## Facts

- Lyn-Flex West, Inc. (Lyn-Flex) manufactured shoe insoles and, over many years, compiled a “Detailed Price and Specifications Book” (price book).
- The price book was a compilation of confidential customer sales records used by Lyn-Flex employees in daily operations and business decision-making.
- For each customer, the price book contained customer identity, detailed product specifications and dimensions, materials, pricing, and customer-specific notes and codes.
- Lyn-Flex treated the price book as confidential in practice: access was limited to employees with a business need to use it; it was kept in an office area that was locked at night; and older copies were shredded rather than discarded.
- Lyn-Flex did not label the price book “confidential” and did not require employees to sign written confidentiality or noncompete agreements.
- Wayne Dieckhaus, Dick Dieckhaus, and George Convy were Lyn-Flex officers who left the company and formed Walk Easy Manufacturing Co., Inc. (Walk Easy), a direct competitor.
- Shortly before departing, Dick Dieckhaus asked a Lyn-Flex employee to print a new price book for him.
- A Lyn-Flex employee later testified she saw a Lyn-Flex price book in Dick Dieckhaus’s office at Walk Easy and observed him using it at times.
- Law enforcement later recovered a Lyn-Flex price book from Walk Easy’s premises.
- After Walk Easy began operating, it sold identical products to many of Lyn-Flex’s former customers, often using Lyn-Flex’s product codes and charging slightly lower prices.
- Lyn-Flex sued Walk Easy and the former officers for (1) misappropriation of trade secrets under Missouri’s Uniform Trade Secrets Act (MUTSA), (2) tortious interference with business expectancy, and (3) civil conspiracy.
- At the close of Lyn-Flex’s evidence, the trial court granted defendants a directed verdict, reasoning that Lyn-Flex had not shown the price book was a trade secret because it lacked certain common secrecy measures (such as confidentiality markings and written confidentiality/noncompete agreements).

## Issues

1. Whether Lyn-Flex presented sufficient evidence for a jury to find the price book was a trade secret under MUTSA, including whether it had independent economic value from secrecy and was subject to reasonable secrecy efforts.
2. Whether Lyn-Flex presented sufficient evidence for a jury to find defendants misappropriated the price book (acquisition and/or use by improper means).
3. Whether Lyn-Flex presented sufficient evidence to submit to the jury a claim for tortious interference with business expectancy based on defendants’ alleged use of the price book to solicit Lyn-Flex customers.
4. Whether Lyn-Flex presented sufficient evidence to submit to the jury a claim for civil conspiracy among the individual defendants and Walk Easy.
5. Whether, under the directed-verdict standard, these claims should have been submitted to the jury.

## Decision

- The Missouri Court of Appeals reversed the directed verdict and remanded for further proceedings.
- The court held that, viewing the evidence and inferences in Lyn-Flex’s favor, reasonable jurors could find the price book was a trade secret and that defendants misappropriated it.
- The court further held the same evidence permitted jury findings on tortious interference with business expectancy and on civil conspiracy.

## Legal Principles

- A directed verdict is proper only when the facts and reasonable inferences are so strongly against the plaintiff that reasonable minds could not differ; appellate review views the evidence in the light most favorable to the plaintiff and disregards contrary evidence and inferences.
- Under MUTSA, a “trade secret” includes a compilation that (1) derives actual or potential independent economic value from not being generally known or readily ascertainable by proper means, and (2) is the subject of reasonable efforts to maintain its secrecy.
- “Reasonable efforts” to keep information secret are fact-dependent and do not require every commonly used protection (such as confidentiality stamps or written confidentiality/noncompete agreements) if other measures show the owner treated the information as confidential.
- A long-developed customer compilation containing identities, pricing history, technical specifications, dimensions, and customer-specific codes/notes may qualify as a trade secret when it gives a competitor a shortcut to meet customer requirements and price competitively.
- Misappropriation may be shown by circumstantial evidence of improper acquisition and use, including evidence a departing executive requested a fresh copy of the compilation, possessed it at a competitor’s facility, referred to it, and the competitor quickly served the same customers with comparable products and pricing patterns consistent with use of the confidential compilation.
- Tortious interference with business expectancy may be submitted to the jury where the plaintiff shows a reasonable expectancy of ongoing customer business, the defendant’s knowledge, intentional interference, lack of justification (including use of wrongful means such as misappropriated confidential information), and resulting damage.
- Civil conspiracy requires evidence of an agreement or “meeting of the minds” to accomplish an unlawful objective or to use unlawful means; it is dependent on an underlying wrongful act and may be proven by inferences from coordinated conduct.

## Conclusion

The Court of Appeals held that Lyn-Flex presented enough evidence for a jury to decide whether its price book was a MUTSA-protected trade secret and whether defendants took and used it to gain business from Lyn-Flex customers, and therefore the trial court erred by removing the trade-secret, interference, and conspiracy claims from the jury through a directed verdict.


Lyn-Flex West, Inc. v. Dieckhaus, 24 S.W.3d 693 (1999)