Business Trade Secrets Laws

Florida law defines a trade secret as information, including a formula, pattern, compilation, program, device, method, technique or process that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. To maintain a claim based upon the alleged misappropriation of a trade secret, the employer must present more than generalized statements or conclusions but must instead establish the existence of a legitimate business interest and that the employer took steps to protect the purported trade secret.

A customer list is entitled to trade secret protection only if the list is the product of great expense or effort, is a distillation of a larger list or includes information not available from public sources. Furthermore, absent a covenant against competition a former employee cannot be precluded from utilizing contacts and expertise gained during his former employment, soliciting his former clients or directly competing with his former employer.

In one case, for example, a clinic terminated a physician’s independent contractor agreement and the physician began working out of another office the following day; soliciting his former patients to move from the clinic to his new office. The independent contractor agreement did not contain a covenant against competition. The clinic sued alleging that the physician had “stolen a list of names of patients”; that the physician had business cards printed with his new address while still employed at the clinic; that the physician had made a list of those patients whom he saw and that the physician sent announcements to some of the clinic’s patients announcing his relocation.

The judge reversed the trial court’s judgment for money damages holding that in the absence of a covenant against competition the physician was free to solicit the clinic’s patients he had come to know while working at the clinic and was free to compete against his former employer. Furthermore, the names of the patients were not trade secrets since there was no evidence that the patient’s names were the result of considerable effort, knowledge, time and expense or that the names of the patients could not be obtained through other means.