AI Case Brief
Generate an AI-powered case brief with:
Estimated cost: $0.001 - $0.003 per brief
Full Opinion
BURBANK GREASE SERVICES, LLC, Plaintiff-Appellant-Petitioner,
v.
Larry SOKOLOWSKI and United Grease LLC and United Liquid Waste Recycling, Inc., Defendants-Respondents.
Supreme Court of Wisconsin.
*785 For the plaintiff-appellant-petitioner there were briefs by Michael L. Hermes and Metzler and Hager, S.C., Green Bay, and oral argument by David J. Sisson.
For the defendant-respondent Larry Sokolowski there was a brief by Stephen J. Eisenberg, Pam M. Baumgartner, and Eisenberg Law Offices, S.C., Madison, and oral argument by Stephen J. Eisenberg.
For the defendants-respondents United Grease LLC and United Liquid Waste Recycling, Inc., there was a brief by David E. McFarlane, Mark H.T. Fuhrman, Sheila M. Sullivan, and Bell, Gierhart & Moore, S.C., Madison, and oral argument by Mark H.T. Fuhrman.
¶ 1 PATIENCE DRAKE ROGGENSACK, J.
This case requires us to determine whether the trade secret statute, Wis. Stat. § 134.90 (2003-04),[1] precludes all civil law remedies based on the misappropriation of confidential information that falls outside of the statutory definition of a trade secret. We also determine whether Wis. Stat. § 943.70(2) criminalizes the subsequent misappropriation of confidential information when the information was lawfully obtained. We conclude that § 134.90(6)(a) does not preclude all other civil remedies based on the misappropriation of confidential information, if the information does not meet the statutory definition of a trade secret under § 134.90(1)(c). Accordingly, in the case before us, § 134.90(6)(b)2 permits civil tort remedies based on the misappropriation of confidential information. Therefore, because the plaintiff's complaint stated other common law claims and because material facts relevant to those claims are disputed, it was error to dismiss the complaint. However, we also conclude that § 943.70(2) does not apply when an individual lawfully obtains computer-stored confidential information, but later misappropriates it. Accordingly, the plaintiff's § 943.70(2) claim was properly dismissed on summary judgment. Accordingly, we affirm in part; reverse in part and remand to the circuit court for further proceedings.
I. BACKGROUND[2]
¶ 2 Burbank Grease Services, LLC (Burbank) is engaged in the business of *786 collecting and processing used restaurant fry grease, trap grease, and industrial grease. In 2001, Burbank had approximately 11,250 customers in Wisconsin and 3,200 in surrounding states. About 65% of Burbank's customers were restaurants; the rest were grease trap and industrial customers.
¶ 3 Larry Sokolowski (Sokolowski) was employed by Burbank in various management positions from November 1997 to April 2001. When he resigned from Burbank, Sokolowski was territory manager. His duties in that position included the oversight of sales people, the management of customer relations with industrial clients and the preparation of spreadsheets and billings for Burbank's accountant.
¶ 4 Burbank distributed a code of conduct in regard to confidential information that it required all managers to acknowledge and to follow. The code provided that "[n]o ... employee shall disclose any confidential or privileged information to any person within the Company who does not have a need to know or to any outside individual or organization except as required in the normal course of business." Sokolowski was aware of this provision.
¶ 5 All Burbank employees received an employee handbook that contained a provision requiring non-disclosure of trade secret and confidential business information. The handbook provided that disclosure could result in disciplinary action, including termination. The handbook provision also stated that employees might be required to sign a non-disclosure agreement as a condition of employment. Sokolowski acknowledged in writing that he received and understood this provision.[3]
¶ 6 On April 15, 2001, Sokolowski signed an employment agreement with United Liquid Waste Recycling, Inc. (United Liquid), and on April 20, 2001, he resigned from Burbank. Prior to resigning, he obtained confidential information from Burbank's computer system. He took the following information with him when he left: (1) a hardcopy of a list of Burbank's grease trap customers, containing about 2,400 names, phone numbers and addresses, contact persons, total gallons for each grease trap, and pricing Burbank had applied to each customer; (2) a spreadsheet of Burbank's industrial clients that showed the amount of grease collected from each customer times the market rate less a processing fee, which determined what Burbank would pay the customer for the material collected;[4] and (3) a computerized *787 spreadsheet showing the amount of collections and revenues per customer for certain drivers, organized by the driver's route. Sokolowski took the information with him when he left Burbank's employ, without Burbank's permission and with the knowledge that Burbank considered all of this information confidential.
¶ 7 On April 25, 2001, Sokolowski began working for United Liquid as a sales and customer service representative. United Liquid provided waste and cake sludge hauling and glass, metal, and plastic recycling services to industrial, municipal, and commercial clients throughout Wisconsin. Sokolowski and United Liquid later formed United Grease, LLC (United Grease), which began collecting fry grease, trap grease and industrial grease in direct competition with Burbank.
¶ 8 Sokolowski had Burbank's confidential information entered into United Liquid's computer system. Sokolowski used this confidential information to solicit customers for United Grease.
¶ 9 Subsequently, United Grease acquired about 80 fry grease customers, which were mostly former Burbank customers, and 157 grease trap customers, the majority of which were former Burbank customers. United Grease also managed to acquire one or two of Burbank's former industrial customers.
¶ 10 When Burbank became aware that Sokolowski was soliciting its customers, it filed this action alleging that Sokolowski misappropriated Burbank's trade secrets in violation of Wis. Stat. § 134.90; breached his duty of loyalty to Burbank, which he owed as Burbank's agent; intentionally interfered with Burbank's business relationships; and committed computer crimes in violation of Wis. Stat. § 943.70(2). The complaint also alleged that United Grease and United Liquid had aided and abetted Sokolowski in the breach of his duty of loyalty; had conspired to deprive Burbank of its customers; and had intentionally interfered with Burbank's business relationships.
¶ 11 Both parties filed motions for summary judgment. The circuit court granted the defendants' motion and dismissed the complaint. The circuit court[5] concluded that Burbank's confidential information was not protected by Wis. Stat. § 134.90(6), the trade secret statute, because the information did not meet the statutory definition of a trade secret. The circuit court also concluded that by enacting § 134.90(6), all common law tort claims based on the misappropriation of confidential information were precluded, except those that involved information that met the statutory definition of a trade secret. And further, the court concluded that there had been no computer crime under Wis. Stat. § 943.70(2) because Sokolowski was authorized to obtain the computer-stored information when he obtained it.
¶ 12 Burbank appealed the circuit court's grant of summary judgment and the court of appeals affirmed. We review that decision.
II. DISCUSSION
A. Standard of Review
¶ 13 This case requires us to review summary judgment dismissing Burbank's complaint. When we do so, we independently apply the same methodology as the circuit court. Green Spring Farms v. Kersten, 136 Wis.2d 304, 315-17, 401 N.W.2d 816 (1987). The summary judgment awarded here is driven by the interpretation of Wis. Stat. § 134.90(6) and Wis. Stat. § 943.70. Statutory construction *788 or a statute's application to a set of facts is a question of law that we decide independently, owing no deference to the decisions of other courts. Minuteman, Inc. v. Alexander, 147 Wis.2d 842, 853, 434 N.W.2d 773 (1989).
B. Statutory Construction
1. General principles
¶ 14 "[T]he purpose of statutory interpretation is to determine what the statute means so that it may be given its full, proper, and intended effect." State ex rel. Kalal v. Circuit Court for Dane County, 2004 WI 58, ¶ 44, 271 Wis.2d 633, 681 N.W.2d 110. We look first at the plain language of the statute, taking into consideration the context in which the provision under consideration is used. Id., ¶¶ 45-46, 681 N.W.2d 110. "Statutory language is given its common, ordinary, and accepted meaning." Id., ¶ 45, 681 N.W.2d 110. The scope, history and purpose of the statute are also "relevant to a plain-meaning interpretation of an unambiguous statute as long as [they] are ascertainable from the text and structure of the statute itself." Id., ¶ 48, 681 N.W.2d 110. When a word of common usage is not defined in a statute, we may turn to a dictionary to ascertain its meaning. See Garcia v. Mazda Motor of Am., Inc., 2004 WI 93, ¶ 14, 273 Wis.2d 612, 682 N.W.2d 365. If the language of a statute is ambiguous, we may consider extrinsic sources, such as legislative history, to aid in our analysis. Kalal, 271 Wis.2d 633, ¶ 50, 681 N.W.2d 110. However, we may consult extrinsic sources "to confirm or verify a plain-meaning interpretation." Id., ¶ 51, 681 N.W.2d 110.
2. Wisconsin Stat. § 134.90
¶ 15 Wisconsin Stat. § 134.90(1)(c) defines the term "trade secret" and § 134.90(2) prohibits any person from misappropriating a trade secret through a variety of specific acts set forth in the statute. The statute also permits courts to grant injunctions, § 134.90(3), and to award damages in addition to, or in lieu of, injunctive relief, § 134.90(4).
¶ 16 Previous judicial decisions that Burbank has not appealed have concluded, for purposes of this case, that Burbank's confidential information Sokolowski, United Grease and United Liquid used did not qualify under Wis. Stat. § 134.90(1)(c) as trade secrets. Accordingly, we do not decide whether the confidential information that Sokolowski took from Burbank would qualify as trade secrets under § 134.90(1)(c). Instead, we are asked to construe subsec. (6) of § 134.90 to determine if it precludes Burbank's other claims for relief, even though what was taken did not qualify as trade secrets.
¶ 17 Wisconsin Stat. § 134.90(6) states:
Effect on other laws. (a) Except as provided in par. (b), this section displaces conflicting tort law, restitutionary law and any other law of this state providing a civil remedy for misappropriation of a trade secret.
(b) This section does not affect any of the following:
1. Any contractual remedy, whether or not based upon misappropriation of a trade secret.
2. Any civil remedy not based upon misappropriation of a trade secret.
3. Any criminal remedy, whether or not based upon misappropriation of a trade secret.
¶ 18 Burbank argues that the statutory language explicitly preserved its common law claims, because those claims were not based on the misappropriation of a trade secret and therefore, fit squarely within Wis. Stat. § 134.90(6)(b)2. The defendants, on the other hand, urge us to adopt the *789 court of appeals ruling, that all of Burbank's claims are pre-empted by § 134.90(6)(a). They argue that the legislative intent underlying the statute was to encompass all claims based upon confidential business information, even when a claim does not allege or depend on determining that the confidential information met the statutory definition of a trade secret.
¶ 19 We begin our statutory construction by examining the plain language of the statute. Kalal, 271 Wis.2d 633, ¶¶ 45-46, 681 N.W.2d 110. When we examine the language of para. (6)(a) and subd. (6)(b)2 in the context of Wis. Stat. § 134.90, we first focus on the term "trade secret." This is because the "effect on other laws" provision, para. (6)(a), specifically states that the statute displaces "any other law of this state providing a civil remedy for misappropriation of a trade secret." (Emphasis added.) "Trade secret" is defined in para. (1)(c) of § 134.90, and as we explained above, Burbank has not appealed the conclusion that its confidential information that Sokolowski took was not a trade secret, as defined in § 134.90(1)(c).
¶ 20 Accordingly, the plain language of Wis. Stat. § 134.90(6)(a) appears to have the effect of making § 134.90 the exclusive remedy for civil claims based on the misappropriation of a statutorily-defined trade secret. However, what is at issue here is whether para. (6)(a) precludes Burbank's other tort claims, which were not based on the theory that the confidential information Sokolowski took constituted a trade secret, as defined in § 134.90(1)(c).
¶ 21 Wisconsin Stat. § 134.90(6)(a) prefaces its preclusive language with "[e]xcept as provided in par. (b)," indicating that despite the expressed intent of one paragraph of the trade secret statute to displace other remedies for trade secret misappropriation, another paragraph of the statute expressly states that there remain claims based on the misappropriation of confidential information that will not be affected by § 134.90. For example, subd. (6)(b)2 provides that subsec. (6) does not affect "[a]ny civil remedy not based upon misappropriation of a trade secret." (Emphasis added.)
¶ 22 Focusing on the common word "any" in Wis. Stat. § 134.90(6)(b)2, we use a dictionary definition for assistance. See Garcia, 273 Wis.2d 612, ¶ 14, 682 N.W.2d 365. "Any" is defined as: "one or some indiscriminately of whatever kind"; and "unmeasured or unlimited in amount, number, or extent." Webster's New Collegiate Dictionary 51 (5th ed.1977). "Any" is a very broad term. Accordingly, we conclude that its use evinces a broad range of civil remedies that are not precluded by para. (6)(a). Subdivision (6)(b)2 excepts from the class of unaffected remedies only those remedies based on the misappropriation of a statutorily-defined trade secret. It leaves available all other remaining civil remedies for the protection of confidential information.
¶ 23 The statutory term "civil remedy" is a technical term that is given its technical, legal meaning. Kalal, 271 Wis.2d 633, ¶ 45, 681 N.W.2d 110. Black's Law Dictionary aids us in this regard. It defines "remedy" as:
The means of enforcing a right or preventing or redressing a wrong; legal or equitable relief.
Black's Law Dictionary 1320 (8th ed.1990). We conclude the sum effect of the statutory terms is that civil claims for relief are not abrogated by Wis. Stat. § 134.90(6)(b)2, with the exception of those civil tort claims that require the use of a statutorily-defined trade secret. It follows that all other types of civil tort claims that Burbank may assert in regard to the misuse *790 of its confidential information remain available to it under the directive of § 134.90(6)(b)2.
¶ 24 Furthermore, to adopt the court of appeals' view, that para. (6)(a) in combination with subd. (6)(b)2 precludes all Burbank's common law claims, would require us to read into the statute the following underlined language:
(b) This section does not affect any of the following:
. . .
2. Any civil remedy not based upon misappropriation of a trade secret and not based on confidential business information.[6]
However, the legislature did not choose the language employed by the court of appeals, and we are not free to add it.
¶ 25 We discussed our obligation to use restraint in adding words to those chosen by the legislature in State v. Hall, 207 Wis.2d 54, 557 N.W.2d 778 (1997), where we quoted with approval, the United States Supreme Court's refusal to add language to an unambiguous statute:
Statutes should be construed to avoid constitutional questions, but this interpretative canon is not license for the judiciary to rewrite language enacted by the legislature. Any other conclusion, while purporting to be an exercise in judicial restraint, would trench upon the legislative powers vested in Congress. . . Proper respect for those powers implies that "[s]tatutory construction must begin with the language employed by Congress and the assumption that the ordinary meaning of that language accurately expresses the legislative purpose."
Id. at 83-84, 557 N.W.2d 778 (quoting United States v. Albertini, 472 U.S. 675, 680, 105 S.Ct. 2897, 86 L.Ed.2d 536 (1985)). To adopt the court of appeals' interpretation, as the defendants advocate, would require us to expressly contradict the principle that it is the legislature that chooses the words of a statute.
¶ 26 The defendants also urge us to conclude that subsec. (7) of Wis. Stat. § 134.90, the uniformity clause, supports the court of appeals' interpretation. Subsection (7) states:
Uniformity of application and construction. This section shall be applied and construed to make uniform the law relating to misappropriation of trade secrets among states enacting substantially identical laws.
The plain language of subsec. (7) relates only to the "misappropriation of trade secrets," which, according to our analysis of subd. (6)(b)2 and the plain meaning of subsec. (7), requires a statutorily-defined trade secret as a prerequisite. Our construction in this regard is in accord with the promotion of uniformity by subsec. (7), because the statutory definition of a trade secret is made uniform throughout the states enacting a version of the Uniform Trade Secrets Act (UTSA), and our application of that definition has been in accord with other UTSA jurisdictions. See, e.g., Minuteman, 147 Wis.2d at 851, 434 *791 N.W.2d 773; Electro-Craft Corp. v. Controlled Motion, Inc., 332 N.W.2d 890, 899 (Minn.1983); Convolve, Inc. v. Compaq Computer Corp., No. 00CV5141 (GBD), 2006 WL 839022, at *5-6 (S.D.N.Y. March 31, 2006).
¶ 27 We discussed the purpose and effect of Wis. Stat. § 134.90 four years after its enactment, in Minuteman. We held that the 1986 passage of the Wisconsin version of the UTSA displaced the previously controlling common law definition of a trade secret in Corroon & Black-Rutters & Roberts, Inc. v. Hosch, 109 Wis.2d 290, 325 N.W.2d 883 (1982).[7]Minuteman, 147 Wis.2d at 851-52, 434 N.W.2d 773. However, we also reasoned that the definition used in Corroon of a trade secret remained "helpful." Id. at 853, 434 N.W.2d 773. We did not address § 134.90(6)(b)2 in Minuteman because it was not relevant to the questions presented.
¶ 28 Our analysis of the plain language of Wis. Stat. § 134.90(6)(b)2 results in only one reasonable interpretation; therefore, the statute is not ambiguous. Our interpretive inquiry would normally stop here. Kalal, 271 Wis.2d 633, ¶ 45, 681 N.W.2d 110. However, we also note that we can use legislative history to confirm a plain-meaning interpretation. Id., ¶ 50, 681 N.W.2d 110. The legislative history does so here.
¶ 29 The Special Committee on the UTSA, established and directed by the Legislative Council to investigate the desirability of incorporating uniform trade secret protections into state law, issued a 1984 Staff Brief that explained the various implications of the potential adoption of the UTSA. That report cited comments of the UTSA Commissioners to explain the purpose of its effect on other law:
Section 7(a) of the [Uniform Trade Secrets] Act states that it "displaces conflicting tort, restitutionary, and other law of [the enacting state] pertaining to civil liability for misappropriation of a trade secret." Section 7(b) provides that the law does not affect contractual or other civil liability or relief that is not based on misappropriation of a trade secret or criminal liability for misappropriation of a trade secret.
The Commissioners' Comments state that the [Uniform Trade Secrets] Act is not intended to be a comprehensive remedy. According to the Comment, it applies to duties imposed by law in order to protect competitively significant secret information. The Act does not apply to duties voluntarily assumed through an express or an implied-in-fact contract. For example, the enforceability of covenants not to disclose trade secrets, and covenants not to compete that are intended to protect trade secrets, are governed by other law. Also, the Act does not apply to duties imposed by law which are not dependent upon the existence of competitively significant secret information, like an agent's duty of loyalty to his or her principal.
Wis. Legis. Council, Staff Brief 84-9, Uniform Trade Secrets Act, at 8 (Aug. 14, 1984) (emphasis added). The commissioners' comment that the UTSA was not enacted *792 to be the exclusive remedy for misappropriation of confidential information is a confirmation that our plain meaning analysis accurately interprets Wis. Stat. § 134.90.
¶ 30 The court of appeals relied on opinions from other jurisdictions for its conclusion that all claims for the misappropriation of confidential information are abrogated by Wisconsin's enacting a version of the UTSA. See Burbank Grease, 278 Wis.2d 698, ¶¶ 29-37, 693 N.W.2d 89. Most of the decisions were from federal courts. They did not rely on interpretations of state statutes, as we do, but rather, they relied only on the nature of the UTSA as creating generally uniform laws, as does the dissent.
¶ 31 We recognize that Wis. Stat. § 134.90 is derived from the UTSA; that 44 states have adopted some version of the UTSA; and that those states' interpretations of similar statutes may serve as useful extrinsic sources to assist in statutory construction, if required. However, as explained above, we conclude that the legislative history of Wisconsin's enactment of the UTSA is more persuasive because it affirms the plain meaning of § 134.90(6)(b)2.
¶ 32 Furthermore, even if we were to employ cases from other jurisdictions as extrinsic sources for the interpretation of Wis. Stat. § 134.90, we conclude that they do not support the conclusion that all of Burbank's tort claims based on the misappropriation of confidential information have been abrogated.[8] Our review of the cited cases shows that only a few of them support the conclusion of the court of appeals.[9] But rather, after a review of all of those cited decisions, we determine that three categories of cases emerge: (1) when the claims are based only on the misuse of confidential information that fits the statutory definition of a trade secret, a claim under the UTSA is the only tort claim available;[10] (2) when the claims are based on the misuse of confidential information that does not meet the statutory definition of a trade secret, the UTSA does not abrogate those claims;[11] and (3) when the claims are based on misuse of confidential information, some of which meet the statutory *793 definition of a trade secret and some of which do not, the UTSA abrogates claims only to the extent that they are based on a trade secret; separate claims based on other factual allegations survive.[12] These classes of cases are helpful and Burbank could easily fit within those cases comprising the second class. However, as we explained, cases from other jurisdictions cannot substitute for our construction of the relevant Wisconsin Statute.
¶ 33 In sum, we interpret the comment in the legislative history, our Minuteman holding and the three classes of cases from other jurisdictions as support of our interpretation that the plain language of Wis. Stat. § 134.90(6)(a) and (b)2, taken together, are meant to do the following: (1) replace all pre-existing definitions of "trade secret" and remedies for tort claims dependent solely on the existence of a specific class of information statutorily defined as "trade secrets"; and (2) leave available all other types of civil actions that do not depend on information that meets the statutory definition of a "trade secret." Therefore, any civil tort claim not grounded in a trade secret, as defined in *794 the statute, remains available to Burbank. Accordingly, we overrule the contrary conclusion of the court of appeals, and we withdraw language from any case that relied on the holding of Burbank in regard to § 134.90(6)(a) and (b)2. See, e.g., Aon Risk Servs., Inc. v. Liebenstein, 2006 WI App 4, ¶ 10, 289 Wis.2d 127, 710 N.W.2d 175.
C. Wisconsin Stat. § 943.70(2)
¶ 34 We also interpret Wis. Stat. § 943.70, the computer crimes statute, to ascertain if Burbank has stated a claim under the statute sufficient to survive summary judgment review. The language of § 943.70(2), under which Burbank makes its claim, is as follows:
Offenses against computer data and programs. (a) Whoever willfully, knowingly and without authorization does any of the following may be penalized as provided in pars. (b) and (c):
1. Modifies data, computer programs or supporting documentation.
2. Destroys data, computer programs or supporting documentation.
3. Accesses computer programs or supporting documentation.
4. Takes possession of data, computer programs or supporting documentation.
5. Copies data, computer programs or supporting documentation.
6. Discloses restricted access codes or other restricted access information to unauthorized persons.
¶ 35 Burbank argues that the phrase "other restricted access information" means any information to which access is somehow restricted, including the substantive information contained within a computer's database. We disagree. First, Burbank contends that Sokolowski improperly disclosed confidential information to the other defendants that had been stored on its computer. It does not allege that he obtained the information from Burbank's computer without authorization. However, in order to potentially come within the ambit of para. (2)(a), Sokolowski must have taken the information "willfully, knowingly and without authorization."
¶ 36 Second, we note that subd. (2)(a)6 does not use the term "data" as do subds. 1, 2, 4 and 5. Yet it appears that Burbank's complaint is centered on an alleged taking possession of Burbank's data. "Data" is defined in Wis. Stat. § 943.70(1)(f) as follows:
[A] representation of information, knowledge, facts, concepts or instructions that has been prepared or is being prepared in a formalized manner and has been processed, is being processed or is intended to be processed in a computer system or computer network. Data may be in any form including computer printouts, magnetic storage media, punched cards and as stored in the memory of the computer. Data are property.
Subdivision (2)(a)4 addresses the taking of data. However, as noted above, Sokolowski would have had to take possession of the data without authorization in order to contravene subd. 4 and Burbank makes no such allegation.
¶ 37 We interpret the phrase "other restricted access information" in subd. (2)(a)6 as referring to another type of information that is not "data," yet is critical to the protection of computers. We do so because "restricted access codes" is joined with "other restricted access information" in the statute by "or," such that their function within the statute is to act as alternatives. They apply to the same general proscription of impermissible computer access. The former phrase is more specific about the vehicle for access and *795 the latter more general. A plain reading of terms stated in the alternative leads us to conclude that subd. 6 was meant to prohibit disclosing information that would permit unauthorized persons to access restricted or confidential information. There has been no allegation that Sokolowski provided information to others that would permit them to access Burbank's computer system.
¶ 38 We note that the legislative history supports the plain meaning of Wis. Stat. § 943.70, as it did with Wis. Stat. § 134.90. Subdivision (2)(a)6 of § 943.70 was not a part of the original version of § 943.70. The legislature added that provision in 1983 Wisconsin Act 438. The drafting records reveal that then Deputy Attorney General, Ed Garvey, in a memo dated January 30, 1984 to Representative Gary Johnson and Senator Mordecai Lee, suggested the addition of the subd. 6 to § 943.70 "to correct an oversight in the original law." His memo indicates the Department of Justice's concern with attempted and actual penetration of computer systems through restricted access codes and other information that facilitated access.[13]
The provision was originally drafted as follows:
Discloses information which he or she knows may enable another person to access data, computer programs or supporting documentation without authorization. This subdivision applies only if another person actually gains that access. 1983 A.B. 695 Draft at 2. However, in the course of drafting amendments, it was changed to the current version:
Discloses restricted access codes or other restricted access information to unauthorized persons.
1983 Wis. Act 438, § 5. And finally, the Legislative Reference Bureau's statement of purpose supports our plain reading of subd. (2)(a)6: "The bill prohibits a person from wilfully and without authorization disclosing to another person how to access data, computer programs or supporting documentation." 1983 A.B. 695 Draft, LRB analysis.
¶ 39 In sum, we agree with the court of appeals' construction of Wis. Stat. § 943.70(2)(a)6, that it prohibits the unauthorized disclosure of codes, passwords or other information that grants access to restricted-access systems. Burbank Grease, 278 Wis.2d 698, ¶ 45, 693 N.W.2d 89. We also agree with the court of appeals' conclusion that the statute was not meant to criminalize the disclosure of all types of information that could be stored on a computer, when that information was obtained with authorization in the first instance. Id. Burbank's interpretation of the statute would create the overly broad result of criminalizing any unauthorized disclosure of information that had once been stored on a computer that had restricted access, even though the individual had authorization to access the information when he obtained it. Nothing in the statute suggests that is what the legislature meant to do.
*796 D. Summary Judgment Review
1. General principles
¶ 40 Appellate review of summary judgment decisions involves several steps. We first review the complaint to determine if it states a claim for relief. Westphal v. Farmers Ins. Exch., 2003 WI App 170, ¶ 9, 266 Wis.2d 569, 669 N.W.2d 166. We then examine the answer to see if it joins issues of fact or law. Id. Once we have concluded that the complaint and answer join issue, we examine the moving party's affidavits to determine if they make a prima facie showing that it is appropriate to grant summary judgment to the movant. Id. Summary judgment is proper if "there are no genuine issues of material fact and [one] party is entitled to judgment as a matter of law." Baumeister v. Automated Prods., Inc., 2004 WI 148, ¶ 11,277 Wis.2d 21, 690 N.W.2d 1; see also Wis. Stat. § 802.08(2). In evaluating the evidence, we draw all reasonable inferences from the evidence in the light most favorable to the non-moving party. Grams v. Boss, 97 Wis.2d 332, 339, 294 N.W.2d 473 (1980).
2. The pleading of civil law claims
¶ 41 We begin by examining Burbank's civil law claims against Sokolowski, United Grease and United Liquid that are not based on a statutorily-defined trade secret, to determine if all facts pleaded were proved true whether Burbank would be entitled to relief. Westphal, 266 Wis.2d 569, ¶ 9, 669 N.W.2d 166. The remaining claims are: (1) Sokolowski breached the duty of loyalty he owed to Burbank as its agent; (2) United Grease and United Liquid knowingly aided and abetted Sokolowski's breach of his duty of loyalty; (3) all defendants unlawfully interfered with Burbank's business relationships; and (4) all defendants conspired to unlawfully interfere with Burbank's business relationships.
¶ 42 A claim for the breach of an agent's duty of loyalty may sound both in tort and in contract. See Aon, ___ Wis.2d ___, ¶ 8, 710 N.W.2d 175, 2006 WI App 4; Harman v. La Crosse Tribune, 117 Wis.2d 448, 454-55, 344 N.W.2d 536 (Ct. App.1984). When such a claim is made against an employee, the first question is whether the agent has a fiduciary relationship with the employer. Burg v. Miniature Precision Components, Inc., 111 Wis.2d 1, 7-8, 330 N.W.2d 192 (1983). If the employee is a "key employee," then a fiduciary duty of loyalty will exist. Aon, 289 Wis.2d 127, ¶ 26, 710 N.W.2d 175, 2006 WI App 4 (citing <