4th Circuit provides lesson on drafting employment agreements

The U.S. 4th Circuit Court of Appeals (which covers Maryland, North Carolina, South Carolina, Virginia, and West Virginia) recently issued a published decision on an employer’s second appeal of a judgment in favor of its former employee on claims of breaching an employment agreement and misappropriating trade secrets under the Maryland Uniform Trade Secrets Act (MUTSA). The court’s ruling offers insights on correctly drafting employment contracts.

Facts

Accounting software company AirFacts, Inc., hired Diego de Amezaga in 2008 and eventually promoted him to director of product development. His duties included handling client relationships as well as developing new products. At the start, he signed an employment agreement including an acknowledgement that he would return all documents containing confidential information and was barred from disclosing them.

De Amezaga resigned in 2015. Before leaving, however, he sent documents about a new product to his personal e-mail account because he said AirFacts had told him there may be questions about his work.

After leaving, de Amezaga used his credentials to download flowcharts he had created from a document storage system used by AirFacts. He then submitted them in support of his job application with a company that was neither a customer nor a competitor of his former employer. The now-former employee claimed the information was needed to help the prospective employer understand the work he had done in his previous job.