Distributor says supplier trying to subvert its business, steal trade secrets

David Yates May 15, 2007, 12:00pm

Aztec Distributors has filed a restraining order and injunction against its longtime business partner, Illinois Tool Works (Wynn Oil Co.) Aztec claims Wynn is attempting to squirm out of its contract, subvert Aztec and pilfer all of its clients.

Aztec filed its original petition with the Jefferson County District Court on May 14. Court assignment is pending.

According to the company Website, Wynn makes automotive specialty chemicals and related service equipment. and markets to car dealers, independent garages and automotive retailers through independent distributors.

According to the petition, the plaintiff is suing the defendants for misappropriation and theft of trade secret.

In other words, Aztec hopes its legal recourse will keep Wynn locked up, stopping the company from stealing customers.

"By wrongfully terminating the distributor agreement and misappropriating the plaintiff's customer list, defendants intend to subvert plaintiff and abscond with its business," the suit said. "The customer list and other proprietary information on plaintiff is highly valuable and subject to misappropriation due to the confidential past relationship of the parties."

The suit says even though Aztec has been building a large consumer base in Southeast Texas for the past decade, Wynn is citing poor sales by Aztec as grounds to end the contract. "More importantly, the defendants intend to sell their products to the plaintiff's customers" by using Aztec's confidential trade secrets.

The relationship between the two companies has been more than a mere contractual one. Over the past nine years, Aztec and Wynn have developed a distributor-supplier relationship, entering into several written confidentiality agreements, the suit said.

"Suddenly, on April 13, 2007, defendants provided plaintiff with correspondence advising that they were terminating the distributorship agreement," the suit said.

"Due to the defendants' actions, plaintiff will suffer irreparable harm each and every day that passes while defendants are allowed to manufacturer and sell products using the stolen and misappropriated trade secrets."

The eight count suit also faults Wynn with breach of confidential relationship, breach of fiduciary duty, breach of contract, deceptive trade practices, fraud, and conspiracy.

"Because of this civil conspiracy by defendants, plaintiff has suffered injury in the form of actual damages, consequential and incidental damages and attorney's fees," in addition to exemplary damages, the suit said.

Aztec is also suing for loss of profits. The company is represented by attorney Jason Byrd of Snider and Byrd.

Case No. B179-298

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