Aetna Building Maintenance Co. v. West

In Aetna Building Maintenance Co. v. West (1952) 39 Cal.2d 198, the Supreme Court rejected the plaintiff's claim that its former employee West had misappropriated a trade secret, i.e., its procedure for estimating the price of a new contract. The Supreme Court analyzed the record as showing that no evidence had been introduced "tending to prove that Aetna had developed a secret, or even improved, system of making estimates. The very most which is shown by the evidence is that Aetna utilized a highly efficient system designed to meet competition and avoid losses. Of necessity, any competitor in the business must consider all of the factors which entered into Aetna's computations. There is a total absence of any showing that the method of making estimates are secret, or that the former employee West was informed of any claim of secrecy. Under these conditions, West was privileged to use 'methods of doing business and processes which are but skillful variations of general processes known to the particular trade.' (Rest., Agency, 396, com. b.)" (Aetna, supra, at p. 206.) The California Supreme Court explained: "'Solicit' is defined as: 'To ask for with earnestness, to make petition to, to endeavor to obtain, to awake or excite to action, to appeal to, or to invite.' 'It implies personal petition and importunity addressed to a particular individual to do some particular thing, . . . .' It means: 'To appeal to (for something); to apply to for obtaining something; to ask earnestly; to ask for the purpose of receiving; to endeavor to obtain by asking or pleading; to entreat, implore or importune; to make petition to; to plead for; to try to obtain.' " But Aetna went on to also explain that "merely informing customers of one's former employer of a change of employment, without more, is not solicitation. Neither does the willingness to discuss business upon invitation of another party constitute solicitation on the part of the invitee. Equity will not enjoin a former employee from receiving business from the customers of his former employer, even though the circumstances be such that he should be prohibited from soliciting such business. " (Id. at p. 204; see also American Credit, supra, 213 Cal. App. 3d at p. 636.)