Beyond Meat, Inc. v. Don Lee Farms

• Decision Date: 07 January 2021
• Docket Number: A20A1131
• Citation: 358 Ga.App. 77,853 S.E.2d 667
• Parties: BEYOND MEAT, INC. v. DON LEE FARMS, a Division of Goodman Food Products, et al.
• Court: Georgia Court of Appeals

358 Ga.App. 77

853 S.E.2d 667

BEYOND MEAT, INC.

v.DON LEE FARMS, a Division of Goodman Food Products, et al.

A20A1131

Court of Appeals of Georgia.

January 7, 2021

Sada Jacobson Baby, Halsey George Knapp Jr., Atlanta, Christopher Y. L. Yeung, for Appellant.

Alan Stuckey Clarke, Atlanta, Michael Eric Ross, Daniel A. Platt, Edward K. Lee, Michael James King, for Appellee.

Hodges, Judge.

Don Lee Farms, a Division of Goodman Food Products, sued Beyond Meat, Inc., in California as a result of Beyond Meat's termination of the parties’ manufacturing agreement. In furtherance of the California litigation, Don Lee served a subpoena on non-party FPL Foods, LLC, in Georgia. The trial court denied Beyond Meat's motion for a protective order and/or to quash the FPL subpoena, and Beyond Meat appeals, contending that the trial court erred by (1) adopting Don Lee's proposed order which made inappropriate findings of fact and conclusions of law that were beyond the scope of the discovery dispute and which concern disputed legal issues in the California litigation; and (2) denying the motion because the FPL subpoena seeks irrelevant documents. For the reasons that follow, we vacate the trial court's order, and remand the case with direction.

"The grant or denial of a motion for protective order generally lies within the sound discretion of the trial court, and the exercise of that discretion is reviewed on appeal for abuse." (Citation omitted.) Alexander Properties Group v. Doe , 280 Ga. 306, 307 (1), 626 S.E.2d 497 (2006). When the trial court misapplies the law or clearly errs in its findings of fact, however, the degree of deference owed to the trial court diminishes. Id. at 308 (1), 626 S.E.2d 497. Moreover,

ordinarily, findings of fact by trial courts sitting without a jury are binding on appeal. But, where findings of fact are clearly erroneous, or wholly unsupported by the evidence, they may be set aside. And if the court's judgment is based upon a stated fact for which there is no evidence, it should be reversed.

(Citation and punctuation omitted.) In the Interest of V. G. , 352 Ga. App. 404, 409 (8) (a), 834 S.E.2d 901 (2019).

Here, the record demonstrates that Beyond Meat offers plant-based meatless products, including the Beyond Burger. Beyond Meat provides raw ingredients to a co-manufacturer who then cooks, processes, and packages the product. In 2014, Beyond Meat and Don Lee entered an exclusive supply agreement (the "Agreement") for Don Lee to be a co-manufacturer of Beyond Meat's products. Beyond Meat alleges that it became concerned by health and safety issues after foreign objects were found in food products and after a Salmonella contamination occurred at Don Lee's manufacturing facility. Beyond Meat terminated the Agreement, which resulted in Don Lee suing Beyond Meat in California.

As is relevant to this dispute, Don Lee brought claims for breach of contract for the early termination of the Agreement, as well as misappropriation of trade secrets. Don Lee alleges that it developed proprietary methods for processing Beyond Meat's products, which were improperly shared with its competitors after termination of the Agreement. Don Lee also alleges that Beyond Meat's stated reasons for terminating the Agreement are pretextual, and that the real reason for the termination was so Beyond Meat could enter more economically favorable arrangements with Don Lee's competitors. Beyond Meat countersued, which included a claim for breach of contract concerning the purported failure to meet the health and safety standards of the Agreement.

Subsequent to the termination of the Agreement, Beyond Meet entered a contract with Georgia-based company FPL, in which FPL serves as a co-manufacturer. Don Lee served FPL with a subpoena seeking a broad and extensive range of documents. In the California litigation, Don Lee also served Beyond Meat with a request for production of documents, which included some of the same categories of documents requested from FPL in the subpoena. In Georgia, Beyond Meat moved for a protective order and/or to quash the subpoena. In California, Beyond Meat moved for a protective order raising many of the same arguments asserted in the Georgia proceedings. The record does not contain an order by the California court concerning the discovery dispute, and it appears the motion was not decided by the time the trial court in Georgia ruled on the motion before it.

Following a hearing, at which argument was heard but no evidence presented, the trial court adopted a proposed order submitted by Don Lee which fully denied the motion for protective order and/or to quash without individually addressing the specific documents and categories of documents sought by the subpoena. Beyond Meat appeals.

1. Beyond Meat contends that the trial court erred in adopting verbatim the order drafted by Don Lee. Because the order contains factual findings which are not supported by the record, we agree.

This case illustrates the care which must be taken by the bench and the bar when relying on counsel for the parties to draft orders on behalf of the trial court. The Georgia Supreme Court has provided some instructive commentary:

The trial court may request counsel (usually for the prevailing party) to prepare the findings and conclusions which, of course, the judge is at liberty to amend or change in any respect deemed proper. The purpose of findings of fact is threefold: as an aid in the trial judge's process of adjudication; for purposes of res judicata and estoppel by judgment; and as an aid to the appellate court on review. It has been noted that when the trial court adopts verbatim the proposed findings and conclusions of the prevailing party the adequacy of the findings is more apt to be questioned, the losing party may forfeit his undeniable right to be assured that his position has been thoroughly considered, and the independence of the trial court's thought process may be cast in doubt.

(Citations and punctuation omitted.) Outdoor Advertising Assn. of Georgia v. Dept. of Transp. , 186 Ga. App. 550 (1), 367 S.E.2d 827 (1988).

Turning to the present order drafted by counsel for Don Lee, it contains numerous findings which are unsupported by the evidence in the record before the trial court. Throughout the order, the trial court refers to the processes purportedly developed by Don Lee as "trade secrets." Whether the processes at issue constitute trade secrets under California law is in dispute in the California litigation. More importantly, the record contains no...