## Facts

- Margaret J. Miller operated an income-tax preparation business and employed William E. Hehlen as a tax return preparer for five tax seasons (1997–2001).
- The parties executed a form employment agreement at the beginning of each tax season, supplied as part of Miller’s prior franchise relationship with H&R Block.
- Miller maintained a database of client information, including customer data sheets used in the tax-preparation business.
- While employed, Hehlen created and maintained his own customer list using information from the customer data sheets, kept on his home computer; after Miller instructed him not to take data sheets home, he recorded client names from receipts he was permitted to keep and later entered the names into his spreadsheet.
- In 2001, after H&R Block terminated Miller’s franchise, she continued operating under a different business name.
- After Hehlen’s employment ended, a pay dispute arose; Miller provided Hehlen with a customer list that was substantially the same as the list he had compiled.
- Hehlen later worked at another H&R Block office and contacted customers from the list; Miller alleged he solicited her former clients and made disparaging statements about her.
- Miller sent a cease-and-desist letter and sued Hehlen (and his spouse) asserting contract, implied covenant, trade secret/misappropriation, conversion, tortious interference, and defamation claims.
- The superior court granted summary judgment for the defendants on all claims and awarded attorney’s fees to Hehlen under A.R.S. § 12-341.01(A).

## Issues

1. Whether Hehlen’s post-employment possession and use of client information supported claims for conversion and misappropriation of trade secrets or confidential business information.
2. Whether Miller could enforce any employment-agreement provisions to bar Hehlen’s post-employment solicitation or competition, or support a claim for breach of the implied covenant of good faith and fair dealing.
3. Whether the evidence created a triable issue that Hehlen tortiously interfered with Miller’s business expectancies or defamed her through false statements of fact to third parties.
4. Whether attorney’s fees were properly awarded to Hehlen as the successful party in an action arising out of contract under A.R.S. § 12-341.01(A).

## Decision

- The Court of Appeals affirmed summary judgment for the defendants on all claims.
- The court held Miller failed to raise a genuine issue of material fact that the client list was converted property or a protectable trade secret under the circumstances.
- The court concluded the record did not show an enforceable contractual restriction barring Hehlen’s post-employment conduct or a breach of the implied covenant.
- The court held Miller’s tortious interference and defamation claims lacked sufficient admissible evidence to proceed to trial.
- The court affirmed the attorney’s fee award to Hehlen under A.R.S. § 12-341.01(A), finding no abuse of discretion.

## Legal Principles

- Summary judgment is appropriate when no genuine issue of material fact exists and the moving party is entitled to judgment as a matter of law; evidence and reasonable inferences are viewed in favor of the nonmovant.
- Conversion requires a wrongful exercise of dominion or control over another’s personal property inconsistent with the owner’s rights; possession and use of business information is not conversion absent wrongful control over property belonging exclusively to the plaintiff.
- Trade secret protection requires information that has independent economic value from not being generally known and is subject to reasonable efforts to maintain secrecy; voluntary disclosure and the defendant’s role in creating the information weigh against protection.
- Absent a valid and enforceable restrictive covenant or misappropriation of protected trade secrets, a former employee may compete and use general knowledge, skill, and experience, including customer familiarity.
- Tortious interference requires proof of a valid business expectancy, the defendant’s knowledge, intentional and improper interference causing termination or impairment, and resulting damages; lawful competition, without independently wrongful conduct, is insufficient.
- Defamation requires an actionable false statement of fact published to a third party with resulting harm; failure to identify admissible evidence of specific false statements warrants summary judgment.
- A.R.S. § 12-341.01(A) permits discretionary attorney’s fees to the successful party in an action arising out of contract; appellate review is for abuse of discretion.

## Conclusion

The court affirmed judgment for the former employee because the client list was not shown to be wrongfully taken or protected as a trade secret given the employee’s role in compiling it and the employer’s later disclosure, and because the record did not support enforceable contractual restraints, improper interference beyond competition, or actionable defamatory statements; attorney’s fees were properly awarded to the prevailing defendants.


Miller v. Hehlen, 209 Ariz. 462, 104 P.3d 193 (Ct. App. 2005)