Full opinion text
ORDER AND OPINION RE DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT ON ALL CLAIMS ' BASED ON DISCLOSURE OR USE OF ALLEGED TRADE SECRETS OR CONFIDENTIAL INFORMATION BRAZIL, United States Magistrate Judge. I. PRINCIPAL ISSUE ADDRESSED While defendants’ motion -for summary judgment and plaintiffs opposition constrain us to confront many questions, by far the most difficult and significant issue that we address is this: under California law, when a cause of action accrues against a given defendant for misappropriation of some alleged trade secrets or confidential information, does the statute of limitations also begin to run from that time on possible claims against the same defendant for misappropriation of other alleged trade secrets or confidential information, without regard to whether there is evidence that the defendant has disclosed or used any of those other alleged secrets? This is an issue of first impression. We do not suggest that its resolution would be the same in all factual settings. In the circumstances presented here, however, where all the alleged trade secrets (or confidential information) are related to one highly specialized' and complex product whose features and components are interdependent, where plaintiff alleges that all the trade secrets (or confidential information) were acquired during the same period, by the same two defendants, and from the same source (plaintiff), where all the alleged misappropriations were committed in connection with the development by those same defendants of one or two similar products for a known competitor, and where misappropriation of those alleged trade secrets as to which the statute clearly has run would have constituted such a clear breach of the confidential relationship that a plaintiff who had actual or constructive knowledge of the misappropriation would have been on notice that its other confidences were at risk, we hold that when the statute of limitations began to run on claims for misappropriation of some of the alleged trade secrets it simultaneously began running as to claims for alleged misappropriations of the other, related secrets, even if no acts of misappropriation of the other secrets had yet occurred. After describing the procedural and factual background in which we are working, we address the first and more straightforward portion of defendants’ motion, i.e., -the contention that, given the jury’s findings, plaintiff is forever barred by the statute of limitations from litigating any claims arising out of misappropriations of any of the six design ideas (alleged trade secrets) that were the subject of the trial in November and December of 1992. We then turn to the substantially more demanding issue described in the preceding paragraph. For reasons we detail in sections that follow, we GRANT defendants’ motion for SUMMARY JUDGMENT, holding that the statute of limitations bars prosecution against these defendants of any claims arising out of or dependent on any alleged misappropriation of any of the alleged trade secrets or confidential information reached by plaintiffs claims in this litigation. Having so held, we have no-occasion to reach defendants’ second contention, that the doctrine of res judicata also bars prosecution of any claim arising out of misappropriation of the alleged trade secrets or confidential information. II. PROCEDURAL AND FÁCTUAL BACKGROUND Plaintiff first sued these same defendants in 1985. In that earlier litigation, plaintiff alleged that defendants Pless and Sweeney were duty bound not to disclose alleged, trade secrets and confidential information about an implantable defibrillator on which Pless and Sweeney had worked while employed at Intermedies. Plaintiff further alleged that Pless and Sweeney had violated their duties to Intermedies by disclosing alleged secrets about the implantable defibrillator to Ventritex and by participating in a conspiracy with Ventritex to misappropriate those secrets. In addition, Intermedies asserted that Ventritex had induced Pless and Sweeney to breach their obligations to Intermedies by disclosing it trade secrets or confidential information about its implantable defibrillator to Ventritex and that Ventritex also was guilty of misappropriation. In sum, the 1985 complaint alleged breaches by these same defendants of the same duties that underlie the allegations in the instant action. Moreover, those breaches purportedly arose out of misappropriations of secrets related to the same project that is the subject of this case (the implantable defibrillator project). After limited discovery, the parties to that earlier action agreed to participate in an informal audit process that' was designed to give plaintiff, through a former employee (William Winstrom) and its outside counsel, an opportunity to determine whether defendants had in fact misappropriated any of the secrets to which plaintiff laid claim. After Mr. Winstrom completed his audit, using a list of trade secrets prepared by plaintiff but somehow lost during the intervening years, plaintiff elected to dismiss its first lawsuit, with prejudice. That dismissal was effective April 10, 1986. More than four years later, on April 23, 1990, plaintiff filed the instant action against the same defendants, pressing claims, among others, of the same general character that plaintiff had pressed in the earlier litigation. More specifically, the complaint in this action includes causes of action for misappropriation' of trade secrets and confidential information, breach of contract, breach of fiduciary duty, unfair competition, inducement to breach contractual obligations and fiduciary duties, and civil conspiracy. The viability of each of these state law claims turns on whether plaintiff can prove that certain design ideas (all of which were features or aspects of an implantable arrhythmia control device) were its trade secrets or confidential information and that defendants misappropriated them. During the pretrial period plaintiff had some difficulty deciding how many separate design ideas it would claim as its trade secrets and how to articulate or define those ideas. In the spring of 1991 plaintiff presented a list of some 39 alleged trade secrets. In the fall of that year, however, plaintiff recrafted its list, adjusting the phraseology describing some of its alleged trade secrets and adding claims, so that the list of allegedly misappropriated trade secrets had grown to fifty (50). Later, plaintiff further refined its list by adding yet another alleged trade secret. In the Spring of 1992 plaintiff deleted two of the design ideas from the list, then, some weeks later, announced that it would pursue claims based on only 37 of the alleged trade secrets. As the case development process proceeded it became clear to the court that the subject matter of each alleged trade secret was extremely technical (involving dimensions or features of sophisticated electronic micro-circuitry) and that resolving the issues raised by the trade secret claims would require the trier of fact to comprehend an intimidating new vocabulary as well as esoteric scientific and engineering literature. In the'court’s view, it was unrealistic to ask one jury in one trial to attempt to absorb, comprehend, and organize all the technical and nontechnical evidence that it would have been necessary to admit if we were to attempt to try all the different state law claims based on all the 37 alleged trade secrets in one setting. Thus, the court ordered a staged adjudicatory process in which the first trial would be limited to the liability issues (not damages) with respect to only six of the alleged trade secrets. The court permitted plaintiff to select any four of its alleged trade secrets for this first trial; defendants selected from plaintiffs list the remaining two alleged secrets that would be the subject of the trial. Before the parties selected the design ideas for this first trial the court expressly admonished counsel that this first adjudication of the issues raised by the claim's and defenses related to the six design ideas might well have preclusive effects on issues related to other design ideas or even for the patent aspects of the case. In response to pretrial motions, the court ruled that California law would control disposition of all statute of limitations issues with respect to all claims arising out of or dependent on alleged misappropriations of trade secrets or confidential information. Order, filed 10/30/92. The court also ruled that Texas law would control disposition of the substantive liability issues, e.g., would fix the definition of a “trade secret” and of “misappropriation.” Id. Results of the 1992 Jury Trial Between November 17, 1992 and December 15, 1992, the court presided over a jury trial in which the parties litigated liability issues as to six of the alleged trade secrets (design ideas number 4, 13, 22, 25, 36, and 43). Responding to special interrogatories after all the evidence and argument had been presented, the jury made the following findings of fact: 1. Defendants had proved that William Winstrom acted as Intermedies’ agent when he conducted the audit of Ventritex in March of 1986. (Special Interrogatory 1); 2. Plaintiff failed to prove that any of the six design ideas was “secret” at the time that Mr. Pless and Mr. Sweeney stopped working for Intermedies (June of 1985) (Special Interrogatories I.A.I., II.A.1., III.A.1., IV.A.1., V. A.I., VI.A.1.); 3. Defendants proved-that all six of the design ideas were disclosed in documents that were available to William Winstrom during the March 1986 audit (Special Interrogatories I.F.I., II.F.l., III.F.l., IV.F.l., V.F.I., VI. F.l.); • 4. Defendants proved that all six of the design ideas were disclosed in documents that were available to Intermedies and its counsel or that were discoverable by Intermedies and its counsel in the earlier lawsuit (Special Interrogatories I.F.2., H.F.2., III. F.2., IV.F.2., V.F.2., VI.F.2.); 5. Ventritex proved, by a preponderance of the evidence, that, after August 10, 1992’, no reasonable person who had access to the information about the claims in this case that was available to Intermedies and its counsel could have believed that there was any merit in any of the six trade secret misappropriation claims against Ventritex. (Special Interrogatories I.D.14.a., II.D.14.a., III.D.14.a., IV. D.14.a., V.D.14.a., VI.D.14.a.); 6. Ventritex proved, by clear and convincing evidence, that, after August 10, 1992, the dominant and driving purpose that led Intermedies to continue the claim 'that Ventritex misappropriated design idea 43 was improper. (Special Interrogatory VI.D.14.b.). ' The jury concluded that Ventritex had not proved by clear and convincing evidence that such a purpose drove prosecution of the other five trade secret misappropriation claims against Ventritex '■ after August . 10, 1992. (Special Interrogatories I.D.14.b:, II.D.14.b., III.D.14.b., TV.D.14.b., V.D.14.b.) . There is ample evidence in the trial record to support these jury findings. III. GIVEN THE JURIES’ FINDINGS, . DEFENDANTS ARE ENTITLED TO JUDGMENT AS A MATTER OF LAW THAT, BEFORE PLAINTIFF FILED THE INSTANT ACTION, THE STATUTE OF LIMITATIONS HAD RUN ON ALL CLAIMS ARISING OUT OF OR DEPENDENT ON ALLEGED MISAPPROPRIATION OF THE DESIGN IDEAS THAT WERE THE SUBJECT OF THE 1992 TRIAL During the jury trial late last year Intermedies pressed claims against defendants Pless and Sweeney on several different legal theories with respect to each of the six design ideas that were made the subject of those proceedings. Intermedies attempted to prove that each design idea was a trade secret or, failing that, was at least confidential information, and that unauthorized disclosure or use of each design idea simultaneously established liability for misappropriation of a trade secret or confidential information as well as for breach of both contractual and fiduciary obligations. The claims that Intermedies pre.ssed against defendant Ventritex during the 1992 trial included misappropriation of trade secrets or confidential information, unfair competition under California Business and Professions Code section 17200 et seq., and inducing defendants Pless and Sweeney to misappropriate trade secrets or confidential information (again, in the form of the six design ideas) and to breach contractual and fiduciary obligations. Intermedies also presented at trial its claim that all three of the defendants participated in a conspiracy to misappropriate the six design ideas. Through their motion for summary judgment, defendants assert that the jury’s findings compel the conclusion that, before plaintiff filed the instant action on April 23, 1990, the statute of limitations had run in favor of all three defendants on each of plaintiffs theories with respect to each of the six alleged trade secrets. We divide the discussion in this part of this opinion into three sub-sections. In the first sub-section we analyze the statute of limitations issues as they relate to all the claims (causes of action) against defendants Pless and Sweeney that are dependent on alleged misappropriation of the six design ideas that were the subject of the 1992 trial, except the cause of action sounding in civil conspiracy, which we discuss separately as to all three defendants (including Yentritex) in the last subsection, (C.), of this part. In the second sub-section we discuss the statute of limitations issues as they relate to all claims (causes of action) against defendant Ventritex that are dependent on alleged misappropriation of the six design ideas, again except the cause of action sounding in civil conspiracy. We address separately in the third subsection the civil conspiracy cause of action against all three defendants, presenting two different bases for granting defendants’ motion for summary judgment on this legal theory. A. The Statute of Limitations Bar to the Claims (Other than Civil Conspiracy) Against Defendants Pless and Sweeney that Are Dependent on Alleged Misappropriation of the Six Design Ideas Under California law, the longest, applicable statute of limitations for any of the causes of action (with the arguable exception of the conspiracy claim) against defendants Pless and Sweeney is four years, and that is for the breach of contract claim. Cal.Civ. Proc.Code § 337 (Deering 1991). The statute of limitations for the claims alleging misappropriation of trade secrets and/or confidential information, and for the claims alleging breach of fiduciary duties, is three years. Cal.Civ.Code § 3426.6 (West Supp.1993); Unif. Trade Secrets Act, Prefatory Note, 14 U.L.A. 435 (1990) (noting that one of the principal contributions of the Uniform Trade Secrets Act (“UTSA”) is to establish “a single statute of limitations for the various property, quasi-eontractual, and violation of fiduciary relationship theories of noncontractual liability utilized at common law.” (emphasis added)). The statute of limitations for these kinds of claims begins to run when the cause of action accrues. Because ‘misappropriation’ (unauthorized disclosure or use) of the design ideas is the essential alleged wrong that gives rise to each of plaintiffs different causes of action, we haye assumed that the “discovery” rule that California has adopted for fixing the point of accrual of causes of action sounding in misappropriation also applies, in the circumstances of this case, to Intermedies’ other state law claims (e.g., breach of contract and breach of fiduciary duty). Since the longest statute of limita-, tions period for any of the claims against Pless and Sweeney (with the arguable exception of the conspiracy claim, which we discuss below in a separate section) is four years for breach of contract, these defendants will be protected by the statute of limitations as against all of plaintiffs state law claims (with the possible exception of conspiracy) if the jury’s findings of fact compel the conclusion that plaintiff had discovered or in the exercise of reasonable diligence should have discovered facts which, under plaintiffs view of the case, could have given rise to misappropriation claims with respect to the design ideas in issue more than four years before plaintiff filed the instant action, i.e., more than four years before April 23, 1990. The jury found that all six of the .design ideas that plaintiff claims are its trade secrets or confidential information were in fact disclosed in documents available to William Winstrom, Intermedies’ agent, in March 1986, and were in fact available to, or discoverable by, Intermedies and its counsel in the earlier lawsuit that Intermedies dismissed with prejudice on April 10, 1986, a lawsuit in which Intermedies claimed that these same defendants had misappropriated its implantable defibrillator trade secrets by disclosing them to Ventritex. Since, in the jury’s view, the same six design ideas that Intermedies claims in this action are its implantable defibrillator trade secrets were disclosed in Ventritex documents that were either shown to or readily discoverable by plaintiff before April 10, 1986, and since it was plaintiffs position in that first suit, and continued to be plaintiffs position in the case at bar, that plaintiffs implantable defibrillator trade secrets made their way to Ventritex via Messrs. Pless and Sweeney, it necessarily follows that before April 10, 1986, plaintiff either had discovered, or, in the exercise of reasonable diligence should have discovered, facts which, in plaintiffs eyes, give rise to the same causes of action for misappropriation, breach of contract and breach of fiduciary duty that plaintiff seeks to pursue in this litigation. Thus, the jury’s findings, amply supported by the evidence, compel the conclusion that before April 10, 1986 plaintiff had (literally or constructively) all the information it needed to bring the' same state law claims it brings here against Messrs. Pless and Sweeney. Since April 10, 1986 is more than four years before plaintiff filed the instant action it seems to us clear that the statute of limitations bars the misappropriation, breach of contract, and breach of fiduciary duty claims against these two defendants that are based on alleged unauthorized disclosure or use of any of the six design ideas that were the subjects of the 1992 trial. Despite the compelling character of this straightforward line of reasoning, plaintiff interposes a multitude of strained counterarguments. The argument that plaintiff presses most, from two or three different angles, is, essentially, that the jury’s findings show that the statute of limitations could not have begun running in the spring of 1986 because, under those findings, plaintiff could not have established liability on any of the claims that would have been based on the six design ideas. If the design ideas were not secret, the argument runs, plaintiff could not have established a right to relief based on misappropriation or on breach of any contractual or fiduciary duty. This argument, which at a superficial level seems logical enough, proceeds from a premise that is fundamentally wrong. That premise is that a “cause of action” cannot “accrue” for statute of limitations purposes unless and until it is clear that a plaintiff has, as a matter of historical fact, a winning claim, i.e., until a plaintiff is in a position to present evidence which will (regardless of what evidence the defense musters) establish facts which make liability a legal certainty. This simply is not the law. See, e.g., Ashton-Tate Corp. v. Ross, 916 F.2d 516 (9th Cir.1990) and Whittaker Corp. v. Execuair, 736 F.2d 1341, 1344-46 (9th Cir.1984) (upholding summary judgment based on lower courts’ findings that statute of limitations presented complete bar to claim, without reaching merits of misappropriation claim). Nor could this be the law without defeating some of the most important purposes of statute of limitations doctrine and turning litigation relationships upside down. As defendants state in their reply, if we were to accept Intermedies’ argument, “there would be no statute of limitations for specious or unsupportable claims, only for claims which are ultimately proved to have merit.” Defendants’ Reply Memorandum and Opposition to Plaintiffs Countermotion, p. 5,.filed Mar. 4, 1993 (hereinafter “Defendants’ Reply”). Moreover, under plaintiffs theory, a defendant could successfully invoke the statute of limitations only by proving, in trial, that at an earlier time, outside the limitations period, plaintiff would have established liability if it had litigated the matter to judgment. Defendant, in other words, would be required to litigate against herself the plaintiffs stale claim, introducing the evidence that plaintiff would have introduced in the hypothetical eairlier litigation, then introducing the evidence that she as defendant would have presented, and then asking the jury to find that she (as defendant) would have lost. This scenario obviously would impose sociologically impossible strains on parties. Moreover, it would defeat critical purposes of statute of limitations doctrine. It would make it impossible for defendants to use the statute to avoid the burdens, disruptions, and potential unfairness of going through litigation that should have been commenced much earlier. It also would compel courts to conduct trials on a stale evidentiary base, thus creating considerable risk of unreliable and unjust results. In a modest variation on the theme just rejected, plaintiff also insists that we cannot find that the statute began running before April of 1986 because no cause of action could have accrued without proof of damages, or of some other judicially cognizable form of injury, and, argues plaintiff, there has not been and could not be a finding that, before April 23, 1986, plaintiff suffered, as a result of acts by defendants, the necessary damages or injury. For the reasons set forth in the preceding paragraph, we decline to hold that a defendant is required to prove that a plaintiff actually suffered cognizable harm in order to invoke the statute of limitations. We also point out that on plaintiffs theory of the case, plaintiff indisputably had a color-able claim of the requisite level of harm in the spring of 1986. If the design ideas truly had been trade secrets, their disclosure to Ventritex, whose only reason for existence was to develop as quickly as possible a product that would compete directly with plaintiffs implantable defibrillator, necessarily would have entailed sufficient harm to support a claim, at least for equitable relief. See e.g., Whittaker, 736 F.2d at 1345 (finding that even the old requirement of appreciable harm was satisfied at the time the defendant, a competitor of plaintiff, acquired plaintiffs alleged trade- secrets). A trade secret, by definition, has value. Its value, again by definition, derives from competitors not knowing it. One of the principal forms of value in trade secrets of the kind in issue here, as Intermedies has contended for years, revolves around the notion of a commercial “head start”. The holder of a genuine trade secret enjoys a head start that it would lose if a competitor learned its secret. It follows that if any of the six design ideas in issue had been trade secrets in 1985-86, they would have had value that would have been reduced by disclosure to a competitor. That is a kind of harm that clearly would have been sufficient to support judicial relief, as plaintiff argued vigorously in the 1985 litigation. See, e.g., Hyde v. Huffines, 158 Tex. 566, 314 S.W.2d 763, 778-79 (1958) (where the Texas Supreme Court affirmed the granting of an injunction to prevent a person who had gained knowledge of trade secrets in confidence from exploiting the economic advantage or “head start” gained thereby, even after the issuance of a patent had made the trade secrets public knowledge). We also reject Intermedies’ apparently frivolous argument that the statute of limitations has not run because misappropriation of trade secrets is a continuing tort. As we ruled earlier in this action, under California’s choice of law principles we must apply California statute of limitations law in the circumstances of this case. California’s statute of limitations for claims based on alleged misappropriation of trade secrets is set forth in Civil Code section 3426.6, which adopts an identical provision of the UTSA. Section 3426.6 expressly rejects the continuing tort theory, stating: “For the purposes of this section, a continuing misappropriation constitutes a single claim.” Cal.Civ.Code § 3426.6 (West Supp.1993); see also Ashton-Tate Corp. v. Ross, 916 F.2d 516 (9th Cir.1990). In the comments to this section of the UTSA the drafters make the point even more clearly: “This Act rejects a continuing wrong approach to the statute of limitations but delays the commencement of the limitation period until an aggrieved person discovers or reasonably should have discovered the existence of misappropriation. If objectively reasonable notice of misappropriation exists, three years is sufficient time to vindicate one’s legal rights.” Unif. Trade Secrets Act § 6, Comment, 14 U.L.A. 462 (1990). Moreover, even before the California legislature adopted the UTSA, the state’s courts had rejected the continuing tort theory for claims based on misappropriation of trade secrets. See Monolith Portland Midwest Co. v. Kaiser Aluminum & Chemical Corp., 407 F.2d 288 (9th Cir.1969) and Whittaker Corp. v. Execuair Corp., 736 F.2d 1341 (9th Cir.1984). Intermedies attempts to avoid this result by insisting that the law of Texas, rather than California, should determine whether to treat trade secret claims as “continuing wrongs.” While we have ruled, earlier in this case, that California’s choice of law rules require us to use Texas’ substantive law in adjudicating, the -merits of plaintiffs trade secret claims, and thus to determine whether plaintiff had protectable interests in its design ideas and, if so, whether defendants committed acts of misappropriation, it does not follow that we should resolve the issues of whether misappropriation is a continuing wrong by applying. Texas law. The only context in the case at bar in which the notion of a “continuing wrong” has ■ any play is in resolving the statute of limitations issue. Because we have ruled that California law must govern disposition of statute of limitations issues, we would contradict our own choice of law holdings if we were to look to Texas law to resolve this question. And if Texas law resolved the issue differently than it would be resolved under California principles, we would frustraté the purposes of California choice of law doctrine if we were to follow Texas law. It may be worth noting, however, that we would reject plaintiffs argument even if we were inclined to look to Texas law on this point. We believe that Texas courts also would reject the continuing wrong theory. Intermedies argues that “[bjecause the continuing tort doctrine is logically connected with § 757, Restatement of Torts, it is more likely than not that Texas courts would apply the continuing tort doctrine in determining when an action for trade secret misappropriation accrues.” Plaintiffs Memorandum in Opposition to Defendants’ Motion for Entry of Summary Judgment, filed Feb. 24,1993, p. 14 (hereinafter “Plaintiffs Opposition”). We find this argument unpersuasive. Whether a jurisdiction accepts or rejects the continuing tort theory has more to do with whether the jurisdiction views the principal interest protected by its trade secret law as “property” or as “confidential relationships” than with whether the jurisdiction follows the- Restatement of Torts. Cf. Monolith, 407 F.2d 288 with Underwater Storage, Inc. v. United States Rubber Co., 371 F.2d 950 (D.C.Cir.1966), cert. den., 386 U.S. 911, 87 S.Ct. 859, 17 L.Ed.2d 784 (1967). Moreover, contrary to plaintiffs suggestions, we believe that jurisdictions which apply section 757 of the First Restatement are likely to reject the continuing tort doctrine. This follows because the Restatement clearly rejects the notion that the interest protected ■ by trade secret law is some species of “property”. Instead, Comment a. to section 757 explicitly declares: “The suggestion that one has a right to exclude others from the use of his trade secret because he has a right of property in the idea has been frequently advanced and rejected. The theory that has prevailed is that the protection is afforded only by a general duty of good faith and that the liability rests upon breach of this duty; that is,-breach, of contract, abuse of confidence or impropriety-in the method of ascertaining the secret.” Restatement (First) of Torts § 757, comment a. (emphasis added), It also' is significant that plaintiff has not been able to cite a. single opinion from a Texas court that adopts the continuing tort theory in a misappropriation of trade secrets case. And while no Texas court has so explicitly rejected the theory that we can say there is absolutely no room to raise the question, there is implicit support for our inference that Texas has rejected the continuing wrong position in at least three reported Texas cases. In K & G Oil Tool & Service Co. v. G & G Fishing Tool Service, the Supreme Court of Texas appeared to reject the “property” theory of protection of trade secrets when it stated that “[t]he basis of the trade secret case is a ‘breach of contract or wrongful disregard of confidential relationships.’ ” 158 Tex. 594, 314 S.W.2d 782, 787 (1958) (citations omitted). On the same day, the same Texas court decided Hyde v. Huffines, declaring that the gravamen of a trade secret misappropriation claim is a “breach of confidence.” 158 Tex. 566, 314 S.W.2d 763, 771 (1958). Finally, in J.C. Kinley Co. v. Haynie Wire Line Service, Inc., a Texas appellate court affirmed the trial court’s holding that “appellants’ cause of action is barred by the applicable statute of limitations, as suit was not brought within two years of the occurrence of the first breach.” 705 S.W.2d 193,198 (Tex.App.1985) (citation omitted) (emphasis added). Thus, even if Texas law were applicable, which it is not, plaintiff could not avoid the bar of the statute of limitations on the trade secret claims by invoking the continuing wrong doctrine. Intermedies next insists that even if we reject the continuing tort theory in connection with its trade secret claims, we should adopt the functional equivalent of that theory in connection with Intermedies’ breach of contract claims. Intermedies makes this argument even though, under its theory of the case, if there were any breaches of contract they would consist entirely of the same acts of misappropriation of trade secrets or confidential information that would be barred by the statute of limitations applicable to trade secret claims. Undaunted by the fact that permitting these same claims to go to trial under a contract theory would frustrate the legislature’s judgment about how the statute of limitations should operate for trade secret cases, Intermedies insists that we treat each act of unauthorized disclosure or use of a trade secret or business confidence, i.e., each act that allegedly constitutes a breach of contract by Pless or Sweeney, as a separate wrong that gives rise to a separate breach of contract cause of action for purposes of the statute of limitations. Intermedies has failed to provide the court with any precedential or persuasive authority for applying this continuing wrong doctrine to its breach of contract claims. One of the opinions on which plaintiff seems to rely most is Computer Data Systems, Inc. v. Kleinberg, 759 F.Supp. 10 (D.D.C.1990). Intermedies claims that the Computer Data Systems court “addressed this issue squarely.” Plaintiffs Opposition, p. 15. As we read this opinion, however, it has nothing to do with trade secrets, much less a contractual agreement not to disclose trade secrets. In Computer Data Systems defendants brought a counterclaim alleging that plaintiff breached a licensing agreement by attempting, to reduce its royalty obligations by selling'software programs in packages instead of separately. Computer Data Systems, 759 F.Supp. at 17. The district court faced the question of whether, for purposes of the statute of limitations, it should treat each sale of the programs separately or whether it should treat all the sales as one ongoing wrong. Id. Focusing on the nature of the obligations created by the kind of contract in issue, the court noted that each sale of a program covered by the contract created a severable royalty obligation, and that each such obligation became due within thirty days of the end of the calendar quarter in which the sale was made. Thus, counter-claimant suffered a separate harm each- time a royalty was underpaid. The court held that “each allegedly wrongful sale constituted] a unique transaction or occurrence which [stood] on its own for -statutory limitations purposes.” Id. Plaintiff contends that its breach of contract claims in this case are analogous to the claims made in Computer Data Systems. Somewhat more specifically, Intermedies claims that each of its trade secrets is valuable and that Intermedies suffered a distinct harm each time Pless or Sweeney disclosed or used any one of its trade secrets or any item of its confidential information. It follows, according to Intermedies, that “each wrongful disclosure of a trade secret gives rise to a new cause of action for breach of contract against Pless and Sweeney for statutory limitations purposes.” Intermedies’ Opposition, p. 16. The difficulty with Intermedies’ argument is that it fails to take into account the material differences between the case at bar and Computer Data Systems with respect to both the kinds of contracts involved and the kinds of interests the contracts sought to protect. The contract involved in Computer Data Systems explicitly created an independent payment obligation each time a sale was made. Thus, the licensee might well have honored the terms of the contract with respect to 19 of the first 20 sales, and with respect to all sales after the twentieth, but have breached with respect to that twentieth sale. That one breach would give rise,' foreseeably, to a cause of -action only for the harm caused by the one breach, a harm that the parties understood would be readily separable and measurable in a straightforward mathematical calculation. Thus, the contract in Computer Data Systems created a series of separable obligations, each of which stood on its own terms, and the content of each of which was known in advance to both parties. In the case at bar, in sharp contrast, what the contracts created was not a tidy series of separate payment obligations, but a confidential relationship, a duty to care in good faith for plaintiffs proprietary interests. Those interests covered a wide spectrum of matters (from operational plans to anticipated market moves to technical information and scientific know how) and, importantly, were never systematically identified by plaintiff for defendant. Rather, as its witnesses testified at trial, Intermedies believed that defendants were in a better position than plaintiff to know what technical matter qualified as Intermedies’ confidential information, so Intermedies was compelled to rely on defendants’ general obligation to protect in good faith Intermedies’ unspecified and unidentified' interests. Since these interests covered such a wide range of matters, and since, as the evidence in the 1992 trial showed, many of the technical trade secrets were closely related and reached overlapping material, it would have been impossible in advance either to isolate separate breaches or to foresee and calculate the economic harm each such breach might entail. Thus, the obligations imposed by the contracts were, of necessity, abstract and devoid of specifics. That fact reinforces the conclusion that fundamentally the contracts in our case had to be about relationships, loyalty, and good faith. These are unitary rather than readily divisible kinds of interests, and it was foreseeable that any breach of these obligations would jeopardize all the disparate and undefined matter the obligations reached. Given these realities, we cannot hold that the contracts in issue in our case created a series of discrete, severable obligations as to which separate breaches could be readily identified. Without such severability, the parties could not reasonably have expected each act that arguably could be separated from others to give rise to a separate cause of action.and a new period of limitations. • • Moreover, we agree with defendants that it would be “anomalous” to reject the continuing tort doctrine for purposes of Intermedies’ claims of misappropriation of trade secrets or confidential information, but to accept an analogous “continuing breach” doctrine for purposes of the breach of contract claims that are based on the same alleged misappropriations. We emphasize again that California authorities, legislative and judicial, have insisted that the basis for liability under trade secret causes of action is breach of a confidential relationship. Faced with the issue pressed here by plaintiff, we believe that California courts would perceive no principled basis for treating differently, with respect to the statute of limitations, a confidential relationship that is implied by law and one that is created by a written instrument. See R. Milgrim, Milgrim on Trade Secrets, § 7.04[2], p. 7-61 (1992) (Discussing the time of the wrong for purposes of the statute of limitations without distinguishing between whether “a party is bound by contract or law to neither use nor disclose certain trade secretsf.]”). B. The Statute of Limitations Bar to the Claims (Other than Civil Conspiracy) Against Defendant Ventritex that Are Dependent on Alleged Misappropriation of the Six Design Ideas Intermedies claims; with respect to the six design ideas that were the subjects of the 1992 trial, that defendant Ventritex misappropriated its trade secrets, violated California’s unfair competition statute, induced defendants Pless and Sweeney to misappropriate trade secrets or confidential information and in so doing to breach contractual and fiduciary obligations. Intermedies also claims that all the defendants participated in a conspiracy to misappropriate trade secrets. For defendant Ventritex, the longest arguably applicable statute of limitations (with the possible exception of the conspiracy claim, which we discuss separately in the next section) is the four years for the unfair competition claim. Under California law, the claims that Ventritex induced Pless and Sweeney to breach their fiduciary duties and contractual obligations are governed by California Civil Procedure Code section 339, which establishes a two year statute of limitations for “an action upon- a contract, obligation or liability not founded upon an instrument in writing____” Cal.Civ.Proc. Code § 339, subd. 1 (Deering 1991). The claim for misappropriation is governed by the three year statute of limitations in Civil Code section 3426.6. Cal.Civ.Code § 3426.6 (West Supp.1993). Because the unfair competition claim and the inducement claims are based on the misappropriations that are the subject of the trade secret claims, we have given Intermedies, with respect to these other state law causes of action, the benefit of the “discovery” rule that the California legislature has made part of the statute of limitations for misappropriation claims. Our rulings assume, in other words, that the statute of limitations on the inducement and the unfair competition claims does not begin to run until plaintiff discovered or in the exercise of reasonable diligence should have discovered facts which, under plaintiffs view of the case, could have given rise to the inducement or unfair competition claims. Under these assumptions, the longest statute of limitations period for any of plaintiffs claims against Ventritex is four years for unfair competition, and that period would commence when Intermedies discovered or should have discovered the facts that could support its misappropriation claim. Thus, Ventritex is protected by the statute of limitations against the non-conspiracy claims if it is clear, under the jury’s findings of fact, that Intermedies had discovered, or in the exercise of reasonable diligence should have discovered, facts which could have supported plaintiffs misappropriation claims against Ventritex with respect to the six design ideas more than four years before Intermedies filed the instant action. Under Whittaker Corp. v. Execuair Corp., 736 F.2d 1341 (9th Cir.1984), the statute of limitations principles that apply in a misappropriation action against a party who allegedly breached directly a confidential relationship also apply in a misappropriation action against a third party, like Ventritex, who never had a confidential or contractual relationship with plaintiff. In Whittaker, the Ninth Circuit addressed the question of “when a cause of action for misappropriation by a third party of material communicated in confidence between two other parties arises under California law.” 736 F.2d at 1345. Citing Monolith and Davies, the Whittaker court held that the cause of action against a third party for misappropriation of trade secrets accrued when the plaintiff “became aware that [defendant] acquired the drawings alleged to be trade secrets.” Id. The Ninth Circuit stated that, for accrual purposes, there was no reason to distinguish between wrongful acquisition of a trade secret by a third party who does not have a confidential relationship with plaintiff and wrongful disclosure of a trade secret by a party who stands in a confidential relationship with plaintiff. Id. Because Whittaker directs us to treat defendant Ventritex the same way we have treated defendants Pless and Sweeney for purposes of the statute of limitations, the reasoning set forth in the paragraphs above compels us to conclude, except with respect to the conspiracy claim, which we discuss separately, that the statute of limitations bars all of the claims that plaintiff seeks to assert against Ventritex based on any of the six trade secrets that were the subject of the 1992 trial. C. The Conspiracy Claims That Are Related to the Six Design Ideas that Were the Subject of the 1992 Trial For reasons elaborated below and in the next part of this opinion, we discuss separately the fate of plaintiff's allegations that all three defendants participated in a civil conspiracy to misappropriate its trade secrets. There is a straightforward basis for entering judgment on this cause of action with respect to the six design ideas that were the subject of the 1992 trial. Since the jury found that none of the six design ideas constituted a trade secret or confidential information at the time defendants Pless and Sweeney stopped working for Intermedies, and since the necessary essence of the allegedly unlawful object of the conspiracies as pled by plaintiff is unauthorized disclosure and/or use of trade secrets or confidential information, the jury’s findings eliminate the possibility that plaintiff could prove a necessary element of the conspiracy claims with respect to the six design ideas that were the subject of the 1992 trial. It follows that defendants are entitled to judgment as a matter of law on the conspiracy claims. As a separate, independent basis for granting defendants’ motion, we also hold that the statute of limitations would bar plaintiffs pursuit of the conspiracy claims with respect to these six design ideas even if they had been ‘secret’ when Pless and Sweeney left plaintiffs employ. We are constrained to discuss separately the statute of limitations issues raised by the conspiracy allegations because, under California law, the statute of limitations on civil conspiracy claims generally is said not to begin running until completion of the last overt act committed in furtherance of the conspiratorial goal. Wyatt v. Union Mortgage Co., 24 Cal.3d 773, 786-789, 157 Cal. Rptr. 392, 598 P.2d 45 (1979). Since plaintiff asserts that the object of the alleged conspiracy was to misappropriate trade secrets or confidential information, and since the limitations period for conspiracy claims is fixed by reference to the limitations period for the kind of wrong that is alleged to be the object of the conspiracy, Maheu v. CBS, Inc., 201 Cal.App.3d 662, 673, 247 Cal.Rptr. 304 (1988), it would appear that plaintiff would not be barred from pursuing this conspiracy claim by the statute of limitations unless it filed this suit more than three years after it discovered or should have discovered the commission by one or more of the defendants of the last overt act in furtherance of the goal of misappropriating the six design ideas. The jury’s findings compel the conclusion, with respect to the six alleged trade secrets in issue here, that before April 23, 1986, Intermedies discovered, or in the exercise of reasonable diligence should have discovered, that acts that would constitute misappropriation, under plaintiffs theory, had been committed by the defendants. Since plaintiff had alleged in the original 1985 lawsuit that these same defendants had formed a conspiracy whose purpose was to misappropriate alleged implantable defibrillator confidences, plaintiffs discovery of the acts that would constitute the misappropriation would trigger the statute of limitations (and bar the present claims) but for the theory that the statute does not begin running until commission of the last overt act in furtherance of the alleged conspiracy. Plaintiff contends, not surprisingly, that defendants committed additional acts of misappropriation of the six design ideas well after April 23,1986, and that plaintiff neither knew nor could have known about these subsequent wrongful acts until well into the period that is immune from attack under the statute of limitations. We hold, however, that even if true, these contentions cannot insulate plaintiff from the bar of the statute of limitations. The principal rationale for this holding has two related components. The first of these components is that under the jury’s findings plaintiff knew or should have known, at the time it dismissed the first suit, that the goal of the alleged conspiracy already had been largely achieved, certainly with respect to the six design ideas that were the subject of the 1992 trial. This follows in part because, for purposes of California statute of limitations law, misappropriation is not a continuing wrong, meaning, among other things, that the essence of the cause of action is fully mature (the essence of the actionable wrong has been committed) when the first real breach occurs in the confidential/fiduciary relationship that gives rise to the duty to protect trade secrets. This view of the essence of the tort of misappropriation makes particularly good sense in cases like ours, where muck of the value of an alleged trade secret is lost, by plaintiffs hypothesis, as soon as a serious competitor simply knows about the secret. Much of the value of the secret, in other words, inheres in the idea itself, and the competitive head start that having the idea provides a plaintiff. Under the jury’s findings, plaintiff knew or readily could have discovered, before it dismissed with prejudice the first suit on April 10,1986, that Ventritex in fact had learned (apparently through Pless and Sweeney) the design ideas that plaintiff contends in the instant action were its trade secrets. The second component of the reasoning that supports our holding that the statute bars plaintiffs conspiracy claims consists of the proposition that once the object of a conspiracy to misappropriate has been essentially achieved, it would strain even civil conspiracy reasoning beyond the breaking point to hold that acts of misappropriation that are repeated or committed after the goal of the conspiracy has been largely achieved sensibly can be characterized as acts “in furtherance” of the original conspiracy. While there is no California authority squarely on point here, there are reported decisions by California courts (discussed below) that recognize that it makes little sense to say that acts committed after the goal of a conspiracy has been achieved were committed “in furtherance” of that conspiracy. California courts have recognized that to determine whether an act is committed in furtherance of a conspiracy, a court first must define the nature and scope of the particular conspiracy. Livett v. F.C. Financial Assoc., 124 Cal.App.3d 413, 418-21, 177 Cal.Rptr. 411 (4th Dist.1981). For assistance in defining the nature and scope of a conspiracy, the Livett court turned to People v. Zamora, 18 Cal.3d 538, 134 Cal.Rptr. 784, 557 P.2d 75 (1976), a California Supreme Court opinion dealing with a criminal conspiracy. As the Livett court pointed out, the reasoning in Zamora also is applicable to a civil conspiracy. Livett, 124 Cal.App.3d at 419, 177 Cal.Rptr. 411 (citing Wyatt, 24 Cal.3d at 787, 157 Cal.Rptr. 392, 598 P.2d 45). In Zamora, the court first “required an identification of the ‘substantive offense which is the primary object of the conspiracy.’ ” Id. (citing Zamora, 18 Cal.3d at 560, 134 Cal.Rptr. 784, 557 P.2d 75). The Zamora court concluded, [Ajcts committed by conspirators subsequent to the completion of the crime which is the primary object of a conspiracy cannot be deemed to be overt acts in furtherance of that conspiracy. Consequently, upon successful attainment of the substantive offense which is the primary object of the conspiracy, the period of the statute of limitations for the conspiracy begins to run at the same time as for the substantive offense itself. Our holding ... simply means that for purposes of the statute of limitations an overt act in furtherance of the conspiracy cannot be committed subsequent to the completion of the object which made the conspiracy unlawful in the first instance. 18 Cal.3d at 560, 134 Cal.Rptr. 784, 557 P.2d 75 (emphasis in'original) (citations and footnotes omitted). While the Zamora court pointed out that its holding would not apply when a claim involved something that the law would deem “truly a ‘continuing conspiracy’,” (Id. at 538, n. 21, 134 Cal.Rptr. 784, 557 P.2d 75, emphasis in original), the Zamora reasoning seems especially compelling in a case like the one at bar, where the law has explicitly rejected the suggestion that the tort that allegedly constituted the object of the conspiracy, misappropriation of trade secrets,.should be deemed a “continuing” wrong. It is of considerable significance that under California law, for purposes of the statute of limitations, the wrong in issue here has been committed when the first act of misappropriation occurs, i.e., when a defendant commits the first act in breach-of his duty of confidentiality, and that subsequent additional acts of misappropriation are not deemed new “wrongs” that give rise to new limitations periods, but are of significance only in calculating damages. Thus, we hold that the wrong that plaintiff alleges was the essential object of the conspiracy had been committed, if at all, before April 10, 1986, and that, under the jury’s findings, by that date plaintiff had discovered, or should have discovered, the facts that it now contends constitute that wrong. We further hold that any subsequent additional acts of misappropriation of the trade secrets cannot be considered “in furtherance” of the alleged conspiracy- and therefore are irrelevant to fixing the point where the statute of limitations on this conspiracy claim began running. It follows that all three defendants are entitled to judgment, as a matter of law, that they are protected by the statute of limitations from any claim sounding in civil conspiracy related to the six' alleged trade secrets that were the subjects of the 1992 trial. IV. THE STATUTE OF LIMITATIONS ALSO BARS PROSECUTION OF CLAIMS ARISING OUT OF MISAPPROPRIATION OF PLAINTIFF’S OTHER ALLEGED TRADE SECRETS OR CONFIDENTIAL INFORMATION To our knowledge, no court has squarely addressed the issue we confront here: under California law, when a cause of action accrues against given defendants for misappropriation of some of plaintiffs alleged trade secrets or confidential information, does the statute of limitations also begin to run from that same time against those same defendants with respect to misappropriations of other alleged trade secréts or confidential information of plaintiffs, even misappropriations that might not occur until a later period? Since there is no controlling authority squarely on point, we must analyze the cases that seem most closely analogous, looking for underlying principles or theories that could guide us to a reliable judgment about how California courts would answer this question. We also must consider the implications (in circumstances like those presented by this case).of each solution option for the policies and interests that California authorities (legislative and judicial) balance and seek to protect through the law of statutes of limitations. As noted at the outset, we do not purport to offer an answer to this question that would necessarily be appropriate in all cases and circumstances; instead, we answer the question in the specific circumstances of the case at bar, acknowledging the possibility that we (and other.courts applying California law) might come to a different conclusion in a dissimilar factiial setting. To reason reliably about this matter, we must begin by reemphasizing that we are applying the law. of a jurisdiction that has squarely rejected the theory that misappro: priation of trade secrets is a species of “continuing wrong.” . This rejection, first visible in judicial pronouncements, then unequivocally repeated by the California legislature when it enacted .its version of the UTS A, has been understood as deriving necessarily from the clear choice made by California authorities about the fundamental character of the underlying interest that California trade secret law is intended to protect. Building from insights and. analytical choices suggested generations ago by Justice Oliver Wendell Holmes, Jr., California authorities have rejected the theory that trade secrets should be treated as forms of “property” and have refused to permit notions imported from the law of property to drive development of trade secret statute of limitations doctrine. Instead, California authorities have insisted that the focus of trade secret law be on the relationship of trust and confidence between a party who holds a trade secret and the parties with whom that secret was shared. This emphasis is clear in Monolith Portland Midwest Co. v. Kaiser Aluminum & Chemical Corp., 407 F.2d 288 (9th Cir.1969), where the .Court of Appeals for the Ninth Circuit quoted from Justice Holmes’ opinion in E.I. Du Pont de Nemours Powder Co. v. Masland, 244 U.S. 100, 37 S.Ct. 575, 61 L.Ed. 1016 (1917) en route to concluding that what California trade secret law protects is “the relationship between the parties at the time the secret is disclosed” and, most significantly for our purposes, that the “fabric of the relationship once rent is not torn anew with each added use or disclosure, although the damage suffered may thereby be aggravated.” Id. at 293. Thus, the fundamental purpose of California trade secret law is to encourage the honoring of confidences shared in such relationships, i.e., to encourage the preservation of the relationships and the protection of the confidences, and to provide parties who are victimized by breáches of those relationships with a remedy. It also is significant, for our purposes, that the decision to ground trade secret doctrine in concern about relationships, rather than in concepts .of property law, appears to be not the product, of analytical .whim but of a fundamental policy choice about how best to balance tensions inherent in trade secret law generally. At the most fundamental level, this tension is between society’s interest in promoting development of economically productive new ideas by providing access to rewards (profits) to those who generate and implement such ideas, on the one hand, and, on the other, society’s interest in not imposing development-retarding, monopolistic, or arbitrary constraints on use of identical ideas by persons who come to them free of the taint of stealing. Thus, the decision to focus on relationships and not to treat trade secrets as “property” apparently reflects a policy choice by California authorities in which interests in promoting freer use of new ideas was elevated at least to some extent over interests in rewarding holders of economically significant secrets. Because they refuse to ground trade secret doctrine in concepts of property law, California authorities are much less likely to resolve issues arising in this, subject area by focusing on the location or fate of information that could be characterized as separate trade secrets than by focusing on the condition or state of the relationship between the holder of the information and the persons to whom the holder imparted it. As Monolith and Ashton-Tate make clear, the courts’ central concern when analyzing statute of limitations questions with respect to alleged misappropriations of trade secrets is with identifying the point at which the first apparent breach of the confidential relationship occurred, or when plaintiff knew or should have known about that first breach. Just as they refuse to hold that each subsequent act of misappropriation of a single trade secret gives rise to a new claim for purposes of the statute of limitations, we believe that California courts, concerned primarily with first breaches of relationships, are not likely to hold, at least absent some unusual and compelling consideration in a given set of facts, that a plaintiff acquires a new cause of action every time a defendant commits an act of misappropriation with respect to a piece of information that is characterizable as a separate trade secret, even though the defendant had only one relationship with the plaintiff and even though the defendant learned all the allegedly secret information through that one relationship. One of the important underpinnings of this inference is our perception that there is no meaningful difference (in either logic or implications for real world interests) in statute of limitations principle between the following two scenarios. In the first scenario, the defendant first breaches a duty of confidence by misappropriating a given trade secret in a way that apparently would cause relatively little economic harm (e.g., through disclosure to a third party who at the time is very weak economically and who might use the secret only in an insignificant product), thus giving the plaintiff little real economic incentive to sue, but later that same defendant misappropriates that same trade secret again, this second time in -a way that obviously would cause huge economic harm to plaintiff (e.g., by helping the same third party, who by now has become very healthy economically and looms as plaintiffs principal competitor, use the same trade secret in a different product, a product that threatens to drive plaintiffs principal product out of the market). - As we understand the relevant California law, the statute of limitations in this first scenario would begin to run as soon as plaintiff discovered, or by the exercise of reasonable dilige