A new Uniform Trade Secrets Act bill has been proposed by the Massachusetts Board of Commissioners on Uniform State Laws for the Massachusetts Legislature to consider in its 2015 legislative session. The proposed bill represents another effort to bring Massachusetts law protecting trade secrets in line with that of the vast majority of other states. As discussed here last August, previous efforts to reform Massachusetts law on trade secrets and non-compete agreements have failed, including Governor Patrick’s efforts in the last legislative session to make non-compete agreements unenforceable in Massachusetts.
The current proposal tracks quite closely the 1985 Uniform Trade Secrets Act (“UTSA”), key provisions of which have been enacted by 48 states (other than Massachusetts and New York). The definitions of “misappropriation” and “person” are essentially the same, while the Massachusetts proposal expands the definitions of “improper means” and “trade secret,” which are expanded only slightly to reflect some additional explanation and newer technology. Like the UTSA, the Massachusetts proposal provides for injunctive relief, treble damages if willful and malicious misappropriation can be proved, and attorneys’ fees to either plaintiff or defendant if the opposing party acts in bad faith in seeking or defending a misappropriation claim. The statute of limitations in both the UTSA and the proposed bill is 3 years from the date the misappropriation is discovered, or by exercise of reasonable diligence should have been discovered. If this bill passes, the Massachusetts Uniform Trade Secrets Act would be scheduled to take effect July 1, 2016. We will watch to see whether this attempt at reform passes.