Drink Tank Ventures v. Real Soda in Real Bottles CA2/2

FACTS AND PROCEDURAL BACKGROUND

I. Facts

A. Drink Tank signs a nondisclosure agreement Drink Tank and Real Soda in Real Bottles, Ltd. (Real Soda) are both in the business of distributing beverages and other consumables to retailers and restaurants in the Southern California region. Real Soda distributes old-timey sodas; Drink Tank, drinks and snacks. When Drink Tank expressed an interest in acquiring Real Soda, Drink Tank and Real Soda in June 2014 signed a Mutual

All further statutory references are to the Civil Code unless otherwise indicated.

2 Non-Disclosure and Non-Circumvention Agreement (the NDA). Among other provisions, the NDA (1) obligated the parties not to “directly or indirectly . . . divert any business, relationships, contracts or other benefits, or otherwise impair any business relationship the [other] has with any third [p]arty” for a period of at least two years, and (2) declared that the “Discloser”—defined as whichever “[p]arty [is] disclosing [confidential] information” to the other party regarding the contemplated acquisition—“shall be entitled to reasonable attorneys’ fees and costs” “[i]n the event a dispute arises under” the NDA, “in…