## Facts

- Roger Burten and Allen Coleman, independent inventors, developed an electronic board game called “Triumph.”
- They submitted Triumph to Milton Bradley seeking a license or sale.
- Milton Bradley required inventors to sign a standardized “Disclosure Record” form as a condition of review.
- The form stated the submission was voluntary, no relationship was implied by review, Milton Bradley had no obligation to accept the product, and the inventors retained patent rights; it also permitted Milton Bradley to copy submitted materials for its records.
- Milton Bradley rejected Triumph; plaintiffs modified the game and resubmitted it under another signed Disclosure Record, and it was again rejected.
- About a year later, Milton Bradley marketed “Dark Tower,” another electronic board game that plaintiffs alleged had significant structural and design similarities to Triumph.
- Plaintiffs sued for breach of contract and trade-secret misappropriation under common law and Massachusetts statutory law; a fraud theory was withdrawn.
- A jury found for plaintiffs on trade-secret misappropriation, but the district court entered judgment notwithstanding the verdict (JNOV) for Milton Bradley, treating the Disclosure Record as dispositive against any confidential relationship.

## Issues

1. Whether the Disclosure Record was so clear and comprehensive that it barred, as a matter of law, any confidential relationship necessary for trade-secret misappropriation liability.
2. Whether the evidence permitted a reasonable jury to find (a) an implied confidential relationship arising from the submission circumstances and (b) misappropriation through Milton Bradley’s development of Dark Tower.

## Decision

- The First Circuit reversed the JNOV and remanded with instructions to reinstate the jury’s verdict for plaintiffs on trade-secret misappropriation.
- The court held the Disclosure Record did not, as a matter of law, preclude the existence of a confidential relationship.
- The court concluded the contract language was at least reasonably susceptible to an interpretation that it addressed patent/licensing and acceptance obligations rather than waiving trade-secret confidentiality.
- Viewing the record in the light most favorable to the verdict, the court found sufficient evidence for the jury to infer both access to plaintiffs’ materials and actionable use reflected in the alleged similarities between Triumph and Dark Tower.
- The district court erred by treating the form as legally conclusive and by effectively reweighing evidence that was for the jury.

## Legal Principles

- Trade-secret misappropriation may be based on an implied confidential relationship arising from the circumstances of disclosure, not solely from an express confidentiality contract.
- Standardized, drafter-prepared submission forms that do not clearly address trade-secret confidentiality will not automatically foreclose misappropriation claims as a matter of law.
- Ambiguity in a standardized agreement, particularly one drafted by the party seeking to avoid liability, generally creates a fact question regarding the parties’ intent and is construed against the drafter.
- JNOV is improper where, taking the evidence and reasonable inferences in favor of the verdict, a reasonable jury could find the elements of misappropriation.

## Conclusion

The court held that Milton Bradley’s idea-submission form did not conclusively eliminate the possibility of an implied confidential relationship and that the jury could reasonably find trade-secret misappropriation; the JNOV was reversed and the plaintiffs’ verdict reinstated.


Burten v. Milton Bradley Co., 763 F.2d 461 (1st Cir. 1985)