JOURNAL/SENTINEL v. SHOREWOOD SCHOOL BD.,
186 Wis.2d 443 (Ct.App. 1994)
521 N.W.2d 165
 
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Journal/Sentinel, Inc.
Bruce Gill,
Michael Bayer and
Lawrence Sussman,

Paintiffs-Respondents,

v.

Shorewood School District Boaard,
Amy Lewis, in her capacity as
Shorewood School Board President.

Court of Appeals # 93-3106.
Oral argument 7/6/94.   Decided 7/19/94

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APPEAL from an order of the circuit
court for Milwaukee County:

LAURENCE C. GRAM, JR., Judge. Affirmed.

On behalf of the defendants-appellants, the
cause was submitted on the briefs of
Michael J. Morse, Warren L. Kreunen, and
Brent P. Benrud of von Briesen & Purtell,
S.C., of Milwaukee.

There was oral argument by Michael J. Morse.

On behalf of the plaintiffs-respondents,
the cause was submitted on the briefs of
Dennis L. Fisher of Meissner & Tierney, S.C.,
of Milwaukee.

There was oral argument by Dennis L. Fisher.

Before Wedemeyer,
P.J., Sullivan and Fine, JJ.

FINE, J.

This is an appeal from the trial court's
grant of summary judgment in favor of the
publisher of Milwaukee's two newspapers of
general circulation and three of its
employees, directing the Board of Directors
of the School District of the Village of
Shorewood, the board president, the school
district's acting superintendent, and the
school board's attorneys to release, under
Wisconsin's public records law, Sections
19.31-19.37, STATS., a document entitled
"Memorandum of Understanding," which recited
the settlement terms of a lawsuit between the
school board and a former superintendent of
the Shorewood school district.

We affirm.

I.

In November of 1991, the school district's
superintendent, Lynne Moore, sued the
district and members of the school board,
alleging breach of contract and defamation.

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The case was settled and the settlement
was approved by the school board at
its meeting on August 20, 1992.

A stipulation for "voluntary withdrawal" of
Moore's action, and an order for dismissal
was filed in court on August 21, 1992.

Throughout the proceedings, Moore was
represented by the Milwaukee law firm
of Shindell and Shindell, and the
district and the school-board members
were represented by the Milwaukee
law firm of von Briesen and Purtell.

Although the settlement agreement was
ostensibly oral, it was memorialized by
the "Memorandum of Understanding," access
to which is sought by the publisher
and its employees in this lawsuit.

This "Memorandum of Understanding" is dated
August 20, 1992, and was signed on behalf of
the defendants in Moore's suit by Timothy
Dugan, then of the von Briesen firm, at
the direction of the school board.

It was also signed by Anne Shindell, one
of Moore's lawyers, on Moore's behalf.

An original signed copy of the "Memorandum of
Understanding" is at the von Briesen firm.

Although copies of the "Memorandum of
Understanding" were given to each school
board member on August 20 prior to the
board's discussion and approval of the
settlement, the copies were retrieved
from the school-board members
before the meeting ended.

The "Memorandum of Understanding" is the
final version of a document that, as
reflected by the appellate record, went
through twenty drafts by von Briesen lawyers.

At least some of the drafts were discussed
with the Shindell firm as part of the ongoing
settlement negotiations, and were modified in
accordance with those negotiations.

The final typed version of the "Memorandum of
Understanding" brought by the von Briesen
firm to the school-board meeting on August 20
was itself modified by handwritten changes as
the result of last-minute negotiations.

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There is no doubt from this record but that
the "Memorandum of Understanding" played a
significant role in the settlement process
and is the final document that reflects
the settlement terms.

Indeed, the then president of the school
board, Amy Lewis, testified at her deposition
that she relied on the "Memorandum of
Understanding" in assessing and
approving the settlement.

Further, in announcing its oral decision, the
trial court noted that the "Memorandum of
Understanding" contains the following
language, as read into the record by
the trial court, immediately preceding
the terms of the agreement:

   "The board and Moore have agreed
    for good and sufficient
    consideration as follows:"

and that the "Memorandum of Understanding"
concludes:

The parties to the settlement have been
advised by their attorneys of all the
constituent parts of the settlement and to
the provisions in this memorandum.

The parties reviewed this memorandum with
their legal counsel, acknowledge it is an
accurate and complete representation of
their settlement, and is binding upon
them although not personally signed.

The parties have directed their attorneys as
their authorized agents to execute this
Memorandum of Understanding in duplicate
on their behalf and have directed their
attorneys to file one duplicate original
in each of their respective
professional offices.

One of settlement's terms was that the
terms themselves would remain secret.

II.

It is the settled policy in this state that,
subject to extremely narrow and well-defined
exceptions, the workings of government are
open to public scrutiny.

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The legislature has consistently reaffirmed
this fundamental right in various contexts:

In recognition of the fact that a
representative government is dependent
upon an informed electorate, it is declared
to be the public policy of this state that
all persons are entitled to the greatest
possible information regarding the affairs
of government and the official acts of
those officers and employes [sic]
who represent them.

Section 19.31, STATS. (public records).

In recognition of the fact that a
representative government of the
American type is dependent upon an informed
electorate, it is declared to be the policy
of this state that the public is entitled to
the fullest and most complete information
regarding the affairs of government as is
compatible with the conduct of governmental
business.

Section 19.81(1), STATS. (open meetings).

The sittings of every court shall be public
and every citizen may freely attend the same,
except if otherwise expressly provided by law
on the examination of persons charged with
crime; provided, that when in any court a
cause of a scandalous or obscene nature is on
trial the presiding judge or justice may
exclude from the room where the court is
sitting all minors not necessarily
present as parties or witnesses.

Section 757.14, STATS. (court proceedings).

Wisconsin's tradition of openness in
government reflects the truism, expressed by
Jeremy Bentham more than one-hundred and
fifty years ago, that

   "without publicity, all other
    checks are insufficient."

1 Jeremy Bentham,
Rationale of Judicial Evidence 524 (1827),

quoted in
Richmond Newspapers, Inc. v. Virginia,
448 U.S. 555, 569 (1980).

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This case is governed by the public records
law, Sections 19.31-19.37, STATS., and
the legislatively mandated

   "presumption of complete public access,"

Section 19.31, STATS.;

see also

Oshkosh Northwestern Co.
v. Oshkosh Library Bd.,
125 Wis.2d 480, 482,
373 N.W.2d 459, 461 (Ct. App. 1985).

Although Section 19.31 recognizes that there
may be circumstances where the "conduct of
public business" requires that public access
to the records be denied or restricted,
it commands:

   "The denial of public access generally
    is contrary to the public interest,
    and only in an exceptional case
    may access be denied."

Ibid. [1]

The flat rule is that any person who seeks
access to "any" public record "has a right
to inspect" that record, unless the
law otherwise provides. [2]

The school board appellants recognize this
policy, but nevertheless contend that
the "Memorandum of Understanding" is
protected from disclosure.

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We analyze their contentions, which, because
they present issues of law and the facts are
not in dispute, we decide de novo.

See

Oshkosh Northwestern,
125 Wis. 2d at 485,
373 N.W.2d at 462. [3]

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A.

Whether the "Memorandum of Understanding" is
a "record" subject to public disclosure.

The public-records law defines "record" as

   "any material on which . . information is
    recorded or preserved, regardless of
    physical form . . which has been created
    or is being kept by an authority."

Section 19.32(2), STATS. [4]

An "authority" is defined by the
public-records law as, inter alia,

   "any state or local office, elected
    official, agency, board, commission,
    committee, council, department or
    public body corporate and politic
    created by constitution, law,
    ordinance, rule or order."

Section 19.32 (1), STATS. [5]

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The school board appellants contend that the
"Memorandum of Understanding" is not a
"record," and base this contention on two
footings: that the "Memorandum of
Understanding" was neither created nor
is being kept by an "authority."

Rather, they argue, the "Memorandum of
Understanding" was drafted largely by
von Briesen with input from Moore's counsel,
and point out that the document is ensconced
in von Briesen's files.

Although von Briesen is a private law firm,
and not itself an "authority," the record is
undisputed that it drafted and has maintained
custody of the "Memorandum of Understanding"
as attorney for the school board, which is an
"authority" under the public-records law.

The school board appellants' argument thus
resolves to whether a public body may avoid
the public access mandated by the
public-records law by delegating both the
record's creation and custody to an agent.

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Posing this question provides its answer:

It may not.

Indeed, Section 19.36 (3), STATS.,
specifically provides that
access is to be granted to

   "any record produced or collected under
    a contract entered into by the authority
    . . to the same extent as if the record
    were maintained by the authority."

Thus, in

Fox v. Bock,
149 Wis.2d 403,
438 N.W.2d 589 (1989),

the court assumed without discussion that
a report prepared by a private consulting
firm at the request of a government agency
was not excluded from the definition of
record because the report was neither
prepared directly by the agency nor
kept in its custody. [6]

The school board appellants argue, however,
that Section 19.36(3) does not apply because
von Briesen's contract with the board was to
provide legal services and not the

   "Memorandum of Understanding."

This attempted distinction is without merit;
the document was produced during the course
of von Briesen's representation of the
district, and was, in effect, the
culmination of that representation.

Furthermore, as we discuss below, von
Briesen's actions on behalf of the district
were actions by the district for the purposes
of the public-records law.  A lawyer retained
by a client is the client's agent
for the purposes of the retention agreement.

See

Groom v. Professionals Ins. Co.,
179 Wis.2d 241, 250 n.3,
507 N.W.2d 121, 125 n.3 (Ct. App. 1993)

  "A party is bound by the acts of her
   lawyer-agent and has notice of all
   facts in the possession of her attorney.";

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See also, e.g.,

Pioneer Inv. v. Brunswick,
507 U.S. ___,
113 S.Ct. 1489, 1499 (1993)

(party chargeable with attorney's neglect);

Irwin v. Dept. of Veterans Affairs,
498 U.S. 89, 92-93 (1990)

(receipt by attorney of Equal Employment
Opportunity Commission right-to-sue
letter is receipt by client).

Thus, for example, statements made by
counsel during the course of his or her
representation of the client are admissible
against the client at trial under the federal
version of Rule 908.01 (4)(b)4, STATS.,
Federal Rules of Evidence 801(d)(2)(D). [7]

See, e.g.,

Sunkyong Int'l., Inc. v.
Anderson Land & Livestock Co.,
828 F.2d 1245, 1249 n.3 (8th Cir. 1987)

(abandoned or superseded pleading may be
introduced as the party's admission);

United States v. McKeon,
738 F.2d 26, 30-34 (2d Cir. 1984) (attorney's

opening statement in first trial admissible
against client in second trial).

There is no doubt but that the "Memorandum of
Understanding" would be a "record" under
the public-records law if it were either
"created" or "kept" by the school board,
its officers, or employees.

See Section 19.32 (2), STATS.

Delegating either of those responsibilities
to outside counsel does not thereby
remove the document from the
statute's definition of "record."

Cf.

Upjohn Co. v. United States,
449 U.S. 383, 396 (1981)

(turning otherwise discoverable documents
over to counsel does not thereby enrobe them
with an attorney-client privilege).

Indeed, counsel for the school board
appellants admitted on oral argument that,
absent questions revolving around the
applicability of an attorney's lien, the
von Briesen firm would have to deliver the
"Memorandum of Understanding" to the law
firm's client, if so requested.

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Cf.

Section 19.21(1), STATS.
An officer of a school district

   "is the legal custodian of . . all
    property and things . . the possession
    or control of which the officer or the
    officer's deputies may be lawfully
    entitled, as such officers."

von Briesen's creation and retention of
custody of the "Memorandum of Understanding"
is attributable to the school board to the
same extent as if the document were created
or kept by school board personnel.

It is a "record" subject to disclosure
under the public-records law.

B.  Whether the "Memorandum of Understanding"
    is a "draft" excepted from the mandate
    of public disclosure.

Section 19.32(2), STATS., excludes the
following from the definition of "record":

   "drafts, notes, preliminary computations
    and like materials prepared for the,
    originator's personal use or prepared
    by the originator in the name of
    a person for whom the originator
    is working."

The school board appellants argue that
the "Memorandum of Understanding"
falls within this category.

We disagree.

The only case in Wisconsin to discuss
what qualifies as a "draft" under
Section 19.32 (2), STATS., is

Fox v. Bock,
149 Wis.2d 403,
438 N.W.2d 589 (1989).

There, a consultant's report commissioned
by the Racine Corporation Counsel's office
was held not to be a "draft" even though it
had not been put into final form when used
by the commissioning agency.

Id.,
149 Wis.2d at 405, 417,
438 N.W.2d at 590, 594.

The key factor in Fox's determination was
that the agency used the report for the
purposes for which it was commissioned.

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Id.,
149 Wis.2d at 413,
438 N.W.2d at 594.

By the same token, the "Memorandum of
Understanding" at issue here was signed by
both the school board's attorney and the
attorney for Moore, and it was used by the
school board during the August 20 meeting
at which the settlement was approved.

It was the final document that ratified the
terms of the oral agreement between Moore and
the school board settling Moore's lawsuit,
and recited that it was "an accurate and
complete representation" of that settlement.

It was not a "draft" as that term is
used in the public-records law.

C.   Balancing of interests.

The school board appellants argue
that "even if" the public-records law
applies, a balancing of interests requires
deference to what their brief calls the
board's "pledge of confidentiality." [8]

State ex rel.Youmans v. Owens,
28 Wis.2d 672, 681-682,
137 N.W.2d 470, 474 (1965)

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(pledge of confidentiality may preclude
public access) (applying common-law
principles, the vitality of which is
preserved by Section 19.35(1)(a), STATS.).

This balancing is a legal issue
that we decide de novo.

Village of Butler v. Cohen,
163 Wis.2d 819, 829,
472 N.W.2d 579, 581 (Ct. App. 1991).

The interests to be balanced are, on the one
hand, the "harm to the public interest by
disclosure," and, on the other hand, "the
public interest in inspection."

Id.,

163 Wis.2d at 829,
472 N.W.2d at 583;

see also

Youmans,
28 Wis.2d at 681-682,
137 N.W.2d at 474-475.

Accordingly, that one or both parties
might prefer that the terms of the settlement
agreement remain confidential, or that
confidentiality might serve their interests,
is not material to our consideration unless
those factors significantly affect
the public interest.

Thus, Youmans recognized that for a pledge of
confidentiality to prevent access to
information given to a government agency by a
private party, the information must have been
otherwise not available to the agency.

See id.,

28 Wis.2d at 681-682,
137 N.W.2d at 474. [9]

See also

60 Op. Att'y Gen. 284, 288-289 (1971)

Access may be denied

   "where information was obtained under
    official pledge of confidentiality,
    and where the information could not
    otherwise have been obtained by the
    governmental agency."

The school board appellants posit that
a government agency's ability to throw
a promise of confidentiality into the
pot of settlement negotiations might
help expedite the settlement process
and, perhaps, spur settlements that
might otherwise be impossible.

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Thus, according to their argument, the
ability to shield settlements from public
scrutiny advances the public interest because
settlements are in the public interest.

This argument misconstrues the narrow
exception recognized by Youmans.

The focus is on the information disclosed to
a government agency under a pledge of
confidentiality   not on collateral matters.

There is nothing in the record here that
indicates that there is any information in
the "Memorandum of Understanding" that would
have been withheld from the school board,
and not otherwise available to it, if the
school board had not pledged to keep the
information secret.

Furthermore, if the school board's argument
were accepted, public scrutiny of most if not
all settlement agreements involving
government would be barred "promises of
confidentiality would then be de rigueur.

This would effectively end-run the openness
mandated by Wisconsin's public-records law,
and the presumption of access.

If a lawsuit cannot be settled unless
its terms are kept secret, the case
will go to trial, where, absent special
circumstances, public access is the rule,
see Section 757.14, STATS. [10]

The presumption that public records in
Wisconsin are open to the public is not
outweighed by whatever benefits may have
accrued to the public as the result of the
Shorewood district's promise to Moore that
the terms of the settlement would not be
disclosed to the public.

Moore's truncated tenure with the
Shorewood school district is obviously
a matter of public concern;

at the very least it reflects on the
competence of those district officials
and employees who hired Moore, and on
those who sought to terminate her
employment with the district.

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All officers and employees of government are,
ultimately, responsible to the citizens, and
those citizens have a right to hold their
employees accountable for the job they do.

As the attorney general explained
nearly a decade ago:

   The main purpose of the public records law
   is to enable the citizenry to monitor and
   evaluate the performance of public
   officials and employes [sic].

If information relating to a settlement
and the underlying personnel dispute
are kept confidential, the public
is deprived of this ability.

For this reason the pledge of confidentiality
itself is troublesome  because the custodian
making the pledge is purporting to grant an
exception to the public records law.

This is particularly troublesome when the
settlement involves the payment of money by
the government.  The public's interest in
such information is generally great.

74 Op. Att'y Gen. 14, 16 (1985).

See also

Youmans,

28 Wis.2d at 685,
137 N.W.2d at 475
(public interest is served by exposing
dereliction in duty by public official).

Further, the settlement of Moore's suit
obviously involved the expenditure of
public money   either directly or
indirectly (via insurance coverage).

Taxpayers of a community have the right to
know how and why their money is spent.

The public interest is not served by keeping
the "Memorandum of Understanding" secret.

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D.  Attorney-client privilege.

The school board appellants also claim
that disclosure of the "Memorandum of
Understanding" would breach the
attorney-client privilege between the
district and the von Briesen firm.

This argument is without merit.

The privilege applies only to confidential
communications from the client to the lawyer;
it does not protect communications from the
lawyer to the client unless disclosure of the
lawyer-to-client communications would
directly or indirectly reveal the substance
of the client's confidential communications
to the lawyer.

2 Jack Weinstein & Margaret Berger,
WEINSTEIN'S EVIDENCE,
Section 503(b)[03] n. 5
at 503-56 to 503-57 (1991);

In
re Sealed Case,
737 F. 2d 94, 98-99 (D.C. Cir. 1984);

United States v. United Shoe Mach. Corp.,
89 F. Supp. 357,
358-359 (D. Mass. 1950).

There has been no showing that the
"Memorandum of Understanding" falls
within this rule. [11]

By the Court.   Order affirmed.


[1]

Section 19.31, STATS., provides in full:

DECLARATION OF POLICY.

In recognition of the fact that a
representative government is dependent
upon an informed electorate, it is declared
to be the public policy of this state that
all persons are entitled to the greatest
possible information regarding the affairs
of government and the official acts of
those officers and employes [sic]
who represent them.

Further, providing persons with such
information is declared to be an essential
function of a representative government
and an integral part of the routine duties
of officers and employes [sic] whose
responsibility it is to provide
such information.

To that end, Sections 19.32 to 19.37 shall be
construed in every instance with a
presumption of complete public access,
consistent with the conduct of
governmental business.

The denial of public access generally is
contrary to the public interest, and only in
an exceptional case may access be denied.


[2]

Section 19.35(1)(a), STATS.,
provides in full:

Except as otherwise provided by law, any
requester has a right to inspect any record.

Substantive common law principles construing
the right to inspect, copy or receive copies
of records shall remain in effect.

The exemptions to the requirement of a
governmental body to meet in open session
under Section 19.85 are indicative of
public policy, but may be used as grounds
for denying public access to a record only
if the authority or legal custodian under
Section 19.33 makes a specific demonstration
that there is a need to restrict public
access at the time that the request to
inspect or copy the record is made.

A "requester" is "any person who requests
inspection or copies of a record."

Section 19.32(3), STATS.


[3]

As a preliminary matter, we note that the
publisher contends that the school board's
response to the publisher's request for
access to various records relating to the
settlement of Moore's lawsuit was
insufficient.

See Section 19.35 (4), STATS.

"If an authority denies a written request in
whole or in part, the requester shall receive
from the authority a written statement of the
reasons for denying the written request.";

State ex rel. Youmans v. Owens,
28 Wis.2d 672, 682,
137 N.W.2d 470, 475 (1965)

(custodian of record to which public access
is denied must "state specifically the
reasons" for the denial)

(applying common-law principles, the
vitality of which is preserved by
Section 19.35 (1)(a), STATS.),

opinion modified on other grounds,
28 Wis.2d at 685a,
139 N.W.2d 241 (1966).

We disagree.

A custodian's response that denies public
access to a record is sufficiently
specific if the response gives

   "a public policy reason that the
    record warrants confidentiality."

Journal/Sentinel, Inc. v. Aagerup,
145 Wis.2d 818, 823,
429 N.W.2d 772, 774 (Ct. App. 1988).

A "detailed analysis" of the record or of the
reasons why the custodian believes that
disclosure would not be in the public
interest, however, is not required. Ibid.

Here, some of the requested documents
were either produced or did not exist.

The school board's partial denials
asserted the following grounds:

the documents were not "records" as
defined by the public-records law,

the documents were protected
by "a pledge of confidentiality,"

the documents were protected by the
attorney-client privilege and
the work-product doctrine,

the documents were protected by

    "balancing the interest to
     the public to access to
     such records and the harm
     to the public by disclosure."

In connection with this latter reason, the
school board explained that in its view, it
was in the public's "best interests" that the
 

   "documents not be disclosed because
    the matter involves sensitive personnel
    related information which the legislature
    recognizes may be kept confidential and
    the desirability of resolving disputes
    by agreement rather than litigation."

The school board's reasons were sufficiently
specific, albeit not legally valid in
the context of this case.


[4]

Section 19.32(2), STATS., provides in full:

19.32(2)

   "Record" means any material on which
   written, drawn, printed, spoken, visual
   or electromagnetic information is recorded
   or preserved, regardless of physical form
   or characteristics, which has been created
   or is being kept by an authority.

   "Record" includes, but is not limited to,
   handwritten, typed or printed pages, maps,
   charts, photographs, films, recordings,
   tapes (including computer tapes), computer
   printouts and optical disks.

   "Record" does not include drafts, notes,
   preliminary computations and like
   materials prepared for the originator's
   personal use or prepared by the originator
   in the name of a person for whom the
   originator is working; materials which are
   purely the personal property of the
   custodian and have no relation to his or
   her office; materials to which access is
   limited by copyright, patent or bequest;
   and published materials in the possession
   of an authority other than a public
   library which are available for sale,
   or which are available for inspection
   at a public library.
 


[5]

Section 19.32(1), STATS., provides in full:

19.32(1)  "Authority" means any of the
following having custody of a record:

a state or local office, elected official,
agency, board, commission, committee,
council,

department or public body corporate and
politic created by constitution, law,
ordinance, rule or order;

a governmental or quasi-governmental
corporation except for the Bradley center
sports and entertainment corporation
created under Chapter 232;

any public purpose corporation,
as defined in Section 181.79(1);

any court of law;

the assembly or senate;

a nonprofit corporation which receives more
than 50% of its funds from a county or a
municipality, as defined in Section
59.001(3), and which provides services
related to public health or safety
to the county or municipality;

a nonprofit corporation operating an
ice rink which is owned by the state;

or a formally constituted subunit
of any of the foregoing.


[6]

The court thus rejected an argument to
the contrary in the amicus brief submitted
by the Wisconsin Counties Association.

Brief for amicus
Wisconsin Counties Assn. at 4-6,

Fox v. Bock,
149 Wis.2d 403,
438 N.W.2d 589 (1989) (No. 87-1853).

As seen from our discussion of Fox, below,
the court focussed on whether the report
was a "draft" as that word is used
in Section 19.32(2), STATS.


[7]

Federal Rules of Evidence
801(d)(2)(D) provides:

   "A statement is not hearsay if . . the
    statement is offered against a party
    and is . . a statement by the party's
    agent or servant concerning a matter
    within the scope of the agency or
    employment, made during the
    existence of the relationship."


[8]

The brief submitted to us by the school
board appellants argues that "a clear and
unambiguous pledge of confidentiality was
made" at Moore's request, and that Moore's
suit "could not have been settled . . .
absent the pledge."

The record references given to us by
the school board appellants as support
for this assertion are less clear
than the brief implies.

At the first reference, Lewis
testified at her deposition:

   "I believe that we had agreed to
    confidentiality regarding   I
    may be mistaken."

After an off-the-record discussion,
the publisher's attorney asked
the following question:

   "Was the idea of making the terms
    confidential an idea that was
    requested by Dr. Moore and
    her attorney, or was that
    requested by the School Board?"

Lewis replied:

"By Dr. Moore and her attorney."

At the other record reference, the
school board attorney's deposition
testimony merely states that

  "the document signed by the attorneys"

(presumably the "Memorandum of
Understanding") contained terms of the
settlement and a confidentiality agreement.


[9]

Youmans' example was drawn from
City & County of San Francisco v.
Superior Court,
238 P.2d 581 (1951)

(applying a "public interest" exception to
the mandate that public records be
disclosed), where the information would not
have been given to the government agency
unless confidentiality was promised.

See id., 238 P.2d at 584.
 


[10]

There are circumstances where secrecy
serves the public interest.

See, e.g.,

Section 134.90, STATS. (trade secrets);

see also

Section 19.36, STATS.


[11]

The school board appellants have not
briefed the argument based on the
work-product doctrine.

It is thus abandoned.

See Reiman Assocs. v. R/A Advertising,
102 Wis.2d 305, 306 n.1,
306 N.W.2d 292, 294 n.1 (Ct. App. 1981).

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