SYBAC Solar, GMBH v. 6th Street Solar Energy Park of Gainesville, LLC

Citations: 217 So. 3d 1068; 2017 WL 1277730; 2017 Fla. App. LEXIS 4584Docket: 2D16-2624

Court: District Court of Appeal of Florida; April 5, 2017; Florida; State Appellate Court

Original Court Document: View Document

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Sybac Solar, GMBH, petitioned for certiorari review regarding a trial court's order compelling deposition of Christian Rautenberg as Sybac's corporate representative in a defamation counterclaim brought by 6th Street Solar Energy Park of Gainesville, LLC. The case originated from Sybac's claim for approximately $6 million allegedly loaned to 6th Street for a solar power project. After earlier depositions of other representatives, 6th Street sought to question Rautenberg about a specific meeting on December 20, 2013, related to alleged defamatory statements he made that are also the subject of a separate defamation lawsuit. 

Sybac contended that Rautenberg was not acting as its agent during the meeting and did not authorize the statements in question. The trial court granted 6th Street’s motion to compel Rautenberg’s deposition, requiring him to answer questions concerning the meeting. Sybac's petition for certiorari claimed this compelled testimony represented a legal departure, causing potential material injury and irreparable harm that could not be rectified through post-judgment appeal. The appellate court recognized that orders compelling depositions typically lead to material injury that is difficult to remedy, thus warranting a review of the trial court's decision.

The case addresses the issue of irreparable harm related to the use of Rautenberg's deposition testimony as Sybac's corporate representative. Under Rule 1.310(b)(6), a corporation has the authority to designate its representative for deposition, and this testimony represents the corporation itself if properly noticed and conducted. Sybac contends that the circuit court erred by not applying the clear language of Rule 1.310(b)(6), which prohibits the deposing party from unilaterally selecting a representative, particularly someone with conflicting interests. 

Rule 1.310(b)(6) stipulates that when notifying a corporation for deposition, the party must identify the organization and specify the examination topics. The corporation must then designate an appropriate representative who will testify on its behalf about matters within the organization's knowledge. Importantly, the designated witness does not need personal knowledge of the subject matter and may not even be the most knowledgeable individual, allowing the corporation to maintain control over its representation. 

However, the corporation does not have exclusive control over which officials may be deposed, as the rule does not limit other deposition methods available under the legal framework. This provision aims to streamline discovery and afford corporations more control in preparing witnesses while still allowing for the examination of additional officials if necessary. Courts may consider the use of the procedures outlined in Rule 1.310(b)(6) when deciding on protective orders.

A corporation is responsible for selecting its corporate representative for depositions under rule 1.310(b)(6), but the deposing party can pursue additional witnesses beyond that choice. However, the deposing party cannot unilaterally decide who will testify on behalf of the corporation; their request is subject to the circuit court's discretion to grant protective orders. In this case, the trial court was not obligated to accept Sybac's selection of Sassen and Tyson or 6th Street's request to depose Rautenberg. The court should have evaluated whether Rautenberg's interests were sufficiently adverse to Sybac's to disqualify him as an appropriate spokesperson. Given the context of Sybac's defense against 6th Street's defamation counterclaim, Rautenberg's interests were found to be directly adverse to those of Sybac, rendering him an unsuitable representative. The court concluded that requiring Rautenberg to testify as Sybac's corporate representative constituted a departure from essential legal requirements. Consequently, the petition for certiorari was granted, and the order compelling Rautenberg to testify regarding the December 20, 2013, meeting was quashed, while allowing for the possibility of deposing another corporate representative or Rautenberg in his individual capacity.