## Facts

- Penalty Kick Management Ltd. (PKM) developed “Magic Windows,” a beverage-label concept using a coded message inside a container label readable only after emptying the container through a colored filter on the opposite side.
- In November 1995, PKM’s representatives demonstrated Magic Windows to Coca-Cola and stated the information was confidential; Coca-Cola treated it as confidential.
- In February 1996, the parties executed a non-disclosure agreement (NDA) covering confidential information exchanged about Magic Windows, with exceptions for information that was public or already in Coca-Cola’s possession at the time of disclosure.
- Coca-Cola declined an exclusivity arrangement and later ran an Argentina label promotion that PKM alleged used Magic Windows.
- Coca-Cola contended the Argentina promotion was developed independently through a third-party vendor (ITW) and drew from public information, existing patents, and other prior sources available to Coca-Cola.
- PKM sued in federal court in Georgia alleging trade secret misappropriation under the Georgia Trade Secrets Act (GTSA), breach of the NDA, and related tort and quasi-contract claims.

## Issues

1. Whether Coca-Cola misappropriated PKM’s Magic Windows trade secrets in violation of the GTSA.
2. Whether Coca-Cola breached the NDA by using or disclosing PKM’s confidential information.
3. Whether the GTSA superseded PKM’s common-law and restitutionary claims based on the same alleged misuse of confidential information.

## Decision

- The Eleventh Circuit affirmed summary judgment for Coca-Cola on all claims.
- The court accepted that Magic Windows could qualify as a trade secret but held PKM failed to produce evidence creating a genuine dispute that Coca-Cola used PKM’s trade secret, as opposed to independently developed or publicly available concepts.
- The court held PKM did not show a breach of the NDA because the allegedly used information fell within NDA carve-outs (public domain or already in Coca-Cola’s possession/obtained from other sources).
- The court held the GTSA superseded PKM’s conversion, breach of confidential relationship/duty of good faith, unjust enrichment, and quantum meruit claims insofar as they were based on the same conduct alleged as trade secret misuse.

## Legal Principles

- Under the GTSA, misappropriation requires proof of acquisition, disclosure, or use of a trade secret by improper means or in breach of a duty to maintain secrecy; similarity alone is insufficient without evidence of use.
- Independent development and reliance on public information or pre-existing technology can defeat a trade secret misappropriation claim.
- An NDA’s exceptions for information that is public or already possessed by the recipient can bar contract liability where the claimed “confidential” elements fall within those exceptions.
- The GTSA supersedes conflicting tort and restitutionary remedies to the extent they are based on the same factual allegations as the trade secret misappropriation claim.

## Conclusion

The court affirmed summary judgment for Coca-Cola because PKM did not raise a triable issue that Coca-Cola used PKM’s trade secret or breached the NDA, and the GTSA displaced PKM’s remaining non-contract claims based on the same alleged misuse of confidential information.


Penalty Kick Mgmt. Ltd. v. Coca-Cola Co., 318 F.3d 1284 (11th Cir. 2003)