## Facts

- AirFacts, Inc. developed and licensed airline revenue-accounting and auditing software; its primary product, TicketGuard, analyzed ticket fares using industry data and rules.
- Diego De Amezaga worked for AirFacts from 2008 to 2015, rising to a director role involving software development oversight and client relationships.
- De Amezaga’s employment agreement required him, upon termination, to promptly return all materials and copies in his possession or control that pertained to AirFacts confidential information and inventions (return-of-property clause).
- The agreement also included a restrictive covenant limiting certain competitive activity after employment (noncompete clause).
- On February 6, 2015, De Amezaga gave notice of resignation; supervisors told him not to work during the two-week notice period.
- On his final day, De Amezaga emailed to his personal account (and retained) two items relating to AirFacts’ planned proration software: a proration framework spreadsheet and a database model (together, the “proration documents”).
- De Amezaga had also created process-flow diagrams for AirFacts projects (“flowcharts”) and took a copy to a single job interview in the airline industry; he later returned the copy.
- AirFacts sued for breach of the employment agreement and misappropriation of trade secrets under the Maryland Uniform Trade Secrets Act (MUTSA).
- After a bench trial, the district court entered judgment for De Amezaga on all claims; AirFacts appealed.

## Issues

1. Whether De Amezaga breached the return-of-property clause by emailing and retaining the proration documents in a personal email account after termination.
2. Whether the proration documents could qualify as trade secrets under MUTSA and, if so, whether De Amezaga’s acquisition/retention could constitute misappropriation.
3. Whether the flowcharts were trade secrets and whether their limited use at a job interview constituted misappropriation under MUTSA.
4. Whether De Amezaga’s post-employment conduct violated the agreement’s noncompete clause and related contractual provisions.

## Decision

- Affirmed in part, vacated in part, and remanded for further proceedings.
- Held De Amezaga breached the return-of-property clause by emailing the proration documents to his personal account and retaining them after termination.
- Vacated the judgment rejecting the MUTSA claim as to the proration documents, holding the record could support findings that they were trade secrets and were misappropriated.
- Affirmed judgment for De Amezaga on the MUTSA claim involving the flowcharts.
- Affirmed judgment for De Amezaga on the principal noncompete theory and most remaining contract theories.
- Remanded for determinations on materiality and damages for the return-of-property breach and for further proceedings on the proration-documents trade secret claim.

## Legal Principles

- Contract interpretation begins with the plain language; a return-of-property clause requiring prompt delivery of all covered materials can be breached by retention alone, without proof the employee used the materials against the employer.
- Under MUTSA, information is a trade secret if it derives independent economic value from not being generally known or readily ascertainable and is subject to reasonable secrecy efforts.
- MUTSA misappropriation includes acquiring a trade secret by improper means or using/disclosing it in breach of a duty to maintain secrecy.
- Whether a contract breach is material and what damages are recoverable are fact-specific determinations that may require remand if not reached due to legal error.
- A limited, temporary disclosure of employer materials in a job-interview setting, followed by return and without evidence of further use or dissemination, may be insufficient to establish misappropriation on the trial record.

## Conclusion

The Fourth Circuit concluded that the former employee breached his contractual duty to return AirFacts materials by retaining proration-related documents in a personal account and that the proration documents could support a MUTSA trade-secret misappropriation claim, requiring remand; it otherwise upheld the judgment for the employee on the flowchart-based trade-secret claim and most other contract and noncompete theories.


AirFacts, Inc. v. De Amezaga, 909 F.3d 84 (4th Cir. 2018)