## Facts

- ABBA Rubber Company purchased and operated a rubber-roller manufacturing business originally founded by Roy J. Seaquist.
- Jose Uribe (vice-president/general manager) and Tony Uribe (sales manager) worked for ABBA and became familiar with ABBA’s customers through their employment.
- After a contractual noncompetition restriction expired, Seaquist began manufacturing rubber-roller products through his separate company; the business later expanded its operations and facility.
- On the day Jose Uribe left ABBA (by resignation or termination), he was hired by Seaquist; weeks later, Seaquist hired Tony Uribe as a salesman.
- The Uribes denied taking ABBA’s physical records but admitted soliciting some ABBA customers, including by sending a letter announcing Jose Uribe’s move and promoting Seaquist’s pricing, quality, and service.
- ABBA alleged defendants misappropriated trade secrets (customer information, pricing, and related data) and sought damages and injunctive relief.
- The trial court issued a preliminary injunction restraining defendants from soliciting any former ABBA customers and required ABBA to post a $1,000 undertaking.

## Issues

1. Whether ABBA made a sufficient showing that its customer information and related data were protectable trade secrets to justify preliminary injunctive relief.
2. Whether an order barring solicitation of “any” former ABBA customers was impermissibly vague and overbroad.
3. Whether a $1,000 undertaking was adequate under Cal. Civ. Proc. Code § 529 given potential losses from a wrongful injunction.

## Decision

- The Court of Appeal reversed the order granting the preliminary injunction.
- The injunction was vague and overbroad because it prohibited solicitation of all former customers without tying the restraint to identified trade secrets or defining the protected customer information.
- The undertaking was legally insufficient given evidence of potentially substantial lost sales to defendants if the injunction were wrongful.
- The merits of ABBA’s trade-secret claims were not finally decided; the reversal addressed defects in the preliminary injunction and bond.

## Legal Principles

- Under the California Uniform Trade Secrets Act, the plaintiff must identify the alleged trade secrets and prove they exist (including independent economic value from secrecy and reasonable efforts to maintain secrecy). (Cal. Civ. Code § 3426.1.)
- Customer information may qualify as a trade secret when it is not readily ascertainable and reflects substantial effort or valuable nonpublic details (e.g., pricing, needs, buying practices), but general customer identities and employee memory are not automatically protected.
- A preliminary injunction must be stated with sufficient precision to give fair notice of what conduct is prohibited; trade-secret injunctions must be limited to preventing use or disclosure of protectable secrets, not imposing a broad no-solicitation/noncompetition restraint untethered to secrecy.
- An injunction must be supported by an undertaking reasonably related to likely damages from a wrongfully issued injunction. (Cal. Civ. Proc. Code § 529.)

## Conclusion

The court set aside a preliminary no-solicitation order because it functioned as an undefined, sweeping restraint rather than a targeted trade-secret injunction, and because the nominal $1,000 undertaking did not reasonably protect defendants against the potential harm of a wrongful injunction.


ABBA Rubber Co. v. Seaquist, 235 Cal. App. 3d 1 (Ct. App. 1991)