## Facts

- During a utility rate proceeding, the Office of Consumer Advocate (OCA) investigated the reasonableness of U.S. West Communications, Inc.’s rates and charges.
- OCA requested records concerning real-estate and leaseback dealings involving U.S. West affiliates, including book values of several buildings, ownership and sale information, and affiliate rent per square foot.
- The utility and its affiliates provided copies of lease and real-estate transaction documents to OCA under a confidentiality agreement allowing the utility to litigate whether the materials qualified for an Iowa Code chapter 22 exemption before release.
- A reporter, Thomas N. Locke, made a public-records request to OCA for the same materials under Iowa Code chapter 22.
- The utility and its affiliates sued to enjoin OCA from disclosing the documents, asserting statutory exemptions to disclosure.

## Issues

1. Whether lease and real-estate transaction documents submitted by a regulated utility to OCA in a rate proceeding are “public records” subject to disclosure under Iowa Code chapter 22.
2. Whether the documents were exempt from disclosure as “trade secrets.”
3. Whether the documents were exempt as reports or information to a government agency whose release would give competitors an unfair advantage and serve no public purpose.
4. Whether a confidentiality agreement with OCA could bar disclosure otherwise required by chapter 22.

## Decision

- The Iowa Supreme Court affirmed the denial of injunctive relief and allowed disclosure.
- The court held the requested documents were public records in OCA’s possession and not covered by the asserted exemptions.
- The utility failed to prove the materials met the legal requirements for a trade-secret exemption.
- The utility also failed to prove that disclosure would confer the type of unfair competitive advantage required by the competitive-advantage exemption, and the court found a public purpose in disclosure because the documents related to utility rates and regulated leasing practices.
- The confidentiality agreement did not create an independent basis for nondisclosure; it merely provided a procedure for litigating exemption claims.

## Legal Principles

- Iowa Code chapter 22 broadly provides public access to public records held by state agencies; statutory exemptions are construed narrowly.
- The party resisting disclosure bears the burden to show that a specific statutory exemption applies.
- Commercially sensitive material is not exempt as a “trade secret” absent proof it satisfies the governing legal criteria for trade-secret protection.
- The competitive-advantage exemption requires proof both that disclosure would afford competitors an unfair advantage and that disclosure would serve no public purpose.
- A confidentiality agreement between a submitting party and a government agency cannot override statutory public-records disclosure duties.

## Conclusion

The court held that lease and real-estate transaction records submitted by a regulated utility to OCA in a rate investigation were subject to disclosure under Iowa’s public records law because the utility did not establish the claimed trade-secret or competitive-advantage exemptions, and any confidentiality agreement could not expand statutory exemptions.


U.S. W. Commc’ns, Inc. v. Off. of Consumer Advoc., 498 N.W.2d 711 (Iowa 1993)