Pederson v. Arctic Slope Regional Corporation
421 P.3d 58
Alaska2018Background
- Rodney S. Pederson, an ASRC shareholder, requested a shareholder address list to solicit proxies for ASRC director elections and signed ASRC’s standard request form and a separate confidentiality agreement limiting use and requiring return of copies by a deadline.
- Pederson used the list to mail proxies in 2013 and 2014, created an electronic spreadsheet, refused to return or destroy electronic copies by the contractual deadline, and suggested he might sell his converted spreadsheet.
- ASRC sued alleging breach of the confidentiality agreement, sought injunctive relief to recover confidential information, and requested declaratory relief that ASRC could deny Pederson access to records for two years under AS 10.06.430(c).
- Pederson filed two summary judgment motions (one arguing no justiciable controversy; a later one claiming mootness after returning a paper list and being elected director) and then declined to participate at trial after the superior court denied continuance and effectively denied his summary judgment motions.
- The superior court found the confidentiality agreement valid, ruled Pederson materially breached it, granted injunctive relief and attorneys’ fees, and entered declaratory judgments that Pederson had “offered for sale” and “improperly used” the list under AS 10.06.430(c).
- On appeal the Alaska Supreme Court affirmed all rulings except it vacated the AS 10.06.430(c) declaratory judgments as moot because the statutory two-year defense period had expired and the declaratory relief no longer affected a live controversy.
Issues
| Issue | Plaintiff's Argument (Pederson) | Defendant's Argument (ASRC) | Held |
|---|---|---|---|
| Validity of confidentiality agreement / consideration | Agreement gave ASRC nothing he wasn’t already entitled to under statute, so no consideration; agreement unenforceable | ASRC’s release subject to confidentiality and its forbearance in not litigating or seeking protective order constituted consideration | Agreement enforceable; ASRC provided bargained-for consideration and could demand reasonable confidentiality terms |
| Overbroad / unconscionable terms | Agreement overly restrictive, prevented efficient use, and could bar future records requests | Agreement narrowly defined confidential material and allowed limited use (e.g., designated mailing house); enforcement clause mirrored the request form | Terms were not unreasonably restrictive; superior court’s factual findings that terms were reasonable sustained |
| Court’s pretrial discovery and summary-judgment rulings | Court improperly re-opened discovery late and effectively denied summary judgment without ruling | Re-opening limited discovery was warranted to test Pederson’s late mootness claim; genuine issues of material fact remained because Pederson refused deposition | No abuse of discretion re-opening limited discovery; summary-judgment denials on factual grounds were proper and unreviewable post-trial |
| Trial proceeded after Pederson left / judge bias claim | Proceeding without opportunity to present defense and judge showed partiality; disqualification required | Pederson voluntarily chose not to participate despite court warnings; rulings supported by record and no extrajudicial bias shown | Court did not abuse discretion proceeding ex parte against a voluntarily absent party; no basis for disqualification |
Key Cases Cited
- Pederson v. Arctic Slope Regional Corp., 331 P.3d 384 (Alaska 2014) (corporation may demand reasonable confidentiality agreement for shareholder inspection)
- Willoya v. State, Dep’t of Corr., 53 P.3d 1115 (Alaska 2002) (abuse-of-discretion review for procedural rulings)
- ConocoPhillips Alaska, Inc. v. Williams Alaska Petroleum, Inc., 322 P.3d 114 (Alaska 2014) (de novo review for contract interpretation and application of precedent)
- Heber v. Heber, 330 P.3d 926 (Alaska 2014) (standards for judge recusal and review of disqualification rulings)
- Prentzel v. State, Dep’t of Pub. Safety, 169 P.3d 573 (Alaska 2007) (summary judgment principles and distinguishing factual disputes)
- Larson v. Benediktsson, 152 P.3d 1159 (Alaska 2007) (post-trial review limits on orders denying summary judgment)