction

w111 depend on

the

a determination

of Tibbl-e's area of responsibillty and his duties during his
employment with

Al1ied.

Moreover, the Court has l-ittle

information thus far regarding the number and size of
that

fall- within the definition

companies

of "competi-Lor" under the

Agreement or the size of the waste management industry as

-74

a

whof

e.

Al-Iied contends that the Agreement prohibits

working for

5-1 companj-es. Whether this

is

Tibbl-e

f rom

an unreasonable

restrictlon depends largely on the size of the industry and the
number of companies that fall

within the geographic l-imitations

of the Agreement. Because the facts of the case are of
importance to

thj-s issue,

the Court does not find

prohibition against competition to be patently unreasonabfe

such

the
and

decl-ines to make a determination as to the enforceability of the

provision at this stage in the proceedings.
b. Prohibition on DiscLosure and use
of Confidential- Information
The Agreement also

prohibits

Tibble

from using or

disclosing confidential information for fj-ve years following the
end of his employment. Ex. A to Compl., 5I 2.2.
confidential

ft defines

information as the proprietary information of

Aflied and its affiliates,

including, but not l-imited to:

II]nformation that would qualify as a trade secreti
customer l-ists and agreements; customer service
information; names of customer contacts and the
identities
of decision-makers; marketing plans;
development plans; formulas; price data; cost data;
price and fee amounts; pricing and billing policies;
quoting procedures; marketing techniques; forecasts
and forecast assumptions and volumes; non-pub1ic
information regarding Company, s actual- or potential
customers, suppliers or other vendors; non-publ_ic
information about Company's routes, territories or
target markets; Company's internal- personnel- and
fi-nancial information,
including purchasing and
internal- cost inf ormation and i_nf ormation about the
profitability
of partj-cu1ar operations; internal
sal-es, service and operational manuals, policies and
- 15 -

procedures; non-public information regarding the
manner and methods of conducting Company's business;
non-public information about Company's future plans,
potential
acquis j-tion,
di-vestiture
and
other
strategies; non-public information about Company's
l-andfill
development p1ans, landfill
capacities,
special projects and the status of any permitting
process or investigat j-on; non-publ j-c inf ormation that
gives Company some competitive business advantage, or
the opportunity of obtaining such an advantage, or the
discl-osure of which coul-d be detrimental to Company's
interests; and other information that is not generally
known outside Company.

Id. at

91

2.7.

Tibble argues that this prohibition is overbroad because it
prohibits the use or disclosure of any information obtained

by

him during the course of his employment with Al-Ij-ed concerning
the business or affairs of Allied and 1ts Affiliates
counters that the

def

i-nition of

Conf

identlal-

AIlied

Information set

forth in the Agreement is reasonably limited to specific items
t.hat provide Allied with
generally

known

Conf

idential-

competitive edge and that are not

outside the company.

Tibb1e's

to

Contrary

a

Information set forth

[A11ied] . "

became aware

5I 31.

the definition

assertion,

broad, does not incl-ude "virtually

that ITibbIe]

Compl

l_n

the Agreement, though

every

Iitem of information]

of during the time he was employed

Rather, the definition

IS

explicitly

that

some of

Ex. A to Compl., $ 2.!
this

non-public information
- 16 -

by

l-imited to

"non-public information" and "j-nformation that woul-d qualify
a trade secret."

of

S

It may prove true
does not merit

protection

under a

confidentiality

provision,

but

that

determination is a factuar one which can only be made after the

partles have engaged in discovery.
Tibble also argues that the confidentiality
unenforceabl-e because it

extends for

f

provision is

1ve years after Tibbl-e's

employment ends and covers "any person or entity either inside

or outside" of A1lied and its
States or any other territory
its affiliates

affiliates

"within the United

or location in which" Al_lied

and

do business. The Court agrees that the provision

facks any reasonable durational and geographic limitations.

But

this does not render the provision automatically unenforceabl-e.
WhiIe it

is true that a valid confidentiality

contai-n durational and geographic limitations,

provislon

must

Cincinnati

Tool-

SteeL Co. v. Breed, 482 N.E.2d 170, 715 (I1f . App. Ct. 1985),

this requj-rement does not extend to trade secrets. packaging v.
Hein, 2075 WL 6164957, at *6 (N.D. I11. Oct. 20, 20L5). Thus,
in order for the Court to determine the enforceability of the
confidentiality provision, 1t will need to determine whether the
information covered by the provision constitutes trade secrets.
This will- require discovery.
B. Count II: Misappropriation of Trade Secrets
To establ-ish a cl-aim for misappropriation of trade secrets
under the Ill-inois Trade Secrets Act ("ITSA"), a plaintiff
show

must

that (1) a trade secret existed; (2) it was misappropriated
-71

through improper acquisition, disclosure, or use;
misappropriation damaged the trade secret's
Corp. v. Mazur, 821 N.E.2d 909, 925 (I11

(3) the

and

Liebert

owner.

App. Ct. 2005);

165

ILCS 1065/2. A trade secret is:

[]lnformation, including but not l-imited to, technical
non-technical
data,
pattern,
a formula,
compi-1ation, program, device, method, technique,
drawing, process, financial data, or list of actual or
potential customers or supplj-ers, that: ( 1 ) is
sufficiently secret to derive economic va1ue, actual
or potenti-al, from not being generally known to other
persons who can obtain economic value from its
disclosure or use; and (2) is the subject of efforts
that are reasonabl-e under the circumstances to
maintain its secrecy or confidentiality.
or

76s rLCS 106s/2(d). Trade secrets include "customer lists

are not readily
marketing p1ans,
information. "

pricing,

ascertainable,
and

sales

data

distribution,

that
and

market analysis

and

MintteL lntern. Grp., Ltd. v. Neergheen, 2070

WL

145186, at *11 (N.D. I11. Jan. 12,2010)

A11i-ed bases its

ITSA claim

on

theory of inevitable

SpecificalIy, it alleges that Tibble knew Allied's
financial- and operational strategy for 2016 j-n an industry wlth

disclosure

handful of

only

competitors, that

he emailed Allied's

confidential informatlon to his personal email- address shortly
before his employment
one

of

All-ied's

responsibilities

ended,

main

at

that he now works for Lakeshore
competitors,

Lakeshore

confidential- informati-on inevitabl-e.
-

18

make
CompI

and that

his

disclosure

of

$1[

26,33,56.

job

this

In seeking to dismi-ss this claim, Tibble argues that Allied
must "pIead something more than its mere fear" of discl-osure of

confidential- information.
dlsclosure, a plaintiff

But under a theory of inevitabl-e

need not point to concrete evidence of

He must merely a11ege that the

misappropriation.

employee

"cannot operate without inevitably disclosing the confidential
j-nformation. "

Complete Bus.

290!96, at *6

(N.

Allied

D. II1.

SoLs .

, Inc. v. Mauro, 2001

Mar. 76, 200L) (emphasis

has done at least this much.

WL

added)

.

Therefore, the Court

declines to dismiss Allied's ITSA cl-aim.
IV.

CONCTUSION

For the reasons stated herein, Tibbl-e's Motion to Dismiss
IECF

No. 161 is denied.

IT IS

SO ORDERED.

Harry D. Leinenweber, Judge
United States District Court
Dated

, $Pu''

7'

La/a

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