approximately equivalent to twenty-two sheets of paper plus the
mailing envelope. The printout was not returned to Unisource. Rather,
Carrara alleges that he threw it away.
Although no one, including Carrara and Baker, could remember or
identify what was contained in the AS 400 printout, an investigation into
the matter conducted by John Montgomery revealed that the printout was
probably a "Customer Transaction Analysis" (CTA). A CTA contains one
specific customer's purchase history, including products ordered, prices
paid, and billing dates. A CTA may also contain Unisource's costs and
gross trading margins, although Carrara testified that he would
frequently request that these two columns be removed.
Carrara testified that he would request a CTA four or five times a year
to provide to a customer for its inventory purposes, to assist a customer
in obtaining a reward under various reward programs, or for "forecasting"
purposes. Therefore, it would not be abnormal or improper for Carrara to
receive a twenty-two page CTA on November 9, 2002. In any event, under
the foregoing analysis, none of the information contained in a CTA is
In sum, it is the finding of this Court that none of the information
that Unisource seeks to protect is confidential. Because the record does
not show that any of the Defendants acquired confidential information
through his or her employment at Unisource and subsequently tried to use
that information for his or her own benefit, Unisource cannot show that
its contracts with Carrara, Richard McCormick, Michael McCormick and
Hetman are founded upon a "legitimate business interest." Lawrence and
Allen, Inc., 685 N.E.2d at 443. Therefore, all four restrictive covenants
are unenforceable in any event.*fn5
Furthermore, the provisions in Unisource's employment agreements with
each of the Defendants that prohibit disclosure of "confidential
information" are overbroad in that they expressly cover information
generally known or available in the industry.*fn6 (Pl.'s Exs. 2-3, 5,
7-10.) See id.; AEE-EMF, Inc. v. Passmore, 906 S.W.2d 714, 722 (Mo. Ct.
App. 1995) ("Matters of general knowledge or of public knowledge in an
industry cannot be appropriated by one as his secret."); Physician
Specialists in Anesthesia, P.C. v. MacNeil, 539 S.E.2d 216, 225 (Ga. Ct.
App. 2000) ("The validity of a nondisclosure provision depends . . . on
two factors: (1) whether the employer is attempting to protect
confidential information relating to the business, . . . and (2) whether
the restraint is reasonably related to the protection of the
information."). Therefore, Unisource cannot rely on these provisions to
prohibit the Defendants from using or disclosing the type of information
at issue here.
II. Illinois Trade Secrets Act
The parties concede that under Illinois law, there is no apparent
difference between "confidential information" and "trade
secrets." Therefore, under the foregoing analysis, Unisource has not
shown that any of the Defendants has violated the Illinois Trade Secrets
Act*fn7 by disclosing or threatening to disclose any trade secrets
belonging to Unisource.
For the foregoing reasons, Unisource's Motion for a Preliminary
Injunction [#3-2] is DENIED. The Temporary Restraining Order entered on
January 31, 2003, is hereby dissolved.