EXHIBIT 1

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IN THE UNITED STATES DISTRICT COURT FOR

THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

__________________________________________

:

FIDELITY BROKERAGE SERVICES LLC, :

900 Salem Street :

Smithfield, RI 02917, :

:

Plaintiff, :

:

v. : CASE NO.: 1:20-cv-02133

:

FAIRHAVEN WEALTH MANAGEMENT, :

LLC :

104 E. Roosevelt Road :

Suite 100 :

Wheaton, IL 60187, :

:

Defendant. :

SECOND AMENDED COMPLAINT

Plaintiff Fidelity Brokerage Services LLC (“Fidelity”) files this Second Amended 

Complaint against Defendant Fairhaven Wealth Management, LLC (“Fairhaven”). Defendant 

Fairhaven hired Fidelity’s former employee, Jennifer Taylor (“Taylor”), and encouraged and 

facilitated Taylor’s misuse of Fidelity’s confidential and trade secret customer information, which 

she obtained knowledge of and access to only as a result of her employment with Fidelity, to solicit 

Fidelity customers to transfer their Fidelity accounts to her at Fairhaven. Further, not only has 

Taylor taken and misused Fidelity’s confidential customer information but she shared that 

confidential, trade secret customer information with Fairhaven and its employees for the specific 

purpose of enabling Fairhaven personnel to misuse it. Fairhaven employees then did exactly that, 

using Fidelity’s customer information to aggressively and systematically solicit Fidelity customers 

to transfer their investment management business to Taylor at Fairhaven. Taylor’s conduct

violates her Employment Agreement with Fidelity, and Fairhaven has tortiously interfered with 

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that contract. Both Taylor and Fairhaven have misappropriated and misused Fidelity’s trade secret 

customer information in violation of Illinois law and the Defend Trade Secrets Act. Fairhaven has 

also engaged in unfair competition and conspired to take and misuse Fidelity’s information in order 

to divert Fidelity’s customers to their firm. 

PARTIES, JURISDICTION AND VENUE

1. Plaintiff Fidelity Brokerage Services LLC is a Delaware Limited Liability 

Company, whose sole member is Fidelity Global Brokerage Group, Inc., a corporation organized 

and existing under the laws of Massachusetts with its principal place of business located in Boston, 

Massachusetts. Fidelity is a member firm of FINRA.

2. Fairhaven Wealth Management, LLC is an Illinois Limited Liability Company, 

with a principal place of business located in Wheaton, Illinois.

3. This Court has original jurisdiction over this action pursuant to 28 U.S.C. § 1331, 

as this matter involves a cause of action arising under the Federal Defend Trade Secrets Act 

(“DTSA”), 18 U.S.C. §§ 1831 et seq. See 18 U.S.C. § 1836(c) (West 2017) (“The district courts 

of the United States shall have original jurisdiction of civil actions brought under this section.”). 

This Court has supplemental jurisdiction over the breach of contract and other state law claims 

herein pursuant to 28 U.S.C. § 1367 because the claims are so related to the DTSA claim for which 

this Court has original jurisdiction that they form part of the same controversy. 

4. This Court also has jurisdiction over this action pursuant to 28 U.S.C. § 1332 as 

the parties are of diverse citizenship and the amount in controversy exceeds $75,000.00, exclusive 

of interest and costs. Indeed, Defendant’s conduct threatens approximately 425 Fidelity client 

households, representing in excess of $1.18 billion in client assets under Fidelity management. 

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Through their illegal conduct, Taylor and Fairhaven have already diverted almost $60 million in 

client assets to Taylor at Fairhaven.

5. Venue is proper in this District because (a) most or all of the conduct alleged in this 

Second Amended Complaint occurred within this District, and (b) Fairhaven conducts business in 

this District.

NATURE OF THE CASE

6. Taylor, a former Fidelity Vice President, Financial Consultant, has used Fidelity’s 

confidential and trade secret customer information, that she had access to solely by virtue of her

employment with Fidelity, to unlawfully solicit Fidelity customers to transfer their business to her

new firm. Taylor has also shared Fidelity’s confidential and trade secret customer information 

with Fairhaven, and Fairhaven personnel used that information to further aggressively solicit 

Fidelity customers to transfer their investment management business to Taylor and Fairhaven. 

Defendant’s illegal conduct has resulted in almost the investment management business for more 

than $60 million in Fidelity customer assets being diverted to Taylor and Fairhaven. 

7. On March 6, 2020, Taylor resigned from Fidelity and immediately thereafter joined 

Fairhaven Wealth Management, a registered investment adviser firm (RIA), and began providing

competing services. 

8. In connection with her resignation, Taylor was sent a letter from Fidelity’s HR 

department reminding her of her post-employment obligations pursuant to her Employee

Agreement, and enclosing a copy of her Employee Agreement. A copy of the March 14, 2020

letter is attached to the Declaration of Scott Marshall as Exhibit F. 

9. Despite her post-employment obligations, since Taylor resigned she has 

aggressively and blatantly misappropriated Fidelity’s confidential and trade secret customer 

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information and used, and continues to use, that information to unlawfully target and solicit 

Fidelity customers to transfer their accounts to her new firm, as set forth more fully below.

10. Fidelity seeks injunctive relief requiring Defendant to return to Fidelity any and all 

records and/or documents in any form, received or removed from Fidelity by Taylor, containing 

information pertaining to customers Taylor served or whose names became known to Taylor while 

in the employ of Fidelity, including, but not limited to, any customer list or documents replicated 

or recreated by Taylor from memory or otherwise, and from using Fidelity’s confidential and trade 

secret information concerning Fidelity’s customers. This injunctive relief is necessary to end 

Defendant’s unlawful activities, which include misuse of Fidelity’s trade secrets and unfair 

competition.

11. Fidelity and Taylor are obligated to arbitrate the merits of this dispute consistent 

with the arbitration rules and regulations of the Financial Industry Regulatory Authority 

(“FINRA”) pursuant to FINRA Rule 13200. 

12. Fairhaven is not a FINRA member and therefore it is not required to submit to 

arbitration before FINRA Dispute Resolution, Inc.

FACTS COMMON TO ALL COUNTS

Fidelity’s Unique Customer Development Practices

13. Fidelity and its affiliates provide a variety of financial services—such as retirement 

services, investment planning, wealth management, securities execution and clearing, life 

insurance services, and equity services—to Fidelity customers, with whom Fidelity typically 

enjoys significant, long-term relationships. Fidelity offers individual investors a broad assortment 

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of trading and cash management features including buying and selling stocks, bonds, options and 

thousands of mutual funds from Fidelity and other well-known fund companies.

14. Fidelity is unique in the retail brokerage field because Fidelity does not have its 

Financial Consultants, such as Taylor, make “cold calls” to persons who have no relationship with 

Fidelity, or who were not referred to Fidelity. 

15. Instead, Fidelity requires its Financial Consultants to develop service relationships 

based upon leads that Fidelity provides. 

16. Fidelity provides leads to its Financial Consultants from two primary sources.

17. First, Fidelity forwards information to its representatives from prospective 

customers who initiate contact with Fidelity either by telephone, over the internet, or in person. 

18. Fidelity and its affiliates devote tens of millions of dollars per year towards

attracting customers to Fidelity’s various businesses in a variety of means. Fidelity arranges to 

publish and broadcast national and local advertisements which invite potential customers to 

contact Fidelity; Fidelity maintains an interactive internet page that allows interested persons to 

establish relationships with Fidelity; Fidelity maintains multiple call centers that prospective 

customers can use to initiate contact with Fidelity; and Fidelity maintains prominent retail 

locations which prospective customers can visit. 

19. A large portion of Fidelity’s business is derived from this initial customer contact 

that is generated by significant investments of time, labor, and capital by Fidelity.

20. Second, Fidelity forwards information to its representatives regarding customers, 

with whom Financial Consultants such as Taylor are the face of Fidelity, responsible for 

developing and sustaining the customer relationships for assigned customers.

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21. Fidelity’s lead-based approach to supporting its Financial Consultants distinguishes 

Fidelity from other full-service brokerages where individual brokers, rather than the firm, are 

responsible for establishing customer relationships.

22. Fidelity’s success in its lead-based approach is based on the typically long-standing 

relationships it enjoys with its customers.

23. For example, representatives may be assigned to service customers previously 

serviced by other representatives in certain circumstances, such as if the former representative 

moves, leaves Fidelity, or is promoted to another position. Moreover, Fidelity clients may be 

serviced by multiple Fidelity representatives depending upon the clients’ needs and service 

offerings in which they opt to participate at Fidelity. 

Fidelity’s Trade Secret Customer Information

24. Fidelity’s success with its unique lead-based approach to supporting Financial 

Consultants, such as Taylor, is also directly tied to Fidelity’s trade secret customer information, 

which is among Fidelity’s most important assets. 

25. Fidelity’s trade secret customer data includes not only the names and contact 

information of Fidelity customers, but also includes financial information relating to those 

customers, such as customer financial statements, investment goals, investment history, assets, 

income, and net worth. 

26. Although certain portions of such information might be publicly available — such 

as an individual’s name or published home telephone numbers — only a limited number of Fidelity 

employees know who among the general public are Fidelity customers who have demonstrated a 

specific need and desire for investment services. 

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27. Fidelity developed its customer base through a significant investment of time, labor, 

and capital, as described above. 

28. Fidelity maintains its customer data in confidence, both to preserve Fidelity’s 

competitive advantage in its customer base and to meet customer expectations that Fidelity will 

maintain sensitive, personally identifiable information (including their identity as a customer, 

contact information and financial information) in confidence. 

29. Fidelity derives substantial economic value from preserving its customer data as a 

trade secret. 

30. Although individual customers are periodically subject to random solicitations 

from Fidelity competitors, no competitor can effectively target a set of Fidelity customers and 

address their needs without access to or specific knowledge of Fidelity’s trade secret customer 

data. In this way, maintaining the confidentiality of Fidelity’s trade secret customer data provides 

Fidelity with a significant competitive advantage over its competitors.

Fidelity’s Efforts to Preserve the Confidentiality of Its Customer Data 

31. Fidelity vigilantly preserves its trade secret customer data so that it does not become 

available to competitors who could use the data to divert customers, without the investment of 

time, labor, and capital that Fidelity made to compile the information. Fidelity does not provide 

its trade secret customer data to competitors. 

32. Fidelity maintains its trade secret customer data on password-protected computers, 

and only employees whose jobs require access to the customer data are provided with such access. 

33. Fidelity maintains and advises its employees of a Global Policy on Information 

Protection that is displayed on Fidelity’s intranet. A true and correct copy of Fidelity’s Global 

Policy on Information Protection is attached to the Marshall Declaration as Exhibit A. Fidelity 

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periodically reminds its employees of this policy and provides employees with a Quick Reference 

Card (“QRC”) explaining how to protect specific types of Fidelity confidential information. A 

true and correct copy of Fidelity’s QRC is attached to the Marshall Declaration as Exhibit B. 

34. Fidelity also preserves trade secret customer data by requiring employees, 

including Taylor, to sign Employee Agreements in which each employee agrees not to use or 

disclose Fidelity confidential information, including Fidelity customer information, outside of 

Fidelity, and not to solicit Fidelity customers.

35. Fidelity has been vigilant in protecting its customers’ privacy because most Fidelity 

customers do not want, and have not authorized, Fidelity to share their contact or financial 

information outside of Fidelity. Furthermore, as discussed more fully below, Fidelity is required 

by federal law to prevent the disclosure to third-parties of nonpublic customer information, 

including customers’ contact information and financial information. See 15 U.S.C. § 6801, et seq.; 

17 C.F.R. § 248.1, et seq.

Taylor Agreed to Protect the Confidentiality of Fidelity’s 

Trade Secret Customer Information and Not to Solicit Fidelity Customers

36. At the time of her resignation on March 6, 2020, Taylor was a Vice President, 

Financial Consultant in Fidelity’s branch office in Oak Brook, Illinois. While working at Fidelity, 

Taylor was assigned clients to service on behalf of Fidelity.

37. In order for Taylor to service the customers’ accounts she was assigned to service, 

Taylor required access to the customers’ confidential personal and financial information. 

38. Taylor specifically acquired access to and knowledge of the names, contact 

information and confidential financial data for numerous Fidelity clients. By the time of her

departure, she had daily access to and had gained knowledge of confidential Fidelity information 

relating to approximately 425 households, representing in excess of $1 billion in client assets under 

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Fidelity management. Moreover, throughout her employment at the Oak Brook branch, the 

confidential information to which Taylor was given access was continually updated as clients were 

added, new accounts were opened, client assets and investments changed value, clients’ financial 

goals evolved, and as a result Taylor was provided with ongoing access to a pool of continually 

updated and evolving confidential information about the Fidelity clients she was assigned to 

service. 

39. Fidelity protects its customers’ information by, among other things, requiring each 

employee who will have access to that information to execute a standard Fidelity Employee 

Agreement. 

40. Fidelity records indicate that Taylor executed the Employment Agreement on 

September 20, 1999. Taylor then renewed her commitment to the provisions by signing it again 

on June 30, 2011. Copies of Taylor’s signed September 20, 1999 and June 30, 2011 Employee 

Agreements are attached to the Marshall Declaration as Exhibits C and D.

41. In her Employee Agreement, Taylor acknowledged the confidentiality of Fidelity’s 

records, including Fidelity’s customer lists and customer information. See Marshall Declaration

Exhibits C and D at ¶ 1. 

42. Taylor promised to use Fidelity’s trade secrets only in the course of her employment 

with Fidelity and not to divulge Fidelity’s trade secrets to third parties. Id.

43. Taylor promised that, upon termination of employment, she would “return all 

company property ... including but not limited to Confidential Information.” Id. at ¶ 3.

44. Taylor also promised that following termination of employment she would not use 

Fidelity’s Confidential Information to solicit Fidelity’s clients. Id. at ¶ 6.

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45. Taylor further promised that for a period of one year following termination of her

employment she would not directly or indirectly solicit in any manner or induce or attempt to 

induce any customer or prospective customer with whom she had personal contact or about whom 

she otherwise learned during the course of her employment with the Fidelity. Id.

46. Taylor agreed that any violation of the Employee Agreement—including after her

termination—would cause Fidelity irreparable damage and would entitle Fidelity to seek 

injunctive relief to protect its trade secret customer information. Id. at ¶ 10 (Ex. C) and ¶ 11 (Ex. 

D).

47. As consideration for the Employee Agreements Taylor executed, Fidelity hired her, 

promoted her, provided her with ongoing access to continually updated confidential business 

information, compensated her throughout her employment, and provided her with introductory and 

continuing on-the-job training, and promotions. Fidelity assigned Taylor customers with higher 

assets to service on behalf of Fidelity and provided Taylor with leads to enable her to succeed at 

Fidelity. Fidelity further provided Taylor with support services; paid for facilities, computer 

equipment, market reporting services, and all other business expenses; and registered Taylor with 

the Financial Industry Regulatory Authority and the New York Stock Exchange. Fidelity provided 

Taylor with sales assistance, research, the benefit of Fidelity advertising, goodwill and name 

recognition, access and use of experts in asset management, tax, estate planning and insurance, 

and with promotional marketing and sales support. 

Taylor Misappropriated Fidelity’s Trade Secret Customer Information 

And Is Using It For The Benefit Of Herself and Fairhaven

48. Despite her contractual obligations and her obligations under Illinois law, Taylor

misappropriated Fidelity’s trade secret customer information and has used and continues to use 

Fidelity’s trade secret customer information to solicit Fidelity customers. 

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49. Since Taylor resigned from Fidelity, Fidelity has been receiving reports that she—

and personnel of her new firm, Fairhaven, acting on her behalf—have been soliciting Fidelity 

customers to transfer their business to Fairhaven.

50. In fact, one client reported that Taylor solicited him, and set up an appointment for 

him to come meet with her at her new firm, before she even resigned from Fidelity. After Taylor 

resigned, Fidelity representatives were assigned to service the customers that were previously 

serviced by Taylor. In a meeting with the new Financial Consultant, the customer reported that 

during his last meeting with Taylor, while she was employed at Fidelity, she set up a meeting for 

him at her new firm. Taylor also told the client that he would be able to leave his assets at Fidelity 

but Taylor would be able to add her name to their account and provide financial advice. 

51. Accordingly, Fidelity’s in-house counsel sent Taylor a letter reminding her of her 

contractual obligations, enclosing a copy of her Employee Agreement, and demanding that she 

cease any further solicitation of Fidelity customers. Fidelity also enclosed an affidavit for her to 

sign attesting that she did not have, or had returned, any of its customer information. A copy of 

the March 20, 2020 letter is attached to the Marshall Declaration as Exhibit G. 

52. Taylor never responded to the letter and never returned the signed affidavit. 

53. Fidelity has since learned that Taylor has continued to use Fidelity’s trade secret 

customer information to aggressively solicit customers to transfer their accounts to her new firm. 

54. Since Fidelity’s March 20, 2020 letter to Taylor, another client reported to her new 

Financial Consultant that she received a call from the firm that Taylor joined and the person said 

that she was calling on Taylor’s behalf. The employee from Taylor’s new firm, Fairhaven, then 

asked the Fidelity client to consolidate her assets and transfer them to Taylor at her new firm. The 

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client was not happy that someone called her and wanted to make sure that Fidelity was aware that 

this was being done by Taylor and her new firm

55. Other clients have also reported to Fidelity that Taylor was contacting them about 

doing business with her at her new firm. 

56. The only way Taylor could have known that these particular individuals were 

customers of Fidelity and how to contact them is by exploiting the ongoing access she was given 

to Fidelity’s constantly updated confidential and trade secret information, and using her knowledge 

of that confidential information about Fidelity’s clients to identify and target Fidelity clients for 

her own benefit, and the benefit of her new firm.

Taylor Conspired with Fairhaven, Provided Fairhaven With Fidelity Customer 

Information and Fairhaven Further Solicited Fidelity Customers

57. After resigning, Taylor provided a list of Fidelity customers that she serviced on 

behalf of Fidelity to Fairhaven. Fairhaven then shared that information with its personnel. 

Fairhaven personnel then began initiating contact with the customers on that list and soliciting 

them to meet with Taylor and move their business to Fairhaven. 

58. Fairhaven records show that Fairhaven personnel systematically contacted 

customers previously serviced by Taylor through customer information provided by Taylor.

59. Fairhaven personnel invited Fidelity customers to meet with Taylor at Fairhaven. 

60. A Fairhaven employee called Fidelity customers and told them that Taylor would 

be able to provide better service to them now that she was at Fairhaven.

61. A Fairhaven employee called Fidelity customers and told them that Taylor had a 

whole team behind her now that she was at Fairhaven and that Fairhaven was “known for [its]

customer service!”

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62. The reports from Fidelity customers and the evidence obtained in this case to date 

confirm that both Taylor and Fairhaven have misappropriated and misused Fidelity’s trade secret 

information to solicit and divert Fidelity customers to Taylor at Fairhaven.

The Threat of Irreparable Harm 

Fidelity Faces from Defendants’ Conduct

63. The theft and misuse of Fidelity’s trade secret customer information to solicit and 

unfairly compete with Fidelity causes Fidelity both monetary and irreparable harm. Defendant’s

conduct has and will continue to irreparably harm Fidelity’s relationships with its customers, such 

as by losing goodwill, losing future business or referrals, as well as losing trust and confidence in 

securing inherently-private information, which cannot be calculated with precision and cannot be 

adequately compensated. 

64. Fidelity’s customer information, including the identity of Fidelity customers, is 

also required to be kept confidential under the Gramm-Leach-Bliley Act and its implementing 

regulations. The statute declares, “[i]t is the policy of the Congress that each financial institution 

has an affirmative and continuing obligation to respect the privacy of its customers and to protect 

the security and confidentiality of those customers’ nonpublic personal information.” 15 U.S.C. § 

6801(a) (2012). The implementing regulation, known as Regulation S-P, prohibits the disclosure 

of so-called “nonpublic personal information” to third parties without consent. 17 C.F.R. § 248.10 

(2017). Nonpublic personal information is defined to include customer lists from financial 

institutions, even if those lists contain only names of Fidelity customers because the identity of an 

individual as being a customer of a particular financial institution is specifically protected by the 

federal regulations. 17 C.F.R. § 248.3(t)(1) (2017); 17 C.F.R. § 248.3(u)(2)(i)(D) (2017). Indeed, 

these regulations also protect a customer’s account information. 17 C.F.R. § 248.3(t)(1); 17 C.F.R. 

§ 248.3(u)(1).

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65. Fidelity customers rightfully have an expectation that their confidential contact and 

financial information, such as their identities, contact information, net worth, risk tolerances, 

investment goals, and preferences, will be protected and not misused by departing employees. 

Thus, customers understandably are concerned when former Fidelity employees, such as Taylor, 

have access to their information and are using it to solicit their business to a new and different 

securities firm like Fairhaven.

66. In other words, the damage to Fidelity’s customer relationships has already 

occurred, is ongoing and is incalculable, as Fidelity cannot put a price on the value of its customer 

relationships or the damage caused when Defendants took and improperly misused confidential 

and trade secret customer information on behalf of a competing business. 

67. Based on all the foregoing facts and conduct, Fidelity believes and thereon alleges 

that Defendant, together with Taylor, prepared to engage in, is engaging in, and plans to continue 

to engage in the following wrongful acts:

• use and/or disclosure of Fidelity’s trade secret customer information and 

misappropriation of the trade secret information contained in confidential Fidelity 

business records, including specifically the names, addresses, phone numbers, 

and/or other confidential financial information of Fidelity customers;

• transmission verbally, in writing or in another manner for the use of a Fidelity 

competitor, customers’ contact and financial information contained in Fidelity’s 

records; and

• solicitation of Fidelity customers on behalf of Taylor and Fairhaven.

68. Fidelity has been and continues to be damaged, both monetarily and irreparably, by 

the actual and threatened loss of customers and customer goodwill caused by Defendant’s

misappropriation and misuse of Fidelity’s trade secret customer information and solicitation of 

Fidelity’s customers in violation of Taylor’s Employee Agreement and in violation of Illinois law. 

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69. Denial of injunctive relief would also leave Fidelity vulnerable to the same conduct 

from other employees.

70. Fidelity asks for the Court’s assistance in protecting that information and requiring 

it to be returned to Fidelity.

FIRST CAUSE OF ACTION

(Injunctive Relief)

71. Fidelity hereby realleges and incorporates by reference the allegations of the 

Amended Complaint above, inclusive, as though set forth in full.

72. In doing the acts described herein, Defendant has harmed Fidelity by, among other 

things, improperly garnering, retaining, disclosing and utilizing Fidelity’s confidential and 

proprietary information and trade secrets, in violation of federal and Illinois law, to give Defendant

a competitive edge over Fidelity, attempting to poach Fidelity’s customer accounts, and 

diminishing Fidelity’s reputation and goodwill.

73. Unless Defendant is enjoined from the foregoing conduct, Fidelity will be 

irreparably harmed by:

(a) Disclosure of trade secrets, customer lists, and other confidential 

information that is solely the property of Fidelity and its clients;

(b) Loss of confidentiality of clients’ records and financial dealings, loss of 

confidence and trust of clients, loss of goodwill, and loss of business 

reputation; and

(c) Potential future economic loss, which is presently incalculable.

74. Thus, Fidelity is entitled to injunctive relief.

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SECOND CAUSE OF ACTION

(Misappropriation of Trade Secrets in Violation of the 

Defend Trade Secrets Act, 18 U.S.C. § 1831 et seq.)

75. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below. 

76. The above-alleged facts constitute actual and threatened misappropriation of trade 

secrets by Defendant in violation of the Federal Defend Trade Secrets Act (“DTSA”), 18 U.S.C. § 

1831 et seq., in one or more of the following respects. 

77. Fidelity’s above-described trade secrets, including the contact and confidential 

financial and account information of Fidelity customers, are the subject of reasonable efforts by 

Fidelity to maintain their secrecy and/or confidentiality. Fidelity’s customer information is not 

generally known to the public or to competitors who could profit from its use or disclosure.

78. Defendant has used Fidelity’s customer information without Fidelity’s consent. 

Defendant engaged in this conduct despite the fact that Taylor acquired this information under 

circumstances giving rise to a duty to maintain the information’s secrecy and limit its use, which 

duty Taylor owed and continues to owe Fidelity as a former agent, employee and representative of 

Fidelity. Fairhaven for its part acquired its access to Fidelity’s trade secrets from Taylor, who 

Fairhaven knew had acquired it under circumstances giving rise to a duty to maintain the 

information’s secrecy, and to limit its use and disclosure to any third party, including especially a 

competitor.

79. Such information is also protected as “non-public” information under federal 

securities Regulation S-P. 17 C.F.R. § 248.3(t)(1); 17 C.F.R. § 248.3(u). Accordingly, Fidelity is 

required by federal statute to ensure that non-public customer contact, financial, and account 

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information such as that misappropriated by Defendants is not disclosed to third parties without 

consent. 17 C.F.R. § 248.10.

80. Fidelity derives a significant economic benefit from the above-described trade 

secrets, including a benefit from the fact that its competitors do not have access to this information 

through any proper means. 

81. Fidelity faces a threat of continuing irreparable harm, for which Fidelity lacks an 

adequate remedy at law, from Defendant’s ongoing misappropriation and misuse of Fidelity’s 

trade secret customer information. 

82. Unless Defendant is enjoined from the foregoing conduct, Fidelity will be 

irreparably harmed by:

(a) Disclosure of trade secrets, customer lists, and other trade secret 

confidential information that is solely the property of Fidelity and its 

customers;

(b) Use of Fidelity’s trade secrets to solicit customers on behalf of a 

competitor;

(c) Loss of confidentiality of clients’ trade secret records and financial 

dealings, loss of confidence and trust of clients, loss of goodwill, and loss 

of business reputation; and

(d) Potential future economic loss, which is presently incalculable.

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Defendant’s conduct constitutes a willful and malicious misappropriation of Fidelity’s trade 

secrets.

THIRD CAUSE OF ACTION

(Misappropriation of Trade Secrets and Misuse of Confidential Information in 

Violation of the Illinois Trade Secret Act, 765 Ill. Comp. Stat. 1065)

83. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

84. As described above, Fidelity possessed trade secrets, including the contact and 

confidential financial and account information of Fidelity customers, which are the subject of

reasonable efforts by Fidelity to maintain its secrecy and/or confidentiality. 

85. Defendant has used Fidelity’s trade secret customer information without Fidelity’s 

consent. Defendant engaged in this conduct despite having a duty to maintain the information’s 

secrecy and limit its use, or receiving it from a person who had that duty. 

86. Plaintiff derives economic value from this confidential information, due to it not 

being generally known to other persons who could obtain economic value from its disclosure or 

use.

87. Plaintiff has made efforts that are reasonable under the circumstances to maintain 

the secrecy of such information.

88. Defendant is misusing this information to unfairly compete with Plaintiff and to 

injure Plaintiff’s relationships with its clients and/or divert the investment advisory business of 

such clients to Fairhaven.

89. The disclosure and misuse of such information constitutes a misappropriation of 

trade secrets in violation of applicable law, including the Illinois Trade Secrets Act, 765 Ill. Comp. 

Stat. 1065.

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90. Defendant’s conduct constitutes a willful and malicious misappropriation of 

Fidelity’s trade secrets and has caused Plaintiff irreparable harm, loss and damages.

FOURTH CAUSE OF ACTION

(Unfair Competition)

91. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

92. Defendant’s conduct as described above constitutes an unfair method of 

competition.

93. As a direct and proximate result of Defendant’s conduct, Fidelity has suffered and 

will continue to suffer financial loss, loss of goodwill, and irreparable loss of the confidentiality 

of client information, as well as the loss of proprietary firm information and trade secrets.

FIFTH CAUSE OF ACTION

(Tortious Interference with Contract)

94. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

95. Defendant Fairhaven either knew or reasonably should have known that Taylor had 

an employment agreement with Fidelity.

96. Fairhaven tortiously interfered with Fidelity’s employment agreements and 

relationship with Taylor by encouraging, assisting and inducing her to breach her agreements by 

taking customer information, disclosing it to Fairhaven, and using it to solicit Fidelity’s customers 

to transfer their accounts to Fairhaven. Fairhaven further instructed and/or permitted its employee 

to misuse that misappropriated information to solicit Fidelity clients on behalf of and in concert 

and participation with Taylor, aiding and abetting Taylor’s breach of her obligations to Fidelity.

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97. As a direct and proximate result of Fairhaven’s conduct, Fidelity has suffered and 

will continue to suffer financial loss, loss of goodwill, and irreparable loss of the confidentiality 

of client information, as well as the loss of proprietary firm information and trade secrets. 

SIXTH CAUSE OF ACTION

(Tortious Interference with Existing Business Relations)

98. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

99. Defendant tortiously interfered with Fidelity’s client relationships by planning to 

and in fact soliciting clients to move their accounts to Taylor at Fairhaven, including through the 

wrongful use of Fidelity’s confidential information and trade secrets. 

100. As a direct and proximate result of Defendant’s conduct, Fidelity has suffered and 

will continue to suffer financial loss, loss of goodwill, and irreparable loss of the confidentiality 

of client information, as well as the loss of proprietary firm information and trade secrets. 

101. Fidelity is entitled to injunctive relief, enjoining Defendant from further acts of 

tortious interference. 

SEVENTH CAUSE OF ACTION

(Unjust Enrichment)

102. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

103. Defendant misappropriated Fidelity’s trade secrets and confidential information 

and unfairly competed with Fidelity, thereby wrongfully benefitting from its actions. 

104. As a result of Defendant’s wrongful and illegal conduct, it has benefitted in the 

form of the diversion of the investment management business of numerous Fidelity customers to 

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Taylor at Fairhaven. Also, as a result of the Defendant’s wrongful and illegal conduct, Fidelity 

has suffered harm. 

105. Allowing Defendant to benefit from such conduct would be unfair and inequitable, 

and should be prohibited.

EIGHTH CAUSE OF ACTION

(Civil Conspiracy)

106. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

107. Fairhaven and Taylor formed and operated a malicious combination with a common 

purpose to injure Fidelity by performing unlawful acts by violating Fidelity’s statutory and 

common law rights as described above.

108. The foregoing conduct was malicious and willful; it was performed with the 

specific intent to injure Fidelity.

109. Defendant in fact engaged in several overt unlawful acts, set forth above, and 

conduct violative of Fidelity’s statutory and common law rights as described above, causing actual 

harm to Fidelity.

110. As a consequence of the foregoing, Fidelity has suffered and will continue to suffer 

financial loss, loss of goodwill, and irreparable loss of the confidentiality of client information, as 

well as the loss of proprietary firm information and trade secrets.

PRAYER FOR RELIEF

For the reasons set forth above, Fidelity respectfully requests that the Court grant:

1. Injunctive relief (a) prohibiting any further misuse or commercial exploitation by 

Defendant of Fidelity’s confidential trade secret customer information;

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2. Injunctive relief ordering Defendant and anyone acting in concert with Defendant

to return to Fidelity (a) any and all records, information and/or documents in any 

form containing information pertaining to customers or prospective customers of

Fidelity whom Taylor served or whose name became known to Taylor while in the 

employ of Fidelity, (b) any and all copies of the foregoing, (c) all records, 

information or documents, in any form, created by Taylor, or anyone acting in 

concert with her, based on documents or information that were received or removed 

from Fidelity by Taylor, (d) any list of Fidelity customer names that may have been 

created or recreated by Taylor from memory, and (e) any documents or information

derived from a list created or recreated by Taylor from memory, or derived from 

any of the documents or information described in items (a) through (c) of this 

paragraph 2;

3. Awarding against Fairhaven and in favor of Fidelity (a) compensatory damages, (b) 

punitive damages, (c) exemplary damages as authorized by statute, and (d) 

attorneys’ fees and costs as authorized by statute and/or contract; and

4. Any and all additional relief the Court deems just and equitable under the 

circumstances.

Dated: March 9, 2022 Respectfully submitted,

FISHER & PHILLIPS LLP

/s/ Susan M. Guerette 

Susan M. Guerette (admitted pro hac vice)

Two Logan Square, 12th Floor

100 N. 18th Street

Philadelphia, PA 19103

TEL: (610) 230-2133

FAX: (610) 230-2151

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sguerette@fisherphillips.com

Joel W. Rice

Franklin Z. Wolf

10 South Wacker Drive, Suite 3450

Chicago, IL 60606

TEL: (312) 346-8061

FAX: (312) 346-3179

jrice@fisherphillips.com

fwolf@fisherphillips.com

Attorneys for Plaintiff

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