## Facts

- MicroStrategy developed and sold business-intelligence software and related services in the high-end market segment.
- Business Objects competed directly with MicroStrategy in the same market.
- MicroStrategy sued Business Objects for patent infringement and later added business-tort claims, including misappropriation of trade secrets tied to Business Objects’ hiring of MicroStrategy employees.
- The trade-secret claim proceeded to a bench trial under the Virginia Uniform Trade Secrets Act (VUTSA).
- MicroStrategy alleged Business Objects obtained confidential documents through former MicroStrategy employees and through solicitation of current MicroStrategy employees bound by nondisclosure agreements.
- The information at issue included:
  - A “competitive playbook,” an internal document describing MicroStrategy’s detailed competitive strategy against Business Objects, with restricted internal distribution.
  - A “highlights circular,” an internal document summarizing upcoming product-release features, not marked confidential and lacking technical specifications.
- MicroStrategy sought injunctive and monetary relief, including an order barring Business Objects from using the documents.

## Issues

1. Whether the competitive playbook and highlights circular qualified as “trade secrets” under VUTSA.
2. Whether Business Objects misappropriated any trade secret by acquiring or using documents obtained through breaches of confidentiality duties.
3. What remedies (injunctive and/or monetary) were appropriate given the evidence of value, harm, and risk of continued use.

## Decision

- The court found the competitive playbook was a VUTSA trade secret.
- The court found Business Objects misappropriated the playbook by obtaining it through employees acting with knowledge of MicroStrategy confidentiality obligations.
- The court granted injunctive relief directed at preventing further use of the playbook and awarded related monetary relief.
- The court found the highlights circular was not a trade secret and denied trade-secret remedies as to that document.

## Legal Principles

- Information is a trade secret under VUTSA only if it derives independent economic value from not being generally known or readily ascertainable and is subject to reasonable secrecy measures.
- Reasonable secrecy measures are assessed by concrete practices (e.g., limited distribution, confidentiality controls, and agreements), not by asserted importance alone.
- Misappropriation includes acquiring, disclosing, or using a trade secret while knowing (or having reason to know) it was obtained through improper means such as breach of a confidentiality duty.
- Injunctive relief under VUTSA requires a showing of misappropriation and a sufficient basis to conclude future or continued misuse is likely; relief should be tailored to the proven trade secret and misconduct.
- A document’s lack of confidentiality indicia and weak proof of competitive value or economic advantage can defeat trade-secret status and corresponding remedies.

## Conclusion

The court held that a tightly controlled, highly detailed competitive strategy playbook met VUTSA’s trade-secret definition and was misappropriated through knowing solicitation and acquisition in breach of confidentiality duties, warranting targeted injunctive and monetary relief; a nonconfidential, marketing-oriented highlights circular did not qualify as a trade secret and received no trade-secret remedy.


MicroStrategy, Inc. v. Bus. Objects, S.A., 331 F. Supp. 2d 396 (E.D. Va. 2004)