Sysco Iowa, Inc. v. University of Iowa, 2016 Iowa App. LEXIS 809

Sysco Iowa appeals a district court ruling that its Master Distribution Agreement with the University of Iowa Hospitals and Clinics does not contain trade secrets and is discloseable under the Open Records Act.
The original contract commenced September 1, 2008, with term through August 30, 2013, later extended twice to August 30, 2014 and June 30, 2015.
Contracting occurred via a competitive bidding process and the contract included a confidentiality provision.
A Cedar Rapids Gazette reporter filed an Open Records Act request; Sysco sought an injunction to prevent disclosure of the contract.
The district court denied injunctive relief, finding no trade-secret exemption and no substantial threat of irreparable harm.
On appeal, Sysco argues the contract contains trade secrets with independent economic value and that disclosure would cause substantial and irreparable injury.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Does the contract contain trade secrets under Iowa UTSA?	Sysco contends portions have independent economic value.	The district court and University found no trade-secret value.	Yes; portions qualify as trade secrets.
Did Sysco prove independent economic value of the disclosed information?	Disclosing pricing, margins, and discounts would disadvantage Sysco.	No concrete evidence of economic value beyond conjecture.	Independent economic value proven.
Were Sysco's secrecy efforts reasonable under the circumstances?	Sysco maintained efforts to keep terms secret.	The record lacked specifics demonstrating value and safeguard measures.	Secrecy efforts reasonable.

US West Communications, Inc. v. Office of Consumer Advocate, 498 N.W.2d 711 (Iowa 1993) (burden to show competitive disadvantage requires concrete proof, not speculative.)
Iowa Film Production Services, 818 N.W.2d 213 (Iowa 2012) (evidence of independent economic value must be concrete; theory alone insufficient.)