Summitbridge National Investments LLC v. 1221 Palm Harbor, L.L.C.
67 So. 3d 448
| Fla. Dist. Ct. App. | 2011Background
- Summitbridge acquired the mortgage, note, and guaranty from Colonial Bank four years after the 2004 loan to 1221 Palm Harbor, L.L.C.; a foreclosure judgment for over $3.32 million was entered for the debt; borrowers raised defenses alleging Colonial Bank’s actions hindered payment; the purchase agreement between Summitbridge and Colonial Bank was disputed as to its status as a trade secret and its redacted pricing information; the circuit court ordered production without in camera review and Summitbridge’s price information remained largely redacted; on appeal, the court held the circuit court departed from essential requirements of law by not conducting an in camera review to determine if the information was a trade secret and whether safeguards were needed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the disputed information qualifies as a trade secret | Summitbridge asserts the price information is a trade secret | Borrowers contend the information is not a trade secret or not protectable | Yes, as to need for in camera review to determine trade secret status |
| Whether in camera review was required before ordering disclosure | In camera review is necessary to protect trade secrets | The court can decide based on record without in camera review | Yes; circuit court erred in not conducting in camera review |
| Whether protective measures and necessity showing were required for disclosure | Disclosure should be limited or withheld absent necessity | Disclosure to borrowers’ counsel should be allowed | Yes; review required to assess necessity and safeguards |
Key Cases Cited
- Ameritrust Ins. Corp. v. O’Donnell Landscapes, Inc., 899 So.2d 1205 (Fla. 2d DCA 2005) (requires in camera review to determine if information is a trade secret and potential harm)
- Columbia Hospital (Palm Beaches) Limited Partnership v. Hasson, 33 So.3d 148 (Fla. 4th DCA 2010) (rate structure may be trade secret; confidentiality status depends on context)
- Bestechnologies, Inc. v. Trident Envtl. Sys., Inc., 681 So.2d 1175 (Fla. 2d DCA 1996) (restatement-based definition of trade secret)