Wells Capital, Inc., and Wells Partners, L.P., collectively, “Wells” filed suit against Sutter Capital Management, LLC, and Sutter Opportunity Fund 3, LLC, collectively, “Sutter”, alleging that Sutter misappropriated a confidential list of Wells’s investors in violation of Georgia’s Trade Secrets Act.1 The trial court granted summary judgment to Wells, entering final judgment in the amount of $667,304.51, and Sutter appeals. We reverse, for the reasons that follow. Summary judgment is proper when there is no genuine issue of material fact and the movant is entitled to judgment as a matter of law. OCGA § 9-11-56 c. A de novo standard of review applies to an appeal from a grant of summary judgment, and we view the evidence, and all reasonable conclusions and inferences drawn from it, in the light most favorable to the nonmovant.2 So viewed, the material portions of the record show that Wells Real Estate Funds I through XII were Georgia public limited partnerships.3 Wells Capital, Inc., is a general partner of Wells Real Estate Funds I, II, and III, and Wells Partners, L.P., is a general partner of Wells Real Estate Funds IV through XII. Investors in the partnerships were limited partners. Wells maintains a list of relevant data for each of the investors in the partnerships, including their addresses. Sutter Capital Management’s business “is to manage private investment funds that are invested mostly in real estate limited partnerships purchased in the secondary market.” Sutter Opportunity Fund 3 “is one of the funds managed by Sutter Capital Management whose purpose is to invest mostly in real estate limited partnerships in the secondary market.” Sutter’s goal is to acquire real estate limited partnership units at discounts and then resell them for a profit.
Ira J. Gaines, a self-described “limited partnership buyer,”4 was an investor/limited partner in the Wells partnerships at issue in this case. The Wells partnership agreements required that the general partners maintain a list of the limited partners, “which shall be available for inspection by any limited partner or its designated representative.” As a condition to becoming a Wells partner, however, Gaines executed an addendum to his transfer and assignment agreement in which he agreed to “only request a copy of the list of names and addresses of the Limited Partners for purposes reasonably related to his Interest as a partner in the Partnership” and “not to request the names and addresses of the Limited Partners for the making of a tender offer to the Limited Partners in the Partnership, the selling of such list, or any other commercial purposes.”
