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Avery Dennison Corp. v. Naimo

November 16, 2006

AVERY DENNISON CORPORATION, PLAINTIFF,
v.
MICHAEL A. NAIMO, DEFENDANT.



The opinion of the court was delivered by: John F. Grady, United States District Judge

MEMORANDUM OPINION

Before the court is defendant's motion to dismiss Count IV of the complaint pursuant to Federal Rule of Civil Procedure 12(b)(6). For the reasons explained below, the motion is granted.

BACKGROUND

This is an action in which plaintiff Avery Dennison Corporation ("Avery") alleges that after it terminated the employment of defendant Michael A. Naimo, Naimo breached an Employment Agreement and a Separation Agreement by competing with Avery and by using Avery's confidential and trade-secret information.

The complaint alleges the following facts, which we take as true for purposes of the instant motion. Until December 12, 2005, Naimo was employed by Avery as a regional sales director for one of its divisions. The parties entered into a "Separation Agreement and General Release" (the "Separation Agreement"), the relevant terms of which are as follows:

This Separation Agreement and General Release ("Agreement") is made by and between Michael Naimo ("Employee") and Avery Dennison Corporation, a Delaware corporation ("Avery") effective this 12th day of December, 2005.

Employee is currently party to an Employment Agreement with RVL Packaging, Inc. ("RVL"). RVL is a wholly-owned subsidiary of Avery. . . . Employee and Avery agree to the following terms in full and final settlement of all matters relating to or arising out of Employee's employment and separation from employment with Avery and/or RVL:

1. Employee's employment with Avery shall end as of December 12, 2005.

2. It is agreed that, for the promises made herein, Employee will receive the following consideration:

The applicable payments set forth in Section 5(c) of the Employment Agreement, dated September 1, 2003, by and between RVL Packaging, Inc. and Employee. . . . . . .

4. Employee represents that he/she has carefully read and fully understands all the provisions of this Agreement and has had an adequate opportunity to discuss all aspects of this Agreement with an attorney of his/her own choosing, if desired. . . .

9. Employee understands and agrees that in the course of employment with Avery, he/she may have acquired confidential information and trade secrets concerning Avery's operations, its future plans and methods of doing business, including, without limitation, proprietary information about its products, product development, customers, research, technology, financial circumstances, marketing, pricing, costs, compensation and other matters (hereinafter collectively "Trade Secrets"). Employee may not reveal or disclose, sell, use, lecture upon, or publish any such Trade Secrets, or authorize anyone else to do so at any time subsequent to his/her employment with Avery. . . .

10. This Agreement shall be governed by and interpreted and construed in accordance with the laws of the State of Illinois. . . . . . .

12. This Agreement is the only and complete agreement between Employee and Avery on or in any way relating to the subject matter hereof, and supersedes all previous agreements, including, without limitation, the Employment Agreement, except to the extent such Employment Agreement (and the payment obligation set forth therein) is specifically referenced in Section 2 of this Agreement. . . . No statements, promises or representations have been made by either party to the other and no ...


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