Holden v. Crown Chemical Corp.
| Decision Date | 14 July 1954 |
| Docket Number | No. 79207,79207 |
| Citation | 19 Conn.Supp. 85,110 A.2d 288 |
| Parties | Artemas F. HOLDEN et al. v. CROWN CHEMICAL CORPORATION et al. |
| Court | Connecticut Superior Court |
Wells & Murphy, New Haven, for plaintiffs.
Archibald G. Marshall, Branford, for defendants.
In this action there are two plaintiffs--Artemas F. Holden and The A. F. Holden Company, a corporation. In brief, the complaint alleges that the defendant Solakian was first employed by Holden, individually, in a business which employed trade secrets in its manufacturing process. Solakian entered into an agreement with Holden in which he acknowledged that Holden's business methods were confidential and its technical matters secret and agreed not to disclose to others anything relating to the business methods or technical matters, agreed to disclose to his employer (who was doing business under a trade name) 'and/or' the plaintiff Holden and to none other any trade secret which Solakian then possessed or might make or acquire during his employment and for two years thereafter, and to assign to plaintiff Holden the entire right, title and interests which he might have during such period in such trade secret. It is alleged that Solakian during his employment acquired knowledge of trade secrets belonging to the plaintiffs. Holden assigned all the assets and good will of the business he conducted as an individual to the plaintiff corporation. It is alleged that the defendant Solakian has disclosed and is disclosing the trade secrets he acquired while Holden's employee and an employee of the corporation to businesses in competition with the corporation. Plaintiffs seek an injunction against such disclosures and further equitable relief.
The defendants have demurred to the complaint claiming the contract was never entered into between the corporation and Solakian but between Holden individually and Solakian; that the contract afforded Holden no right to assign it or the rights of personal service thereunder; that it appears from the complaint that the A. F. Holden Company (which was the business individually conducted by Holden under a trade name) went out of business in 1938; that Holden by the terms of the contract 'had no rights in defendant Haig Solakian' two years after the termination of his employ with Holden as an individual or company. A further ground of demurrer is that since May, 1940 (two years after the Holden Company ceased to do business following the incorporation of the business and its continuance as a corporation), all rights under the contract terminated and plaintiffs' right of action is barred by the six-year Statute of Limitations under the provisions of § 8315 of the General Statutes.
A demurrer only lies to test the sufficiency of an entire cause of action. Baker & Bennett Co. v. Puklin, 101 Conn. 163, 125 A. 252. If a cause of action could be proven under the allegations of the pleadings, it is good and a demurrer does not lie. The sufficiency of the allegations as against the demurrer are to be tested by the facts provable under them and in considering the allegations they will be given the same favorable construction that a trier might deem itself required to give in admitting evidence under...
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On-Line Technologies v. Perkin Elmer Corp.
...Whitaker v. Gavit, 18 Conn. 522 (1847). Further, agreements regarding trade secrets may be assigned, see Holden v. Crown Chemical, 19 Conn.Supp. 85, 110 A.2d 288 (1954). Defendants have cited no authority that would cast doubt on the legitimacy of the assignment of AFR's rights here. Given ......
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...A. 252; Donovan v. Davis, 85 Conn. 394, 82 A. 1025; Hill v. Fair Haven & W. R. Co., 75 Conn. 177, 52 A. 725; Holden v. Crown Chemical Corporation, 19 Conn.Sup. 85, 87, 110 A.2d 288. Accordingly, despite its obvious deficiencies, the first count is not properly attacked by the present demurr......
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