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Amy Joseph Pedersen, OSB No. 853958

amy.joseph.pedersen@stoel.com

Edward A. Piper, OSB No. 141609

ed.piper@stoel.com

STOEL RIVES LLP

900 SW Fifth Avenue, Suite 2600

Portland, OR 97204

Telephone: (503) 224-3380

Facsimile: (503) 220-2480

Attorneys for Plaintiff

UNITED STATES DISTRICT COURT

DISTRICT OF OREGON

PORTLAND DIVISION

NIKE, INC., an Oregon corporation,

Plaintiff,

v.

MATTHEW MILLWARD, an individual, 

and RALPH LAUREN CORPORATION, a 

Delaware corporation,

Defendants.

Case No.__________________: 

COMPLAINT

(Breach of Contract; Tortious 

Interference with Contract)

JURY TRIAL DEMANDED

Plaintiff Nike, Inc. (“Nike”), by and through its undersigned counsel, brings this action 

against Matthew Millward (“Millward”) and Ralph Lauren Corporation (“RLC”), and alleges as 

follows:

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INTRODUCTION

1. This case concerns a senior, highly compensated former Nike apparel designer 

who was given broad access to Nike’s most competitively sensitive trade secrets and other 

confidential and proprietary business information, such as detailed product designs, technical 

specifications for new and advanced materials used in those products, product launch dates and 

launch plans, collection planning materials, and other similar information. In his role as the 

Senior Apparel Design Director for Nike Sportswear (“NSW”), Millward was intimately familiar 

with and responsible for key segments of the NSW apparel line and other innovative Nike 

products, such as the NikeLab ACG apparel line and Nike’s 2016 Olympic “Medal Stand” 

jacket. Many of those products are still in the planning phase and have yet to reach the market.

2. The information to which Millward was given access during his employment is a 

core Nike asset of immeasurable value, and its strict confidentiality is critical to Nike’s 

continuing success in the marketplace. For that reason, as a condition of his employment, Nike 

required Millward to execute Nike’s Covenant Not to Compete and Non-Disclosure Agreement 

(the “Agreement”), in which, among other things, he promised not to compete with Nike for one 

year following the termination of his employment. In the Agreement, Nike also agreed to 

continue to pay Millward during the one-year noncompetition period, even though Oregon law 

does not require any such payment. In reliance on his unambiguous promise to not compete with 

Nike for one year following the end of his employment, Nike gave Millward broad access to 

many of its most confidential design and planning materials. 

3. Millward resigned from Nike effective October 6, 2015. He has accepted a senior 

position with RLC as Vice President of Men’s Design for its Club Monaco brand. In that role—

and in direct violation of his obligations to Nike—he is responsible for designing, or supervising 

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the design of, the same types of apparel that he worked on during his employment with Nike; 

Club Monaco’s line of activewear competes directly with NSW products. Despite notice from 

Nike, both Millward and RLC have chosen to continue violating Nike’s legal rights. 

Accordingly, to protect its trade secrets and other confidential and proprietary information, Nike 

has no choice but to bring this action. 

PARTIES

4. Nike is an Oregon corporation with its principal place of business in Beaverton, 

Oregon.

5. Millward is an individual residing in New York, New York. He was employed by 

Nike from November 12, 2012, until October 6, 2015.

6. RLC is a Delaware corporation with its principal place of business in New York, 

New York. 

JURISDICTION AND VENUE

7. This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. § 

1332(a)(1), i.e., based on diversity of citizenship and because the amount in controversy exceeds 

$75,000. 

8. Venue is proper in this District pursuant to 28 U.S.C. § 1391(b)(2) because a 

substantial part of the events or omissions giving rise to Nike’s claims occurred in the State of 

Oregon.

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FACTS

A. Millward Played a Key Role in the Development of Numerous Cutting-Edge Nike 

Products and Was Given Access to a Broad Range of Highly Confidential 

Information.

9. Until his resignation in October 2015, Millward was a senior, highly compensated 

Nike designer who enjoyed broad access to Nike’s most competitively sensitive confidential 

business information. He held the position of Senior Apparel Design Director, which he 

assumed on November 12, 2012. His base salary was $215,000 per year.

10. At Nike, Millward oversaw the design of cutting-edge NSW apparel. NSW is a 

line of footwear and apparel that is designed and manufactured by Nike and is referred to as 

“athleisure” apparel. Athleisure apparel, which also is sometimes referred to as “activewear,” is 

a fashion trend in which clothing is inspired by traditional athletic wear, but is intended to be 

worn in non-athletic settings, for example, while shopping, out with friends, or even at work. 

Nike refers to this style of clothing as “sportstyle innovation.” The industry, building on Nike’s 

innovation, refers to this fashion sensibility as “athleisure.” Athleisure is one of today’s hottest 

fashion trends, and Nike has been publicly recognized as a market leader in the area.

11. In his role as a senior designer, Millward was responsible for managing the look 

and feel of new NSW products, creating original concepts for products, selecting appropriate 

materials, and making modifications to products to ensure manufacturability. His duties also 

included creating the short- and long-term design vision for NSW and executing Nike’s business 

plans, including its brand plans. He was responsible for driving the financial and operational 

performance of his group. He supervised a team of nine designers and reported to Nike’s Vice 

President and Creative Director for Apparel. 

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12. Throughout his employment, Millward had access to a broad range of Nike’s 

trade secrets and other highly confidential, competitively sensitive business information. Much 

of that information concerned the design, development, launch, and marketing of innovative 

NSW apparel and included detailed designs of products that still have not yet been released to 

the market, technical specifications for new and advanced materials used in those products, 

product launch dates and launch plans, collection planning materials, and other similar 

information. In particular, Millward contributed to and worked frequently with Nike’s 

“Innovation Roadmaps,” which are critical, highly confidential documents detailing the 

company’s years-long strategy to develop and bring new apparel to market, as well as other 

similar and equally sensitive slideshows, diagrams, sketches, and other planning materials. 

13. Additionally, unlike most Nike designers, Nike entrusted Millward with 

confidential, highly sensitive design information from numerous different performance 

categories outside of NSW (Tennis, Running, Basketball, etc.), which Nike often incorporates 

into its NSW designs. For example, a designer working on Nike Tennis products typically is 

unable to access information related to Nike Running products. Millward, however, had access 

to confidential design information related to a broad range of Nike performance categories and 

regularly incorporated such information into NSW products. In other words, Nike entrusted 

Millward with a level of access to its most competitively sensitive confidential business 

information that few other Nike designers enjoy. 

14. Apart from his work with NSW, Millward was intimately involved in two other 

unique Nike Projects. The first was the design of the “Medal Stand” jacket for the 2016 Summer 

Olympics, which all U.S. athletes will wear when they receive their medals and which Millward 

took a lead role in designing. The jacket has not been released to the marketplace, and its design 

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remains highly confidential. With advance access to the jacket’s confidential design elements, 

Nike’s competitors—including RLC, which previously has supplied other apparel to U.S. 

Olympic athletes—would be able to inflict substantial competitive harm on Nike. Specifically, 

with that information, a competitor could design a knock-off product and have it ready to hit the 

retail market before or at the time when Nike’s Medal Stand jacket makes its initial splash in the 

media.

15. Second, Millward played a key role in the NikeLab ACG collection, which was 

announced in December 2014 and launched in 2015. Other additions to and iterations of this 

special collection currently are being designed and developed, but have not yet reached the 

market. This special Nike collection is the product of a collaborative design process between 

Millward and designer Errolson Hugh, the owner of design studio ACRONYM. NikeLab 

directly connects with Nike’s other high-profile performance categories, such as Running, 

Basketball, and Soccer, to capitalize on Nike’s performance-driven collections. As a result, 

Millward worked closely with these other categories in creating various NikeLab collections. 

The NikeLab ACG collection is designed to be functional for urban dwellers by providing 

mobility comparable to activewear, together with additional weather protection. The ACG 

collection employs many of Nike’s most advanced materials and concepts. The plan for the 

collection’s future and its interaction with NSW were conceived by Millward and his 

collaborators.

16. Nike’s competitors, including RLC, would be able to inflict substantial 

competitive harm on Nike if they were to obtain any of the trade secrets or other highly 

confidential business information to which Millward had access during his employment. None 

of that information is known to Nike’s competitors or available to the general public.

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B. Given Millward’s Extensive Access to Its Highly Confidential Business Information, 

Nike Required Millward to Execute a Noncompetition Agreement.

17. In light of the extreme sensitivity of the confidential business information to 

which he had access, Nike required Millward to execute the Agreement before he began work. 

Nike informed Millward that the noncompetition agreement was required as a condition of his 

employment in an October 23, 2012, offer letter.

18. Millward executed the Agreement on October 25, 2012. In it, he acknowledged 

that he “will be or has been exposed to and/or is in a position to develop confidential information 

peculiar to NIKE’s business and not generally known to the public as defined below (‘Protected 

Information’),” and that “[t]he nature of NIKE’s business is highly competitive and disclosure of 

any Protected Information would result in severe damage to NIKE and be difficult to measure.” 

Accordingly, Millward agreed in paragraph 1(a) of the Agreement that:

[d]uring [his] employment by NIKE, under the terms of any 

employment contract or otherwise, and for 1 year thereafter (the 

“Restriction Period”), [Millward] will not directly or indirectly, 

own, manage, control, or participate in the ownership, management 

or control of, or be employed by, or consult for, or be connected in 

any manner with, any business engaged anywhere in the world in 

the athletic footwear, athletic apparel or sports equipment, sports 

electronics/technology and sports accessories business, or any 

other business which competes directly with NIKE or any of its 

parent, subsidiaries or affiliated corporations (a “Competitor”).

A copy of the Agreement is attached to this Complaint as Exhibit A. Paragraph 1(d) of the 

Agreement provides that Nike will continue to pay Millward 50 percent of his final salary if Nike 

elects to enforce its rights under the noncompetition clause.

C. Millward Quit Nike and Joined RLC in Violation of His Agreement.

19. Millward resigned from Nike effective October 6, 2015. On November 19, 2015, 

Nike learned that Millward had started work at RLC as Vice President of Men’s Design for the 

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company’s “Club Monaco” brand. On information and belief, in that position, Millward is 

performing substantially the same duties for RLC as he did for Nike, i.e., overseeing the design 

of Club Monaco’s athleisure apparel and other similar product lines. 

20. RLC’s Club Monaco brand contains a large number of the same items of apparel 

as Nike’s NSW line, many of which Millward was responsible for designing. Therefore, many 

of the products that Millward will be responsible for designing for Club Monaco are practically 

the same as apparel he designed during his employment with Nike. Specifically, like Nike’s 

NSW apparel, much of Club Monaco’s activewear line targets the “athleisure” market.

21. For example, Millward designed and Nike sells a range of apparel, including the 

following Nike items. On its website, RLC advertises its Club Monaco brand, which also sells 

the same type of activewear apparel. Many Club Monaco products are similar to Nike’s, as 

shown in the following six comparisons:

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Notably, even the names of many of Club Monaco’s products contain the same elements as the 

names of Nike products, such as “Tech” and “Woven.” Club Monaco even advertises the “Tech 

Thermal Full Zip” shown above as a “sporty outer layer.” And its Gusseted Sweatpant is 

advertised as exemplifying its activewear collection’s “athletic-inspired slant.”

22. On October 15, 2015, Nike notified Millward that it intended to enforce his 

noncompetition obligation, triggering its obligation to pay Millward 50 percent of his final salary 

during the restricted period. Nike has fully complied with its obligations under the Agreement. 

Nike did not learn until November 19, 2015 that Millward was in violation of his noncompetition 

obligations by actually working for RLC.

23. RLC is fully aware of Millward’s obligations under the Agreement. Despite 

knowing that Millward is obligated to not compete with Nike for one year following his 

resignation from Nike, RLC continues to assist Millward in violating his obligations under the 

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Agreement by employing him in a position in which he competes directly with Nike by 

designing and developing apparel. 

CLAIMS FOR RELIEF

FIRST CLAIM FOR RELIEF

(Breach of Contract—Millward)

24. Nike realleges and incorporates by reference the allegations in paragraphs 1 

through 23 as though fully set forth herein.

25. Millward’s Agreement is a valid and enforceable contract. As a condition of his 

employment with Nike, and in consideration of the access that Nike gave him to its trade secrets 

and other confidential business information, Millward promised and agreed that he would not 

compete with Nike for one year following the termination of his employment. Nike fully 

performed its obligations under the Agreement by employing Millward and by granting him 

access to its trade secrets and other confidential business information.

26. Millward breached, and continues to breach, paragraph 1(a) of his Agreement by 

working for RLC in his current position. 

27. Nike has been and will continue to be irreparably harmed by Millward’s ongoing 

employment with RLC in violation of his Agreement. Through Millward, RLC will have access 

to all of Nike’s current planning for its Sportswear line through approximately 2018. Use of that 

information by RLC would severely harm Nike’s competitive advantage in the market for 

apparel by allowing RLC to poach ideas and designs that Nike has spent years and hundreds of 

thousands of dollars developing. Accordingly, Nike is entitled to temporary, preliminary, and 

permanent injunctive relief barring Millward from working for RLC for a period of one year, in 

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addition to the period during which Millward has been or remains in breach of his obligation 

under the Agreement not to compete with Nike.

SECOND CLAIM FOR RELIEF

(Tortious Interference with Contract—RLC)

28. Nike realleges and incorporates by reference the allegations in paragraphs 1 

through 27 as though fully set forth herein.

29. RLC intentionally interfered with, and continues intentionally to interfere with, 

the Agreement by employing Millward, knowing that doing so violated and continues to violate 

Nike’s rights under the Agreement. 

30. RLC intentionally interfered with the Agreement for an improper purpose, i.e., to 

gain access through Millward to the trade secrets and other confidential, proprietary business 

information to which he had access during his employment with Nike, and that it would not 

otherwise be able to obtain through legitimate means.

31. RLC’s intentional interference with the Agreement by employing Millward has 

directly and proximately caused irreparable and ongoing harm to Nike. Accordingly, Nike is 

entitled to temporary, preliminary, and permanent injunctive relief barring RLC from directly or 

indirectly employing Millward for a period of one year, in addition to the period during which 

Millward has been or remains in breach of his obligation under the Agreement not to compete 

with Nike.

WHEREFORE, Nike prays for relief as follows:

1. An order temporarily, preliminarily, and permanently enjoining Millward from working 

for RLC for a period of one year, in addition to the period during which Millward has 

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been or remains in breach of his obligation under the Agreement not to compete with 

Nike;

2. An order preliminarily and permanently enjoining RLC, and its agents, servants, 

employees and all persons and entities acting in privity, concert, or participation with it, 

from directly or indirectly employing Millward for a period of one year, in addition to the 

period during which Millward has been or remains in breach of his obligation under the 

Agreement not to compete with Nike;

3. An award of economic damages in an amount to be determined at trial; and

4. Such further relief as the Court deems just and proper.

DATED: December 7, 2015.

STOEL RIVES LLP

s/ Amy Joseph Pedersen 

AMY JOSEPH PEDERSEN, OSB No. 853958

EDWARD A. PIPER, OSB No. 141609

Telephone: (503) 224-3380

Attorneys for Plaintiff Nike, Inc.

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