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World Financial Group, Inc. v. HBW Insurance & Financial Services

April 16, 2009; as modified May 7, 2009

WORLD FINANCIAL GROUP, INC., PLAINTIFF AND RESPONDENT,
v.
HBW INSURANCE & FINANCIAL SERVICES, INC., ET AL., DEFENDANTS AND APPELLANTS.



(Ventura County Super. Ct. No. 56-2008-00318635). William Liebmann, Judge.

The opinion of the court was delivered by: Perren, J.

CERTIFIED FOR PUBLICATION

Defendants HBW Insurance & Financial Services, Inc. (HBW) and six of its agents*fn1 appeal the denial of their motion to strike the complaint filed against them by World Financial Group, Inc. (WFG), pursuant to Code of Civil Procedure section 425.16 (the Anti-SLAPP statute).*fn2 The complaint primarily alleges that defendants, WFG's direct competitors, misappropriated WFG's trade secrets and utilized confidential information to solicit WFG's associates and customers. The trial court denied the motion on the ground that defendants failed to make a prima facie showing that the complaint arose from protected activity. We affirm.

FACTS AND PROCEDURAL HISTORY

The Parties

WFG is a corporation that provides insurance, pension, and financial services to businesses and individuals in the United States and Canada. HBW is WFG's direct competitor. Defendants Dominique Moore, Terry Kennedy, Gabriel Paredes, and Jaime Paredes (hereinafter collectively referred to as the contracting defendants) are all former associates at WFG offices in California and Nevada who are now agents for HBW.*fn3 Defendants Jeff Crawford and James Crawford are HBW agents at offices in California.

The Associate Membership Agreement

In securing employment with WFG, each contracting defendant executed an AMA.*fn4 Included in the AMA are nine covenants, six of which are particularly relevant here. In section D(2), the contracting defendants agree that during the term of the AMA and for a period of two years thereafter they shall refrain from inducing any of their WFG customers "to terminate, reduce coverage under or replace any of the Products and Services which have been sold by the Associate or his/her Downline Associates."*fn5 Section D(3) provides the associate shall not induce any other WFG associates or employees to terminate their relationship with WFG during the same period or "hire, induce or attempt to hire or induce any such persons to sell or solicit products and services which are competitive with the Products and Services for any person or entity other than WFG."

In section D(4), the associate promises not to "use, disseminate or reveal, other than on behalf of WFG as authorized by WFG . . . any confidential information or trade secrets of WFG . . ., which the Associate has or hereafter receives, including any Customer or list of WFG associates, whether obtained from WFG or any other person, or compiled by or on behalf of the Associate; provided, however, that confidential information does not include information which becomes generally available to the public other than as a result of disclosure by the Associate or any member of WFG's network of contractually affiliated sales associates." The associate also agrees that upon termination of the AMA he or she will immediately return all documents containing WFG's confidential information or trade secrets. "Confidential information" is defined as "any and all confidential and proprietary data and information created by or belonging to WFG which has value to and are not generally known by the competitors or potential competitors of WFG now or hereafter acquired or disclosed to the Associate."

Section D(5) generally provides that during the term of the agreement the associate will not solicit other WFG associates to purchase any products or services other than WFG's. In section D(6), the associate acknowledges (1) that all other WFG associates have executed identical or similar agreements, and (2) that any act seeking to induce another associate to breach any term of his or her AMA would constitute wrongful interference with WFG's contractual rights.

The Complaint

On June 18, 2008, WFG filed a first amendment complaint against defendants alleging claims for breach of contract, breach of the implied covenant of good faith and fair dealing, conversion, violation of the Uniform Trade Secrets Act and the Unfair Competition Law, intentional and negligent interference with prospective economic advantage, and unjust enrichment.*fn6 The complaint alleges that from November 2007 through February 2008, WFG discovered the contracting defendants were using WFG's confidential information and trade secrets, including associate and customer lists as well as sales and marketing information and documents, to solicit WFG agents to leave WFG and join HBW. WFG further alleges the contracting defendants "continue to use WFG proprietary and confidential information" notwithstanding the fact that each of them received a letter demanding that they cease and desist doing so, and "continue to induce or attempt to induce WFG's clients to terminate or reduce coverage under or replace products and services selected, approved and designated by WFG."

Jeff Crawford and James Crawford are named as defendants on all causes of action other than breach of contract and breach of the implied covenant, on the allegation that they "are aiding and abetting" the contracting defendants in soliciting WFG associates and customers and in using WFG's confidential information and trade secrets. The complaint refers to a telephonic conference call that took place on April 18, 2008, during which Jeff Crawford invited several WFG associates to join HBW. Attached to the complaint is a copy of a "flyer" that was sent to the associates that contains a comparison of HBW and "Company B," which was subsequently identified as WFG. The complaint further alleges that defendants Kennedy and Moore actively participated in the call with Jeff Crawford's knowledge. As to James Crawford, the complaint specifically alleges that he attempted to recruit four WFG associates and represented to one of them that WFG was for sale. James Crawford also forwarded a "PowerPoint" presentation to associates that contains information about WFG's commission structure and other information that was designed to persuade the associates to join HBW. A copy of this presentation is attached as an exhibit to the complaint.

In the prayer for relief, WFG seeks to enjoin defendants from using or disclosing WFG's confidential information and trade secrets and to compel them to return all documents containing such information or trade secrets. WFG also seeks to enjoin defendants from any further solicitation of WFG associates or customers "to the extent such business practices violate the agreements, covenants and business ...


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