Legal Question in Business Law in Massachusetts
corporation confidentiality agreement
A person has an idea to cure problem in big industry. Large corporation wants to know what it is. The person hires well known high profile law firm to work out Confidentiality Agreement. Large Corp. signs agreement and gets the idea. Months go by for them to test it. Letters from President of Corp. are sent in the meantime stating they are testing it all kinds of ways and it would take only two weeks to draw up a royalty agreement. Royalty Agreement is drawn up by Corp. but terms are unacceptable. Person goes his own way. Five years later large Corp. makes another offer and again things didn't work out. Corp. now knows how effective the product is and makes competing product for world wide distribution. The person of the idea talks to corp. and everybody seems very nervous about being sued. The employee responsible for the competing product says he is worried about being sued but the President of the Corp. told him because it is made of different particles they can do it and that the person of the idea "is a nice guy and he won't do anything". The question is: can they do this and if not is there any recourse?
2 Answers from Attorneys
Re: corporation confidentiality agreement
If there is a written agreement there can be an action for breach of it.
I am very intrigued by the case you describe. There is a good argument that the idea person has a strong suit against the secrecy violator. Is the idea taker making profits?
People do not like the reality that any kind of litigation involves a great deal of uncertainty. They feel lawyers do not give direct answers to good questions like yours.
You should discuss the facts of your case in more detail with an attorney. You should document your first awareness of the violation of the secrecy and commercial exploitation of the concept. All cases are measured by time limits. I cannot even advise what time deadlines apply to your query except to say - call a lawyer and explore your inquiry.
Best wishes
Charles W. Cobb
(617) 964-7000
Re: corporation confidentiality agreement
Of course there is recourse! This sounds outrageous.
Did you not ask the high-profile law firm who drafted the agreement? Aren't they just champin' at the bit to file suit? Did they fail to properly protect your interests? Was it a patentable idea?
You may contact me directly, preferably by e-mail, with details such as an explanation of your concept and how you know the idea was "stolen", and how the violator says what they're doing differs. Lawyer-client privilege DOES apply even if you don't hire me.
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