Former Employees Sued on Noncompetition Agreements

order shortly before sappington moved to rolled alloys. according to thornton, john r. sappington; william with its contractual relationship with sappington and emmer. thus, it is not we nonetheless conclude that these facts do not establish enough. they county and those counties surrounding tulsa county." sappington owed metals such a duty. items in advance"; "[c]ustomer feedback reveals how competitors are pricing their the states of missouri, texas, oklahoma, tennessee, louisiana, alabama, and this claim of contract interference. o-fab order and $31,200 for the claims related to the hughes anderson order. a fully functional rolled alloys office in tulsa. later that same month, he leased southwest stainless' hughes anderson quote and ordered an additional $31,200 texas, oklahoma, tennessee, louisiana, alabama, and florida . . . which of contract they must be clearly ascertainable, in both their nature and origin, and metals was not entitled to damages for general lost profits, it was contradictory were based in tulsa, oklahoma. as a condition precedent to the acquisition argues that this information does not qualify as a trade secret because metals - 3 - agreements, rolled alloys raises two challenges on appeal: (1) that sappington's these issues for clear error. weyerhaeuser co., 510 f.3d at 1260. contrary to private. however, the district court also made factual conclusions showing that southwest stainless, lp, a to correctly arrive at the amount of the damages." hines v. indep. sch. dist. no. constitute clear error." john allan co. v. craig allen co., llc, 540 f.3d 1133, oklahoma has adopted six factors from the restatement of torts to price quotes and fill orders, while "outside" salespeople work directly with and from a preponderance of the evidence that such damages were actually suffered," 3 under oklahoma law, "[i]n order for damages to be recoverable for breach hundreds of thousands of dollars accumulating and maintaining its confidential we agree with rolled alloys that "internally inconsistent findings we first reject rolled alloys' first argument that metals failed to show rolled alloys is correct that the standard for interference with contract or breach and not speculative and contingent." florafax int'l, inc. v. gte mktg. court commonly refer to the southwest stainless business as "metals" or "the rolled alloys received from that sale," rather than what metals might have being generally known to, and not being readily ascertainable by court used improper methods in calculating damages. we address each in turn. however, for the misappropriation of trade secrets claims, it found that phoenix, arizona, for plaintiffs-appellees. free to share that information with rolled alloys. accordingly, critical factors involvement in rolled alloys.8 following claims: (1) breach of the noncompetition agreements against this, the customers' goodwill toward them was a valuable commodity. it is the a district court uses in calculating a damage award . . . is a question of law we southwest stainless, l.p., is a metals manufacturer formed by the merger salesperson later that same day. in metals industry parlance, "inside" salespeople opinion and order, reaching 197 conclusions of fact and 54 conclusions of law. in - 13 - (d.c. no. 4:07-cv-00334-cve-fhm) "[t]he methodology a 2 actually suffered.'" boatsman v. sw. bell yellow pages, inc., 30 p.3d 1174, these gentlemen joined rolled alloys. and i think i would have to make a leap complained-of interference." mac adjustment, inc. v. prop. loss research pricing policies can . . . qualify as trade secrets." black, sivalls & bryson, inc. v. hughes anderson and cust-o-fab orders] were actually suffered." florafax int'l, these damages. - 24 - alloys were liable for tortious interference with contractual relations, and anderson and cust-o-fab are tulsa-area customers, nor that rolled alloys and - 10 - (1) oklahoma law governs the interpretation of the noncompetition agreements,6 siegenthaler and rolled alloys are liable for tortious interference with contract. have identical factual requirements. whether sappington owed metals a fiduciary information via sappington. extinguished. anderson was under no obligation to keep the information confidential. we thus seven-state geographic restriction, the court must limit enforcement to tulsa injunctive relief in cases such as this. see id. we thus discern no abuse of fiduciary duty of loyalty, (5) interference with contractual relations, and (6) employment with rolled alloys and/or conduct caused any of the caused thereby, or which, in the ordinary course of things, would be harm. we disagree. trade secret and reverse its judgment in favor of the plaintiffs on this claim. 1 2 - 14 - sappington and emmer also entered into business." be proved by circumstantial evidence," provided the evidence has "sufficient regarding customers generally. however, we also note that this argument does harm without such relief. specifically, the defendants argue that because metals i business to guard the secrecy of the information; (4) the value of the the outermost boundaries of what it means to "engage in any [competing] 2 business relations is the same: a plaintiff must show that: (1) "[it] had a business individual discloses his trade secret to others who are under no factual support in the record"; we are not "left with a definite and firm conviction metals group completely; it continued to win some business from these customers all but one of the district court's factual conclusions and are not "left with a "noncompetition agreements").2 customers, a fact which complicates any damage estimate." equifax servs., inc., based its award on metals' average profit margin of 40% on cust-o-fab orders. - 23 - employment of the metals group, he would not "engage in any business within qualifies as a trade secret under the oklahoma uniform trade secrets act - 19 - assuming, [wa]s placing an order with the low bidder." finally, the district court metals. we agree that each of these facts weighs in favor of finding a trade we also conclude that there is sufficient record support for the district district court granted partial summary judgment on certain key questions of law: of resignation to metals and started working at rolled alloys as an "outside" australian gold, inc. v. hatfield, 436 f.3d 1228, 1245 (10th cir. 2006) (citing competes in any manner with any business conducted by any constituent calculating the damages awarded for these breaches.9 the district court erred in concluding that metals had prevailed on the broad and a strong showing of abuse must be made to reverse it." id. (quotation orders; that unless the district court identified how sappington and emmer caused sappington's role in the hughes anderson order. we also discern no error in the weyerhaeuser co. v. brantley, 510 f.3d 1256, 1260 (10th cir. 2007) rolled alloys' argument that the district court erred in concluding that price metals' quote before he left; in the decade proceeding sappington's plaintiffs southwest stainless, l.p. or hd supply, inc." and emmer must now abide by their terms for a year from judgment. the record regarding the cust-o-fab order is thinner, but it is not "without oklahoma. having concluded that sappington and emmer served tulsa-area metals compete for their business. rather, it argues that, for the same reasons 4 rolled alloys' remaining arguments address the injunctive relief granted by competitors in the area. when southwest stainless lost business to rolled alloys defendants-appellants. and emmer's breaches did not cause damage to metals, and (2) that the district (10th cir. 2009). "the district court's discretion in this context is necessarily f.3d at 1262 (quotation omitted). although a plaintiff seeking damages must received for the order. however, because rolled alloys won this business to claims arising out of the acquisition agreement, as all its relevant conditions speculation, and the circumstances proved . . . lead to the conclusion with rolled alloys' final argument is that injunctive relief is inappropriate applicable oklahoma law, updated `posted pricing,' which allows the customers to know prices on certain because the district court reached this conclusion in reference to metals' claims legal inference. irreparable harm unless granted injunctive relief. we disagree. has] always been very concerned about pricing. so what he was doing, i'm law, "[a]s to the noncompete provisions' seven-state geographic restriction, the as the supreme court has explained, discretion in the district court's judgment that, having breached the whether metals is entitled to damages on these claims. it acknowledges that, as interest." prairie band potawatomi nation v. wagnon, 476 f.3d 818, 822 (10th and that metals could not prove that rolled alloys caused it to lose these orders requesting it from the customer weighs against it being a trade secret regardless ("outsa"). see okla. stat. tit. 78, � 85 et seq. here, the district court claims. as it openly acknowledges, it incorporates by reference the same contradictory for the district court to conclude that metals failed to show that it inconsistent findings in this case. rolled alloys emphasizes that, at trial, the hughes anderson orders after he left metals for rolled alloys. however, he did defected from one tulsa-area metals business, southwest stainless, to another, are used to restrict access to company information, employees are regularly value of goodwill--as illustrated by metals' difficulty in proving damages--the sappington's noncompetition agreement." there is ample evidence in the record on testimony that the actual metals' quote at issue used a 15% profit margin. contingent" to infer that metals would have won all of the business of rolled - 16 - amoco prod. co. v. lindley, 609 p.2d 733, 743 (okla. 1980)). united states court of appeals see florafax int'l, 933 p.2d at 297. sappington, emmer, siegenthaler, and rolled alloys timely appealed. affirm the district court's assessment of duplicative damages on the basis of personal relationships with many area customers. some years before, southwest similarly, metals put on evidence that it submitted a quote just $856 more (...continued) factual support in the record or if, after reviewing all the evidence, we are left that it is impossible to precisely calculate the amount of damage plaintiff will in fact, the 15% profit margin used is less than metals' historical average profit margin of 20%-25% on hughes anderson orders. using historical average figure for a specific customer is not inconsistent with the district court's findings omitted). rolled alloys openly acknowledges, it only challenges the factual basis for this trial, emmer denied helping prepare quotes for cust-o-fab or any other oklahoma its alleged loss of business to the defendants' actions. exercising jurisdiction - 29 - hughes anderson; and, perhaps most damningly, rolled alloys' bid was just historically, metals had averaged a 40% profit margin on cust-o-fab orders. 13 effort or money expended by the business in developing the because it underbid metals, this method simply awarded damages at the very noncompetition agreement. for the reasons described above, see part ii.a, and extent of the agency relationship rests ordinarily upon the party who asserts these are damages that, "in the ordinary course of things, would be likely to with the breach of contract claims, we review the district court's conclusions on bottom of the range "likely to result" from the breach. see okla. stat. tit. 23, same for the majority of the challenges: "in an appeal from a bench trial, we rolled alloys, inc., also competes in the tulsa metals market. prior to the - 6 - . . . . cannot qualify as [a] trade secret[] . . . ."). when it is incapable of being fully compensated for in damages or where the success on the merits; (2) irreparable harm unless the injunction is issued; (3) the 1 customers. however, faced with documents showing some handwritten figures defendants assert that this 40% figure is inconsistent with other findings - 5 - merits--that is, that metals proved sappington and emmer breached the hughes anderson had at its disposal the "secret" information at issue, and it was black, sivalls & bryson, inc., 584 f.2d at 951. thus, this factor does not 3 otherwise publicly discloses the secret, his property right is emmer caused $180 in damages related to the cust-o-fab order. to calculate the profits lost on the cust-o-fab order, the district court alloys. on friday, march 9, 2007, emmer resigned from the metals group, and device, method, technique or process, that: sappington "must have" worked on the hughes anderson order, damages cannot circumstances to maintain its secrecy. in exemplary damages. in addition, because it found that sappington and emmer - 8 - for the northern district of oklahoma shown actual success on the merits as required for injunctive relief.14 on appeal, rolled alloys raises twelve issues challenging aspects of each suffer." equifax servs., inc. v. hitz, 905 f.2d 1355, 1361 (10th cir. 1990) publish harm. compete under oklahoma law. when john r. sappington and william b. emmer it would have won all of this business. to conclude that it had shown it would claims to be duplicative, and damages of $180 for the claims related to the cust- help determine whether information is a trade secret: (1) the extent defendants. in ordering relief, the court found the actual damages for these sappington and emmer. plaintiffs failed to prove by a the damages, it could not conclude that they had actually caused these damages; agreement, each signed contracts agreeing that, in the event he left the had been satisfied. on the remaining claims, the district court concluded that tortious interference] the $31,200 in profits they had a reasonable assurance of conner & winters, llp, tulsa, oklahoma, with him on the briefs), taft stettinius 14 because of the intangible nature of a trade secret, the extent of the information confidential: employees sign confidentiality agreements, passwords by the district court, it is apparent that not every piece of metals' "confidential" which the method is applied. thus, we only review the figures for clear error. (brackets omitted). under this standard, the district courts' findings are supported having concluded that, as a factual matter, the district court's conclusion individual hughes anderson and cust-o-fab orders. the general profits metals the $180 in damages assessed for the cust-o-fab order was not clearly erroneous. worked with cust-o-fab for ten to fifteen years.11 involved in the business; (3) the extent of measures taken by the against siegenthaler and rolled alloys, on the other hand, is for their interference inconsistent with the conclusion that, with respect to this particular order, metals be awarded unless the district court can conclude "what sappington purportedly tenth circuit judgment in favor of the plaintiffs on the breach of contract, breach of fiduciary realizing on the hughes anderson quote." however, when it entered judgment, it must be made to appear they are the natural and proximate consequence of the duty, and tortious interference with contract relations claims. in addition, we than rolled alloys' quote. this is sufficient for the district court to have regarding metals' profit margins generally. for the reasons discussed above, this noncompetition agreements that purported to restrict their ability to work for breach of fiduciary duty.12 inference." florafax int'l, 933 p.2d at 296 (citations omitted). under these duty is, in part, a question of fact. see enter. mgmt. consultants, inc. v. state ex noncompetition agreements during the initial one year time period, sappington rolled alloys made, but the record contains no evidence that metals metals group." we follow their lead. before kelly, lucero, and hartz, circuit judges. rolled alloys is on stronger footing in its appeal regarding the we discuss the standard of review applicable to the permanent injunction clerk of court because the district court erred in concluding that metals would suffer irreparable obligation to protect the confidentiality of the information, or we need not linger on rolled alloys' argument that the district court erred testified that metals' average profit margin on cust-o-fab orders was 40%. thus, show lost profits with "sufficient certainty that reasonable minds might believe - 9 - long-standing and respected players in the tulsa metals market, and because of not err in concluding that the defendants interfered with metals' contractual shortly thereafter, both sappington and emmer left metals for rolled trade secrets, we look to the record to see whether metals has established that the (2) defendants were entitled to summary judgment as to claims arising out of the was granted an injunction ordering sappington and emmer to abide by the (quotation omitted). in conducting this review, "[w]e view the evidence in the ronald l. siegenthaler, court finding that is permissible in light of the evidence." id. "while we review with cust-o-fab, according to the testimony of a metals employee who had relevant to this appeal. made, both in its statement at trial and in its findings of fact, between general lost that, as a factual matter, metals would have made on the order.10 such are precisely the circumstances at issue here: sappington and emmer were emmer agreed not to "engage in any business within the states of missouri, v. that sappington's and emmer's breaches damaged metals was not clearly of three metals businesses known collectively as the metals group or metals.1 rolled alloys next challenges the district court's conclusion that misappropriation of trade secrets. at issue is whether metals' pricing information "[s]ome customers which regularly place large orders may order using monthly- the breach, the district court erred in concluding that metals would suffer sappington and rolled alloys had willfully and maliciously misappropriated preponderance of the evidence that sappington's and emmer's f.2d at 951 ("[i]nformation which had been published or otherwise disseminated establish that metals takes general measures to keep its company information tenth circuit court. quote for the order, and a metals employee who had worked with emmer sappington, (3) interference with contractual relations against siegenthaler and court with regard to metals' claim of tortious interference with business," rolled for a cust-o-fab order, emmer acknowledged, "[i]t does look like my writing, but review the district court's factual findings for clear error and its legal conclusions the parties also stipulated that siegenthaler entered into a "consulting noncompetition agreements. it then argues that, notwithstanding the merits of - 17 - 5 anderson would have selected this metals quote but for sappington's breach, this opinion to stand for exactly the opposite. because it is so difficult to prove the contradict the district court's finding that rolled alloys actually acquired the supply, inc., a delaware noncompetition agreements, while simultaneously concluding that a florida . . . which competes in any manner with any business conducted by any interfered with metals' business relationship with its customers. metals' claim metals had "submitted a second quote to hughes anderson for $208,900." thus, - 27 - described those figures as "deliberately undercut[ting]" the metals pricing with 1 unpersuaded. of judgment in favor of the defendants on the claim for misappropriation of trade that the district court committed clear error in concluding that sappington caused because it assumes that the same relationship is at issue in both claims. in general principles, we discern no legal error in the methods used by the district call on customers. claimed to have lost were the sum of every order rolled alloys won from the $31,200 in damages based on thornton's testimony that metals' bid of $208,900 claim. thus, there is no relief to be granted on appeal. of the extent of lost profits." florafax int'l, 933 p.2d at 297; see also boatsman, type of injury noncompetition agreements are designed to prevent is suited to this is not to say that breach of contract and breach of fiduciary duty florafax int'l, inc., 933 p.2d at 296, we are guided by the general principle that the district court. it challenges the injunction on two fronts. it first argues that as noted above, the district court also determined that, under oklahoma outsa defines a trade secret as: intentionally or not, the defendants ignore the distinction the district court discussed above, see part ii.a, supra, the district court did not err in assessing supra, the record supports the district court's factual findings regarding compensate the party aggrieved for all the detriment proximately likely than not that metals bid on this order. see florafax int'l, 933 p.2d at 296 would have won the order if it had the lowest bid. for it to then conclude there was irreparable harm. we read the district court's which emmer was intimately familiar. although the record does not show that erroneous, we turn to the question of whether it used proper methodologies in alloys' tulsa-area customers but for sappington and emmer breaching the uses in calculating a damage award, such as determining the proper elements of to which the information is known outside of the business; (2) the contrary, the district court concluded both that "metals does not prevent its emmer prior to his departure also identified his handwriting on the documents. placed great emphasis on the measures that metals takes to keep its pricing justin d. flamm (timothy p. reilly, j. ronald petrikin and jason s. taylor, information. in addition, the court noted that sappington, emmer, and of particular relevance to this appeal are included a 15% profit margin. given that the district court concluded that hughes novo." ftc v. kuykendall, 371 f.3d 745, 763 (10th cir. 2004) (quotation and metals bid on this specific order, undisputed testimony established that metals in awarding damages for the hughes anderson and cust-o-fab orders under these lost general profits to rolled alloys and yet find that it had lost these specific these arguments defeats the district court's findings. a "[c]ausal connection may ii following sappington's and emmer's defections, it sued for breach of these result" from this breach. okla. stat. tit. 23, � 21. in the absence of internal inconsistencies in the district court's findings, we that in its opinion and order preceding judgment, the district court stated, "the worked on, the hughes anderson order at rolled alloys, a direct violation of this is not always the case. with respect to pricing in particular, it found that in addition, the district court determined prior to trial that oklahoma law governs and nonetheless hired sappington and emmer away from metals to work in their it."). however, the defendants do not challenge on appeal the conclusion that dinita l. james (william e. grob, with her on the briefs), ford & harrison, llp, oklahoma law governs. noncompetition agreements--we decline rolled alloys' invitation to opine on value of this goodwill that the noncompetition agreements were designed to (continued...) the defendants argue that the b. emmer; rolled alloys, metals group. more than a year before the events relevant to the case at hand, alloys mere days after sappington defected; sappington acknowledged helping and origin. calculating the damages for these claims. [p]laintiffs are not entitled to general lost profit damages from space for the office, and by february 2007 he was making sales calls. because it urges us to conclude that sappington and emmer did not work 30 p.3d at 1178 (lost profits may be "extrapolate[d]" from business done before party; and (4) the injunction, if issued, will not adversely affect the public likely to result therefrom. no damages can be recovered for a breach measure of damages is so speculative that it would be difficult if not impossible thus, we conclude that the district court did not clearly err in determining that (quotation omitted). "a finding of fact is `clearly erroneous' if it is without its disclosure or use, and "for a party to obtain a permanent injunction, it must prove: (1) actual inc., 933 p.2d at 296. with respect to the hughes anderson order, the district orders placed by two tulsa-area customers, cust-o-fab and hughes anderson. at invoking the federal courts' diversity jurisdiction, southwest stainless sued because not all of metals' company and pricing information qualifies as the amount of a damage award for clear error, the methodology a district court metals to lose the hughes anderson order and emmer caused metals to lose the this diversity case requires us to address the contours of covenants not to have won some of this business is not contradictory. thus, this argument does hughes anderson had selected thornton's quote, metals would have made district court determined that under oklahoma law, the agreements were only the events in question, and (3) defendants were entitled to summary judgment as v. heim, 941 p.2d 978, 984 (n.m. ct. app. 1997). success on the merits. under the noncompetition agreements, sappington and profit margins is another acceptable methodology for calculating lost profits. whether sappington was liable for tortious interference with business relations or weigh against concluding that the hughes anderson quote was a trade secret: the surrounding tulsa county." but rolled alloys does not dispute that hughes after trial, southwest stainless succeeded on a handful of these claims and of fact. b. is the subject of efforts that are reasonable under the refer to all four defendants. b the metals industry and, in particular, opening a rolled alloys office in tulsa. in for the district court's conclusions regarding sappington's breach of the c rogers, wagoner, okmulgee, creek, pawnee, osage and washington counties, rolled alloys proximately caused metals to lose the hughes anderson and cust- rolled alloys, they took with them years of expertise in the metals industry and sappington's breach caused $31,200 in damages arising from the hughes de novo."7 - 21 - regarding the damages awarded for breach of the noncompetition evaluating a specific claim, however: merely by being employed in tulsa while serving only customers outside or contractual right that was interfered with"; (2) "the interference was malicious alloys. this evidence permitted the district court to conclude that it was more enforceable as to competition within "tulsa county and those counties we need not address the merits of rolled alloys' argument that sappington recall helping owen thornton, a salesperson at metals, price a hughes anderson relations with sappington and emmer. of faith there." similarly, in its findings of fact, the district court concluded: light most favorable to the district court's ruling and must uphold any district - 18 - acquisition agreement, (3) interference with business relations, (4) breach of this is not to say that the customers stopped doing business with the claiming outsa protection to show the existence of the trade secret. australian court's finding of liability against siegenthaler and rolled alloys on this claim. secrets. metals disclosed the quote to hughes anderson and openly admits that hughes 1 proper means by, other persons who can obtain economic value from of whether this is how rolled alloys actually acquired the information. see placed orders with the metals group.4 on these orders, rolled alloys then argues that they did not breach the contract products"; and "metals does not prevent its customers and vendors from a thread common to many of the issues rolled alloys raises on appeal is inconsistent with the district court's conclusion that "[e]ven when metals in arguing against the methodology used by the district court, the (okla. 1973). the district court did not merely speculate that sappington caused similarly, sappington never acknowledged at trial that he worked on property right therein is defined by the extent to which the owner of rolled alloys argues that it was contradictory to thereafter conclude that metals' claim against sappington and emmer for interference, it alleged that they definite and firm conviction that a mistake has been made." id. at 1262. conclude that the record shows a "sufficient certainty that reasonable minds might after a three-day bench trial, the district court issued a fifty-six page by the record. reasonable certainty and probability." martin v. stratton, 515 p.2d 1366, 1371 - 22 - be based on mere speculation, conjecture and surmise alone, the mere uncertainty - 11 - not fully compensate a plaintiff is when the business at issue "is based on information constitutes a trade secret. see black, sivalls & bryson, inc., 584 october 2006, he entered into a business relationship with rolled alloys to open rolled alloys. on all other claims, the court entered judgment in favor of the concluded that a specific piece of information, the hughes anderson quote, was a conclusion and adopts the same argument it makes in challenging the factual basis customers also served by metals--actions plainly prohibited by the both competed for customers and worked together on sales in which metals indeed, sappington himself testified, "[gustafson april 12, 2007--the same week sappington started work at rolled personal contacts and a knowledge of the special needs and requirements of the noncompetition agreements. the defendants were aware of these agreements iii o-fab orders to rolled alloys. see part ii.a, supra. thus, the district court did from those sought" by metals for breach of contract. see united phosphorus, trade secret misappropriated by sappington and rolled alloys. rolled alloys had been in breach of the noncompetition agreements since leaving metals, it industry. during this period, he operated a consulting company, myriad the noncompetition agreements, thus "[a]s to the noncompete provisions' the district court entered judgment in favor of sappington and emmer on this ("[f]or the recovery of lost profits [a plaintiff must show by] a preponderance of district court's conclusion that these damages were not "separate and distinct filed the award or the proper scope of recovery, is a question of law we review de sappington breached a fiduciary duty he owed to metals is not persuasive. as (the "employment agreements").3 emmer himself identified figures in his handwriting on the rolled alloys - 28 - arguing that "[t]his is precisely the same standard articulated by the district rolled alloys also argues here that this specific conclusion is internally genuine issues of material fact existed for trial. the parties agreed on a pretrial breached his fiduciary duty of loyalty to metals, whether siegenthaler and rolled amended complaint, southwest stainless alleged: (1) breach of the rolled alloys won business from tulsa-area customers who had, in the past, misapprehends the district court's basis for finding in favor of the plaintiffs on review de novo." kuykendall, 371 f.3d at 763 (quotation omitted). under the in its reminded of the confidential nature of company information, and metals has spent information, including a formula, pattern, compilation, program, cust-o-fab order. it makes three interrelated arguments on this front: that it was contradictory for the district court to decide that it was "speculative and after emmer and sappington began working in rolled alloys' tulsa office, court must limit enforcement to tulsa county and those counties surrounding discussed above, metals failed to show that sappington and emmer worked on 10 threatened injury outweighs the harm that the injunction may cause the opposing what showing is "sufficient" can depend on the amount at stake, cf. manouchehri 1177 (okla. civ. app. 2001) (quoting florafax int'l, inc., 933 p.2d at 296) these orders. because we reject this assertion, see part ii.a, supra, metals has information; and (6) the ease or difficulty with which the information gold, inc., 436 f.3d at 1245. we see no such evidence in the record. to the a. derives independent economic value, actual or potential, from not delaware limited partnership; and hd - 26 - of contract, which are not clearly ascertainable in both their nature the breach). this 40% figure was based on the recent history of metals' business 4 50, 380 p.2d 943, 946 (okla. 1963). one such situation in which damages may rolled alloys also attacks the district court's factual conclusions regarding despite the merger and subsequent acquisition, the parties and the district employment agreements, as these agreements expired by their own terms prior to secrets. that claim but for the plaintiffs on this claim. the defendants' argument submitted a lower bid . . . that did not guarantee business." as discussed above, metals undisputedly had contractual relationships with sappington and emmer: rel. okla. tax comm'n, 768 p.2d 359, 362 (okla. 1988) ("the law does not 3 2 probative force to constitute the basis for a legal inference, rather than mere anderson order. for about three years after the acquisition, siegenthaler consulted for the departure, metals had lost just one hughes anderson order to rolled alloys; extent to which the information is known by employees and others profits and profits lost on specific orders. we conclude that it was not cir. 2007). when a district court grants a permanent injunction, we review that of $208,900. thornton submitted the resulting quote to hughes anderson, but on its order entering judgment, the court found in favor of plaintiffs as to the preponderance of the evidence showed that their breaches led metals to lose the that it was entitled to damages for all business won by rolled alloys, it is not - 4 - that rolled alloys could properly acquire the hughes anderson quote by a district court may find irreparable harm "based upon evidence suggesting metals to lose the order; rather it concluded that he must have caused metals to the documents reflect that cust-o-fab placed a $449 order with rolled alloys. for the foregoing reasons, we affirm the district court's entry of - 15 - information to the business and to competitors; (5) the amount of the noncompetition agreements also covered the first three years is not liable for tortious interference with business relations. we acknowledge 11 after sappington and emmer departed. d not have an office in the area. in the 1990s, the metals group and rolled alloys anderson from disseminating the information, and rolled alloys could properly (applying title 23, � 21 to lost profits). while the amount of lost profits "may not appeals, arguing that even on these claims, southwest stainless failed to connect rolled alloys, siegenthaler, sappington, and emmer on june 14, 2007.5 noncompetition agreements and employment agreements, (2) breach of the sufficient if the evidence shows the extent of damage by just and reasonable affirm the entry of injunctive relief. we reverse and remand for entry owners were sappington, emmer, and ronald l. siegenthaler. all three men as to the exact amount of damages will not preclude the right of recovery. it is for simplicity's sake, we will use "rolled alloys" or "the defendants" to - 25 - alloys' tulsa office. a month later, on april 9, sappington submitted his letter ltd. v. midland fumigant, inc., 205 f.3d 1219, 1235 (10th cir. 2000). thus, we not address the methodology used, but rather the factual basis for the figures to events at issue in this case, however, it sold products to tulsa customers but did with a definite and firm conviction that a mistake has been made." id. at 1262 - 12 - that a mistake has been made" in determining that emmer's breach of the still conducted some business with the tulsa-area customers at issue after general lost profits. the claimed lost profits are based on sales that could be properly acquired or duplicated by others. alloys--hughes anderson placed the order with rolled alloys for $208,044. if did" and "how the $31,200 in damages had purportedly resulted." neither of contradictory to reach opposite conclusions with respect to these claims. misappropriation of trade secrets. in an opinion and order prior to trial, the id. � 86(4). as a general matter, "[c]onfidential data regarding operating and lucero, circuit judge. identified the factual basis for the profit margin used in its damages calculation agreements to remain with the company for three years following the acquisition sappington and emmer joined rolled alloys, metals was not suffering irreparable noncompetition agreements for a year following judgment. rolled alloys - 20 - decision for abuse of discretion. ftc v. accusearch inc., 570 f.3d 1187, 1201 need not be proven with absolute certainty: `in essence, what a plaintiff must 6 agreement" at the time, but the record does not reflect its contents and it is not september 21, 2009 and wrongful, and that such interference was neither justified, privileged nor keystone steel fabrication, inc., 584 f.2d 946, 952 (10th cir. 1978). in rolled alloys argues that even if the record supports the conclusion that court stated, "[the plaintiffs] want me to infer that all the damages from the the lose the order. the evidence cited above is plainly sufficient to support this inc., a michigan corporation; and erroneous. tulsa county." 9 sappington caused $31,200 in damages related to the hughes anderson order and corporation of the metals group" for a period of one year. prior to trial, the regarding the hughes anderson order, the district court assessed the the "track record" of a business "clearly [i]s appropriate to consider on the issue secret. following the closing date of the sale, but that period is not at issue in this case. ruckelshaus v. monsanto co., 467 u.s. 986, 1002 (1984) (citations omitted). okla. stat. tit. 23, � 21 (footnote omitted); see also florafax int'l, 933 p.2d at 296 bureau, 595 p.2d 427, 428 (okla. 1979). rolled alloys' argument fails, however, rolled alloys assertions, however, we discern "factual support in the record" for alloys asserts that the district court could not logically find for the defendants on united states court of appeals 905 f.2d at 1361 (quotation and citation omitted). as found by the district court, brackets omitted). the parties do not challenge the district court's decision that we decide that � 21. thus, we conclude that the district court used acceptable methods in the evidence that such damages were actually suffered."). that same witness sappington and emmer, (2) breach of fiduciary duty of loyalty against 1139 (10th cir. 2008). we do not agree that the district court made such not been breached. - 7 - concluded that metals would have won the order but for sappington's breach are all the profits that rolled alloys made from the tulsa customers since unless it proved that it would have otherwise won the orders. we are sappington was very friendly with rich gustafson, a purchasing contact at the secret protects his interest from disclosure to others. . . . if an oklahoma, which competes in any manner with any business conducted by supporting this conclusion: hughes anderson placed the order with rolled no. 08-5127 i have no recollection of that at all." a metals employee who had worked with acquire the information simply by requesting it from hughes anderson.13 excusable"; and (3) "damage was proximately sustained as a result of the constituent corporation of the metals group" for a period of one year (the address both. [c]ourt finds, therefore, that plaintiffs are entitled to recover from sappington [for year . . . from directly or indirectly . . . engaging in any business within tulsa, and every entry of judgment and the ordered relief. our standard of review is the 7 although the district court did not identify these factors specifically, it argument it made regarding breach of contract for these claims. for the reasons $31,200 in profit. not provide a basis for concluding that the district court's findings were clearly show for the recovery of lost profits is sufficient certainty that reasonable minds disclosed this information to its customers without reservation. we agree. tulsa office. further, sappington's and emmer's departures from metals for might believe from a preponderance of the evidence that such damages were ordered injunctive relief "permanently restrain[ing them] for a period of one (1) on the following monday he started working as an "inside" salesperson in rolled plaintiffs-appellees, customers and vendors from disclosing pricing information to others" and that corporation, bid was known outside of metals, metals took no measures to prevent hughes - 2 - $856 less than that of metals. agreements and a number of related claims. elisabeth a. shumaker conclude that the district court erred in determining that the quote constituted a when the metals group was acquired by hd supply, inc., in 1997, among its both orders, or only the cust-o-fab order. out of an abundance of caution, we in part ii.d, infra. noncompetition agreements and reverse damages for misappropriation of trade would have made these profits had the noncompetition agreements under 28 u.s.c. � 1291, we affirm the damages and injunction arising from the siegenthaler believed pricing information to be a trade secret during their time at order identifying twelve contested issues of law and fifty-seven contested issues sixteen tulsa-area customers also served by metals. in rejecting metals' claim 8 it is unclear whether rolled alloys challenges the methodology used for stainless had been involved in a merger, and sappington and emmer had signed believe from a preponderance of the evidence that [the damages awarded for the protect, and the incalculable damage to that goodwill can constitute irreparable court concluded that "sappington must have disclosed, or directly or indirectly presume an agency status is present. the burden of proving the existence, nature rolled alloys further argues that because the district court concluded that bid on at least 75% of the orders cust-o-fab eventually placed with rolled district court erred because it multiplied this margin by "the amount of revenue res., inc., 933 p.2d 282, 296 (okla. 1997). however, "[a] claim for lost profits for general lost profits, the district court merely concluded that it had not proven however, he stopped consulting for metals and took a hiatus from the metals served as a middleman for rolled alloys' products. hughes anderson quote in particular was protected. the burden is upon the party method of calculating the damage is plainly proper: it simply awarded the profits disclosing pricing information to others." thus, regardless of the measures noted & hollister llp, cincinnati, ohio, for defendants-appellants. the measure of [contract] damages . . . is the amount which will (quotation and alterations omitted). oklahoma describes an injury as "irreparable noncompetition agreement led to $180 in damages. see weyerhaeuser co., 510 12 appeal from the united states district court technologies. however, by 2006, siegenthaler began to contemplate returning to sappington instructed him to lower the price on certain items, resulting in a quote rolled alloys, and (4) misappropriation of trade secrets against sappington and