Attorney-at-Law

“DO YOU WANT TO KNOW A SECRET?”

In Uncategorized on 05/01/2014 at 14:47

No, not a reprise of the late Sir George Harrison’s 1963 classic performance from the Beatles’ “Please Please Me” album. No, this is the further interface between Judge Laro and Jeffrey J. Manquen & Camille A. Manquen, Docket No. 26666-12, filed 5/1/14.

Remember Jeff and Cam? No? Then check out my blogpost “Taking The Fifth”, 4/22/14, wherein Jeff and Cam show their prowess as immunologists, dodging embarrassing answers by taking the Fifth aforesaid.

Once again Judge Laro encounters dodging from Jeff and Cam, this time to do with trade secrets. Jeff and Cam are pizzaristi, running a couple of Little Caesar franchises. So IRS wants all the books, papers, pictures, descriptions, accounts, manuals and cheatsheets the Little Caesar folks give to the favored applicants for their pizza-centered beneficence. Like what Jeff and Cam have.

Jeff and Cam claim disclosure will void their franchise agreement, which has a strict non-disclosure provision. And that’s true, because I’ve read and reviewed such agreements. But the Little Caesar guys can take care of themselves.

Judge Laro: “In their motion for a protective order, petitioners also seek protection for IP belonging to Little Caesar. Petitioners allege that disclosure of Little Caesar’s IP will put them in breach of their non-disclosure agreement with Little Caesar, which could cause them to lose their Little Caesar franchises. … Little Caesar moved for a protective order seeking protection of its own IP. Therefore, we do not address in this order whether a protective order over Little Caesar’s IP is appropriate. Accordingly, we do not address in this order respondent’s motion to compel production of documents that are responsive to request nos. 31 and 32, as these requests pertain to Little Caesar’s IP.” Order, at p. 2, footnote 2.

Still, Jeff and Cam claim they have their own trade secrets. And they can’t tell Judge Laro what they are.

“The underlying premise of petitioners’ argument is that it is impossible to describe their purported trade secret in any detail without completely disclosing the trade secret itself. This premise is contrary to common sense and one which we do not accept. The Court does not ask petitioners to expose their purported trade secret. Rather, because the Court can not grant a protective order until petitioners establish that a trade secret exists, the Court only requires petitioners to describe their IP in sufficient detail for the Court to make such a determination.” Order, at p. 4.

After all, the Courts must not only do justice, but show the public that justice is being done. The people have the right to know. That’s part of the First Amendment penumbra.

I’ll spare you the cynical comments, as you can easily find those elsewhere on the Internet, at least for now. Remember, this is a non-political blog.

Now the best Jeff and Cam can do to describe their trade secret is that it is a “…method and process for utilizing and applying the principles of psychology, neuro-linguistic programming, the powers of positive thinking and creative visualization to various business practices and problems, that produce a significant change in the ‘commitment’, ‘public persona’ and ‘inter-personal skills’ of the staff of the Petitioners’ LC [(Little Caesar)] stores which is reflected and expressed in the ‘condition’ of Petitioners’ LC stores, the ‘experience’ of the customers who visit Petitioners’ LC stores, and the ‘motivation’ of these customers to increase the frequency of their visits to Petitioners’ LC stores.” Order, at pp. 5-6.

Neuro-linguistics aside, the Little Caesar people say in their request for trade secret protection for their IP: “As we understand it, the Petitioners’ theory is that their trade secret consists of running their Little Caesar franchise in some way that is different from what has been prescribed by the franchisor [Little Caesar]. While this would be a default under the franchise agreement and would not be permitted, our understanding is that the Petitioners employ ordinary, routine practices such as engaging customers in conversation, engaging in community activities, and the like, but try to call that a trade secret in order to evade paying taxes on the income produced by their franchises. These are obvious business practices that are fully known to the public, and cannot possibly qualify as trade secrets. * * *.” Order, at p. 6.

Obvious business practices to try to call something a “trade secret” that evades paying taxes? Well, it’s been tried often enough.

Trade secrets are generally (love that word) information not generally known to the public or to others who can obtain economic value therefrom, and that were reasonably protected from disclosure by the holders thereof. And inadvertent disclosure must cause such holders verifiable economic harm.

That’s not what Jeff and Cam have. Being nice to customers and participating in local events are the basics of any business, especially one that deals with the dining public.

No protective order.

Leave a Reply

Please log in using one of these methods to post your comment:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Google photo

You are commenting using your Google account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s

This site uses Akismet to reduce spam. Learn how your comment data is processed.

%d bloggers like this: