Rimkus Consulting Group Inc. v. Cammarata - Ballard Spahr LLP

Case 4:07-cv-00405 Document 450 Filed in TXSD on 02/19/10 Page 29 of 139
The Common Stock Purchase Agreement also addressed confidential information:
[C]onfidential information pertaining to the Corporation’s
customers and business and marketing methods, including, but
not limited to, customer or client lists and trade secrets which
may be available to them is valuable, special and unique except
as such may be in the public domain. Accordingly, each
Shareholder hereby agrees that he will not at any time disclose
any of such information to any person, firm, corporation,
association or other entity for any reason or purpose whatsoever
or make use in any other way to his advantage of such
information.
(Id. at 11). The Agreement also stated that Rimkus and Bell “each agree[d] to refrain from
any conduct, by word or act, that will reflect negatively on the character or conduct of the
other.” (Id. at 10).
On September 27, 2006, Bell resigned from Rimkus effective October 31. Cammarata
resigned on November 15, 2006. On that date, Bell, Cammarata, and Mike DeHarde, another
employee who had also worked at RCGL in Louisiana, formed and immediately began to
work for U.S. Forensic. Like Rimkus, U.S. Forensic provides investigative and forensic
engineering services, primarily to determine the cause, origin, and extent of losses from
failures and accidents. The parties do not dispute that U.S. Forensic competes with Rimkus
in providing investigative and forensic engineering services, although U.S. Forensic does not
offer as broad a range of services as Rimkus. U.S. Forensic currently has offices in
Louisiana, Mississippi, Florida, and Tennessee and employs engineers registered in twenty
states.
In this litigation, Rimkus alleges that Bell breached his fiduciary duty as an officer of
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