J-S35034-21

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

RICHARD C. BOWMAN, III 

Appellant

v.

R.C. BOWMAN, INC.

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 IN THE SUPERIOR COURT OF

 PENNSYLVANIA

 No. 415 MDA 2021

Appeal from the Judgment Entered April 12, 2021

In the Court of Common Pleas of Clinton County Civil Division at No(s): 

1576-2019

R.C. BOWMAN, INC.

v.

RICHARD C. BOWMAN, III 

Appellant

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 IN THE SUPERIOR COURT OF

 PENNSYLVANIA

 No. 416 MDA 2021

Appeal from the Order Entered December 4, 2020

In the Court of Common Pleas of Clinton County Civil Division at No(s): 

2019-01690

BEFORE: OLSON, J., KUNSELMAN, J., and PELLEGRINI, J.*

MEMORANDUM BY PELLEGRINI, J.: FILED: JANUARY 14, 2022

Richard C. Bowman, III (Bowman III) appeals from the order entered in

the Court of Common Pleas of Clinton County (trial court) after a non-jury trial

at the above docket numbers. This dispute, one of many, flows from his 

removal as president, his separation from R.C. Bowman, Inc. (R.C. Bowman) 

____________________________________________

* Retired Senior Judge assigned to the Superior Court.
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and his conducting of a new business, Bowman Excavating, while he still 

owned one-third of the shares in R.C. Bowman.

In this dispute, he argues that the court erred (1) in permanently 

enjoining him under Section 5303 of the Trade Secrets Act1from contacting 

any customers on the customer list of R.C. Bowman identified as Exhibit 11; 

and (2) in finding that he, as a shareholder, was not entitled to inspect the 

books and records of R.C. Bowman where it found that he provided a proper 

purpose for the inspection. After our careful review, we reverse.

We take the following pertinent factual background and procedural 

history from the trial court’s December 4, 2020 opinion and our independent 

review of the record.

I.

A.

The trial court summarized the following “unfortunate history between 

the parties.” (Trial Court Opinion, 12/04/20, at 3).

R.C. Bowman, Inc. was incorporated on April 19, 1999 with 

Richard C. Bowman, Jr., Robert K. Bowman, and Richard C. 

Bowman III each having a one-third (1/3) interest in said 

corporation. Richard C. Bowman, Jr. is the father of Richard C. 

Bowman III and Robert K. Bowman. Robert K. Bowman and 

____________________________________________

1 Section 5503 provides, in pertinent part: “Actual or threatened 

misappropriation may be enjoined. Upon application to the court, an 

injunction shall be terminated when the trade secret has ceased to exist, but 

the injunction may be continued for an additional reasonable period of time in 

order to eliminate commercial advantage that otherwise would be derived 

from the misappropriation.” 12 Pa.C.S. § 5503(a).
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Richard C. Bowman III are twin brothers. Richard C. Bowman III 

had been president of the Corporation since its founding in 1999. 

An annual shareholders’ meeting was held on February 8, 2019. 

Richard C. Bowman, III did not attend that shareholders’ meeting. 

At the shareholders’ meeting on February 8, 2019, Richard C. 

Bowman III was removed as president of the Corporation and as 

a Board [] Director. Richard C. Bowman, III remained as an 

employee of the Corporation until Monday, March 23, 2019 when 

said employment was terminated. During the time period from 

February 8, 2019 through Friday, March 22, 2019, the parties 

were involved in negotiations regarding the sale of Richard C. 

Bowman, III’s interest of said Corporation.

On Friday, March 22, 2019, Richard C. Bowman, III 

notified Robert K. Bowman, through counsel, that Richard C. 

Bowman, III no longer desired to continue with any negotiation 

concerning the sale of Richard C. Bowman, III’s one-third (1/3) 

ownership in the Corporation. As noted above, the Corporation 

terminated Richard C. Bowman, III’s employment the next 

business day, Monday, March 25, 2019. On April 8, 2019, Richard 

C. Bowman, III established a new Corporation, named Richard C. 

Bowman, III, Inc., and on May 13, 2019, Richard C. Bowman, III, 

Inc. registered the fictitious name of Bowman Excavating, Paving 

and Concrete. Since May 13, 2019, Richard C. Bowman, III, Inc., 

trading as Bowman Excavating, Paving and Concrete has 

conducted a business in direct competition with R.C. Bowman, Inc. 

Richard C. Bowman, III, Inc. has hired individuals who formerly 

worked for R.C. Bowman, Inc.; those employees being William 

Weaver, Vince Watson, Russell Mark, and Craig Boob. Richard C. 

Bowman, III had also solicited Leslie Stewart, a current employee 

of R.C. Bowman, Inc., to work for the new Corporation. The new 

Corporation has also performed work for clients of R.C. Bowman, 

Inc,; those clients being Central Pennsylvania Auto Auction, city 

of Lock Haven, Deb O’Connor, Grant Miller, and Joseph Hazel. The 

new Corporation offices are located at a building occupied by 

Maxwell Trucking Excavating, Inc., which is a direct competitor of 

R.C. Bowman, Inc.

(Trial Ct. Op., at 3-4).
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B.

Shortly after being removed from the corporation, due to his concern 

that the corporation was paying the personal expenses of the current 

president, Rob Bowman, as well as concerns about significant changes in the 

corporation, including numerous people in management positions leaving, 

sizeable raises being given and lack of current business, Bowman III, as a 

shareholder, sent Rob Bowman a series of letters seeking to inspect R.C. 

Bowman’s records He sought to inspect the corporation’s “monthly accounts 

receivable, monthly accounts payable, work backlog report, copies of all 

checks written from Bowman, Inc.’s accounts, sales agreements for all assets 

sold and proof of payment for same, all cash receipts and deposits, all credit 

card statements, complete payroll reports and a detailed Verizon Phone Bill.” 

Rob Bowman denied the requests on behalf of R.C. Bowman and on November 

18, 2019, Bowman III commenced litigation at docket number 1579-2019 

(Corporate Records Action) seeking to have the court compel R.C. Bowman to 

produce the records for inspection.

On December 12, 2019, R.C. Bowman filed a complaint against Bowman 

III setting forth five counts (Trade Secrets Action): Count I: violation of 

Pennsylvania’s Uniform Trade Secrets Act (PUTSA);

2 Count II: Breach of 

fiduciary duty; Count III: Equitable relief; Count IV: Conversion; and Count 

____________________________________________

2 12 Pa.C.S. §§ 5301-5308.
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V: Replevin. As part of the Trade Secrets Action, R.C. Bowman filed a petition 

seeking entry of preliminary injunction (Petition) requesting that Bowman III 

be enjoined from “soliciting [R.C. Bowman’s] customers” and “from operating 

his business through the use of [R.C. Bowman’s] trade secrets,” which 

included the corporation’s customer list. After a hearing, the court denied the 

Petition because there was not “sufficient proof of a threat of immediate and 

irreparable harm.”

The trial court consolidated the parties’ actions for trial. A two-day nonjury trial commenced on October 15, 2020.3

C.

At trial, relevant to the Trade Secrets Action, it was established that 

Bowman III previously had access to R.C. Bowman’s information, including its 

customers, which was maintained on the accounting software program, 

ComputerEase, but that R.C. Bowman did not maintain a specific customer 

list. However, Bowman III had no access to ComputerEase after February 8, 

2019, when he was removed as president. The only list to which he had 

access after February 8, 2019, was a 2016-2017 snow removal customer list 

____________________________________________

3 We provide only those trial facts pertinent to our review of Bowman III’s 

issues in this appeal: (1) whether the trial court erred in enjoining him from 

contacting any entity listed on the customer list admitted by R.C. Bowman as 

Exhibit 11; and (2) whether the trial court erred in denying his action to 

compel R.C. Bowman to allow inspection of corporate records where the court 

found he established a proper purpose.
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that was on a R.C. Bowman computer he had removed upon his termination. 

This snow removal list was not entered as an exhibit or examined at trial.

In anticipation of litigation, R.C. Bowman created a spreadsheet 

containing a customer list of its larger repeat customers and entered it as

Exhibit 11 at the preliminary injunction hearing and at trial. It did not seek a 

protective order from the trial court. Bowman III did not see Exhibit 11 prior 

to litigation since it did not exist prior to that time.

Testimony established that 90 percent of R.C. Bowman’s jobs, including 

100 percent of its large jobs, are obtained through a competitive bidding 

process in which its competitors are made aware of the corporation’s bid and 

which work it is awarded. The names of successful bidders are often made

public in those projects.

R.C. Bowman does not provide training to its employees related to 

confidentiality, and its employee handbook contains only boilerplate terms and 

does not identify what it deems to be confidential. Andrea Kleckner, the office 

manager in charge of the day-to-day operations of R.C. Bowman, including 

accounts receivable, accounts payable and the corporation’s financials, 

testified that she was never informed that customer names were to be kept 

secret, and that she only became aware of the confidentiality provision in her 

contract after this litigation began. Although Rob Bowman testified that Ms. 

Kleckner created Exhibit 11, she stated that she did not recall seeing it until 

her September 23, 2020 deposition.
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Other former R.C. Bowman employees who are employed by the 

corporation’s competitors testified that they are not subject to confidentiality 

agreements. For example, Jeff Wert testified that he had access to the R.C. 

Bowman computer network, including ComputerEase, that he was aware of 

hundreds of R.C. Bowman’s customer names, that he was never told that they 

are secret, and that he commonly shared the names of customers with other 

people while he was employed at R.C. Bowman.

R.C. Bowman’s current estimator and project manager, Don Stauffer, 

testified that he is employed by DLS Services Corp. and his contract with R.C. 

Bowman does not contain confidentiality or non-compete provisions. R.C. 

Bowman’s equipment contains its name and logo for advertising purposes and 

is regularly on customers’ work sites.

Rob Bowman, R.C. Bowman’s current president, does not have a 

contract preventing him from disclosing information about R.C. Bowman, and 

the names of R.C. Bowman customers are regularly shared with third parties. 

He admitted that he wants Bowman III to stay away from R.C. Bowman’s 

customers despite Bowman III not being subject to a non-compete 

agreement. He testified that R.C. Bowman protects its trade secrets by 

limiting access to information, password protection and ensuring that 

employees only are trained in their operations division.

Ms. Kleckner testified about measures taken by the company to protect 

trade secrets, including limiting which employees have access to specified 
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sections of the file server and password protections. Employees are required 

to review and sign that they have read the employee handbook confidentiality 

policy that unauthorized disclosures constitute employee misconduct.

Rob Bowman stated that he reviewed documents produced by Bowman 

III’s counsel from the desktop computer Bowman III had removed from his 

R.C. Bowman office. The documents included employee contracts, the snow 

removal customer list, financial documents, material price lists, an equipment 

list, employee profit sharing data and computer passwords, all which Rob 

Bowman regarded as confidential trade secrets. He testified that he had no 

knowledge that Bowman III actually disclosed proprietary information related 

to R.C. Bowman to anyone.

Bowman III testified he knew everything about the operation of R.C. 

Bowman, including that it has three separate divisions, because of his previous 

role as president. He stated that R.C. Bowman installed ComputerEase 

accounting software and HeavyBid bidding software under his leadership, and 

that R.C. Bowman engaged in bidding for construction contracts in a 

competitive market.

Bowman III admitted he removed many items from his R.C. Bowman 

office, including the desktop computer connected to the R.C. Bowman file 

server that he used as president, which still was in his possession at the time 

of trial. He stated that his new corporation is a direct competitor of R.C. 

Bowman, seeking the same work, with the same three divisions and bidding 
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on the same contracts. He identified R.C. Bowman’s Exhibit 11 as a list of 

R.C. Bowman customers printed out from the ComputerEase accounting 

software, that his new company had completed work for some of the 

customers on the list, and that he intended to continue to provide work to the 

customers but only if they reached out to him. He admitted that some former 

employees of R.C. Bowman had been hired by his new corporation.

D.

Relevant to the Corporate Records Action, Bowman III testified that he 

filed his complaint to secure the same financial information to which he had 

access when he was president. He admitted that as a shareholder, he already 

was receiving monthly financial reports and identified R.C. Bowman Exhibit 24 

as 193 pages of those reports. These statements are not audited monthly by 

R.C. Bowman’s accountant and Rob Bowman testified that he did not know if 

a financial audit for R.C. Bowman was performed in 2019. Although Bowman

III testified at trial that the information he seeks to access will not provide 

him with a competitive advantage for his new corporation, at his deposition, 

he stated, “there is a possibility” that he could use R.C. Bowman’s financial 

data to gain a competitive advantage.

Rob Bowman testified that the information that R.C. Bowman provides 

to Bowman III monthly is the same as what it provides to its bank. Ms. 

Kleckner stated that in the eight years of her employment, confidential 

financial information has only been disclosed for banking, accounting and 
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bonding purposes. According to Rob Bowman, R.C. Bowman’s financial 

condition is stronger than ever and shareholders’ equity between December

31, 2018, and August 2020 increased by over $1.1 million. He stated that if 

Bowman III had complete access to the financial records that he sought in his 

complaint, he would drive R.C. Bowman out of business since its advantage in 

the marketplace is due to its careful control of costs. According to Don 

Stauffer, who prepares R.C. Bowman’s bids, if a competitor had knowledge of 

the cost structure of R.C. Bowman, it could use the information to match R.C. 

Bowman’s bid.

As to Bowman III’s claims that R.C. Bowman pays for the cell phones of 

Rob Bowman’s family and for Rob Bowman’s personal vehicle, the trial court 

explained:

Robert K. Bowman has admitted [that R.C. Bowman is paying for 

his wife and daughter’s cell phones], but has also indicated that 

[his] wife manages the website, R.C. Bowman, Inc. and that the 

payment for the cell phone is compensation for said management 

.... Robert K. Bowman also admitted that a cell phone is provided 

to [his] daughter ... but [he] indicates that this is also in lieu of 

payment for [her] mowing the grass at the office building of R.C. 

Bowman, Inc. Richard C. Bowman, III also alleges that Robert K. 

Bowman utilizes Corporate funds to provide Robert K. Bowman 

with a personal vehicle. Richard C. Bowman, III alleges that 

Robert K. Bowman has a vehicle that [he] utilizes as a personal 

vehicle and this vehicle is the only vehicle that is not decaled with 

the R.C. Bowman, Inc. label. The purpose of decaling all vehicles 

with the R.C. Bowman, Inc. label is to provide advertising for the 

Corporation. This [c]ourt finds that Richard C. Bowman, III has 

established a proper purpose for requesting access to the 

corporate records.

(Trial Ct. Op., at 6-7).
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E.

On December 4, 2020, after a thorough briefing by the parties, the trial 

court entered a verdict in favor of R.C. Bowman in both the Corporate Records 

Action and Trade Secrets Action. In the Corporate Records Action (1579-

2019), the court found that Bowman III did not offer credible evidence that 

R.C. Bowman “is floundering or experiencing financial or managerial 

difficulties.” (Trial Ct. Op., at 8). Although it found that Bowman III’s claim 

that R.C. Bowman is paying the personal expenses of Rob Bowman set forth 

a proper purpose for requesting access to the corporate records, the court

then shifted the burden to R.C. Bowman to offer evidence of an improper 

purpose and concluded that R.C. Bowman did so. (See Trial Ct. Op., 

12/04/20, at 6-9).

In the Trade Secrets Action (1690-2019), the trial court entered the 

verdict based on the customer list at Exhibit 11 being a trade secret. It found, 

in pertinent part, that:

Obviously, ... most of the customers of R.C. Bowman, Inc. 

... are known outside the business. ...

* * *

This [c]ourt finds ... that the customers of R.C. Bowman, 

Inc. are [] known by employees and others involved in the 

company’s business. This [c]ourt would note that R.C. Bowman, 

Inc. has advertisement placed on all corporation equipment which 

may be located at a customer’s site.

* * *
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... R.C. Bowman did not require a confidentiality 

agreement with Richard C. Bowman, III ....

* * *

Some testimony was received concerning the effort by 

R.C. Bowman, Inc. in developing and implementing the software 

known as “ComputerEase” ... but the extent of the effort and the 

financial resources spent on this endeavor were not provided to 

this [c]ourt.

R.C. Bowman, Inc. [] requests that Richard C. Bowman, 

III be prohibited from contacting customers ... of R.C. Bowman, 

Inc. A customer list is included in the statutory definition of “trade 

secret[.]” ... This [c]ourt acknowledges that an argument [] could 

be made that customers of R.C. Bowman, Inc. are not attempted 

to be maintained as a secret of R.C. Bowman, Inc. R.C. Bowman, 

Inc. personnel and equipment when onsite at a customer’s 

property are easily identified due to labeling/decaling of the 

equipment of R.C. Bowman, Inc. However, if the customer’s situs 

is located in a remote area, this may somewhat conceal this 

information from public view due to natural ... or manmade ... 

barriers preventing the sighting of R.C. Bowman, Inc. identifiers.

Given the factors discussed above, this [c]ourt will issue 

a verdict enjoining Richard C. Bowman, III from contacting any 

customer contained on the customer list that was on the computer 

that Richard C. Bowman, III removed from the offices of R.C. 

Bowman, Inc. ...

(Trial Ct. Op., at 15-16). The trial court phrased the order in this matter 

slightly differently, directing that Bowman III “may not contact any entity 

listed on the ‘customer list’ admitted by R.C. Bowman[’s] ‘Exhibit 11’ for the 

purposes of soliciting business for Richard C. Bowman, III, Inc. t/a Bowman 

Excavating, Paving and Concrete.”). (Order, 12/04/20, at 2). It made no 

specific finding that Bowman III misappropriated Exhibit 11.
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The court denied all other claims by R.C. Bowman under the PUTSA, 

finding that “various employees know certain parts of all aspects of the 

business of R.C. Bowman,” that employee lists, Bowman III’s knowledge 

acquired at R.C. Bowman, and the cost of materials and bidding methods are 

not trade secrets. The court denied R.C. Bowman’s request that Bowman III 

be enjoined from conducting a similar business. (See Trial Ct. Op., at 14-

15).4

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4

It also found in favor of R.C. Bowman on Counts IV-Conversion and VReplevin, ordering Bowman III to return the personal property he took from 

R.C. Bowman. The court entered a verdict in favor of Bowman III on R.C. 

Bowman’s actions for breach of fiduciary duty (Count II) and equitable relief 

(Count III) on the basis that the claims were preempted by the PUTSA. (See

Trial Ct. Op. at 19-20); (Order, 12/04/20, at 2). It denied R.C. Bowman’s 

request for attorney fees and monetary, compensatory and exemplary 

damages. (Order, 12/04/20, at 3).
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On December 17, 2020,5 Bowman III filed post-trial motions that the 

court denied on March 2, 2021. He timely appealed and complied with Rule 

1925(b).6 See Pa.R.A.P. 1925.

Bowman III raises six issues for our review that can be broadly classified 

as challenges to the court’s finding that he violated the PUTSA by 

misappropriating the Exhibit 11 client list and its denial of his Corporate 

Records Action to inspect R.C. Bowman’s books and records.

II.

A.

Generally, to establish a claim of misappropriation of trade secrets, a 

plaintiff employer must prove:

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5 On May 11, 2021, this Court directed Bowman III to show cause why this 

appeal should not be dismissed for his failure to preserve any issues for 

appellate review where his post-trial motions were filed more than ten days 

after the verdict was entered in violation of Rule 227.1. See Chalkey v. 

Roush, 805 A.2d 491 (Pa. 2002) (stating that pursuant to Pa.R.C.P. 227.1,

post-trial motions must be filed within ten days of verdict to preserve claims 

for appeal). However, the ten-day period for filing post-trial motions does not 

begin to run until the opinion and order are mailed. See U.S. Bank, N.A. v. 

Pautenis, 118 A.3d 386 (Pa. Super. 2015). Here, Bowman III attached an 

envelope to his response to the rule to show cause indicating that the 

December 4, 2020 opinion and order were mailed on December 7, 2020. 

Hence, we will treat the post-trial motions as timely filed on December 17, 

2020, thus preserving Bowman III’s issues on appeal.

6 R.C. Bowman also filed a post-trial motion for contempt for Bowman III’s 

failure to return the personal property as ordered by the trial court. The court 

granted that motion, which is the subject of an appeal filed at docket number 

417 MDA 2021.
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(1) that there was a trade secret ...; (2) that it was of value to 

employer [owner] and important in the conduct of his business; 

(3) that by reason of discovery or ownership the employer had the 

right to the use and enjoyment of the secret; and (4) that the 

secret was communicated to the employee while he was in a 

position of trust and confidence under such circumstances as to 

make it inequitable and unjust for him to disclose it to others, or 

to make use of it himself, to the prejudice of his employer.

Gruenwald v. Advanced Computer Applications, Inc., 730 A.2d 1004, 

1012–13 (Pa. Super. 1999) (citation omitted, emphasis added).

Bowman III argues that the customer list introduced as Exhibit 11 was 

not a trade secret. (See Bowman III’s Brief, at 35-40). He maintains that he 

was not subject to a confidentiality agreement, and that the evidence 

established that R.C Bowman made little attempt to keep the identity of its 

customers secret and failed to establish any independent economic value to 

the list. Finally, he maintains that by entering Exhibit 11 into evidence at both 

the preliminary injunction hearing and at trial, R.C. Bowman made the 

customer list available to all its competitors. (See id.).

Pursuant to the PUTSA, “trade secrets” are defined as:

Information, including a ... customer list ... that:

(1) Derives independent economic value, actual or potential, 

from not being generally known to, and not being readily 

ascertainable by proper means by, other persons who can obtain 

economic value from its disclosure or use.

(2) Is the subject of efforts that are reasonable under the 

circumstances to maintain its secrecy.

12 Pa.C.S. § 5302. The very concept of a “trade secret” is itself “somewhat 

nebulous.” Den–Tal–Ez, Inc. v. Siemens Capital Corporation, 566 A.2d
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1214, 1228 (Pa. Super. 1989). “Therefore, the decision of whether a 

particular compilation of customer data deserves protection as a trade secret 

necessarily must be made on a case-by-case basis.” Iron Age Corp. v. 

Dvorak, 880 A.2d 657, 664 (Pa. Super. 2005) (internal citations omitted).

To determine whether information is protected as a trade secret, 

Pennsylvania courts consider:

(1) the extent to which the information is known outside of the 

company’s business; (2) the extent to which the information is 

known by employees and others involved in the company’s 

business; (3) the extent of the measures taken by the company 

to guard the secrecy of the information; (4) the value of the 

information to the company and its competitors; (5) the amount 

of effort or money the company spent in developing the 

information; and (6) the ease or difficulty with which the 

information could be acquired or duplicated legitimately by others.

Bimbo Bakeries USA, Inc. v. Botticella, 613 F.3d 102, 109 (3d Cir. 2010).7

Noting “the dim view that Pennsylvania precedent takes concerning 

extending trade secret protections to mere client lists[,]” we have observed:

[O]ur Supreme Court has held that, under certain 

circumstances, customer lists and customer data may be entitled 

to protection as trade secrets. Furthermore, a trade secret may 

include compiled information which gives one business an 

opportunity to obtain an advantage over competitors. 

Nevertheless, customer lists are at the very periphery of the law 

of unfair competition. There is no legal incentive to protect the 

compilation of such lists because they are developed in the normal 

course of business anyway.

____________________________________________

7 “We are not bound by decisions of the federal courts, but we may rely on 

them for persuasive authority.” McEwing v. Lititz Mut. Ins. Co., 77 A.3d 

639, 648 (Pa. Super. 2013) (citation omitted).
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Allied Envtl. Serv., Inc. v. Roth, 222 A.3d 422, 429–30 (Pa. Super. 2019) 

(citations and quotation marks omitted).

Based on the foregoing, although a customer list may be considered a 

trade secret entitling an employer to injunctive relief,

the Pennsylvania Supreme Court has opined that such protections 

are appropriate in businesses that lead to the establishment of 

“permanent and exclusive relationships” between “customers and 

salesmen.” In that context, such customer lists “represent a 

material investment of employers’ time and money” and “is highly 

confidential and constitutes a valuable asset” such that it is 

deserving of protection as a trade secret.

Id. at 430 (citing Martucci’s Home Equipment Corp. v. Martucci, 136 A.2d 

838, 842 (Pa. 1957)).

In this case, the trial court found that “most of the customers of R.C. 

Bowman, Inc. ... are known outside the business” and that “the customers of 

R.C. Bowman, Inc. are [] known by employees and others involved in the 

company’s business.” (Trial Ct. Op., at 14, 15); (See also N.T. Trial, 

10/15/20, at 135-36, 140);(N.T. Trial, 10/16/20, at 95-96, 136). It noted 

that R.C. Bowman has advertisements on its equipment that would identify it 

if it were on a customer’s property unless “the customer’s situs is located in a 

remote area.” (Trial Ct. Op., at 16); (See N.T. Trial, 10/15/20, at 39-40). 

The trial court found that “no evidence was presented” about the value of any 

customer list or any other trade secret. (Trial Ct. Op., at 15). The “extent of 

the effort and financial resources spent” by R.C. Bowman on developing any 

trade secrets “were not provided” to the court. (Id.).
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In addition to the foregoing, testimony established that R.C. Bowman 

did not maintain a specific customer list and Bowman III did not see the

customer list entered as Exhibit 11, which identified R.C. Bowman’s largest 

repeat customers and was prepared in anticipation of litigation until this legal 

action. (See N.T. Trial, 10/15/20, at 138-40); (N.T. Trial, 10/16/20, at 139). 

The only list Bowman III possessed after his employment was the snow 

removal customer list from 2016-2017, which R.C. Bowman did not enter into 

evidence and is not mentioned in the trial court’s order. (See N.T. Trial, 

10/15/20, at 31); N.T. Trial, 10/16/20, at 68-69); (Order, 12/04/20, at 2). 

As agreed by Rob Bowman, R.C. Bowman did not require Bowman III to 

execute a contract containing a covenant about confidentiality terms or not to 

compete. (See Joint Statement of Uncontested Facts, at Paragraph 25). The 

employee handbook confidentiality provision contains boilerplate terms that 

do not identify what information is deemed confidential, and the other 

employees of R.C. Bowman were not subject to contracts with confidentiality 

provisions. (See N.T. Trial, 10/15/20, at 61-62, 140-42); (N.T. Trial, 

10/16/20, at 23-24, 151-52). R.C. Bowman itself entered Exhibit 11 into 

evidence without seeking any protective orders from the trial court, making 

the list publicly available to the public, including its competitors. (See N.T. 

Preliminary Hearing, 1/15/20, at 25-26, 32-33); (N.T. Trial, 10/15/20, 42-

43).
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Against this factual backdrop as found by the trial court and our review 

of the record, we are constrained to conclude that the trial court erred in 

finding that R.C. Bowman met its burden to prove that the customers 

identified in Exhibit 11 were a trade secret as a matter of law where it was 

prepared in anticipation of litigation, did not represent permanent and 

exclusive relationships between the customers and R.C. Bowman, the 

corporation took few if any efforts to keep any of its customers confidential,

and failed to provide proof of the list’s value.

8 See Roth, supra at 429–30; 

Advanced Computer Applications, Inc., supra at 1012–13.

____________________________________________

8 We note that R.C. Bowman does not address Exhibit 11 or explain why the 

court properly found it was a trade secret, other than offering two case 

citations where customer lists were found to be trade secrets under the 

specific circumstances. Its argument primarily hinges on a theory that all the 

information on the computer constitutes a trade secret despite the court’s 

finding to the contrary and cases that are factually distinguishable. (See R.C. 

Bowman’s Brief, at 13-16).

Furthermore, although we agree with R.C. Bowman that an officer has a 

fiduciary duty to a corporation, the trial court denied the fiduciary duty claim 

on the basis that it was preempted by the Trade Secrets Act, and R.C. Bowman 

did not appeal that denial. Moreover, an argument about duty does not go to 

whether the customer list was a trade secret, but whether Bowman III 

misappropriated it. See 23 Pa.C.S. § 5302 (misappropriation defined in part, 

as “disclosure or use of a trade secret of another without express or implied 

consent by a person who ... at the time of disclosure or use, knew or had 

reason to know that his knowledge of the trade secret ... was acquired under 

circumstances giving rise to a duty to maintain its secrecy or limit its use[.]”). 

Since we conclude that legally, the Exhibit 11 customer list and the 

corporation’s customers could not be a trade secret under the circumstances 

of this case, they could not be misappropriated in violation of the PUTSA. See 

Advanced Computer Applications, Inc., supra at 1012–13.
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B.

Bowman III next argues that “the trial court erred in finding that [he], 

a shareholder of R.C. Bowman, was not entitled to inspect R.C. Bowman’s 

books and records despite providing a proper purpose under 15 [Pa.]C.S. 

§ 1508.” (Bowman III’s Brief, at 40) (unnecessary capitalization and 

emphasis omitted). R.C. Bowman responds that as a shareholder, Bowman 

III already receives significant financial information and R.C. Bowman is 

entitled to protect its confidential financial information under the 

circumstances of this case. (See R.C. Bowman’s Brief, at 20-24).

Section 1508 of the Business Corporation Law provides, in pertinent 

part:

(b) Right of inspection by a shareholder.—Every shareholder 

shall, upon written verified demand stating the purpose thereof, 

have a right to examine, in person or by agent or attorney, during 

the usual hours for business for any proper purpose, the share 

register, books and records of account, and records of the 

proceedings of the incorporators, shareholders and directors and 

to make copies or extracts therefrom. A proper purpose shall 

mean a purpose reasonably related to the interest of the person 

as a shareholder. ... The demand shall be directed to the 

corporation:

(1) at its registered office in this Commonwealth;

(2) at its principal place of business wherever situated; or

(3) in care of the person in charge of an actual business 

office of the corporation.

(c) Proceedings for the enforcement of inspection by a

shareholder.—If the corporation, or an officer or agent thereof, 

refuses to permit an inspection sought by a shareholder ...

pursuant to subsection (b) ..., the shareholder may apply to the 
J-S35034-21

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court for an order to compel the inspection. The court shall 

determine whether or not the person seeking inspection is entitled 

to the inspection sought. ... Where the shareholder seeks to 

inspect the books and records of the corporation, other than its 

share register or list of shareholders, he shall first establish:

(1) That he has complied with the provisions of this section 

respecting the form and manner of making demand for inspection 

of the document.

(2) That the inspection he seeks is for a proper 

purpose.

Where the shareholder seeks to inspect the share register 

or list of shareholders of the corporation and he has complied 

with the provisions of this section respecting the form and manner 

of making demand for inspection of the documents, the burden 

of proof shall be upon the corporation to establish that the 

inspection he seeks is for an improper purpose.

15 Pa.C.S. § 1508(b), (c) (emphases added).

“[W]hether a stockholder has set forth a ‘proper purpose’ to inspect 

corporate records is a determination which must be made on a case-by-case 

basis following a careful consideration of the surrounding circumstances of the 

document inspection request.” Zerbey v. Z.H. Zerbey Newspapers, Inc., 

560 A.2d 191, 198 (Pa. Super. 1989).

In this case, Bowman III, as a shareholder of R.C. Bowman, sent a series 

of letters to R.C. Bowman requesting access to the corporation’s records. 

(See Corporate Records Complaint, at Exhibits C, E, G). When R.C. Bowman 

denied these requests after Bowman III provided further information 

explaining why he believed he was entitled to inspection, he filed his action in 
J-S35034-21

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the trial court to compel the corporation to allow inspection.9 See 15 Pa.C.S. 

§ 1508(b), (c).

Bowman III sought to inspect the corporation’s monthly accounts 

receivable, monthly accounts payable, work backlog report, copies of all 

checks written from Bowman, Inc.’s accounts, sales agreements for all assets 

sold and proof of payment for same, all cash receipts and deposits, all credit 

card statements, complete payroll reports and a detailed Verizon phone bill. 

(See Corporate Records Complaint, at 6, Exhibits C, E, G). He demanded he 

be allowed to inspect the above financial records because he was concerned 

about individuals in management positions leaving, sizeable raises being 

given, a lack of current business, and Rob Bowman paying his personal 

expenses through the corporation. (See id.).

The trial court found that “Bowman III has not offered credible evidence 

that R.C. Bowman, Inc. is floundering or experiencing managerial difficulties.” 

However, it did conclude that Bowman III’s claim that Rob Bowman is paying 

his personal expenses through the corporation established a proper purpose. 

(Trial Ct. Op., 8); (see id. at 6-7). However, just because expenditures are 

____________________________________________

9 The trial court commented that it is reluctant to grant Bowman III access to 

the records because he did not make a formal request for them at a 

shareholders’ meeting. (See Trial Ct. Op., at 8-9). However, Section 1508(b) 

only requires that he direct his request to the corporation, not to the 

shareholders at a meeting. See 15 Pa.C.S. § 1508(b). Accordingly, he 

satisfied the demand requirement of Section 1508(b).
J-S35034-21

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not being used for improper purposes, that is not the proper standard for 

determining denying access to the corporate records.

Bowman III met his prima facie burden pursuant to Section 1508(c) that 

he was entitled to see the records by making a written demand of the 

corporation and then establishing a proper purpose, in this case, improper 

expenditures. Because he did not seek access to the share register or list of 

shareholders of the corporation, this is where the inquiry should have ended,

and the court improperly shifted the burden to R.C. Bowman to then establish 

an improper purpose. See 15 Pa.C.S. § 1508(b), (c); see also Shaw v. 

Hurst, 582 A.2d 87, 89 (Pa. Cmwlth. 1990)10 (trial court erred in denying 

access to corporate records where it concluded requestor had proper 

purpose); (Trial Ct. Op., at 7) (“[A] shareholder’s right to inspect corporate 

books cannot be denied on the ground that it might supply knowledge of 

corporate business to competitor.”)11 (citing Stuart v. Sterling Lumber Co., 

78 Pa. D.&C. 86 (Delaware Cty. CCP 1952)); see also Hodder v. George 

____________________________________________

10 “This Court is not bound by decisions of the Commonwealth Court. 

However, such decisions provide persuasive authority, and we may turn to 

our colleagues on the Commonwealth Court for guidance when appropriate.” 

Petow v. Warehime, 996 A.2d 1083, 1089 n.1 (Pa. Super. 2010), appeal 

denied, 12 A.3d 371 (Pa. 2010).

11 Although Hurst applied Section 5508 of the Business Corporation Law, 

which applies to non-profit corporations and requests by members to inspect 

corporate records, the pertinent language is identical, and we find its 

reasoning pertinent.
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Hogg Co., 72 A. 553, 554 (Pa. 1909) (shareholder wishing to ascertain if 

business properly conducted has right to inspect books even if there is 

competitor interest). Hence, we are constrained to reverse the Judgment on 

the Corporate Records Action.12

However, the trial court only found that a proper purpose was 

established by Bowman III’s concern that the corporation improperly paid Rob 

Bowman’s personal expenses, not to the remainder of the claims that went to 

the alleged mismanagement of the corporation. Which of the requested 

records are reasonably related to that narrow proper purpose is a fact question 

for the trial court. Accordingly, on remand, we direct the court to conduct 

whatever proceedings it deems necessary for it to determine which of the 

requested documents go to this narrow issue and should be produced for 

inspection. Furthermore, we are aware of the contentious nature of this 

litigation and R.C. Bowman’s concerns about the production of confidential 

financial materials to an individual with a competitive interest. Hence, to 

protect the interest of all shareholders, we also direct the court to determine 

____________________________________________

12 Although the court declined to compel R.C. Bowman to allow inspection 

because Rob Bowman “sufficiently answered the allegations,” Bowman III is 

“not bound to accept the statements and opinions of the officers of [R.C. 

Bowman], made under oath or otherwise. [He has] a right to make a personal 

inspection of the records and form [his own opinion.]” (Trial Ct. Op., at 8); 

Zerbey v. J.H. Zerbey Newspapers, Inc., 560 A.2d 191, 199 (Pa. Super. 

1989).
J-S35034-21

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whether the order should include a directive that such documents be provided 

only after Bowman III has signed a non-disclosure and non-use agreement.

In summary, we conclude that the trial court erred in entering judgment 

in favor of R.C. Bowman, Inc. in the Trade Secrets Action and Corporate

Records Action. We reverse the judgment at case numbers 1576-2019 and 

1690-2019 and direct the court, on remand, to conduct proceedings consistent 

with this decision.

Judgments reversed. Case remanded with instructions. Jurisdiction 

relinquished.

Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 1/14/2022