Breach of a confidentiality agreement; Elements of breach of contract; Miller-Davis Co. v. Ahrens Constr., Inc.; Nominal damages; Kolton v. Nassar; Vandenberg v. Slagh; 4041-40 W. Maple Condo Ass’n v. Countrywide Home Loans, Inc.; Spousal privilege; MCL 600.2162; Freedom to contract; Wilkie v. Auto-Owners Ins. Co.; Attorney fees; Hackel v. Macomb Cnty. Comm’n; Attorney fees provided for by contract; Fleet Bus. Credit, LLC v. Krapohl Ford Lincoln Mercury Co.; Zeeland Farm Servs., Inc. v. JBL Enters., Inc.; Reasonableness; Smith v. Khouri; Pirgu v. United Servs. Auto Ass’n; Attorney fee billing; McNeel v. Farm Bureau Gen. Ins. Co. of MI; Attard v. Citizens Ins. Co. of Am.; Teran v. Rittley

The court held that the trial court did not err by entering a judgment for plaintiff-former employer and awarding nominal damages because defendant-former employee breached the parties’ confidentiality agreement by disclosing confidential information to his wife. It also held that the trial court did not abuse its discretion by awarding plaintiff attorney fees. Plaintiff sued defendant, claiming he breached their confidentiality agreement by sending confidential information to his own personal computer. An email he sent to his wife also contained “details of a sprinkler assembly manufacturing process.” The trial court found he breached the agreement and ruled in favor of plaintiff, including a significant award of attorney fees. On appeal, the court rejected his argument that plaintiff did not prove it sustained any damages as a result of the disclosure, and that “it is against public policy for a disclosure to a spouse to constitute a breach” of a confidentiality agreement. “Although spousal privilege bars a husband or wife from testifying against his or her spouse without that spouse’s consent,” he did not “cite any legal basis for why that spousal privilege should be extended here.” In addition, the contractual language at issue “unambiguously prohibited disclosure of any confidential information to any other person,” and there was no “basis for concluding that such a contractual provision violates Michigan law or public policy.” The court also rejected his claim that the trial court should have adjusted the attorney fee award downward, and that it inconsistently applied its own methodology when reviewing plaintiff’s attorney’s billing statements. “The trial court ultimately concluded that there was no justification for a downward adjustment of reasonable attorney fees” plaintiff incurred, which was “within the range of reasonable and principled outcomes, and therefore not an abuse of discretion.” Further, defendant failed to “identify or explain the methodology he believes the trial court used, or how the billing entries identified were analyzed using a second, unexplained methodology.” Affirmed.