Business Memo - Jennifer Lawson's Case

To: Greene’s Jewelry’s Attorney

From: Marie Sharon, Assistant Prosecutor at Greene’s Jewelry

Date: October 14, 2018

Re: Jennifer Lawson and Greene’s Jewelry’s Cases-Violation of Non Disclosure Agreement and Unlawful Termination

Introduction

The purpose of this memo is to explain in details the legal case between Greene’s Jewelry LTD and Jennifer Lawson. Lawson has been Greene’s employee for the past 3 years but she no longer works with us. Even though she doesn’t belong to Greene’s Jewelry anymore, she has violated the agreement she had with us of a non disclosure responsibility. She signed an agreement in her contract that she will reveal or use the trade secrets from Greene’s against the company or in competition even after she is no longer working with us. For that reason, we are suing her for violating the confidentiality agreement with us which has brought a confusion between Greene’s Jewelry products and Howell’s Jewelry’s products. As an employer, Greene’s Jewelry has respected all its obligations in the contract, and Lawson’s dismissal has been clearly communicated to her ahead of time with justifiable reasons of why this was a necessity for the company (SNHU,n.d).

Statement of Facts and Laws

i. Case Summary

Jennifer Lawson has been employed by Greene’s Jewelry for 3 years as a junior executive secretary in the research and development. Although Greene’s Jewelry requires all of its executives to sign covenants not to compete and confidentiality agreements, Jennifer was only required to sign a confidentiality agreement, by which she agreed never to disclose any information that she might acquire from Greene’s regarding the process used to create Ever-Gold. This employee has earned high marks on each of her annual reviews with the company and with the exception that she routinely shows up 15 to 30 minutes late for work. She never had any poor performance or misconduct case at the company. When she learned that she was pregnant, she requested her paid time off and took it. Before she resumed the work, she advised the head of human resources, Lisa Peele, that she may have to take additional time off because of some high-risk factors that she will face during her pregnancy. After passing that information, she was told that her position has been eliminated because of the company’s downsizing policy. The specific words are: “Congratulations, Jennifer! That is exciting news for you. We do not need to worry about time off, though, because, regrettably, I was just going to let you know that we are downsizing and no longer have a need for any of our junior executive secretaries.” After this dismissal, Lawson was hired by a Jewelry competitor and she disclosed the secret process used by Greene’s Jewelry to make Gold jewelries. Greene’s learned that their competitor, Howell, has acquired knowledge of the secret process used to create Ever-Gold and that Howell has tweaked the process slightly to create a product with similar characteristics and qualities to Ever-Gold. Greene’s sues Jennifer for breach of the confidentiality agreement when it learns that she has given confidential information to Howell. On the other side, Jennifer Lawson also sued Greene’s for wrongful termination (SNHU,n.d).

Issues presented

There are 2 issues for this case between Greene’s Jewelry and Jennifer Lawson. First, Lawson sued us for unlawful termination of the contract. The second issue is that Greene’s Jewelry sued Lawson for violating non disclosure agreement.

• Does Lawson have reasonable evidences to consider her contract termination illegal?

• Does Greene’s Jewelry have reasonable evidences to sue Lawson for NDA violation?

1.Jennifer Lawson-Non Disclosure Agreement Violation

Greene’s Jewelry is a high-end costume jewelry manufacturing and distribution company with headquarters in Derry, New Hampshire. New Hampshire is one of many states that have adopted the Uniform Trade Secrets Act. This act protects the company’s proprietary codes or trade secrets by requiring employees to sign non disclosure agreements with their employers to prevent those employees from disclosing confidential information after leaving the company (Nolo,n.d).

Jennifer Lawson signed the NDA agreement with Greene’s Jewelry in an unquestionable legal capacity, she negotiated the employment with Greene’s and agreed to those terms without any force or legal violation. So, when she took a decision to voluntarily share the letter with Greene’s confidential information, she clearly knew that she was breaking the rule. So, she is liable to any misappropriation against this agreement even after she left the company.

2.Greene’s Jewelry-Unlawful Contract Termination

Greene’s Jewelry is a company that operates under the laws in the states/country where is carrying its activities from. Considering the employment laws in New Hampshire, Greene’s Jewelry has not violated any of them in the discharge with Jennifer Lawson. The Family and Medical Leave Act in New Hampshire requires employers to give up to 12 weeks job-protected leave to employees on specific conditions like child birth, adoption, serious sickness,…(U.S Department of Labor, n.d.).

Greene’s Jewelry has not violated this law because the case clearly shows that Jennifer Lawson was given her pregnancy time off pretty before she was noticed of termination. The Pregnancy Discrimination Act by the EEOC also protects females and other individual with health problems from facing any discriminatory act by the employers. So, because Greene’s Jewerly has given this leave, it is not liable of any discrimination against the employee.

In addition to these employment laws, there are also other contracts’ conditions that support Greene’s Jewelry decision. Normally, every contract has obligations to meet. When these obligations are met, the contract ends. This is also called contract discharge. The contract discharge happens for various reasons, but one of the legal ways to end a contract is when specific conditions are met, when they are not met, a contract may be discharged (McAdams, T., Zucker, K. D., Neslund, N., & Neslund, K. 2018). Considering Greene’s Jewelry and Jennifer Lawson’s termination, there is evidence that this contract ended by condition because the employer couldn’t manage to keep all the executives and their secretaries. So, instead of degrading the employee, Greene’s decided to handle the matter professionally by notifying the employee before she finished her vacation days.

Also, looking at the conditions of a contract breach, Greene’s Jewelry didn’t breach the contract because the contract law considers substantial performance when one party is not to perform the duties as agreed because of minor deviations (McAdams, T., Zucker, K. D., Neslund, N., & Neslund, K. 2018). Considering. The commercial impracticability of a contract is also another law that supports Greene’s defense on this case because the company couldn’t keep executive secretaries, so it was legally allowed to terminate some contracts to sustain their operations.

Precedents

A.

‘’De Castro & Morrow represented a high tech company in a trade secret dispute. An employee left the company and immediately began calling on the company’s clients, trying to solicit business. The client had taken extraordinary steps to protect its customer information, including requiring employees to sign confidentiality agreements, giving employees cell phones and laptops that would have be returned when they