When it comes to business and commerce, Minnesota punches above its weight. Although Minnesota has only 1.7% of the United States population, it ranks third per capita in the number of Fortune 500 companies headquartered in the state. Perhaps for that reason, Minnesota continues to be a hot jurisdiction for trade secret litigation, both in federal and state courts.

Minnesota was the first state to adopt the Uniform Trade Secret Act, in 1980. Minnesota courts have developed a robust body of law over the past four decades interpreting the Minnesota Uniform Trade Secrets Act (MUTSA). Since the federal Defend Trade Secrets Act (DTSA) became law in 2016, Minnesota federal courts have also regularly addressed cases brought under federal trade secret law, largely interpreting the DTSA consistently with the MUTSA. In this update, we discuss recent highlights in trade secret litigation in Minnesota federal and state courts.

Statutory Limits on Non-Competes Increase the Importance of Trade Secret Claims in Employee Mobility Cases

In 2023, Minnesota became the fourth state to ban non-compete clauses in employment contracts. Minn. Stat. § 181.988. Minnesota’s non-compete ban applies to all contracts entered on or after 1 July 2023, with employees or independent contractors. The statute only excepts contracts between business owners in connection with the sale or dissolution of a business. Id., subd. 2(b).

Although the statute bans nearly all non-compete agreements, its definition of “covenant not to compete” excludes non-solicitation agreements, non-disclosure agreements, and agreements “designed to protect trade secrets or confidential information”. Id., subd. 1. We expect that employee mobility litigation in Minnesota will shift increasingly to focus on statutory trade secret claims, along with claims for breaches of non-disclosure and non-solicitation agreements.

Indeed, although the statutory prohibition on employee non-competes is not retroactive, we have seen several high-profile matters involving trade secret claims against former employers over the past three years. For instance, in February 2026, insurance brokerage Brown & Brown brought an action in Minnesota state court against competitor Howden and more than a dozen former Brown & Brown employees, alleging that Howden had led a “corporate raid” by recruiting nearly 300 of Brown & Brown’s employees. In addition to contract and fiduciary duty claims, Brown & Brown brought claims under the MUTSA, alleging that the former employees misappropriated “extensive and highly sensitive customer and potential customer data” and employee compensation information. Complaint, Brown & Brown, Inc. v Howden US Servs., LLC, No 27-CV-26-2742 (Minn. Dist. Ct. Feb. 19, 2026). This trend towards trade secret claims looks set to accelerate in the coming years, as fewer enforceable non-competes remain in effect and employers look for other avenues to challenge competition by former employees.

Identifying Trade Secrets Early – and With Precision – Remains a Key Battleground in Minnesota

In Minnesota, as is true in courts around the country, one of the most fiercely contested issues in trade secret litigation is: what are the trade secrets at issue? Disputes frequently arise not only over what must be disclosed, but also when a plaintiff must identify its alleged trade secrets and how specifically it must do so. The timing and level of detail required for trade secret identification can significantly affect the viability of the claims, the scope of discovery, and the cost of the litigation.

Courts in the District of Minnesota have consistently found that even at the preliminary stages of discovery, “[a] plaintiff must describe its trade secrets with the same specificity expected at summary judgment or trial”. Mednet Sols., Inc. v Jacobson, 2021 WL 6931589, at *2 (D. Minn. Sept. 16, 2021); accord Porus Media Corp. v Midland Brake, Inc., 187 F.R.D. 598, 600 (D. Minn. 1999) (“Ordering the listing of trade secrets at the outset of the litigation is a common requirement.”). Courts routinely require early identification to prevent plaintiffs from using discovery to search for – or redefine – their alleged trade secrets as the case unfolds.

Minnesota courts have also provided guidance as to what “sufficient particularity” means. In Bepex Int’l LLC v Hoskawa Micron BV, No 19-cv-2997, ECF No 97 at 11 (D. Minn. Feb. 4, 2022), the court found that a trade secret plaintiff must disclose sufficient information to allow the defendant to “understand[] the number of trade secrets at issue, the number of each trade secret’s constitutive elements, and the characteristics that make the[] trade secrets, trade secrets”. Id. The court stated that this includes, but is not limited to, “separately listing and describing with precision each alleged trade secret individually, detailing each secret’s exact identity, content, boundaries, scope, and constitutive elements—including a thorough dissection and description of any asserted combination of elements and their relationships to each other within each trade secret—without relying on general, conclusory, generic, or vague phrases”. Id.

The risks of failing to meet these requirements are shown by the more recent decision in Plus One, LLC v Capital Relocation Services L.L.C., No 23-cv-2016, 2025 WL 1692421, at *1 (D. Minn. June 17, 2025). That case involved “a hard-fought trade secret dispute between two industry competitors” that featured what the court described as “metastasizing discovery fights—often focused on the disclosure of the trade secrets [plaintiff] allege[d] against [defendant]”. Id. After the defendant moved to challenge the sufficiency of the plaintiff’s disclosures, the court agreed the plaintiff had not identified its trade secrets with sufficient particularity, ordered an amended trade secret disclosure, and stayed all depositions until it had received supplemental briefing on the sufficiency of the amended disclosure. ECF 149; 153; 224. Before the court ruled on the parties’ supplemental briefing, however, the plaintiff informed the court via a letter of “its intent to narrow the scope of its asserted trade secrets” to address the defendant’s lingering concerns. ECF 228. Based on this representation, the court denied the defendant’s pending motion as moot. Plus One, 2025 WL 1692421, at *1. 

As the court later observed, “the peace was short-lived”. Id. at *2. After the plaintiff served its new disclosure, the defendant filed a new motion, this time to preclude the plaintiff from asserting what it characterised as “new” trade secrets. ECF 238 at 5. The defendant asserted that the promised narrowing had not occurred, and that the plaintiff had instead expanded its trade secrets from 16 to 38. Id. at 6-7. The court agreed and elected to “preclude [plaintiff] from asserting newly identified trade secrets that neither narrow nor streamline the previously identified trade secrets” and that were therefore “contrary to the letter and spirit” of the plaintiff’s letter to the court. ECF 262. As a result, more than half of the plaintiff’s claimed trade secrets were excluded from the case, and the court prohibited any further amendments to its trade secret disclosure “without leave of Court” which would be granted only on a showing of “extraordinary good cause”. Id. at 2-3.

The plaintiff appealed that ruling to the district court, suggesting that the magistrate judge’s preclusion order was dispositive because it struck claimed trade secrets from the case and should be reviewed de novo. Plus One, 2025 WL 1692421, at *1. The district court judge disagreed. Id. at *3. The court held that the magistrate judge’s preclusion order arose from a discovery dispute and did not “dispose of any claim or defense”. Id. The court observed that the preclusion order did “not strip [plaintiff] of any claim” in the case; “at worst”, it could “eventually weaken [plaintiff]’s hand... by limiting further disclosure of new trade secrets”. Id. The district court affirmed the magistrate judge’s order under a clear error review. Id.

The Plus One decision underscores that Minnesota courts expect early trade secret disclosures to be both stable and precise, and they will hold plaintiffs to the positions they take with the court. For in-house counsel, the case is a reminder that over-inclusive or shifting trade secret definitions can lead not just to discovery disputes, but to outright preclusion of core claims.

The Extent to Which the MUTSA Pre-Empts Common Law Causes of Action Remains Unclear

As is standard, the MUTSA contains a pre-emption clause displacing “conflicting tort, restitutionary, and other law of this state providing civil remedies for misappropriation of a trade secret”, with the expected carve-outs for contract claims and civil remedies “not based upon misappropriation of a trade secret”. Minn. Stat. § 325C.07. For decades, courts have followed a baseline rule that to avoid MUTSA displacement, separate causes of action must have “more to their factual allegations than the mere misuse or misappropriation of trade secrets”. Micro Display Sys., Inc. v Axtel, Inc., 699 F.Supp. 202, 205 (D. Minn. 1988).

Like in many other jurisdictions, however, courts have grappled with the application of MUTSA displacement to commonly asserted non-contract claims sounding in misappropriation – ie, claims like tortious interference, conversion, unfair competition, or unjust enrichment that also centre on the misuse or wrongful possession of confidential information for which the plaintiff may also be seeking trade secret relief. Under the “majority” approach to this dilemma, courts elsewhere typically hold that non-contract claims stemming from the same acts as the alleged trade secret misappropriation are pre-empted – notwithstanding any disputes over whether the information is definitionally a trade secret. Firetrace USA, LLC v Jesclard, 800 F.Supp.2d 1042, 1047-49 (D. Ariz. 2010).

Although there remains an absence of binding authority from state and federal appellate courts, most judges interpreting the MUTSA have employed a more lenient standard that departs from the majority approach. Specifically, courts have determined that either: (i) companion claims are not pre-empted so long as they implicate material that the plaintiff has not also claimed as a trade secret; or (ii) following liberal pleading rules, plaintiffs may pursue non-contract claims in the alternative to their trade secret claims – even when they are predicated on the same information – until the court has decided whether the plaintiff’s information qualifies for trade secret protection. See, eg, R. L. Mlazgar Assocs., Inc. v Focal Point, L.L.C., 2024 WL 4544097, at *6 (D. Minn. June 14, 2024); Polaris Indus., Inc. v Mangum, 690 F. Supp. 3d 966, 972-75 (D. Minn. 2023).

Given these trends in displacement, MUTSA plaintiffs may confidently assert common law claims grounded on the misuses of proprietary information, including as a fallback to the possibility of the court finding the information does not qualify for trade secret protection. Still, plaintiffs should be mindful to plead their claims in the alternative, consider any non-trade secret material at issue that will bolster their companion claims, and plead any factual allegations going beyond the mere acts of misappropriation.

Meanwhile, MUTSA defendants should be prepared to defend companion tort claims beyond the pleading stage. In light of the majority approach on displacement and the absence of binding authority on this issue, MUTSA defendants can still argue for a more robust displacement at the motion-to-dismiss stage, with the goal of narrowing plaintiff’s potential avenues of recovery where trade secret protection cannot be established.

Minnesota Applies a Multifactorial Approach to Assessing Reasonable Methods to Maintain Secrecy

The MUTSA follows the model act closely, though one notable difference lies in the definition of a “trade secret”. See Minn. Stat. § 325C.01, subd. 5. The MUTSA contains the same baseline definitional requirements as the model act: a trade secret is (i) not generally known or readily ascertainable; (ii) has value as a result of its secrecy; and (iii) is the subject of reasonable efforts under the circumstances to maintain secrecy. Id. However, the MUTSA adds the following clarification to the statutory definition:

• The existence of a trade secret is not negated merely because an employee or other person has acquired the trade secret without express or specific notice that it is a trade secret if, under all the circumstances, the employee or other person knows or has reason to know that the owner intends or expects the secrecy of the type of information comprising the trade secret to be maintained.

Id. This qualification, which was added to the statute in 1985, appears to find its origin in Electro-Craft Corp. v Controlled Motion, Inc., 332 N.W.2d 890 (Minn. 1983), the Minnesota Supreme Court’s earliest effort to interpret the MUTSA. In Electro-Craft Corp., the court concluded that the plaintiff had not taken reasonable measures to maintain the secrecy of its confidential information. In reaching that conclusion, the court’s analysis turned in large part on its conclusion that the plaintiff “should have let its employees know in no uncertain terms” that the features in question were secret. Id. at 902-03.

After the amendment, the statute clearly differentiates between explicit notice that the owner of the trade secret considers it to be confidential, which is not required, and the requirement of reasonable efforts to maintain secrecy. To be sure, labelling of confidential evidence is relevant – often highly relevant – evidence of reasonable efforts, but it is “not dispositive on the issue”. Nw. Airlines v Am. Airlines, 853 F. Supp. 1110, 1115 (D. Minn. 1994).

Instead, Minnesota courts typically make a holistic determination considering a variety of additional factors, such as the following:

• Does the plaintiff have policies about what information employees should keep confidential?
• Does the plaintiff share information only on a “need to know basis”?
• Does the plaintiff require employees and others with access to the assertedly trade secret information to enter into appropriate contractual agreements?
• Does the plaintiff use appropriate physical and technological safeguards?

See, eg, Orbital Eng’g, Inc. v Short Elliott Hendrickson, Inc., 2025 WL 3251425, at *5 (D. Minn. Nov 21, 2025). The issue of whether efforts undertaken to protect secrecy are reasonable is a question of fact that often cannot be resolved before trial. See, eg, Advantage Sales & Mktg. LLC v McClellan, 2023 WL 9056124, at *3 (D. Minn. Nov 14, 2023). Because a determination of reasonable efforts is fact-dependent and not capable of precise definition, this is a perennially litigated issue in Minnesota courts.

Minnesota Courts Decline to Apply the MUTSA to Extraterritorial Conduct

A threshold consideration for trade secret claimants and defendants is extraterritoriality – ie, the reach of a given trade secret law in relation to cases naming foreign defendants or alleging misappropriation that has occurred outside a given jurisdiction. The federal DTSA, for example, contains an extraterritoriality provision limiting its application as to foreign defendants. DTSA plaintiffs cannot sue for misappropriation occurring outside the USA unless either: (i) the defendant is a US citizen or permanent resident or an entity organised under the laws of the USA; or (ii) “an act in furtherance of the offense” was committed in the USA. See 18 U.S.C. § 1837. Depending on the facts of the case, whether an act has been committed inside the USA and sufficiently “in furtherance of” misappropriation can invite considerable debate.

The MUTSA, by contrast, contains no analogous provision defining its reach as to foreign defendants or conduct occurring outside of Minnesota. Nevertheless, one court has recently opined that a similar test governs its reach. The federal district court invoked the “general presumption that Minnesota statutes don’t apply extraterritorially”, observing that the “legislature did not state an express intent for MUTSA to apply to out-of-state conduct, as is required to overcome this presumption”. Bepex International, LLC v Micron BV, 2023 WL 2975699, at *10 (D. Minn. Apr. 17, 2023). The court held that because it had already found there was no “act in furtherance of the offense” committed in the USA, there was necessarily no such act committed in Minnesota, meaning the MUTSA claims failed as a matter of law. Id.

In declining to apply the DTSA (and, resultingly, the MUTSA), Bepex provided helpful guidance by outlining facts and conduct that will not trigger the MUTSA’s application to an out-of-state defendant:

• the foreign defendant’s mere acquiescence to Minnesota choice-of-law and exclusive jurisdiction clauses in its contract with the Minnesota plaintiff;
• the mere origination of the alleged trade secrets from Minnesota (eg, the plaintiff mailing its trade secrets to a foreign defendant from Minnesota);
• the foreign defendant entering a contract with the Minnesota plaintiff;
• the foreign defendant’s refusal to return the Minnesota plaintiff’s trade secrets;
• the foreign defendant’s payment of royalties to the plaintiff in Minnesota for sales made abroad; and
• a mere “long-term business relationship” between the foreign defendant and Minnesota plaintiff.

See Bepex International, 2023 WL 2975699, at *5-9.

In sum, the MUTSA is subject to Minnesota’s presumption against extraterritoriality and will most likely be applied to foreign defendants in accordance with persuasive authority under the DTSA. Plaintiffs considering suing foreign defendants under the MUTSA must therefore consider whether any acts “in furtherance” of the misappropriation were committed in Minnesota.

Conclusion

Minnesota courts have long played an outsized role in shaping trade secret doctrine. With rapid technological change, increased employee mobility, and the accelerating expiration of non-compete agreements on the horizon, Minnesota’s rich economy should continue to invite dynamic disputes and developments in trade secret litigation.