## Facts

- A poultry business sold fresh chickens from refrigerated vans operating on defined routes and sectors.
- Barry Fowler worked as sales manager and helped implement the route-based sales system; van salesmen learned customer names/addresses, routes, purchasing patterns, and customer-specific pricing.
- Fowler left and formed a competing van-based chicken business in the same area; several former employees left to join him.
- The employment contracts contained no express post-termination restrictive covenants and no express confidentiality clauses.
- The employer alleged the former employees used and disclosed “sales information” (customer identities, routes, requirements, and prices) to compete, breaching implied contractual duties and constituting an unlawful conspiracy.
- Fowler brought a cross-claim for unpaid commissions; the employer counterclaimed based on alleged misuse of confidential information.

## Issues

1. In the absence of express post-termination restraints, what implied contractual duties restrict an ex-employee’s use or disclosure of information learned during employment?
2. Whether the “sales information” (customers, routes, requirements, and pricing) constituted “trade secrets” protected after employment ended.
3. Whether coordinated competitive conduct using such information amounted to an actionable conspiracy to injure the former employer.

## Decision

- The Court of Appeal dismissed the employer’s appeal and upheld judgment for the defendants.
- An implied duty of fidelity restrains misuse or disclosure of confidential information during employment, but post-employment restraint by implied term extends only to information properly classified as a trade secret.
- The “sales information” and pricing data were not trade secrets; absent express contractual restrictions, former employees were free to use that information after leaving.
- Because there was no underlying unlawful act (no misuse of protectable trade secrets and no breach of enforceable duty post-termination), the conspiracy claim failed.
- The outcome on Fowler’s unpaid commission claim was maintained.

## Legal Principles

- During employment, employees owe an implied duty of good faith and fidelity that prohibits misuse or disclosure of confidential information obtained through the job.
- After employment ends, an implied restriction persists only for “trade secrets” (information of a sufficiently high degree of confidentiality); there is no implied post-termination bar on using lesser confidential information.
- Employee-acquired information is commonly analyzed in three categories:
  - General skill and knowledge: always usable after departure.
  - Confidential information short of a trade secret: protected (if at all) only during employment absent express terms.
  - Trade secrets/highly confidential information: protected both during and after employment by implied term.
- Whether information is a trade secret depends on contextual factors, including the employee’s role, the character and sensitivity of the information, the employer’s steps to preserve secrecy, and whether the protected material can be separated from what the employee may freely use.

## Conclusion

The court held that, without express contractual restraints, ex-employees may compete using ordinary customer and pricing knowledge gained at work, because the implied post-employment duty of confidence protects only trade secrets, not general or lower-order confidential sales information.


Faccenda Chicken Ltd. v. Fowler, [1987] Ch. 117 (Eng. C.A. 1987)