Trade Secrets-The Technical Man In Legal Land

special report

Never imagine yourself not to be otherwise than what it might appear to others that what you were or might have been was not otherwise than what you had been would have appeared to them to be otherwise.

The moral that the Duchess puts to Alice in Lewis Carroll's fable might well occur to Dr. Donald E. Hirsch as he enters his third year as the focal point in a legal tug of war between Du Pont and American Potash & Chemical. Indeed, the confusion of her advice mirrors the confusion of moral, ethical, and legal principles that can result when a technical man moves from one company to another, intending to work in the same field. The appearance to his former em­ployer may be otherwise than the appearance seems to be to him.

A Du Pont employee for 12 years, Hirsch became an expert in several facets of that company's top-secret chloride process for making titanium dioxide. In 1962, he accepted a job as manager of plant technical serv­ices at a T i 0 2 plant Ampot planned to build (now under construction at Hamilton, Miss.).

Du Pont envisioned much of its con­fidential know-how inadvertently leak­ing out of Hirsch as he performed his routine duties in the new job. The company wasted no time in going to court, seeking not only to prevent him from disclosing to Ampot any of its trade secrets pertaining to T i 0 2 and the process for making it but also to block Hirsch from going to work in Ampot's T i 0 2 plant at all. After two years of preliminary hearings and maneuverings, the case has yet to go to trial.

That a company has a right to the trade secrets that it has paid for and worked hard to get is well established in the law. In the U.S. alone during the past 100 years, the courts have handled hundreds of cases, refining and expanding their decisions to meet the needs of a rapidly changing soci­ety and technology. Even so, each new case presents a slightly different set of circumstances from that of the

most similar case that preceded it. Points that appear to the layman ex­tremely minor may be enough to sway a judge one way or the other in his decision.

As zealous as the courts are in pre­serving the rights of employers, they are often even more diligent in safe­guarding an employee's rights—pos­sibly because he appears the under­dog, even though his new employer may be doing battle alongside him. At stake is his freedom to move from job to job, to use his personal knowl­edge, skills, and experience, and to better the lot of himself and his fam-

ay. But may an employee take his em­

ployer's trade secrets with him and disclose them to others? Of course not. May a company extract from the courts unreasonable restrictions that work a great hardship on the in­dividual? No. May a particular man take a particular job without inevi­tably disclosing confidential informa­tion of his previous employer? Will a court specifically enjoin him from taking the job? Well—maybe. It depends on the circumstances, and the circumstances are many and var­ied.

The problem that may face the technical man, then, is, "Where do you draw the line between your own skills and your former company's trade secrets?" In fact, are there conditions where it is impossible to draw the line? In reaching its decision, a court must thread its way through a tangle of legal and scientific details to bal­ance the rights of both parties. But long before the matter has gone that far—even before it has become a court case—the individual involved has had to make a decision. Impartial advice is often hard to come by.

The gray area between employer know-how and employee know-how

JAN. 18, 196 5 C&EN 81

The payoff on important new technology can be great

is growing larger as our technology grows more and more complex. Com­panies are placing large bets on re­search and development—about $13 billion in fiscal 1964. The payoff on an important piece of new technology can be considerable. How consider­able is well illustrated by Du Pont's chloride process for T i0 2 . This ex­ample also indicates why the nerve touched by Ampot and Hirsch is so sensitive.

Joseph Shrawder, Jr., general man­ager of Du Pont's pigments depart­ment, terms the chloride process "the most important development in the history" of the department. Very briefly, it involves reacting an ore with chlorine to produce titanium tet­rachloride, oxidizing TiCl4 vapor with oxygen to T i0 2 , and treating the pig­ment to impart certain desirable prop­erties, such as whiteness and covering power.

Du Pont says it spent more than $9.4 million from 1940 to 1951 on re­search and development, scale-up of a pilot plant to a semicommercial plant at Edge Moor, Del., start-up of that plant, and its operating losses. During the next eight years, the com­pany spent more than $3.7 million for R&D, plus another $4 million for start-up and training expenses for a plant at New Johnson ville, Tenn. The construction cost of these two plants alone was $40.1 million. The completion of the Antioch, Calif., plant in 1964 brings the total in plant construction to more than $50 million.

What has all this outgo meant to Du Pont? From March 1949 through November 1962, that company sold more than $200 million worth of pig­ment made by the chloride process. From 1952 through 1961, production of chloride pigment made by Du Pont increased about 20% per year com­pared with an industry average of 6.7% per year. Obviously, then, Du Pont's share of this market increased rapidly during these 10 years.

Du Pont claims, with some pride, that up to at least 1962 no other com­pany had managed to perfect a com­

mercial chloride process for Ti0 2 , al­though several had worked on the problem from time to time. The high temperatures and extremely corrosive materials involved make operating a large plant very tricky, the company says. (Cabot has since put on stream a 20,000 ton-per-year chloride proc­ess plant at Ashtabula, Ohio.)

Much has been written about elab­orate cloak-and-dagger operations of people who have stolen trade secrets in the form of samples, blueprints, lab records, or other physical prop­erty that they can profitably dispose of. The Du Pont case, on the other hand, concerns trade secrets in the form of knowledge that resides in a man's brain. No one has charged that Hirsch has engaged in unethical conduct or that he intends to. The fact that even the most high-minded person can send management scurry­ing to the law department when he takes a new job makes worthwhile a closer look at the Du Pont-Ampot case and the issues involved.

How Inevitable Is "Inevitable"?

Donald Hirsch received his educa­tion in chemical engineering at the University of Pittsburgh: B.S., 1947; M.S., 1948; and Ph.D., 1954. He is now 40 years old, married, and has four children.

In 1950, Hirsch joined Du Pont. During his first five years there, he worked solely on Du Pont's chloride process for titanium dioxide and for the next five years on the chloride chemistry of niobium. In 1960 and 1961, he was again on the TiOo proj­ect and in 1962, until his resignation in November, was part of a Du Pont task force responsible for incorporat­ing the company's latest technology into the Antioch plant, then being de­signed. He later testified that he probably knew about as much as any­one in Du Pont about the chloride process, with the exception of one man.

During his last few years with Du Pont, Hirsch says, he tried without

success to move from the purely tech­nical side to the management side of the business. Dissatisfied with this situation, he applied over a three-year period to at least 10 companies but received only one offer, which he considered inadequate, from a paper institute. The others told him, he says, that "I didn't have the type of experience or background that they needed in their job."

In the meantime, Ampot signed an agreement in 1960 with Laporte In­dustries in England whereby the two would build a titanium dioxide plant in California. At first they intended to use the sulfate process which La­porte has used commercially for many years. However, Ampot's market re­search soon disclosed that the com­pany would be in a much better com­petitive position using a chloride process, which produces a better product.

Laporte had done research and de­velopment on a chloride process and holds some patents in that area. Also, the company was operating a pilot plant in England. Ampot and La­porte set out to perfect the process and to test it in a semicommercial plant in England. Ampot later shifted the location for the full-scale U.S. plant from California to Hamil­ton, Miss., where construction started early in 1964. This start was about two years later than the company had originally planned, but Ampot attrib­utes the delay to the change to the chloride process plus delays in com­pleting the semicommercial unit.

Aware that it was entering an area that could be fraught with ethical perils, Ampot set up a special proce­dure for T i 0 2 employment. A com­pany memorandum on the subject makes two principal points: first, that "the initial contact with any prospective employee . . . should be made by an executive search agency retained to locate such persons or by such prospective employee;" and sec­ond, that before the agency should send a prospect for an interview, it should "make it clear that he is not to

82 C&EN JAN. 18, 1965

disclose to any employee of the com­pany, either during the interview or at any other time, any proprietary or confidential information, data, devel­opment, or trade secret acquired by him from a third party." To make the latter point even more emphatic, the applicant was to sign an agreement to that effect before the interview.

The agency that Ampot hired placed ads in various technical maga­zines and newspapers, including a Wilmington, Del., paper—a point that Du Pont's attorneys have not over­looked. The ad that caught Hirsch's eye, however, was in a bulletin of the American Institute of Chemical Engi­neers. It did not mention the com­pany's name but specified that the ap­plicant for the opening, manager of plant technical services, "must have Ti02 experience,, and suggested that the job is "an excellent opportunity for an individual who is currently stale­mated at the senior process engineer­ing or the general production foreman level."

Hirsch says he pondered the pos­sible ethical conflict for a couple of weeks, then sent his application to the management consultant firm in Los Angeles for an interview. A major point of discussion with the executives there was the possible con­flict of interests. Hirsch later testi­fied, in regard to the interview, "I wanted to assure myself that they wanted my skills and general knowl­edge and not Du Pont's secrets and proprietary know-how, and I received that assurance to my satisfaction."

In due time, Ampot made an offer, and Hirsch accepted. His new salary was to be roughly the same as his pay plus bonuses at Du Pont, but he viewed the prospects for advancement as much rosier. Events moved more swiftly after that. On Nov. 23, he informed his immediate supervisor at Du Pont of the new job. He resigned from Du Pont on Nov. 27 and signed with Ampot the next day. Two days later Du Pont went to court and ob­tained a temporary restraining order (still in effect) preventing Hirsch from working on Ampot's Ti02 proj­ect.

In its complaint against both Hirsch and Ampot, Du Pont alleges that it will be "impossible" for Hirsch to work for Ampot in any capacity con­nected with the construction, devel­opment, or operation of the plant be­ing constructed by Ampot for the manufacture of Ti02 pigments by the

chloride process without inevitably disclosing or using Du Pont's confi­dential information and trade secrets. It charges further that Du Pont will suffer "substantial damage, loss, and injury unless the threatened unlawful and unauthorized invasion" by the defendants of Du Pont's secret know-how is enjoined.

A critical point in the complaint is the allegation that Hirsch's "under­taking . . . to engage in work for the defendant, Potash, of the nature and character in which he now is or in­tends to be employed" constitutes a breach of his employment agreement with Du Pont. A part of that agree­ment contains the usual clause in which the employee agrees not to dis­close or use any of Du Pont's trade secrets or confidential information. But the agreement does not have a clause that prevents the employee from going to work for a competitor in the same field.

Du Pont makes much of the fact that Ampot has never been in the Ti02 business and contends that Am­pot does not have enough technical knowledge to manufacture the pig­ment commercially by the chloride process. Pointing to its own difficul­ties with the process in the past, Da Pont says there are many technical problems to making it work on a large scale. Frederick H. Weissmul-ler, a retired manager of the pigments department, stated that they had "al­most sweated blood" for a long time after the Edge Moor plant was built. For nearly four years, Du Pont's en­gineers were unable to make the proc­ess work well on a commercial scale. Knowledge of how Du Pont solved its problems would be invaluable to Ampot, Du Pont contends.

Ampot counters that it does have its own process for making Ti02, which was "well defined" by studies in a two ton-per-day pilot plant before Hirsch applied. Also, at the time the court action began, Ampot and La-porte were tuning up a much larger plant, and C. F. Braun had been working for months preparing final engineering design drawings for the commercial plant.

The duties of manager of plant technical services, Ampot says, are concerned with the "direction of gen­eral programs and not with detailed technical problems." Du Pont's line of attack indicates that it disagrees strongly with this interpretation of Hirsch's job and that Du Pont be­

lieves he will face many difficult prob­lems that will inevitably cause him to use Du Pont know-how. In short, it will be impossible for him to sepa­rate his own skills and experience from Du Pont's confidential informa­tion.

In opposing Du Pont's motion for a preliminary injunction, Ampot de­clared, "What then is plaintiff's case? That such disclosure and use are 'in­evitable' . . . . Plaintiff would have this court restrict the liberty of an individual from pursuing his chosen occupation without a full hearing on such a nebulous concept of inevitabil­i ty . . . . An injunction restraining an individual's liberty should not issue when the basic question of injury is in conflict—and that conflict over an inadvertent prospective injury."

Thus, each in its own. way, both companies settled on the basic issue.

Sound Principles or Bitter Frustration

Although the Du Pont-Ampot has­sle is not the first of its type, it has aroused a great deal of comment, es­pecially in the press. There is a tend­ency to put the dilemma Hirsch faces in oversimplified, and sometimes col­orful, terms. If a subordinate pre­sents a possible solution to a particu­lar problem, will the knowledge Hirsch carries with him from Du Pont cause a smile to creep across his face at the right solution, a frown at the wrong one? Will his irritation and frustration show if his engineers are intensely examining every possible so­lution except the right one or the best one?

Du Pont is more specific in where it sees dangers. For example, Dr. Zera L. Hair, a technical superintendent in the pigments department, sees allo­cation of manpower as one of these. It is never possible to put men to work on all the problems that pop up, he says. Hirsch will have to decide which problems to put men on and which to bypass. He will not be able to initiate or not initiate, assign manpower, and so forth without using Du Pont's secret information, Hair concludes.

Again, in the matter of judging the accuracy of his engineer's work, Hair says that Hirsch will be able to de­tect many of these errors by using Du Pont know-how. "It will be impos­sible for him to blank his Du Pont know-how out of his consciousness

JAN. 18, 196 5 C&EN 83

Ethical blocks may face the technical man in his new job

In February 1963, Donald Hirsch underwent extensive questioning by James M. Tunnell, Jr., an attorney retained by Du Pont. Here are parts of that testimony in which Dr. Hirsch attempts to explain how he thinks he can do his job at American Potash & Chemical without disclosing any of Du Pont's confidential information on titanium dioxide.

At one point, Mr. Tunnell directed his question to Dr. Hirsch's supervision of his field engineers—those working directly on plant problems—without using Du Pont's con­fidential information. Dr. Hirsch had previously stated that in the job of a field engineer, he himself might possibly run into an ethical block that would prevent him from doing a good technical job. The attorney asked him to explain how he would be able to supervise these men without encounter­ing the ethical block.

A. "Let us say that a problem arises . . . that requires engi­neering effort. If this is in an area of the plant where there is no similarity to the Du Pont process, I obviously have no problem whatever.

"If it happens to be in some area—if such an area exists—where there is a similarity to a Du Pont process or where Du Pont's proprietary information could possibly be used, I would follow essentially the same routine, that is, I would ask my engineers to present me with a written state­ment of their understanding of just what the problem is; the value of this problem in lost production or lost time or in­creased cost; . . . an estimate of the time that it would re­

quire to come to a solution; and a simple statement of pro­posed solutions for this.

"We would discuss this piece of paper to modify it, if necessary, to make it more exact. If it is in an area . . . where there is no conflict, my discussion would be wide open. If it is in an area where . . . I couldn't enter into that discussion freely, [ I ] would have to accept what he wrote down as being a fair analysis of what he is going to do about it. Now then, [he would] proceed on the basis of cost and manpower for his solutions. . . "

Q. "Well, what would be your duty as the superior to one of these engineers if he provided an analysis of a problem and a proposed solution which you knew from your experi­ence at Du Pont would not work? What supervision would you give him?"

A. " I would give him exactly the same supervision as if he had proposed solutions that I had no idea whether they would work or not, that is, to make sure in his study of this that he performed it in a good sound engineering manner, and give it every chance in the world to work out.

" In the engineering field I don't believe that there are any blacks and whites of failure or things that will not work or things that are going to be eminently successful, and it is quite possible that such a solution may, when applied to the [American] Potash process, not only work but be very profitable."

when confronted by an obvious error in the work of his subordinates."

In February 1963, Hirsch under­went a day-long interrogation by James M. Tunnell, Jr., one of the at­torneys retained by Du Pont for the action. The direct examination of Hirsch takes up 147 pages in the court record.

Time and again, Tunnell brought up examples such as those that Hair proposed and asked Hirsch how he could perform in these situations without using Du Pont's confidential information. Time and again, Hirsch tied his answer to the use of sound engineering practices. If the prob­lem happened to be in an area where Du Pont's proprietary information might be used, for example, he would ask his engineers to present a written statement of the problem, what it is costing the company, the time it might take to solve it, and the pro­posed solutions. In a sensitive area, he would have to accept the engi­neer's proposals as a fair analysis of the problem and proceed on the basis of cost and manpower.

And if someone proposed a solu­tion that Hirsch knew from his Du Pont experience would not work? To

this Hirsch replied that he would make sure the engineer's study was per­formed "in a good, sound engineering manner" and give it every chance in the world to work out. He does not believe, Hirsch added, that there are any blacks and whites in what will work and what won't.

Hirsch admitted that he did not yet know anything about the Ampot chlo­ride process. If it turned out to be similar to Du Pont's all along the line, he said, he would have to seek another job at Ampot or elsewhere.

In November 1963, Ampot made a motion for a summary judgment in its favor. On May 5, 1964, Chancel­lor Collins J. Seitz of the Court of Chancery in Wilmington, Del., handed down a 23-page decision de­nying Ampot's motion, which means that the suit must now go to trial. In his decision, Chancellor Seitz notes that Ampot's basic position is that the undisputed facts on the record are not sufficient to indicate that Du Pont will be able to prove a real and substantial threat to its trade secrets. Du Pont's position, on the other hand, is that proof of an inevitability of dis­closure, or even of an imminent threat of disclosure, will warrant the grant­

ing of the injunction it seeks, the threat of disclosure "being implicit in the situation itself." Says Seitz, "The legal question involved in this proposition is, in my opinion, as complex as it is provocative, but it need not be resolved now." The issue may be resolved after trial, when both parties will have a chance to present more detailed argument.

The chancellor notes further, "The court fully recognizes that this is a case of great social and industrial sig­nificance both on the question of the right to relief and, if established, the scope thereof."

A lawsuit of this kind has the effect, in a sense, of stopping time. Even though the case may go on for years, the litigants continue to talk about the situation as it was at its beginning. But in reality, time does go on. In the Ampot case, the situation has changed for the man in the middle, Donald Hirsch, although the basic is­sue is unchanged.

Hirsch has contended that he was unable to get a satisfactory position during a three-year period because all his experience was in the chloride chemistry of titanium and niobium. Du Pont has held to the idea that he

84 C & E N J A N . 18, 1965

Q. "So that in your view you would be able to supervise this man . . . without contributing anything from your experience at Du Pont which would correct the errors or misconceptions that you observed in his report?"

A. "Without contributing anything that was proprietary to Du P o n t . . . If I found him deviating from sound engineering practices, that he is ignoring areas that he ought to be look­ing at, I certainly would call that to his attention."

And later,

Q. "Now then, in view of your recognition that ethical prob­lems were involved on the engineering level, how would this affect your choice [between recommended courses of action from time to time]?"

A. "My standard mode of operation in making such deci­sions is and has been to examine the—on paper—the eco­nomics, the economic effects, the dollar effect of the plant of any alternative choices that I have been presented or that I have personally developed. I can and will ask these engi­neers to make evaluations whether it be in a sensitive area or not."

Q. "If it were in a sensitive area, could you give it the su­pervision that a supervisor should?"

A. "I feel that I could in making sure that his economic evaluation follows good engineering practice."

Q. "Well now, if they started in to make a thing in which you had learned from Du Pont looked satisfactory to begin with but upon exposure to the weather or something of the kind would deteriorate and not be commercially satisfactory, what would you do?" A. "I would let them proceed to find out . . . through

their tests. This type of thing that you are talking about, by the way, would be carried on most probably by Potash's research division."

Q. "And even though you knew that the product would, after it got on the market, be unsatisfactory, you would feel it your duty to let them go ahead?"

A. "I would do nothing. Could not do otherwise."

And later on, referring to Ampot's job description for Dr. Hirsch,

Q. "Now then, you understand this to be your basic func­tion, to improve the existing methods of operation for in­creased efficiency?" A. "That is correct."

Q. "Now then, how did you feel you could do that job in the light of all you learned on the subject at Du Pont's with­out revealing what Du Pont knew?"

A. "Well, in the first place I certainly wouldn't use what I knew of Du Pont's process efficiency as a criteria. This is a moving goal anyway. One's goal in a thing like this is always to attain the highest that one can do economically, whatever it is.

"My method here would be to set up programs within the P.T.S. section to constantly evaluate what the plant process efficiency would be on periodic bases, weekly, monthly, or whatever is proper, from the viewpoint of economics or any other way that one can define efficiency. This system would be designed to reveal just where the most profitable areas of study would be; that is, where the weakest efficiencies would be in Potash's process at that time, and here is where we would have our concentration of study."

would be of value to many companies, especially one working on reactions of chlorine and metals. As it turns out, Hirsch has been under a restraining order preventing him from having any­thing to do with Ampot's Ti02 chlo­ride process. Consequently, Ampot has studiously avoided letting Hirsch have any contact with people on the project. Since December 1962, he has been working at Ampot's plant at Trona, Calif., in the middle of the Mojave Desert, where the company makes potash, borax, boric acid, soda ash, salt cake, and a variety of other chemicals.

After several months of learning about the complex process at Trona, Hirsch was reported to be doing very well on the job. Last July, he became superintendent of plant technical services at Trona, when the death of a key man there created an opening. So, Hirsch is now in the management category he has been seeking. It may well be that Ampot, even if it wins the suit, will not use Hirsch in its Ti02 operation. How would he have had opportunity to succeed at Trona, though, if Ampot had not hired him for the Ti02 plant in the first place?

There is no indication, however, that Ampot intends to drop the bat­tle. The company sees more at stake than the career of one man or the right of a company to hire qualified personnel and compete in a new field. "Vital as these are," it says, "there is the larger question of whether one corporation . . . can enforce an indus­try-wide system of involuntary servi­tude for professional employees."

How Restrictive Can You Get?

A case very similar to the Du Pont-Ampot action—and just as cele­brated—was decided in Ohio in May 1963. It was the case of B. F. Goodrich Co. vs. Donald W. Wohlge­muth. Goodrich asked for the same relief as Du Pont has, that is, to pre­vent an employee from disclosing any of Goodrich's trade secrets and to prevent him from going to work for a direct competitor in the same spe­cific field that he had been in at Goodrich. Also, the company used much the same arguments as Du Pont.

Wohlgemuth, a chemist, was man­ager of Goodrich's space suit depart­ment when he accepted a job in the

space suit department of International Latex. He was very well informed of the company's trade secrets per­taining to space suits, a field Goodrich had been in since 1934. Goodrich charged that unless Wohlgemuth were restrained, he would "disclose, use, discuss, and make available to International and other parties" the trade secrets of Goodrich, in violation of his contract.

Goodrich lost the suit in the trial court and promptly took its case to the Ohio Court of Appeals. This court agreed with part of the decision of the lower court (which denied the injunction) when it stated:

"There isn't any doubt that the Latex Company [in hiring Wohlgemuth] was attempting to gain his valuable experience in this particular field . . . and there isn't any doubt that if he is permitted to work in the space suit division of the Latex Company he could not only give the Latex Com­pany valuable experience and skill in this specialized field, which he has a right to do, but he would have the opportunity to disclose confidential information of the Goodrich Com­pany."

Noting that there was not evidence

J A N . 18, 1965 C & E N 85

that Wohlgemuth had revealed any Goodrich trade secrets, the court said, "We have no doubt that an injunc­tion may issue in a court of equity to prevent a future wrong although no right has yet been violated." It also stated that Wohlgemuth had a right to go to work in a competitive business and to use his knowledge (other than trade secrets) for his new employer "but a public policy de­mands commercial morality, and courts of equity are empowered to enforce it by enjoining an improper disclosure of trade secrets

As these statements indicate, the Court of Appeals did grant an injunc­tion against the disclosure of Good­rich's trade secrets but did not pro­hibit Wohlgemuth from working in the space suit field.

Why did Goodrich not pursue the case further to try to get the other half of the loaf? R. G. Jeter, Good­rich vice president and general coun­sel, explains that in a law suit of this kind it's normal procedure to ask for every kind of protection the law might afford. Then the plaintiff pre­sents his case and waits to see what comes out. "We concluded at the end of the decision of the Court of Appeals," he says, "that this is all we could expect to get under the law and under the facts of our case."

The case of Eastman Kodak vs. Powers Film Products in 1919 is per­tinent for this very reason. Harry A. Warren, knowledgeable about Ko­dak's secret film emulsion formulas, went to work for Powers, whereupon Kodak sued, asking for both forms of relief sought recently by Goodrich and now by Du Pont. Like Good­rich, Kodak at first won only the in­junction against Warren's divulging its trade secrets. On appeal, though, the company got the other half of its demand. A key part of the court's decision is the statement:

"It is also apparent that the value of Warren's service to the defendant com­pany arises from his experience while in the plaintiff's employ, growing out of the practical application of these trade secrets and not otherwise. It is because of this special training and special knowledge that the defendant company must necessarily involve his bringing to its aid such knowledge as he has and which is entirely developed in connection with these secret proc­esses. In this view, if he is permitted to enter this employ, injunctive relief in form against imparting of such spe­cial knowledge is more likely to prove

inefficient. The mere rendition of the service along the lines of his training would almost necessarily impart such knowledge to some degree. Warren cannot be loyal both to his promise to his former employer and to his new obligations to the defendant company."

These arguments are very much like what Du Pont is claiming and what Goodrich alleged. Kodak won its second point, though, mainly because of one factor: Its employment agree­ment with Warren carried a covenant prohibiting his working for a compe­titor for two years anywhere within continental U.S.

In Irvington Varnish and Insulator vs. Van Norde (1946), the court again granted an injunction upholding a covenant not to compete—also for two years. The defendant, Peter Van Norde, worked for Irvington from 1918 until 1944. Starting as a me­chanic, he was successively promoted to machine shop foreman, plant super­intendent, chief engineer, and master mechanic. Within two weeks after leaving that company, he went to work for Electro-Technical Products, a competitor. In ruling against Van Norde, the court said, in part:

"If Van Norde was moved in his own interest to break his agreement and thus violate complainant's contractual rights, we think the situation would be the same as if Electro were the moving party in the plan to defraud complain­ant. Moreover, even though there was no intention on the employee's part to sell confidential information if the result of his employment is the di-vulgement of confidential information in violation of his contract, an injunc­tion should issue."

Thus, it appears that the courts take different views of a clause against divulging trade secrets and a clause against competitive employment. In the first instance, the courts will pro­tect the confidential information of an employer whether or not there is a written agreement binding the em­ployee to secrecy. The employer must prove the same points in either case. Where a clause against work for a competitor exists, the courts will enforce it, if it is reasonable and has some limitations.

Ridesdale Ellis states in his widely quoted 1953 reference work, "Trade Secrets," that the most effective way to prevent disclosure by a former employee is to bar his working in the same field for a suitable period. In fact, in some cases—where it is

difficult or impossible to find out whether he is disclosing information-it is the only way. He, too, cites Irvington Varnish and Insulator vs. Van Norde, where the court said:

"The covenants against disclosure and the use of confidential information are incapable of effective enforcement, ex­cept by means of enforcing the cov-nant against competitive employ­ment."

Ellis goes on to say that the simple ban on the disclosure of trade secrets to a competitor is not enough. "The ban must extend to working in that portion of the industrial field to which the trade secret relates," he stresses. "Otherwise a conflict of duties arises which is insoluble."

The courts, however, do not take such covenants at face value. They normally enforce them if they are limited in time, place, activity, or a combination of these. They term "unreasonable" an agreement that is unlimited as to time, place, and ac­tivity. Thus, they enforce one whose scope is no more than is necessary to protect the interests of the employer. In other words, the idea is to keep the burden on the employee down to the minimum necessary to protect the rights of the employer.

There is no case where a court has barred work for a competitor in the same technical area without a cove­nant that specifically restricts an em­ployee from doing so. Goodrich tried to extend the interpretation of the law in that direction and failed. If Du Pont prevails in its attempt to do the same thing, the gate will be open for others.

An extension of the interpretation of a clause barring disclosure to in­clude barring work for a competitor is not impossible. The courts have already recognized that a man can be so enmeshed in confidential know-how that he cannot work in the same field for another without disclosing some of it (Eastman Kodak vs. Pow­ers). A lawyer for one large chemi­cal company points out that if a court grants an injunction against disclosing confidential information and finds that the employee is so enmeshed, then the injunction barring work in the same field for another may follow as a secondary result.

Since it is much easier for a com­pany to win such an injunction if an employment agreement bars compe­titive work for a certain period, it's

86 C & E N J A N . 18, 196 5

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surprising that such a clause is an ex­ception in the chemical industry. A check of 24 chemical companies re­veals that 23 of them do not use such a covenant in their agreements. The only one of them that does is Mon­santo, which specifies a three-year time limit.

It requires some skill to draw up the covenant, which must be stand­ardized within a company and yet cover a variety of different positions. A highly diversified chemical com­pany, for example, can hardly expect to restrain a chemist from working for any competitor—even for a short time. Harlan M. Blake in Harvard Law Review (February 1960) sug­gests that this problem can be held to a minimum, "although not always completely avoided/' by confining the restraint to a particular depart­ment or special activity of his present job.

That part of Monsanto's clause that illustrates Mr. Blake's point states:

"Employee shall not . . . engage in or contribute his knowledge to engineer­ing, development, manufacture, re­search (including market research), or sales relating to any compound, prod­uct, equipment, process, or material that is or was involved in any work performed at any time by employee for Monsanto "

Secrets Must Be Secret

A technical man may think of a trade secret in terms of processes, technical know-how, flow sheets, re­search projects, and the like. The definition is much broader, though, and it may not readily occur to him that he has more of his company's confidential information in his head than he thinks. The definition of a trade secret most often quoted in law circles is found in the American Law Institute's "Restatement of the Law of Torts," a standard reference work used frequently by judges and law­yers:

"A trade secret may consist of any formula, pattern, device, or compila­tion of information which is used in one's business, and which gives him an opportunity to obtain an advant­age over competitors who do not know or use it."

Besides the obvious example—proc­esses, technical data—the definition encompasses market research data, cost figures, plans for sales and ad­vertising campaigns, customer lists,

customer requirements and credit rat­ings, dates for introducing new prod­ucts, long-range plans for expansion, and a myriad of other details. Trade secrets need not be patentable, and an employee is obliged to keep them con­fidential as long as they are still secret.

Most courts now treat the problem of trade secrets as one of a breach of confidence. But as Harlan Blake puts it, "There can be no betrayal of confidence unless there is a confidence to betray, and it is known to be a confidence." Thus, companies must show that they do indeed have se­crets, that they have taken all reason­able steps to keep them confidential, and that the employee knew that he possessed some of the company's con­fidential information.

The company doesn't have to spell out exactly what it considers a secret. In Monsanto vs. Miller (1958), the court said that if an employer or sup­plier is told that an entire operation is secret, he can't use as a defense the argument that he wasn't furnished a "bill of particulars" as long as all the elements of a trade secret are pres­ent. The disclosure of the part that is a trade secret is a breach of con­fidence.

In the course of a typical trade secrets case, the court often must delve into whether the information involved is really a trade secret and entitled to protection. Two standards it might use in such instances are whether the company had to expend a great deal of time and money getting the infor­mation and whether there was a sub­stantial element of discovery.

It is almost routine, now, for the company to include evidence along these lines in its initial case. Du Pont thus emphasized the great amount of money and time it required to develop its Ti02 process, the trials and tribulations in getting the first commercial plant working satisfac­torily, and that up to that time no one else had been able to make a com­mercial success of the chloride proc­ess.

Can a process whose individual ele­ments are found in the technical liter­ature be considered a trade secret pro­tected by law? Definitely yes, a Connecticut District Court decided last October in the case of Sperry Rand Corp. vs. Rothlein et al. Bernard J. Rothlein and seven other employees of the Sperry Semiconduc­tor Division left Sperry Rand in May 1959 and set up National Semicon­

ductor Corp. to manufacture transis­tors. Sperry Rand charged, among other things, that they were using Sperry's proprietary process and had even taken some drawings and other documents with them.

One contention of the defense was that each element of the six principal process steps had been mentioned in various technical writings and that their combination in the Sperry proc­ess was something obvious to a good mechanic skilled in the trade. The Court decided that even if each item were disclosed by prior art (a claim the Court disagreed with) and if Sperry combined them in a process that produced a superior product, the process would still meet the standard of a protectable trade secret.

Similarly, the Connecticut Court found, as have other courts, that it's no defense to say that the process could have been developed independ­ently. If someone does develop it independently, he is free to use it. If he has obtained it by unfair means, he is not.

Although the rights of the two con­tending sides are generally the out­standing issues in trade secrets cases, the problem of public interest some­times enters. There may be consid­erable social benefit in the free ex­change of the best know-how among competitors, Harlan Blake points out. But, he adds quickly, there are some clear disadvantages. If a company loses too much valuable information, it also loses some of the advantages of having a vigorous and expensive re­search program and, therefore, might lose the incentive for one. On the other hand, putting into effect very tight security measures may inhibit the exchange of ideas within the com­pany and the ability of scientists to publish basic information for scien­tists outside the company to use. Academic people, too, are now start­ing to think about this aspect because of the growth of contract research and of university research institutes.

In a Pennsylvania case, Wexler vs. Greenberg (1960), one of the aspects the court considered is the benefit of preserving the mobility of skilled technical men. As head of research for Wexler, Greenberg developed formulas by analyzing competitors' products. He later went to work for one of Wexler's customers, who then began to make the products it had been buying from Wexler. The court denied an injunction against Greeh-

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Companies should carefully define the employee's obligations

berg for several reasons, among them the finding that the relationship was not a confidential one. On mobility, the court stated:

"We must . . .be particularly mindful of any effect our decision... might have in disrupting the pattern of em­ployee mobility, both in view of the possible restraints upon an individual in pursuit of his Hvelihood and the harm to the public in general in forestall­ing widespread . . . technological ad­vances."

In line with the way the courts have looked at the trade secrets problem in the past, Charles E. McTiernan in the Journal of the Patent Office Soci­ety (December 1959) sets down sev­eral steps that companies should take to minimize the possibility of trou­ble—or at least to be prepared for it if it comes:

• The employment agreement should have a clause obligating em­ployees not to disclose confidential in­formation.

• Access to trade secrets by em­ployees and visitors should be limited, especially if the company's health de­pends to a great extent on the secrets.

• If the secrets are important enough, there should be a clause in the agreement barring the employee from taking part in a similar operation for someone else for a period of time.

• Employees should be reminded periodically of their obligation not to disclose confidential information.

• There should be a procedure for preventing secrets from being made public through papers, speeches, and so forth.

• When leaving, the employee should again be reminded of his ob­ligation and should turn over to the employer all documents about the business.

• In certain cases, the company should consider informing the new employer of the ex-employee's obliga­tions.

• T h e new employer should advise the employee that it does not want

him to disclose confidential informa­tion of his former company.

Actions such as these, says Jeter of Goodrich, will impress the em­ployee with the seriousness of this subject, and if litigation occurs, will impress the court that the employer has taken action to protect its trade secrets.

The Important Minority

Chemical companies generally re­alize the importance of cases such as those involving Goodrich and Du Pont. However, they say, the cir­cumstances typified in these cases rarely come up compared to the large number of technical people moving from one job to another every year. When a delicate situation does arise, they have been able to settle the mat­ter with the other company concerned practically every time without going to court. Still, there is a vague feel­ing among some company lawyers that some improvement in their pro­cedures for protecting information might be in order.

Whenever a man is leaving and there is the danger that he may work in a sensitive area with his new em­ployer, it is common practice through­out the industry to call it to his at­tention and also to the attention of the other company. Often this is done even if the danger is not appar­ent. Merton Lilly, assistant director of Dow's patent department, says that a typical way of doing this is to phone the new employer and say, "You re­alize, of course that this man has been working in this field and that he has certain Dow know-how and trade secrets. We want to inform you of this so that we can avoid difficulties." Other reputable companies, he adds, are as concerned about the situation as Dow is.

On the other side, when Dow is warned about a man it has hired, the company will try to insulate him from the sensitive area, even though this move may lessen the man's immediate value. California Research vice pres­

ident Donald Krotz echoes this view. Calresearch, he says, will not put the man to work in the critical field for about two years. In the meantime, everybody is informed not to consult him on the subject. This is not a subterfuge or a make-believe segrega­tion, he emphasizes. "We ask him to observe it as a professional m a n -to help us to be ethical employers."

Naturally, this practice restricts a man in the kind of move he can make. But if a company is not care­ful in this regard, Krotz says, the em­ployee is more likely to unconsciously sell his knowledge. Then, decisions as to where he is giving away his former employer's knowledge become shaded all along the line.

These practices are also important in protecting the individual who is leaving, Dow's Lilly says, because there are companies who will hire a man, milk him of his knowledge, then throw him on the market as a useless human being, where no one will touch him. "This would hurt the peo­ple in the profession much more than the companies."

Monsanto, which has some of the most formal procedures in the indus­try on handling confidential informa­tion, believes in putting it in writing. Where a problem might come up, this company sends a copy of the ex-employee's employment agreement to the new employer, with a letter un­derlining the man's obligation. The letter may even outline to a limited degree the areas of work Monsanto is worried about.

Other companies—Allied, Celanese, Union Carbide, for example—follow procedures similar to those of Dow, Calresearch, and Monsanto. The contenders in the Du Pont-Ampot conflict also do. On Ampot's part, the company's general counsel, Wil-lard P. Scott, says that he doesn't know of any more rigid procedure than Ampot's to prevent a conflict. "It's not in our interest to get into trouble. A lawsuit costs a great deal of money, and we do not get the ben­efit of the employee's services."

90 C & E N J A N . 18, 196 5

In the Hirsch matter, Du Pont ad­mits that it did not discuss the possi­ble conflict of interest with Ampot before filing suit. Walter D. Ford of Du Pont/s legal department explains that Hirsch said he had discussed it with Ampot at his interview, had given it considerable thought, and had concluded that he could safely take the job without endangering Du Pont's secrets. Because of Hirsch's diseussions with Ampot and "their at­titude on the whole problem" Du Pont felt it would be fruitless to con­tact the company directly.

All the companies queried by C&EN say they take great pains to explain the meaning and importance of the secrecy clauses of the employment agreement when a man is hired. Many also conduct an exit interview when he leaves the company. He is reminded again of the secrecy agree­ment and, perhaps, of the particular areas he has confidential knowledge of. Calresearch says it "picks his brains" to make sure all the ideas he has developed at the company are down on paper. Dow has recently started using a check-off list in its exit interview.

In between the coming and the going, however, most companies do little or nothing by way of a continu­ing program to keep scientists and engineers informed of what parts of the work they come in contact with are confidential. "I think it's fairly obvious what is confidential and what is not," one executive says. On the other side, an official of another com­pany points to an actual incident in which a research worker, fully aware of the secret nature of his own work, innocently blurted out to a competi­tor's employee some interesting de­tails about a project in the lab next to his own. He even suggested that the competitor write for a few pounds of what was an important, but secret, intermediate. It is easy to see this happening just as easily after a man has left the company if he has not been kept aware of what is confiden­tial.

The Engineer's Joint Council in 1960 surveyed 206 companies that employ engineers. One finding was that only 20% of the employers gave specific guidance during employment in defining areas of confidential in­formation; 80% put the responsibility mainly or entirely on the new em­ployees. The results of the EJC poll, though, may not directly apply to the

chemical industry. In the same sur­vey, for example, only 10% of the companies explored prior obligations of employees on patents or disclosures of trade secrets. In the chemical industry, it is common practice to look into a new man's prior commit­ments.

Referring to a conference he had attended recently, Dow's Lilly says that the consensus of people there was that companies should define bet­ter what are the employee's obliga­tions and what are the trade secrets that he must keep confidential. Al­though this is sometimes hard to do, it is probably the answer to some of the problems posed by the mobile technical man, he believes. "The em­ployer doesn't want to define trade secrets because, when he does, every­thing outside that area might appear to fall into the domain the employee can take away. The employee, on the other hand, wants to have every­thing defined down to every nut and bolt, which is substantially impossible or impractical." There is an area of compromise, he says, and companies should be as concrete as possible in what is confidential and should em­phasize those areas.

Monsanto vice president J. Russell Wilson thinks that scientists and en­gineers should get a course in profes­sional ethics sometime during their college training, just as students in medical and law schools do. Other executives agree that this would be a start in the right direction. It might also alleviate another constant con­cern of most companies—the steady dribbling away of bits of confidential information in the course of a tech­nical man's professional activities out­side the company.

Speaking of the latter problem, a vice president of one large company put it succinctly: "We're not as wor­ried about the people that leave us as we are about the ones who stay." A lawyer in another company empha­sizes the point (with some exaggera­tion, presumably): "We have some scientists that—if we had our way about it—we would chain and lock away from the public, because they are idea men who won't be fettered by legalistic obligations. They're val­uable people to have around, but they are one of the headaches of run­ning research."

Douglas S. Liebhafsky in New York University Law Review (April 1963) sees the courts as searching for new

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J A N . 18, 1965 C & E N 91

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standards and points of emphasis in dealing with the rights of peripatetic skilled employees to use know-how acquired from former employers. He speculates that future courts may turn to the memory doctrine that has evolved from the customer list cases. The doctrine permits a former em­ployee, not bound by a covenant not to compete, to solicit his former em­ployer's customers, providing he did not take with him when he left an existing list of the customers.

Know-How Remembered

The doctrine came about originally because of judicial concern for the mobility of employees, a pronounced characteristic of the modern technical man. An extension of the memory doctrine to embrace know-how would be unprecedented in this country, but not too remote a possibility, Liebhaf-sky writes.

Citing the EJC survey, he notes that less than half of the companies that hire engineers require them to execute secrecy agreements. If the courts should regard this and similar signs as an apparent laxness of em­ployers in guarding know-how, the extension of the memory doctrine might result as a "recognition of so­cial facts." Then, a company would have to accept the loss of a certain amount of information as a normal cost of business or protect itself by using post-employment covenants not to work for a competitor.

Extending the rule would pose some practical problems, Liebhafsky says. The memory doctrine presumably would not protect the man who pur­posely memorizes his employer's se­crets to use them later. In practice, it would be very difficult to prove whether or not he did. The same dif­ficulty pops up in distinguishing be­tween know-how, which Liebhafsky calls "lesser secrets," and informa­tion. His conclusion: The trouble with extending the memory doctrine would be in drawing suitable bound­aries to limit the extension.

As recently as the Sperry Rand case last October, there was an at­tempt to use the memory doctrine as part of a defense. The defendants claimed that the drawings used by their company, National Semiconduc­tor, were constructed not by copying from Sperry's, but from memory. Granting that it may be so—and add­ing that it was a remarkable display

of memory—the Court said, " . . . i t does not matter whether a copy of a Sperry drawing came out in a de­fendant's hand or in his head. His duty of fidelity to his employer re­mains the same."

New York attorney Dana Raymond in September ventured the thought that lawsuits involving the migrant scientist or engineer may be becom­ing a fad. Fad or not, the frequency of such cases is apparently on the rise. Three recent examples:

Armour vs. Occidential Petroleum (August, September 1964). In three related suits filed in Delaware, Flor­ida, and California, Armour makes much the same charges against Occi­dential and 10 of its employees (all former Armour men) as Du Pont makes against Ampot and Hirsch. This time the product is superphos-phoric acid. Armour alleges that the 10—including Dr. Ernest Csendes, a former director of Armour's research and development—all have confiden­tial knowledge of an Armour process for making the acid and that it will be "impossible" for any of them to work for Occidental in this field with­out disclosing or using these trade secrets. The company also says that such disclosure "will inevitably re­sult," if it has not already resulted. Occidential counters that it has li­censed its process for Nordac, Ltd., and that its staff has not used the Armour process in any manner.

W. R. Grace ir Co. vs. Interconti­nental Chemical (August 1964). Clyde C. Hargadine, a former officer of DuBois Chemical (now a Grace division), formed Intercontinental Chemical to make industrial cleaning compounds. Grace alleges Harga­dine, who is also a defendant, is us­ing confidential formulas and market information obtained while employed at DuBois. An important aspect of this case is that Hargadine signed a covenant not to compete. In the first round of action, Grace in Oc­tober was denied a preliminary in­junction, pending trial. The court said that Grace had not shown sub­stantial evidence that Intercontinental Chemical is using Grace's marketing information or that its formulas are in fact trade secrets. A ruling on whether Hargadine violated his em­ployment contract was postponed un­til after additional hearings. Harga­dine promptly announced plans to start construction of a new plant early in 1965.

92 C&EN JAN. 18, 196 5

LIGHT'S THE TREND

Another of your future's many facets at Monsanto The challenge, the persistent wrestling with new ideas, hard work. These are some of the ingredients in achieving fundamental discoveries. At Monsanto, freedom of inquiry also is encouraged and rewarded, and the facilities necessary are at hand.

Recently, a Monsanto scientist uncovered an important new economic process to produce industrial organic chemicals by an ingenious electrolytic method. In its first application (being diagramed in the photo above), acrylonitrile instead of adipic acid will be used to make adiponitrile for nylon manufacture—a major breakthrough.

Similar pioneering work can mean much to you . . . in professional growth, personal satisfaction. It's just one of Monsanto's rapidly expanding fields where Chemists and Chemical Engineers naturally thrive. So write today—we'll send you our booklet, "You and Monsanto," and our current list of career openings. Address: Manager, Professional Recruiting, Dept. 902, Monsanto, St. Louis, Missouri 63166.

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Abbott Laboratories vs. Norse Chemical (February 1963). Abbott charges that two former employees, Willard C. Braaten and John D. Mueller, appropriated confidential technology, customer lists, and other information on cyclamate sweeteners and secretly organized Norse Chemi­cal to make these products. The court denied Abbott's plea for a temporary injunction, indicating that the company had not shown that the names of cyclamate customers were treated as confidential and that the names of the principal customers were not generally known. Norse promptly announced an expansion in its cycla­mate capacity. A four-week trial of the case took place last August, but a decision is not expected until early 1965. Abbott did get a preliminary injunction prohibiting the defendants from disclosing cyclamate know-how to any third party.

The Silver Rule

What has happened to Hirsch, Wohlgemuth, and others can happen to any technical man. Although courts can formulate guidelines for companies, and companies can set up procedures for employees, many exec­utives feel that the best solution is for the worker to restrict himself. He must stay out of situations that may threaten every day to compro­mise his ethics.

As for the company's part, Dow psychologist Dr. J. H. McPherson recommends what he calls the Silver Rule: "Do unto others as they would be done unto." In dealing with hon­est employees, management should be sensitive to the kind of conditions that capture their loyalty, he says. Certain lands of recognition, achieve­ment, increased responsibility, and advancement may be very important to a scientist even though he doesn't ask for them. And the requirements can vary grossly or subtly from one individual to another. The supervisor must know the man—and know him well. A satisfied, loyal employee will be less likely to leave and will be more diligent in safeguarding the company's secrets whether or not he does leave.

The view of Dana Raymond is sim­ilar to that of many other lawyers expert in the trade secrets area. "The solutions to the problems," he says, "lie largely in the field of professional ethics and in a wider recognition that

men with special technical training, knowledge, and talents have the per­sonal responsibilities that go with pro­fessional status and, by the same to­ken, are entitled to the personal in­dependence that is an incident of such professional status."

As trade secrets cases continue to plod through the legal maze, the courts will continue to refine the law, redefine definitions, and set prece­dents, depending considerably on the skill of individual judges in untangling the mass of technical details they face.

Each decision adds a filip here, smooths a rough edge there, polishes a tarnished surface, and may, perhaps, repair a bit of damage done by an earlier ruling. Company lawyers, for their part, will study the decisions of the courts avidly. Hidden in the mass of lengthy legal jargon there may be new principles with far-reach­ing implications, passages that may be quoted by courts for years to come. They may not always be obvious, and their meaning may not always be clear. But as the Duchess, in one of her more lucid moments, told Alice, "Everything's got a moral, if only you can find it."

You Can Purchase Reprints of This C&EN Special Report Copies of this Special Report on Trade Secrets—the Tech­nical Man in Legal Land are available at the following prices:

1 to 4 9 copies—50 cents each

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94 C&EN JAN. 18, 1965

TRONA

New Equipment from Matheson

1. New Lab-Stat This is a compact laboratory proportional controller which is designed for accurate, automatic control and recording of temperature, pressure, vacuum or liquid level. Equipped with a unique sensor, the system "senses" the position or level of any conductive liquid. It is designed specifically for laboratory use. The Lab-Stat is a proportional controller, free from the cycling experienced with standard thermostats and on-off controllers. It has a transistorized circuit, stabilized against supply voltage fluctuation and ambient temperature changes. The Lab-Stat can also be used as an on-off controller, or a high limit shut off. Applications: 1. Unattended control of temperature for distillations, heat up for melting point determinations, control of reaction temperatures and general heating and cooling. 2. Control of vacuum for vacuum distil­lation, vacuum drying or any vacuum system. 3. Control of reaction feed streams by control of system pressure, or liquid level. For full information, send for our 4 page bulletin.

2. New Micro-Flow Control Valve A unique valve. This valve is free from the type of flow surges that usually accompany the use of standard needle valves. Accurate flow settings can be reproduced with little or no flow hysteresis. See the accompanying graph showing flow vs. turns of the handwheel. Our new valve works by combining a precision bore glass capillary and a closely-fitting, precision-ground stainless steel rod. Thus, laminar flow through a capillary annulus is achieved. At a pressure differential of 1 p.s.i., a minimum flow as low as 10 cc/hr. of air can be controlled. The end of the precision rod is a needle point so that the valve can also be used as a conventional needle valve over the last few turns. Maximum use temperature is 100°C; it is suitable for pressures up to 2000 p.s.i.g. This valve is equipped with a %' NPT inlet and W tubing outlet. Available in brass or stainless steel, this valve is recommended for use in mass spectrometry, gas chromatography and high vacuum systems or wherever low flows must be accurately controlled and reproduced. Full information and prices can be obtained from our bulletin. Send for a copy.

3. New Low Flow Flowmeter This is an accurately machined rotameter style flowmeter capable of metering low flows never before capable of accurate measurement with this style of flowmeter. This high precision permits accurate coverage of a large flow range. Air: 0.33 to 100.00 cc/minute Water: 0.003 to 1.4 cc/minute All meters separately calibrated for air and water and provided with individual calibration curves. This flowmeter is ideal for highly corrosive gases as well as for the more common gases. A data sheet describing how this rotameter can be used and more about its construction and price is available from us. Use the coupon below.

Mail Coupon Now! The Matheson Company, Inc., P.O. Box 85, East Rutherford, N.J. Please send the following: | | 4 page Lab-Stat Bulletin f H Micro-Flow Needle Valve Bulletin £" ] Low Flow Flowmeter Bulletin

Name

Firm

Address.

City _State_

P.O. Box 85, East Rutherford, N.J. Plants in Forest Park, Ga., Joliet, III., La Porte, Tex., Newark, Calif. Matheson of Canada, Ltd., Whitby, Ont.

C & E N 95

MATHESON

DIRECTORY SECTION This section includes: CHEM­ICALS EXCHANGE—Chemicals, Resins, Gums, Oils, Waxes, Pig­ments, etc.; EQUIPMENT MART —New and Used Equipment, Instru­ments ; Facilities for Plant and Lab­oratory; TECHNICAL SERVICES —Consultants; Engineering, Testing, Professional Services.

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CHEMICALS EXCHANGE

East is East and West is West— but EASTERN Organics are the best!

m-Bromoaniline • m-Bromoanisole • m-Bromotoluene • Amygdalin N-((3-Hydroxyethyl)phenylacetamide • 2-Hydroxyquinoline

2-Hydroxy-5-methylacetophenone • Mandeloniffrile • Pyridazine 5-Methyluracil • Picolylchlorides HCI (2,3,4) • Phenosafranin

Thiobenzoic Acid • Triphenyl Stibine • 4,4'-Dihydroxydiphenyl Mannose • Methacrylonitrile • L-Cystine • Nucleic Acid

Write for list N-65 of other organic chemicals. Tel.: 201696-1700 Zip Code 07440

EASTERN CHEMICAL C O R P O R A T I O N BOX N

PEQUANIMOCK, N. J.

Have you heard about CoReryn® monomer free polyester resins? In addition to dissolv­e s in styrene and other monomers for laminat­ing and molding, they are used for modifying epoxy resins, upgrading other polymers, adding flexibility, dispersing colors, etc. Why don't you try them?

COMMERCIAL RESINS DIVISION 102 W. Fairfield, St Paul, Minn. 55107

N-METHYL-o-CHLOROBENZYLAMINE N-METH YL-p-CHLOROBENZYLAMI NE

For cholesterol biosynthesis inhibition research. Send for New Catalog & Price List

SODIUM ACRYLATE $3.15/lb. in 500 lbs.

MONOMER-POLYMER LABORATORIES .The Borden Chemical Company, Boi 9522, Phila. 24, Pa.

TECHNICAL SERVICES

SCHWARZKOPF MICROANALTTICAL LABORATORY

56-19 37th Ave., Woodsidc 77, N. Y. 11377 Telephone Code 212, HAvemeyer 9-6248, 9-6223 Complete Analysis of Organic Compounds.

Results within one week. Elements, Functional Groups, Molecular Weights

Physical Constants, Spectra ANALYSIS OF ORGANO METALLICS,

BORO-FLUORO AND SILICON COMPOUNDS Trace Analysis Microanalytical Research

CROBAUGH LABORATORIES—SINCE 1894

Elemental Microchemical Analysis (Organic-Inor­ganic), Classical Elemental Analysis and automated. Also IR, GC, XRD, XRF, Particle Size (Coulter Counter). Phone or write:

3510 MacCorkle Ave., S.E. Charleston, West Va. 25304 Phone: 304-924-1161

3800 Perkins Ave. Cleveland, Ohio 44114

Phone: 216-UT-17320

EQUIPMENT MART

Type 304, 400 P.S.I., V pipe thread openings each end except A4 and A6 which have V opening. J - l , 24 x 48' , 80 gal., 10 gauge, wt. $11 f l ^ 150 lbs., ship. wt. 250 lbs. New > , u

G-l, 12 x 24', 16 gauge, wt. 24 lbs. 1Q50 Perfect. Like new , u

F-l, SH x 18', 16 gauge, wt. 12 lbs. 1450 Perfect. Like new , T

F2, 6**x48", 16 gauge, wt. 15 lbs. New 1195 CARBON STEEL TANKS 400 P.S.I. ' '

D-2, 6 x 24', New. Wt. 8 lbs $10.50 A-6, 5 x 14V. New. Wt. 4 lbs 8.50 A-4, 5H x 8 ' , New. Wt. 2 lbs 3.95 A-4—case lots of 18. New ea. 3.75

All F.O.B. Chicago, except J-l, F.O.B. Baton Rouge, La. Terms, 29-10 days, net 30. Prompt shipment.

ILLINOIS MFG. SUPPLY CO. 1829 S. State, Chicago, III. 60616 Dept. CEN

U.S. JAR MILLS EASY TO OPERATE • RUGGED

SAFE • SPACE-SAVING

Sizes from portable . laboratory units

v%£7,^ (shown) to multiple-' * tier Mills handling

^ > up to 24 jars of Vz jg;J pint to 6.60 gal. Ad-

^.'"' justable Neoprene Q y rol ls e l i m i n a t e

?'•* static electricity, keep jars centered.

a Writ* For Bulletin JM-290

U.S. STONEWARE AKRON 9, OHIO

405-G

DRIERITE EQUIPMENT * Storage Tank Vent Dr iers * Desiccant Bags * 55 Gallon Drum Vent Dr iers * Disposable Desiccant Cartr idges * Cartr idge Type Dehydrators * Refutable Compressed Air Driers

FROM STOCK AT FACTORY ONLY W. A. HAMMOND DRIERITE CO., XENIA, OHIO

Fully Automatic DTA APPARATUS

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9 6 C & E N J A N . 18 , 1 9 6 5

STEEL

TANKS

perfect priced ot for loss thon reproduction costi

Ideal for chemicals, gases, pneumatic use, hydraulics and liquid* HIGH PRESSURE TANKS, 500 PS <K» ptpe threads each end) G - 1 W - - 1 2 * x 2 4 ' - h a . stendup base „ . '

for easy filling. $19.90 G—1 12* x 24*—2000 cu. in . less base $18.50 F—1 10* x 18*—1000 cu. in . $14.50 Many sizes in stock up to 3000 psi—write.

Send Purchase Order. Terms 8% 10 days, 30 days net. A. C. TANK CO.,Dept.Z-165,P. O. Box 38$

BURLINGTON, WIS. Phone 763-3282

For particulars or demonstration, write to:

WILLIAM J. HACKER & CO., INC. Box 646, W. Caldwell, NJ„ CA 64450 (Code 201)

jtange: r200°CtO-f2200«C Electronic Recording Interchangeable Measuring Systems Automatic Potentiometric Recorder

STAINLESS STEEL TANKS

The Ames Laboratories, Inc. 200 Rock Lane, Mi l fo rd , Conn.