The Eleventh Circuit ruled that the functions of a software program for tracking packages were not trade secrets.
Plaintiff Warehouse Solutions Inc. (WSI) is a logistics company. In 1998, the company’s founder developed a software program called Intelligent Audit that interfaces with UPS and FedEx tracking systems.
WSI hired Scott Langley and his company to help sell the program.
Defendant Integrated Logistics LLC (ILL) is also a logistics company. After seeing a demo of Intelligent Audit, ILL hired Langley and began reselling the program under the name “ShipLink,” paying WSI a transaction fee for each parcel audited. However, WSI and ILL never had a written agreement.
WSI’s founder told ILL verbally that the program was “highly confidential and proprietary” and told ILL not to share it with anyone outside of ILL, other than with customers who had signed a confidentiality agreement.
Without WSI’s knowledge, ILL hired a developed to create its own tracking program that was similar to Intelligent Audit. Once this was done, ILL stopped doing business with WSI.
WSI sued ILL, alleging misappropriation of trade secrets, among other causes of action.
A district court granted summary judgement to ILL on the trade secret claims, finding that:
Intelligent Audit was not a trade secret “because the program’s visible output (i.e., interactive screen displays) was readily apparent to users of the software,” and WSI did not make reasonable efforts to maintain the program’s “secrecy.”
The court found that verbal warnings about the confidential nature of the program were not reasonable under the circumstances to keep the program’s output secret, and that there was no evidence that WSI required ILL to sign a confidentiality agreement.
The district court also “drew a distinction between a software program’s underlying source code, which may be a trade secret, and the program’s ‘look and feel’ and ‘functionality,’ which cannot.”
The court of appeals affirmed the lower court’s decision.
A verbal confidentiality agreement is not worth the paper it is (not) printed on. Just because you say something is a trade secret, that does not necessarily make it one.