City and County of Honolulu

The plaintiff, G Co., a printing company, sought to recover damages from the defendants T Co., a rival printing company, and H, a former employee of G Co., in connection with H's alleged theft and use of G Co.'s trade secret information and other intellectual property for the benefit of T Co. H, as an employee of G Co., had access to confidential, proprietary, and trade secret information belonging to G Co. When H became an employee of T Co., while she was still employed by G Co., she allegedly brought documents belonging to G Co. to her office at T Co. and used the information therein to solicit and divert customers from G Co. to T Co. After G Co. commenced the action, T Co. filed a third-party complaint against the third-party defendants, R and L, both officers of G Co., for indemnification. T Co. alleged, inter alia, that R and L had a duty to preserve the confidentiality of G Co.'s assets, and that R and L breached their duties as officers of G Co. because they had authorized H to work from home and to have access to the sensitive information at issue. The trial court granted R and L's motion to strike T Co.'s third- party complaint, from which T. Co. appealed to this court. Held that the trial court properly granted R and L's motion to strike T Co.'s revised third-party complaint, as T Co. could not prevail on its claim that it was entitled to indemnification for T Co.'s alleged use of G Co.'s stolen confidential information because R and L did not undertake reasonable efforts to prevent H from stealing G Co.'s confidential information; moreover, to the extent that R and L owed G Co. a fiduciary duty to protect its confidential information, that duty was entirely different from H's duty not to steal G Co.'s confidential information, as well as T Co.'s duty not to use that confidential information once it became aware that such information had been stolen. Argued October 18, 2023—officially released June 11, 2024