confold v. polaris

Around 1993, Polaris retained ConFold to conduct a "reverse logistics analysis" to determine whether Polaris should switch from disposable to reusable/returnable containers for shipping its vehicles. 2006 U.S. App. LEXIS 513, at *1-2. Prior to performing any work, ConFold and Polaris entered into a mutual NDA, titled "Mutual Non-Disclosure Agreement – Logistics Consulting Version" (the "Agreement"). Id. at *2-3.

The preamble of the Agreement stated ConFold and Polaris desired to exchange "information for purposes of both companies developing future business with each other." Id. at *7 (emphasis added). Under the Agreement, the parties were not to disclose outside of their respective companies "any information" provided in writing and appropriately designated, and to refrain from using such information except in connection with future transactions between the parties. Agreement at 1. Soon after the Agreement was signed, and before the logistical analysis was completed, Polaris requested ConFold and eight other companies to provide an actual product design proposal. See 2006 U.S. App. LEXIS at *2.

Believing this to be part of the original project, ConFold submitted design plans and drawings to Polaris, but Polaris accepted neither ConFold's proposal or any of the eight others. Id. Two years later, Polaris began selling a reusable shipping container that ConFold claimed was based on the design that ConFold had submitted in response to the request for proposals. Id. ConFold filed suit in Wisconsin federal district to enforce the NDA, and asserted claims for breach of contract and unjust enrichment, but lost on summary judgment.