Opinion
No. CV07-4029449
July 31, 2007
MEMORANDUM OF DECISION MOTION TO STRIKE
I STATEMENT OF THE CASE
This is a case regarding a state agency's decision, pursuant to a request under the Freedom of Information Act ("FOIA"), to release software and content characterized as a trade secret under the Connecticut Uniform Trade Secrets Act ("CUTSA"). In other words, the issue is whether CUTSA applies to disclosures under FOIA.
The plaintiff, McKesson Health Solutions, LLC, seeks an order under CUTSA preventing the defendant, Michael Starkowski, acting as the Commissioner of the Department of Social Services (DSS), from releasing the software and content pursuant to FOIA. The defendant moves to strike on the ground that the complaint fails to state a claim upon which relief may be granted because CUTSA does not prevent disclosure of information by a public official where the official has determined that the disclosure is mandated by FOIA. The matter was heard on June 11, 2007.
II FACTS / PROCEDURAL HISTORY
The following facts and procedural history are relevant to the disposition of this matter.
On April 16, 2007, the plaintiff filed a (1) motion for an ex parte temporary injunction and (2) a one-count complaint alleging that the defendant violated CUTSA. The court granted the plaintiff's ex parte temporary injunction on April 16, 2007 (Wiese, J.). The plaintiff is now requesting the court to permanently enjoin the defendant from misappropriating the plaintiff's trade secrets pursuant to CUTSA and General Statutes § 52-471 et seq.
The plaintiff's complaint provides a detailed analysis of why the court should grant a permanent injunction, including extensive background on the particular product, InterQual, to which it alleges imminent trade secret misappropriation. The plaintiff produces InterQual, which is a clinical care-management decision support tool. WellCare of Connecticut is an authorized licensee of InterQual. The plaintiff granted WellCare permission to disclose InterQual to the defendant, on the grounds that WellCare designate InterQual as a trade secret exempt from FOIA pursuant to WellCare's contract with the defendant.
The defendant received a FOIA request for information related to InterQual. The defendant then sought and obtained the legal opinion from the Office of the Attorney General in regard to whether InterQual qualified as a trade secret under FOIA. The Attorney General advised the defendant that it should disclose InterQual pursuant to the FOIA request because the information did not quality as a FOIA trade secret exemption.
Upon receiving this information in the form of a letter dated April 4, 2007, the plaintiff filed its complaint on April 16, 2007, alleging that the defendant violated CUTSA, and requesting the court to grant an ex parte temporary injunction and permanent injunction, thereby enjoining the DSS from releasing to the public any and all information relating to InterQual that it has in its possession, whether now or in the future.
The defendant filed a motion to strike on May 21, 2007, arguing that the complaint failed to state a claim for which relief may be granted because CUTSA does not prevent disclosure of information by a public official where the official has determined that FOIA mandates disclosure. The defendant also provided legislative history in support of its motion. The plaintiff filed a memorandum in opposition on June 4, 2007, arguing that CUTSA qualifies as a state statute that trumps the right to compel disclosure under FOIA according to General Statutes § 1-210(a). The parties both filed supplemental memoranda.
III DISCUSSION A
CT Page 13041
Motion to Strike
"Whenever any party wishes to contest (1) the legal sufficiency of the allegations of any complaint, counterclaim or cross claim, or of any one or more counts thereof, to state a claim upon which relief can be granted, or (2) the legal sufficiency of any prayer for relief in any such complaint, counterclaim or cross complaint . . . that party may do so by filing a motion to strike the contested pleading or part thereof." Practice Book § 10-39(a). See Pamela B. v. Ment, 244 Conn. 296, 325, 709 A.2d 1089 (1998)."The purpose of a motion to strike is to contest . . . the legal sufficiency of the allegations of any [pleading] . . . to state a claim upon which relief can be granted . . . A motion to strike challenges the legal sufficiency of a pleading, and, consequently, requires no factual findings by the trial court . . . We take the facts to be those alleged in the [pleading] . . . and we construe the [pleading] in the manner most favorable to sustaining its legal sufficiency . . . Thus, [i]f facts provable in the [pleading] would support a cause of action, the motion to strike must be denied . . . A motion to strike is properly granted if the [pleading] alleges mere conclusions of law that are unsupported by the facts alleged." (Citations omitted; internal quotation marks omitted.) Fort Trumbull Conservancy, LLC v. Alves, 262 Conn. 480, 498, 815 A.2d 1188 (2003); See Vacco v. Microsoft Corp., 260 Conn. 59, 64-65, 793 A.2d 1048 (2002).
"It is fundamental that in determining the sufficiency of a [pleading] challenged by a [party's] motion to strike, all well-pleaded facts and those facts necessarily implied from the allegations are taken as admitted." (Internal quotation marks omitted.) Gazo v. Stamford, 255 Conn. 245, 260, 765 A.2d 505 (2001).
B Connecticut Uniform Trade Secrets Act and Freedom of Information Act
The defendant argues that CUTSA does not prevent disclosure of information by a public official where the official has determined that such disclosure is mandated by FOIA. The issues raised by the defendant concern issues of statutory interpretation. "When construing a statute, [o]ur fundamental objective is to ascertain and give effect to the apparent intent of the legislature . . . In other words, we seek to determine, in a reasoned manner, the meaning of the statutory language as applied to the facts of [the] case, including the question of whether the language actually does apply . . . In seeking to determine that meaning, General Statutes § 1-2z directs us first to consider the text of the statute itself and its relationship to other statutes. If, after examining such text and considering such relationship, the meaning of such text is plain and unambiguous and does not yield absurd or unworkable results, extratextual evidence of the meaning of the statute shall not be considered . . . When a statute is not plain and unambiguous, we also look for interpretive guidance to the legislative history and circumstances surrounding its enactment, to the legislative policy it was designed to implement, and to its relationship to existing legislation and common law principles governing the same general subject matter." (Citation omitted; internal quotation marks omitted.) Cogan v. Chase Manhattan Auto Financial Corp., 276 Conn. 1, 7, 882 A.2d 597 (2005).
In analyzing this issue, the court begins with a review of the relevant statutory provisions.
Under CUTSA, General Statute § 35-52, titled "Injunctive relief," provides that:
"(a) Actual or threatened misappropriation may be enjoined upon application to any court of competent jurisdiction. An injunction shall be terminated when the trade secret has ceased to exist, but the injunction may be continued for an additional reasonable period of time in order to eliminate commercial advantage that otherwise would be derived from the misappropriation. (b) If the court determines that it would be unreasonable to prohibit future use, an injunction may condition future use upon payment of a reasonable royalty for no longer than the period of time the use could have been prohibited. (c) In appropriate circumstances, affirmative acts to protect a trade secret may be compelled by court order." "Misappropriation" is defined as: "(1) Acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or (2) disclosure or use of a trade secret of another without express or implied consent by a person who (A) used improper means to acquire knowledge of the trade secret; or (8) at the time of disclosure or use, knew or had reason to know that his knowledge of the trade secret was (i) derived from or through a person who had utilized improper means to acquire it; (ii) acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use, including but not limited to disclosures made under section 1-210, sections 31-40j to 31-40p, inclusive, or subsection (c) of section 12-62; or (iii) derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or (C) before a material change of his position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake." General Statutes § 35-51(b).
The above-mentioned provisions must be read in conjunction with General Statutes § 35-57 which provides that: "[t]his chapter [CUTSA] does not affect . . . the duty of any person or state or municipal agency to disclose information pursuant to Section 1-210 [FOIA] . . ."
The general rule under FOIA is disclosure. "Except as otherwise provided by any federal law or state statute, all records maintained or kept on file by any public agency, whether or not such records are required by any law or by any rule or regulation, shall be public records and every person shall have the right to (1) inspect such records promptly during regular office or business hours, (2) copy such records in accordance with subsection (g) of section 1-212, or (3) receive a copy of such records in accordance with section 1-212." General Statutes § 1-210(a). Additionally, "[n]othing in the Freedom of Information Act shall be construed to require disclosure of . . . (5)(A) Trade secrets, which for purposes of the Freedom of Information Act, are defined as information, including formulas, patterns, compilations, programs, devices, methods, techniques, processes, drawings, cost data, or customer lists that (i) derive independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use, and (ii) are the subject of efforts that are reasonable under the circumstances to maintain secrecy . . ." General Statutes § 1-210(b).
FOIA's underlying policy in favor of disclosure is also an important factor. "The overarching legislative policy of the FOIA is one that favors the open conduct of government and free public access to government records . . . [O]ur construction of the FOIA must be guided by the policy favoring disclosure . . ." (Citations omitted; internal quotation marks omitted.) Perkins v. Freedom of Information Commission, 228 Conn. 158, 166-67, 635 A.2d 783 (1993). "[T]he FOIA expresses a strong legislative policy in favor of the open conduct of government and free public access to its records . . . The act does not, however, confer upon the public an absolute right to all government information . . . In those limited circumstances where the legislature has determined that some other public interest overrides the public's right to know, it has provided explicit statutory exceptions . . . We have held that these exceptions must be narrowly construed." (Citations omitted; internal quotation marks omitted.) Lieberman v. State Board of Labor Relations, 216 Conn. 253, 266, 579 A.2d 505 (1990).
Given these various statutes, the court must interpret their apparent conflict. "Our analysis of the plaintiff's claims is guided by well established tenets of statutory construction. [O]ur fundamental objective is to ascertain and give effect to the apparent intent of the legislature . . . In seeking to discern that intent, we look to the words of the statute itself, to the legislative history and circumstances surrounding its enactment, to the legislative policy it was designed to implement, and to its relationship to existing legislation and common law principles governing the same general subject matter . . . Furthermore, [w]e presume that laws are enacted in view of existing relevant statutes . . . and that [s]tatutes are to be interpreted with regard to other relevant statutes because the legislature is presumed to have created a consistent body of law." (Citations omitted; internal quotation marks omitted.) Conway v. Wilton, 238 Conn. 653, 663-64, 680 A.2d 242 (1996), on remand, 45 Conn.App. 17, 692 A.2d 1303, cert. denied, 241 Conn. 919, 696 A.2d 986 (1997). "We presume that laws are enacted in view of existing relevant statutes and that the legislature intended them to be read together so as to constitute one consistent body of law . . . If there are two possible interpretations of a statute, this court must adopt the more reasonable construction." (Citation omitted.) Polilo v. Planning Commission, 232 Conn. 44, 55, 652 A.2d 1026 (1995). "We are obligated . . . to read statutes together when they relate to the same subject matter . . . This is because of the presumption that the legislature intended to create a harmonious body of law." (Citation omitted; internal quotation marks omitted.) Dept. of Administrative Services v. Employees' Review Board, 226 Conn. 670, 679, 628 A.2d 957 (1993). "Furthermore, the legislature in enacting statutes is presumed to be aware of the existence of other legislation on the same or related issues . . . and [s]tatutes are to be interpreted with regard to other relevant statutes because the legislature is presumed to have created a consistent body of law." (Citation omitted; internal quotation marks omitted.) In re Valerie D., 223 Conn. 492, 524, 613 A.2d 748 (1992).
In the present matter, the court must read the statutes together so as to constitute one consistent body of law. The legislative history cited by the defendant clearly demonstrates that CUTSA was not intended to affect the public's right of access to records under FOIA. The purpose of CUTSA was "designed to combat industrial espionage and conflicting claims over valuable intellectual property." 26 H.R. Proc., Pt. 6, 1983 Sess., p. 2083. In this case, rather than CUTSA combating industrial espionage and conflicting claims, the plaintiff claims that CUTSA should prevent an administrative agency from disclosing information pursuant to a FOIA request. According to the legislative history, this is not the purpose of CUTSA.
CUTSA's legislative history also shows that the legislature was aware of the existence of other legislation on the same or related issues, i.e., FOIA: "The amendment before us now makes it clear that if there's an obligation of either Freedom of Information or Worker's Right to Know, by either an individual, state or municipal agency, or some other law we might have missed, to disclose information, that they may do so, and this act will not affect their obligation to do so, so they might be subject to lawsuit, as example for misappropriation." 26 H.R. Proc., Pt. 14, 1983 Sess., p. 5011. "I'd like you to reaffirm again that this does not affect 1-19 [§ 1-210] of the Freedom of Information Act . . . This makes it very clear that the State or an individual has the duty to disclose, and this act would not restrict them from doing so." 26 H.R. Proc., Pt. 14, 1983 Sess., p. 5012. Thus, the legislature declared that the administrative agency that possessed the alleged trade secrets had the duty to disclose the information if the information would otherwise be released pursuant to a FOIA request.
In addition to CUTSA's legislative history, this court does not have the authority to apply CUTSA to prohibit disclosure of records pursuant to FOIA where the public agency in possession of the records has determined that disclosure is required.
This is a "reverse-FOIA" action. See Chrysler Corp. v. Brown, 441 U.S. 281, 99 S.Ct. 1705, 60 L.Ed.2d 208 (1979). Both parties agreed that submitters of information to agencies have no private right of action under FOIA to prevent release of that information; therefore, the proper procedure in a federal reverse FOIA for an information-submitter's right to judicial review of an agency's decision to disclose submitted records arises [only] under the APA [Administrative Procedures Act, 5 U.S.C. § 702]. Id., 317-18. Thus, since the federal FOIA is interpretatively helpful to understanding Connecticut's FOIA; Connecticut Humane Society v. Freedom of Information Commission, 218 Conn. 757, 760, n. 3, 591 A.2d 395 (1991); the courts should look to Connecticut's Administrative Procedures Act (UAPA) for the proper procedural mechanism in which a plaintiff can bring a reverse-FOIA action against a state administrative agency. Connecticut's UAPA "grants the Superior Court jurisdiction over appeals of agency decisions only in certain limited and well delineated circumstances." Peters v. Dept of Social Services, 273 Conn. 434, 442, 870 A.2d 448 (2005). The attorney general has also weighed in on this issue, following the reasoning in Connecticut Humane Society, the attorney general cited Chrysler, stating that "[t]he general rule under the FOIA is disclosure . . . [General Statutes] § 1-21i(b) deals only with the right to appeal when a person has been denied the right by a public agency to inspect records. Clearly, [General Statutes] § 1-19(b) does not act as a mandatory bar to public agency disclosure." (Citations omitted.) Opinions, Conn. Atty. Gen. No. 80 (November 4, 1980).
This court has found no cases that address a reverse-FOIA action when neither party has brought the issue before either the Freedom of Information Commission or another state agency. See Perkins v. Freedom of Information Commission, supra, 228 Conn. 161 (evidentiary hearing held in regard to whether the information requested qualified under the "invasion of personal privacy" exception); Galvin v. Freedom of Information Commission, 201 Conn. 448, 449, 518 A.2d 64 (1986) (commission held hearing on "whether autopsy reports compiled by the office of Connecticut's chief medical examiner are public records subject to public inspection under General Statutes § 1-19(a) [now § 1-210(a)].").
As here, a motion to strike may challenge the legal sufficiency of a complaint to state a claim upon which relief may be granted. Practice Book § 10-39(a)(1). Construing the complaint in the manner most favorable to sustaining its legal sufficiency, the court finds that the complaint is not legally sufficient because CUTSA does not prevent the defendant from disclosing the subject information pursuant to FOIA.
IV CONCLUSION AND ORDER
For the above-stated reasons, the motion to strike is granted. While a court may have to explore the other issues raised in this case eventually, resolution of those questions are unnecessary to decide this particular motion to strike. Turner v. New London Housing Authority, Superior Court, complex litigation docket at Tolland, Docket No. X07 CV 054003870 (January 17, 2007, Sferrazza, J.) (40 Conn. L. Rptr. 592).