Applied Indus. Materials Corp. v. Brantjes

• Decision Date: 13 December 1994
• Docket Number: No. 94 C 6921.,94 C 6921.
• Citation: 891 F. Supp. 432
• Parties: APPLIED INDUSTRIAL MATERIALS CORPORATION, a Delaware corporation, Plaintiff, v. Robert C.A. BRANTJES, Defendant.
• Court: U.S. District Court — Northern District of Illinois

891 F. Supp. 432

APPLIED INDUSTRIAL MATERIALS CORPORATION, a Delaware corporation, Plaintiff, v. Robert C.A. BRANTJES, Defendant.

No. 94 C 6921.

United States District Court, N.D. Illinois, Eastern Division.

December 13, 1994.

Robert J. Rubin, Robert Joseph Mendes, Altheimer & Gray, Chicago, IL, for Applied Indus. Materials Corp.

Howard P. Kamin, Randall B. Gold, Lawrence, Kamin, Saunders & Uhlenhop, Chicago, IL, for Robert C.A. Brantjes.

MEMORANDUM OPINION AND ORDER

HOLDERMAN, District Judge:

On November 14, 1994, plaintiff Applied Industrial Materials Corporation ("Aimcor") commenced this action in the Circuit Court of Cook County, Illinois against defendant Robert C.A. Brantjes ("Brantjes"). On November 18, 1994, defendant Brantjes removed the action to this court pursuant to 28 U.S.C. § 1446. No motion to remand under 28 U.S.C. § 1447 has been filed.

This federal court's subject matter jurisdiction is premised upon 28 U.S.C. § 1332 since the parties are citizens of different states and the amount in controversy exceeds $50,000.00 exclusive of interests and costs. Venue in this district under 28 U.S.C. § 1391 is undisputed by the parties.

Plaintiff Aimcor has moved for a preliminary injunction against defendant Brantjes. The court has reviewed the materials submitted regarding plaintiff's motion. The court offered the parties the opportunity to call witnesses if they desired at a hearing on December 2, 1994 during which the court heard both plaintiff's counsel and defendant's counsel in oral argument. Both parties declined to call witnesses and relied instead on their written submissions as to the facts.¹ The parties provided the court additional written submissions on December 5, 1994 which the court has reviewed. For the reasons stated herein, plaintiff's motion for preliminary injunction is denied.

FINDINGS OF FACT

I. The Parties

Plaintiff Aimcor is a Delaware corporation with its principle place of business in Colorado. For several years as part of Aimcor's business it has been engaged in the buying and selling of fluid petroleum coke ("Coke"), a by-product in the refinery of crude oil.

Defendant Brantjes was employed by Aimcor, or its predecessor companies, from March 1, 1974 through June 30, 1990. Brantjes was Aimcor's Vice President, Sales and Logistics, from November 1, 1986 through June 30, 1990. Brantjes became a shareholder of Aimcor on September 1, 1988 at which time Brantjes and AIMCOR Holdings, Inc. entered into a contract entitled Shareholder's Agreement. A copy of that Shareholder's Agreement is attached to Aimcor's Verified Complaint for Injunctive and Other Relief as Exhibit "A." In June 1989, AIMCOR Holdings, Inc. merged into Aimcor. By this merger, Aimcor succeeded to all of the rights and obligations that AIMCOR Holdings, Inc. had under the Shareholder's Agreement with Brantjes.

Pursuant to Section 5.2 of the Shareholder's Agreement, Brantjes agreed that he would not disclose any of Aimcor's confidential information:

5.2 Confidentiality.... Brantjes agrees that ..., for the longest period permitted by law after termination of his employment for any reason, Brantjes shall hold in strictest confidence, and shall not ... use for the benefit of himself or any third party or disclose to any person, firm corporation outside of AIMCOR .. any "Confidential Information".

Section 5.2 of the Shareholder's Agreement defined "Confidential Information" broadly to include anything "protectible as a trade secret under the Illinois Trade Secrets Act," 765 ILCS 1065/1 et seq. ("Act"), and specifically defined it to include any information regarding Aimcor's marketing plans and strategies, Aimcor's finances and business records, the purchase and payment patterns of Aimcor's customers, and any other information that Brantjes was told, or reasonably ought to have known, that Aimcor regards as confidential. In Section 5.3 of the Shareholder Agreement, Brantjes agreed to injunctive relief among other remedies being accorded Aimcor in the event of his breach of Section 5.2. (Exhibit A, p. 19, to Exhibit 1 of Plaintiff's Motion for Preliminary Injunction.)

II. Pertinent Business Dealings

For the past twenty-five years, Aimcor, or its predecessor companies, has had a business relationship with Onoda Cement ("Onoda") and Mitsubishi Corporation ("Mitsubishi") whereby Onoda, using Mitsubishi as its importing trading company, bought quantities of Coke from Aimcor for use in Japan. Aimcor bought the Coke that it has sold to Onoda from a refinery in Benicia, California that is owned and operated by Exxon Company, U.S.A. ("Exxon").

Since about 1969, Aimcor, or its predecessor companies, has bought and then sold to Onoda, through Mitsubishi, all of the Coke produced for export at Exxon's Benicia refinery. At all times Exxon knew that Aimcor was reselling the Coke it had purchased from Exxon to Onoda. In recent years, Onoda purchased from Aimcor in excess of 200,000 metric tons of Benicia Coke per year for use in Japan.

As described in the Additional Certified Statement of Peter Scott-Hansen, the President of Aimcor's Carbon Groups, which was filed December 5, 1994, Aimcor renegotiated prices relating to the purchase and sale of Coke from Benicia, California once a year. This annual renegotiation process has involved two sets of negotiations—one with Exxon for the price Aimcor will pay for Coke and the other with Onoda for the price Aimcor will receive for Coke. The two sets of negotiations have been inextricably tied to one another. Each time Aimcor has renegotiated its deal with either Exxon or Onoda, Aimcor has also renegotiated its deal with the other. (¶, Scott-Hansen, 12/5/94 Statement.) The price Aimcor has received from Onoda for Coke has been based on a price per metric ton. While the actual price per metric ton of Coke has varied from year to year, Aimcor's profit margin in connection with the purchase and sale of Benicia Coke has in one year since 1990 remained unchanged from the previous year's profit margin, while in other years it has increased and in at least one year it has decreased. (¶¶ 3-4, Scott-Hansen, 12/5/94 Additional Certified Statement.)

While working at plaintiff Aimcor, defendant Brantjes was familiar with: (a) all negotiations, contracts and other contacts with Onoda, Mitsubishi and Exxon in connection with the purchase and sale of Benicia Coke; and (b) the price Aimcor paid Exxon for Coke, Aimcor's costs in selling Coke to Onoda through Mitsubishi, the amount Aimcor was paid for Coke, the net profit level Aimcor earned from its Benicia Coke operations and all other details regarding the Benicia Coke operations as of the day Brantjes left Aimcor's employ, June 30, 1990. Aimcor considers all this information to be trade secret information protected by the Illinois Trade Secrets Act.

There are no publications, newsletters, services or other sources that publish or make known the price of Coke. Other than speaking directly to a particular producer or user, there is no way to determine the accuracy of price or profit margin information regarding Coke. (¶ 6, Scott-Hansen, 11/29/94 Certified Statement.)

Since leaving Aimcor on June 30, 1990 Brantjes has not been privy to any of Aimcor's information concerning the prices Aimcor has resold or the conditions under which Aimcor has resold the Coke it purchased from Exxon to Onoda. After leaving Aimcor, Brantjes became president of Clemens Consulting, Inc. of Garrison, New York.

In or about November, 1993, Brantjes met in Brussels, Belgium with a representative of Onoda at the Cembureau Conference. Brantjes testified in his December 2, 1994 affidavit:

At no time, including the November 1993 meeting in Brussels, did I ever disclose any confidential pricing or any other confidential information to Exxon or Onoda concerning Aimcor sic, its pricing, or its Benicia Coke operation. (¶ 5.)

In December, 1993, Exxon approached Brantjes and advised Brantjes that it, Exxon, wished to sell Coke directly to end-user customers. Exxon at that time asked Brantjes because of his long-standing friendly relationship at Onoda, to ascertain from Onoda whether Onoda would be interested in dealing directly with Exxon.

On January 19, 1994, Brantjes, on Exxon's behalf, met with the Purchasing Department Officials of Onoda in Tokyo. At that meeting the Onoda officials expressed the belief that "times had changed and that old traditional channels were not necessarily in the interest of the consumers in Japan." Onoda told Brantjes its 1993 contract purchase prices for Australian Coal, Russian Anthracite and Exxon Fluid Coke. Brantjes reported that information to Exxon in a memorandum (Exhibit B to Brantjes 11/22/94 Affidavit). In the memorandum reporting on that January 1994 Tokyo meeting both Onoda and Brantjes also stated:

Aimcor has asked for a sizable price increase for the new fiscal year (1994) which has been refused by Onoda based on the above calculation. Since Onoda suspects that there is a considerable mark up from the level Exxon charges Aimcor, they are interested in starting negotiations with Exxon already for this coming financial year.

In January, 1994, at a meeting between representatives of Exxon and Aimcor, Exxon told Aimcor that it was unhappy with what it perceived to be the level of profit Aimcor was making on the sale of Benicia Coke to Onoda through Mitsubishi. Exxon implied that Aimcor should pay more money per ton to Exxon for the Benicia Coke. Aimcor explained its position to Exxon and subsequently offered to increase the price Aimcor paid Exxon for the sales year beginning April 1, 1994. Exxon accepted this offer. In its twenty-five year relationship with Aimcor, Exxon had never before communicated to Aimcor any displeasure concerning Aimcor's business relationships with Onoda and Mitsubishi.

On or about March 19, 1994, Exxon gave Aimcor a twelve-month notice that Exxon was cancelling its Benicia Coke contract with...