North Highland Inc. v. Jefferson Machine & Tool Inc., 042816 WICA, 2015AP643

Docket Nº:2015AP643
Opinion Judge:PER CURIAM.
Party Name:North Highland Inc., Plaintiff-Appellant, v. Jefferson Machine & Tool Inc. and Steven M. Homann, Defendants, Frederick A. Wells, Defendant-Respondent.
Judge Panel:Before Kloppenburg, P.J., Lundsten and Sherman, JJ.
Case Date:April 28, 2016
Court:Court of Appeals of Wisconsin
 
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North Highland Inc., Plaintiff-Appellant,

v.

Jefferson Machine & Tool Inc. and Steven M. Homann, Defendants,

Frederick A. Wells, Defendant-Respondent.

No. 2015AP643

Court of Appeals of Wisconsin, District IV

April 28, 2016

This opinion will not be published. See Wis. Stat. Rule 809.23(1)(b)5.

APPEAL from a judgment of the circuit court No. 2012CV125 for Jefferson County: WILLIAM F. HUE, Judge.

Before Kloppenburg, P.J., Lundsten and Sherman, JJ.

PER CURIAM.

¶1 North Highland, Inc., appeals summary judgment in favor of Frederick Wells. North Highland brought suit against Wells, alleging in part that Wells had conspired to breach a fiduciary duty owed to North Highland by a former employee of North Highland and that Wells has misappropriated a trade secret, in violation of Wis.Stat. § 134.90 (2013-14).1

The circuit court granted summary judgment in favor of Wells on each of these claims. For the reasons discussed below, we affirm.

BACKGROUND

¶2 In 2012, North Highland brought suit against Wells and Dwain Trewyn.2 North Highland, a manufacturing company, alleged that in 2011, Tyson Foods, Inc., accepted confidential bids from manufacturing companies for a project related to its facility in Jefferson, Wisconsin. North Highland alleged that at the time, Trewyn was an employee of North Highland and that one of Trewyn's duties was to formulate North Highland's bid for the Tyson project. North Highland alleged that Trewyn and Wells formed Jefferson Machine & Tool, Inc., a competitor manufacturing company, and that while still employed by North Highland, Trewyn also formulated a bid for the Tyson project on behalf of Jefferson Machine, which was awarded the Tyson project.

¶3 North Highland asserted claims against Trewyn and Wells for trade secret misappropriation, alleging that its bid amount for the Tyson project constituted a trade secret, that Trewyn had disclosed North Highland's bid amount to Wells, and that Wells and Trewyn used that information in order for their company, Jefferson Machine, to present a more favorable bid to Tyson Foods. North Highland also asserted a claim against Trewyn for breach of fiduciary duty, and a claim against Wells for conspiracy to breach a fiduciary duty.3

¶4 The circuit court granted summary judgment in favor of Trewyn and Wells on North Highland's trade secret misappropriation claim, and the case proceeded on only North Highland's claims for breach of fiduciary duty against Trewyn and conspiracy to breach fiduciary duty against Wells.

¶5 Prior to trial on those claims, Trewyn declared Chapter 7 bankruptcy, which resulted in a stay in North Highland's action against Trewyn. North Highland filed an adversary action against Trewyn in the bankruptcy court, and North Highland and Trewyn reached a settlement agreement in which the parties agreed that Trewyn would pay an agreed upon sum to North Highland by a specified date, that the adversary proceeding filed by North Highland against Trewyn in bankruptcy court would be dismissed, that any debt above and beyond what Trewyn agreed to pay North Highland would be discharged, and that North Highland covenanted not to sue Trewyn. Pursuant to North Highland and Trewyn's stipulation, the bankruptcy court entered an order dismissing the adversary proceeding between North Highland and Trewyn.

¶6 Following the dismissal of the bankruptcy action between North Highland and Trewyn, North Highland and Trewyn stipulated in the present case that: North Highland had covenanted not to sue Trewyn but that it had reserved all rights to its claims against Wells; North Highland had received the settlement payment from Trewyn; and Trewyn could be dismissed as a party to this action. Following the stipulation, the circuit court entered an order dismissing Trewyn as a party in this case.

¶7 Following Trewyn's dismissal, Wells moved the circuit court for summary judgment on North Highland's conspiracy claim, arguing that as a result of the dismissal of North Highland's claim against Trewyn, North Highland's conspiracy claim against Wells was barred by claim preclusion. The circuit court granted Wells' motion. North Highland appeals the dismissal of both its trade secret misappropriation claim and its conspiracy claim.

DISCUSSION

¶8 North Highland contends that the circuit court erred in entering summary judgment in favor of Wells on North Highland's claims for conspiracy to breach fiduciary duty and trade secret misappropriation.

¶9 We review summary judgment de novo. Mach v. Allison, 2003 WI App. 11, ¶14, 259 Wis.2d 686, 656 N.W.2d 766. A party is entitled to summary judgment "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Wis.Stat. § 802.08(2). Summary judgment materials are to be viewed in the light most favorable to the nonmoving party. Rainbow Country Rentals and Retail, Inc. v. Ameritech Publ'g, Inc., 2005 WI 153, ¶13, 286 Wis.2d 170, 706 N.W.2d 95.

A. Conspiracy to Breach Fiduciary Duty

¶10 Wells contends that...

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