Calisi v. Unified Financial Services, LLC

Without specialized client information, client lists do not constitute trade secrets.

Opinion (Norris): Michael Calisi (“Calisi”) worked for Unified Financial Services, LLC (“UFS”) as a certified public accountant from 2006 until 2009. Calisi then went to work for Daryle Messina (“Messina”), a mortgage consultant who maintained a mutual referral arrangement with UFS. Messina sent out an email to 2,000 clients, some of whom were UFS clients, announcing that Calisi had come to work for Messina as an in-house CPA and that the clients could receive a discount if the clients used Calisi’s tax preparation services. Calisi sued UFS for unpaid wages and UFS counterclaimed with a misappropriation of trade secrets, citing use of the client contact list to solicit business. The lower court found that, in using the client lists and their personal information, Calisi had misappropriated trade secrets. Calisi appealed. Client lists have been specifically considered to be a trade secret when the client lists represent a “selective accumulation of detailed, valuable information about customers” that would not occur naturally to others in the same business. UFS’s use of client information that was taken from the clients’ tax returns would not qualify as a trade secret, because any competitor furnished with the tax returns would be privy to the same information. In determining whether the client lists were a trade secret, the Court first considered whether the subject matter of the information was secret. UFS did not keep the client list a secret, as demonstrated by Messina’s access to the client lists. Second, the court considered whether reasonable efforts had been taken to keep the information secret. Because Calisi had been told upon his termination that he could contact “his clients,” reasonable efforts to maintain secrecy were not shown. Although UFS took steps toward maintaining confidentiality, without a substantive trade secret, confidentiality alone does not create a trade secret. The court found that on those facts UFS failed to prove that the client list was trade secret. Accordingly, the court VACATED and REMANDED the trade secret judgment against Calisi.