Lawsuit against city is related to improper disclosure of information
Nashville, TN – There were national news reports about a breach of contract lawsuit involving a city manager [1].
Breach of contract case related to illegal sharing of privileged info
Holly Tatman, the former City Administrator of Marine City, has filed a lawsuit against the community, alleging a breach of contract due to the leak of a 2021 investigative personnel report on Facebook. Tatman’s termination in January of the same year by the City Commission is at the center of this dispute. According to Tatman’s complaint, the leaked documents contained sensitive information that could potentially harm her personal and professional reputation.
The lawsuit, filed in late September, claims that certain documents labeled “attorney-client privileged communication” found their way onto Facebook, revealing details related to a background check conducted before Tatman’s hiring that were never meant to be made public. Despite attempts to reach Tatman and her attorney, Heidi Sharp, for comment, no response was received. Marine City’s attorney, Robert Davis, also refrained from commenting due to the ongoing litigation.
The controversy surrounding Tatman’s background check emerged after her appointment as city manager in late summer 2021. Concerns were raised about a breakdown in communication regarding the thoroughness of the background check. Marine City’s treasurer and finance director, who had also applied for the manager position, discovered that Tatman’s check had not met the required level of scrutiny. An attorney from Fisher Phillips conducted an investigation into the matter after a threat of litigation was made by a current employee.
The complaint alleges that the leaked report repeatedly disparaged Tatman and raised allegations of harassment and retaliation against her, including claims that she had humiliated an employee in front of the entire office and had attempted to disrupt personnel relations. The report also questioned her job performance as the village manager in Lexington.
City commissioners reportedly reviewed the report in a closed session in November 2021. Tatman’s complaint contends that Commissioner Lisa Hendrick, who is now the commission’s mayor pro tem, “refused” to return her copy of the report after the meeting and left with it in her possession. The report was protected by attorney-client privilege and not subject to Freedom of Information Act requests, making its public release ineligible.
The lawsuit further alleges that Hendrick shared her copy of the report, including with Commissioner Mike Hilferink, who had not yet been elected to office at the time but was elected in 2022. Tatman’s contract was terminated by Marine City in January of the same year, and she entered into a severance agreement in February. The agreement included a neutral reference provision, prohibiting the city and its elected officials from disparaging Tatman in connection with her employment as city manager.
The lawsuit claims that Hilferink, who moderates a private Facebook group for “citizens for transparency” in downriver communities, allowed anonymous comments containing images of the report pages to be shared on the platform. Despite Hilferink’s denial of leaking the documents himself, Tatman’s complaint argues that his Facebook activity violated the neutral reference provision.
Currently, Hilferink faces the possibility of being expelled from office, as the City Commission considers a resolution to initiate the expulsion process under Marine City’s charter. Hendrick, who survived an ousting attempt in November 2021, has expressed concerns about the sharing of non-public, attorney-client-privileged information, emphasizing the need to protect employees’ rights.
What kinds of contract terms dictate how information can be used and shared?
Contract terms play a crucial role in dictating how information can be used and shared in various business agreements and legal arrangements. These terms are often outlined in confidentiality agreements, non-disclosure agreements (NDAs), licensing agreements, and other contractual documents. Here are some common types of contract terms that govern the use and sharing of information:
- Confidentiality and Non-Disclosure Clauses: Confidentiality clauses, or NDAs, are perhaps the most fundamental contract terms for protecting sensitive information. They stipulate that one or both parties involved in the contract must keep certain information confidential and not disclose it to third parties without explicit consent. These clauses are commonly used in business partnerships, employment contracts, and when sharing proprietary or trade secret information.
- Data Usage and Privacy Provisions: In contracts related to data sharing or processing, such as data processing agreements (DPAs) under data protection laws like GDPR, terms specify how data can be used, who can access it, and the security measures that must be in place to protect it. These provisions are vital for safeguarding personal and sensitive data.
- Intellectual Property Rights: Contracts often address the ownership and use of intellectual property, including patents, copyrights, trademarks, and trade secrets. Terms in licensing agreements, for instance, define how the licensed intellectual property can be used, whether it can be sublicensed, and how royalties or fees are determined.
- Usage Restrictions: Some contracts specify restrictions on how information can be used. For example, in software licensing agreements, there may be terms limiting the number of installations or the type of devices on which the software can be used.
- Duration of Confidentiality: Contracts typically state the duration of confidentiality obligations. Some information may only need to be kept confidential during the term of the contract, while others, such as trade secrets, might require protection indefinitely.
- Permitted Disclosures: Contracts often specify scenarios in which information can be disclosed without violating confidentiality. These may include disclosures required by law, disclosures to employees or contractors who need the information to perform their duties, or disclosures with the consent of the disclosing party.
- Remedies for Breach: Contract terms also outline remedies in case of a breach of confidentiality or information misuse. These remedies may include financial penalties, injunctive relief to stop further disclosure, or even termination of the contract.
- Dispute Resolution and Governing Law: The contract may specify the process for resolving disputes related to information sharing and usage, as well as the jurisdiction and governing law that will apply in case of legal action.
- Change of Control or Ownership: In mergers, acquisitions, or partnership agreements, there may be terms addressing what happens to shared information if there is a change in ownership or control of one or both parties.
- Employee and Contractor Obligations: Employment contracts and agreements with contractors often contain terms regarding the handling of confidential information, both during and after the employment or contract period.
In summary, the specific contract terms that dictate how information can be used and shared depend on the nature of the information, the purpose of the contract, and the parties involved. These terms are essential for protecting sensitive data, intellectual property, and trade secrets while also establishing clear boundaries and legal obligations regarding information usage and disclosure. Businesses and individuals should carefully draft and review contracts to ensure that these terms align with their interests and legal requirements.
Business attorneys are available in Nashville, Tennessee
The Law Office of George R. Fusner is a firm that handles various business matters for local clients in the Nashville area.
USAttorneys.com is a service that works with people who need to find lawyers. Those who need assistance with a referral can call 800-672-3103
Firm contact info:
The Law Office of George R. Fusner
7104 Peach Court, Brentwood TN 37027
615-251-0005
gfusnerlaw.com
Sources:
- https://www.thetimesherald.com/story/news/2023/10/04/ousted-marine-city-manager-alleging-breach-of-contract-in-lawsuit/71055965007/
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