What is a trade secret and can I protect it?
A business lawyer is often asked if the client has a trade secret that can be protected. The issue often arises in the context of an employee leaving a job and working for a competitor. Generally speaking, the Uniform Trade Secret Act states that a trade secret derives its value from not being readily ascertainable. This means that if the information can be ultimately discerned by others—whether through independent investigation, accidental discovery, or reverse engineering—does not make it unprotectable. Instead, the court must look at whether the duplication of the information would require a substantial investment of time, effort, and energy.
United States Court of Appeals
FOR THE EIGHTH CIRCUIT
AvidAir Helicopter Supply, Inc.,
Plaintiff – Appellant,
Defendant – Appellee.
Submitted: September 20, 2011
Filed: December 13, 2011
Before MELLOY, SMITH, and BENTON, Circuit Judges.
MELLOY, Circuit Judge.
This appeal comes to us from two consolidated suits brought under the
Uniform Trade Secrets Acts of Indiana and Missouri. Both suits involve information
about the repair and overhaul of helicopter engines published by Appellee Rolls-
Royce Corp. Rolls-Royce sought damages and injunctive relief for alleged trade
secret violations. Appellant AvidAir Helicopter Supply Inc. sought a declaration that
the information in question was not protected by trade secret law. AvidAir also
alleged that Rolls-Royce had violated antitrust laws and tortiously interfered with its
business interest. In multiple summary judgment rulings below, the district court1
held in favor of Rolls-Royce by finding that some, though not all, of the information
in question was a protected trade secret. The court ruled against AvidAir on its
antitrust and tortious interference claims. A jury later awarded Rolls-Royce $350,000
in actual damages, and the court issued a permanent injunction requiring AvidAir to
return the protected documents to Rolls-Royce. AvidAir appeals the rulings. For the
reasons stated below, we affirm.
Rolls-Royce Corp. develops and produces the Model 250 engine used in
civilian and military helicopters. Before 1994, Rolls-Royce’s predecessor, Allison
Engine Co., did not exert tight control over access to the technical information
required in the repair and overhaul market for these engines. This led to the
development of third-party overhaul shops. AvidAir is a Missouri company that
entered the repair and overhaul market in 1994. AvidAir’s business focuses on the
overhaul of compressor cases, one of three modules in the Model 250 engine.
Federal regulations require that an overhauled engine be certified for return to
service. In order to certify the return to service for a Model 250 engine, an overhaul
shop must follow a procedure that has been approved by the Federal Aviation
Administration (FAA). The approved overhaul procedure for the Model 250 requires,
inter alia, details about processes, procedures, techniques and material specifications
contained in Distributor Overhaul Information Letters (DOILs) issued first by
Allison, and later by Rolls-Royce.2 DOIL 24 related specifically to the compressor
1The Honorable Ortrie D. Smith, United States District Judge for the Western
District of Missouri.
2The parties occasionally refer to the letters as OILs, or AMC-OILs. Following
the district court, we will refer to the documents as DOILs for the sake of clarity.
case, and like the other DOILs, it was periodically updated through numbered
revisions. Because Allison had not restricted the redistribution of earlier revisions,
AvidAir was able to acquire DOIL 24, Revisions 1 through 7 from various sources
sometime in the 1990s.
In 1994, Allison began to restructure its approach to the overhaul of Model 250
engines. Allison appointed twenty-five Authorized Maintenance Centers (AMCs) to
whom it would exclusively issue technical information (such as DOILs and other
overhaul manuals). Allison executed agreements with each AMC that specified the
proprietary nature of this technical information, prohibited the AMCs from
disseminating this information, and required the AMCs to return all proprietary
documents at the end of their relationship. Allison also began including a proprietary
rights legend on the front page of its DOILs. All of the documents at issue on appeal
contain this rights legend.
Rolls-Royce, plc. acquired Allison in 1995 and eventually changed its name
in 2002 to Rolls-Royce Corp. Rolls-Royce issued a cease and desist letter to AvidAir
in 2002, demanding it stop using DOIL 24 in its overhaul of Model 250 engines. In
2003, the FAA responded to a Rolls-Royce complaint by inspecting AvidAir’s
overhaul process. The FAA found that AvidAir was not following the latest approved
overhaul instructions contained in DOIL 24, Revision 13. Because AvidAir was not
an AMC, it had never been authorized to receive a copy of the latest DOIL. After the
FAA inspection, AvidAir eventually obtained a copy of DOIL 24, Revision 13
without Rolls-Royce’s permission. Though there is a dispute about the extent to
which AvidAir changed its overhaul procedure after obtaining Revision 13, AvidAir
admits that it made adjustments for new measurements contained within Revision 13,
and it certified to the FAA that it was in compliance with the document. AvidAir also
obtained copies of other DOILs, though not all are at issue in this appeal.3
On September 29, 2006, AvidAir filed suit in the Western District of Missouri
seeking a declaration that Rolls-Royce’s DOILs were not trade secrets and alleging
that Rolls-Royce violated antitrust laws and tortiously interfered with its business.
According to AvidAir, DOIL 24 Revision 13 was substantially the same as earlier,
publicly available revisions. On October 2, 2006, Rolls-Royce filed its own suit
against AvidAir in the Southern District of Indiana for trade-secret violations under
the Lanham Act. In 2007, both cases were consolidated and eventually transferred
to the Western District of Missouri. The issues were bifurcated, and both parties filed
for partial summary judgment as to the trade-secret status of DOIL 24. This issue was
submitted to a magistrate judge for determination. 4 On April 7, 2009, the magistrate
judge issued a report and recommendation that the district court grant summary
judgment in favor of Rolls-Royce as to DOIL 24, Revision 13 (finding it was a
protected trade secret) but grant AvidAir summary judgment on Revisions 1–10
(finding they were not trade secrets). On June 23, 2009, the district court adopted
the report in full.5
3The district court’s misappropriation orders involved DOIL 24, Revisions 12
and 13; DOIL 3, Revision 16, and DOIL 8; Revision 6. The court’s injunction order
applied to these four DOILs, as well as BookFax 97-AMC-059, which was a notice
of a change to DOIL 24, Revision 12 that became part of DOIL 24, Revision 13.
Rolls-Royce withdrew its claims on all other DOILs.
4The Honorable William A. Knox, United States Magistrate Judge for the
Western District of Missouri.
5The district court also adopted the report’s finding that it should deny
AvidAir’s motion for summary judgment with respect to Revisions 11 and 12.
Though the record supported a finding that Revision 12 was a trade secret, Rolls-
Royce had not yet asked for summary judgment on that issue. On September 28,
2009, the court granted summary judgment in favor of Rolls-Royce as to Revision 12.
On June 20, 2009, AvidAir acquired a full technical library from Precision Air
Power, which was a branch of a Rolls-Royce AMC. Relying on this acquisition,
AvidAir filed a motion to reconsider the district court’s Order of June 23, 2009 and
a motion for leave to amend the complaint. AvidAir argued that its purchase of
Precision’s library demonstrated AMCs were not restricted from distributing
information pertaining to the Model 250 engine and that the information was
therefore in the public domain. The court found that the proprietary-rights legends
on the documents, as well as Rolls-Royce’s AMC Agreement (under which Precision
was prohibited from disclosing confidential materials) contradicted this argument.
The district court concluded that the time for amending the pleadings was long
passed, and on September 23, 2009, it denied AvidAir’s motion in full.
Both parties again filed motions for summary judgment, and the district court
granted motions in favor of Rolls-Royce on AvidAir’s antitrust claim, AvidAir’s
tortious interference claim, and Rolls-Royce’s trade secret claims involving DOIL 3
and DOIL 8. The issue of damages was submitted to a jury, which awarded Rolls-
Royce $350,000 in actual damages. After the jury award, the district court granted
in part Rolls-Royce’s Motion for Permanent Injunction. Pursuant to the injunction,
AvidAir is required to return all of Rolls-Royce’s trade secrets, but AvidAir is not
prevented from continuing to operate in the Model 250 overhaul market according
to procedures developed from publicly available knowledge.
AvidAir appeals the court’s rulings.
AvidAir presents many issues on appeal, though the principal issue before us
is whether the district court erred in granting Rolls-Royce summary judgment on its
trade secret claims. We review grants of summary judgment de novo, applying the
same standard as the district court. Strategic Directions Grp., Inc. v. Bristol-Myers
Squibb Co., 293 F.3d 1062, 1064 (8th Cir. 2002). Summary judgment is appropriate
when there is no genuine issue of material fact and the moving party is entitled to
judgment as a matter of law. Id.
Though the existence of a trade secret is a fact-intensive inquiry, it is ultimately
a question of law determined by the court. Steve Silveus Ins., Inc. v. Goshert, 873
N.E.2d 165, 179 (Ind. Ct. App. 2007); Lyn-Flex West, Inc. v. Dieckhaus, 24 S.W.3d
693, 698 (Mo. Ct. App. 1999). Under the Uniform Trade Secrets Act (UTSA), which
has been adopted by both Indiana and Missouri,6 a trade secret is:
information, including a formula, pattern, compilation, program, device,
method, technique, or process, that: (1) derives independent economic
value, actual or potential, from not being generally known to, and not
being readily ascertainable by proper means by, other persons who can
obtain economic value from its disclosure or use; and (2) is the subject
of efforts that are reasonable under the circumstances to maintain its
Ind. Code § 24-2-3-2; see also Mo. Rev. Stat. § 417.453(4).
6The present appeal is a consolidation of two cases filed in Indiana and
Missouri. The district court determined that because both states had adopted the
UTSA, and because both states approved of reliance on decisions from other UTSA
jurisdictions, it was unnecessary to determine which state’s law governed the
existence of a trade secret and looked to case law from both states. The parties do not
contest this conclusion, and we will follow the same approach.
The district court found the DOILs were 7 compilations of publicly available
information and new proprietary information. Compilations are specifically
contemplated in the UTSA definition of a trade secret, and the fact that some or even
most of the information was publicly available is not dispositive of the first factor in
the UTSA definition. Compilations of non-secret and secret information can be
valuable so long as the combination affords a competitive advantage and is not
readily ascertainable. See Amoco Prod. Co. v. Laird, 622 N.E.2d 912, 919–20 (Ind.
1993). Compilations are valuable, not because of the quantum of secret information,
but because the expenditure of time, effort, and expense involved in its compilation
gives a business a competitive advantage. Id.; N. Elec. Co. v. Torma, 819 N.E.2d
417, 426 (Ind. Ct. App. 2004); Lyn-Flex West, 24 S.W.3d at 699. This value is not
dependent on how much of the information is otherwise unavailable because “the
effort of compiling useful information is, of itself, entitled to protection even if the
information is otherwise generally known.” Torma, 819 N.E.2d at 426; see also
Penalty Kick Mgmt. Ltd. v. Coca Cola Co., 318 F.3d 1284, 1291 (11th Cir. 2003)
(“[E]ven if all of the information is publicly available, a unique combination of that
information, which adds value to the information, also may qualify as a trade
secret.”). But see Nationwide Mut. Ins. Co. v. Mortensen, 606 F.3d 22, 29 (2d Cir.
2010) (denying trade secret protection for information that had merely changed in
form but not substance).
7The Report and Recommendation of April 7, 2009 and the district court Order
of June 23, 2009, both focus exclusively on DOIL 24. The district court later used
the DOIL 24 analysis as a “framework” for resolving the trade secret status of DOIL
3, Revision 16; DOIL 8, Revision 6; and the BookFax. See Order of September 9,
2009 at *4. Though the record is more developed for DOIL 24 than the other
documents, AvidAir did not challenge the district court’s use of this framework for
analysis. Instead, AvidAir maintains the same argument for all of the
documents—that the changes were too small to be valuable, and that the documents
were not protected by confidentiality agreements. We will therefore consider the
analysis as it applies to all of the documents, even though much of the record
specifically refers to DOIL 24.
AvidAir argues that the DOILs cannot provide independent economic value
because there is only a trivial amount of information that was not readily
ascertainable from prior revisions. Such a trivial amount of information, AvidAir
contends, offers no engineering advances from previous revisions. As the above-cited
cases demonstrate, though, existence of a trade secret is determined by the value of
a secret, not the merit of its technical improvements. Unlike patent law, which
predicates protection on novelty and nonobviousness, trade secret laws are meant to
govern commercial ethics. See Kewanee Oil Co. v. Bicron Corp., 416 U.S. 470,
489–90 (1974) (noting this as the reason why trade secret protection is weaker than
patent protection); Water Servs., Inc. v. Tesco Chems., Inc., 410 F.2d 163, 172 (5th
Cir. 1969) (“‘[Trade Secret] protection is not based on a policy of rewarding or
otherwise encouraging the development of secret processes or devices. The protection
is merely against breach of faith and reprehensible means of learning another’s secret.
For this limited protection it is not appropriate to require also the kind of novelty and
invention which is a requisite of patentability.'” (quoting Restatement of Torts § 757
cmt. b (1939))); 1-1 Roger M. Milgrim & Eric E. Bensen, Milgrim on Trade Secrets
§ 1.08 (2011). But see Kewanee Oil, 416 U.S. at 481–82 (acknowledging that
maintaining standards of commercial ethics and encouraging invention “are the
broadly stated policies behind trade secret law”). Trade secret protection does not
shield an idea from “infringing” other uses of the idea; instead it protects valuable
information from being misappropriated despite reasonable efforts to keep it secret.
In the present case, we need not examine whether the documents introduce significant
engineering differences so long as it is established that the documents have a value
independent of older publicly available versions.
The UTSA states that a trade secret derives its value from not being readily
ascertainable. Ind. Code § 24-2-3-2; Mo. Rev. Stat. § 417.453(4). The fact that
information can be ultimately discerned by others—whether through independent
investigation, accidental discovery, or reverse engineering—does not make it
unprotectable. See Laird, 622 N.E.2d at 918 (“Even if information potentially could
have been duplicated by other proper means, it is no defense to claim that one’s
product could have been developed independently of plaintiff’s, if in fact it was
developed by using plaintiff’s proprietary designs.”) (internal quotation marks
omitted). Instead, the court must look at whether the duplication of the information
would require a substantial investment of time, effort, and energy. Id. at 919–20.
AvidAir does not dispute that the revised DOILs were updated as a result of Rolls-
Royce’s own research and testing, or that AvidAir avoided the burdensome expense
of reverse engineering the updated specifications contained in the DOILs by simply
acquiring the documents that Rolls-Royce claimed were protected. AvidAir instead
contends that the changes were too trivial to create any value.
We disagree. The value of Rolls-Royce’s documents is apparent when a shop
is required to certify the return to service for an overhauled engine. To certify to the
FAA that the overhaul was completed in accordance with an FAA-approved
procedure, that shop must have updated technical information for the engine.
AvidAir claims that it can obtain FAA approval for a procedure that is based on only
publicly available information, and if this is true, AvidAir may be free to do so. This
is, however, not what AvidAir did. Instead of obtaining FAA approval based on an
independent investigation of changes to the approved procedure, AvidAir simply
appropriated the documents it knew were claimed to be trade secrets and then
certified that its procedure was in compliance with the updated documents. Indeed,
even after the district court adjudicated the trade secret status of DOIL 24, Revision
13, AvidAir again misappropriated it and other documents from Precision, claiming
it did so lawfully in order to benefit from Rolls-Royce’s efforts to update proprietary
information. AvidAir’s repeated attempts to secure the revised DOILs without Rolls-
Royce’s approval belies its claim that the information in the documents was readily
ascertainable or not independently valuable.
The second factor we must consider is whether Rolls-Royce established
reasonable efforts to maintain the secrecy of its DOILs. Reasonable efforts to
maintain secrecy need not be overly extravagant, and absolute secrecy is not required.
Torma, 819 N.E.2d at 428; Zemco Mfg., Inc. v. Navistar Int’l Transp. Corp., 759
N.E.2d 239, 246 (Ind. Ct. App. 2001). The use of proprietary legends on documents
or the existence of confidentiality agreements are frequently-considered factors in
establishing or denying a trade secret claim. See, e.g., Wyeth v. Natural Biologics,
Inc., 395 F.3d 897, 899–900 & n.4 (8th Cir. 2005) (applying Minnesota UTSA);
Diamond Power Int’l, Inc. v. Davidson, 540 F. Supp. 2d 1322, 1334–35 (N.D. Ga.
2007) (applying Georgia UTSA); Nilssen v. Motorola, Inc., 963 F. Supp. 664, 679–80
(N.D. Ill. 1997) (applying Illinois UTSA). Misplaced trust in a third party who
breaches a duty of confidentiality does not necessarily negate efforts to maintain
secrecy. Torma, 819 N.E.2d at 428; see also Kewanee Oil, 416 U.S. at 475 (“This
necessary element of secrecy is not lost, however, if the holder of the trade secret
reveals the trade secret to another in confidence, and under an implied obligation not
to use or disclose it.” (internal quotation marks omitted)).
It is undisputed that all of the documents in question were labeled with
proprietary-rights legends. Though AvidAir claims the documents were “freely
available” in the industry, it failed to present any evidence that Rolls-Royce actually
distributed them to a party not bound by confidentiality agreements. We agree with
the district court that these were reasonable efforts to maintain secrecy. AvidAir
maintains that the DOILs were possessed “without restriction” by others, but this
argument is unsupported by the record. All the record reflects is that AvidAir either
acquired the documents from others who were not authorized to provide AvidAir with
the documents, or acquired the documents from others who had themselves
misappropriated the documents. The fact that a trade secret was successfully
misappropriated does not defeat the fact that there were reasonable efforts to maintain
its secrecy. See Wyeth, 395 F.3d at 900 (“‘The existence of a trade secret is not
negated merely because an employee or other person has acquired the trade secret
without express or specific notice that it is a trade secret if, under all the
circumstances, the employee or other person knows or has reason to know that the
owner intends or expects the secrecy of the type of information comprising the trade
secret to be maintained.'” (quoting Minn. Stat. § 325C.01, subd. 5)).
AvidAir devotes a great deal of attention to its acquisition of Precision’s
technical library, and it argues that Precision was not bound by the AMC Agreement
originally entered into by Allison. The AMC Agreement noted in ¶ 6.2 that Allison
would provide “general technical data and other Manuals (as referenced in the
Manual List),” and that “[s]uch material may be Allison proprietary and may bear
appropriate copyright and Marks restrictions. No distribution of this material is to be
made outside Authorized Maintenance Center Business Operation(s) except as
provided in each document, the Policy Manual or as specifically Authorized by
Allison.” AvidAir contends that, because the “Manual List” appended to the
agreement does not list the DOILs, this restriction does not apply to them.
Rolls-Royce argues that the “Manual List” is exemplary and not exhaustive. Viewing
the Agreement in the light most favorable to AvidAir, we conclude that the absence
of DOILs on the “Manual List” does not support AvidAir’s contention. The
Agreement unambiguously applies to “general technical data,” which covers the
DOILs regardless of whether they were or were not defined as “Manuals.” The AMC
Agreement does not excuse AvidAir from misappropriating trade secrets.8
8AvidAir’s Motion for Leave to Amend was part and parcel of its argument that
Rolls-Royce did not exert reasonable efforts to maintain the secrecy of its proprietary
information. AvidAir attempted to demonstrate that it lawfully obtained the
documents in question from Precision’s technical library after proceedings had
already been underway, and it sought to expand its claims under this argument. The
court reviews a denial of a motion for leave to amend under an abuse of discretion
standard. Marmo v. Tyson Fresh Meats, Inc., 457 F.3d 748, 755 (8th Cir. 2006). The
district court concluded that “there is no just reason to continuously amend the
pleadings to encompass events and transactions that occurred after the case was
filed.” Order of September 23, 2009. Because AvidAir was merely trying to reassert
arguments that had already been considered and dismissed by the court, this was not
an abuse of discretion.
AvidAir argues that Rolls-Royce is attempting to reclaim and remove
information that was previously available in public. All of the information in earlier
revisions that was already available to the public, however, is still available to the
public. The district court ruled that DOIL 24, Revisions 1 through 10 were not trade
secrets. Giving protection for Revision 13 does not make it a misappropriation to
acquire Revision 1, which contains some of the same information. But the fact that
some of the information is available in Revision 1 does not give AvidAir the right to
misappropriate the entirety of Revision 13, which has a separate value to competitors
because of FAA regulations. AvidAir is not entitled to the value of the proprietary
revised documents, even if the new technical specifications are relatively minor in the
context of the overhaul process as a whole.
Having concluded that the documents in question were protected trade secrets,
the district court did not err in granting an injunction in favor of Rolls-Royce.We
review a grant of permanent injunction for abuse of discretion. Kennedy Bldg.
Assocs. v. CBS Corp., 476 F.3d 530, 533 (8th Cir. 2007). We will affirm a grant of
injunctive relief unless the district court “‘clearly erred in its characterization of the
facts, made a mistake of law, or abused its discretion in considering the equities.'”
South Dakota v. Ubbelohde, 330 F.3d 1014, 1026 (8th Cir. 2003) (quoting Bhd. of
Maint. of Way Emp., Lodge 16 v. Burlington N. R.R. Co., 802 F.2d 1016, 1020 (8th
Cir. 1986)). Under the UTSA, “[a]ctual or threatened misappropriation may be
enjoined.” Ind. Code § 24-2-3-3(a); Mo. Rev. Stat. § 417.455.1.
AvidAir offers no argument as to how the district court abused its discretion,
other than reiterating that the trade secrets were obtained lawfully, and thus not
misappropriated. The district court found, and we agree, this argument was not
supported by the record. Furthermore, the injunction granted by the court was narrow
and minimized the hardship imposed on AvidAir. The injunction requires AvidAir
to return all proprietary information, but did not enjoin AvidAir from using a separate
overhaul process developed from publicly available information. If, as AvidAir
argues, it can obtain FAA approval for a process that uses only publicly available
information, it may be free to do so. This injunction merely prevents AvidAir from
enjoying the unfettered benefits of Rolls-Royce’s efforts to update the process.
AvidAir also challenges the district court’s grant of summary judgment for
Rolls-Royce on AvidAir’s antitrust and tortious interference claims. The standard of
review for summary judgment determinations is de novo. Strategic Directions Grp.,
Inc., 293 F.3d at 1064. We conclude that AvidAir’s claims were both resolved by the
district court’s determination that the documents were trade secrets.
AvidAir’s antitrust claim was based on its theory that Rolls-Royce’s trade secret
suit was a sham litigation in violation of Sherman Act §§ 1 and 2. The Supreme
Court has held that those who petition the courts for redress are generally immune
from antitrust liability, unless the lawsuit “is a mere sham to cover . . . an attempt to
interfere directly with the business relationships of a competitor.” E. R.R. Presidents
Conference v. Noerr Motor Freight, Inc., 365 U.S. 127, 144 (1961). In order to
determine whether a lawsuit is a sham, the Court established a two-part test. “First,
the lawsuit must be objectively baseless in the sense that no reasonable litigant could
realistically expect success on the merits.” Prof’l Real Estate Investors, Inc. v.
Columbia Pictures Indus., Inc., 508 U.S. 49, 60 (1993). Only if the lawsuit is baseless
does the court look to the second, subjective factor of whether the baseless lawsuit
was “‘an attempt to interfere directly with the business relationships of a competitor.'”
Id. at 60–61 (quoting Noerr, 365 U.S. at 144).
AvidAir’s argument that Rolls-Royce attempted to interfere with its business
by improperly seeking trade secret protection does not pass the first prong of the
sham litigation test. A lawsuit that leads to a jury award of $350,000 is not
objectively baseless, even if it did not succeed on each claim of the complaint. See
id. at 60 n.5 (“A winning lawsuit is by definition a reasonable effort at petitioning for
redress and therefore not a sham.”). Indeed, AvidAir essentially concedes that this
argument must fail if we do not reverse the district court’s trade secret ruling.
Because we affirm the district court’s rulings on Rolls-Royce’s trade secrets, we also
affirm the dismissal of AvidAir’s antitrust claim.
Rolls-Royce’s success in establishing its trade secrets likewise defeats
AvidAir’s tortious interference claim. For AvidAir to succeed under a theory of
tortious interference, it must prove, “(1) a contract or valid business expectancy; (2)
defendant’s knowledge of the contract or relationship; (3) a breach induced or caused
by defendant’s intentional interference; (4) absence of justification; and (5) damages.”
Rice v. Hodapp, 919 S.W.2d 240, 245 (Mo. 1996) (en banc). To satisfy the
justification element of an interference claim, AvidAir must demonstrate that Rolls-
Royce “lacked a legal right to justify [its] actions.” Horizon Mem’l Grp., L.L.C. v.
Bailey, 280 S.W.3d 657, 662 (Mo. Ct. App. 2009). However, not only does
ownership of a valid trade secret justify an attempt to protect a trade secret, good faith
efforts to enforce legal rights are even justified when a court later decides the claimed
rights don’t actually exist. See, e.g., Healthcare Servs. of the Ozarks, Inc. v.
Copeland, 198 S.W.3d 604, 614 (Mo. 2006) (en banc). Rolls-Royce had a legal right
to protect its trade secrets and did not lack justification for its actions. Even though
Rolls-Royce abandoned its claims about other DOILs, its success on the claims now
on appeal is enough to establish its good faith in bringing suit. The district court did
not err in concluding that AvidAir had failed to establish tortious interference.
For the foregoing reasons, we affirm the judgment of the district court.