ZipBy USA LLC v. Parzych

── ZipBy USA LLC v. Parzych ── Case No.: 24-1586 Court: Court of Appeals for the First Circuit Date: March 20, 2026 Category: General United States Court of Appeals For the First Circuit Nos. 24-1494, 24-1500, 24-1586 ZIPBY USA LLC; TMA GROUP OF COMPANIES LIMITED; TMA CAPITAL AUSTRALIA PTY LTD, Plaintiffs, Appellees/Cross-Appellants, v. GREGORY PARZYCH, Defendant, Appellant/Cross-Appellee. APPEALS FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS [Hon. Indira Talwani, U.S. District Judge] Before Montecalvo, Kayatta, and Aframe, Circuit Judges. Kenneth N. Thayer, with whom Daniel Walsh-Rogalski and Conn Kavanaugh Rosenthal Peisch & Ford, LLP were on brief, for appellant/cross-appellee. John J. Cotter, with whom Brandon R. Dillman, Joshua N. Andrews, and K&L Gates LLP were on brief, for appellees/cross- appellants. March 19, 2026  KAYATTA, Circuit Judge. Gregory Parzych was serving as president of a parking technology company called ZipBy USA, LLC, ("ZipBy") when he learned of an opportunity for the company to acquire his former business, a company called TCS. Parzych advised ZipBy's owner to turn down the opportunity, and ZipBy's owner did so. Parzych then attempted to acquire TCS for himself. When ZipBy and its affiliates1 found out what Parzych was up to, they fired him. ZipBy also sued Parzych, asserting fiduciary- duty, contract, trade-secret, trademark-infringement, and false- designation claims and seeking compensatory and injunctive relief. After a six-day trial, the jury returned a verdict against Parzych on all counts. The district court subsequently found that the evidence could not support the verdict against Parzych on the trade-secret claims. It otherwise rejected Parzych's challenges to the verdict, entered a permanent injunction barring Parzych from acquiring TCS, and awarded ZipBy a portion of its attorneys' fees incurred in the litigation. Parzych now appeals, and ZipBy cross appeals the set-aside of its verdict on its trade-secret claims. For the reasons explained below, we affirm the judgment of the district court. 1 Those affiliates are TMA Group of Companies Limited and TMA Capital Australia PTY LTD. - 2 -  I. We begin with the facts. ZipBy hired Parzych as its president in 2016. Parzych was no stranger to the world of parking technology: He previously founded parking company TCS, then sold it to another company, Q-Free International ("Q-Free"), in 2012. Over the course of his employment, Parzych entered into three agreements with Zipby. The first, the Employee Agreement, included a restrictive covenant under which Parzych agreed not to "undertake any outside activity . . . that could reasonably give rise to a conflict of interest or interfere with his duties and obligations to [ZipBy]," nor to divert business from ZipBy or interfere with its relationships with any service or product- providers. The second agreement, the Employee Handbook, required Parzych to "prevent revealing or divulging" trade secrets or protected confidential information regarding ZipBy's business except as "necessary . . . in the performance of [his] duties or as required by law." The third agreement, the IP Agreement, forbade Parzych from using or disclosing "trade secrets, proprietary data and confidential information" while in ZipBy's employ and thereafter. The IP Agreement stated that while employed by ZipBy, Parzych was "expected to devote his energy and skills to the promotion of the best interests of the Company." It further required Parzych to safeguard "Confidential Information" that