Navar, Inc. v. Federal Business Council, 291 Va. 338, 784 S.E.2d 296

April 28, 2016

Record No: 150522

(As published by the Virginia Supreme Court)
In an action asserting claims for breach of contract, unjust enrichment, quantum meruit, and trade secret misappropriation in which plaintiffs recovered a judgment of $1.25 million, plaintiffs failed to show at trial how the defendant misused their confidential information under a nondisclosure agreement or the Virginia Trade Secrets Act, Code § 59.1-336 et seq., and failed to show how the nondisclosure agreement required it to use plaintiffs as subcontractors. On the evidence, the defendant cannot be found liable for breach of contract and the trial court erred in not striking the evidence on that theory. Nor did the defendant disclose or use the trade secrets in violation of the Trade Secrets Act, and nothing in the nondisclosure agreement or that Act required the defendant to use plaintiffs as subcontractors. The trial court did not err in finding a “teaming agreement” was unenforceable as a binding contract: it did not contain a sum, or any method for determining a sum, or any requirement that plaintiffs and defendant mutually agreed that plaintiffs would be the actual subcontractors hired by the defendants once a prime contract was awarded. The rules of contract law do not apply to the teaming agreement because it is merely an agreement to agree to negotiate at a future date, and accordingly plaintiffs are not entitled to damages for breach of the teaming agreement. The judgment is affirmed in part, reversed in part, and final judgment is entered with respect to certain claims.

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