Re: Non-disclosure agreements

> > Contracts for non-disclosure like
> > non-competition clauses are contracts in restraint of trade and are
> > subject to very significant limitations as to reasonableness. For
> > example, a nondisclosure agreement applied to information that is
> > already in the public domain would not be enforceable.
> > ...
> > Harvey Perlman
>
>
> Why would a non-disclosure agreement dealing with public
> information be invalid? Suppose A doesn't know but wants to
> know the date of Lincoln's death, and B says: "I will tell you
> the date right now, and save you the time of looking it up, but
> only if you promise not to say anything about Lincoln's date of
> death to anyone else."
>
> This seems like an odd thing for B to say, but if A expressed
> voluntary, non-coerced, consent, would the deal really be
> unenforceable? If so, why?
>
> --Trotter Hardy

At least in the context of trade secret law the reason we would not enforce such an agreement is that it is in restraint of trade. If A can't get hired by the "history research group" because he is now under an agreement not to disclose a historical fact that is in the public domain, where are you. And if he does sign such an agreement, would it be a breach if he looked it up himself and then disclosed it?  And do we gain anything by now making him look it up himself? And will we be able to tell whether he did so?

Harvey Perlman
University of Nebraska College of Law
<hperlman[_at_]unlinfo.unl.edu>

p.s.-Does anyone else feel like I do that elaborate macro signatures at the end of listserve e-mail messages take an awful lot of space and time in a media that is suppose to be free, quick, and easy? Received on Wed Mar 23 1994 - 03:01:51 GMT