## Facts

- James Dicks and Condotel Properties, Inc. owned the Lodge at Mount Snow, which depended heavily on repeat business from senior-citizen bus tour groups in non-winter months.
- The bus tour lodging market was competitive, and customer identities could be developed from widely available sources.
- In 1991, the Lodge hired Cary and Brenda Jensen to manage the property and run marketing for bus tours; there was no written employment, confidentiality, noncompetition, or nonsolicitation agreement.
- The Jensens handled advertising and customer solicitation using mass mailings followed by direct outreach; bookings typically required substantial lead time.
- Customer tour names were displayed on a reservation board visible to employees and visitors, and the customers (bus companies/organizers) were generally known in the trade.
- In 1997, the Jensens left and opened a competing inn; they informed and solicited the Lodge’s regular bus-tour customers.
- Many customers who had reservations with the Lodge canceled and booked tours with the Jensens’ new inn.

## Issues

1. Whether the Lodge’s bus-tour customer information constituted a “trade secret” under the Vermont Trade Secrets Act, making the Jensens’ post-employment solicitation a misappropriation.
2. Whether the Jensens’ post-employment solicitation and competition supported liability for breach of fiduciary duty, breach of the implied covenant of good faith and fair dealing, or tortious interference with business relations.

## Decision

- The Vermont Supreme Court affirmed summary judgment for the Jensens on all claims.
- The court held the customer information was not a trade secret because it was readily ascertainable and the Lodge failed to take reasonable measures to keep it secret.
- The court held that, absent trade-secret protection or restrictive covenants, the Jensens were generally free to compete and solicit customers after leaving employment.
- The court found no basis for fiduciary-duty liability, implied-covenant liability, or tortious-interference liability on the record.

## Legal Principles

- Under the Vermont Trade Secrets Act, information is a trade secret only if it (1) has independent economic value from not being generally known or readily ascertainable by proper means and (2) is subject to reasonable secrecy measures by its owner.
- Customer lists are not automatically trade secrets; protection depends on non-ascertainability and reasonable steps to maintain secrecy (e.g., restricted access or confidentiality agreements).
- Investment of time and effort in developing customers does not substitute for reasonable secrecy measures required for trade-secret status.
- Absent misuse of trade secrets or other wrongful conduct, former employees may compete with a former employer and solicit customers after the employment ends.
- Competition is not “improper” interference; tortious interference requires improper means or an improper motive independent of lawful competition.

## Conclusion

The court upheld summary judgment because the Lodge’s bus-tour customer information was not protected as a trade secret due to its ready availability and the Lodge’s failure to protect it, and because the Jensens’ post-employment solicitation and competition, without a restrictive agreement or independently wrongful conduct, did not support fiduciary-duty, implied-covenant, or tortious-interference liability.


Dicks v. Jensen, 768 A.2d 1279 (Vt. 2001)