Genzyme Corp. v. Bishop

Facts

Genzyme Corporation, a biotechnology company, acquired Bone Care International, a company specializing in Vitamin D products, in July 2005. The individual defendants, Charles Bishop, Keith Crawford, and Eric Messner, were high-level executives at Bone Care who had signed Employee Agreements containing various restrictive covenants, including a covenant not to compete, a rights to intellectual property provision, and a return of company property provision. After the acquisition, all three executives terminated their employment with Bone Care/Genzyme in July and August 2005. In September 2005, they formed Proventiv Therapeutics LLC, which also specialized in Vitamin D products. In June 2006, they sold Proventiv to Cytochroma, a Canadian corporation, partly for its drug pipeline and patent applications covering new Vitamin D uses. Genzyme filed suit alleging the defendants breached their employment agreements, misappropriated confidential information, breached their fiduciary duties, usurped corporate opportunities, and engaged in conspiracy. The defendants moved to dismiss several counts, arguing that the restrictive covenants were overbroad and unenforceable, and that the tort claims were preempted by the Wisconsin Uniform Trade Secrets Act.