The Northern District of Illinois held on November 7 that the Illinois Trade Secrets Act (ITSA) preempted the common law claims of misappropriation of confidential information, unfair competition, and unjust enrichment. The court additionally noted that such claims are preempted even if the information in question would not qualify as trade secrets under the Act.
Defendant Keywell Metals, LLC (“Keywell Metals”) acquired the assets of Keywell, LLC (“Keywell”). Prior to the sale, Keywell had approached Plaintiff Cronimet Holdings Inc. (“Cronimet”) with Cronimet as a potential purchaser of Keywell. Keywell and Cronimet entered into a Non-Disclosure Agreement (“NDA”), terms of which restricted Cronimet from hiring any Keywell employees it met during the negotiations for a period of 24 months.
Cronimet initiated this action against Keywell Metals, seeking a declaratory relief against enforcement of the employment restrictions and arguing that the acquisition extinguished the terms of the NDA. Keywell Metals responded with ten counterclaims including violation of the ITSA, misappropriation of confidential information, unfair competition and unjust enrichment. Cronimet moved for dismissal of the common law claims, arguing that the claims were preempted by the ITSA. Keywell Metals contended that the ITSA’s preemption provision is inapplicable since the confidential information at issue does not rise to the level of a statutory trade secret. After reviewing its case law, the Court decided that common law claims that are “dependent on the existence of confidential information” are preempted by ITSA, even if such information does not meet the statutory definition of a trade secret.