SPECIAL REPORT: Testimony from the Ridder Trial, Part II: On Shredding a 'Noncompete' Document.
During the three-day trial of the St. Paul Pioneer Press v. The Star Tribune Co., several executives were required to testify while others gave depositions, including OhSang Kwon, Avista Capital Partners Founding Partner.
Avista purchased the Star Tribune from McClatchy at the end of December 2006 for $530 million and a few months later hired Ridder, the publisher of the Pioneer Press, to fill the position of outgoing Star Tribune Publisher J. Keith Moyer.
The Pioneer Press alleges in the lawsuit, among other things, that Ridder violated a noncompete agreement and took sensitive financial data to the Star Tribune. At the trial, Ridder contended that his noncompete agreement had been voided by a Knight Ridder executive.
His father, former Knight Ridder CEO Tony Ridder, testified that the younger Ridder had full authority to void his own non-compete agreement.
Below is an excerpt of some of Kwon's video deposition introduced by Philip Sechler, an attorney with Williams & Connolly representing the Pioneer Press. An "A" indicates Kwon's responses.
***Q Mr. Kwon, at some point on Friday, February -- I'm sorry, Friday, March 2nd, did Mr. Ridder talk to you about the existence of a noncompete agreement he had with the Pioneer Press?
A He mentioned -- he mentioned -- he called me and told me that he had found a document which might have been a noncompete that had been in existence that he thought had been revoked but the documents actually existed which he wasn't aware of previously.
Q Where did he say he found the documents?
A He told me they were in his -- his secretary's desk drawer.
Q What did you tell him or what did you say to him?
A Well, I asked him, I said "I didn't think you had a noncompete," and he said -- he told me he didn't. And I asked him "Are these documents noncompetes that will bind you from coming to work for the Star Tribune?" And he told me they had been revoked and he thought they'd been pulled from the files and were no longer valid, if ever.
And I told him he should really get advice from his lawyer what this really means and to make sure that he could still represent to us that he was free to come work for us, which he subsequently did.
Q He subsequently did what?
A Confirmed that he could represent to us that he could come work for us and he didn't have a noncompete.
Q During the course of your conversation with Mr. Ridder, did he ask you whether or not he should shred the noncompete agreement?
A On March 2nd?
A I don't know if he said "Should I shred them." I don't -- I don't know if he said that. He might have said "What should I do with" -- he wasn't sure if he should take them home, if he should let his secretary take them, if he should let his secretary even keep them because he wasn't sure what she might do with it. And what I remember saying is, "Obviously I can't tell you to shred the documents and I'm telling you you can't shred them. You need to call your lawyer and get advice on what, if anything, you should do about this." And that was -- that's all I wanted to convey to him.
Q When you said "I can't tell you to shred that - the documents," is it your understanding that he was contemplating shredding or otherwise destroying the documents?
A I don't -- I can't remember if I just threw that out there or if I thought he was thinking of doing it. I don't -- I don't think he was thinking about that, but I -- I don't know what was -- obviously I don't know what's going on inside his head. But I didn't think he was thinking about shredding them.
Q Do you recall him asking you whether you thought he should destroy the documents in any way?
A I don't -- I don't think he asked me that.
Q And I think you testified earlier that you said "Should not shred the documents"?
A I might have said that. I don't know if it was - I think I said "I can't advise you to -- I can't tell you to shred them, but you should call your" -- I don't know the exact words, but it was along the lines of "I obviously I can't tell you to shred them or what to do with them. But you need -- you need to talk to your lawyer about what to do with those documents."
Q Can you remember anything further about what Mr. Ridder told you that led you to say to him "I obviously can't advise you to shred them"?
A Well, he -- well, because he called me to say "Hey, listen, I found these documents, I didn't know they were here. I just want you to know." And I asked him "Why are you calling me and what do you expect me to tell you?" And he was -- his reaction was somewhat like "I'm not really sure. I just thought it was the right thing to do to call you and let you know because, you know, I told you before I didn't have a noncompete. I still don't think I do, but now I'm not sure what to do about these documents."
Q What was your understanding in the next few days as to what Mr. Ridder did do with those documents?
A I think he took them home, but I'm not sure. And, well, that's what I think he did with the documents.
Q Are you aware that he transferred essentially the contents of his laptop computer from the Pioneer Press onto computers at the Star Tribune?
A I came to learn that during this process.
Q And are you aware that some of that information was financial information about the Pioneer Press?
Q And under your agreement covering Mr. Ridder at the Star Tribune, that would be considered confidential information, correct?
Q It would be a violation for him to take that kind of information from the Star Tribune and bring it to the Pioneer Press?
A Yeah, I'd agree with that.
Q And if you note here, the agreement also covers sales, sales volume, sales method, sales proposals. Do you see that?
Q And are you aware that some of the information that Mr. Ridder brought with him concerned sales and customer names and identities?
A I wasn't aware that there was -- there were customers identified.
But I -- I don't know that that wasn't the case.
Q But under this agreement, that would be what would be considered confidential information, true?
A Under this agreement, that type of information is probably confidential.
Q Is that something that you would be concerned about as one of the board members of the Star Tribune, if one of your employees took the contents of their laptop computer and brought it to a competitor?
A If it contained the type of information that was described to me and the volume of information, then, yeah, I would be concerned about that as a board member.
Q The type of information that you understand Mr. Ridder brought to the Star Tribune?
Q And is the -- Mr. Ridder's conduct in bringing the information from the Pioneer Press to the Star Tribune consistent with Avista's method of doing business?
A I -- I would have preferred, in retrospect, that he not brought all that information, and I would not want him to bring over similar information to the Pioneer Press if he were to go over there and be their publisher.
Q You'd agree that what Mr. Ridder did in bringing that information from the Pioneer Press to the Star Tribune was wrong?
A In retrospect, he probably shouldn't have done it. I really don't think he meant any harm by it.
Q Whether or not he meant any harm by it, you agree that it was wrong for him to bring that information over?
A I think he would agree and if you asked me, I would say it was probably a mistake to bring that over.
The first part of the testimony can be found here.
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|Publication:||Editor & Publisher|
|Date:||Aug 9, 2007|
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