United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
Castillo, Chief Judge
Young-Chicago, LLC ("Plaintiff), a real estate brokerage
firm, brings this action against its former brokers Keith
Puritz, Brett Kroner, and Eric Fischer
("Defendants"), alleging violations of the federal
Defend Trade Secrets Act, 18 U.S.C, § 1836, and the
Illinois Trade Secrets Act, 765 Ill. COMP. Stat. 1065/1-9, as
well as claims of unjust enrichment and breach of contract.
(R. 13, Am. Compl. ¶¶ 1-5, 8, 52-88.) Presently
before the Court is Defendants' motion for judgment on
the pleadings pursuant to Federal Rule of Civil Procedure
12(c). (R. 50, Mot.) The Court denies Defendants' motion
for the reasons stated below.
March 27, 2015, and April 14, 2015, Defendants entered into
separate, almost identical,  brokerage agreements with
Plaintiff (collectively, the "Agreements") under
which they agreed to perform real estate brokerage services.
(R. 13, Am. Compl. ¶¶ 27, 34; see also R.
13-1, Puritz Agreement; R. 13-2, Kroner Agreement; R. 13-3,
Fischer Agreement.) Each Agreement has the same
confidentiality and "no raiding" provisions. (R.
13-1, Puritz Agreement at 7-9; R. 13-2, Kroner Agreement at
7-9; R. 13-3, Fischer Agreement at 6-8.)
confidentiality provision provides, in relevant part:
9. Confidentiality. In the course of Broker's
engagement with [Plaintiff], Broker may obtain or create
confidential information ("Confidential
Information"), which means information or materials
belonging, relating to, developed by or for, or purchased by
or for [Plaintiff], [Plaintiffs parent], [any company
affiliated to Plaintiffs parent], and/or their respective
clients that is not publicly available, including without
limitation, information or materials concerning: (i) real
estate transaction, management, financing or consulting
opportunities, or listings related to any types of properties
or interests therein whether for sale, lease, encumbrance, or
other conveyance; (ii) the names and all other information
concerning existing or potential clients that are not
generally known and are not readily ascertainable; (iii)
marketing or sales; (iv) any and all records, mailing lists,
correspondence, memoranda, files, presentation formats,
manuals, forms, procedural information, and any other
information; (v) employees, independent contractors,
compensation arrangements, or the terms of employment or
engagement of any employee or independent contractor; or (vi)
financial condition or performance, strategy, operations,
future or proposed products or services, ideas, techniques,
know-how, trade secrets, or processes. Confidential
Information also includes information that has [sic] obtained
from a third party under an obligation of confidentiality. .
.. Broker will not (i) disclose Confidential Information to
any person or entity, or (ii) make any use whatsoever of
(R. 13-1, Puritz Agreement at 7-8; R. 13-2, Kroner Agreement
at 7-8; R. 13-3, Fischer Agreement at 6-7.) The no raiding
provision provides, in relevant part:
14. No Raiding. During Broker's engagement with
[Plaintiff] and for a period of twelve months following the
expiration or termination of such engagement, Broker will
not. . . solicit . ., any of the employees, independent
contractors or salespeople of [Plaintiff], [Plaintiffs
parent], or [any company affiliated to Plaintiffs parent] to
leave [Plaintiff], [Plaintiffs parent], or [any company
affiliated to Plaintiffs parent] and associate with a
competing real estate services firm located in or serving the
area served by Broker during Broker's engagement with
[Plaintiff] or employ, engage, or retain (or arrange to have
any other person solicit, employ, engage or retain) or
otherwise participate in the employment, engagement, or
retention of any employee, independent contractor or
salesperson of [Plaintiff], [Plaintiffs parent], or [any
company affiliated to Plaintiffs parent].
(R. 13-1, Puritz Agreement at 9; R. 13-2, Kroner Agreement at
9; R. 13-3, Fischer Agreement at 8.)
alleges that it agreed to pay Defendants a transition bonus,
a contingent bonus, and ongoing commissions in exchange for
Defendants' agreement to the confidentiality and no
raiding provisions. (R. 13, Am. Compl. ¶¶ 28-32,
34; see also R. 13-3, Fischer Agreement at 1-3,
6-8.) Plaintiff claims that it took additional measures to
protect its confidential information by instructing
Defendants to read and familiarize themselves with Plaintiffs
policies and procedures, which state that any confidential
information belongs exclusively to Plaintiff if it was
created or developed on Plaintiffs time or using Plaintiffs
resources and relates to Plaintiffs business. (Id.
¶¶ 36-37, 39, 41.)
alleges that Puritz and Kroner's team brokered industrial
real estate and lease transactions in the Midwest region,
and, as part of a "select group of executives, "
Plaintiff entrusted them with access to its trade secrets,
confidential information, and long-term business
relationships with clients. (Id. ¶¶ 10,
18.) Additionally, Plaintiff claims that Kroner and Puritz
attended monthly meetings restricted to the company's top
executives where participants discussed the company's
most important strategic issues, including potential
acquisitions, client development initiatives, recruitment
efforts, and competition with Cushman & Wakefield, a
competing real estate brokerage firm. (Id.
¶¶ 12, 20.)
alleges that because Defendants Puritz and Kroner were
principals of Plaintiff s firm, they had access to and
knowledge of Plaintiff s strategic plans, including its plans
related to client development, real estate deals, and
recruitment. (Id. ¶ 24.) Moreover, Plaintiff
claims that it introduced Defendants to a number of its
existing and prospective clients and allowed Defendants to
use its brand and goodwill. (Id. ¶¶
25-26.) Plaintiff also gave Defendants access to its software
platform, "Apto, " which stored all of Plaintiff s
data regarding customer relationships, real estate
properties, property listings, and pending and prospective
real estate deals. (Id. ¶ 22.) Plaintiff
alleges that Defendants were only given access to Apto based
on their promises to abide by the Agreements. (Id.
September 2, 2016, Defendants resigned from Plaintiffs firm
and accepted positions at Cushman & Wakefield.
(Id. ¶¶ 11-12.) During the weeks preceding
Defendants' resignation, they allegedly downloaded
confidential and trade secret information from Plaintiff
(Id. ¶ 13.) For example, Kroner allegedly
copied most or all of the email from his company email
account, including client emails and another email file
containing detailed information about Plaintiffs clients.
(Id. ¶¶ 45-47.) Additionally, Kroner and
Fischer allegedly took paper files containing confidential
and proprietary information about customers and their pending
or contemplated real estate transactions. (Id.
¶¶ 48-50.) Plaintiff alleges that Defendants'
actions have injured Plaintiff and will result in an
irreparable loss of customers, revenue, and competitive
standing. (Id. ¶ 16-17.)
December 22, 2016, Plaintiffs filed a complaint in the
Circuit Court of Cook County, Illinois, and Defendants later
removed the action to this Court pursuant to 28 U.S.C.
§§ 1331 and 1441(a). (See R. 1, Notice of
Removal; R. 1-2, State Court Compl.) On February 6, 2017, the
Court dismissed the complaint without ...