Ulloa v. Qsp, Inc.

Present: Lacy, Keenan, Koontz, Kinser, Lemons, Agee, JJ., and
Compton, S.J.

RENÉ ULLOA
OPINION BY
v. Record No. 050095 JUSTICE LAWRENCE L. KOONTZ, JR.
January 13, 2006
QSP, INC.

FROM THE CIRCUIT COURT OF HENRICO COUNTY
Catherine C. Hammond, Judge

In this appeal, we consider whether the trial court

erred in sustaining a jury verdict in favor of the

plaintiff for breach of contract and in granting an award

of $691,099.05 in attorneys’ fees, costs, and expenses to

the plaintiff when the jury awarded no damages on any of

its claims.

BACKGROUND

QSP, Inc., a subsidiary of Reader’s Digest

Association, Inc., provides goods and services to schools

and other non-profit organizations to assist them in

conducting their fundraising campaigns. QSP conducts its

business through sales representatives who work within a

prescribed territory to develop and maintain business

relationships with school officials and other customers.

QSP hired René Ulloa as such a sales representative in July

1992.
 Upon being employed by QSP, Ulloa signed an employment

contract which provided that he “recognize[d] and

acknowledge[d] that the goodwill and patronage of the

accounts of QSP . . . are solely the property of QSP and

that information concerning the identity and size of and

contacts at such accounts and the identity of other

employees of QSP . . . are the confidential business

information of QSP.” To protect QSP’s business information

and interests, the employment contract included

confidentiality, no-solicitation, and non-competition

provisions that would apply to Ulloa for twelve months

after he stopped working for QSP.

These contractual provisions bound Ulloa in various

ways. Ulloa could not disclose the identity, size, and

contacts of accounts, the identity of QSP employees, or

QSP’s business practices. He also could not contact or

solicit for his own benefit any QSP customer that he

serviced, work for any QSP competitor in his territory, or

commit any act that would harm QSP’s goodwill or disparage

QSP’s relationships with its customers.

The employment contract also contained a provision

which is of particular significance in this appeal.

Pursuant to that provision, in relevant part, Ulloa agreed

2
that “if I violate this Agreement . . . I will be

responsible for all attorneys’ fees, costs and expenses

incurred by QSP by reason of any action relating to this

Agreement.” (Emphasis added.)

Ulloa serviced customers in a territory encompassing

over thirty different localities and stretching from

Charlottesville in the west through Richmond to the

Northern Neck region in the east. Ulloa was very

successful generating sales in his territory and enjoyed

considerable financial success working for QSP. Ulloa’s

success made his services marketable within the fundraising

industry, and he began to explore employment opportunities

with other companies. On April 14, 2003, Ulloa resigned

from QSP and went to work for Great American Opportunities,

Inc. (Great American), a direct competitor of QSP in the

fundraising business.

QSP learned that Ulloa had appropriated confidential

information pertaining to QSP’s business and had contacted

his QSP accounts in violation of his employment contract.

As a result, QSP filed a bill of complaint in the Circuit

Court of Henrico County against Ulloa. The bill of

complaint contained, among others, three claims: (1)

breach of contract; (2) statutory business conspiracy under

3
Code § 18.2-499 et seq.; and (3) misappropriation of trade

secrets in violation of the Uniform Trade Secrets Act, Code

§ 59.1-336 et seq. QSP sought injunctive relief, monetary

damages, and an award of reasonable attorneys’ fees and

costs.

Ulloa, in turn, concluded that QSP had contacted his

QSP accounts before he had resigned and had told them that

he was no longer servicing these accounts. Consequently,

Ulloa filed a cross-bill containing, among others, a

statutory business conspiracy claim and a breach of

contract claim. QSP did not seek a hearing for a

preliminary injunction. By order entered on March 9, 2004,

the case was transferred from the chancery to the law side

of the trial court’s docket.

The parties conducted extensive discovery. Each stage

of the litigation was protracted and contentious; numerous

motions were filed and hearings held. In the process,

attorneys’ fees for both parties accrued in substantial

amounts. At the start of the May 3, 2004 jury trial, the

parties agreed to a procedure for determining any award of

attorneys’ fees. The parties agreed that each party would

present evidence regarding the asserted amount of accrued

attorneys’ fees, and the jury would decide only whether

4
attorneys’ fees should be awarded. The parties further

agreed that the trial court ultimately would fix the amount

of any fee award in a post-trial proceeding. QSP presented

evidence that it had incurred attorneys’ fees in the amount

of “approximately” $770,000 through April 2004.

During the trial, QSP introduced evidence that

supported its claims against Ulloa. Specifically, that

evidence showed that Ulloa, two days prior to his

resignation, had faxed to Great American a hand-drawn map

of his QSP territory containing names and directions to QSP

accounts and the amounts and types of sales made to these

accounts. Subsequently, in a letter ruling on post-trial

motions, the trial court characterized the map as “clear

proof of breach and deception by Ulloa.” QSP also

introduced evidence that Ulloa had given Great American a

copy of his QSP customer list, the sales breakdown for his

QSP territory in Virginia, and information concerning QSP’s

business in Florida.

At the conclusion of the evidentiary stage of the

trial, the parties agreed to a set of jury instructions.

Without objection from Ulloa, the trial court instructed

the jury on QSP’s breach of contract claim as follows:

The issues in this case are was there a
contract between the parties. If there was, did
5
 Mr. Ulloa breach it. If QSP is entitled to
recover, what is the amount of its damages, if
any. On these issues, QSP has the burden of
proof.

You shall find your verdict for QSP if they
have proved by a greater weight of the evidence
that there was a contract and Mr. Ulloa breached
the contract.

You shall find your verdict for Mr. Ulloa if
QSP fails to prove any of the two elements.

Counsel jointly drafted a special verdict form which

was submitted to the jury with the agreement of both

parties. The top section of the form listed QSP’s three

claims and in adjacent blanks permitted the jury to render

its verdict whether QSP had proven a particular claim by

recording a check mark in the “yes” blank or the “no”

blank. The next section provided spaces for the jury to

put dollar amounts indicating the jury’s award of damages

on each claim. The last section provided a space for the

jury to put a check mark indicating the jury’s award of

reasonable attorneys’ fees on each claim. The remaining

portion of the verdict form used the identical format for

Ulloa’s counterclaims.

The jury returned verdicts for QSP on all of its

claims against Ulloa, and a verdict for Ulloa on his

business conspiracy claim against QSP by recording a check

mark in the appropriate “yes” blanks. The jury rendered a
6
“no” verdict on Ulloa’s breach of contract claim. The jury

specifically awarded “0” damages to both parties on each of

their successful claims. However, the jury also checked

the appropriate spaces awarding reasonable attorneys’ fees

to both parties on these claims.

The parties filed eight post-trial motions which the

trial court addressed in an opinion letter dated August 20,

2004. The trial court first set aside the business

conspiracy verdicts for both parties.1 As a result no

verdict in favor of Ulloa or Ulloa’s corresponding claim

for an award of attorneys’ fees remained before the trial

court.

The trial court then addressed Ulloa’s motion to set

aside the breach of contract verdict in favor of QSP.

Ulloa contended that QSP could not recover for breach of

contract because the jury awarded no damages on that claim.

The trial court denied Ulloa’s motion. The court reasoned,

in part, that attorneys’ fees were recoverable by QSP as

1
Consistent with Code § 18.2-500, the jury instructions
required the jury to find proof of injury and proof that the
injured party suffered damages as a predicate to a verdict on a
business conspiracy claim. The jury’s finding of such a
conspiracy without damages in each instance was contrary to the
jury instructions. Under Rome v. Kelly Springfield Tire Co.,
217 Va. 943, 948, 234 S.E.2d 277, 281 (1977), the verdicts were
invalid as a matter of law.
7
damages in this case based on the particular language of

the parties’ employment contract regarding the payment of

QSP’s attorneys’ fees.

Finally, the trial court addressed QSP’s motion for

attorneys’ fees, costs, and expenses. Over Ulloa’s

objection, the trial court granted QSP’s motion for a total

award of $691,099.05.2 The trial court noted that the jury

had returned favorable verdicts for QSP on each of its

three claims against Ulloa, concluding “any of which

supports an award of attorneys’ fees.” With regard to the

breach of contract and the misappropriation of trade

secrets claims, the trial court found that QSP had an

“unambiguous right” to recover attorneys’ fees pursuant to

the attorney-fee provision in Ulloa’s employment contract.

Regarding the amount of fees QSP requested, the trial court

stated that it examined the time records of QSP’s counsel

and the supporting expert opinion as to the services

2
The attorneys’ fees requested by QSP were $638,000 and the
costs and expenses were $53,099.05. As we have noted, the
employment contract refers to “attorneys’ fees, costs and
expenses” while Ulloa refers to the amount awarded as
“attorneys’ fees.” The obvious distinction is not significant
to our resolution of this appeal. For brevity we will simply
refer to the total award of $691,099.05 as “attorneys’ fees”
hereafter.

8
involved and found that the services and charges were

reasonable.

The trial court entered its final judgment order,

incorporating its prior opinion letter, on October 12,

2004. We awarded Ulloa this appeal on the issues whether,

in the absence of an award for damages, the trial court

erred in sustaining the jury’s verdict for breach of

contract, and whether the trial court erred in awarding

attorneys’ fees under the circumstances of this case.

DISCUSSION

We first address the question whether the jury’s

verdict against Ulloa for breach of contract absent a

finding of damages should have been set aside by the trial

court.

We have recently stated that “[t]he elements of a

breach of contract action are (1) a legally enforceable

obligation of a defendant to a plaintiff; (2) the

defendant’s violation or breach of that obligation; and (3)

injury or damage to the plaintiff caused by the breach of

obligation.” Filak v. George, 267 Va. 612, 619, 594 S.E.2d

610, 614 (2004). Notwithstanding this bedrock principle,

it is equally well-settled that parties to a contract may

specify the events or pre-conditions that will trigger a

9
party’s right to recover for the other party’s breach of

their agreement. Indeed, we have remained “ ‘committed to

the view that parties may contract as they choose so long

as what they agree to is not forbidden by law or against

public policy.’ ” Coady v. Strategic Resources, Inc., 258

Va. 12, 17, 515 S.E.2d 273, 275 (1999) (quoting Chesapeake

& Potomac Telephone Co. v. Sisson & Ryan, Inc., 234 Va.

492, 503, 362 S.E.2d 723, 729 (1987)). No statute or

public policy is implicated by the contract at issue here

that would countervail the parties’ freedom to eliminate

damages as a required element of a breach of contract

action. Accordingly, the focus of our analysis is to

determine whether the parties in fact agreed to modify the

traditional elements of a breach of contract action so as

to permit QSP to obtain a valid breach of contract verdict

in the absence of a finding of damages.

In that regard, Ulloa is bound by his agreement to the

jury instructions given to the jury as the law of this

case. Simmons v. Miller, 261 Va. 561, 576 n.3, 544 S.E.2d

666, 675 n.3 (2001); King v. Sowers, 252 Va. 71, 77, 471

S.E.2d 481, 484 (1996); Owens-Illinois, Inc. v. Thomas

Baker Real Estate, Ltd., 237 Va. 649, 652, 379 S.E.2d 344,

346 (1989) (“It is well settled that instructions given

10
without objection become the law of the case and thereby

bind the parties in the trial court and this Court on

review.”). With regard to whether a valid breach of

contract verdict would require proof of damages, the jury

was instructed that “[y]ou shall find your verdict for QSP

if [it] proved by a greater weight of the evidence that

there was a contract and Mr. Ulloa breached the contract.”

The jury was instructed further that “[y]ou shall find your

verdict for Mr. Ulloa if QSP failed to prove any of the two

elements.” (Emphasis added.) As so instructed, the jury

was not required to determine whether QSP had proven

damages prior to rendering a verdict in favor of QSP.

Thus, under the law of this case, the jury was not required

to determine that QSP had proven damages in order to render

its verdict in favor of QSP on its breach of contract

claim. The record clearly establishes that there was a

valid employment contract between the parties and that

Ulloa breached that contract. Accordingly, the trial court

did not err in sustaining the breach of contract verdict in

favor of QSP.

We turn now to the issue whether the trial court erred

in awarding attorneys’ fees as requested by QSP pursuant to

the parties’ contract in the amount of $691,099.05 under

11
the circumstances of this case. The thrust of Ulloa’s

contentions is that the trial court erred in granting any

award to QSP because the jury awarded “0” damages to QSP

and, therefore, QSP was not a “prevailing party” on any of

its claims against Ulloa.

QSP responds with three contentions. Initially, QSP

contends that it was not required under the terms of the

parties’ contract to obtain a judgment that Ulloa had

breached that contract or violated the Uniform Trade

Secrets Act in order to be entitled to an award of

attorneys’ fees. Next, QSP contends that its favorable

verdicts on those two claims “provide an independent basis

for an award of fees” under the parties’ contract.

Finally, QSP contends that:

The trial court also properly awarded QSP
its fees associated with its action against Ulloa
for business conspiracy. Under the Agreement,
Ulloa was obligated to pay QSP’s fees for any
legal action related to his violation of the
Agreement. As noted in QSP’s submissions to the
trial court, each of these counts were intimately
intertwined and depended upon a common factual
basis. Thus, it was entirely proper for the
trial court to make its fee award.

Under the so-called “American rule,” a prevailing

party generally cannot recover attorneys’ fees from the

losing party. Lee v. Mulford, 269 Va. 562, 565, 611 S.E.2d

349, 350 (2005). However, parties are free to draft and
12
adopt contractual provisions shifting the responsibility

for attorneys’ fees to the losing party in a contract

dispute. Mullins v. Richlands National Bank, 241 Va. 447,

449, 403 S.E.2d 334, 335 (1991). In this case, the fee-

shifting provision in the parties’ contract clearly placed

the burden upon Ulloa to pay reasonable attorneys’ fees

“incurred by QSP in any action relating to this agreement.”

QSP’s breach of contract claim unquestionably qualifies as

“any action relating” to the parties’ contract under the

language of that fee-shifting provision and as we have

already stated, QSP obtained a favorable jury verdict on

that claim based on the law of the case. Therefore, with

regard to QSP’s breach of contract claim, the trial court

did not err in determining that QSP was entitled to

attorneys’ fees pursuant to the parties’ contract.

We are of opinion, however, that QSP’s

misappropriation of trade secrets claim does not qualify as

“any action relating” to the parties’ contract as

contemplated by the contract’s fee-shifting provision. The

Uniform Trade Secrets Act provides a statutory remedy for

the misappropriation of trade secrets, including the award

of attorneys’ fees when it is shown that the

misappropriation is “willful and malicious.” Code

13
§ 59.1-338.1. A successful claim under the Act, including

an award of attorneys’ fees, is therefore not dependent

upon provisions contained in a contract between the

parties. Here, under the procedure adopted by the parties,

QSP and Ulloa submitted the issue of an award of attorneys’

fees to be determined under the fee-shifting language of

their contract. That language expressly limits “any

action” to one “relating” to their agreement and thereby

excludes an independent action such as one under the Act.

(Emphasis added.) Accordingly, the trial court erred in

determining that QSP was entitled to attorneys’ fees

pursuant to the parties’ contract.3

The question then becomes whether the amount granted

by the trial court was reasonable under the circumstances

of this case. In addressing that question, we have

explained that “a fact finder may consider, inter alia, the

time and effort expended by the attorney, the nature of the

services rendered, the complexity of the services, the

value of the services to the client, the results obtained,

whether the fees incurred were consistent with those

3
Because the attorneys’ fees at issue were awarded under
the fee-shifting provisions of the parties’ contract, the issue
of an award of attorneys’ fees under the Act is not before us in
this appeal.
14
generally charged for similar services, and whether the

services were necessary and appropriate.” Chawla v.

BurgerBusters, Inc., 255 Va. 616, 623, 499 S.E.2d 829, 833

(1998). The amount of the fee award rests within the sound

discretion of the trial court, and we give deference to the

judgment of the trial court upon appellate review. Coady,

258 Va. at 18, 515 S.E.2d at 276. However, we have stated

that under contractual provisions such as these a party is

not entitled to recover fees for work performed on

unsuccessful claims. Chawla, 255 Va. at 624, 829 S.E.2d at

833.

With regard to our resolution of the question of

reasonableness of the amount of the award of attorneys’

fees to QSP, we disagree with Ulloa’s contention that QSP

was not a prevailing party on its breach of contract claim.

The jury returned its verdict on that claim in favor of QSP

and, under the procedure agreed to by the parties,

indicated on the verdict form that it found QSP to be

entitled to reasonable attorneys’ fees on that claim.

Armed with that verdict, QSP was the prevailing party. See

Sheets v. Castle, 263 Va. 407, 413, 559 S.E.2d 616, 620

(2002) (adopting Black’s Law Dictionary definition of

15
“prevailing party” as a “party in whose favor a judgment is

rendered, regardless of the amount of damages awarded”);

see also Chase v. DaimlerChrysler Corp., 266 Va. 544, 548-

49, 587 S.E.2d 521, 523 (2003) (equating “prevailing party”

with “successful party”).

In this case, however, the results obtained by QSP in

its litigation against Ulloa can be characterized, at best,

as marginally successful. QSP obtained a favorable verdict

on its breach of contract claim, but it was awarded no

monetary damages. Additionally, the trial court had

imposed monetary sanctions against QSP as a result of its

conduct during discovery.

In addition to the results obtained by QSP, it is

equally significant to the reasonableness of the amount of

the award, as QSP rightfully concedes, that this amount was

based in part on fees associated with QSP’s business

conspiracy claim against Ulloa.4 The jury verdict obtained

by QSP on this claim was set aside by the trial court.

Clearly then QSP was not successful on that claim and was,

4
In its memorandum in support of its motion filed in the
trial court for an award of $691,099.05, QSP maintained that a
“reasonable allocation of fees” within that total would be
“$430,500 for the Breach of Contract claim; $50,500 for the
Business Conspiracy claim; [and] $50,500 for the Trade Secrets

16
therefore, not entitled to recover any amount of attorneys’

fees associated with prosecuting that claim against Ulloa.

Similarly, as we have explained above, QSP was not entitled

under the parties’ contract to recover any amount of

attorneys’ fees associated with prosecuting its trade

secrets claim against Ulloa.

Under these circumstances, the amount of the award

totaling $691,099.05 cannot stand, and we will reverse the

judgment of the trial court granting an award in that

amount. We will remand the case to the trial court so that

it may reconsider the amount to be awarded to QSP. In

doing so, we stress that we do not question the hourly

rates charged by QSP’s attorneys. We are not persuaded,

however, that simply because all of QSP’s claims “were

intimately intertwined and depended upon a common factual

basis” that QSP was relieved of the burden to establish to

a reasonable degree of specificity those attorneys’ fees

associated with its breach of contract claim against Ulloa.

CONCLUSION

For these reasons, we will reverse the judgment of the

trial court and remand this case with instructions that the

claim.” We express no view of the reasonableness of that
allocation.
17
trial court reconsider the amount of its award of

attorneys’ fees consistent with the views expressed in this

opinion.

Affirmed in part,
reversed in part,
and remanded.

JUSTICE LEMONS, with whom JUSTICE AGEE and SENIOR JUSTICE
COMPTON join, concurring in part and dissenting in part.

I concur with the majority opinion except with respect

to the award of attorney’s fees and I respectfully dissent

from the portion of the opinion that limits the attorney’s

fee award and remands the case for further proceedings.

We begin with the proposition that these well-

represented parties chose the language of their contract.

Familiar principles govern the interpretation of contract

disputes. When the terms of the contract are clear and

unambiguous, a court construes those terms according to

their plain meaning. American Spirit Ins. Co. v. Owens,

261 Va. 270, 275, 541 S.E.2d 553, 555 (2001);

Bridgestone/Firestone, Inc. v. Prince William Square

Assocs., 250 Va. 402, 407, 463 S.E.2d 661, 664 (1995).

Additionally, this Court “will not insert by construction,

for the benefit of a party, a term not express in the

contract.” American Spirit, 261 Va. at 275, 541 S.E.2d at

18
555 (quoting Lansdowne Development Co. v. Xerox Realty

Corp., 257 Va. 392, 400, 514 S.E.2d 157, 161 (1999)).

Words that the parties employ in the agreement are

normally given their usual, ordinary, and popular meaning.

D.C. McClain, Inc. v. Arlington County, 249 Va. 131, 135-

36, 452 S.E.2d 659, 662 (1995). No word or clause in the

contract will be treated as meaningless if a reasonable

meaning can be given to it, and there is a presumption that

the parties have not used words needlessly. Id. Finally,

this Court construes contracts as a whole, without giving

emphasis to isolated terms. American Spirit, 261 Va. at

275, 541 S.E.2d at 555.

The award of attorney’s fees in this case is governed

by the language used by the parties in their contract and

our prior interpretation of the breadth of that language.

Paragraph 5 of the “Confidentiality, No-Solicitation and

Non-Competition Agreement,” provided that:

[René Ulloa] will be responsible for all
attorneys’ fees, costs and expenses incurred by
QSP by reason of any action relating to this
Agreement, and that QSP will be entitled to such
additional relief that a court deems appropriate.

Consequently, our focus must be upon the meaning of

the phrase “any action relating to this Agreement.”

Significantly, the majority engages in no analysis of the
19
meaning of the phrase; however, our prior cases are not

only instructive, they are dispositive.

In McMullin v. Union Land & Management Co., 242 Va.

337, 410 S.E.2d 636 (1991), we considered the scope of an

arbitration clause contained in a partnership agreement and

held that the clause was broad enough to cover a partner’s

claim for services. Id. at 341-42, 410 S.E.2d at 638-39.

The issue in dispute was whether the claim conformed to a

provision in the agreement stating that partners would be

compensated for their services to the partnership only if

the partners contracted for such compensation. We stated

that the language “relating to this agreement” is very

broad, and that such a clause “ ‘is not limited to disputes

over the terms of the contract or to disputes arising

during the performance of the contract.’ ” 242 Va. at 341,

410 S.E.2d at 638 (quoting Maldonado v. PPG Industries,

Inc., 514 F.2d 614, 616 n.6 (1st Cir. 1975)). Rather,

“ ‘[b]road language of this nature covers contract-

generated or contract-related disputes between the parties

however labeled.’ ” Id. (quoting Maldonado, 514 F.2d at

616). Furthermore, we held that the language “relating to”

a contract is “ ‘broader than a clause covering claims

‘arising out of’ a contract.’ ” Id. (quoting International

20
Talent Group, Inc. v. Copyright Management, Inc., 629

F.Supp. 587, 592 (S.D.N.Y. 1986)). We ultimately concluded

that because the litigants must refer to the “services”

provision in resolving the controversy, the dispute fell

within the language of the arbitration clause covering any

claim “relating to this Agreement.” Id. at 341-42, 410

S.E.2d at 638; see Signal Corp. v. Keane Fed. Sys., Inc.,

265 Va. 38, 44-45, 574 S.E.2d 253, 256-57 (2003) (holding

that an action for breach of a ‘no-hire’ provision was

within the scope of the arbitration provision’s language

“arising under or related to” because resolving the

conflict required referring to the contract).

Considering the language used by the parties in their

contract, the broad scope of that language has already been

confirmed by this Court in prior decisions. However, the

majority looks to Code § 59.1-338.1 in support of its

conclusion that the award of attorney’s fees for the

misappropriation of trade secrets claim “does not qualify

as ‘any action relating’ to the parties’ contract as

contemplated by the contract’s fee-shifting provision.”

The majority then concludes that "[a] successful claim

under the Act, including an award of attorney's fees, is

therefore not dependent upon provisions contained in a

21
contract between the parties." However, QSP is not seeking

fees under the Act, but pursuant to their contract. The

error of the majority's conclusion is evident by its

failure to cite, much less adhere to, the provision of Code

§ 59.1-341, which states in part:

B. This chapter does not affect:

1. Contractual remedies whether or not
based upon misappropriation of a trade
secret; or
2. Other civil remedies that are not
based upon misappropriation of a trade
secret; or
3. Criminal remedies, whether or not
based upon misappropriation of a trade
secret.

This Code provision clearly contradicts the majority’s

conclusion that a “successful claim under the Act,

including an award of attorneys’ fees, is therefore not

dependent upon provisions contained in a contract between

the parties.” Apparently, the majority concludes that any

attorney’s fees awarded because of work on a Uniform Trade

Secrets Act claim must be controlled by the Act itself and

precludes an award on any other basis than the terms of the

Act. However, proper analysis and application of the

Uniform Trade Secrets Act indicates that, pursuant to Code

§ 59.1-341(B)(1), the parties may contract for an award of

attorney’s fees, as they have in the instant case, and the

22
contract will be enforced irrespective of the attorney’s

fees provision of the Act. It is particularly important to

note that Code § 59.1-341(B)(1) provides for enforcement of

such contractual remedies “whether or not based upon

misappropriation of a trade secret.”

In conclusion, QSP should have the benefit of its

bargain and the contractual terms should be enforced as we

have previously construed the language contained therein.

The term “related to” has broader scope than “arising out

of.” Clearly, the trade secrets claim was “related to” the

contract. Indeed, the trade secrets were what the contract

was all about. Nothing in the Uniform Trade Secrets Act

prohibits the enforcement of the contract provision on

attorney's fees. Indeed, the Act itself affirms the duty

of this Court to enforce the contract as written.

Additionally, the statutory conspiracy claim was “related

to” the contract. In my view there is no reason to remand

the case for modification of the attorney’s fee award. I

would affirm the trial court’s judgment in its entirety.

23