Windrock, Inc. v. Resonance Systems, Inc.

Josh Kelley (defendant) worked for Windrock, Inc. (plaintiff) as a software developer from 2007 to 2019 and later joined Resonance Systems, Inc. (RSI) (defendant), a direct competitor of Windrock. Windrock was a subsidiary of Dover Corporation and related to Dover Energy Automation (DEA). In 2017, while Kelley was still employed at Windrock, Kelley and Windrock executed a retention agreement (RA) to secure Kelley’s continued employment. Under the RA, the “Employer” agreed to provide Kelley with confidential information in exchange for Kelley’s promise not to disclose or misuse it. Although the RA defined “the Company” as Windrock, it did not define “Employer.” Some provisions used the term “the Company” and addressed Kelley in the second person, while others used “Employer” and “Employee” and referred to Kelley in the third person. The RA was printed on DEA letterhead, referenced Dover entities, and was signed by DEA’s president. Windrock sold devices that analyzed and generated machine-condition data, along with software that translated this otherwise unreadable output data. According to Windrock, only a programmer familiar with its proprietary structures and data-indexing scheme or with access to its source code could decode this data. Nevertheless, by 2021, RSI began advertising its ability to decode the output data. After eliminating other explanations, Windrock concluded that Kelley had used confidential information gained during his employment to help RSI translate the data. Windrock sued RSI and Kelley, alleging that Kelley breached the RA by disclosing Windrock’s confidential information. RSI and Kelley moved to dismiss, arguing that the RA did not protect Windrock’s confidential information. Relying on the canon expressio unius est exclusio alterius, they contended that because the term “the Company” was defined as Windrock, the term “Employer” must refer to a different entity—likely DEA.