Rempel v. United Parcel Service General Service Co.

MEMORANDUM* Appellant David Rempel, M.D., M.P.H. (“Rempel”), challenges the district court’s granting of summary judgment in favor of Appellees. The disputed provision of the confidentiality agreement provides in pertinent part: Use of Confidential Information.... Claimants shall not use any Confidential Information, nor disclose or publish such Confidential Information for any purpose whatsoever. Results of the inspection [of DIADs or DVAs] by claimants shall not be disclosed for any purposes other than product liability litigation involving DIAD or DVA brought by package car drivers. In determining whether or not a contract is ambiguous under Oregon law, we must consider the contract in its entirety, giving effect to each provision. See In re Watson, 149 Or.App. 598, 604, 945 P.2d 522 (1997). No interpretation should be adopted that renders any provision of the contract superfluous. See Guthrie v. State [130] Farm Mut. Auto. Ins. Co., 269 Or. 14, 21-22, 522 P.2d 896 (1974) (rejecting contract construction that rendered a provision superfluous). The interpretation advanced by Rempel, that this provision prohibited disclosure of only confidential information, and not the publicly disclosed inspection results, renders the final sentence of the provision superfluous in contravention of Oregon law. See id.; see also In re Watson, 149 Or.App. at 604, 945 P.2d 522. If the parties intended the disclosure provision to cover only confidential information, there would have been no need to include the last sentence addressing the disclosure of the inspection results, which both parties acknowledge are nonconfidential.1 Properly interpreted, the confidentiality agreement was not ambiguous. It expressly prohibited disclosure of confidential information for any purpose, and expressly prohibited disclosure of the nonconfidential inspection results for any purpose other than product liability litigation. Because we cannot adopt Rempel’s interpretation of the confidentiality agreement without running afoul of Oregon law, we AFFIRM the district court’s ruling that the confidentiality agreement prohibited disclosure of the inspection results, except in the context of the product liability litigation. AFFIRMED. Footnotes [*] This disposition is not appropriate for publication and may not be cited to or by the courts of this circuit except as provided by Ninth Circuit Rule 36-3. [1] The dissent notes that UPS "maintained that the results of Dr. Rempel's study were confidential.” However, the record reflects that UPS carefully distinguished between confidential information and the inspection results. See, e.g., Defendants-Appellees' Answering Brief at 14 (referring to “both Confidential Information and the results of 'any DIAD inspection”) (emphasis in the original). [1] It should also be noted that UPS has consistently maintained that the results of Dr. Rem [131] pel's study were confidential and has never las the majority mistakenly states) acknowledged that the inspection results were non-confidential. Section A.3. of UPS's brief, for example, covers the topic "The Study Contains Confidential Information." DefendantAppellees' Answering Brief at 22-26.