Metz v. MAT Media, LLC
| Decision Date | 07 February 2020 |
| Docket Number | No. 1D18-687,1D18-687 |
| Citation | 290 So.3d 622 |
| Parties | Rep. Larry METZ, Rep. Thomas J. Leek, Rep. David Richardson, Rep. Larry Ahern, Rep. Jason Brodeur, Rep. Cord Byrd, Rep. Robert Cortes, Rep. Kimberly Daniels, Rep. Tracie Davis, Rep. Jason Fischer, Rep. Julio Gonzalez, Rep. Amy Mercado, Rep. Daniel Perez, Rep. Kathleen Peters, Rep. Sharon Pritchett, Rep. Jake Raburn, Rep. Emily Slosberg, and Rep. Jennifer Mae Sullivan, together Constituting the House Public Integrity and Ethics Committee; and Speaker Richard Corcoran, Appellants, v. MAT MEDIA, LLC, and Charles "Pat" Roberts, Appellees. |
| Court | Florida District Court of Appeals |
J. Michael Maida, Deputy General Counsel, and Donald Rubottom, Staff Director for Public Ethics and Integrity Committee, Florida House of Representatives, Tallahassee, for Appellants.
Mark Herron and S. Denay Brown of Messer Caparello, P.A., Tallahassee, and R. Timothy Jansen and Adam J. Komisar of Jansen & Davis, P.A., Tallahassee, for Appellees.
As part of its investigation into the integrity of certain VISIT FLORIDA contracts and the quality of their procurement, the Florida House of Representatives Public Integrity and Ethics Committee issued subpoenas to MAT Media, LLC, and Charles "Pat" Roberts for records related to MAT Media's publicly funded contracts with VISIT FLORIDA for production of Emeril's Florida television programming. For their part, MAT Media and Mr. Roberts asserted that the subpoenas exceeded the scope of a legitimate legislative investigation, sought disclosure of trade secret information, and invaded their privacy interests.
At issue in this appeal is the trial court's refusal to enforce the subpoenas to the extent that they sought MAT Media's records showing its actual costs to produce Emeril's Florida . Because the request falls squarely within a legitimate legislative investigation and there is no constitutional impediment to the release of the records, we reverse the trial court's order quashing this portion of the subpoenas and remand for further proceedings.
MAT Media is a single-member Florida limited liability company managed and controlled by Mr. Roberts. VISIT FLORIDA is the trade name for the Florida Tourism Industry Marketing Corporation, a public-private nonprofit corporation created by statute to serve as a direct-support organization for Enterprise Florida, Inc. See § 288.1226, Fla. Stat. Enterprise Florida is a nonprofit corporation that serves as the economic development organization for the state. § 288.901, Fla. Stat. By law, Enterprise Florida must contract with VISIT FLORIDA "to execute tourism promotion and marketing services, functions, and programs for the state." § 288.923(3), Fla. Stat.
Beginning in 2012, VISIT FLORIDA entered into a series of no-bid contracts with MAT Media for MAT Media to create and produce original television programming hosted by Emeril Lagasse and featuring Florida locations and cuisine ("Emeril's Florida "). The contracts also called for MAT Media to create and produce ancillary products in support of Emeril's Florida .
The contracts were "deliverable contracts," involving the expenditure of public funds in return for defined deliverables of products and services. While MAT Media did not have to disclose its actual costs and expenses associated with the deliverables in its invoices to VISIT FLORIDA, MAT Media agreed "to maintain journals, ledgers, books and other records in good order and in sufficient detail to allow audit and post-audit activities required by law with respect to VISIT FLORIDA activities." VISIT FLORIDA did not ask for any audit of MAT Media under the contracts, and there was no allegation that MAT Media breached the contracts in any way.
Over the course of five seasons, MAT Media received more than $10 million in public funds under its contracts with VISIT FLORIDA. It also received additional public dollars in sponsorships by local tourism development councils and visitor convention bureaus, plus advertising revenue realized on the programming purchased by VISIT FLORIDA. Further, MAT Media retained ownership and copyright of the products it created for VISIT FLORIDA and could resell the products for additional compensation.
At the request of the Speaker of the Florida House of Representatives, the Public Integrity & Ethics Committee began "investigating certain VISIT FLORIDA television production contracts to discover the integrity of such contracts and the quality of their procurement." During this same general time, the Committee was also considering and ultimately advanced a bill to establish a "Florida Accountability Office" to promote integrity in government and identify, investigate, and eliminate fraud, waste, abuse, mismanagement, and misconduct. Relating to the state agency procurement process, the bill called for the disclosure of good-faith estimates of gross profit from potential contractors in non-competitive procurements and required agencies to make written determinations of whether those estimates were excessive.
The Committee unanimously approved issuance of subpoenas duces tecum to MAT Media and Mr. Roberts as part of its investigation. In relevant part, the subpoenas asked for "[a]ll journals, ledgers, books, and records concerning the production and airing of Emeril's Florida for years 2012-2017."1 The Speaker approved the subpoenas, and they were signed and issued by the Committee's chair.2
In response to the subpoenas, MAT Media and Mr. Roberts sued the Speaker and the members of the Committee (collectively, the "House") for injunctive and declaratory relief to determine their duty to respond to the subpoenas. They contended the subpoenas exceeded the scope of a legitimate legislative investigation, sought disclosure of trade secret information, and invaded Mr. Roberts' right to privacy. The House in turn sued MAT Media and Mr. Roberts for judicial enforcement of the subpoenas under section 11.143(4)(b), Florida Statutes.3 The House contended that it was entitled to the requested documents as part of its continuing investigation into the use of public funds for tourism marketing and its consideration of policy changes to inject more transparency and accountability into the procurement process. The cases were consolidated, and the trial court held an evidentiary hearing on the legislative request for MAT Media's financial records at issue in this appeal.
Two witnesses testified at the evidentiary hearing over a general objection from the House regarding the lack of relevancy. First, the former chief marketing officer of VISIT FLORIDA testified about the valuation of the Emeril's Florida contracts. He referred to the deliverables under those contracts as "evergreen products" because VISIT FLORIDA could repurpose them and use them in perpetuity. He explained that a product like Emeril's Florida has a long shelf life, so it is hard to determine the actual value. He and other representatives of VISIT FLORIDA generally negotiated the fair market value of the contracts with Mr. Roberts based on their collective experience and expertise. He said they took their responsibilities seriously because they were dealing with taxpayer dollars. VISIT FLORIDA focused on the value of the content, not how much profit MAT Media would make under the contracts. As summarized by the trial court,
Next, the court heard from the bookkeeper for MAT Media and Mr. Roberts. The bookkeeper testified that MAT Media has its own set of financial records and ledgers, apart from Mr. Roberts' personal financial information. MAT Media does not file its own tax return; instead, its business revenue and expenses appear on Schedule C of Mr. Roberts' personal tax return. As part of his duties, the bookkeeper would make deposits and issue checks on behalf of MAT Media to pay vendor invoices. He would record all of MAT Media's expenses for its various projects using accounting software. Hard copies of the invoices were maintained in Mr. Roberts' office.
After an in-camera review of the requested records, the trial court determined that the records would not "shed light on the back and forth negotiations that led to the Visit Florida/Mat Media contracts." It found that those items were "simply not germane or pertinent to the investigation, nor does the House's investigation power outweigh the privacy protection of Mr. Roberts and his company's information." The court reasoned that "[r]equiring production of the records would be approval of the very sort of governmental intrusion prohibited by Article I, section 23, Florida's Right to Privacy." Based on these findings, the trial court quashed certain portions of the subpoenas, including the one at issue in this appeal.
Before us, the House contends that the trial court's order should be reversed, and MAT Media and Mr. Roberts should be ordered on remand to produce MAT Media's financial records reflecting its Emeril's Florida costs, subject to appropriate protections for any trade secrets. Because this case presents questions of law arising from undisputed facts, the standard of review is de novo. Aills v. Boemi , 29 So. 3d 1105, 1108 (Fla. 2010).
The State's legislative power rests exclusively with the Legislature. See Art. III, § 1, Fla. Const. Inherent in the plenary power to legislate is the power to investigate. See Art. III, § 5, Fla. Const.; § 11.143(3), Fla. Stat. "Once a valid legislative objective is established then the power of inquiry with effective process to obtain it is an essential concomitant of the legislative authority to act." Gibson v. Fla. Legislative Investigation Comm'n. , 108 So. 2d 729, 737 (Fla. 1958).
The Legislature's power to investigate is necessarily broad. "It encompasses inquiries...
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