Triton Construction Corp. v. Eastern Shore Electrical Services, Inc., et al, C.A. No. 3290-VCP, Parsons, V.C. (Del. Ch. May 18, 2009)
Plaintiff Corporation brings suit against a former employer and his current employer for breaches of fiduciary duty, tortuous interference and fraud in connection with the former employee’s moonlighting practices. The Chancery Court held that the employee was not a key managerial employee and, therefore, owed no fiduciary duties to the Plaintiff solely by virtue of his position. Regardless, the employee did undertake certain duties and obligations as an agent of the Plaintiff and the Court imputed fiduciary duties under the principles of agency law. As such, an employee has a fiduciary duty to safeguard secret information acquired in the course of employment, or at least not disclose that information to a competitor. Because the employee here used Plaintiff’s confidential information for the benefit of himself and his employer, the Court held that he breached his fiduciary duty of loyalty. Additionally, the employee owed Plaintiff a duty to disclose a significant prior employment with a competitor and breached that duty by failing to inform Plaintiff accordingly.