## Facts

- Polaris explored switching from disposable to returnable shipping containers for its vehicles.
- ConFold, a new company, worked (with CAPS Logistics) on a reverse-logistics analysis of Polaris’s shipping and returns needs.
- The parties signed a ConFold-drafted “Mutual Non-Disclosure Agreement—Logistics Consulting Version” (NDA).
- The NDA limited confidentiality to proprietary information “relating to the program” and contained an integration clause making it the entire agreement on exchanging proprietary information relating to that program.
- About two months later, Polaris issued a request for proposals (RFP) for a returnable-container design to nine firms, including ConFold, stating ConFold’s design would be “one of nine considered.”
- Polaris did not accept any submitted proposal at that time.
- Years later, Polaris developed its own returnable-container design and provided it to a third-party manufacturer for production.
- ConFold alleged Polaris’s later design was based on ConFold’s RFP submission and that Polaris breached the NDA by disclosing ConFold’s design to the manufacturer.
- ConFold sued for breach of contract (NDA) and unjust enrichment; the district court granted summary judgment to Polaris on both claims.

## Issues

1. Whether the NDA’s confidentiality obligations extended beyond the reverse-logistics “program” to cover ConFold’s later container design proposal submitted in response to the RFP.
2. Whether any arguable ambiguity about the NDA’s scope required a trial, or could be resolved on summary judgment using undisputed extrinsic evidence.
3. Whether ConFold could recover for unjust enrichment based on Polaris’s alleged use of the design in the absence of contractual protection for the proposal.

## Decision

- The Seventh Circuit affirmed summary judgment for Polaris on both claims.
- The court held the NDA’s scope was confined to the reverse-logistics analysis “program,” not later container design proposals.
- The court concluded that, even assuming minimal ambiguity, the undisputed extrinsic evidence supported only Polaris’s reading, making summary judgment appropriate.
- The court rejected unjust enrichment because ConFold submitted a proposal in a competitive RFP without obtaining design-specific confidentiality or payment terms.

## Legal Principles

- A nondisclosure agreement limited to information “relating to” a defined program does not extend to later, distinct transactions absent express language.
- Contract interpretation may be resolved on summary judgment where the material extrinsic evidence is undisputed and points to only one reasonable meaning.
- Courts will not supply missing confidentiality, exclusivity, or compensation terms for bid proposals when the parties did not bargain for them.
- Quasi-contract remedies such as unjust enrichment generally are unavailable when the claimed benefit arises from voluntary participation in a competitive procurement process without protective terms.

## Conclusion

The court treated the NDA as a narrow consulting-related confidentiality agreement tied to a specific reverse-logistics program and held it did not protect ConFold’s later design bid; because the evidence supported only that interpretation and ConFold sought no separate protections for its proposal, Polaris was entitled to summary judgment on breach of contract and unjust enrichment.


ConFold Pac., Inc. v. Polaris Indus., Inc., 433 F.3d 952 (7th Cir. 2006)