Supreme Court Rules Corporations Do Not Have "Personal Privacy" Under FOIA

Supreme Court Rules Corporations Do Not Have "Personal Privacy" Under FOIA

On March 1, 2011, the Supreme Court ruled in Federal Communications Commission v. AT&T Inc., Case No. 09-1279, that corporations do not have "personal privacy" under Exemption 7(C) to the Freedom of Information Act ("FOIA"). Exemption 7(C) removes from mandatory disclosure under FOIA law enforcement records the disclosure of which "could reasonably be expected to constitute an unwarranted invasion of personal privacy."

The court rejected AT&T's argument that the undefined phrase "personal privacy" incorporates the statutory definition of "person," which includes corporations. First, the Court noted that adjectives do not always have the same meaning as their root nouns, so it does not follow that "personal privacy" should be given the definition of "person." The Court then employed the standard rule of construction that undefined terms in a statute should be given their "ordinary" meaning. According to the Court, "personal" ordinarily refers to individuals. In fact, according to the Court, "personal" is commonly used to mean the precise opposite of corporate or business-related (e.g., personal life, personal opinion, personal expense).

The Court also looked to the legislative history of FOIA to support its ruling. When Exemption 7(C) was enacted, two other exemptions already existed in FOIA -- Exemptions 4 and 6. Exemption 4 uses the word "person" and protects trade secrets and commercial or financial information, all of which apply to corporate activity. Exemption 6, however, uses the phrase "personal privacy" and protects personnel and medical records. The Court has regularly referred to Exemption 6 as concerning an individual's right of privacy. The Court found persuasive the fact that Congress tracked the language of Exemption 6 when drafting Exemption 7(C). The Court also considered the general understanding among judges and legal scholars at the time Exemption 7(C) was enacted that the concept of "personal privacy" did not apply to corporations.

This ruling will continue to require disclosure under FOIA of corporate documents produced pursuant to Department of Labor ("DOL") investigations. We recommend that employers take all reasonable steps to protect sensitive information prior to producing documents to DOL or other government agencies. Such actions should include redacting or withholding confidential, privileged or trade-secret information or marking documents as exempt from disclosure under other applicable FOIA exemptions, such as Exemption 4.

For more information about this case and other labor and employment law issues please contact Mary Pivec at pivec@khlaw.com or Manesh Rath at rath@khlaw.com.

For more information about LexisNexis products and solutions connect with us through our corporate site.