CaremarkPCS Health, LLC v. New Hampshire Department of Administrative Services
167 N.H. 583
| N.H. | 2015Background
- In 2010 the NH Department of Administrative Services issued an RFP for pharmacy benefit management; Caremark submitted a bid and later executed a contract that labeled certain materials proprietary and trade secrets.
- The RFP stated the State would endeavor to keep properly marked confidential portions of proposals confidential and would notify vendors before release; it also said vendors could seek court injunctions to block release.
- In 2011 the Department received public records requests for Caremark’s bid and contract; Caremark asserted trade secret status and sought declaratory and injunctive relief to prevent disclosure.
- Parties stipulated that the disputed information constituted trade secrets under the UTSA and confidential commercial information under the Right-to-Know Law; they also agreed disclosure could chill future bidding.
- The Superior Court granted summary judgment to Caremark, holding disclosure would constitute a UTSA misappropriation and thus be exempt from disclosure under RSA 91-A:4, I ("otherwise prohibited by statute"). The Department appealed.
Issues
| Issue | Plaintiff's Argument (Caremark) | Defendant's Argument (Department) | Held |
|---|---|---|---|
| Whether disclosure of the designated information would be a UTSA misappropriation | Dept. acquired trade secrets under circumstances creating a duty to keep them secret; Caremark did not consent, so disclosure would be misappropriation | No misappropriation: Dept. had not made a direct commitment and, per RFP, disclosure could occur; submission of a bid implied consent | Held: Disclosure would be a misappropriation under RSA 350-B:1 II(b)(2) because the State knew information was provided under confidentiality and Caremark did not consent |
| Whether a UTSA misappropriation is "prohibited by statute" for RSA 91-A:4, I exemption | UTSA’s remedies, injunctive powers, damages, and criminal overlap show misappropriation is prohibited by statute, so exemption applies | UTSA lacks sufficiently explicit prohibition on disclosure to trigger the "otherwise prohibited by statute" exemption; therefore Right-to-Know balancing should apply | Held: UTSA prohibits misappropriation; thus disclosure is "prohibited by statute" and information is exempt under RSA 91-A:4, I |
| Whether Right-to-Know balancing (RSA 91-A:5, IV) was required | (Alternate) Trade secrets also qualify under RSA 91-A:5, IV confidential commercial exception | Department urged application of the RSA 91-A:5 balancing test instead of the statutory-prohibition exemption | Not reached: Court resolved under RSA 91-A:4, I and did not decide the alternative RSA 91-A:5 claim |
| Whether public-policy concerns override statutory protection | Department argued public interest favored disclosure | Court: policy decisions are for the Legislature; UTSA’s enactment reflects legislative choice to prohibit misappropriation | Held: public-policy arguments do not override the statutory exemption; legislative balancing governs |
Key Cases Cited
- Goode v. N.H. Legislative Budget Assistant, 148 N.H. 551 (2002) (distinguishes exemptions requiring balancing from those that do not)
- Bovaird v. N.H. Dep’t of Admin. Servs., 166 N.H. 755 (2014) (summary judgment review standards)
- Animal Welfare Society v. Univ. of Wash., 884 P.2d 592 (Wash. 1994) (public-records disclosure is improper means to obtain trade secrets)
- State ex rel. Besser v. Ohio State Univ., 721 N.E.2d 1044 (Ohio 2000) (trade secrets exempt under public records law when disclosure constitutes misappropriation)
- Pfizer Inc. v. Oregon Dept. of Justice, 294 P.3d 496 (Or. Ct. App. 2012) (Oregon UTSA protects trade secrets from public records disclosure)
- American Family Mut. Ins. v. Missouri Dept., 169 S.W.3d 905 (Mo. Ct. App. 2005) (Missouri UTSA insulation of trade secrets from disclosure under public-records law)