Teledyne RD Instruments v. Rowe Technologies
In August 2005, Teledyne Investment, Inc. (TII) entered into a stock purchase agreement with RD Instruments, Inc. (RDI); the Rowe Family Trust; Francis Rowe; and Elaine Rowe to buy all of the stock of RDI. After the stock purchase, RDI was renamed Teledyne RD Instruments, Inc. (TRDI) and continued in the business of underwater acoustics technology. TII later assigned its rights under the stock purchase agreement to Teledyne Technologies, Incorporated (TDY). The stock purchase agreement contained provisions that prohibited the sellers or their affiliates from competing with TRDI/TDY and from soliciting its employees for five years (hereafter the noncompetition and nonsolicitation clauses).
In September 2005, TDY employed Steven Rowe, Daniel Rowe, Steve Maier, Mark Vogt, John Romeo, and Changle Fang. Each of them signed an agreement promising "promptly [to] disclose to TDY all inventions, computer programs, improvements, concepts, or discoveries which [he] may make, either solely or jointly with others, during [his] employment or within six months after termination of such employment that may be within the existing or contemplated scope of TDY's business" (hereafter the disclosure clause). Francis Rowe previously had signed an agreement with RDI that contained a similar disclosure clause.
In September 2009, Rowe Technologies, Inc. (RTI) was formed. RTI competes with TDY in the underwater acoustics technology business. By December 2009, Steven Rowe, Daniel Rowe, Steve Maier, Mark Vogt, John Romeo, and Changle Fang were all employees of RTI.
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