Roberts, Alasdair v. University of Massachusetts - Amherst (SPR 20260536)

The Commonwealth of Massachusetts William Francis Galvin, Secretary of the Commonwealth Public Records Division Manza Arthur Supervisor of Records March 2, 2026 SPR26/0536 Christine M. Wilda Associate Chancellor for Compliance University of Massachusetts – Amherst 181 President’s Drive 340F Whitmore Building Amherst, MA 01003 Dear Ms. Wilda: I have received the petition of Alasdair Roberts appealing the response of the University of Massachusetts, Amherst (UMass) to a request for public records. See G. L. c. 66, § 10A; see also 950 C.M.R. 32.08(1). On August 1, 2025, Mr. Roberts requested, “[e]mail correspondence between UMass Amherst School of Public Policy and NASPAA . . . for the period between January 1, 2025 and March 31, 2025: All email messages between [two specified email addresses] [and] [a]ll email messages between [two specified email addresses].” Prior Appeals and In Camera Review This request was the subject of prior appeals and an in camera review. See SPR25/2417 Determination of the Supervisor of Records (August 29, 2025) and SPR25/2823 Determinations of the Supervisor of Records (October 7, 2025 and October 31, 2025) and SPR25/3799 Determination of the Supervisor of Records (January 16, 2026). In my January 16th determination, I found that based on UMass’ response, in conjunction with my previous in camera review of the records, it was unclear how the redacted information constitutes propriety information that can be withheld under Exemption (u). UMass responded on February 13, 2026. Unsatisfied with the response, Mr. Roberts petitioned this office and this appeal, SPR25/0536, was opened as a result. The Public Records Law The Public Records Law strongly favors disclosure by creating a presumption that all governmental records are public records. G. L. c. 66, § 10A(d); 950 C.M.R. 32.03(4). “Public records” is broadly defined to include all documentary materials or data, regardless of physical One Ashburton Place, Room 1719, Boston, Massachusetts 02108 • (617) 727-2832 • Fax: (617) 727-5914 sec.state.ma.us/pre • pre@sec.state.ma.us

Christine M. Wilda SPR26/0536 Page 2 March 2, 2026 form or characteristics, made or received by any officer or employee of any agency or municipality of the Commonwealth, unless falling within a statutory exemption. G. L. c. 4, § 7(26). It is the burden of the records custodian to demonstrate the application of an exemption in order to withhold a requested record. G. L. c. 66, § 10(b)(iv); 950 C.M.R. 32.06(3); see also Dist. Attorney for the Norfolk Dist. v. Flatley, 419 Mass. 507, 511 (1995) (custodian has the burden of establishing the applicability of an exemption). To meet the specificity requirement a custodian must not only cite an exemption, but must also state why the exemption applies to the withheld or redacted portion of the responsive record. If there are any fees associated with a response a written, good faith estimate must be provided. G. L. c. 66, § 10(b)(viii); see also 950 C.M.R. 32.07(2). Once fees are paid, a records custodian must provide the responsive records. Current Appeal In his appeal, Mr. Roberts states, “UMass has not provided an explanation of how the withheld information might have commercial or economic value, or provided evidence that might be used to support an explanation. While the university indicates that an ‘overall process’ is underway, it does not explain what that process is. In fact, UMass did not regard this correspondence as a confidential matter. There are no confidentiality markings on the correspondence.” UMass’ February 13th Response In its February 13, 2026 response, UMass stated that “[t]here are 5 responsive emails pursuant to the request. The University provided four emails to the Requestor. The fifth email has been redacted. These redactions are exactly in line as how the University of Connecticut responded to it by the Requestor.” UMass cited Exemption (u) of the Public records Law in support of the redactions. Exemption (u) Exemption (u) applies to: trade secrets or other proprietary information of the University of Massachusetts, including trade secrets or proprietary information provided to the University by research sponsors or private concerns. G. L. c. 4, § 7(26)(u). In its response, UMass states as follows: By way of clarification, we first note some basics regarding Exemption (u), a

Christine M. Wilda SPR26/0536 Page 3 March 2, 2026 statutory provision that protects from disclosure: “trade secrets or other proprietary information of the University of Massachusetts, including trade secrets or proprietary information provided to the University by research sponsors or private concerns.” Your most recent correspondence cited a federal statute’s definition of the term “proprietary” as if this definition had some dispositive, on point, application here. It does not. At best it can serve as a guide, but a better guide is to look at Massachusetts law as it relates to Exemption (u). While not defined by Massachusetts statute, the term proprietary information is known - as a Universally recognized matter by those in the intellectual property space - as an expansive term that encompasses more than just trade secrets. In fact, one legal academic treatise defines proprietary information as “any information of potential value that is not generally known to the public.” See Trade Secrets Throughout the World § 4:4. [Emphasis added.] The term trade secret is defined by Massachusetts statute. G. L. c. 93, § 42(C)(4), defines a trade secret in part as “specified or specifiable information” that provides “economic advantage, actual or potential, from not being generally known” and is the “subject of efforts” to “protect against it being acquired, disclosed or used without the consent of the person properly asserting rights therein.” It is important to note that the Massachusetts trade secret definition is the result of the decision by the Massachusetts Legislature in 2018 to replace the Commonwealth’s trade secret statute with a version of the federal Uniform Trade Secrets Act. Note well that no decision has ever been made by the Legislature to adopt the federal definition of the term proprietary, notwithstanding the facts that (i) the Legislature has demonstrated it knows how to do so, and (ii) you cite and analyze the federal statute as if it has been adopted into law in Massachusetts, which it has not. With the legal framework thus established (and clarified), let us consider the pertinent facts in instant matter. We have correspondence that is not generally known to the public. It is part of an overall process that will have a financial impact to the University. This information is closely held by a small number of University personnel. We requested the use of in camera protections preceding your office’s review. Moreover, we will provide this correspondence to the Requester once the process is complete and it no longer requires the protections afforded by Exemption (u). Propriety information as defined in 50 U.S.C. 1708(d)(7) is as follows: The term “proprietary information” means competitive bid preparations,

Christine M. Wilda SPR26/0536 Page 4 March 2, 2026 negotiating strategies, executive emails, internal financial data, strategic business plans, technical designs, manufacturing processes, source code, data derived from research and development investments, and other commercially valuable information that a person has developed or obtained if— (A) the person has taken reasonable measures to keep the information confidential; and (B) the information is not generally known or readily ascertainable through proper means by the public. 50 U.S.C. § 1708(d)(7). Based on UMass’ response, although UMass states that “[w]e have correspondence that is not generally known to the public. . . . This information is closely held by a small number of University personnel,” I find that UMass has not provided sufficient information to demonstrate what reasonable measures it has taken to keep the information confidential. Consequently, UMass has not met its burden to withhold the redacted information under Exemption (u) of the Public Records Law. UMass must clarify this matter. Conclusion Accordingly, UMass is ordered to provide Mr. Roberts with a response to the request, provided in a manner consistent with this order, the Public Records Law, and its Regulations within ten business days. A copy of any such response must be provided to this office. It is preferable to send an electronic copy of the response to this office at pre@sec.state.ma.us. Mr. Roberts may appeal the substantive nature of UMass’ response within 90 days. See 950 C.M.R. 32.08(1). Sincerely, Manza Arthur Supervisor of Records cc: Alasdair Roberts