Breach of an employment contract; Nondisparagement & noncompetition clauses; Tortious interference with a business expectancy; Dalley v Dykema Gossett; The Uniform Trade Secrets Act; Misappropriation of a “trade secret”; MCL 445.1902(d); “Improper means” (MCL 445.1902(a)-(b)); “Theft”; Handling & retention of confidential information; Disclosure or use of the trade secret; Unjust enrichment; Opportunity to amend the pleadings; Futility; Unclean hands; Procedural due process right to be heard; Deciding a summary disposition motion without conducting a hearing; Distinguishing Al-Maliki v LaGrant

The court held that defendant was properly granted summary disposition of plaintiff-former employer’s unjust enrichment claim. But it also held that the trial court erred in granting defendant summary disposition of the breach of contract, misappropriation of a trade secret, and tortious interference with a business expectancy claims. Plaintiff “stated claims of breach of contract and misappropriation of a trade secret.” While it did not state a claim for tortious interference with a business expectancy, the court directed that it “be allowed to amend its complaint to cure the deficiencies in the pleadings” as to its breach of contract claim based on alleged violation of “the contract’s nondisparagement clause and the deficiencies in its tortious interference with a business expectancy claim.” But plaintiff was not entitled to relief on the ground the trial court did not conduct a hearing on defendant’s summary disposition motion. Plaintiff asserted defendant breached the parties’ employment contract “by improperly retaining and using a trade secret after” he left plaintiff’s employ. It first argued the trial court erred in granting him summary disposition of all the claims asserted in its original complaint. The court held that plaintiff successfully pled a breach of contract claim where it alleged that by not complying with its “requests to turn over the confidential information and materials regarding the data transfer process created and possessed by defendant,” he breached his contractual duties. But as to the tortious interference claim, among other things, “plaintiff did not identify a relationship with any particular business partner or a particular expectancy that was terminated” or successfully plead the damages element. As to its misappropriation of a trade secret claims, plaintiff stated a claim “based on the acquisition of a trade secret through breach of a duty to maintain secrecy.” But defendant was properly granted summary disposition of the unjust enrichment claim based on “the existence of a binding contract.” As to plaintiff’s first amended complaint, the court held that defendant was improperly granted summary disposition of the breach of contract claims related to the confidentiality and noncompetition provisions. And, in addition to again stating a claim for misappropriation of a trade secret via improper acquisition, plaintiff stated a claim for misappropriation “through the disclosure or use of a trade secret.” Affirmed in part, reversed in part, and remanded.