SYBAC Solar, GMBH v. 6th Street Solar Energy Park of Gainesville, LLC
217 So. 3d 1068
Fla. Dist. Ct. App.2017Background
- Sybac Solar sued 6th Street for repayment of ~ $6 million loan related to a solar project; 6th Street counterclaimed, later adding defamation by alleging statements made by Sybac executive Christian Rautenberg on Dec. 20, 2013.
- 6th Street noticed Rule 1.310(b)(6) corporate-representative depositions; Sybac produced two representatives (Sassen and Tyson) who testified extensively.
- 6th Street then sought to depose Rautenberg as Sybac’s corporate representative about the December 20, 2013 meeting; Rautenberg previously refused to answer questions about that meeting on advice of counsel.
- Sybac’s pleadings denied agency/ratification and asserted Rautenberg was not acting on Sybac’s behalf — creating directly adverse interests between Rautenberg and Sybac on the defamation issue.
- The trial court ordered Rautenberg to continue deposition as Sybac’s corporate representative and to answer all questions concerning the December 20, 2013 meeting; Sybac petitioned for writ of certiorari.
- The Second District concluded the trial court erred in compelling Rautenberg to testify as Sybac’s corporate representative on matters where his interests were adverse to the corporation.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a party may compel a corporation to produce a specific person (Rautenberg) as its Rule 1.310(b)(6) corporate representative | 6th Street: may depose Rautenberg as corporate rep to bind Sybac on statements at Dec. 20, 2013 meeting | Sybac: rule vests corporation with sole authority to designate its representative; opposing interests make Rautenberg inappropriate | Court: Corporation chooses its 1.310(b)(6) designee; opposing party can seek other procedures but cannot unilaterally name rep; court must consider protective order requests |
| Whether a corporate representative may be compelled to testify on subjects where the rep's interests are adverse to the corporation | 6th Street: testimony binds corporation regardless; should answer about meeting | Sybac: Rautenberg’s interests are adverse (denial of agency/ratification); forcing him to speak for Sybac departs from rule’s purpose | Court: Where individual’s interests are directly adverse to corporation, he is an inappropriate 1.310(b)(6) spokesperson; compulsion was improper |
| Whether forcing such testimony causes irreparable harm warranting certiorari | 6th Street: deposition is proper discovery; no irreparable harm | Sybac: compelled testimony binding the corporation causes irreparable injury that cannot be undone on appeal | Court: Compelling testimony that binds the corporation can cause irreparable harm; certiorari relief appropriate |
| Whether the trial court’s order should be quashed in whole or part and alternatives available to 6th Street | 6th Street: seeks full answers from Rautenberg as corporate rep | Sybac: limited to preserve corporate control; 6th Street may depose other corporate reps or Rautenberg individually | Court: Quashed the requirement that Rautenberg answer as corporate rep about Dec. 20 meeting; 6th Street may depose a different corporate rep or Rautenberg in his individual capacity |
Key Cases Cited
- Barker v. Barker, 909 So. 2d 333 (Fla. 2d DCA 2005) (certiorari standards for departure from essential requirements, irreparable harm, and lack of adequate appellate remedy)
- Parkway Bank v. Fort Myers Armature Works, Inc., 658 So. 2d 646 (Fla. 2d DCA 1995) (certiorari standards)
- Carriage Hills Condo., Inc. v. JBH Roofing & Constructors, Inc., 109 So. 3d 329 (Fla. 4th DCA 2013) (Rule 1.310(b)(6) deposition testimony may bind the corporation)
- Racetrac Petroleum, Inc. v. Sewell, 150 So. 3d 1247 (Fla. 3d DCA 2014) (party cannot unilaterally select corporate 1.310(b)(6) representative; court may issue protective order)
- Plantation-Simon, Inc. v. Bahloul, 596 So. 2d 1159 (Fla. 4th DCA 1992) (Rule 1.310(b)(6) supplements traditional practice and does not preclude deposing other officials; protective-order considerations)
- Chiquita Int'l Ltd. v. Fresh Del Monte Produce, N.V., 705 So. 2d 112 (Fla. 3d DCA 1998) (limitations on opponent naming corporation’s representative)
- Sanders v. Circle K Corp., 137 F.R.D. 292 (D. Ariz. 1991) (denying compelled 30(b)(6) deposition where witness’s interests were adverse to employer)