Allstate Insurance Company et al v. Ameriprise Financial Services, Inc.

Filing 310

MEMORANDUM Opinion and Order Signed by the Honorable Steven C. Seeger on 8/18/2023. Mailed notice. (jjr, )

UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
ALLSTATE INSURANCE
COMPANY, et al.,

)
)
)
Plaintiffs,
)
)
v.
)
)
AMERIPRISE FINANCIAL
)
SERVICES, INC.,
)
)
Defendant.
)
____________________________________)

Case No. 17-cv-5826
Hon. Steven C. Seeger

MEMORANDUM OPINION AND ORDER
Plaintiffs Allstate Insurance Company and Allstate Life Insurance Company employ
independent contractors who sell insurance plans. Defendant Ameriprise Financial Services, Inc.
hired some of those contractors away from Plaintiffs.
According to Plaintiffs, the new employees brought confidential information with them to
Ameriprise. So, Plaintiffs sued Ameriprise, claiming that Ameriprise had misappropriated trade
secrets in violation of the Defend Trade Secrets Act, tortiously interfered with Allstate’s
business, and engaged in unfair competition.
Discovery came and went. The parties then filed cross motions for summary judgement.
For the following reasons, Plaintiffs’ motion for partial summary judgment is denied, and
Defendant’s motion for summary judgment is granted in small part and denied in large part.
Background
Before diving in, the Court offers one overarching observation. The parties take a
scorched-earth approach to disputing one another’s factual allegations. Flamethrowers could not
have improved the level of scorching.

Few paragraphs survived the flame. For example, Ameriprise disputes 92 of Plaintiffs’
112 statements of fact. See Def.’s Resp. to Pls.’ Statement of Facts (Dckt. No. 278). Plaintiffs
return the favor, disputing 43 of Ameriprise’s 46 statements of additional facts. See Pls.’ Resp.
to Def.’s Statement of Additional Facts (Dckt. No. 293).
And in terms of sheer breadth, the parties spend 230 pages responding to one another’s
statements of facts – not counting the pages in their various memoranda of law. See Def.’s Resp.
to Pls.’ Statement of Facts; Pls.’ Resp. to Def.’s Statement of Facts (Dckt. No. 271); Def.’s Resp.
to Pls.’ Statement of Additional Facts (Dckt. No. 297); Pls.’ Resp. to Def.’s Statement of
Additional Facts. That’s a lot of fire-bombing.
The level of contentiousness between the parties was unusually and unnecessarily high.
The incendiary approach to summary judgment made this Court’s review of the record especially
difficult, and slowed things down.
I.

The Parties
This case involves four relevant businesses: (1) Allstate Insurance Company; (2) Allstate

Life Insurance Company; (3) Allstate Financial Services, LLC; and (4) Ameriprise Financial
Services, Inc. Before diving into the facts, it’s helpful to understand who these four entities are
and what each of them do.
Plaintiff Allstate Insurance Company (“AIC”) provides automobile insurance, property
and casualty insurance, and life insurance to individuals and businesses. See Def.’s Resp. to Pls.’
Statement of Facts, at ¶ 5 (Dckt. No. 278). One way that AIC provides these products and
services to consumers is through the appointment of an independent “Exclusive Agent.” Id.
AIC currently employs around 11,000 Exclusive Agents. See Pls.’ Resp. to Def.’s Statement of
Facts, at ¶ 3 (Dckt. No. 271).

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Plaintiff Allstate Life Insurance Company (“ALIC”) is a life insurance company that
provides life insurance and other fixed products, like fixed annuities. Id. at ¶ 4. AIC owns
ALIC. Id.
Like AIC’s model, ALIC sells its products and services through independent contractors
– which it calls “Exclusive Financial Specialists.” Id.; Pls.’ Resp. to Def.’s Statement of Facts, at
¶ 4 (Dckt. No. 271). For clarity, the Court will frequently refer to these Exclusive Financial
Specialists simply as “financial advisors.”
The parties do not agree about the relationship between AIC and ALIC. According to
Plaintiffs, AIC and ALIC work together – through their Exclusive Agents and Exclusive
Financial Specialists – to “cross-sell” Allstate products and services. See Pls.’ Statement of
Facts, at ¶ 7 (Dckt. No. 239).
More specifically, the ALIC Exclusive Financial Specialists can sell “life and financial
products” to AIC’s customer base, granting those financial advisors “immediate access to 16
million customers and 13 million households.” Id. at ¶¶ 7–8. This large customer pool ensures
that the ALIC Exclusive Financial Specialists “never run[] out of people to call for the sale of
ALIC products,” and ALIC does not require the advisors to generate business outside of AIC’s
existing customer base. Id. at ¶¶ 9–10.
Ameriprise disagrees, but it doesn’t point to any evidence that casts doubt on Plaintiffs’
main point: AIC Exclusive Agents work with ALIC Exclusive Financial Specialists to sell life
insurance and financial products to AIC’s customers – and that’s a large pool of customers.
Compare Def.’s Resp. to Pls.’ Statement of Facts, at ¶¶ 7–11 (Dckt. No. 278), with Maciejewski
Dep., at 27:16-21 (Dckt. No. 239-4) (“So the value proposition that we have is, we have an
endless supply of potential candidates or customers, because you’re [(an Exclusive Financial

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Specialist)] partnering with an agency that has thousands of households that may need financial
products.”); Dougherty Dep., at 34:6-8 (Dckt. No. 239-2) (“We don’t have a customer
acquisition challenge. We have a customer activation challenge.”); id. at 70:8-17 (“And then we
have an [Exclusive Agent and Exclusive Financial Specialist] partnership agreement where they
memorialize that agreement in our database, and they agree to things like . . . . Is the [Exclusive
Financial Specialist] going to have full access to the agent’s eAgent and access Allstate books of
business, or will they have restricted access?”); id. at 72:1-5 (“[T]he general flow is from the
[Exclusive Agent] to the [Exclusive Special Agents], which makes sense because the point of
first contact with the American consumer is the Allstate agent, and we bring in about a million
new customers a year.”). Without any evidence refuting this proposition, the Court deems it
admitted.
That said, an Exclusive Special Agent cannot sell certain financial products as an
independent contractor of ALIC (with or without an AIC Exclusive Agent’s partnership). To
explain those products, the Court must introduce a relevant non-party in this case: Allstate
Financial Services, LLC (“AFS”).
AFS is a subsidiary of AIC, but not ALIC. See Def.’s Resp. to Pls.’ Statement of Facts,
at ¶ 6 (Dckt. No. 278); Def.’s Resp. to Pls.’ Statement of Additional Facts, at ¶ 2 (Dckt.
No. 297). AFS is registered with the Financial Industry Regulatory Authority (“FINRA”) as a
broker-dealer. See Pls.’ Resp. to Def.’s Statement of Facts, at ¶ 18 (Dckt. No. 271). It sells
securities, including variable annuities and mutual funds. Id. FINRA-licensed Exclusive
Financial Specialists can sell those securities through AFS. Id.
Note the different products offered by ALIC and AFS. ALIC is not a broker-dealer or
registered with FINRA, so it cannot sell securities (e.g., variable annuities or other equity-based

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insurance products). See Albanese Dep., at 37:16-18, 38:5-11 (Dckt. No. 247-11); see also
Guntli Dep., at 61:12-17 (Dckt. No. 247-12). In contrast, AFS is registered with FINRA and can
sell securities, like variable annuities. See Albanese Dep., at 37:12-15.
So, as explained in more detail below, an Exclusive Financial Specialist (“EFS”) can sell
a fixed annuity for ALIC, while also selling variable annuities for AFS. See Klink Dep., at 67:311 (Dckt. No. 247-1); see also id. at 71:15-18. In those circumstances, the advisor would have
two separate contractual agreements – one with ALIC to sell fixed annuities, and one with AFS
to sell variable annuities. Id. at 67:12-22; see also id. at 144:5-22.1 But an EFS cannot sell
securities (like variable annuities) on behalf of ALIC – the advisor must sell the securities on
behalf of AFS. See, e.g., Klink Dep., at 71:15-18 (Dckt. No. 247-1) (“Q: An [Exclusive
Financial Specialists] at ALIC cannot sell a variable annuity unless they have a contract with
AFS and a FINRA license and sell through AFS, correct? A: That would be correct.”).
Finally, Defendant Ameriprise is a wealth-management firm that offers its clients
financial planning and advice, wealth management, and brokerage services through a network of
about 10,000 financial advisors. See Pls.’ Resp. to Def.’s Statement of Facts, at ¶ 1 (Dckt.
No. 271). The company is registered as an investment adviser with the SEC and as a brokerdealer with FINRA. Id. at ¶ 2.
Plaintiffs say that Ameriprise “is a competitor of ALIC,” while Ameriprise disputes that
description. See Def.’s Resp. to Pls.’ Statement of Facts, at ¶ 2 (Dckt. No. 278). Either way: the
main point isn’t hard to figure out: the two companies don’t seem to get along (at least in this
litigation).

Plaintiffs argue that ALIC “provides . . . some financial products on behalf of Allstate subsidiaries,
including [AFS].” See Pls.’ Statement of Facts, at ¶ 6 (Dckt. No. 239). But, as explained above, this
allegation is false to the extent it suggests that Exclusive Financial Specialists can sell securities on behalf
of ALIC for AFS.
1

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II.

Exclusive Financial Specialists’ Contracts with ALIC
The Exclusive Financial Specialists (again, “financial advisors”) are this suit’s

protagonists. The whole case revolves around them. Specifically, the parties care about
Ameriprise’s hiring of former Allstate financial advisors, and the contractual agreements that
these advisors had with Plaintiffs and then with Ameriprise. So, the Court begins there, by
diving into the contracts between the advisors and ALIC.
ALIC generally requires that Exclusive Financial Specialists have at least two years of
experience in the financial-services industry before joining the company. See Pls.’ Resp. to
Def.’s Statement of Additional Facts, at ¶ 2 (Dckt. No. 293). ALIC recruits these Exclusive
Financial Specialists from competitors in the insurance field. Id. at ¶ 1.
Upon joining ALIC, Exclusive Financial Specialists sign an agreement with the company
called the “Allstate L2000S Exclusive Financial Specialist Independent Contractor Agreement.”
See Pls.’ Resp. to Def.’s Statement of Facts, at ¶ 7 (Dckt. No. 271). The parties refer to this
agreement as “the EFS Agreement,” and the Court will too.
The EFS Agreement incorporates three relevant documents. Id. at ¶ 8.
The first is the Supplement for the L2000 Agreement, or “EFS Supplement.” Id. The
second is the Exclusive Financial Specialist Agency Standards, or “EFS Agency Standards.” Id.
The third is the Exclusive Financial Specialist Independent Contractor Manual, or “EFS
Manual.” Id.
These EFS Agreements apply just to the Exclusive Financial Specialists and ALIC, plus
ALIC’s affiliates and subsidiaries named in the EFS Supplement. Id. at ¶ 9. ALIC has two
subsidiaries named in the EFS Supplement: (1) Lincoln Benefit Life Co., and (2) American
Heritage Life Insurance Co. Id. So, the EFS Agreements are between the Exclusive Financial

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Specialists on one hand and ALIC, Lincoln Benefit Life Co., and American Heritage Life
Insurance Co. on the other. Id.
Additionally, the EFS Agreements required the Exclusive Financial Specialists to enter a
separate contract with AFS. Id. at ¶ 16. This contract governed the individuals’ work selling
registered securities. Id. Of note here: Plaintiffs are not suing AFS for any of the Exclusive
Financial Specialists’ work selling registered securities – the contract simply allowed the
Specialists to sell financial products that ALIC could not, like variable annuities. Id. at ¶ 19.
In the EFS Agreements, Exclusive Financial Specialists agree that they will not disclose
any “confidential information” or any information containing “trade secrets” about ALIC’s
matters without ALIC’s approval. Id. at ¶ 10. The EFS Agreements define the term
“confidential information” at length:
Confidential information includes, but is not limited to: business plans of
the Company, information regarding the names, addresses, and ages of
policyholders of the Company; types of policies; amounts of insurance;
premium amounts; the renewal dates of policies; policyholder listings and
any policyholder information subject to any privacy law; claim
information; certain information and material identified by the Company
as confidential or information considered a trade secret as provided herein
or by law; and any information concerning any matters affecting or
relating to the pursuits of the company that is not otherwise lawfully
available to the public. All such confidential information is wholly owned
by the Company. Such confidential information may be used by you only
for the purposes of carrying out this Agreement.
Id. at ¶ 11 (quoting EFS Supplement IV(D)) (Dckt. No. 344-2, at 68 of 234). In contrast, the
EFS Agreements do not define “trade secrets” (presumably because the term is a legal term of
art). Id. at ¶ 12.
The EFS Agreements maintain the prohibition on disclosures of confidential information
and trade secrets perpetually, even after termination of the EFS Agreement. Id. at ¶ 10.

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The agreement also prohibits former Exclusive Financial Specialists from soliciting,
selling, or serving life insurance policies, annuity contracts, or other business in competition with
ALIC for one year after termination. Id. at ¶ 13. More specifically, the Exclusive Financial
Specialists agreed not to solicit, sell, or serve products to anyone to whom they sold to while
working for ALIC or to anyone who they discovered from working at ALIC. Id.
The agreement’s non-solicitation provision came with two exceptions.
The first exception was about customer choice. The EFS Manual allowed Exclusive
Financial Specialists to transfer out mutual funds and variable annuities with customer consent
and when requested by a customer, if the EFS ended its relationship with ALIC for any reason
besides a securities law violation. See Pls.’ Resp. to Def.’s Statement of Facts, at ¶ 15 (Dckt.
No. 271).
The second exception was about pre-existing clients. The EFS Manual reserved the right
for Exclusive Financial Specialists to transfer and service any clients obtained before they
became affiliated with AFS. Id. at ¶ 14. Put differently, old clients were grandfathered in.
Finally, either an EFS or ALIC could terminate the EFS Agreement with or without
cause. See Def.’s Resp. to Pls.’ Statement of Facts, at ¶ 17 (Dckt. No. 278). The terminating
party simply needed to provide “90 days written notice, or such greater number of days as
required by law.” Id.
Allstate required EFSs to participate in annual compliance training and other courses
covering the topic of confidential information. See Def.’s Resp. to Pls.’ Statement of Facts, at
¶ 26 (Dckt. No. 278).

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There’s a lot of moving parts, and the parties fight tooth and nail on almost every fact
going forward. It’s the legal equivalent of trench warfare. The record is voluminous, with
interminable factual disputes around every corner.
So, to help cut through the quagmire, the Court offers the following high-level
summation: Plaintiff AIC owns Plaintiff ALIC. ALIC is a life insurance company that sells life
insurance and other fixed products, like fixed annuities. ALIC employed the financial advisors
(EFSs) central to this case. Financial advisors sold fixed annuities on behalf of ALIC, and
sometimes variable annuities on behalf of another company, AFS (also owned by AIC). And as
a condition of their employment with ALIC, financial advisors signed the EFS Agreement,
which subjected them to certain confidentiality and non-solicitation obligations both during and
after their employment.
With that general background in hand, the Court sets out the remaining facts.
III.

Ameriprise’s Recruitment Procedure
Ameriprise asks prospective financial advisors who it recruits to provide any contract

agreements that the advisors have with their current firms. See Pls.’ Resp. to Def.’s Statement of
Facts, at ¶ 20 (Dckt. No. 271).2 So, many of the former Exclusive Financial Specialists who left
ALIC for Ameriprise submitted their EFS Agreements to Ameriprise. Id. at ¶ 21.
Ameriprise also generally asks prospective advisors to provide commission statements or
similar records from their current firms. Id. at ¶ 24. Ameriprise uses those records to verify the
advisors’ self-reported financial performance. Id.

Plaintiffs responded here, and elsewhere, by admitting that fact and then “[f]urther answering” with
additional facts. See Pls.’ Resp. to Def.’s Statement of Facts, at ¶¶ 19–21, 29, 31–32, 46–48, 69, 79, 89,
108 (Dckt. No. 271); see also Pls.’ Resp. to Def.’s Statement of Additional Facts, at ¶¶ 3, 7–9, 33, 42
(Dckt. No. 293). But Plaintiffs’ response to Defendant’s statement of facts is not the appropriate place for
Plaintiffs to introduce more facts. See L.R. 56.1(e)(2) (“A response may not set forth any new facts,
meaning facts that are not fairly responsive to the asserted fact to which the response is made.”). If
2

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But key to the dispute at hand, Plaintiffs and Ameriprise contest what client information
falls into Ameriprise’s hands during this recruitment process. Plaintiffs argue that Ameriprise
recruits former Exclusive Financial Specialists, and then has them bring their client information
over to the new company. Ameriprise disagrees.
The parties dispute three sets of facts: (1) Ameriprise’s due diligence procedures for
incoming Exclusive Financial Specialists; (2) Ameriprise’s “portability analysis” of potential
advisors; and (3) Ameriprise’s Non-Protocol Transition Guide for incoming advisors. For all
three procedures, Plaintiffs argue that former ALIC Exclusive Financial Specialists transferred
confidential client information from ALIC to Ameriprise.
First, as a matter of general due diligence, Ameriprise says that it “expressly and clearly”
directs prospective advisors that they must prevent client-identifying information from being
submitted to Ameriprise. See Def.’s Statement of Facts, at ¶ 25 (Dckt. No. 241). Still,
Ameriprise acknowledges that prospective financial advisors may submit statements that
erroneously include client names or other information. Id. at ¶ 26.
But, in response to erroneously included client information, Ameriprise contends that it
has a “standing policy across the organization that if any client-identifying information is
received, that information is immediately deleted from [its] systems, and all parties are instructed
to do so if they have any of that information on their computers.” Id. at ¶ 27 (quoting George
Dep., at 241:11 – 242:3 (Dckt. No. 247-13)). And Ameriprise contends that it stores any
information submitted by a prospective advisor in the advisor’s recruiting file on a network drive

Plaintiffs wanted the Court to consider the facts in their “[f]urther answering” statements, then Plaintiffs
should have included those facts in their statement of additional facts. See L.R. 56.1(b)(3); see also Pl.’s
Statement of Additional Facts (Dckt. No. 278). Because Plaintiffs disregarded the Local Rules, the Court
disregarded any facts introduced in that manner.

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– which is not distributed outside Ameriprise’s recruiting or transition teams. Id. at ¶ 28 (citing
Vinson Dep., at 38:14-18, 202:23 – 203:22 (Dckt. No. 247-18)).
Plaintiffs view Ameriprise’s due diligence process differently. They argue that
Ameriprise does not expressly communicate with prospective advisors about providing client
information. See Pls.’ Resp. to Def.’s Statement of Facts, at ¶ 25 (Dckt. No. 271). In fact,
Ameriprise directs ALIC’s Exclusive Financial Specialists to collect and provide specific client
information, including weekly and monthly sales statements, a global client list, and commission
statements. Id. at ¶¶ 25, 27. Ameriprise even suggests that incoming advisors bring their
computers with them so that Ameriprise can search Plaintiffs’ secure system for the client
reports. Id. at ¶¶ 25, 27.
And after receiving client-identifying information, Ameriprise doesn’t always say that the
information (e.g., reports with client names) was erroneously sent. Id. at ¶¶ 25–26. Instead,
Ameriprise will forward the information within the company. Id. Plaintiffs also contend that the
prospective advisors’ information doesn’t only stay on that advisor’s recruiting file on a network
drive – the information may also go to Ameriprise’s General Counsel’s office, outside counsel,
and a SalesForce database. Id. at ¶ 28 (citing Vinson Dep., at 202:3-14 (Dckt. No. 247-18)).
Second, and in addition to its general due diligence, Ameriprise vets potential advisors
through its “portability analysis.” Id. at ¶ 30. This analysis determines an advisor’s potential
success at Ameriprise, focusing on whether – and to what extent – the advisor’s financial
products and other business can be transferred to Ameriprise. See Def.’s Statement of Facts, at
¶¶ 30–31 (Dckt. No. 241); Pls.’ Resp. to Def.’s Statement of Facts, at ¶ 31 (Dckt. No. 271).
Plaintiffs agree that Ameriprise engages in a portability analysis, but they argue that the
analysis occurs regardless of the Exclusive Financial Specialists’ contractual obligations under

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the EFS agreement. See Pls.’ Resp. to Def.’s Statement of Facts, at ¶ 30.3 And Ameriprise will
even go out of its way to recruit ALIC Exclusive Financial Specialists who have particularly
large books of life insurance business (i.e., more clients). Id. at ¶ 33.
Third, Ameriprise says that it has an additional failsafe to ensure that advisors’ client
information doesn’t transfer during the recruitment process: the Ameriprise Non-Protocol
Transition Guide. See Def.’s Statement of Facts, at ¶ 35 (Dckt. No. 241); see also Non-Protocol
Transition Guide (Dckt. No. 244-3, at 194–255 of 261). That guide sets out the general process
for bringing aboard new financial advisors from firms that aren’t members of the Protocol on
Broker Recruiting – such as ALIC. See Def.’s Statement of Facts, at ¶ 35.
According to Ameriprise, the company instructs advisors coming from firms like ALIC
to avoid bringing any information from their prior firms. Id. at ¶ 34. And the Non-Protocol
Transition Guide expressly tells incoming advisors that they cannot take account numbers,
account statements, individual client files, contact databases, email addresses, and other clientbased information. See Non-Protocol Transition Guide, at 9 (Dckt. No. 244-3, at 202 of 261).
That said, the guide allows one exception to the general ban on bringing information
from a prior firm – the holiday list. In the Non-Protocol Transition Guide, Ameriprise directs
new advisors to assemble “holiday lists” of “[a]cquaintances, friends, [and] family” based on
memory and publicly available sources of information. See Def.’s Statement of Facts, at ¶¶ 36–
37 (Dckt. No. 241). In other words, a list of “[a]nyone that the advisor would normally send a

Plaintiffs also challenge Ameriprise’s description of the process, but not really. According to Plaintiffs,
the portability assessment seeks a detailed listing of the advisor’s various financial products to “help all
vested parties be prepared for a successful transition of [the advisor’s] book of business,” and Ameriprise
uses this information to “expedite the transfer of [the advisor’s] clients’ assets to Ameriprise.” See Pls.’
Resp. to Def.’s Statement of Facts, at ¶ 30 (Dckt. No. 271) (citations omitted). That’s not a serious
factual challenge. Plaintiffs simply describe, in more words, the portability assessment’s function: the
smooth transfer of financial products.
3

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holiday card to.” Id. at ¶ 37. (Hence the “holiday” in holiday list.) But Ameriprise instructs
new advisors to use this list only to announce that they have joined Ameriprise. Id. at ¶ 38.
Plaintiffs, once again, paint a different picture. They allege that although Ameriprise
provides the Non-Protocol Transition Guide to incoming financial advisors, it fails to enforce or
monitor compliance with its policies. See Pls.’ Resp. to Def.’s Statement of Facts, at ¶ 35 (Dckt.
No. 271). Plaintiffs say the Guide is lip service. They focus on the holiday list.
Plaintiffs contend that, given the timing of the holiday list, Ameriprise must know that its
incoming Exclusive Financial Specialists compile their lists while still affiliated with ALIC. Id.
at ¶ 36. And those lists can include thousands of names. Id. at ¶ 37. Some incoming advisors
label the names as “client households” and “client lists.” Id. So, the lists can provide valuable
client information to Ameriprise when used for purposes other than announcing a job change.
Id. at ¶ 38.
IV.

The Exclusive Financial Specialists at Issue
The parties dispute how many Exclusive Financial Specialists, meaning the people who

left ALIC to join Ameriprise, are at issue. Ameriprise says that the case focuses on 13 EFSs who
joined Ameriprise at various times between 2013 and 2017. See Def.’s Statement of Facts, at ¶ 6
(Dckt. No. 241). Plaintiffs argue that the number of EFSs “at issue” is above 50, and that the
relevant period spans from 2013 through 2019. See Pls.’ Resp. to Def.’s Statement of Facts, at
¶ 6 (Dckt. No. 271).
That said, the parties agree that one advisor, Stephen Caruso, plays a role in the story.
Caruso worked as an EFS for Allstate Life Insurance of New York, a non-party subsidiary of
ALIC. Id. at ¶¶ 17, 56. Caruso transferred to Ameriprise in 2012. Id. at ¶ 56. More on him
later.

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So, in sum, the parties primarily focus on 13 former ALIC EFSs who transferred to
Ameriprise between 2013 and 2019, along with one former EFS (Caruso) who worked for
nonparty Allstate Life Insurance Company of New York before transferring to Ameriprise in
2012.
V.

Clients in Common
Notwithstanding their dispute on the number of advisors at issue, the parties agreed to a

list of 211 “clients in common.” Id. at ¶ 50. These 211 individuals were customers of the 14
former Exclusive Financial Specialists (including Caruso) at the time the advisors terminated
their relationships with ALIC (or its subsidiary) and transferred to Ameriprise. Id. The
customers then purchased insurance or a financial product at Ameriprise with the same EFS
during that advisor’s first year with Ameriprise. Id.
In keeping with the tenor of this litigation, the parties spill a barrel of ink on the
distribution of these “clients in common” among the 14 former EFSs. For example, Ameriprise
dedicates 91 of the 144 paragraphs in its statement of facts to describing the distribution of these
clients, including the date of clients’ policies with a specific advisor and when the polices were
terminated (if at all). See Def.’s Statement of Facts, at ¶¶ 53–114 (Dckt. No. 241); see also id. at
¶¶ 89–91 (“Of the clients to whom Stillwell was assigned on his last day with ALIC, 26
(including Stillwell himself) were identified as Clients in Common. Of those 26, 16 had AFS
accounts or products in addition to ALIC products. Also of those 26: two had an ALIC policy
terminate during his first year with Ameriprise and one had an ALIC policy terminate at some
point after Stillwell’s first year with Ameriprise . . . .”).

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Plaintiffs, for their part, devote 38 pages to dispute these facts (more than half of their 72page response). See Pls.’ Resp. to Def.’s Statement of Facts, at ¶¶ 53–114 (Dckt. No. 271). But
on closer inspection, Plaintiffs’ response doesn’t add much substance.
Plaintiffs primarily argue that the “clients in common” list doesn’t tell the full story.
They say that the 211 shared clients don’t represent the only customers or damages at issue in
this litigation. Id. at ¶ 32. Along with the agreed “clients in common” list, “Plaintiffs also
produced an ‘agree to disagree’ list of customers ‘in common’ but because of certain
discrepancies in how names were entered in the database (i.e., John H. Doe vs. John Doe),
Ameriprise would not agree that the same customer was being serviced at Ameriprise if the
names were not an exact match.” Id. at ¶ 32. The “agree to disagree” list also includes
customers who transferred to Ameriprise, but who only had an AFS product – not an ALIC
product – at the time the EFS left Allstate. Id. at ¶ 50.
Plaintiffs then refer to the “agree to disagree” list 89 times throughout their response,
frequently relying on the exact same language above (including the same paragraph) to dispute a
fact. See, e.g., ¶¶ 50, 51, 54, 57, 58, 59, 60, 62, 63, 64, 65, 67, 68, 71, 72, 73, 74, 75, 77, 78, 80,
81, 82, 84, 85, 86, 87, 89, 90, 91, 92, 93, 96, 97, 98, 99, 101, 102, 103, 104, 108, 109, 110, 111,
112.
But despite referencing an “agree to disagree” list close to 100 times, Plaintiffs never
once cite to the record. Plaintiffs don’t give the Court any reason to believe that this purported
“agree to disagree” list broadens this litigation – let alone that this list even exists.
At summary judgment, a flat denial isn’t enough. A party disputing a fact must “cite
specific evidentiary material that controverts the fact and must concisely explain how the cited
material controverts the asserted fact.” See L.R. 56.1(e)(3). Plaintiffs did not support their

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denials of the clients in common list with any evidence, so Ameriprise’s facts on the distribution
of those clients are deemed admitted. Relatedly, the Court will consider only the 211 “clients in
common” when ruling on the present motions.
VI.

Alleged Trade Secrets
The alleged trade secrets in this case consist primarily of AIC and ALIC-collected

information relating to customers and the policies they hold. Plaintiffs refer to this information
collectively as their “customer lists.” See Pls.’ Mem. in Support of Summ. J., at 7 (Dckt. No.
238).
“Customer lists,” Plaintiffs allege, are client data profiles put together by ALIC through
its relationship with the client vis-à-vis an EFS. That data includes client name, age, contact
information, and information about policies the client holds – such as the policy types, amounts
of insurance, premium amounts, renewal dates, and so on. Id. at 7–8. Plaintiffs allege that this
compilation of data, rather than the data individually, warrants trade secret protection. Id. at 8
(“[I]t is the compilation of this information in Allstate proprietary and protected databases that
makes the information as a whole valuable to a competitor like Ameriprise and worthy of trade
secret protection.”).
In addition to their client-related information, Plaintiffs also identify certain “financial
and business information” as trade secrets. See Pls.’ Mem. in Support of Summ. J., at 8 (Dckt.
No. 238). This information includes sales statements, commission statements, and the EFS
Supplement. Id.; see also Pls.’ Resp. to Def.’s Mtn., at 4 (Dckt. No. 270).
VII.

The Lawsuit
In August 2017, Plaintiffs sued Ameriprise. See Cplt. (Dckt. No. 1). They brought three

claims: (1) a violation of the Defend Trade Secrets Act; (2) tortious interference with business

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relationships; and (3) unfair competition. Id. at Counts I–III. Discovery came and went, and
both parties now move for summary judgment. See Pls.’ Mtn. for Partial Summ. J. (Dckt.
No. 237); Def.’s Mtn. for Summ. J. (Dckt. No. 240).
Legal Standard
A district court “shall grant” summary judgment “if the movant shows that there is no
genuine dispute as to any material fact and the movant is entitled to judgment as a matter of
law.” See Fed. R. Civ. P. 56(a). A genuine dispute of material fact exists if “the evidence is
such that a reasonable jury could return a verdict for the nonmoving party.” Anderson v. Liberty
Lobby, Inc., 477 U.S. 242, 248 (1986). The party seeking summary judgment has the burden of
establishing that there is no genuine dispute as to any material fact. See Celotex Corp. v. Catrett,
477 U.S. 317, 323 (1986). To survive summary judgment, the opposing party must go beyond
the pleadings and identify specific facts showing the existence of a genuine issue for trial. See
Anderson, 477 U.S. at 256.
The Court construes all facts in the light most favorable to the nonmoving party, giving
him the benefit of all reasonable inferences. See Chaib v. Geo Grp., Inc., 819 F.3d 337, 341 (7th
Cir. 2016). The Court does not weigh the evidence, judge credibility, or determine the truth of
the matter, but rather determines only whether a genuine issue of triable fact exists. See Nat’l
Athletic Sportswear, Inc. v. Westfield Ins. Co., 528 F.3d 508, 512 (7th Cir. 2008). Summary
judgment is appropriate if, on the evidence provided, no reasonable jury could return a verdict in
favor of the non-movant. See Celotex Corp., 477 U.S. at 322; Gordon v. FedEx Freight, Inc.,
674 F.3d 769, 772–73 (7th Cir. 2012).
When, as here, parties file cross motions for summary judgment, the Court construes all
facts and draws all reasonable inferences in favor of the party against whom the motion was

17

filed. See Indianapolis Airport Auth. v. Travelers Prop. Cas. Co. of Am., 849 F.3d 355, 361 (7th
Cir. 2017). The Court treats the motions “separately in determining whether judgment should be
entered in accordance with Rule 56.” Marcatante v. City of Chicago, 657 F.3d 433, 439 (7th Cir.
2011); see also Kreg Therapeutics, Inc. v. VitalGo, Inc., 919 F.3d 405, 416 (7th Cir. 2019)
(“Each cross movant for summary judgment bears a respective burden to show no issue of
material fact with respect to the claim.”).
Analysis
Both Plaintiffs and Defendant moved for summary judgment on all three counts. See
Pls.’ Mem. in Support of Partial Summ. J., at 5–29 (Dckt. No. 238); Def.’s Mem. in Support of
Summ. J., at 10–29 (Dckt. No. 242). Plaintiffs request summary judgment on the question of
liability for each claim, putting off damages for trial. See Pls.’ Mem. in Support of Partial
Summ. J., at 4. Defendant seeks to end the case here and now, requesting summary judgment on
all three claims in their entirety.
I.

Standing Issues
Ameriprise raises several preliminary issues that the Court must address before turning to

the merits.
First, Ameriprise asks this Court to dismiss Plaintiff Allstate Insurance Company from
the case. As Ameriprise sees it, “AIC does not have standing to sue Ameriprise, as AIC’s sole
connection with this case is that it owns ALIC.” See Def.’s Mem. in Support of Summ. J., at 27
(Dckt. No. 242). With no hook besides owning ALIC, Ameriprise thinks that AIC has nothing to
hang its hat on.

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Ameriprise underplays AIC’s stake in this case. AIC isn’t simply acting as a helicopter
parent in its subsidiary’s trade secrets litigation. Rather, the evidence shows that AIC’s own
trade secrets are on the line. It has skin in the game.
ALIC and AIC store their client information jointly. That is, client information for both
AIC and ALIC is housed in a shared Allstate database. See Schmidt Dep., at 245:9 – 246:19
(Dckt. No. 239-5). The client information contained in that database is the subject of this case.
AIC therefore has standing to sue. “An owner of a trade secret that is misappropriated
may bring a civil action under this subsection if the trade secret is related to a product or service
used in, or intended for use in, interstate commerce.” See 18 U.S.C. § 1836(b)(1).
Thus, the fact that AIC is not a party to the EFS Agreements is beside the point. AIC
owns trade secrets at issue, so it is a proper party to this litigation. See R.R. Donnelley & Sons
Co. v. Marino, 505 F. Supp. 3d 194 (W.D.N.Y. 2020) (finding that parent company had standing
to bring DTSA claims for misappropriation for trade secrets against its subsidiary’s former
employees and competitor where the complaint contained specific allegations of
misappropriation of the parent company’s trade secrets).
Second, Ameriprise argues that the Court should dismiss any claims related to Stephen
Caruso for lack of standing. The Court agrees.
Caruso, as the Court has already noted, was employed by non-party ALIC New York, a
subsidiary of plaintiff ALIC. See Pls.’ Resp. to Def.’s Statement of Facts, at ¶¶ 17, 56 (Dckt.
No. 271). Caruso’s employment agreement was between him and ALIC New York, not ALIC.
So, ALIC did not employ Caruso.
Plaintiffs point to the terms of Caruso’s employment agreement and argue that Caruso
was an employee of ALIC, not ALIC New York. See Pls.’ Resp. to Def.’s Mtn., at 26 (Dckt. No.

19

270). But the agreement says no such thing. Caruso’s employment agreement stated that it was
between “Allstate Life Insurance Company of New York and such affiliates and subsidiaries . . .
as are named in the Financial Specialist Procedure Manual.” See Def.’s Resp. to Pls.’ Statement
of Facts, at ¶ 14 (Dckt. No. 278). The manual doesn’t list ALIC or AIC as falling into those
categories.
So, Caruso was not an employee of ALIC, and his employment agreement did not create
any contract between him and ALIC. The Court therefore dismisses any claims related to
Stephen Caruso.
II.

Violation of the Defend Trade Secrets Act (Count I)
The Court now turns to the claims in this case. First, Plaintiffs contend that Ameriprise

misappropriated their trade secrets in violation of the Defend Trade Secrets Act (“DTSA”). See
Cplt., at ¶ 109–26 (Dckt. No. 1).
Under the Defend Trade Secrets Act, “[a]n owner of a trade secret that is misappropriated
may bring a civil action . . . if the trade secret is related to a product or service used in, or
intended for use in, interstate or foreign commerce.” See 18 U.S.C. § 1836(b)(1). To succeed, a
plaintiff must show (1) the existence of a trade secret, and (2) that the defendant misappropriated
that trade secret. See Packaging Corp. of Am., Inc. v. Croner, 419 F. Supp. 3d 1059, 1065–66
(N.D. Ill. 2020); Gen. Elec. Co. v. Uptake Techs., Inc., 394 F. Supp. 3d 815, 831 (N.D. Ill. 2019);
Mission Measurement Corp. v. Blackbaud, Inc., 216 F. Supp. 3d 915, 919–20 (N.D. Ill. 2016).
Plaintiffs brought their trade secrets claim under the federal DTSA. For its analysis,
however, the Court also relies on cases interpreting claims under the Illinois Trade Secrets Act,
“because the elements of a claim arising under those statutes are the same.” Next Payment Sols.,
Inc. v. CLEAResult Consulting, Inc., 2019 WL 955354, at *72 n.13 (N.D. Ill. 2019). Courts have

20

regularly noted that the state statute and the DTSA “impose[ ] the same requirements,” and that
“the pertinent definitions of the two acts overlap.” Mickey’s Linen v. Fischer, 2017 WL
3970593, at *9 (N.D. Ill. 2017); Molon Motor & Coil Corp. v. Nidec Motor Corp., 2017 WL
1954531, at *2 (N.D. Ill. 2017); see also 765 ILCS 1065 et seq.
The parties disagree about whether the evidence is sufficient on both of the two elements
of a DTSA claim – i.e., the existence of a trade secret and Ameriprise’s misappropriation. So the
Court addresses each element in turn.
A.

Trade Secret Status

The first question is whether the case involves trade secrets.
The Defend Trade Secrets Act defines “trade secrets.” The definition provides a
nonexclusive list of trade secrets: “all forms and types of financial, business, scientific,
technical, economic, or engineering information, including patterns, plans, compilations,
program devices, formulas, designs, prototypes, methods, techniques, processes, procedures,
programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or
memorialized physically, electronically, graphically, photographically, or in writing.” See 18
U.S.C. § 1839(3).
Then, the statute qualifies those “forms and types” of “information,” through two
requirements: (1) the owner must have “taken reasonable measures to keep such information
secret,” and (2) the information must “derive[] independent economic value, actual or potential,
from not being generally known to, and not being readily ascertainable through proper means by,
another person who can obtain economic value from the disclosure or use of the information.”
See 18 U.S.C. § 1839(3)(A)–(B).

21

“Both of the Act’s statutory requirements focus fundamentally on the secrecy of the
information sought to be protected.” Learning Curve Toys, Inc. v. PlayWood Toys, Inc., 342
F.3d 714, 721 (7th Cir. 2003) (describing the substantive requirements under the Illinois Trade
Secrets Act).
But the two requirements emphasize different aspects of secrecy. The first requirement –
that the plaintiff take reasonable measures to maintain secrecy – “prevents a plaintiff who takes
no affirmative measures to protect others from using its proprietary information from obtaining
trade secret protection.” Id. at 722. The second requirement – that the information be
sufficiently secret to impart economic value – “precludes trade secret protection for information
generally known or understood within an industry even if not to the public at large.” Id.
So, to show that particular information is a trade secret, a plaintiff must demonstrate that
(1) the information is valuable, (2) it is “not known to others who might profit by its use,” and
(3) it “has been handled by means reasonably designed to maintain secrecy.” IDX Sys. Corp. v.
Epic Sys. Corp., 285 F.3d 581, 583 (7th Cir. 2002) (explaining the elements necessary to prove
trade secrets under Wisconsin Uniform Trade Secrets Act, which defines “trade secret” using the
same elements – and sometimes the same language – as the DTSA).
“In many cases, the existence of a trade secret is not obvious, and requires an ad hoc
evaluation of all the surrounding circumstances.” Learning Curve Toys, 342 F.3d at 723. As a
result, the Seventh Circuit has warned district courts that “[t]he existence of a trade secret [under
the ITSA] ordinarily is a question of fact . . . best ‘resolved by a fact finder after full presentation
of evidence from each side.’” Id. (quoting Lear Siegler, Inc. v. Ark-Ell Springs, Inc., 569 F.2d
286, 288 (5th Cir. 1978)). Such is the case here.

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1.

Identifying the Trade Secrets

As an initial matter, Ameriprise argues that Plaintiffs have not identified the trade secrets
at issue in this case with enough specificity. See Def.’s Mem. in Support of Summ. J., at 10
(Dckt. No. 242).
A plaintiff must identify the purported trade secret with an appropriate level of
specificity. See IDX Sys., 285 F.3d at 584. “Such particularity is necessary given that a plaintiff
cannot prevail at trial [under the DTSA] unless it identifies its trade secrets in sufficient detail
that the trier of fact can determine what information comprises the secret and whether it was kept
a secret.” Vendavo, Inc. v. Long, 397 F. Supp. 3d 1115, 1130 (N.D. Ill. 2019).
So, before a court or jury can determine whether certain information constitutes a trade
secret, the plaintiff must adequately point to what its trade secret is. “[W]here a plaintiff
suggests that general categories of information are trade secrets, the lack of specificity greatly
reduces its chances of demonstrating that a defendant has misappropriated its trade secrets.” Id.
“Hence, [a plaintiff] cannot state a claim for trade secret protection . . . simply by
producing long lists of general areas of information which contain unidentified trade secrets.”
GlobalTap LLC v. Elkay Mfg. Co., 2015 WL 94235, at *5 (N.D. Ill. 2015) (alterations in
original) (quoting Nilssen v. Motorola, Inc., 963 F. Supp. 664, 672 (N.D. Ill. 1997)). “A plaintiff
must do more than just identify a kind of technology and then invite the court to hunt through the
details in search of items meeting the statutory definition.” IDX Sys., 285 F.3d at 584; see also
AMP Inc. v. Fleischhacker, 823 F.2d 1199, 1203 (7th Cir. 1987). “The plaintiff must show
concrete secrets.” Composite Marine Propellers, Inc. v. Van Der Woude, 962 F.2d 1263, 1266
(7th Cir. 1992).

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Plaintiffs at first struggle to pin down the trade secrets in this case. Many of their briefs
adopt an approach that could be dubbed: “If Ameriprise asked for it, it was a trade secret.”
For example, Plaintiffs’ opening memorandum focuses almost exclusively on what
Ameriprise requested from incoming financial advisors – not what information is a trade secret.
See, e.g., Pls.’ Mem. in Support of Summ. J., at 6 (Dckt. No. 238) (“Ameriprise . . . instructed
the transitioned EFSs to send Ameriprise (prior to their transition) a list of ALIC and AIC
clients, including names, addresses, phone numbers, and other contact information.”); id. at 7
(“In addition to the client lists, during recruitment Ameriprise also requires the EFSs to provide
‘firm generated [official] documentation’ showing, among other things, the breakdown of
business the EFS serviced at Allstate . . .”); id. at 8 (“Often times Ameriprise directed the EFS to
exactly which statements within the Allstate system to collect and provide, including “weekly
and monthly sales statements,” a “Global Client List,” and commission statements.”).
That approach won’t do. “[T]o sustain a trade secrets claim a party must do more than
simply persist in the blunderbuss statement that ‘Everything you got from us was a trade secret.’”
Nilssen, 963 F. Supp. at 672 (internal quotations omitted). The task of identifying trade secrets
isn’t about what the defendant did; it’s about what the plaintiff wants to protect. And on that
front, a plaintiff can’t just gesture vaguely to amorphous material.
Eventually, however, Plaintiffs zoom in on a few items. They articulate their trade
secrets as: (1) client contact lists; (2) global client lists; (3) historical client product; (4) client
policy and payment information; (5) the EFS Supplement, which contains compensation and
commission program details; and (6) historical business information particular to the individual
EFSs, including monthly compensation plans and commission statements. See Pls.’ Resp. to
Def.’s Mtn., at 3–4 (Dckt. No. 270).

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That’s a lot. So, to help clarify its analysis, the Court interprets Plaintiffs’ trade secrets as
falling into two categories: (1) client-related information; and (2) proprietary business
information. The Court addresses each category in turn.
Beginning with the first category – Plaintiffs’ client information – Ameriprise argues that
Plaintiffs have not carried their burden of pinning down the specific customer information that
they seek to protect. See Def.’s Mem. in Support of Summ. J., at 10–11 (Dckt. No. 242).
“[T]hey have not identified a specific compilation, contact file, or document at issue here.” Id. at
12.
The Court finds that Plaintiffs have met their burden and sufficiently identified their trade
secrets relating to their customer information. The customer information consists of Allstatecollected information about customers and the policies they hold. Plaintiffs refer to this
information collectively as their “customer lists.” See Pls.’ Resp. to Def.’s Mtn., at 7 (Dckt. No.
270).
Plaintiffs’ “customer lists” are client data profiles that Allstate put together through its
relationship with the client vis-à-vis an EFS. That data includes client name, age, contact
information, and information about policies the client holds – such as the policy types, amounts
of insurance, premium amounts, renewal dates, and so on. Id. at 7–8.
Plaintiffs allege that this compilation of data, rather than the data individually, warrants
trade secret protection. Id. at 8 (“[I]t is the compilation of this information in Allstate proprietary
and protected databases that makes the information as a whole valuable to a competitor like
Ameriprise and worthy of trade secret protection.”).
Plaintiffs specifically identify the information that falls within the ambit of the
compilations of customer data they seek to protect. That information includes “lists of customers

25

and customer contact information from the EFS’s Allstate books of business,” “historical client
product information, policy and payment information, dates of birth, and other critical
information that, as compiled, paints a picture for a competitor as to how to service that
customer, including areas of vulnerability for the sale or marketing of new products.” See Pls.’
Reply to Def.’s Mtn. for Summ. J., at 9 (Dckt. No. 292); see also Pl.’s Mem. in Support of
Summ. J., at 7 (Dckt. No. 238) (quoting the EFS Agreement and describing Allstate confidential
information as including “names, addresses, and ages of policyholders,” and the “types of
policies, amounts of insurance, premium amounts, the renewal dates of policies, policyholders’
listings and any policy holder’s information subject to any privacy law”).
Customer lists, meaning a business’s collection of customer identities, are protectable
trade secrets. See Allied Waste Servs. of N. Am., LLC v. Tibble, 177 F. Supp. 3d 1103, 1112
(N.D. Ill. 2016) (“Trade secrets include ‘customer lists that are not readily ascertainable, pricing,
distribution, and marketing plans, and sales data and market analysis information.’”) (quoting
Mintel Intern. Grp., Ltd. V. Neergheen, 2010 WL 145786, at *11 (N.D. Ill. 2010)); Mickey’s
Linen, 2017 WL 3970593, at *9 (“Although the DTSA does not expressly include customer lists
within its definition of a trade secret, its definition includes any valuable business information
for which reasonable measures are taken to maintain secrecy, and is therefore applicable to
customer lists.”); APC Filtration, Inc. v. Becker, 646 F. Supp. 2d 1000, 1010 (N.D. Ill. 2009)
(granting summary judgment on trade secrets claim, noting the “obvious and well recognized”
value of customer and potential customer contact information); see also ILCS 1065/2(d)
(including “list of actual or potential customers” within the definition of a trade secret).
Likewise, courts have regularly held that “customer-specific information,” like the client
contact and policy-related data at issue here, may warrant trade secret protection. See, e.g.,

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Vendavo, 397 F. Supp. 3d at 1131; Mickey’s Linen, 2017 WL 3970593, at *9 (“[C]ustomerspecific information warrants trade secret protection so long as it was maintained in
confidence”); APC Filtration, 646 F. Supp. 2d at 1010 (concluding that “customer-specific
information such as product preferences and deviated pricing” was protectable under the Illinois
Trade Secrets Act); Am. Family Mut. Ins. Co. v. Roth, 485 F.3d 930, 933 (7th Cir. 2007) (finding
customer information database a protectable trade secret where the plaintiff had filtered the
clients for their suitability to buy insurance).
Plaintiffs have adequately identified their customer-related trade secrets. Plaintiffs’
customer information is “sufficiently definite for the Court to determine what information
comprises the secret and whether it was kept secret.” Vendavo, 397 F. Supp. 3d at 1131 (internal
quotation marks omitted).
As to the second bucket – Allstate’s “proprietary business information” – the Court
reaches a slightly different conclusion. Plaintiffs have identified some, but not all, of the
information with the requisite degree of specificity.
Plaintiffs broadly define the second category of trade secrets as “proprietary business
information.” See Pls.’ Resp. to Def.’s Mtn., at 4 (Dckt. No. 270). Apparently, that information
includes “weekly and monthly sales statements,” “commission statements,” “financial
documents,” “manuals,” and “other Allstate generated documents.” See Pls.’ Mem. in Support
of Summ. J., at 8 (Dckt. No. 238); Pls.’ Resp. to Def.’s Mtn., at 5 (Dckt. No. 270).
At summary judgment, a plaintiff’s misappropriation claims are limited only “to trade
secrets that are supported by the particular documents that [it] has specified in [its] memoranda.”
Nilssen, 963 F. Supp. at 673. And here, Plaintiffs have a hard time pinning down which

27

“proprietary business information” is at issue – and an even harder time pointing to record
evidence of what those documents were.
The only business information that Plaintiffs specifically identify and support with record
evidence are EFS commission and sales statements. Plaintiffs point to two documents, both
apparently pulled from Allstate’s internal systems. The first document is EFS
“premium/deposits summary,” which details ex-EFS Troy Trahan’s production. See Def.’s
Resp. to Pls.’ Statement of Facts, at ¶ 62 (Dckt. No. 278). The other shows ex-EFS Al Kulig’s
“totals by product” report. Id. at ¶ 61.
Commission and sales reports are protectable as trade secrets. See Network Cargo Sys.
Int’l, Inc. v. Pappas, 2014 WL 1674650, at *4 (N.D. Ill. 2014); see also Mickey’s Linen, 2017
WL 3970593, at *10 (finding that “closely guarded financial information” such as profitability
and financial data for each department “plainly qualifies for trade secret protection”). Plaintiffs
may therefore proceed on claims related to EFS-specific commission and sales statements at
trial.
But the Court finds that Plaintiffs have not identified the rest of the information at issue
with the requisite degree of specificity (or sometimes any specificity whatsoever). The Court is
left wondering what that information is, and whether it exists.
Consider Plaintiffs’ claims relating to the EFS Supplement. Plaintiffs at times seek
protection for the entire 100-page document. See Pls.’ Resp. to Def.’s Mtn., at 3–4 (Dckt. No.
270) (“[T]he trade secrets at issue are . . . proprietary business information including [Plaintiffs’]
EFS Supplement.”). But at others, Plaintiffs suggest that only certain information in the EFS
Supplement is at issue. Id. at 4 n.1 (stating Allstate’s “position that its Supplement contains
Allstate trade secrets”).

28

When Plaintiffs attempt to pinpoint which information in the Supplement they seek to
protect, they remain vague. According to Plaintiffs, the Supplement “contains, among other
things, details regarding Allstate’s compensation and commission program.” Id. at 4. Even then,
Plaintiffs fail to cite to the Supplement or specific portions of that lengthy document.
These vacillating statements leave the Court with two questions: Do Plaintiffs seek to
protect the EFS Supplement in whole, or in part? And if the latter, which part?
Similar vagueness proved fatal in GlobalTap LLC v. Elkay Mfg. Co., 2015 WL 94235
(N.D. Ill. 2015) (Pallmeyer, J.). There, the plaintiff identified information contained in its
“Business Plan” as a trade secret. Id. at *5. The plan was a 101-page document consisting of the
plaintiff’s business concept, market opportunity, financial projections, and marketing and
operating strategy. Id.
Judge Pallmeyer held that plaintiff had failed to identify which information in the
sprawling document amounted to a trade secret. Plaintiff had “done nothing more than point to
the entire 101-page document,” even claiming that “every word” was a company trade secret. Id.
at *6. Generality of this kind was insufficient, especially because the business plan contained
information, such as statistics on “global water issues,” that was plainly not a trade secret. Id.
Judge Pallmeyer concluded that “[w]hile there may well be trade secrets within the 101-page
Business Plan, it was Plaintiff’s burden to identify those secrets and it has repeatedly failed to do
so.” Id.
So too here. The Court is left to grasp at straws. Plaintiffs’ claim about the EFS
Supplement “invite[s] the court to hunt through the details in search of items meeting the
statutory definition” of a trade secret. Id. at *7 (quoting IDX, 285 F. 3d at 584). This Court
declines that invitation at summary judgment.

29

The Court cannot analyze whether the EFS Supplement or any specific parts of it were
trade secrets without first knowing whether Plaintiffs think the document is a trade secret in
whole or in part. And to the extent that Plaintiffs think that certain portions of the 100-page
Supplement are trade secrets, they never identify those parts.
As in GlobalTap, the EFS Supplement may contain trade secrets. Perhaps the
Supplement as a whole is a trade secret. But it was Plaintiffs’ burden to make that clear, and
they haven’t done so across several briefs and years of discovery. A plaintiff may not proceed
on a misappropriation claim by “producing long lists of general areas of information which
contain unidentified trade secrets.” See Nilssen, 963 F. Supp. at 672. As a result, Plaintiffs may
not pursue claims of misappropriation related to the EFS supplement.4
Plaintiffs also identify “other Allstate generated documents” as trade secrets in this case.
See Pls.’ Mem. in Support of Summ. J., at 8 (Dckt. No. 238). The documents allegedly include
“client names, renewals, assets, and recent activity on those accounts.” Id.
The reader may wonder, “which documents?” The Court has the same question.
Plaintiffs do not support their gesture to “other documents” with references to any document in
evidence (besides the commission statements the Court has already discussed). Id. at 8 (citing
Pls.’ Statement of Facts, at ¶ 62 (Dckt. No. 239)). An amorphous and unsupported trade secret is
no trade secret at all. See Nilssen, 963 F. Supp. at 673–74. As a result, Plaintiffs may not
proceed on claims relating to these documents.

There are other reasons to conclude that the EFS Supplement is not a trade secret. Plaintiffs don’t argue
that the EFS Supplement as a whole derives any value from secrecy, which alone is enough to conclude
that the Supplement is not a trade secret. Plaintiffs also do not take reasonable measures to protect the
Supplement. As Plaintiffs’ Rule 30(b)(6) witness testified, an EFS could disclose the Agreement to any
third party without Allstate’s permission from whom the EFS sought advice about his obligations under
the Agreement. See Klink Dep., at 210:7-14 (Dckt. No. 247-1).
4

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Finally, Plaintiffs declare that “Ameriprise stole and used additional Allstate trade
secrets,” but that they are “only relying on the trade secrets discussed in this brief for purposes of
summary judgment.” See Pls.’ Mem. in Support of Summ. J., at 6 n.2 (Dckt. No. 238).
Apparently, Plaintiffs have some more cards up their sleeve. They’re just saving them for later.
That won’t do. Summary judgment was the time to identify Plaintiffs’ trade secrets. “By
the summary judgment and trial stages plaintiff must describe its trade secrets in sufficient
detail.” Von Holdt v. A-1 Tool Corp., 2005 WL 8180783, at *4 (N.D. Ill. 2005) (cleaned up).
“[A] motion for summary judgment is the ‘functional equivalent’ of a trial in which it is asserted
that material facts are not in dispute.” Nilssen, 963 F. Supp. at 674.
Summary judgment is the “‘put up or shut up’ moment in a lawsuit, when a party must
show what evidence it has that would convince a trier of fact to accept its version of events.” See
Schact v. Wis. Dep’t of Corr., 175 F.3d 497, 504 (7th Cir. 1999). If Plaintiffs had cards to play,
summary judgment was the time to lay them down. When it comes to identifying trade secrets,
it’s now or never.
Ameriprise’s motion for summary judgment and its response to Plaintiffs’ motion rest in
part on its contention that Plaintiffs’ claim should be rejected because of their lack of specificity
in identifying their purported trade secrets. Plaintiffs “stood in no position to ‘hold back’ on any
of the things that [they] contended met the legal requirement of such specificity.” Nilssen, 963
F. Supp. at 674. After years of discovery, identifying all alleged trade secrets should have been
simple.
In sum, Plaintiffs’ package of alleged trade secrets is limited at trial to the compilations
of customer-specific information and to proprietary Allstate business information showing EFS
commissions and sales statements. Plaintiffs can’t pursue claims related to the EFS Supplement,

31

or related to the other documents described above. And Plaintiffs may not seek liability for the
misappropriation of any supposed trade secrets not identified in the motions now before the
Court.
2.

Sufficient Secrecy to Derive Economic Value

Next, the Court turns to the question of secrecy. That is, now that the Court has pinned
down what might constitute a trade secret, the Court must assess whether a jury could find that it
is a trade secret.
Again, under the DTSA, the court has two requirements to consider: (1) whether the
customer and business information is sufficiently secret to derive economic value from not being
generally known; and (2) whether the customer and business information is subject to reasonable
efforts to maintain its secrecy and confidentiality. See 18 U.S.C. § 1839(3); see also Life Spine,
Inc. v. Aegis Spine, Inc., 8 F.4th 531, 540 (7th Cir. 2021) (quoting 18 U.S.C. § 1839(3));
Stampede Tool Warehouse, Inc. v. May, 651 N.E.2d 209, 216 (Ill. App. Ct. 1995) (describing the
statutory requirements under the Illinois Trade Secrets Act).
Ameriprise argues that Plaintiffs’ customer information wasn’t secret at all. As
Ameriprise sees it, finding customer information isn’t difficult. So, Allstate’s customer lists
could easily be duplicated “by reference to telephone directories and Allstate’s public website,
which lists client testimonials with clients’ first names and last initials.” Id. at 13 (citing Garon
Foods, Inc. v. Montieth, 2013 WL 3338292, at *4 (S.D. Ill. 2013)). All that a departing EFS (or
a competitor) had to do was look them up.5

5

Although Ameriprise does not explicitly make the argument, the Court notes for good measure that an
employee’s memorization of client customer data does not destroy its secrecy. “Using memorization to
rebuild a trade secret does not transform that trade secret from confidential information into nonconfidential information.” SKF USA Inc. v. Bjerkness, 2010 WL 3155981, at *6 (N.D. Ill. 2010) (quoting
Stampede, 651 N.E.2d at 216–17.

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To be sure, it is undisputed that at least some of the client information at issue is publicly
available. Most people’s names and phone numbers appear in the phone book. And in this case,
at least some clients identified themselves by posting public reviews of their advisors on the
Allstate website.
“Public knowledge” or information “generally known in an industry” cannot be a trade
secret. See Life Spine, 8 F.4th at 540 (quoting Ruckelshaus v. Monsanto Co., 467 U.S. 986, 1002
(1984)). But Plaintiffs don’t seek to protect a stray name in the phone book. Instead – and as
this Court has already discussed – Plaintiffs’ trade secrets lie in the compilation of customer
names and customer-specific information. See Pls.’ Resp. to Def.’s Mtn., at 4 (Dckt. No. 270).
The value of a compilation lies in its aggregation of information, regardless of whether
some of that information is publicly available. “[E]ven if [the materials at issue] are just
compilations of otherwise readily known facts, the compilations themselves are not available to
competitors and presumably have some value by gathering the materials into one place.” SKF
USA Inc. v. Bjerkness, 636 F. Supp. 2d 696, 714 (N.D. Ill. 2009); see also 3M v. Pribyl, 259 F.3d
587, 595–96 (7th Cir. 2001) (“A trade secret can exist in a combination of characteristics and
components, each of which, by itself, is in the public domain, but the unified process, design and
operation of which in unique combination affords a competitive advantage and is a protectable
trade secret.”); see also Comput. Care v. Serv. Sys. Enters., Inc., 982 F.2d 1063, 1074 (7th Cir.
1992); Am. Family Mut. Ins. Co., 485 F.3d at 933; Abrasic 90 Inc. v. Weldcote Metals, Inc., 364
F. Supp. 3d 888, 897–98 (N.D. Ill. 2019) (“[A] compilation of data, even if the component parts
are in the public domain, may be protectable as a trade secret if it would require substantial time,
effort, and expense to recreate the compilation.”). The law may not always protect individual
Easter eggs, but it protects a basketful – especially from a competitor hoping to avoid the hunt.

33

Consider a precious family recipe. Perhaps a hungry competitor hoping to recreate the
dish can taste the flour and the salt. And perhaps the family has disclosed that it also contains
milk and eggs. But that doesn’t destroy the recipe’s trade secret status. The secret lies in how it
all comes together – what to mix in, when, and how much. And if that information remains
private, so too does the trade secret.
Ameriprise compares this case to Garon Foods, Inc. v. Montieth, 2013 WL 3338292, at
*4 (S.D. Ill. 2013), but that case is readily distinguishable. Garon Foods involved alleged theft
of plaintiff’s list of cheese manufacturers and their contact information. Id. at *4. The court held
that the list was not confidential because the cheesemakers were readily identifiable through a
simple internet search. Id. There are only so many cheese manufacturers, and those cheese
manufacturers make their presence known to the public.
Here, in contrast, Ameriprise points to no method by which a competitor could easily
identify Allstate’s customer base. There is no asterisk marking an Allstate customer in the
phonebook. And although some Allstate client information appeared on testimonials on
Allstate’s website, that information had limited identification value because it only displayed a
first name and last initial. See Exhibit 85, 86 (Dckt. No. 244-4, at 21–48 of 98).
Additionally, unlike the list of cheese manufacturers in Garon Foods, Allstate’s client
information goes beyond customer identities. Plaintiffs have put together much more than a list
of names. They have compiled data profiles based on clients’ product and policy choices –
information that Ameriprise has not shown is publicly available.
Put another way, Plaintiffs do not claim that their customers’ identities generally are trade
secrets – they claim that their customers’ identities as customers are trade secrets. It is one thing
to track down any “John Smith.” But it is another to know that John Smith is ready, willing, and

34

able to purchase life insurance. Here, Plaintiffs’ compilation of information – a universe of
receptive customers – is sufficiently secret to warrant trade secret protection. See Am. Family
Mut. Ins. Co., 485 F.3d at 933 (finding a customer database a protectable trade secret where
“names in the plaintiff’s database are filtered for their suitability to buy insurance, resulting, as
the magistrate judge remarked, in ‘a defined, manageable and economically viable universe of
uniquely receptive potential customers’”).
Ameriprise also argues that Plaintiffs fail to show that their client information derives its
value from secrecy. See Def.’s Reply to Pls.’ Mtn. for Summ. J., at 14 (Dckt. No. 296); Def.’s
Resp. to Pls.’ Mem. for Partial Summ. J., at 14 (Dckt. No. 277). Not so.
“The value of customer lists and pricing information . . . is obvious and well recognized.”
APC Filtration, 2008 WL 3008032, at *9 (collecting cases). The sales industry is about
customers. And a universe of known customers – who have purchased a product before or
signaled willingness to purchase a product – puts a company at a competitive advantage. Such a
list “is compiled only gradually and with time.” Id.
Developed relationships are valuable. So, where customer lists and historical sales
information are not readily available to competitors, courts have held that “the effort spent to
compile and maintain the data and the overall value which this information represented to the
company is beyond dispute.” APC Filtration, 2008 WL 3008032, at *9. “[C]ustomer lists
developed by businesses that serve diffuse customers that have particular needs” are especially
valuable because of the time and effort required to identify those customers. See First Fin. Bank,
N.A. v. Bauknecht, 71 F. Supp. 3d 819, 840 (C.D. Ill. 2014) (finding a list of banking customers –
that took years to develop – sufficiently secret to derive economic value).

35

As discussed above, Plaintiffs’ customer and business information was not readily
ascertainable by Allstate’s competitors in the insurance industry. It took years to develop –
because it arose gradually over time through sales and relationship building. And while a
competitor could find some customer information from public sources, Allstate’s customerspecific information, such as policy purchase history and policy limit, could not be readily
duplicated. That customer-specific data gave Plaintiffs a competitive advantage over their rivals.
Testimony in the record confirms the obvious. According to one Allstate employee,
customer information is “the lifeblood of [the] company. . . . [E]verything we do really is – is
enabled by the data, the information that we have collected and nurtured about those customers
over the years.” See Pls.’ Statement of Facts, at ¶ 23 (Dckt. No. 239); see also Guntli Dep., at
84:20 – 85:4 (Dckt. No. 239-7). Customer data allows Allstate to identify “people who have
raised their hand and suggested that they value getting financial advice, and are willing and able
to purchase financial products and services.” See Guntli Dep., at 86:1-8. Such data is a fast
track to future sales, and future sales add value.
In short, Plaintiffs’ trade secrets were sufficiently secret to derive economic value. So,
Plaintiffs have met the first requirement of the Court’s trade secret analysis for their customerspecific information and for business information showing EFS commissions and sales
statements.
3.

Reasonable Efforts to Maintain Secrecy

Having considered the first requirement of its trade secret analysis, the Court turns to the
second requirement: the efforts to maintain the secrecy of the trade secrets.
A plaintiff rarely loses on a misappropriation claim because of the “reasonable measures”
element. “[T]he Seventh Circuit [has a] clearly stated preference for resolution by a fact-finder

36

of disputed trade secret issues, particularly the question of efforts to maintain secrecy.” See
Motorola v. Lemko Corp., 2012 WL 74319, at *18–20 (N.D. Ill. 2012). It is “only in an extreme
case [that] what is a reasonable precaution [can] be determined as a matter of law, because the
answer depends on a balancing of costs and benefits that will vary from case to case.” Learning
Curve Toys, 342 F.3d at 723 (internal quotation marks omitted).
Here, the Court concludes that a genuine dispute of material fact exists about whether
Plaintiffs made reasonable efforts to maintain the secrecy of their customer and business
information.
Plaintiffs took several protective steps to secure their compilations of client data. First,
Plaintiffs required EFSs to sign confidentiality agreements, which obligated EFSs to keep all
client and financial information confidential both during and after employment. See Def.’s Resp.
to Pls.’ Statement of Additional Facts, at ¶¶ 5–7 (Dckt. No. 297). Second, Plaintiffs secured
their information by limiting access to users with unique usernames and passwords and
permitting access only on a secure company network. See Def.’s Resp. to Pls.’ Statement of
Facts, at ¶ 22 (Dckt. No. 278). Third, Plaintiffs required employees and independent contractors
to take compliance courses and undergo training about handling confidential information. See
Klink Dep., at 150:22 – 151:4 (Dckt. No. 243-1).
A jury could find these measures reasonable and sufficient for trade secret protection.
See, e.g., Signal Fin. Holdings LLC v. Looking Glass Fin. LLC, 2018 WL 636769, at *4 (N.D.
Ill. 2018) (requiring third parties to sign nondisclosure agreements is a sufficient measure for
trade secret protection); SKF USA Inc. v. Bjerkness, 2010 WL 3155981, at *6 (N.D. Ill. 2010)
(finding plaintiff took reasonable efforts to maintain the secrecy of its information by: (1)
requiring employees to sign secrecy agreements, (2) implementing password protection for

37

important files and granting access to different documents based on employees’ duties, (3)
instructing employees not to share databases with customers, and (4) only sharing information
with customers after the customers signed nondisclosure agreements); RKI, Inc. v. Grimes, 177
F. Supp. 2d 859, 866 (N.D. Ill. 2001) (finding information confidential where the company
“maintain[ed] the secrecy of such information through such means as limited access and
password-protected computer databases”); United States v. Hanjuan Jin, 833 F. Supp. 2d 977,
1008 (N.D. Ill. 2012) (“The Court concludes that this multi-pronged approach to security –
controlled and monitored physical access to [the company’s] facilities, limited access to the
[company’s] computer network and [] network equipment, a specific policy for the protection of
proprietary information, and confidential agreements and trainings for [company] employees –
was a reasonable way to maintain the secrecy of the information.”).
Still, Ameriprise argues that Plaintiffs have not done enough. See Def.’s Mem. in
Support of Summ. J., at 12 (Dckt. No. 242). Ameriprise raises three points here.
First, Ameriprise argues that Plaintiffs’ own policy allowed EFSs to bring over certain
clients to their next employer. See Def.’s Mem. in Support of Summ. J., at 13 (Dckt. No. 242).
Specifically, the EFS Manual authorized former EFSs to solicit clients for whom they wrote
securities business before working for Allstate. Id. at 13, 3; see also Pls.’ Resp. to Def.’s
Statement of Facts, at ¶ 14 (Dckt. No. 271). Ameriprise argues that Plaintiffs cannot seek to
protect customer information that they expressly permitted former employees to retain.
The EFS Manual’s “prior client” exception may undermine Plaintiffs’ efforts at secrecy,
but that’s for a jury to decide. For now, it is sufficient to note that Ameriprise offers no evidence
suggesting that the trade secrets or client information at issue in this case fall within this

38

exemption. That is, no evidence shows that Plaintiffs seek to protect information of customers
for whom former EFSs wrote securities business before working for Allstate.
Second, Ameriprise argues that Plaintiffs knowingly and regularly disclosed customer
information to former EFSs after they departed ALIC. See Def.’s Mem. in Support of Summ. J.,
at 13 (Dckt. No. 242). Ameriprise points out that former EFSs received reports detailing active
policies and identifying policyholders’ names when Allstate sent post-termination commissions.
Id. EFSs could also access client information though AFS. Id. According to Ameriprise, these
disclosures destroy the information’s trade secret status.
Ameriprise’s argument ignores the EFSs’ confidentiality agreements. Plaintiffs disclosed
customer information to current or former EFSs, all of whom signed and agreed to the terms of
the confidentiality agreements. Those agreements bound an EFS even after leaving the
company. See EFS Agreement, at 4 (Dckt. No. 243-2).
Plaintiffs didn’t send out post-termination commission reports willy-nilly. The reports
did not arrive as a mailer addressed to everyone on the block. Instead, Plaintiffs sent them only
to former EFSs. And every former EFS who received reports with client-identifying information
after leaving ALIC still had to keep that information secret.
More generally, limited disclosure of otherwise confidential information does not destroy
trade secret status if the company took reasonable protective measures. See Vendavo, 397 F.
Supp. 3d at 1137 (“The question is whether Plaintiff shared information for which it now seeks
trade protection without having an NDA in place.”) (emphasis added); cf. Ruckelshaus, 467 U.S.
at 1002 (“If an individual discloses his trade secret to others who are under no obligation to
protect the confidentiality of the information, or otherwise publicly discloses the secret, his

39

property right is extinguished.”). And as already discussed, the confidentiality agreements
constitute a reasonable effort to maintain secrecy.
Third, and last, Ameriprise contends that Plaintiffs have willingly disclosed client
information in two ways. For one, Plaintiffs published client first names and last initials on
testimonials on Allstate’s website. See Def.’s Mem. in Support of Summ. J., at 13 (Dckt.
No. 242). For another, Plaintiffs filed confidential client information in public court filings in
previous litigation. Id. at 13–14.
As to the testimonials, publishing a handful of clients’ first names and last initial doesn’t
move the needle as a matter of law. Again, “a limited disclosure does not destroy all trade secret
protection.” Life Spine, 8 F.4th at 540. Releasing a client’s first and last name doesn’t disclose
the identity of an individual in a traceable way. And this limited identifying information barely
scratches the surface of the panoply of customer-related information – e.g., age, date of birth,
policy history – that Plaintiffs seek to protect.
As to the court filings, Ameriprise cites no authority showing that an inadvertent unsealed
court filing destroys information’s trade secret status as a matter of law. The case Ameriprise
cites, Seng-Tiong Ho v. Taflove, has few parallels to this case. 648 F.3d 489, 493 (7th Cir.
2011). Taflove involved the alleged misappropriation of a mathematical model. But there, the
Seventh Circuit found that plaintiffs didn’t take reasonable measures to ensure secrecy because
they intentionally published their research in formal academic papers twice. Id. at 504.
Here, Allstate’s filing of client information was accidental. See Pls.’ Resp. to Def.’s
Statement of Facts, at ¶ 46 (Dckt. No. 271). Perhaps more importantly, the disclosure was
limited – and the court in that case retroactively sealed the documents. Id. Given the inadvertent
and temporary nature of this disclosure on PACER, the Court concludes that whether Plaintiffs’

40

filings destroyed the information’s trade secret status is a genuine issue of material fact.
Plaintiffs might have done more to protect their secrets, but that question is for the jury to decide.
See Learning Curve Toys, 342 F.3d at 725–26.
In sum, the Court concludes that a jury could find that Plaintiffs took reasonable efforts to
maintain the secrecy of their trade secret information.
B.

Misappropriation

Having assessed the nature and protectability of Plaintiffs’ alleged trade secrets – the first
element of the DTSA analysis – the Court turns to the second element that Plaintiffs must prove.
The question is whether Plaintiffs came forward with sufficient evidence that Ameriprise
misappropriated a trade secret.
A plaintiff can show misappropriation either through: (1) “an acquisition of a trade secret
of another by a person who knows or has reason to know that the trade secret was acquired by
improper means,” or (2) the “disclosure or use of a trade secret without express or implied
consent.” See 18 U.S.C. § 1839(5)(A)–(B). “Improper means” include: “theft, bribery,
misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage
through electronic or other means.” See 18 U.S.C. § 1839(6)(A). “Reverse engineering,
independent derivation, or any other lawful means of acquisition” aren’t improper means. See 18
U.S.C. § 1839(6)(B).
Ameriprise argues that Plaintiffs cannot establish misappropriation because remembering
contacts, and making unsolicited and mistaken submissions, are not evidence of
misappropriation. See Def.’s Mem. in Support of Summ. J., at 15–17 (Dckt. No. 242).
For their part, Plaintiffs argue that Ameriprise has both acquired their trade secrets and
used them. So, the Court will assess each alternative in order.

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But in short: Plaintiffs provide enough direct and circumstantial evidence of
misappropriation to create a genuine issue of material fact for trial. There is enough evidence to
get to trial. But the evidence is not so one-sided that Plaintiffs are entitled to summary judgment,
either.
1.

Acquisition

Plaintiffs argue that Ameriprise knew that it had no rights to the customer information but
requested and collected it anyway. See Pls.’ Mem. in Support of Summ. J., at 11 (Dckt. No.
238). Ameriprise recruited Plaintiffs’ EFSs, who had trade secrets at their fingertips, and
induced them to bring over confidential information to Ameriprise. That is, Ameriprise got EFSs
to breach their confidentiality agreements to acquire Plaintiffs’ trade secrets.
Viewing the evidence in the light most favorable to Ameriprise (as the non-movant on
Plaintiffs’ motion), however, a jury could find that Ameriprise’s acquisition of Allstate trade
secret information was either unintentional or expressly allowed under the terms of the EFS
Agreement. So, a genuine issue of material fact exists as to whether Ameriprise improperly
acquired Allstate trade secrets. That’s enough to get to trial.
No one disputes that Ameriprise knew about EFSs’ confidentiality obligations to Allstate.
During Ameriprise’s onboarding process, it asked recruits to send their new Ameriprise Field
Leader any agreements they had with their former employers. See Def.’s Resp. to Pls.’
Statement of Facts, at ¶ 45 (Dckt. No. 278). If a recruit had a noncompete or non-solicit
agreement, Ameriprise instructed the recruit to “alert us right away” so that the recruit and
Ameriprise personnel could “formulate a strategy.” Id.

42

So, Ameriprise personnel had seen the EFS Agreement and reviewed its terms many
times over. Ameriprise does not deny this fact. The company knew that ex-EFSs could not
solicit certain customers for a year.
But beyond that, factual disputes abound. Plaintiffs’ story is that – despite knowing of
the EFS Agreement – Ameriprise requested or incentivized recruits to produce confidential
information, such that Ameriprise knew that it was receiving trade secret information. That story
requires inferring improper acquisition. And such inference is the province of the jury at trial.
See Martinez v. City of Chicago, 900 F.3d 838, 846 (7th Cir. 2018).
Plaintiffs take issue with two Ameriprise recruitment and onboarding procedures: (1) the
due diligence phase, and (2) the holiday list preparation. Plaintiffs argue that the materials
Ameriprise requested during these procedures prove that Ameriprise knew that Allstate customer
lists and account information were “being pulled directly from Allstate’s internal databases
because that is exactly what Ameriprise was requesting.” See Pls.’ Mem. in Support of Summ.
J., at 12 (Dckt. No. 238).
Ameriprise paints a different picture. To Ameriprise, any acquisition of Allstate trade
secrets was either inadvertent or entirely innocent. It makes three points in support.
First, Ameriprise points out that it asks incoming financial advisors to prepare “holiday
lists” of contacts from memory, and to use public directories and databases to find contact
information for those potential customers. See Def.’s Mem. in Support of Summ. J., at 15 (Dckt.
No. 242). Ameriprise isn’t asking for Allstate’s clients, but rather for an EFS’s close personal
contacts. As Ameriprise sees it, an EFS remembering their close friends is not misappropriation.
Second, Ameriprise argues that it doesn’t commit misappropriation by receiving
unsolicited and accidental submission of trade secrets. Ameriprise acknowledges that “there

43

have been sporadic instances” of ex-EFSs failing to redact client information from documents
submitted in the recruitment process. Id. at 16. But the company asserts that any inadvertently
disclosed client information was not used to solicit clients or for any other purpose. Id.
Ameriprise further argues that no evidence shows that it induced recruits to submit those
documents. Id. In fact, Ameriprise stresses, the company expressly directs prospective
employees not to supply confidential information. See Def.’s Resp. to Pls.’ Mem. for Partial
Summ. J., at 17 (Dckt. No. 277).
Third, Ameriprise argues that it did nothing to acquire the alleged misappropriated
information that was the subject of two earlier lawsuits involving individual EFSs. See Def.’s
Mem. in Support of Summ. J., at 17 (Dckt. No. 242). According to Ameriprise, “no one at
Ameriprise directed or encouraged [ex-EFSs] to do the acts about which ALIC complained.” Id.
The Court first considers the holiday lists. As a reminder, Ameriprise’s Non-Protocol
Transition Guide directs new advisors to assemble “holiday lists” of “[a]cquaintances, friends,
[and] family” based on memory and publicly available sources of information. See Def.’s
Statement of Facts, at ¶¶ 36–37 (Dckt. No. 241). The lists consist of “[a]nyone that the advisor
would normally send a holiday card to.” Id. at ¶ 37. Ameriprise insists that it instructed new
advisors to complete their lists from memory. See Def.’s Resp. to Pls.’ Mem. for Partial Summ.
J., at 18 (Dckt. No. 277).
The parties spill much ink over whether the ex-EFSs in fact compiled the customer lists
sent to Ameriprise from memory. To be sure, memorizing customer lists wouldn’t leave the
ex-EFS scot-free. “Memorization is one manner in which a trade secret may be
misappropriated.” First Fin. Bank, 71 F. Supp. 3d at 845.

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But that question doesn’t resolve the issue. Former EFSs are not defendants in this
lawsuit. Ameriprise is. And Ameriprise isn’t liable simply because ex-EFSs misappropriated a
trade secret. Instead, Ameriprise’s liability hinges on whether it acquired Allstate client
information knowing or with reason to know that it was acquired by improper means, or whether
it disclosed or used client information after using improper means to acquire it. See 18 U.S.C.
§ 1839(5)(A), (5)(B)(i).
On this front, Plaintiffs offer enough evidence to get to a jury, but not enough to avoid
one. They argue that Ameriprise knew and intended that a departing EFS would compile the list,
not from memory, but from Allstate databases. Plaintiffs point to several pieces of evidence in
support.
The first involves timing. Ameriprise instructs outgoing EFSs to send Ameriprise their
holiday lists before leaving Allstate. See Pls.’ Resp. to Def.’s Mtn., at 12 (Dckt. No. 270). So,
outgoing EFSs prepare their lists while they may access Allstate’s customer databases. Id.
There’s an innocent explanation for this: Ameriprise asks its recruits to create holiday
lists early, so that the transition process runs as smoothly and efficiently as possible.
But Plaintiffs allege a sinister motive: Ameriprise has departing EFSs plunder protected
trade secrets before heading out the door, while they still have keys to the safe.
The second piece of evidence goes to the volume of information Ameriprise received
from recruits. Ameriprise received holiday lists from several former EFSs that contained
hundreds of clients’ information. Id. at 12; see also Pls.’ Resp. to Def.’s Statement of Facts, at
¶ 43 (Dckt. No. 271); Taubman Client List (Dckt. No. 243-69) (containing over 500 names);
Dawson Client List (Dckt. No. 273-18, at 7–9 of 9) (containing more than 100 names). Plaintiffs
argue that the sheer number of clients EFSs included in their holiday lists shows that Ameriprise

45

had reason to know that EFSs were stealing Allstate client information, not compiling lists from
memory.
In fact, evidence suggests that an EFS confirmed to Ameriprise that he had downloaded
information straight from Allstate databases. In one email, departing EFS Robert Olvera
seemingly told Ameriprise that he pulled a spreadsheet of data on over 100 customers – complete
with last name, middle initial, first name, address, home phone, cell phone, email, date of birth,
product type, and estimated value – from Allstate databases. See Pls.’ Resp. to Def.’s Statement
of Facts, at ¶ 41 (Dckt. No. 271). He told Ameriprise that he was submitting the information
“with Allstate sensitive data deleted.” Id.; see also Olvera Email (Dckt. No. 273-19, at 2 of 14).
The third piece of evidence relates to how Ameriprise requested to receive the holiday
lists. Plaintiffs argue that Ameriprise didn’t just ask recruits to jot down a few names from
memory and send them over. Instead, Ameriprise directed recruits to put their holiday lists in
spreadsheet format, providing a host of identifying information. Given this explicit instruction,
Plaintiffs assert that “it was no surprise to Ameriprise when it received client lists directly from
Allstate’s system.” See Pls.’ Resp. to Def.’s Mtn., at 12 (Dckt. No. 270).
For example, in one email to ex-EFS Scott Taubman, senior Ameriprise recruitment
managers asked Taubman to send them an “Excel mergeable file” “with mailing list for
announcement card.” See Def.’s Resp. to Pls.’ Statement of Additional Facts, at ¶ 41 (Dckt. No.
297). In an email to another departing EFS still affiliated with Allstate, a recruitment manager
expressly requested that the spreadsheet of client information include columns for first name, last
name, street address, city, state, and zip code. Id. And on one occasion, an Ameriprise
recruiting manager asked an EFS to provide a “Global Client list” so that Ameriprise could
“complete a review of [his] business.” Id. at ¶ 32; see also 11/1/16 Cardinal Email, at 2 (Dckt.

46

No. 243-34). Plaintiffs argue that these kinds of specific requests effectively asked EFSs to
download spreadsheets of Allstate customer information to send to Ameriprise as “holiday
lists.”6
There is some evidence that happened. In a November 2016 email, departing EFS Olvera
informed his Ameriprise recruiter that “[t]he Allstate System would not allow the pages to be
printed,” and that he “had to capture via a screen shot for all my accounts.” See Def.’s Resp. to
Pls.’ Statement of Facts, at ¶ 64 (Dckt. No. 278). Additionally, ex-EFS Taubman illegally
downloaded and transferred Allstate confidential information to a personal flash drive while
compiling his client list to send to Ameriprise. See Pls.’ Resp. to Def.’s Statement of Facts, at
¶ 43 (Dckt. No. 271).
Ameriprise disputes these facts, and casts Plaintiffs’ evidence as a series of scattered,
isolated incidents. See Def.’s Mem. in Support of Summ. J., at 16 (Dckt. No. 242); see also
Def.’s Resp. to Pls.’ Mem. for Partial Summ. J., at 16 (Dckt. No. 277). In Ameriprise’s view,
“While there have been sporadic instances in which five Ex-EFSs failed to redact client names
from commission statements and other documents . . . there is no evidence that Ameriprise
induced them to provide those five documents, that the submission of the commission statements
was intended for any competitive purpose, or that the information was used in any competitive
manner.” See Def.’s Mem. in Support of Summ. J., at 16 (Dckt. No. 242).
Ameriprise stresses that it “expressly directs financial advisors not to take client-specific
information from their prior firm.” See Def.’s Resp. to Pls.’ Mem. for Partial Summ. J., at 17

Plaintiffs also assert that “the other customer lists taken by EFSs and provided to Ameriprise have the
same striking similarities to the customer lists that can be downloaded from Allstate’s proprietary
systems.” See Pls.’ Mem. in Support of Summ. J., at 13 (Dckt. No. 238). But, despite the reams of
discovery produced in this case, Plaintiffs do not cite to any example of a customer list such as it exists on
Allstate’s proprietary systems. Allstate’s argument is supported by nothing, so it counts for nothing. The
Court does not consider the format of any client list as evidence of misappropriation.
6

47

(Dckt. No. 277). As Ameriprise sees it, a few inadvertent disclosures from EFSs amount to only
“assumptions and speculation” of misappropriation on its part. Id.
Ameriprise sets the bar too high. Direct evidence is not required to find
misappropriation. Courts have “repeatedly recognized that plaintiffs in trade secret cases can
rarely prove misappropriation by convincing direct evidence.” Lumenate Techs., LP v.
Integrated Data Storage, LLC, 2013 WL 5974731, at *5 (N.D. Ill. 2013); see also PepsiCo, Inc.
v. Redmond, 1996 WL 3965, at *15 (N.D. Ill. 1996); Sokol Crystal Prods., Inc. v. DSC
Commc’ns Corp., 15 F.3d 1427, 1432 (7th Cir. 1994) (finding that the jury permissibly drew an
inference of misappropriation from circumstantial evidence).
“It is frequently true in trade secret cases that misappropriation and misuse can rarely be
proved by convincing direct evidence.” RKI, Inc. v. Grimes, 177 F. Supp. 2d 859, 876 (N.D. Ill.
2001) (cleaned up). “In most cases, plaintiffs . . . must construct a web of perhaps ambiguous
circumstantial evidence from which the trier of fact may draw inferences which convince him
that it is more probable than not that what plaintiffs allege happened did in fact take place.” Id.
“[C]ircumstantial evidence is acceptable, indeed even expected, in trade secret misappropriation
cases.” JTH Tax LLC v. Grabowski, 2021 WL 3857794, at *6 (N.D. Ill. 2021); see also PolyOne
Corp. v. Lu, 2018 WL 4679577, at *11 (N.D. Ill. 2018).
Here, Plaintiffs have produced circumstantial evidence suggesting that Ameriprise knew
or had reason to know that the customer information it received from EFSs was improperly
acquired. Plaintiffs’ evidence suggests that Ameriprise asked departing EFSs to provide
spreadsheets of client contact information while still affiliated with Allstate. See Inventus
Power, Inc. v. Shenzhen Ace Battery Co., Ltd., 2020 WL 3960451, at *11 (N.D. Ill. 2020)
(holding that evidence that former employees engaged in suspicious mass downloads before

48

joining defendant led to a reasonable inference “that the alleged theft of [plaintiff’s] trade secrets
was directed by Defendant employees”).
Ameriprise’s general instruction to incoming financial advisors “that they must prevent
client-identifying information from being submitted” does not change the result or immunize the
company from liability. See Def.’s Statement of Facts, at ¶ 25 (Dckt. No. 241). By Plaintiffs’
account, Ameriprise provides this instruction to incoming financial advisors but fails to enforce
or monitor compliance with its policies. See Pls.’ Resp. to Def.’s Statement of Facts, at ¶ 35
(Dckt. No. 271). Plaintiffs say the Guide is lip service.
A reasonable jury could agree with Plaintiffs based on the circumstantial evidence they
have produced. Viewed in the light most favorable to Plaintiffs, the evidence suggests that
Ameriprise may have said “don’t steal confidential information” out loud, but its actions
encouraged outgoing EFSs to take as much as they could carry.
True, Plaintiffs’ circumstantial evidence doesn’t propel them to victory on their motion
for summary judgment. Perhaps the jury will believe Ameriprise, and credit its instruction to
EFSs not to submit confidential information. And the jury could find that Ameriprise had no
reason to know that EFSs were sending Plaintiffs’ trade secrets improperly.
But those questions are for a jury to decide. At summary judgment, Plaintiffs “do[] not
have to meet a burden of being ‘likely to prevail,’ but need only show that a reasonable jury
could possibly allow them to prevail.” Tempco Elec. Heater Corp. v. Temperature Eng’rg Co.,
2004 WL 1254134, at *9 (N.D. Ill. 2004) (emphasis in original). And “the nonmoving party may
withstand summary judgment even if they present exclusively circumstantial evidence.” Id. So,
Plaintiffs’ lack of direct evidence of misappropriation does not doom their claim at this stage.
Instead, Plaintiffs’ circumstantial evidence is enough to get them before a jury.

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2.

Use

Acquisition is not the only way to show trade secret misappropriation under the DTSA.
Use also counts. See 18 U.S.C. 1839(5)(B); see also Vendavo, 397 F. Supp. 3d at 1138. And
Plaintiffs argue that “[t]here is no shortage of evidence” that Ameriprise used and continues to
use the customer information. See Pls.’ Mem. in Support of Summ. J., at 14 (Dckt. No. 238).
The Defend Trade Secrets Act does not provide a remedy for any use of a trade secret.
Instead, the person who uses the secret must fall into one of three categories. The use must be
“without express or implied consent” and “by a person who –
(i) used improper means to acquire knowledge of the trade secret;
(ii) at the time of disclosure or use, knew or had reason to know that the
knowledge of the trade secret was –
(I) derived from or through a person who had used improper means
to acquire the trade secret;
(II) acquired under circumstances giving rise to a duty to maintain
the secrecy of the trade secret or limit the use of the trade secret; or
(III) derived from or through a person who owed a duty to the
person seeking relief to maintain the secrecy of the trade secret or
limit the use of the trade secret; or
(iii) before a material change of the position of the person, knew or had
reason to know that –
(I) the trade secret was a trade secret; and
(II) knowledge of the trade secret had been acquired by accident or
mistake.
See 18 U.S.C. § 1839(5)(B)(i)–(iii).
There is a genuine issue of material fact as to whether Ameriprise used Plaintiffs’ trade
secrets.
In a colloquial sense, Ameriprise makes use of the “holiday lists” sent by incoming
financial advisors. An Ameriprise “transition team” sent announcement cards to customers on
the holiday lists notifying them of the EFSs’ new affiliation with Ameriprise. See Def.’s Resp.

50

to Pls.’ Statement of Facts, at ¶¶ 85–86 (Dckt. No. 278). The transition team also made packets
for certain clients on the list to send immediately upon the EFS’s transition, and it kept track of
clients who were contacted and transferred their business to Ameriprise. Id. at ¶¶ 85–86, 98–99.
Those clients ended up in Ameriprise’s customer database. Id. at ¶ 106.
But Plaintiffs can’t just show that Ameriprise used the trade secrets in a colloquial sense.
“Use” must fall within the meaning of the DTSA.
Under the DTSA, a defendant may appropriate a trade secret by using it while knowing
or having reason to know that it was derived from a person who used improper means to acquire
it. See 18 U.S.C. § 1839(5)(B)(ii)(I). A defendant can also misappropriate through use after
itself acquiring the trade secret though improper means. See 18 U.S.C. § 1839(5)(B)(i).
A reasonable jury could find Ameriprise’s use through either means. The jury could find
that former EFSs solicited Allstate clients on Ameriprise’s behalf using stolen trade secrets and
that Ameriprise knew or had reason to know that EFSs were breaching their confidentiality
agreements in doing so.
A reasonable jury could also find that Ameriprise itself used improper means to acquire
Allstate’s trade secrets. The jury could find that Ameriprise, through its onboarding and
announcement process, improperly induced EFSs to supply it with confidential Allstate
information.
Plaintiffs again weave together circumstantial evidence. The thrust is that Ameriprise
developed an aggressive announcement strategy that effectively induced EFSs to provide it with
Allstate trade secrets, then Ameriprise put those secrets to use by soliciting Allstate customers to
switch to Ameriprise.

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The goal was getting customers to jump over to Ameriprise. For example, Ameriprise’s
30(b)(6) witness testified that Ameriprise encouraged transitioning EFSs to review their holiday
lists and “develop[] a communication strategy” for contacting clients upon leaving Allstate. See
Mostrom Dep., at 78:17-21 (Dckt. No. 243-21, at 10 of 13).
Before an EFS’s transition, Ameriprise recruitment managers would also instruct the
incoming advisor to “[i]dentify the order in which you plan to call your clients,” and to “call the
top twenty by relationship.” See Exhibit 36, at 3 (Dckt. No. 243-29). On the date of the EFS’s
resignation from Allstate, Ameriprise told the new advisor to “[b]egin calling your clients in the
order you identified earlier.” Id. One Ameriprise transition team employee reported that an exEFS, on his first day, “had already spoken to a lot of clients over the weekend and says he has
about $20 mil committed to move.” See Def.’s Resp. to Pls.’ Statement of Facts, at ¶ 107 (Dckt.
No. 278).
Again, Ameriprise casts Plaintiffs’ evidence as only “stray citations.” See Def.’s Resp. to
Pls.’ Mem. for Partial Summ. J., at 19 (Dckt. No. 277). “Plaintiffs ask this Court to thread
together statements from different documents sent to different EFSs in different years . . . to
create a false narrative of misappropriation and misconduct.” Id. at 20.
The strength of Plaintiffs’ evidence is for a jury to decide. For now, Plaintiffs have put
forward enough evidence for a jury to reasonably conclude that Ameriprise directed former
Allstate employees to put Plaintiffs’ trade secrets to use for its benefit. While this circumstantial
evidence is not enough for the Court to grant summary judgment for Plaintiffs, it is enough to get
them to trial.

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3.

Liability for Securities Products Sales

Ameriprise also asks for summary judgment barring any securities product or client
claim. See Def.’s Mem. in Support of Summ. J., at 27–28 (Dckt. No. 242). That is, Ameriprise
contends that Plaintiffs cannot recover for any misappropriation related to financial products.
The Court grants summary judgment, but makes a note. Plaintiffs do not sell securities
products. They have admitted that they “do not (and cannot) seek damages or relief against
Ameriprise that arise out of or relate to the sale of financial products.” See Pls.’ Resp. to Def.’s
Statement of Facts, at ¶ 19 (Dckt. No. 271). So, they cannot seek damages for the sale of
products they do not sell.
But this ruling doesn’t prevent Plaintiffs from seeking damages for the misappropriation
of their client information, even if Ameriprise used that information to sell a securities product.
Unjust enrichment caused by the misappropriation of trade secrets is recoverable. See 18 U.S.C.
§ 1836(b)(3)(B)(i)(II).
Put another way, the fact that Plaintiffs do not themselves sell securities does not prevent
them from succeeding on a misappropriation claim against a company that does. An apple farm
may recover damages for misappropriation of its information by an orange farm, even if the
orange farm used that information to sell oranges instead of apples. “[T]he harm that results
from wrongful misappropriation of information results from the defendant’s use of that
information.” SKF USA Inc. v. Bjerkness, 2010 WL 3155981, at *8 (N.D. Ill. 2010); see also id.
(“Defendants are mistaken in asserting that [plaintiff] can recover no damages unless it proves a
causal link between the customers who left . . . and Defendants’ misappropriation of trade
secrets. Even if [plaintiff] cannot prove such a link, it is still entitled to damages for the harm of
the misappropriation of its trade secrets . . . .”).

53

C.

Temporal Scope of the DTSA Claims

Finally, Ameriprise asks this Court to narrow the scope of any DTSA claim in this case.
The DTSA applies to “any misappropriation of a trade secret . . . for which any act occurs
on or after the date of the enactment” of the DTSA, meaning on May 11, 2016. See Defend
Trade Secrets Act of 2016, Pub. L. 114-153, 130 Stat. 376 (May 11, 2016). So, to succeed under
the Act, a plaintiff must prove that a defendant’s misappropriation occurred on or after May 11,
2016.
But courts have not read the DTSA to preclude all claims in which misappropriation
began before the statute’s enactment. Rather, courts have roundly interpreted the DTSA’s
effective date limitation to include use that occurred before – but continued after – DTSA’s
enactment. See Attia v. Google, LLC, 983 F.3d 420, 424–25 (9th Cir. 2020) (“[T]he
misappropriation of a trade secret before the enactment of the DTSA does not preclude a claim
arising from post-enactment misappropriation or continued use of the same trade secret.”); Brand
Energy & Infrastructure Servs., Inc. v. Irex Contracting Grp., 2017 WL 1105648, at *2 (E.D. Pa.
2017) (“Other district courts have analyzed the applicability of the DTSA to misappropriations
that occurred before the DTSA was enacted. These courts have all held that the DTSA applies to
misappropriations that began prior to the DTSA’s enactment if the misappropriation continues to
occur after the enactment date.”); Adams Arms, LLC v. Unified Weapon Sys., Inc., 2016 WL
5391394, at *6 (M.D. Fla. 2016). Put differently, pre-DTSA misappropriation does not
necessarily preclude a DTSA claim if the plaintiff can show that some form of misappropriation
also occurred after the DTSA’s effective date.
The Seventh Circuit has yet to address the issue. But several courts in this district –
including the presiding Magistrate Judge in the case at hand – have adopted the same

54

interpretation. See Motorola Sols., Inc. v. Hytera Commc’ns Cop. Ltd., 436 F. Supp. 3d 1150,
1165–66 (N.D. Ill. 2020) (“[The DTSA’s] broad language, coupled with the omission of the
provision in the Uniform Trade Secret Act limiting such recovery, support the position that ‘use’
in this case occurring after effective date serve as a proper basis for this action.”); see also
Allstate Ins. Co. v. Ameriprise Fin. Servs., Inc., 2018 WL 11355025, at *3 (N.D. Ill. 2018) (Kim,
M.J.) (“[T]he courts that have addressed this issue have interpreted the DTSA to permit claims to
include alleged misappropriation if the initial use occurred before the DTSA enactment date but
the improper use continued thereafter.”).
This Court joins the consensus. An act of misappropriation that began before May 11,
2016, is actionable only if the defendant continued using the trade secret after that date.
Misappropriation that began and ended before May 11, 2016 is precluded.
Ameriprise argues that the DTSA’s effective date provision significantly limits Plaintiffs’
claims. See Def.’s Mem. in Support of Summ. J., at 28 (Dckt. No. 242). Plaintiffs’ DTSA
claims may only proceed to the extent that they “arise from genuine issues of fact that specific
trade secrets were misappropriated – that is, acquired or used – on or after May 11, 2016.” Id.
According to Ameriprise, “the only Ex-EFSs whose transition from ALIC to Ameriprise
could possibly fall within the ambit of Plaintiffs’ DTSA claims” are those EFSs who transferred
after May 11, 2016 – Robert Olvera, Scott Taubman, Robert Larson, and Jason Meek. Id.
Conversely, any clients in common who transferred business to Ameriprise before the DTSA’s
effective date are barred from this case because there is no evidence of continued “use” during
the DTSA’s effective period. Id.
Plaintiffs agree that the effective date provision governs their claims. See Pls.’ Resp. to
Def.’s Mtn., at 28 (Dckt. No. 270). However, they argue that Ameriprise’s misappropriation of

55

their trade secrets continued after the DTSA’s effective date. In other words, although customer
and business information may have been acquired before May 11, 2016, “Ameriprise continued
to use the stolen information after May 2016.” See Pls.’ Resp. to Def.’s Mtn., at 28–29 (Dckt.
No. 270) (emphasis added).
Here, the Court finds that Plaintiffs have put forward evidence of continued use after the
DTSA’s effective date. But the Court first notes what does not amount to continued use under
the DTSA. Plaintiffs contend that Ameriprise’s continued use took the form of “incorporation of
the Allstate confidential information into its databases and Ameriprise’s continued service of and
sales to the stolen Allstate customers.” Id. at 29. Not so.
Ameriprise putting client information into its customer databases does not alone supply
the basis for finding continued use in the future. Inputting trade secrets into a database is at best
a discrete act of use, or a form of acquisition. That act begins, and ends, once the information
enters the database.7
Mere presence of trade secrets in a defendant’s database cannot amount to continued use
in perpetuity. Liability for “use” under the DTSA would transform into liability for “possession”
– a word Congress did not choose. See Commodity Futures Trading Comm’n v. Worth Bullion
Grp., Inc., 717 F.3d 545, 550 (7th Cir. 2013) (courts interpreting statutes must “accord words
and phrases their ordinary and natural meaning and avoid rendering them meaningless,
redundant, or superfluous,” and must “view words not in isolation but in the context of the terms
that surround them”).

7

Plaintiffs implicitly acknowledge this point, noting that putting customer information on Ameriprise
databases merely facilitates future use. See Pls.’ Mem. in Support of Summ. J., at 15 (Dckt. No. 238)
(“Ameriprise immediately uses that customer list . . . by . . . incorporating these clients into Ameriprise
databases and systems for future use.”) (emphasis added); id. (“Obviously, once incorporated into
Ameriprise databases, the bell has been rung, as that information is available for the repeated use of
Ameriprise to dip into for recurrent contacts with Allstate clients . . . .”).

56

Even so, Plaintiffs put forward sufficient evidence of Ameriprise’s continued use of their
trade secrets. Simply put, Ameriprise has continued to service and sell insurance products to the
stolen Allstate customers. See Pls.’ Resp. to Def.’s Mtn., at 29 (Dckt. No. 270). That’s use.
Plaintiffs assert that “Ameriprise admits that there are over 200 customers in common
(based on an attorney-created list), many of which are currently being serviced by the former
EFSs at Ameriprise. See Pls.’ Reply to Def.’s Mtn. for Summ. J., at 17 (Dckt. No. 292). “The
transitioned EFSs, and now Ameriprise, use those customer lists in the operation of the
competing business.” Id.
To be sure, Plaintiffs’ gesture to the clients-in-common list is vague. But that list
conclusively establishes that at least some former ALIC clients have active policies with
Ameriprise. See Clients in Common (Dckt. No. 247-40). Ameriprise continues to service and
sell to those customers.
Plaintiffs may therefore proceed on their misappropriation claims as to these clients.
Plaintiffs may also proceed as to the misappropriation associated with EFSs who transitioned to
Ameriprise after the DTSA’s effective date, May 11, 2016. Those EFSs are Robert Olvera, Scott
Taubman, Robert Larson, and Jason Meek. See Def.’s Statement of Facts, at ¶ 6 (Dckt. No.
241); id. at ¶ 105 (showing Olvera transition date of January 13, 2017); id. at ¶ 106 (showing
Taubman and Larsen transition date of March 10, 2017); id. at ¶ 114 (showing Meek transition
date of April 8, 2017).
Plaintiffs may not, however, seek liability for any misappropriation relating to a client in
common who terminated an Ameriprise policy before May 11, 2016. For these clients in
common, Ameriprise made no use after the DTSA’s effective date. Plaintiffs have not shown a

57

genuine dispute of material fact as to Ameriprise’s continued use of such customer information
and may not seek liability for this misappropriation at trial.
*

*

*

In sum, Plaintiffs’ motion for summary judgment on the Defend Trade Secrets Act claim
is denied, and Defendant’s motion is denied in large part. There is a genuine dispute of material
fact as to whether Plaintiffs’ customer and business information qualifies as a trade secret and as
to whether Defendant misappropriated any of Allstate’s trade secrets. The evidence in the record
is sufficient to get the Plaintiffs to trial.
But Plaintiffs may not make claims relating to Stephen Caruso. And they may not bring
any claims for misappropriation stemming from a client who terminated an Ameriprise policy
before May 11, 2016.
III.

Tortious Interference with Business Relationships (Count II)
Next, Plaintiffs claim that Ameriprise tortiously interfered with “business relationships.”

See Cplt., at ¶¶ 127–38 (Dckt. No. 1). Before diving into the merits, the Court must pin down
what that claim (or, as it turns out, claims) means.
Illinois law recognizes two types of tortious interference claims: (1) tortious interference
with contract, and (2) tortious interference with prospective economic advantage. Their names
signal their differences.
Tortious interference with contract is about a third-party’s interference with an existing
contract. See Webb v. Frawley, 906 F.3d 569, 577 (7th Cir. 2018). On the other hand, tortious
interference with prospective economic advantage is about a third party’s interference with a
reasonable expectation of a business relationship. See Foster v. Principal Life Ins. Co., 806 F.3d
967, 971 (7th Cir. 2015).

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In their complaint, Plaintiffs allege the tort of “tortious interference with business
relationships.” See Cplt., at Count II (Dckt. No. 1). “In Illinois, the terms tortious interference
with prospective economic advantage, business expectancy, and business relations are
interchangeable.” Pampered Chef v. Alexanian, 804 F. Supp. 2d 765, 807 n.30 (N.D. Ill. 2011).
So, initially, it looks like Plaintiffs allege tortious interference with prospective economic
advantage claim. “Tortious interference with business relationships” sounds a lot like the
synonyms for tortious interference with prospective economic advantage.
But Plaintiffs’ complaint also alleges interference with both current and potential
contracts. Specifically, they claim that “Ameriprise intentionally and unjustifiably interfered,
and continues to interfere, with ALIC’s business relationships with its customers and/or
prospective customers by instructing and encouraging EFS to violate their EFS Agreements.”
See Cplt., at ¶ 134 (Dckt. No. 1). And they argue that “Ameriprise also knew and understood
that ALIC expected the EFSs who terminated their respective EFS Agreements and subsequently
joined Ameriprise to honor their EFS Agreements.” Id. at ¶ 137. So, despite their labeling,
Plaintiffs seem to plead both tortious interference with existing contracts and with prospective
relationships.
And in their motion for partial summary judgment, Plaintiffs again discuss existing and
potential contracts. Their header for the tortious interference subject declares “There Is No
Dispute of Material Fact that Ameriprise Tortiously Interfered with Allstate’s Business
Relationships and Contracts.” See Pl.’s Mem. in Support of Partial Summ. J., at 17 (Dckt.
No. 238). And they double down within that section. See, e.g., id. at 25 (“[S]uch direction
amounts to tortious interference with Allstate’s contracts and business relationships”); id.

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(“Ameriprise also tortiously interfered with Allstate’s business relationships and contracts with
its EFS by assisting the EFSs with the transition of their Allstate clients to Ameriprise.”).
Ameriprise thinks that Plaintiffs are pulling a fast one. It thinks that Plaintiffs only ever
alleged a claim for tortious interference with prospective economic advantage. And now,
Ameriprise argues that Plaintiffs are amending their complaint through their summary judgment
motion. See Def.’s Resp. to Pls.’ Mem. for Partial Summ. J., at 28 (Dckt. No. 277) (“The Court
should reject any attempt by Plaintiffs to retrofit a tortious interference with contract claim into
their Complaint . . . leave to amend is unwarranted and prejudicial to Ameriprise at this late
date.”).
True, switching theories from one tortious interference claim to another is not permissible
this late in the game. See, e.g., ABC Acquisition Co. v. AIP Prods. Corp., 2020 WL 4607247, at
*18–19 (N.D. Ill. 2020) (noting that “floating one theory for tortious interference” with contract
“and then switching it for a theory of tortious interference that focuses on [the plaintiff’s]
existing business relationships with its customers” created “unfair surprise” for the defendants).
Complaints set the stage for the litigation. They inform defendants of the claims against
them and provide guidance for their answer and discovery requests. If plaintiffs start advancing
claims outside of their complaints (without amending that complaint), defendants are placed in
an unfair position. At some point, targets need to stop moving.
But here, Plaintiffs aren’t pulling a bait and switch. Their complaint’s labelling was
imprecise, but Plaintiffs’ actual allegations covered both theories of tortious interference. So, the
Court interprets Count II to encompass two claims, one for tortious interference with prospective

60

economic advantage and another for tortious interference with contract.8 As a result, the Court
will address each in turn.
A.

Tortious Interference with Prospective Economic Advantage

To prove tortious interference with prospective economic advantage, a plaintiff must
show: “‘(1) the plaintiff’s reasonable expectation of entering into a valid business relationship;
(2) the defendant’s knowledge of the plaintiff's expectancy; (3) purposeful interference by the
defendant that prevents the plaintiff’s legitimate expectancy from ripening into a valid business
relationship; and (4) damages to the plaintiff resulting from such interference.’” Botvinick v.
Rush Univ. Med. Ctr., 574 F.3d 414, 417 (7th Cir. 2009) (citation omitted); see also Ali v. Shaw,
481 F.3d 942, 944 (7th Cir. 2007); Fellhauer v. City of Geneva, 568 N.E.2d 870, 877–78 (1991).
The Court will address each element in turn.
1.

Reasonable Business Expectation and Ameriprise’s Knowledge

Ameriprise argues that Plaintiffs cannot show reasonable expectations of valid business
relationships. See Def.’s Mem. in Support of Summ. J., at 18 (Dckt. No. 242). As Ameriprise
sees it, Plaintiffs merely show that some Ameriprise clients previously worked with Allstate. Id.
at 18–19. In Ameriprise’s view, that track record of past business is not enough to support a
reasonable expectation of business in the future. Id.
To be sure, “[a] history of filling orders for a particular customer does not, by itself,
satisfy the requirement of establishing a reasonable expectancy of receiving additional orders
from that customer.” PCM Sales, Inc. v. Reed, 2017 WL 4310666, at *12 (N.D. Ill. 2017)

8

Plaintiffs are allowed to plead both claims in the same count. See Leonel & Noel Corp. v. Cerveceria
Centro Americana, S.A., 758 F. Supp. 2d 596, 605 (N.D. Ill. 2010) (“GKS takes issue with Tikal’s failure
to plead its tortious interference with contract and business expectancy claims in separate counts in the
complaint. The rule in this circuit does not require Tikal to have done so.”) (citing Bartholet v. Reishauer
A.G., 953 F.2d 1073, 1078 (7th Cir. 1992)).

61

(quoting U.S. Data Corp. v. RealSource, Inc., 910 F. Supp. 2d 1096, 1109 (N.D. Ill. 2012)); see
also Automated Concepts, Inc. v. Weaver, 2000 WL 1134541, at *7 (N.D. Ill. Aug. 9, 2000)
(“The fact that [plaintiff] has a ‘track record’ of receiving work from a particular customer in the
past, in and of itself, does not establish a reasonable expectation of [plaintiff’s] entering into any
particular future business relationship with such a customer.”). “A reasonable expectancy
requires ‘more than the hope or opportunity of a future business relationship.’” Brinley Holdings
Inc. v. RSH Aviation, Inc., 580 F. Supp. 3d 520, 556 (N.D. Ill. 2022) (quoting Bus. Sys. Eng’g,
Inc. v. Int'l Bus. Machs. Corp., 520 F. Supp. 2d 1012, 1022 (N.D. Ill. 2007)). So, past dealings
with a hope and a prayer for future business won’t cut it.
But the record does not conclusively show that Plaintiffs “[m]erely provid[ed] proof of a
past customer relationship.” Instant Tech., LLC v. DeFazio, 40 F. Supp. 3d 989, 1020 (N.D. Ill.
2014). There is more here than just past dealings.
Plaintiffs begin by arguing that ALIC had an expectancy of future business with its
existing customers because of the nature of the industry and its business model. ALIC and AIC
use a cross-pollination business model. That is, the businesses are “structured in a manner that
allows the EFS to partner with AIC agents to cross-sell life insurance and financial products to
existing AIC property and casualty clients who have been with Allstate for several years.” See
Pls.’ Resp. to Def.’s Mtn., at 15 (Dckt. No. 270).
The Court finds this argument unpersuasive. Plaintiffs merely put a twist on past
customer relationships by stating that ALIC and AIC share and sometimes feed each other’s
clients. While it might make client acquisition easier, that business model doesn’t show that
ALIC could reasonably expect business from AIC clients down the line.

62

What does persuade the Court: Plaintiffs’ clients had ongoing relationships with ALIC.
Several of the 211 clients in common prematurely terminated their Allstate policies after an EFS
joined Ameriprise. See, e.g., Def.’s Statement of Facts, at ¶ 35, 44 (Dckt. No. 241). Those
clients had active ALIC policies when the EFSs jumped ship.
Contractual business relationships that are terminable at will “presumptively . . . continue
in effect so long as the parties [remain] satisfied.” 3Com Corp. v. Electronics Recovery
Specialists, Inc., 104 F. Supp. 2d 932, 938 (N.D. Ill. 2000) (quoting Anderson v. Anchor Org. for
Health Maint., 654 N.E.2d 675, 685 (1st Dist. 1995)); see also Reyes v. Walker, 2018 WL
6062320, at *5 (N.D. Ill. 2018). Thus, where a client relationship is both pre-existing and
extends into the future, courts have found valid expectancies of continuing relationships. 3Com,
104 F. Supp. at 938. Such was the case here.
Additionally, the evidence shows that at least one client was in talks with a then-Allstate
EFS to purchase policies – but later bought a product through Ameriprise after the EFS jumped
ship. Jeffrey Stillwell confirmed that he was “in the final stages” of negotiating a non-qualified
deferred compensation arrangement with a client who would have become an ALIC client had
Stilwell not left for Ameriprise. See Def.’s Resp. to Pls.’ Statement of Additional Facts, at ¶ 35
(Dckt. No. 297); Pls.’ Resp. to Def.’s Statement of Additional Facts, at ¶ 16 (Dckt. No. 293). In
other words, the client was all but ready to board an Allstate plane, but ended up flying
Ameriprise after its flight attendant changed allegiances.
A client’s future plans can create reasonable expectancies of business. For example, in
Am. Audio Visual Co. v. Rouillard, 2010 WL 914970, at *3 (N.D. Ill. 2010), the plaintiff had
previously provided audio visual services at the client’s annual meeting. The defendant, a
former employee of plaintiff’s, worked with the client for the next year’s meeting, “until the day

63

she left” for a competitor. Id. at *3. She ended up taking the client’s business with her. The
court found a reasonable expectancy of a business relationship given the company’s past
relationship and future plans with the client.
Ameriprise contends that Plaintiffs’ claims nevertheless fail because Plaintiffs have not
shown reasonable expectations of business relationships with specific clients. See Def.’s Mem.
in Support of Summ. J., at 18–20 (Dckt. No. 242). “At most, Plaintiffs merely will present
evidence of past client relationships as a basis for their ‘expectation’ of future business – and that
is not enough.” Id. at 18. According to Ameriprise, “there is no evidence that any specific client
would have done business with AIC or ALIC, but for the actions of Ameriprise.” Id. at 19
(emphasis added).
To get past summary judgment, a plaintiff must identify a specific third party with whom
the plaintiff would have done business but for the defendant’s interference. See Uline, Inc. v. JIT
Packaging, Inc., 437 F. Supp. 2d 793, 800–01 (N.D. Ill. 2006) (collecting cases); see also Assoc.
Underwriters of Am. Agency, Inc. v. McCarthy, 826 N.E.2d 1160, 1169 (Ill. App. Ct. 2005) (“A
plaintiff states a cause of action only if he alleges a business expectancy with a specific third
party as well as action by the defendant directed toward that third party.”); Republic Tobacco,
L.P. v. N. Atl. Trading Co., Inc., , 254 F. Supp. 2d 1007, 1012 (N.D. Ill. 2003); Celex Grp., Inc.
v. The Executive Gallery, Inc., 877 F. Supp. 1114, 1125 (N.D. Ill. 1995) (holding that at
summary judgment a plaintiff “must come forward with its evidence and identify particular third
parties with whom it had a reasonable expectancy of entering into business”).
But as this Court has already discussed, Plaintiffs have done so here. For starters, there is
the clients-in-common list. And Stillwell was near the finish line in negotiating a non-qualified
deferred compensation arrangement with a would-be ALIC client when he transferred to

64

Ameriprise. See Pls.’ Resp. to Def.’s Statement of Additional Facts, at ¶¶ 16–18 (Dckt.
No. 293). He informed Ameriprise of this opportunity. Id. And when Stillwell jumped over to
Ameriprise, that deferred compensation arrangement went with him. See Stillwell Dep., at
166:1-9 (Dckt. No. 243-58).
Likewise, ex-EFS Troy Trahan was apparently successful in transitioning some former
Allstate clients to Ameriprise after switching teams. Emails in evidence note that Trahan “began
reaching out to clients immediately and did a large 1300 piece announcement strategy mailer to
everyone,” but “chose to stop soliciting his clients” after receiving a cease and desist letter from
Allstate. See Exhibit 98 (Dckt. No. 243-81, at 6 of 7). By that time, however, “his A clients had
moved over and from an asset standpoint there was very little managed money left.” Id.
The Court therefore finds genuine disputes of material fact both as to Plaintiffs’
expectancies in its relationships with the clients in common who transferred their business to
Ameriprise, and as to Ameriprise’s knowledge.
2.

Ameriprise’s Interference

In Illinois, “proof of tortious interference with economic advantage requires ‘a showing
that the tortfeasor acted with actual malice.’” Svanaco, Inc. v. Brand, 417 F. Supp. 3d 1042,
1063 (N.D. Ill. 2019) (quoting Capital Options Invs., Inc. v. Goldberg Bros Commodities, Inc.,
958 F.2d 186, 189 (7th Cir. 1992)). Malice goes beyond competitive instinct, and instead
involves a defendant acting “with a desire to harm, which was unrelated to the interest [it] was
presumably seeking to protect by bringing about the contract breach.” Int’l Star Registry of

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Illinois v. ABS Radio Network, Inc., 451 F. Supp. 2d 982, 992 (N.D. Ill. 2006) (quoting Cap.
Options Invs., Inc., 958 F.2d at 189).
Purposeful interference goes beyond run-of-the mill competitive acts. A competitor
swooping in to recruit an employee or spoil the sale is not enough. A plaintiff must prove
purposeful interference by showing impropriety. See Dowd & Dowd, Ltd. v. Gleason, 693
N.E.2d 358, 371 (Ill. 1998) (“[T]o prevail on the claim, a plaintiff must show not merely that the
defendant has succeeded in ending the relationship or interfering with the expectancy, but
‘purposeful interference’ – that the defendant has committed some impropriety in doing so.”);
Restatement (Second) of Torts § 766B cmt. a (Am. Law Inst. 1979) (“In order for the actor to be
held liable, this Section requires that his interference be improper.”). Examples of impropriety
include “fraud, deceit, intimidation, or deliberate disparagement.” See Soderlund Bros., Inc. v.
Carrier Corp., 663 N.E.2d 1, 8 (Ill. App. Ct. 1995).
Competition itself is not a tort. Illinois law recognizes the so-called “competitor’s
privilege,” meaning that a market participant can “act to advance its interests at the expense of its
competitor.” See A-Abart Elec. Supply, Inc. v. Emerson Elec. Co., 956 F.2d 1399, 1405 (7th Cir.
1992); Speakers of Sport, Inc. v. ProServ, Inc., 178 F.3d 862, 867 (7th Cir. 1999). Competitors
can “interfere with one another’s prospective business relationships provided their intent is, at
least in part, to further their businesses and is not solely motivated by spite or ill will.” Imperial
Apparel, Ltd. v. Cosmo’s Designer Direct, Inc., 882 N.E.2d 1011, 1019 (Ill. 2008); see also
Webb, 906 F.3d at 577 (7th Cir. 2018) (“Since a general duty not to interfere with an individual’s
business relationships is quite broad, Illinois courts announced that in certain situations, an
individual may be privileged to interfere with another’s business relationships – for example, in
the context of lawful competition.”); Feldman v. Allegheny Int’l, Inc., 850 F.2d 1217, 1224 (7th

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Cir. 1988) (“Legitimate competitive efforts, such as indicating interest in and making offers to
acquire a company, are not tortious interferences with business.”).
In short, the key is competition through improper acts. See Speakers of Sport, 178 F.3d
at 867 (“[T]he tort of interference with business relationships should be confined to cases in
which defendant employed unlawful means to stiff a competitor.”); The Film & Tape Works, Inc.
v. Junetwenty Films, Inc., 856 N.E.2d 612, 620 (Ill. App. Ct. 2006) (“[E]ven though competition
will justify interference with a business relationship, if the manner of interference is improper,
the interference will be actionable.”).
Interference is only improper if the defendant accomplishes it through wrongful means,
or was motivated by malice, not simply economic self-interest. See Cromeens, Holloman, Sibert,
Inc. v. AB Volvo, 359 F.3d 376, 398 (7th Cir. 2003) (“A defendant is entitled to the protection of
the privilege of competition provided that the defendant has not employed a wrongful means or
is not motivated solely by malice or ill will.”). Wrongful means includes conduct such as
“physical violence, fraud, prosecution of civil or criminal suits, violation of business ethics and
customs, and unlawful conduct.” See Republic Tobacco, 254 F. Supp. 2d at 1012 (noting that
Illinois follows the Restatement’s definition of “wrongful means”); see also Restatement
(Second) of Torts § 767 cmt. c (Am. Law. Inst. 1979) (“Conduct specifically in violation of
statutory provisions or contrary to established public policy may for that reason make an
interference improper.”).
Here, Ameriprise is correct that there is no evidence of malice. But that only gets it
halfway there. A defendant can also incur liability by using wrongful means to interfere. And
on that point, genuine issues of fact remain.

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Plaintiffs theorize that Ameriprise interfered with its prospective customer relationships
through a recruitment and onboarding process that incentivized EFSs to join Ameriprise, leave
Plaintiffs, pilfer Allstate’s client base, and then solicit those clients. See Pls.’ Mem. in Support
of Summ. J., at 18 (Dckt. No. 238) (“The evidence shows that Ameriprise not only knew and
approved of the EFSs breaching their EFS Agreements by taking confidential information and
soliciting Allstate clients, it also encouraged, assisted, and incentivized those breaches that
resulted in the disruption of hundreds (if not thousands) of Allstate business relationships.”); id.
(“Ameriprise’s entire recruitment scheme is indicative of its willful intention to purposefully
interfere with Allstate’s business relationships . . . .”); id. at 20 (“Ameriprise’s pre-transition and
onboarding procedures also amount to intentional interference with Allstate’s business
relationships.”). Plaintiffs allege that Ameriprise misappropriated their trade secrets through its
interference.
As this Court has already discussed, there is a genuine dispute of material fact as to
Ameriprise’s misappropriation. Misappropriating trade secrets is unlawful conduct amounting to
improper interference. See Advantage Marketing Grp., Inc. v. Keane, 143 N.E.3d 139, 153 (Ill.
App. Ct. 2019) (finding that misappropriation may constitute interference), appeal denied by 132
N.E.3d 326 (Ill. 2019); see also Restatement (Second) of Torts § 767 cmt. c (Am. Law. Inst.
1979). So, a genuine issue of material fact exists as to whether Ameriprise’s interference was
improper.
Ameriprise heaves up one last argument. Ameriprise asserts that “Plaintiffs must present
evidence that Ameriprise directed its wrongful conduct toward Plaintiffs’ clients, as opposed to
toward the EFSs.” See Def.’s Mem. in Support of Summ. J., at 23 (Dckt. No. 242). And all
Plaintiffs have done here is discuss Ameriprise’s recruitment and compensation practices –

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which were directed toward the EFSs. So, Ameriprise thinks any of its conduct directed toward
the EFSs is unactionable.
Ameriprise is correct that, as a general matter, “[t]he tort of intentional interference with
prospective economic advantage requires some conduct ‘directed toward a third party through
which defendants purposely cause that third party not to enter into or continue’ a relationship
with the plaintiff.” Hackman v. Dickerson Realtors, Inc., 557 F. Supp. 2d 938, 949 (N.D. Ill.
2008) (emphasis added) (quoting McIntosh v. Magna Sys., Inc., 539 F. Supp. 1185 (N.D. Ill.
1982)); see also Advantage Mktg. Grp., Inc. v. Keane, 143 N.E.3d 139, 153 (Ill. Ap. Ct. 2019)
(“A plaintiff states a cause of action only if he alleges a business expectancy with a specific third
party as well as action by the defendant directed toward that third party.”).
However, “courts have not hesitated to hold principals vicariously liable for their agents’
torts, including tortious interference with economic advantage.” Svanaco, Inc. v. Brand, 417 F.
Supp. 3d 1042, 1064 (N.D. Ill. 2019); see also Rice v. Nova Biomedical Corp., 38 F.3d 909, 913
(7th Cir. 1994) (applying Illinois law) (holding that principal may be liable for agent’s tortious
interference with employment relationship if agent was “acting in furtherance (however
misguidedly) of his principal’s business”). And here, a reasonable jury could find that the EFSs
acted in furtherance of Ameriprise’s business when soliciting former Allstate clients to transfer
their policies to Ameriprise.
So, the question of Ameriprise’s interference will go to a jury.
3.

Damages

The Court turns to the last element, damages. In short, there is a genuine dispute of
material fact as to whether Ameriprise’s alleged interference caused damage to Plaintiffs.

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Ameriprise asserts that Plaintiffs have not produced any specific clients who transferred
their business to Ameriprise because of Ameriprise’s interference. Ameriprise argues that, for it
to be liable, “Plaintiffs must show that damages exist and were caused by Ameriprise, even if the
amount of damages is determined later.” See Def.’s Resp. to Pls.’ Mem. for Partial Summ. J., at
22 (Dckt. No. 277).
But, as this Court has already discussed, Plaintiffs do identify specific clients: the 211
clients in common, plus the deferred compensation arrangement account arranged by Jeffrey
Stillwell.
Even so, Ameriprise argues that Plaintiffs have not come forward with evidence of
causation. That is, even if 211 former Allstate clients transferred their business to Ameriprise,
Plaintiffs have not shown that Ameriprise’s action caused this loss of business. Id.
Plaintiffs admit that they do not have direct evidence of damages. Instead, they ask this
Court to “rely on circumstantial evidence to show that Ameriprise caused Allstate damage.” See
Pls.’ Reply to Def.’s Mtn. for Summ. J., at 21 (Dckt. No. 292).9
“[C]ircumstantial evidence alone may be enough to survive a motion for summary
judgment on a tortious interference claim.” Knebel Autobody Ctr., Inc. v. Country Mut. Ins. Co.,
Inc., 2017 WL 65444, at *6 (Ill. App. Ct. 2017); see also Ty, Inc. v. MJC-A World of Quality,
Inc., 1994 WL 36880, at *6 (N.D. Ill. 1994) (noting that “either direct or circumstantial evidence
linking statements attributable to [plaintiffs] to actions by [defendant’s] customers” would have
been enough to survive summary judgment); SKF USA Inc. v. Bjerkness, 2010 WL 3155981, at

Plaintiffs also argue that, in moving for partial summary judgment, they “are not required to put forth
direct evidence of each dollar of loss caused by Ameriprise.” See Pls.’ Reply to Def.’s Mtn. for Summ. J.,
at 21 (Dckt. No. 292). Exactly right, but beside the point. That requirement (or lack thereof) goes to
proof of the amount of damage, not the fact of damage. True, Plaintiffs may need only prove the amount
of damages to a reasonable degree of certainty later, but they must provide evidence creating a genuine
issue of material fact as to the existence of damages today.
9

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*8 (N.D. Ill. 2010). So, Plaintiffs must set forth at least circumstantial evidence connecting
Ameriprise’s tortious interference with its success in acquiring specific former Allstate
customers. The question is whether there is any such circumstantial evidence here.
The Court concludes that there is. Ameriprise allegedly induced EFSs to solicit Allstate
customers through an announcement strategy that involved misappropriation of Allstate trade
secrets to turn Allstate customers into Ameriprise customers. Evidence shows that former
Allstate EFSs personally contacted former clients – which a jury could reasonably find amounts
to solicitation.
In the end, over 200 former Allstate customers transitioned their business to Ameriprise.
Among those were Troy Trahan’s “A” clients, who seemingly moved their business right after
Trahan’s move to Ameriprise and his 1,300-piece announcement. The parties identified 18 of
Trahan’s clients as clients in common. See Def.’s Statement of Facts, at ¶ 101 (Dckt. No. 241).
A reasonable jury could find that some of these clients transitioned because of Ameriprise’s
actions.
Still, evidence suggests that at least some of these clients left Allstate for legitimate
reasons unrelated to Ameriprise’s conduct. For example, Stillwell testified that he never notified
the client to whom he ultimately sold the deferred compensation arrangement – the client
reached out to him. See Stillwell Dep., at 163:9-15 (Dckt. No. 243-58, at 4 of 5) (“They
contacted me after I left.”); id. at 165:3-9 (Q: “By the way, did Munoz Trucking follow you over
to Ameriprise?” A: “They contacted me after I left. I didn’t even notify them.”) (objection
omitted). A jury could credit this testimony.
Other evidence suggests that customers left Allstate because of personal relationship with
their financial advisors, not based on Ameriprise’s impropriety. See Def.’s Statement of Facts, at

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¶ 68 (Dckt. No. 241) (client in common was EFS’s now ex-husband). Other clients were the
financial advisors themselves. See, e.g., Def.’s Statement of Facts, at ¶¶ 57, 71, 84, 89, 101, 108
(Dckt. No. 241).
The Court therefore concludes that a genuine dispute of material fact exists as to the
element of damages. Plaintiffs’ motion for summary judgment on the tortious interference with
prospective economic advantage claim is denied, and Defendant’s motion is denied.
B.

Tortious Interference with Contract

“Tortious interference with a contract occurs when someone intentionally and improperly
interferes with the performance of a contract between another and a third person by inducing or
otherwise causing the third person not to perform the contract.” PrimeSource Bldg. Prods., Inc.
v. Huttig Bldg. Prods., Inc., 2017 WL 7795125, at *25 (N.D. Ill. 2017) (quoting Minn. Mining &
Mfg. Co. v. Pribyl, 259 F.3d 587, 601 (7th Cir. 2001)).
A claim of tortious interference with contract has five elements: “(1) a valid contract,
(2) defendant’s knowledge of the contract, (3) defendant’s intentional and unjustified inducement
of a breach of the contract, (4) a subsequent breach of contract caused by defendant’s wrongful
conduct, and (5) damages.” Webb, 906 F.3d at 577; see also Got Docs, LLC v. Kingsbridge
Holdings, LLC, 2023 WL 2078450, at *8 (N.D. Ill. 2023); HPI Health Care Servs., Inc. v. Mt.
Vernon Hosp., Inc., 545 N.E.2d 672, 676 (Ill. 1989). “A competitor’s privilege to interfere with
contracts is considerably narrower than a competitor’s privilege to interfere with prospective
advantage.” Ty, Inc. v. MJC-A World of Quality, Inc., 1994 WL 36880, at *6 (N.D. Ill. 1994).
The relevant contracts here are the non-solicitation covenants in ALIC’s EFS Agreements
that EFSs signed as a condition of employment with Plaintiffs. The thrust of the argument is that
Ameriprise actively induced EFSs to breach their employment agreements by stealing

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confidential information and soliciting Allstate clients. See Pls.’ Mem. in Support of Summ. J.,
at 18 (Dckt. No. 238). As Plaintiffs see it, those breaches “resulted in the disruption of hundreds
(if not thousands) of Allstate business relationships.” Id.
Section XVIII(D) of the EFS Agreement lays out the non-solicitation provision. It reads
in full:
For a period of one (1) year following termination, you will not solicit, sell
or service life insurance policies, annuity contracts, or other business in
competition with the business of the Company:
1. With respect to any person, company, or organization to whom you or
anyone acting on your behalf sold insurance or other products or services
on behalf of the Company and who is a customer of the Company at the
time of termination of the Agreement;
2. With respect to any person, company, or organization who is a customer
of the Company at the time of termination of this Agreement and whose
identity was discovered by you as a result of your status as a Company
agent or as a result of your access to confidential information of the
Company; or
3. From any office or business site located within one (1) mile of your
business location maintained pursuant to Section V of this Agreement at
the time this Agreement is terminated.
See Dawson EFS Agreement, at XVIII(D) (Dckt. No. 244-2, at 85 of 254).
It is undisputed that Ameriprise knew about the EFSs’ non-solicitation covenants. The
“first step” of Ameriprise’s onboarding process asked a recruit “to review the registered
representative agreements you have with your current firm and send copies to your [Ameriprise]
Field Leader.” See Transition Guide, at 10 (Dckt. No. 243-22).
EFSs complied with this instruction, and Ameriprise received agreements from several
EFSs. See Def.’s Resp. to Pls.’ Statement of Facts, at ¶ 45 (Dckt. No. 278); see also Exhibit 25
(Dckt. No. 243-23, at 6 of 6) (“This is a non protocol move from Allstate where they have a 1
year non-solicit but inconsistent in how they enforce.”); Taubman Email, at 2 (Dckt. No. 243-24)
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(“Here are the contract and the supplements. Each of us have the same agreements. The same is
true for all the guys who have joined Ameriprise in other areas.”); Exhibit 98 (Dckt. No. 243-91,
at 6 of 7) (“[Ex-EFS Troy Trahan] has a 1 year non-compete and [outside counsel] told him he
couldn’t even replace the insurance is [sic] the clients reached out to him unsolicited and
requested it. Our willingness to let him contact clients was one of our benefits vs everyone else
he talked to.”). No genuine dispute exists as to Ameriprise’s knowledge.
The Court thus turns to the remaining elements of the claim: inducement, breach, and
damages.
A plaintiff bringing a tortious interference with contract claim must show that the
defendant intended to cause the ultimate breach. Webb, 906 F.3d at 579; see also Restatement
(Second) of Torts § 766 cmt. h (Am. Law. Inst. 1979) (“The essential thing is the intent to cause
the result. If the actor does not have this intent, his conduct does not subject him to liability
under this rule even if it has the unintended effect of deterring the third person from dealing with
the other.”).
Inducement is a high bar. It “‘requires more than the knowledge that one’s conduct is
substantially certain to result in one party breaking its contract with another.’” Zeigler Auto Grp.
II, Inc. v. Chavez, 2020 WL 231087, at *9 (N.D. Ill. 2020) (quoting Pampered Chef v. Alexanian,
804 F. Supp. 2d 765, 802 (N.D. Ill. 2011)); R.E. Davis Chem. Corp. v. Diatonic, Inc., 826 F.2d
678, 687 (7th Cir. 1987), modified on other grounds, 924 F.2d 709 (7th Cir. 1991). A plaintiff
cannot state a claim by “[m]erely pointing to passive conduct that the defendant knows is likely
to benefit him.” Zeigler Auto Grp. II, 2020 WL 231087, at *9. “Instead, inducement must be
shown through some active persuasion or encouragement.” Id.

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At the same time – and unlike a claim for tortious interference with prospective economic
advantage – a tortious interference with contract claim doesn’t require ill will. “In the context of
claims for tortious interference with contract, malice does not require a showing of ill will,
hostility or intent to injure; rather, it requires a showing that the defendant acted intentionally and
without just cause.” Webb, 906 F.3d at 579 (7th Cir. 2018) (quoting Strosberg v. Brauvin Realty
Servs., Inc., 691 N.E.2d 834, 845 (Ill. App. Ct. 1998)).
Plaintiffs describe in detail the course of conduct Ameriprise engaged in to intentionally
and unjustifiably induce the breach. As Plaintiffs see it, Ameriprise was “the Field General who
directed the EFSs’ to steal Allstate confidential information, turn over the stolen information to
Ameriprise, and violate their EFS Agreements by using the stolen confidential information and
soliciting customers on behalf of Ameriprise.” See Pls.’ Reply to Def.’s Mtn. for Summ. J., at 26
(Dckt. No. 292).
Plaintiffs break Ameriprise’s conduct into two categories: (1) Ameriprise’s financial
incentives and compensation plans; and (2) its transition and onboarding process. Both create
genuine issues of material fact on inducement.
The Court starts with Ameriprise’s financial incentives and compensation plans. As
Plaintiffs see it, “Ameriprise’s expectation that the EFSs transition their Allstate books of
business is clear from the compensation plans Ameriprise puts in place.” See Pls.’ Mem. in
Support of Summ. J., at 19 (Dckt. No. 238).
The Court agrees. Ameriprise offered its new hires financial rewards to hit high assets
under management targets – in excess of tens of millions of dollars – within their first 180 days,
while the non-solicitation covenant was still in effect. See Pls.’ Statement of Facts, at ¶ 58
(Dckt. No. 239); Def.’s Resp. to Pls.’ Statement of Facts, at ¶ 58 (Dckt. No. 278). Yet,

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Ameriprise did not provide incoming financial advisors with books of business to service, its
Rule 30(b)(6) witness testified.
Plaintiffs argue that the only way a new Ameriprise financial advisor could reach its lofty
goals was to transition a significant number of policies from Allstate to Ameriprise. In other
words, according to Plaintiffs, Ameriprise offered financial incentives for advisors to solicit their
former Allstate clients right away, in breach of their contracts.
Plaintiffs’ lay out a reasonable story. A jury could find evidence of inducement in
Ameriprise’s compensation plan. See RKI, Inc. v. Grimes, 177 F. Supp. 2d 859, 879 (N.D. Ill.
2001) (granting summary judgment where a competitor agreed “agreed to compensate [the
former employee] for directly competing against [plaintiff], including calling upon the very same
customers that he had just called upon for [plaintiff]”).
The Court next considers Ameriprise’s transition and onboarding process.
Plaintiffs allege that Ameriprise’s “portability analysis” is designed to ensure that
departing EFSs could bring over most of their books of business to Ameriprise. See Pls.’ Mem.
in Support of Summ. J., at 18 (Dckt. No. 238). In one email from an Ameriprise recruitment
manager, the manager explains that Ameriprise uses the details of an EFS’s book of business “to
understand any product capabilities that may need to be addressed prior to appointment” and to
“expedite the transfer of your client’s assets to Ameriprise.” See Pls.’ Statement of Facts, at ¶ 58
(Dckt. No. 239).
Regardless, this does not amount to inducement. Making sure that a recruit’s products
align with Ameriprise’s offerings simply “create[s] a condition that open[s] the way” for the
EFSs to breach their contracts. See Pampered Chef, 804 F. Supp. 2d at 802. That’s not enough.

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Plaintiffs must do more than show that Ameriprise made client transfers easier. They
must show “some active persuasion, encouragement, or inciting” of the EFSs to breach their nonsolicitation covenants. Id.
Plaintiffs next argue that “Ameriprise’s procedures for the EFSs’ transition demonstrate
an orchestrated effort to have the EFSs breach their obligations under the EFS Agreement and
solicit clients.” See Pls.’ Mem. in Support of Summ. J., at 20 (Dckt. No. 238). Here, Plaintiffs
raise a genuine, triable issue of material fact.
From minute one, Ameriprise engaged in a well-coordinated effort to have new financial
advisors reach out to clients. Ameriprise had an undisputed practice of encouraging incoming
financial advisors to create “holiday lists” of clients before they departed their old firm. See
Def.’s Resp. to Pls.’ Statement of Facts, at ¶ 88 (Dckt. No. 278). Ameriprise then used that list
to generate announcement cards, which it sent to the listed clients after the advisor’s transition to
Ameriprise. Id.
And after that transition, Ameriprise instructed advisors to “begin notifying people and
tell them about your move to Ameriprise.” See Exhibit 36, at 19 (Dckt. No. 243-29); see also
Def.’s Resp. to Pls.’ Statement of Facts, at ¶ 100 (Dckt. No. 278). Ameriprise also stressed the
importance of phone calls: “Do not use your one phone call to leave a voicemail – instead try
them again so you can speak to them live.” See Def.’s Resp. to Pls.’ Statement of Facts, at ¶ 86
(Dckt. No. 278).
But Ameriprise didn’t stop there. The transition plan instructed new advisors to “clearly
articulate [to holiday list clients] why you made the move and how it will benefit them.” See
Transition Guide, at 18 (Dckt. No. 243-22).

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The plan made clear that an advisor should only use such language “[i]f a contact asks for
more information about Ameriprise.” Id. Still, there is evidence that Ameriprise encouraged
advisors to build in pauses to their phone calls, so that clients would ask questions.
For example, one email from an Ameriprise franchisee financial advisor to a departing
EFS included the following advice:
Since this is a non-protocol move, we can’t solicit clients to move here,
but we can answer their questions if they ask how to move with you. Here
is a rough script I put together based on our chats with Dani:
...
“Good afternoon Mr. Client, bob Olvera calling. Just calling to tell you
some exciting news, for a multitude of reasons I have left allstate and
joined Ameriprise Financial”
. . . pause . . . . pause . . .
Why did you leave?
“Great question. I left because (1) Ameriprise is the best in the industry in
financial planning; more specifically, savings strategies, retirement
income planning, and tax diversification; (2) Access to more investments
and tools to help me better serve my clients; (3) Joining a team that allows
me to grow as an advisor and leverage our collective experience.”
. . . pause . . . . pause . . .
Sounds good, how do we follow you there?
See Exhibit 76, at 2 (Dckt. No. 243-65). Another email suggested the following script:
“I made the decision to leave Allstate and I joined Larson Reynolds &
associated with Ameriprise. I wanted you have my new contact
information. Pause. Give address and phone.
If client asks any questions when you pause, you can answer them.
See Exhibit 77, at 2 (Dckt. No. 243-66) (emphasis added).

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Of course, Ameriprise’s announcement strategy only amounts to inducement if the
conduct it encouraged amounts to solicitation, i.e., breach of the EFS Agreement. And “there is
a significant distinction between mere contact and solicitation.” Merrill Lynch, Pierce, Fenner
& Smith, Inc. v. Cross, 1998 WL 122780, at *2 (N.D. Ill. 1998).
“Under Illinois law . . . whether a particular client contact constitutes a solicitation
depends upon the method employed and the intent of the solicitor to target a specific client in
need of his services.” Henry v. O’Keefe, 2002 WL 31324049, at *5 (N.D. Ill. 2002) (cleaned up)
(quoting Tomei v. Tomei, 602 N.E.2d 23, 26 (Ill. App. Ct. 1992)). “The law does not require an
express request for business in order for a solicitation to occur,” but instead looks to the intent of
the party and “how a particular contact was reasonably understood by the participant.” Id.
“[T]he law generally deems a person to have intended the natural consequences of [his] actions.”
Id. Winks and nods – and pauses – can amount to solicitation.
Here, a reasonable jury could find that advisors’ pauses amounted solicitation, and that
Ameriprise’s role amounted to active inducement. Ameriprise affirmatively instructed new
advisors to engage in a kind of “announcement-plus.” That is, not only did Ameriprise send out
physical announcement cards, but it also told advisors to call clients individually. Then, it
coached advisors on how use that call to get clients asking about Ameriprise.
Ameriprise’s conduct after a new financial advisor started with the company lends
credence to this conclusion. Ameriprise provided some new advisors – those with large books of
business – with “transition teams” designed to assist the new advisors with “transfer processes.”
See Transition Guide, at 5 (Dckt. No. 243-22, at 6 of 63). An Ameriprise transition team would
then maintain a customer “Tracking Log” to show the progression of the transfer of business
from Allstate to Ameriprise. See Def.’s Resp. to Pls.’ Statement of Facts, at ¶ 85 (Dckt.

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No. 278). All this evidence suggests that Ameriprise expected – indeed, intended – for EFSs to
transition their clients.
Other courts in this district have found similar conduct by individual employees to
amount to solicitation. See, e.g., E*TRADE Fin. Corp. v. Pospisil, 2018 WL 4205401, at *3
(N.D. Ill. 2018) (“If Pospisil’s intent was simply to inform her clients of her move to another
brokerage, one would expect a mass mailing or an email containing a simple announcement.”);
YCA, LLC v. Berry, 2004 WL 1093385, at *10–11 (N.D. Ill. 2004) (finding that the defendant’s
personal contact with a former client, combined with evidence that defendant’s new employer
had prepared a list of high client probabilities, created material disputes of fact); Merrill Lynch,
1998 WL 122780, at *2 (finding evidence of solicitation where the defendant “personally
contacted Merrill Lynch customers,” and “did not simply contact previous customers to provide
them with information as to his whereabouts” but instead provided account-transfer forms);
Gateway Sys., Inc. v. Chesapeake Sys. Sols., Inc., 836 F. Supp. 2d 625, 636–37 (N.D. Ill. 2011)
(finding a genuine dispute of fact as to solicitation where counter-plaintiff contacted counterdefendant’s customers “in an effort to enter into direct licensing relationships”).
But at the end of the day, Plaintiffs ask this Court to infer that Ameriprise’s inducement
was intentional and unjustified. See Pls.’ Reply to Def.’s Mtn. for Summ. J., at 26 (Dckt. No.
292) (“Ameriprise’s motive is apparent – easily inferred – from the structure and incentive of the
compensation plans.”). Such an inference is for the jury to make.
Viewed in the light most favorable to Ameriprise, evidence shows that it affirmatively
instructed recruits not to solicit former clients during announcement calls. A jury could also
reasonably find that Ameriprise’s compensation incentives assumed the EFSs would act in good

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faith and not solicit former clients in violation of their EFS Agreements. Simply put, a jury
could find that Ameriprise was playing by the rules.
So, the Court cannot conclude that the announcement strategy was a “thinly veiled ploy”
to have EFSs breach their covenants and solicit Allstate clients, or that “Ameriprise was well
aware that the EFSs never intended to, and did not comply with, the terms of their EFS
Agreements.” See Pls.’ Mem. in Support of Summ. J., at 24, 27 (Dckt. No. 238). These
questions of intent are for the jury.
As to the fifth and final element, damages, the Court concludes that genuine dispute of
material fact exists as to whether Ameriprise’s conduct damaged Plaintiffs. See Marlite, Inc. v.
Eckenrod, 2011 WL 39130, at *9–10 (S.D. Fla. 2011) (denying defendant’s summary judgment
motion where evidence showed that defendant made no effort to stop his employee’s contact
with customers despite knowing that the former employee was subject to a non-solicitation
agreement).
Plaintiffs’ motion for summary judgment on the tortious interference with contract claim
is denied, and Defendant’s motion is denied.
1.

California Law

Ameriprise asks this Court to grant summary judgment on the tortious interference with
contract claims relating to California-based EFSs. Ameriprise argues that the non-solicitation
clause in the EFS Agreement is unenforceable under California law. See Def.’s Mem. in Support
of Summ. J., at 29 (Dckt. No. 242). So, there were no valid contracts to interfere with as to those
EFSs.
California Business and Professional Code § 16600 provides that “[e]xcept as provided in
this chapter, every contract by which anyone is restrained from engaging in a lawful profession,

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trade, or business of any kind is to that extent void.” See Cal. Bus. & Prof. Code § 16600.
Courts have confirmed the breadth of the provision in no uncertain terms: the California
Supreme Court “generally condemns noncompetition agreements.” Edwards v. Arthur Anderson
LLP, 44 Cal. 4th 937, 946 (Cal. 2008). Same goes for non-solicitation agreements. See Gen.
Elec. Co. v. Uptake Techs., Inc., 394 F. Supp. 3d 815, 826–27 (N.D. Ill. 2019). Subject to
several exceptions, “covenants not to compete are void” in California. Edwards, 44 Cal. 4th at
945.
California courts have found non-solicitation agreements enforceable under certain
circumstances. Courts “have repeatedly held a former employee may be barred from soliciting
existing customers to redirect their business away from the former employer and to the
employee’s new business if the employee is utilizing trade secret information to solicit those
customers.” The Retirement Grp. v. Galante, 176 Cal. App. 4th 1226, 1238 (2009) (emphasis in
original). Thus, “section 16600 invalidates provisions in employment contracts and retirement
pension plans that prohibit an employee from working for a competitor after completion of his
employment or imposing a penalty if he does so unless they are necessary to protect the
employer’s trade secrets.” Edwards, 44 Cal. 4th at 946 (cleaned up); see also Richmond Techs.,
Inc. v. Aumtech Bus. Sols., 2011 WL 2607158, at *18 (N.D. Cal. 2011) (“[A] non-compete or
non-solicitation clause may be valid under Section 16600 if it is necessary to protect a trade
secret.”).
But the exception doesn’t apply here because the Court finds that the non-solicitation
provision in the EFS agreement is unenforceable under California law. The provision sweeps far
more broadly than necessary to protect Allstate trade secrets. See Dowell v. Biosense Webster,
Inc., 179 Cal. App. 4th 564, 577 (Cal. App. Ct. 2009) (finding clauses void because they were

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“not narrowly tailored or carefully limited to the protection of trade secrets, but are so broadly
worded as to restrain competition”).
The non-solicitation provision entirely prohibits EFSs from “solicit[ing], sell[ing] or
servic[ing] life insurance policies, annuity contracts, or other business” with respect to any ALIC
customer at the time of termination of the Agreement. See Dawson EFS Agreement, at XVIII(D)
(Dckt. No. 244-2, at 85 of 254). The provision applies whether the contact stemmed from the
misuse of trade secrets. “California law simply does not countenance such broad restraints on
competition.” See Richmond Techs., 2011 WL 2607158, at *18 (finding a non-solicitation
provision void as a matter of law where it prohibited employees from conducting any business
with plaintiff’s customers, “regardless of whether [defendant] initiated the contact or whether the
contact resulted in the misuse of trade secrets”); see also Gen. Elec. Co., 394 F. Supp. 3d at 826–
27 (finding void, under California law, a non-solicitation agreement in which employees agreed
not to solicit or encourage senior employees to leave the company).
The Court therefore grants summary judgment on the tortious interference with contract
claims relating to the three California-based EFSs – Robert Dawson, Brent Rupnow, and
Catherine Heath.
IV.

Unfair Competition (Count III)
Last, Plaintiffs allege that Ameriprise committed the tort of unfair competition, leading to

unfair advantages in the marketplace. See Cplt., at ¶¶ 140–47 (Dckt. No. 1).
“Under Illinois law, the principal form of the tort of unfair competition falls under the
rubric of tortious interference with prospective economic advantage. In connection with a claim
of unfair competition, Illinois courts require a plaintiff to plead and prove every element of a
claim for tortious interference with prospective economic advantage.” Holbrook Mfg. LLC v.

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Rhyno Mfg. Inc., 497 F. Supp. 3d 319, 341 (N.D. Ill. 2020) (cleaned up); see also Advanced
Physicians, S.C. v. ATI Holdings, LLC, 2015 WL 4730738, at ¶ 36 (Ill. App. Ct. 2015) (“Illinois
courts have held that allegations that are insufficient to state a cause of action under a specific
statute or business tort are likewise insufficient to support a broader common law claim of unfair
competition.”); The Film & Tape Works, 856 N.E.2d at 622 (“Since, for the reasons discussed,
we have concluded that there is no evidence to support FTW’s allegations of interference, we can
dispose of the unfair competition claim as well without necessitating any further analysis.”);
Zenith Elec. Corp. v. Exzec, Inc., 1997 WL 223067, at *6 (N.D. Ill. 1997) (collecting cases).10
Here, both parties’ motions for summary judgment on unfair competition rely on the
same conduct as the tortious interference claim. The facts are the same, and the outcome is the
same. Plaintiffs’ motion for summary judgment on the unfair competition claim is denied, and
Defendant’s motion is denied.
Conclusion
For the foregoing reasons, Plaintiffs’ motion for partial summary judgment is denied.
Defendant’s motion for summary judgment is granted in small part and denied in large part.

10

Plaintiffs cite Wilson v. Electro Marine Systems, Inc., 915 F.2d 1110 (7th Cir. 1990) for the proposition
that the Seventh Circuit has identified a two-prong test for unfair competition. See Pls.’ Mem. in Support
of Partial Summ. J., at 28 (Dckt. No. 238). That test requires: “(1) that the defendant obtained access to
the idea through an abuse of a fiduciary or confidential relationship with the plaintiff or via some sort of
fraud or deception;” and (2) “that the defendant’s use of the idea deprived the plaintiff of the opportunity
to reap its due profits on the idea.” Wilson, 915 F.2d at 1119 (citation omitted). Plaintiffs’ reliance on
Wilson is misguided. There, the Seventh Circuit was applying New York state law, and reciting the
elements applied by New York courts for unfair competition claims. Id. Illinois law applies here. And in
Illinois, “[t]he principal form of the tort as it applies to circumstances arising from alleged interference
with third party relations apparently falls under the rubric of tortious interference with prospective
economic advantage.” Integrated Genomics, Inc. v. Kyrpides, 2010 WL 375672, at *14 (N.D. Ill. 2010)
(cleaned up).

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Date: August 18, 2023
Steven C. Seeger
United States District Judge

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