Loftness manufactures and sells farming equipment and has its principal place of business in Minnesota. Twiestmeyer and his wife own T&A, which markets and sells grain bagging equipment on behalf of Loftness. Hood’s company, Hood & Company, Inc., serves as a sales representative for Loftness.
In 2007, Twiestmeyer and Hood approached Loftness with an idea for a new line of grain bag loaders and unloaders for Loftness to manufacture and sell. At that time, Twiestmeyer and Hood were selling grain bagging equipment that was manufactured in Argentina. This sales experience provided them with knowledge about the market for grain bagging equipment and insight into possible improvements to the Argentinian-made equipment. Twiestmeyer and Hood met with representatives of Loftness on May 15, 2007 to pitch this new product line. Prior to this meeting, Loftness did not manufacture grain bagging equipment and was not considering doing so. Before discussing Twiestmeyer and Hood’s proposal, T&A and Loftness signed a non-disclosure agreement (“NDA”). Neither Twiestmeyer nor Hood are identified as parties to the NDA. Pursuant to the NDA, Loftness agreed it would “keep in confidence all Confidential Information” and would “not directly or indirectly disclose to any third party or use for its own benefit, or use for any purpose other than the Project, any Confidential Information it receives from [T&A].” Loftness further agreed not to use T&A’s “confidential information in any way that could be construed as being competitive of [T&A’s] business for a period of twenty (20) years after the effective date of this Agreement.” The NDA defined “Confidential Information” as “[s]uch information that [T&A] considers to be proprietary and/or confidential” and provided a non-exhaustive list of types of such information.
Judge(s): Raymond Gruender
Jurisdiction: U.S. Court of Appeals, Eighth Circuit
Related Categories: Contracts , Trade Secret
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