COMM. WORKERS OF AM. v. Rousseau
417 N.J. Super. 341
N.J. Super. Ct. App. Div.2010Background
- OPRA challenge to disclosure of private equity investment agreements funded by state pension funds.
- SIC adopted AIP, created Fund E and allowed private equity investments; documents in dispute include partnership and side agreements.
- O'Hare identified 13 responsive documents; numerous items withheld as confidential.
- Judge Feinberg held the agreements are proprietary commercial/financial information and trade secrets, not government records.
- Intervenors certified confidentiality; disclosure argued to impair future state access to private equity funds and bargaining power.
- State investments totaling $11 billion in AIP; amount in private equity undisclosed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether OPRA permits non-disclosure of the investment agreements. | Aggrieved parties seek transparency and public oversight. | Documents contain proprietary information and would harm competitive position. | Yes; agreements fall within OPRA exemptions not to disclose. |
| Whether the documents are trade secrets under OPRA. | Confidential access to records should be allowed for oversight. | Contents are trade secrets and confidential business information. | Yes; documents are trade secrets. |
| Whether the agreements confer competitive advantage if disclosed. | Public access aids accountability and oversight. | Disclosure would disadvantage funds and harm negotiations. | Yes; disclosure would provide competitive advantage to others. |
| Whether the common law right of access requires disclosure. | Pls have legitimate private interests; information should be accessible. | Private interests and confidentiality outweigh public curiosity. | No; confidentiality outweighs public access. |
| Whether redaction could permit disclosure of non-exempt portions. | Redacted portions suffice for oversight. | Redaction ineffective; entire documents protected. | No; redaction not feasible; entire documents not government records. |
Key Cases Cited
- Lamorte Burns & Co. v. Walters, 167 N.J. 285 (2001) (proprietary information factors; confidential data protected)
- Hammock by Hammock v. Hoffmann-LaRoche, 142 N.J. 356 (1995) (trade secret framework; disclosure may be restricted)
- Tractenberg v. Twp. of West Orange, 416 N.J. Super. 354 (2010) (OPRA exemptions and confidentiality principles)
- Loigman v. Kimmelman, 102 N.J. 98 (1986) (public access factors for balancing interests)
- Keddie v. Rutgers, 148 N.J. 36 (1997) (private vs public interest test in access law)
- Wilson v. Brown, 404 N.J. Super. 557 (2009) (monitoring negotiations; access considerations in public records)