## Facts

- Fred Siegel Co., L.P.A. was a Cleveland law firm that employed Karen Bauernschmidt as an associate.
- Bauernschmidt worked on matters for the firm’s clients and did not bring an independent client base to the firm.
- After leaving Siegel to join Arter & Hadden, Bauernschmidt contacted and solicited clients with whom she had worked while at Siegel.
- Siegel sued Bauernschmidt and Arter & Hadden for tortious interference with contract and misappropriation of trade secrets, alleging misuse of a confidential client list.
- The parties disputed whether the client list was kept confidential, whether it had public components, and whether Bauernschmidt used the firm’s list or independently recreated contact information.

## Issues

1. Whether summary judgment was proper on the tortious interference claim, particularly as to whether defendants’ solicitation constituted “lack of justification” (improper interference) and whether any competition privilege applied.
2. Whether summary judgment was proper on the trade secret misappropriation claim where the firm asserted its client list was a protected trade secret and defendants disputed secrecy and use.

## Decision

- The Ohio Supreme Court affirmed the appellate court’s reversal of summary judgment for defendants and remanded for further proceedings.
- On tortious interference, the court held that the “lack of justification” element requires proof the interference was improper and that the record contained genuine factual disputes on impropriety and any privilege defenses.
- The court adopted Restatement (Second) of Torts § 767 factors for evaluating whether interference is improper.
- The court adopted Restatement (Second) of Torts § 768, holding that the privilege of fair competition can defeat a tortious interference claim involving a contract terminable at will, but its applicability here depended on disputed facts.
- On trade secrets, the court held that a client list may qualify as a trade secret if it is not generally known and the owner took reasonable steps to maintain secrecy; whether the list qualified and whether it was misappropriated were fact questions that could not be resolved on summary judgment.

## Legal Principles

- Tortious interference with contract requires: (1) a contract, (2) defendant’s knowledge, (3) intentional procurement of breach, (4) lack of justification, and (5) damages.
- “Lack of justification” in tortious interference requires proof the interference was improper; impropriety is assessed contextually using Restatement (Second) of Torts § 767 factors, including the nature of conduct, motive, affected interests, and party relations.
- The privilege of fair competition under Restatement (Second) of Torts § 768 may defeat tortious interference claims where the underlying contract is terminable at will.
- A client list can be a trade secret if it is not published or generally known and the owner took reasonable precautions to preserve secrecy; trade secret status is generally a question of fact.
- Summary judgment is inappropriate where genuine disputes of material fact exist on impropriety, privilege defenses, trade secret status, or misappropriation.

## Conclusion

The court held that disputed facts prevented summary judgment on both tortious interference and trade secret misappropriation claims, adopted Restatement standards for determining improper interference and fair-competition privilege, and confirmed that client lists may be trade secrets when reasonable secrecy measures are shown.


Fred Siegel Co., L.P.A. v. Arter & Hadden, 85 Ohio St. 3d 171, 707 N.E.2d 853 (Ohio 1999)