## Facts

- William Blackwell, a freelance sound professional and casting director, maintained a personal database of roughly 70 voice actors and their contact information, including willingness to do union and nonunion work.
- Blackwell considered the database confidential and economically valuable, but he routinely shared relevant actor contact information with game-company clients without nondisclosure agreements, confidentiality markings, or access restrictions.
- Blizzard hired Blackwell’s company for audio work, then offered him full-time employment as an audio lead.
- As a condition of employment, Blackwell signed a confidentiality and proprietary-rights assignment agreement assigning Blizzard rights in works developed during employment and giving him an opportunity to list preexisting materials to exclude; he did not list the database.
- During employment, at Blizzard’s request, Blackwell provided the database to Blizzard production assistants to schedule auditions; he did not mark it confidential or limit its use.
- After learning Blizzard personnel were using the database to build Blizzard’s internal actor list, Blackwell complained, later resigned, and sued alleging trade secret misappropriation and tort claims premised on Blizzard’s alleged inducement to obtain and use the database.

## Issues

1. Whether Blackwell’s actor-contact database qualified as a protectable trade secret under the California Uniform Trade Secrets Act (CUTSA), including whether Blackwell used reasonable efforts to maintain its secrecy.
2. Whether Blackwell’s promissory fraud and negligent misrepresentation claims were displaced by CUTSA because they were based on the same nucleus of facts as the alleged misappropriation.

## Decision

- The Court of Appeal affirmed summary judgment for Blizzard and the individual defendants.
- The database did not qualify as a trade secret because Blackwell failed, as a matter of law, to take reasonable measures to maintain secrecy.
- Blackwell’s common-law claims for promissory fraud and negligent misrepresentation, to the extent based on alleged misuse of the database, were displaced by CUTSA.

## Legal Principles

- Under CUTSA, a trade secret must (1) derive independent economic value from not being generally known or readily ascertainable and (2) be subject to reasonable efforts, under the circumstances, to maintain secrecy.
- Subjective belief that information is confidential does not establish trade secret status; courts evaluate objective conduct such as use of nondisclosure agreements, confidentiality markings, access limitations, and consistent assertions of proprietary rights.
- Voluntary disclosure of information to business counterparties without confidentiality conditions is strong evidence that reasonable secrecy efforts were not used.
- CUTSA displaces common-law claims that rest on the same operative facts as alleged trade secret misappropriation, even if pleaded under different tort labels; only factually independent claims avoid displacement.

## Conclusion

The court upheld summary judgment because Blackwell did not use reasonable secrecy measures for his contact database and because his fraud and negligent misrepresentation theories were not factually independent from the asserted misuse of the database, placing them within CUTSA’s displacement rule.


Blackwell v. Blizzard Ent. Inc., No. B227249, 2012 Cal. App. Unpub. LEXIS 744 (Cal. Ct. App. 2012)