## Facts

- Stenstrom Petroleum Services Group, Inc. acquired Precision Petroleum, Inc. and hired Robert Mesch on June 18, 2003.
- As a condition of employment, Mesch signed a restrictive covenant (noncompete) and a confidentiality agreement.
- Mesch worked as an estimator and project manager, with responsibilities involving pricing, bidding, and customer contact.
- Before the acquisition, Mesch created an Excel-based bidding spreadsheet and later modified it for use in Stenstrom’s estimating work.
- The spreadsheet combined generally available industry inputs (e.g., supplier pricing and standard materials) with company-specific items (e.g., discount levels and preferred profit margins).
- After about three years, Mesch resigned and took a similar estimating position with Precision Petroleum Installation, Inc., a competitor.
- Mesch continued using a modified version of his spreadsheet at his new employer and testified he could recreate the tool in less than three days using information available from industry sources.
- Stenstrom sued alleging breach of the noncompete, misappropriation under the Illinois Trade Secrets Act, and breach of fiduciary duty, and sought injunctive relief and damages.
- The trial court issued a preliminary injunction enforcing the noncompete, but denied injunctive relief on the trade-secret and fiduciary-duty claims; both sides appealed different aspects of the ruling.

## Issues

1. Whether the employee noncompete was enforceable (including consideration and reasonableness of scope) so as to support a preliminary injunction.
2. Whether the trial court erred in selecting the commencement date and duration of the preliminary injunction enforcing the noncompete.
3. Whether the bidding spreadsheet qualified as a trade secret under the Illinois Trade Secrets Act for purposes of preliminary injunctive relief.
4. Whether Mesch’s conduct supported injunctive relief for breach of fiduciary duty.

## Decision

- The appellate court affirmed the trial court’s order in all respects.
- The noncompete was enforceable and the trial court did not abuse its discretion in granting a preliminary injunction to enforce it.
- The trial court’s chosen commencement date and duration for the preliminary injunction were within its equitable discretion.
- Stenstrom did not establish entitlement to a preliminary injunction on its trade-secret claim because it failed to show the spreadsheet was a protectable trade secret on the record presented.
- The denial of injunctive relief on the fiduciary-duty claim was affirmed because the evidence did not justify additional equitable restraints beyond the noncompete.

## Legal Principles

- A restrictive covenant ancillary to employment is enforceable only if supported by adequate consideration, protects a legitimate business interest, and is reasonable in duration, geography, and activity restrictions.
- Preliminary injunctive relief requires a sufficient showing (including likelihood of success and irreparable harm), and trial courts have discretion to craft the timing and duration of equitable relief absent an abuse of discretion.
- Under the Illinois Trade Secrets Act, a trade secret must (1) derive economic value from not being generally known or readily ascertainable by proper means and (2) be subject to reasonable efforts to maintain secrecy.
- Information that is readily obtainable from industry sources, or a tool that can be quickly recreated by a skilled employee using publicly available inputs, weighs against trade-secret status, even if it took time to develop.
- Ordinary employees may prepare to compete and may depart with general skills and knowledge; absent proof of protected secrecy or other disqualifying conduct, courts may refuse to impose fiduciary-duty-based injunctions.

## Conclusion

The appellate court left in place a preliminary injunction enforcing a reasonably limited, supported noncompete, while affirming denial of additional injunctions because the employer did not show that the estimating spreadsheet was a statutory trade secret or that the record supported separate fiduciary-duty injunctive relief.


Stenstrom Petroleum Servs. Grp., Inc. v. Mesch, 374 Ill. App. 3d 625, 872 N.E.2d 595 (Ill. App. Ct. 2d Dist. 2007)