IN THE COMMONWEALTH COURT OF PENNSYLVANIA

Garrett Hancock :

Optum Inc. :

 :

v. : No. 846 C.D. 2022

 : Argued: June 5, 2023

Magellan Behavioral Health :

of Pennsylvania Inc., :

Appellant :

BEFORE: HONORABLE RENÉE COHN JUBELIRER, President Judge

HONORABLE ELLEN CEISLER, Judge

HONORABLE BONNIE BRIGANCE LEADBETTER, Senior Judge

OPINION NOT REPORTED

MEMORANDUM OPINION BY

PRESIDENT JUDGE COHN JUBELIRER FILED: August 15, 2023

Magellan Behavioral Health of Pennsylvania Inc. (Magellan) appeals from the 

Order entered in the Court of Common Pleas of Montgomery County (common 

pleas) on July 6, 2022, granting Optum Inc.’s (Optum) and Garrett Hancock’s

(Hancock) (collectively, Requesters) Petition for Review of the Office of Open 

Records (OOR) Final Determination issued on July 16, 2021. After a competitive 

bidding process, Montgomery County (County) and Magellan, a Pennsylvania 

Managed Care Organization (MCO), entered in March 2021, into what was 

ultimately titled an Amended and Restated Agreement (the Agreement) and which 

had been dated January 1, 2021. The Agreement sets forth the terms under which 

Magellan will provide and deliver services to County under the HealthChoices 

Behavioral Health Program (HealthChoices Program) implemented by the 

Pennsylvania Department of Human Services (DHS) for Medical Assistance 
2

(Medicaid) recipients. Requesters tendered a Right-to-Know Law (RTKL)1request 

seeking copies of the current and original contract along with all amendments and/or 

revisions. County and Magellan argued that the Agreement contained confidential 

proprietary and/or trade secret information which is protected from disclosure under 

Section 708(b)(11) of the RTKL and/or under the Uniform Trade Secrets Act 

(UTSA), 12 Pa.C.S. §§ 5301-5308. The OOR agreed and ordered County to provide 

Requesters a redacted version of the Agreement. Requesters filed an appeal with 

common pleas arguing that the provisions of the Agreement, and the Agreement 

itself, constitute financial records as defined by Section 102 of the RTKL, 65 P.S. § 

67.102, which must be disclosed to Requesters without redaction pursuant to Section 

708(c) of the RTKL, 65 P.S. § 67.708(c). Following its review of the unredacted 

Agreement in camera, common pleas determined that Requesters were entitled to 

disclosure of the entire Agreement, as none of the redactions permitted by the OOR 

qualified for exemption. Following a careful review of the entire record, including 

the unredacted Agreement, we affirm.

I. BACKGROUND 

Under the terms and conditions of the Agreement, Magellan serves as 

County’s Behavioral Health MCO responsible for providing and delivering services 

to County under the HealthChoices Program implemented by DHS for Medicaid 

recipients. (Common pleas’ July 6, 2022, Memorandum and Order (July Opinion), 

Finding of Fact (FOF) ¶ 1.) Optum provides managed care services, which makes 

it a competitor, or a potential competitor, of Magellan. (Id. ¶ 2.) Hancock is one of 

Optum’s employees. (Id. ¶ 3.) 

1 Act of February 14, 2008, P.L. 6, 65 P.S. §§ 67.101-67.3104.
3

On March 16, 2021, Hancock submitted a written request to County for a copy 

of the Agreement. (Id. ¶ 4.) After invoking the 30-day extension period set forth in 

Section 902 of the RTKL, 65 P.S. § 67.902,

2 County partially denied the request on 

April 16, 2021, to the extent it believed that the requested information would require 

disclosure of Magellan’s trade secrets and/or confidential proprietary information 

protected under Section 708(b)(11) of the RTKL.

3

(FOF ¶ 5.) As a result of its 

determination, County provided Hancock with a redacted copy of the Agreement.

(Id.) 

A. Proceedings before the OOR

On April 30, 2021, Hancock filed an appeal with the OOR, and the OOR 

permitted Magellan to participate therein as a direct interest participant.4 (Id. ¶¶ 6-

7.) The parties submitted documents and presented legal briefs to the OOR in 

support of their respective positions. (Id. ¶ 8.) Among Magellan’s submissions was 

a nine-page affidavit of James P. Leonard, Magellan’s Chief Executive Officer

(Leonard Affidavit). (Id.) As part of his responsibility for managing Magellan’s 

2 Section 902 allows a governmental agency, upon notice to the requester, to extend the 

amount of time to respond to a request under certain circumstances, including when the request 

requires redaction. 65 P.S. § 67.902. 

3 Section 708(b)(11) provides that certain information, including confidential proprietary 

information and trade secrets, is exempt from disclosure under the RTKL. 65 P.S. § 67.708(b)(11).

4 Pursuant to Section 1101(c)(1) of the RTKL:

[a] person other than the agency or requester with a direct interest in the record 

subject to an appeal under this section may, within 15 days following receipt of 

actual knowledge of the appeal . . . file a written request to provide information or 

to appear before the appeals officer or to file information in support of the 

requester’s or agency’s position.

65 P.S. § 67.1101(c)(1). 
4

overall operations in the HealthChoices Program, Leonard regularly deals with 

confidential proprietary information and trade secrets, and he was personally 

involved in the preparation of the Agreement. (Leonard Affidavit ¶¶ 3-4, 8,

Reproduced Record (R.R.) at 848a-49a.) Leonard included a table wherein he 

indicated the section/page number of the Agreement on which the redacted 

information may be found, generally described the redacted information, and stated 

that each item was exempted from disclosure under Section 708(b)(11) of the RTKL

and under the UTSA as it had been “developed by Magellan, in consultation with []

County.” (Leonard Affidavit ¶¶ 21-22, R.R. at 851a-52a.) Leonard contended that 

the redacted material involved “[c]onfidential components of [Magellan’s] pricing 

formula, process and strategy” and/or “[c]onfidential pricing information and pricing 

method, process and strategy.” (FOF ¶ 8 (quoting Leonard Affidavit ¶ 21, R.R. at 

851a-52a).) Specifically, the Leonard Affidavit provided that the redacted 

information reflects:

(a) Confidential insurance information that is unique to Magellan’s 

overall pricing formula and strategy; 

(b) Components of Magellan’s confidential pricing information and 

formula(s); 

(c) Confidential proprietary business information and trade secrets 

which was the end result of Magellan’s business strategy and 

methodology; and

(d) Confidential business information and data [which] is not 

publicly known or known to Magellan’s competitors.

(Leonard Affidavit ¶ 23, R.R. at 852a-53a.) The Leonard Affidavit also detailed the 

steps Magellan generally takes to ensure certain information is kept confidential, 

including: designating such information as confidential at the time it submitted its 
5

proposal to County; submitting a redacted proposal to County and relying on the 

confidential nature of County’s review; allowing access to only certain individuals 

on a “need-to-know only basis” within Magellan; requiring employees of Magellan 

to attend training sessions annually regarding the treatment of confidential 

information and/or trade secrets and sign a statement of confidentiality to prohibit 

the disclosure of the same; and maintaining a code of conduct to safeguard sensitive 

information. (Leonard Affidavit ¶ 29, R.R. at 854a-55a.) Magellan’s HealthChoices 

Program agreements with numerous counties are among those addressed by 

Magellan’s confidentiality policies. (Leonard Affidavit ¶ 30, R.R. at 855a.)

Leonard also prepared a five-page Supplemental Affidavit (Supplemental 

Leonard Affidavit) in response to the OOR’s request for additional information 

explaining why the redacted information should remain exempt from disclosure. 

(FOF ¶ 8.) Therein, Leonard incorporated the attestations he had made in his 

Affidavit and clarified the harm Magellan would suffer from disclosure as follows: 

6. Here, Magellan’s Proposal includes a number of specific pricing 

and other components that were presented and arranged in such a way 

in its Proposal and subsequently negotiated in the Agreement that 

Magellan considers confidential and proprietary in nature.

7. For example, once a specific pricing component or element was 

selected for inclusion in Magellan’s Proposal, Magellan then decided 

how best to utilize the selected component not only in its Proposal, but 

in subsequent negotiations with the County now set forth in the 

Agreement.

8. The utilization and amount of each component that goes into 

Magellan’s proposals and negotiation of pricing and cost structures is 

not generally known to Magellan’s competitors.

9. If a competitor of Magellan, such as Optum, were to gain access 

to the components utilized by Magellan in creating its confidential 

proprietary and/or trade secret pricing strategy/formula, it could utilize 
6

this information to replicate Magellan’s confidential pricing formula 

and structure which would, in turn, cause substantial harm to 

Magellan’s competitive position.

10. If, for example, Magellan’s competitors were to discover that 

Magellan offered a certain new product or staffing model as part of its 

overall confidential pricing strategy, they could then choose to include 

similar products or staffing model(s) within their proposals in an effort 

to undercut and substantially harm the competitive advantage of 

Magellan.

11. Moreover, if a competitor were to gain access to the entire list of 

components used in Magellan’s confidential pricing formula, such a 

competitor could utilize this information to create a separate future 

proposal substantially similar to Magellan’s and substantially harm 

Magellan’s competitive position in the market.

12. The information redacted from the Agreement and at issue in this 

appeal includes these confidential components or elements as well as 

specific numeric amounts that were included in Magellan’s Proposal 

submitted to [] County and incorporated into the Agreement following 

negotiations with [] County.

13. In particular, the information redacted from page vi of the 

Agreement (Appendices) constitutes the individual components and 

structure of Magellan’s pricing formula that Magellan used to win []

County’s competitive process.

14. The information redacted from page 4 (Section 1.3) of the 

Agreement constitutes a critical component of Magellan’s pricing 

structure and formula that Magellan used to win [] County’s 

competitive process.

15. The information redacted from page 5 (Section 2.1.J) of the 

Agreement constitutes a critical component of Magellan’s pricing 

structure and formula that Magellan used to win [] County’s 

competitive process.

16. The information redacted from page 9 (Section 2.3) includes the 

numeric percentage of the “Medical Cost Threshold” that is part of 

Magellan’s confidential pricing strategy and formula.
7

17. The information redacted from page 10 (Section 2.3) includes the 

dollar amount of the “Risk Attachment Point” that is part of Magellan’s 

confidential pricing strategy and formula.

18. The information redacted from page 14 (Section 3.2.A) includes 

the numeric percentage of the level of functionality of the computer 

network supporting the MIS that is part of Magellan’s confidential 

pricing strategy and formula.

19. The information redacted from page 16 (Section 3.2.G) includes 

the number of days following a request by [] County by which 

electronic data transfers will be completed that is part of Magellan’s 

confidential pricing strategy and formula.

20. The information redacted from page 28 (Section 8.1.A.2 (a-d)) 

includes that numeric percentages of “Net Department Payments” 

which are appropriated for each respective service/function that is part 

of Magellan’s confidential pricing strategy and formula.

21. The information redacted from page 28 (Section 8.1.A.3) 

includes the number of days following receipt of the “Net Department 

Payments” by which Magellan agrees to payment by [] County that is 

part of Magellan’s confidential pricing strategy and formula.

22. The information redacted from page 39 (Section 8.1.B.9.1.d) 

includes the percentage of the “Medical Cost Threshold” that is part of 

Magellan’s confidential pricing strategy and formula.

23. The information redacted from page 39 (Section 8.1.B.9.1.d(1)) 

includes the dollar amount of the “Risk Attachment Point” that is part 

of Magellan’s confidential pricing strategy and formula.

24. The information redacted from page 44 (Section 8.4) constitutes 

the components of Magellan’s pricing structure and formula that 

Magellan submitted to win [] County’s competitive process. 

25. The information redacted from page 72 (Section 18.1.A) includes 

the dollar amount of the fine which may be utilized as a sanction that is 

part of Magellan’s confidential pricing strategy and formula.

(Supplemental Leonard Affidavit ¶¶ 6-25, R.R. at 884a-87a.) 
8

On July 16, 2021, the OOR issued its Final Determination granting in part and 

denying in part Magellan’s appeal. The OOR did not order Magellan to present an 

unredacted copy of the Agreement for in camera review, but stated it “had the benefit 

of being able to review the redacted copy of the responsive record.” (OOR Final 

Determination (Final Determination) at 11, R.R. at 25a.) Relying on Leonard’s 

affidavits as sufficient evidentiary support, the OOR found Magellan had proven the 

Agreement “is commercial or financial, as required to be confidential proprietary 

information.” (Final Determination at 10, R.R. at 24a.) Although it upheld the 

majority of County’s redactions to the Agreement, the OOR found Magellan had 

failed to prove that some redactions were necessary to protect confidential 

proprietary or trade secret information. The OOR directed County to provide 

Hancock a copy of the Agreement removing the redactions including: the title of 

appendices on page vi of the Agreement; the names of the title of appendices from 

within the Agreement following the “Appendices” page or references to those titles, 

page, and appendix numbers; references to Magellan’s parent company; and the 

contents of Appendix 4 of the Agreement. (Final Determination at 11-12, R.R. at 

25a-26a.) The OOR also noted that in its May 21, 2021 position statement, Magellan 

stated it would not pursue an argument that Appendix 4 and its contents are exempt 

under Section 708(b)(11) and, therefore, that information would be provided to 

Hancock without redactions. (Id.) The OOR further determined “the remainder of 

the redactions are proper as the exempt information is considered confidential 

proprietary information and/or trade secrets[] that are not considered financial 

records as defined under Section 708(c) of the RTKL.” (Final Determination at 12,

R.R. at 26a.) The OOR ordered County to provide all responsive records as directed 

in its Order within 30 days. (Id.) 
9

B. Proceedings Before Common Pleas

Requesters filed a Petition for Review with common pleas on August 13, 

2021. Magellan filed a Petition to Intervene, which was granted on October 15, 

2021. The parties submitted briefs to common pleas, and on May 18, 2022, common 

pleas held oral argument. In its order of May 19, 2022, common pleas directed 

County to submit a complete, unredacted copy of the Agreement to the court for in 

camera review.5 Magellan did not challenge common pleas’ May 19, 2022 Order, 

and County complied. 

Following its review of the entire record, including the complete Agreement

in camera, common pleas issued a Memorandum and Order on July 6, 2022, in 

which it made Findings of Fact and Conclusions of Law (COL). Common pleas 

characterized the material that the OOR had determined to be proper redactions 

under Section 708(c) of the RTKL as follows: 

12. As noted above, [common pleas] has reviewed in camera the 

unredacted version of the Agreement, including Appendices, submitted 

by the County. That review discloses that the redactions that the OOR 

allowed to stand consist of:

a. provisions stating the terms of payments to be made by []

County to Magellan, based on funding received by [] County 

from DHS, and fines for non-compliance by Magellan 

(“Payment Provisions”); 

b. provisions stating the metrics or standards for services to

be provided by Magellan; 

c. provisions for protection of [] County from insolvency or 

nonperformance by Magellan, including but not limited to 

provisions relating to the letter of credit and performance bond 

5 The Pennsylvania Supreme Court has stated that a court reviewing a determination of the 

OOR has the discretion to order the production of the disputed record for in camera review. 

McKelvey v. Pa. Dep’t of Health, 255 A.3d 385, 412-13 (Pa. 2021). 
10

to be posted by Magellan, cash reserves to be maintained by 

Magellan, and other protections;

d. provisions in the event of an acquisition of Magellan or its 

parent; and

e. provisions stating the terms of a covenant not to compete. 

(FOF ¶ 12.)

Common pleas concluded the sole basis upon which the OOR had permitted 

County to redact the Agreement, and the only basis upon which County and 

Magellan relied in opposing Requesters’ Petition for Review, was the exemption for 

a trade secret or confidential proprietary information under Section 708(b)(11). 

(July Opinion, COL ¶ 9.) However, under Section 708(c) of the RTKL, common 

pleas concluded the exemption under Section 708(b)(11) does not apply to financial 

records. (Id. ¶ 10.) Common pleas held the redacted Payment Provisions are part 

of a contract dealing with County’s receipt or disbursement of funds and, therefore, 

constitute a financial record. (Id. ¶ 13.) Accordingly, pursuant to Section 708(c), 

these provisions are not exempt from disclosure under Section 708(b)(11), and it 

was not necessary to determine if, in the absence of Section 708(c), these Payment 

Provisions may qualify as a trade secret or confidential proprietary information. (Id.) 

Citing the aforementioned statutory law and the Pennsylvania Supreme Court’s 

decision in Department of Public Welfare v. Eiseman, 125 A.3d 19, 32 (Pa. 2015), 

common pleas ultimately concluded that the claimed trade secrets were not exempt 

from disclosure pursuant to Section 708(c) of the RTKL and were not independently 

exempted from disclosure under the UTSA. (COL ¶ 12.) Accordingly, common 

pleas held that none of the redactions the OOR had permitted qualify for exemption 

under Section 708(b). (Id. ¶ 15.) Common pleas reasoned that
11

[t]he remaining redacted provisions . . . do not constitute trade secrets 

or confidential proprietary information under the definitions set forth in 

[S]ection 102 [of the RTKL, 65 P.S. § 67.102]. The contents of these 

provisions do not derive “independent economic value, actual or 

potential, from not being generally known to and not being readily 

ascertainable by proper means by other persons who can obtain 

economic value from its disclosure or use,” and their disclosure would 

not “cause substantial harm to the competitive position of the person 

that submitted the information.” [Id.] 

(COL ¶ 14.) In its Order, common pleas reversed the OOR’s Final Determination 

and directed County to provide Requesters with a complete and unredacted copy of 

the Agreement within 30 days. 

On August 5, 2022, Magellan filed a timely notice of appeal, along with a 

Motion to Stay Enforcement of the Court’s Order with common pleas. Also on that 

date, common pleas filed an order directing Magellan to file a Concise Statement of 

Errors Complained of on Appeal (Statement) pursuant to Pennsylvania Rule of 

Appellate Procedure 1925(b), Pa.R.A.P. 1925(b). Common pleas granted Magellan 

a stay pending this Court’s final determination of Magellan’s appeal on August 26, 

2022. That same day, Magellan filed its Statement, and common pleas filed its 

Opinion Pursuant to Rule 1925(a) of the Pennsylvania Rules of Appellate Procedure 

(1925(a) Op.) on October 4, 2022. Therein, common pleas detailed how certain 

redacted provisions of the Agreement pertain to County’s receipt and/or payment of 

funds. Common pleas explained this material constitutes financial records that are 

not exempted from disclosure under the exemptions for trade secrets or confidential 

proprietary information; thus, regardless of whether they qualify as trade secrets or 

confidential proprietary information, they must be disclosed. (1925(a) Op. at 7-11 

(referencing Secs. 2.3, 8.1.A.2, 8.1.A.3, 8.1.B.8.a(1), 8.1.B.9.1.a(2), 8.1.B.9.1.d,

8.1.B.9.1.d(2)(i), 8.6, 8.7, and 18.1.A, and Appendices 5, 6, and 11of the Agreement 

(the Payment Provisions)) (citing Section 708(b)(11) and 708(c) of the RTKL, and 
12

Eiseman).) Specifically, common pleas expounded upon its previous factual 

findings and legal conclusions set forth in its July Opinion and explained that many 

of the contractual provisions that the OOR had permitted County to redact dealt 

directly with County’s “receipt or disbursement of funds” as follows:

• Sec. 2.3: In the definition of “Medical Cost Threshold,” a percentage 

figure isredacted. In the definition of “Risk Attachment Point” a dollar 

amount is redacted. These defined terms are used in later provisions 

that set forth the amount of payments that [] County is to make to 

Magellan for its services. (E.g, [S]ecs. 8.l.A.1, 8.1.B.9.1.d(2)(i).) The 

definitions therefore deal with the disbursement of funds by [] County.

• Sec. 8.1.A.2: Section 8.1.A is titled “Provider [i.e., Magellan,] 

Payments; Capitation Payments.” The various subdivisions of this 

section set forth a complex formula for calculating payments to be 

made by [] County to Magellan for its services. Under [S]ection 

8.1.A.1, “[] County shall transfer to [Magellan] on a monthly basis a 

portion of the Net Department Payments [defined in [S]ection 2.3 to 

mean all DHS capitation payments to [] County less certain 

adjustments] equivalent to the Medical Cost Threshold for the payment 

of all Medical Costs [as also defined in section 2.3].” Section 8.1.A.2 

provides that the Net Department Payments received by [] County from 

DHS “shall be allocated between Medical Costs, Non-Benefit Load 

Costs, and other costs identified herein as follows[.]” Subdivisions 

8.1.A.2.a through d then set forth the percentage of Net Department

Payments to be allocated to Medical Costs, Magellan's 

administration, [] County’s administrative costs, and an Incentive 

Pool. Each of the percentage figures in Subdivisions a through d is 

redacted. These percentage figures directly relate to the receipt and 

disbursement of funds by [] County.

• Sec. 8.1.A.3: This section provides that [] County “shall make the 

payment referred to in Section 8.1.A.2.a [Medical Costs, etc.] and 

8.1.A.2.b [Magellan’s administration]” within a specified number of

days from [] County’s receipt of the Net Department Payments. The

number of days is redacted, even though it deals with the receipt and 

disbursement of funds by [] County.

• Sec. 8.1.B.8.a(l): Section 8.1.B.8 requires Magellan to post a Letter 

of Credit with [] County, upon which the County may draw in the event 
13

of the “bankruptcy, insolvency, rehabilitation or liquidation” of 

Magellan. The required amount of the Letter of Credit is redacted, 

even though the provision deals with the receipt of funds by [] County.

• Sec. 8.1.B.9.1.a(2): Section 8.1.B.9, titled “Insolvency Protection,”

requires Magellan to post a Performance Bond, similar to the Letter of 

Credit in that [] County may draw upon it in the event of the 

“insolvency, bankruptcy, rehabilitation or liquidation” of Magellan. 

Like the Letter of Credit provision, the amount of the Performance 

Bond is redacted, even though it deals with the receipt of funds by the 

County.

• Sec. 8.1.B.9.1.d: This provision reiterates the percentage of Net 

Department Payments that constitutes the Medical Costs payable 

to Magellan, as previously set forth in section 8.I.A.2.a. . . . The 

percentage figure is redacted.

• Sec. 8.1.B.9.l.d(2)(i): Section 8.1.B.9.l.d(2) states the formula for 

paying Medical Costs that exceed the Medical Costs Threshold. Under 

subdivision (i), for Medical Costs up to the Risk Attachment Point, []

County shall make payment from its Risk and Contingency Fund up 

to a specified dollar limit. The amount of the limit is redacted. This

amount addresses directly the payment of funds by [] County.

• Sec. 8.6: This section addresses how funds from DHS under its Pay 

for Performance (P4P) Programs shall be divided between 

Magellan and the County. Section 8.6.A provides for the percentage 

division of funds under the P4P Program that is part of DHS’s 

Integrated Care Plan Program. Section 8.6.B provides for the 

percentage division of funds under the P4P Program for behavioral 

health performance measures. In both provisions, the percentage

figures are redacted, even though they deal directly with the receipt 

and payment of funds by [] County.

• Sec. 8.7: This section provides for the circumstances under which 

an acquisition of Magellan would trigger the right of [] County to 

renegotiate “the financial terms contained in Section 8.” The 

section was redacted in its entirety. The section deals with “financial 

terms” of the Agreement, including the terms providing for the receipt 

and payment of funds by [] County.

• Sec. 18.1.A: Section 18.1 provides for sanctions on Magellan for its

noncompliance with any requirements under the Agreement. Section 
14

18.1.A provides for fines of up to a specified dollar amount per day. 

The dollar amount is redacted, even though it deals with the receipt 

and payment of funds by [] County.

• Appendices 5 and 6: These appendices set forth the required forms of 

Letter of Credit and Performance Bond required under [S]ections 

8.1.B.8 and 8.1.B.9 . . . . They were withheld in their entirety. The 

appendices deal with the receipt of funds by [] County to the same 

extent as the sections of the Agreement to which they correspond.

[]

 

• Appendix 11: This appendix is a copy of a Guaranty by a third 

party (related to Magellan) of the performance and payment of all 

obligations of Magellan under the Agreement, including Magellan’s 

payment obligations. It thus deals with the receipt and payment of 

funds by [] County. The appendix was withheld in its entirety.

(1925(a) Op. at 7-10 (footnote omitted) (emphasis added).) 

Common pleas further found the remaining redactions that the OOR had 

permitted were improper because neither of Leonard’s affidavits nor other record 

evidence established they constitute trade secrets or confidential proprietary 

information as defined in Section 102 of the RTKL. (Id. at 12-13 (referencing Secs. 

3.2.A, and 3.2.G, and Appendices 2, 7, and 8-9).) Common pleas described these 

redactions as follows: 

• Sec. 3.2.A: This section addresses the management information 

system to be operated by Magellan. It includes a representation and 

warranty by Magellan that its computer network will comply with

functionality requirements for a specified percentage of the “Scheduled 

Uptime.” The percentage is redacted.

• Sec. 3.2.G: This section requires Magellan to provide the County with 

an electronic transfer of all data necessary to monitor the Agreement, 

within a specified number of business days from a request by [] County. 

The number of days is redacted.

• Appendix 2: This appendix incorporates Program Standards and 

Requirements [(PSR)] issued by DHS. It was withheld in its entirety.

[]
15

• Appendix 7: This appendix is a letter from DHS to [] County 

approving solvency requirements for the HealthChoices Behavioral 

Health Program. It contains no financial information and no other 

details on how the requirements have been met. The appendix was 

withheld in its entirety.

• Appendices 8 and 9: These appendices are copies of insurance 

policies maintained by Magellan. Although they set forth the monetary 

limits of coverage, they do not disclose any sensitive information 

regarding Magellan. The appendices were withheld in their entirety.

(Id. at 12-13 (footnote omitted).)

Common pleas concluded: 

[T]he very nature of the redacted information – the percentage of time 

that Magellan’s computer network is required to be functional, the time 

within which Magellan must comply with a County request for an 

electronic data transfer, [PSR] issued by DHS, a conclusory approval 

by DHS of solvency requirements, and copies of policies issued by 

third-party insurance companies – is wholly unrelated to any need to 

protect Magellan from competitive harm resulting from their 

disclosure. It is difficult to see, and [ ] Leonard does not explain, how 

the disclosure of this information would give a competitive edge to 

Optum or any other service provider in seeking a future contract with 

the County when it puts out the HealthChoices Behavioral Health 

Program services for rebid in the future. Such information is thus very 

different from the pricing and compensation information and similar 

financial terms discussed above – information that might well be useful 

to a competitor, but which nevertheless, must be disclosed as “financial 

records” under [S]ection 708(c). 

(1925(a) Op. at 13 (emphasis in original).)6

6 Common pleas stated that a bill is pending before the Pennsylvania Senate that would, 

inter alia, amend the RTKL by adding trade secrets and confidential proprietary information under 

Section 708(b)(11) to the list of exemptions from mandatory disclosure of financial records under 

Section 708(c). (1925(a)) Op. at 11 n.8 (citing S.B. 492, sec. 7, 206th Gen. Assemb. (Pa. 2022).) 
16

II. ISSUES 

On appeal, Magellan presents the following four issues for review:

(1) whether common pleas erroneously and summarily categorized redactions within 

the Agreement as “financial records” in violation of Section 102 of the RTKL; 

(2) whether as a result of its error common pleas improperly applied Section 708(c) 

of the RTKL to deny Magellan the ability to protect its confidential proprietary 

and/or trade secret information pursuant to the exemption set forth in Section 

708(b)(11) of the RTKL; (3) whether common pleas’ Order violates Sections 306 

and 3101.1 of the RTKL, 65 P.S. §§ 67.306, 67.3101.1, because its application and 

interpretation of Section 708(c) of the RTKL conflicts with the UTSA; and 

(4) whether common pleas’ Order constitutes an abuse of discretion and a violation 

of Section 708(b)(11) where it summarily concluded that certain redactions do not 

constitute confidential proprietary and/or trade secret information that is exempt 

from disclosure. (Magellan’s Brief (Br.) at 5.)

III. DISCUSSION

When reviewing a trial court’s order in a RTKL matter, this Court determines 

whether the trial court’s findings of fact are supported by substantial evidence or 

whether it committed an error of law or an abuse of discretion in reaching its 

decision. Butler Area Sch. Dist. v. Pennsylvanians for Union Reform, 172 A.3d 

1173, 1178 n.7 (Pa. Cmwlth. 2017). “The scope of review for a question of law 

under the [RTKL] is plenary.” SWB Yankees LLC v. Wintermantel, 999 A.2d 672, 

674 n.2 (Pa. Cmwlth. 2010) aff’d, 45 A.3d 1029 (Pa. 2012) (citation omitted). The 

objective of the RTKL is to empower citizens by affording them the access to 

information concerning governmental activities. McGowan v. Pa. Dep’t of Env’t

Prot., 103 A.3d 374, 380 (Pa. Cmwlth. 2014) (citation omitted). This Court must 
17

“liberally construe the RTKL to effectuate its purpose of promoting ‘access to 

official government information in order to prohibit secrets, scrutinize actions of 

public officials, and make public officials accountable for their actions.’” Levy v. 

Senate of Pa., 65 A.3d 361, 381 (Pa. 2013) (quoting Allegheny Cnty. Dep’t of Admin. 

Servs. v. A Second Chance, Inc., 13 A.3d 1025, 1034 (Pa. Cmwlth. 2011)). 

Consistent with the RTKL’s remedial nature and goal of promoting government 

transparency, the exemptions to disclosure of public records must be construed 

narrowly. Pa. Dep’t of Educ. v. Bagwell, 114 A.3d 1113, 1122 (Pa. Cmwlth. 2015). 

With the foregoing in mind, we turn to the merits of the parties’ arguments. 

A. Whether common pleas erred in categorizing redactions within the 

Agreement as “financial records” in violation of Section 102 of the 

RTKL

1. Parties’ Arguments

Magellan first argues common pleas’ Order should be reversed because it 

incorrectly categorized certain individual redactions within the Agreement as 

financial records, in violation of the plain statutory language of Section 102 of the 

RTKL and the facts of the case. (Magellan’s Br. at 19.) For example, common pleas 

characterized redacted information to be “Payment Provisions” that constituted a 

financial record without concomitantly finding the entire Agreement itself to be a 

financial record. (Id. at 22-23.) While Magellan does not dispute that the Agreement 

is a “record” for purposes of the RTKL, it claims the individual redactions to the 

Agreement do not constitute an account, voucher, or contract and, thus, cannot 

constitute a financial record under the RTKL, as common pleas held. (Id. at 25-26.) 

Magellan stresses that the Agreement does not include the amount of public monies 

County is to disburse to Magellan, which is the “entire purpose” of a financial record. 

(Id. at 26.) Moreover, common pleas’ characterization of specific redacted 
18

information contained within the larger Agreement as financial records, or Payment 

Provisions without defining those specific provisions, violates the plain language of 

Section 708(c). (Id. at 26-27.) Because Section 708(c) permits an agency to redact 

limited information from a financial record, but only related to certain 708(b) 

exemptions, to separately categorize information redacted from a larger document 

itself as a financial record renders Section 708(c) inoperable, which would be an 

absurd result. (Id. at 23.) 

According to Magellan, even if the Agreement is deemed to constitute a 

financial record, information protected from disclosure under a Section 708(b) 

exemption does not lose its protection simply because it later becomes part of a 

contract. Magellan initially submitted the now-redacted information as part of its 

Proposal to County. At that time, Magellan believed the confidential, proprietary 

pricing and trade secret information and formulas it had generated would be more 

advantageous to County than the pricing models and formulas Magellan’s 

competitors might present. When County selected Magellan to provide 

HealthChoices Program services to Medicaid recipients in County, the confidential 

proprietary information was then incorporated into the negotiated Agreement, but 

this fact does not mean that the information loses its exempt status. (Id. at 28, 31-

32 citing Global Tel*Link Corp. v. Wright, 147 A.3d 978 (Pa. Cmwlth. 2016) (GTL),

and UnitedHealthcare of Pa., Inc. v. Baron, 171 A.3d 943 (Pa. Cmwlth. 2017).)

Requesters respond that Magellan’s argument is premised upon a mistaken 

view that if an entire document cannot be produced as a financial record, then none 

of it can be. (Requesters’ Br. at 14.) To the contrary, Requesters argue the plain 

language of the RTKL does not require an entire agreement to be deemed a financial 

record, and to the extent an otherwise public document or record is a hybrid of 
19

exempt and non-exempt information, the RTKL provides for partial redactions. (Id.

at 14-15.) However, under the definition of financial records as interpreted in 

Eiseman, common pleas correctly determined that the Payment Provisions at issue 

herein are financial records. (Id. at 10-11.) Requesters reason that the Agreement 

is a contract for managed-care services between Magellan and County, and a 

contract for services, or a contract dealing with the “disbursement of funds by an 

agency,” constitutes a financial record under Section 102. (Id. at 11 (quoting 65 P.S. 

§ 67.102).) As common pleas discussed, each of the redacted Payment Provisions 

contains information dealing with the agency’s disbursement of public funds, and 

therefore, qualifies as financial records under Eiseman. (Id. at 13.) Even though the 

Agreement is not labeled a contract, when read in its entirety, it is plainly a financial 

record. The redacted portions are part of a description of rates and dollar amounts 

to be paid to Magellan, a government contractor, making it a record dealing with a

government agency’s, County, disbursement of public funds as part of its 

responsibility to afford access to healthcare services in furtherance of the public 

interest. (Id. at 16-19 (citing Eiseman, 125 A.3d at 33).) Requesters further argue 

that GTL and Baron are distinguishable.7

In its Reply Brief, Magellan asserts Requesters’ reading of Eiseman would 

require that “any record bearing the slightest relation to an agency’s purchase or 

receipt of funds or goods must be considered a ‘financial record.’” (Magellan’s 

Reply Br. at 4.) Although Magellan agrees that partial redactions to an otherwise 

public document are appropriate under the RTKL, it reiterates the Agreement itself 

is not a financial record. The express terms of Section 708(c) require that a 

“financial record” be defined as the entire record, not individual redactions, and any 

7

In its letter filed with this Court on March 6, 2023, County indicated it did not intend to 

file a brief and would not otherwise be participating in this appeal. 
20

other interpretation of the statute renders that section nonsensical. (Id. at 6-7.) A 

“record” that does not contain the amount of funds to be paid to a service provider 

cannot also be a “financial record.” (Id. at 12.) 

2. Analysis

There is no dispute that the Agreement, and the provisions at issue, are 

“records” under the RTKL. Section 102 of the RTKL broadly defines a “[r]ecord” 

as:

Information, regardless of physical form or characteristics, that 

documents a transaction or activity of an agency and that is created, 

received or retained pursuant to law or in connection with a transaction,

business or activity of the agency. The term includes a document, 

paper, letter, map, book, tape, photograph, film or sound recording, 

information stored or maintained electronically and a data-processed or

image-processed document.

65 P.S. § 67.102. However, the term “[f]inancial record” is defined separately as: 

Any of the following:

(1) Any account, voucher or contract dealing with:

(i) the receipt or disbursement of funds by an agency; or

(ii) an agency’s acquisition, use or disposal of services, 

supplies, materials, equipment or property.

(2) The salary or other payments or expenses paid to any officer or

employee of an agency, including the name and title of the officer 

or employee.

(3) A financial audit report. The term does not include work papers 

underlying an audit. 

Id. (emphasis added).
21

The RTKL provides for certain exemptions to the general rule that public 

records are subject to access. 65 P.S. § 67.708(b). Specifically, as relevant here, 

Section 708(b)(11) of the RTKL states:

(b) Exceptions.--Except as provided in subsections (c) and (d), the 

following are exempt from access by a requester under this act:

. . . .

(11) A record that constitutes or reveals a trade secret or 

confidential proprietary information. 

65 P.S. § 67.708(b)(11)(emphasis added). Section 708(c), thereafter, provides:

(c) Financial records.--The exceptions set forth in subsection (b) shall

not apply to financial records, except that an agency may redact that 

portion of a financial record protected under subsection (b)(1), (2), (3), 

(4), (5), (6), (16) or (17). An agency shall not disclose the identity of 

an individual performing an undercover or covert law enforcement 

activity.

65 P.S. § 67.708(c)(emphasis added).

Thus, while records that would disclose a trade secret or confidential 

proprietary information are generally exempted from public access, 65 P.S.

§ 67.708(b)(11), “if those records may be categorized as ‘financial records,’ they are 

nonetheless subject to full disclosure (and may not be redacted), regardless of 

whether they would reveal [those trade secrets or confidential proprietary 

information], unless otherwise provided by law,” City of Harrisburg v. Prince, 219 

A.3d 602, 606 (Pa. 2019) (emphasis added). For this reason, the question as to 

“whether a given public record is a financial record is potentially outcome 

determinative in terms of the public’s ability to access and inspect it.” Id. 
22

With respect to establishing exemptions, the RTKL provides that “[t]he 

burden of proving that a record of a Commonwealth agency or local agency is 

exempt from public access shall be on the Commonwealth agency or local agency 

receiving a request by a preponderance of the evidence.” 65 P.S. § 67.708(a)(1); 

Allegheny Cnty. Dep’t of Admin. Servs. v. Parsons, 61 A.3d 336, 342 (Pa. Cmwlth. 

2013). “The RTKL does not allow an agency to delegate its disclosure duty or 

burden of proof to third parties. Furthermore, it is presumed that Commonwealth 

agencies will act in good faith in discharging their statutory duties under the RTKL.”

McKelvey v. Pa. Dep’t of Health, 255 A.3d 385, 401 (Pa. 2021) (citing Off. of

Governor v. Donahue, 98 A.3d 1223, 1239 (Pa. 2014)). The agency may meet this 

burden of proof through a sworn affidavit. GTL, 147 A.3d at 980. 

Magellan argues that common pleas abused its discretion in finding the 

Payment Provisions grouped together but “standing alone” comprised an 

independent financial record without analyzing whether the Agreement, in toto, is a 

financial record. Magellan reasons that the Agreement cannot be deemed a financial 

record because it does not enumerate the full amount County remits to Magellan. 

(Magellan’s Br. at 21-26.) However, Magellan’s arguments mischaracterize 

common pleas’ determination. Common pleas did not find that the redacted 

Payment Provisions and related appendices comprised a negotiated contract separate 

and apart from the Agreement, but rather, determined that the Payment Provisions,

which appear in the Agreement reached between Magellan and County, were

“provisions of a ‘contract dealing with . . . the receipt or disbursement of funds’ by 

[] County and therefore constitute a ‘financial record.’” (July Opinion, COL ¶ 13.) 

Moreover, even if we were to view the Payment Provisions in isolation, following 

our own in camera review, we would find they are not protected under the Section 
23

708(b)(11) exemption for the reasons the trial court set forth as they deal with

County’s receipt and disbursement of funds. (1925(a) Op. at 7-10.) Following its 

in camera review of the unredacted Agreement, common pleas reasoned the redacted 

segments of the Payment Provisions dealt with the County’s receipt and 

disbursement of funds as per the terms of the Agreement. Common pleas further 

found the remaining redactions did not qualify as trade secrets or confidential 

proprietary information and, thus, were not exempt from disclosure under Section 

708(b)(11) and stated that some of the redactions did not even pertain to Magellan.

(July Opinion, COL ¶ 14.) Common pleas detailed how each of the redactions 

encompassed in the Payment Provisions pertained to exchanges of monies between 

Magellan and County regarding amounts of payments, potential bonuses and fines, 

required credit, and bond documents. (1925(a) Op. at 7-11.) Common pleas then 

expressed that neither of Leonard’s affidavits nor other record evidence submitted 

to the OOR evinced how the remaining redactions could be considered trade secrets 

or confidential proprietary information. (Id. at 12-13.)

Although common pleas considered the nature of the redacted provisions 

without specifically finding whether the Agreement as a whole is a financial record,

Requesters argue such an analysis was not necessary because the Agreement is a 

financial record subject to Section 708(c). Applying the term “financial record” as 

it was interpreted in Eiseman, we agree that the Agreement falls under the definition 

of a financial record as it is a contract dealing with the receipt or disbursement of 

funds.

The Pennsylvania Supreme Court first considered the definition of a 

“financial record” following the passage of the RTKL in Eiseman. Therein, the 

disputed issue before the Supreme Court was whether documents in the possession 
24

of the Department of Public Welfare (DPW), which reflected rates paid to dental 

subcontractors by private MCOs pursuant to contracts into which DPW had entered 

with the MCOs to provide dental services to Medicaid recipients, constituted 

contracts dealing with the disbursement of funds by an agency. Eiseman, 125 A.3d 

at 29-30. Referencing its prior decision in North Hills News Record v. Town of 

McCandless, 722 A.2d 1037, 1039 (Pa. 1999), which held the terms “accounts, 

vouchers or contracts” included records that “‘bear a sufficient connection’ to such 

fiscally-related categories,’” the Supreme Court in Eiseman determined that a record 

may deal with the disbursement of funds by an agency even where it does not 

directly show a disbursement by that agency. Eiseman, 125 A.3d at 30. As such, 

the Supreme Court held that records reflecting the rates paid by the MCOs to the 

subcontractors were “financial records” as that term is defined in the RTKL because 

they were “dealing with” contracts that disbursed public monies for essential 

healthcare services from DPW to the service providers. Id. at 31-32. 

More recently, in Prince, the Supreme Court stated that the “account, voucher 

or contract” category must be construed broadly under the current iteration of the 

RTKL so as

to effectuate expanded access to information about the activities of 

government. See [Sections 1921 and 1922 of the Statutory 

Construction Act of 1972 (SCA),] 1 Pa.C.S. §§ 1921, 1922. Thus, we 

need not settle on a single definition of “account.” Rather, we conclude, 

as we did in [Pennsylvania State University v. State Employees’ 

Retirement Board, 935 A.2d 530 (Pa. 2007)], that the term has multiple 

acceptable definitions, including “a list or enumeration of financial 

transactions” and a “record of debit and credit entries, as well as 

monetary receipts and disbursements.” Id. [at 535.]

Moreover, consistent with our cases, to satisfy the statutory definition 

of financial record, the [record at issue] need only bear a close 

connection to an account. 
25

Prince, 219 A.3d at 615-16. 

Although Magellan argues to the contrary, from the intentions of the parties 

as expressed in the preamble to the Agreement, it is evident that the Agreement 

satisfies the requirement that a financial record is a “contract dealing with . . . the 

receipt or disbursement of funds by an agency”, 65 P.S. § 67.102: 

 

WHEREAS, COUNTY and [MAGELLAN], as COUNTY’s 

Behavioral Health [MCO] entered into an Agreement, effective January 

1, 2016, as Amended by Amendments No. 1 through No. 4, effective 

January 1, 2020 (collectively, the “COUNTY-[MAGELLAN] 

Agreement”), whereby [Magellan] provides and delivers services to the 

COUNTY and the HealthChoices Program, as required in the PSR and 

the COUNTY-DHS Agreement; 

WHEREAS, the Parties desire to amend and restate in its entirety 

the COUNTY-[MAGELLAN] Agreement, and any agreement relating 

to the Program that has not otherwise expired or terminated shall be 

superseded and replaced in its entirety by this Agreement; 

WHEREAS, the foregoing recitations are essential elements 

of the contractual relationship and are contractual in themselves; 

NOW, THEREFORE . . . .

SECTION 1: RELATIONSHIP AND INTENTIONS OF THE 

PARTIES

1.1 The purpose of this Agreement is to set forth the terms of the 

relationship between COUNTY, as the Primary Contractor with DHS, 

and [Magellan], to serve as COUNTY’s Commonwealth licensed 

Behavioral Health [MCO] or “BH-MCO.” Pursuant to the PSR and the 

COUNTY-DHS Agreement, [Magellan] is prepared to (i) assume, 

satisfy and discharge all liabilities and obligations of COUNTY 

under the COUNTY-DHS Agreement (except as otherwise herein 

provided); (ii) to indemnify COUNTY as further set forth herein; and 

(iii) to provide and deliver the [medical assistance] Behavioral Health 

Services contemplated in the PSR, and the COUNTY-DHS Agreement. 

While COUNTY retains ultimate responsibility to DHS for compliance 
26

with the HealthChoices Program and its fiscal requirements, it does 

hereby transfer to [Magellan], and [Magellan] hereby accepts, all 

potential adverse financial risks inherent in performing [Magellan’s] 

duties and carrying out its responsibilities hereunder including, without 

limitation, responsibility for the costs of services provided pursuant 

to the PSR in excess of capitation payments received by [Magellan] 

hereunder. [Magellan] agrees to accept as its sole compensation 

the compensation set forth in Section 8.1.A.2. herein. COUNTY 

also specifically conditions all obligations and payments to [Magellan] 

under this Agreement upon the fulfillment by DHS of its obligations 

and payment responsibilities to COUNTY under the COUNTY-DHS 

Agreement. [Magellan] acknowledges and agrees that it has no right to 

receive payment from COUNTY apart from its rights under this 

Agreement.

1.2 As of the Effective Date and subject to the terms and limitations 

set forth in this Agreement, [Magellan] retains and assumes all of 

COUNTY’s risk, liability and responsibility under the HealthChoices 

Program and pursuant to the PSR, the COUNTY-DHS Agreement as 

COUNTY’s BH-MCO, and as otherwise described herein; and 

[Magellan] hereby stands behind and affirms its undertakings herein,

including the undertakings of all entities with which [Magellan] 

subcontracts for [its] obligations hereunder. 

(Agreement at 2-4, R.R. at 68a-71a (emphasis added).) 

When entering into the Agreement, County and Magellan set forth the terms 

and conditions under which funds for the HealthChoices Program would be 

disbursed for those county residents in need of such medical services. As common 

pleas explained, the redactions from the Payment Provisions which the OOR had 

permitted to stand detailed the payments County was to remit to Magellan based on 

funding County received from DHS and fines for non-compliance on the part of 

Magellan; the standards by which Magellan was to provide services; details relating 

to, inter alia, the cash reserves Magellan was to retain and the letter of credit and 

performance bond Magellan was to post to protect County from Magellan’s 

insolvency or nonperformance; discussion regarding a possible acquisition of 
27

Magellan or its parent; and details concerning a covenant not to compete. (FOF 

¶ 12.) Under Section 102 of the RTKL, each of these Payment Provisions deals with 

“disbursements of public money and services acquisitions by agencies.” Eiseman, 

125 A.3d at 29 (citations omitted). In Eiseman, the Court held that “subcontracts 

containing MCO Rates plainly ‘deal with’ DPW’s disbursement of billions of dollars 

of public monies to provide access to essential healthcare to vulnerable populations, 

as well as [DPW’s] acquisition of services to meet its own obligations under federal 

and state law (albeit through middlemen).” Id. at 30 (citing 65 P.S. § 67.102). In 

Prince, the Supreme Court reinforced its broad reading of the term “financial record”

in Eiseman, stating “records bearing a sufficiently close connection to such 

‘fiscally[-] related’ categories,” such as accounts, vouchers, and contracts, are 

financial records “so long as they also ‘deal with the receipt or disbursement of funds 

by an agency.’” Prince, 219 A.3d at 612 (quoting LaValle v. Off. of Gen. Counsel, 

769 A.2d 449, 456 (Pa. 2001), and N. Hills News Record, 722 A.2d at 1039).

Magellan argues that common pleas’ reliance upon Eiseman was in error and 

urges that this Court’s holdings in GTL and Baron are dispositive herein. In GTL, 

this Court held an otherwise exempted document under Section 708(b), relating to 

the financial capability of a bidder to perform the contracts and which is voluntarily 

appended to the subsequently executed contract by the agency but was not actually 

part of the contractual terms, is not automatically transformed into a financial 

record that must be disclosed under the RTKL because it had been appended to the 

contract. 147 A.3d at 981. The Court distinguished such a situation from that in 

Eiseman by reasoning “GTL’s submission of its [f]inancial [r]ecords to [the 

Department of Corrections] did not involve the disbursement of funds of the 

acquisition of services. Rather, the [f]inancial [i]nformation was submitted to show 
28

GTL’s economic capability to perform should it receive the . . . contracts.” Id. In 

Baron, the requester asked DHS to disclose the rates it had paid to MCOs 

participating in Medicaid. 171 A.3d at 946. Relevant herein, the requested rates 

were not contained in the contracts between the MCOs and DHS but were separately 

negotiated between private parties. Id. at 961. This Court stressed that the purpose 

of allowing access to only those records that are directly related to the performance 

of a governmental function was to “prevent[ ] access to records that may relate to

the contract but do not relate to its performance.” Id. at 963. Thus, the salient 

consideration concerned “whether the information sought had a direct bearing on the

third-party contractor’s obligations” under its contract with the agency, and, 

therefore, constituted a financial record of the agency. Id. at 964. We reasoned that 

the requested rates did not relate directly to DHS’s performance of its governmental 

function under the HealthChoices contract pursuant to Section 506(d)(1) of the 

RTKL, 65 P.S. § 67.506(d)(1), because DHS’s knowledge of those rates was not 

necessary for it to assure compliance with the contract. Id. There was no record 

evidence that DHS utilized the rate information to monitor compliance with or 

otherwise oversee the contract, and, in fact, DHS administered the medical 

assistance program without that information; therefore, we remanded the matter to 

the OOR to determine whether there was a direct relationship between the rates and 

the MCO’s performance of the contract. Id.

Unlike the situations presented in GTL and Baron, the Payment Provisions 

and other redacted material set forth in the Agreement herein were not appended 

thereto to show financial fitness or separately negotiated between two private parties. 

Rather, the redacted provisions set forth Magellan’s and County’s reciprocal 

obligations under the Agreement and are inextricably bound therewith. As Leonard 
29

acknowledged in his Supplemental Affidavit, Magellan’s rates were disclosed to 

County as part of the negotiation process. (Supplemental Leonard Affidavit ¶¶ 6-7, 

12, R.R. at 884a-85a.) Prior to their acceptance, these terms and necessary 

accompanying documents had to be submitted to County for the possibility of further 

negotiation and approval in formalizing the Agreement. Moreover, the record is 

clear that these terms were part of the negotiation process, and the Agreement itself 

indicates its purpose is to set forth the terms through which Magellan is to provide 

and deliver services to County and the HealthChoices Program as required by the 

PSR and County. The redacted provisions directly relate to County’s receipt of 

funds, the payments County is to make to Magellan for its services, the sanctions to 

be imposed if Magellan fails to comply with any requirements under the Agreement, 

and the steps Magellan must take to ensure its solvency. In light of the foregoing, 

we find the Agreement constitutes a financial record as its general terms and the 

Payment Provisions in particular are part of a contract of a local agency and have a 

direct bearing on the disbursement of funds by that agency.

B. Whether common pleas erred in ordering Magellan to reveal 

confidential proprietary and/or trade secret information 

1. Parties’ Arguments

Magellan next asserts that, without analysis, common pleas summarily 

disregarded both County’s and the OOR’s determinations and failed to consider the 

confidential proprietary and/or trade secret nature of the pricing information and 

formula(s) in the Agreement it incorrectly deemed to be financial records. 

(Magellan’s Br. at 33-34.) Magellan argues that as Leonard’s affidavits verify, the 

redacted information amounts to sensitive business information, which is the product 

of Magellan’s business strategy and/or confidential data, pricing methodologies, and 
30

formulas that Magellan’s internal policies and procedures seek to protect. (Id. at 35-

36.) This information derives independent economic value from not being known 

by competitors such as Optum, and, if disclosed, would substantially harm 

Magellan’s competitive position in the market with other MCOs. (Id. at 37-39.) 

Thus, Magellan concludes the redacted information is exempt from public disclosure 

under Section 708(b)(11) of the RTKL, and common pleas abused its discretion in 

finding otherwise without sufficient analysis. (Id. at 39-40.) 

Requesters repeat that the Agreement is a financial record which County must 

release in its entirety. Even if this were not the case, Magellan has failed to meet its 

burden of proving that the Agreement contains confidential proprietary and/ or trade 

secret information. (Requesters’ Br. at 20.) Critically, according to Requesters, 

Leonard admitted in his Affidavit that the financial information and formulas were 

never confidential within Magellan but, instead, were developed “in consultation 

with [] County[.]” (Id. at 21 (quoting Leonard Affidavit ¶ 22, R.R. at 852a).) 

Requesters argue that Leonard did not speak about the steps Magellan had taken to 

keep the information confidential during the negotiation/consultation process and 

instead described only the steps taken to do so thereafter. For this reason alone,

Requesters reason, Magellan cannot prove the redacted information constitutes trade 

secrets within the meaning of the RTKL. (Id. at 21-22.) Requesters also cite to 

decisions of the Pennsylvania Supreme Court, which caution against reliance on 

affidavits absent in camera review. (Id. at 22 (citing McKelvey, 255 A.3d at 412,

and Am. Civ. Liberties Union of Pa. v. Pa. State Police, 232 A.3d 654, 670 (Pa. 

2020)).). 

Requesters also argue that some of the redacted percentages in the Payment 

Provisions from Section 8.1.A.2 do not even pertain to Magellan. For example, 
31

“[t]here is no justification for withholding how [] County— a public entity— allocates 

payments it receives from [DHS], another public entity.” (Requesters’ Br. at 25.) 

Similarly, Requesters state that Sections 8.1.A.2.a, 8.1.A.2.b, and 8.1.A.2.d pertain 

only to government spending, which the public has a right to know. (Id. at 26.) 

Requesters argue Appendix 2 entitled “Program Standards and Requirements –

Primary Contractor,” which County withheld in its entirety, apparently contains the 

requirements, terms, and conditions by which Magellan must operate as an MCO in 

County. As these standards were created by DHS and appear to be the same 

document published on DHS’s website, they should be produced in their entirety. 

(Id. at 27 n.4.) In addition, Appendix 3, which also was withheld, is titled 

“Performance Indicators” and enumerates the standards by which Magellan agreed 

to “perform and report.” (Id. at 27.) Requesters argue that such information cannot 

be deemed confidential as County or DHS, not Magellan, creates the standards by 

which Magellan’s performance is measured, and the public has a legitimate interest 

in knowing the manner in which a company that performs important public services 

is evaluated. (Id. at 27-28.) 

In its Reply Brief, Magellan posits neither the Agreement itself nor the limited 

redactions therefrom are financial records, but rather all of the redactions constitute 

confidential proprietary and/or trade secret information. (Magellan’s Reply Br. at 

13.) Magellan asserts that pursuant to well-established caselaw, Leonard’s affidavits 

sufficiently establish the confidential proprietary and/or trade secret status of the 

redactions, and common pleas’ determination regarding the Agreement should not 

be afforded more weight simply because it conducted an in camera review of the 

Agreement. (Id. at 13-16.) Magellan’s effort to develop the confidential pricing 

information contained in Section 8.1.A.2 required Magellan to exercise its business 
32

judgment and discretion to determine the rates and conditions that it included in its 

Proposal to County to provide the HealthChoices Program services and which would 

eventually become the salient components and their proportions set forth in the 

Agreement. (Id. at 18-19.) Magellan likens this process to an “award winning 

‘secret sauce’” or trade secret which is the product of Magellan’s experienced 

business judgment and is necessarily exempt from disclosure under the RTKL. (Id. 

at 18-21.) Magellan points out that Appendix 2 is a public document, which was not 

attached to the Agreement but merely referenced therein, and Requesters could have

obtained this information at any time. (Id. at 22.) Magellan further explains that it 

exclusively developed the pricing and incentive programs and metrics set forth in 

Appendix 3, and like the percentage numbers, these programs and metrics are 

Magellan’s confidential proprietary and/or trade secret information and their 

disclosure will substantially harm its ability to compete in the HealthChoices

Program market. (Id. at 23-24.) 

2. Analysis

In Eiseman, the Supreme Court stated “it is essentially undisputed that Section 

708(c) renders the [RTKL]’s own internal trade-secrets/confidential-proprietaryinformation [exemption] inapplicable.” 125 A.3d at 32. Section 708(c) does not 

authorize County to redact “[a] record that constitutes or reveals a trade secret or

confidential proprietary information” of Magellan because the “internal tradesecrets confidential proprietary information” exemption in Section 708(b)(11) is not 

included in the limited list of exemptions applicable to financial records that may 

be redacted. 65 P.S. § 67.708(b)(11), (c) (stating “an agency may redact that portion 

of a financial record protected under subsection (b)(1), (2), (3), (4), (5), (6), (16), or 

(17)”). The General Assembly sought to ensure the disclosure of financial records
33

through Section 708(c), including some information which may have otherwise been

considered a trade secret or confidential proprietary information, even if that 

information might have been exempt from disclosure if not in a financial record. 

Thus, an agency may not redact from financial records information which may have 

otherwise been withheld as a trade secret. Prince, 219 A.3d at 618; Eiseman, 125 

A.3d at 32. In light of our finding that the Agreement in which the redacted 

paragraphs and appendices appear constitutes a financial record, the exemption in 

Section 708(b)(11) of the RTKL does not apply. For this reason, we need not address

whether the redactions other than the Payment Provisions would qualify as trade 

secrets or confidential proprietary information under the RTKL. Notwithstanding, 

were we to do so, we agree with common pleas that these other redactions, which 

pertain to such items as Magellan’s computer network and insurance policies, and 

DHS program standards and solvency requirements, are not exempted from 

disclosure under those exemptions. Thus, we next turn to a consideration of whether, 

as Magellan argues, the UTSA protects the redacted information in the Agreement

from disclosure. 

C. Whether common pleas’ interpretation of Section 708(c) in its July 6, 

2022 Order is in direct conflict with the UTSA and in violation of 

Sections 306 and 3101.1 of the RTKL 

1. Parties’ Arguments 

Magellan next posits that even if this Court were to determine common pleas 

correctly found that the Section 708(b)(11) exemption does not apply to certain

redacted information at issue herein, the pricing information and formula(s) 

contained in the Agreement are, nevertheless, exempt from disclosure under the 

UTSA, and common pleas abused its discretion in deciding otherwise. Pursuant to 

Sections 306 and 3101.1 of the RTKL, the provisions of the RTKL are rendered 
34

inapplicable where they conflict with any other federal or state law. (Magellan’s Br. 

at 42.) As such, Magellan posits that the instant matter is distinguishable from the 

situation presented in Eiseman. Magellan argues the Eiseman holding was limited 

to its facts, and the instant matter is controlled by this Court’s later decision in Baron

wherein we held, inter alia, that rates which had not been submitted to and approved 

by the agency were not subject to the Section 708(c) exemption or the Supreme

Court’s ruling in Eiseman. (Id. at 42-43.) Magellan reasons that the Agreement 

does not contain the rates paid to Magellan, but rather contains trade secret pricing 

information that Magellan submitted as part of a confidential proposal, and the 

amount paid to Magellan under the Agreement cannot be ascertained from the 

redacted information from the Agreement. (Id. at 43-44.) 

Requesters state Magellan’s present argument in support of this issue is in 

direct contradiction with representations Magellan previously made before common 

pleas that the Agreement contains “rates and conditions which are now set forth in 

Section 8.1.A.2.” (Requesters’ Br. at 29-30 (citing Magellan’s Brief in Opposition 

to Requesters’ Petition for Review at 29, R.R. at 1236a).) Requesters posit Eiseman

controls this issue, for its reference to the applicability of its decision in “this 

instance” was not tied only to the existence of “rates.” (Id.) 

Magellan counters that Eiseman’s analysis in regard to the interplay between 

the UTSA and the RTKL is inapplicable herein. Magellan argues that, unlike the 

situation in Eiseman, where the requested records contained certain payment rates, 

the redacted information in the Agreement pertains only to Magellan’s confidential 

proprietary and/or trade secret information that does not reflect any specific 

payments Magellan is to receive. (Magellan’s Reply Br. at 24-25.) Magellan 

reasons that notwithstanding Requesters’ arguments to the contrary, “the non-
35

inclusion of rates in the Agreement between Magellan and County limits any 

applicability which Eiseman may have here and certainly undercuts any argument 

that the []UTSA would not apply to protect Magellan’s trade secret information from 

being disclosed.” (Id. at 25.) Magellan also posits the General Assembly’s failure 

to include Section 708(b)(11) among the categories of permissible redactions to 

financial records found in Section 708(c) does not evince its clear intent to override 

the trade secrets exemption in the financial records provision of the RTKL, but

rather, may have been an oversight. Magellan emphasizes that there is currently a 

bill in the Legislature that would add Section 708(b)(11) to the list of permissible 

Section 708(b) redaction categories within a financial record pursuant to Section 

708(c). (Id. at 25-26 & n.3.)

2. Analysis

This issue concerns the interplay between the UTSA and the RTKL. We begin 

with this Court’s recent discussion of the manner in which the RTKL is to be read 

with other legislation: 

The RTKL mandates that a Commonwealth agency or a local agency 

“shall provide public records in accordance with” the RTKL without 

regard to a requester’s “intended use of the public record . . . unless 

otherwise provided by law.” Sections 301 and 302 of the RTKL, 65 

P.S. §§ 67.301, 67.302. A record in the possession of a Commonwealth 

agency or local agency “shall be presumed to be a public record.” 

Section 305(a) of the RTKL, 65 P.S. § 67.305(a). Relevantly, the 

RTKL defines “public record” as “a record . . . of a Commonwealth 

agency or local agency that . . . is not exempt from being disclosed 

under any other Federal or State law or regulation or judicial order or 

decree.” . . . 65 P.S. § 67.102(2). The RTKL establishes the OOR to

review[ ] record requests and denials of record requests 

through the lens of the RTKL. In defining “public record” 

in the RTKL, however, the General Assembly anticipated 

the OOR’s interpretation of other laws. Cf. [Dep’t of Lab.

& Indus. v.] Heltzel, 90 A.3d [823,] 828 [(Pa. Cmwlth. 
36

2014)] . . . . The RTKL contains two caveats related to 

how other laws impact its presumption that a record is 

public and, therefore, subject to public disclosure. These 

caveats concern the nature of a record and the accessibility 

of a record, which are distinct concepts. Id. at 831 . . . .

According to the first caveat, nothing in the RTKL “shall 

supersede or modify the public or nonpublic nature of a 

record or document established in Federal or State law, 

regulation or judicial order or decree.” . . . 65 P.S. § 

67.306. Thus, where a federal or state law establishes a 

record as public, the record is not subject to a public record

analysis under the RTKL. “Given this significant 

consequence, a statute should be clear when it establishes 

the public nature of records.” Heltzel, 90 A.3d at 832. 

According to the second caveat, if the provisions of the 

RTKL “regarding access to records conflict with any other 

Federal or State law, the provisions of [the RTKL] shall 

not apply.” . . . 65 P.S. § 67.3101.1. Thus, where a

federal or state law prescribes certain procedures to

access records in a manner that conflicts with the

RTKL, the provisions of the other law prevail.

[Energy Transfer v. ]Friedman, 265 A.3d [421,] 429-30 [(Pa. 2021)]

(emphasis added).

Pa. Pub. Util. Comm’n v. Friedman, 293 A.3d 803, 814-15 (Pa. Cmwlth. 2023) . 

The definition of trade secrets in the RTKL is identical to that contained in 

the UTSA. PharmaCann Penn LLC v. Ullery (Pa. Cmwlth., Nos. 172-174, 183-184

C.D. 2018, filed Oct. 16, 2019), slip op. at 12 n.15 (citation omitted).8 The UTSA 

defines a “[t]rade secret” as 

[i]nformation, including a formula, drawing, pattern, compilation 

including a customer list, program, device, method, technique or 

process that:

8 While not binding, this Court’s unreported opinions may be cited for their persuasive 

authority pursuant to Rule 126(b)(1) of the Pennsylvania Rules of Appellate Procedure, Pa.R.A.P. 

126(b)(1), and Section 414(a) of our Internal Operating Procedures, 210 Pa. Code 69.414(a). 
37

(1) Derives independent economic value, actual or potential, 

from not being generally known to, and not being readily 

ascertainable by proper means by, other persons who can obtain 

economic value from its disclosure or use.

(2) Is the subject of efforts that are reasonable under the 

circumstances to maintain its secrecy.

Section 5302 of the UTSA, 12 Pa.C.S. § 5302. 

In Eiseman, our Supreme Court examined the interplay between the RTKL 

and the UTSA. In doing so, the Court held that “the [RTKL’s] self-contained tradesecrets [exemption] supplants the more general application of the [UTSA], based, 

inter alia, on the principle of statutory construction that more specific provisions 

control over general ones.” Eiseman, 125 A.3d at 32 (citing Section 1933 of the 

SCA, 1 Pa.C.S. § 1933). The Court further reasoned that it is unlikely the General 

Assembly would have withheld trade-secrets protection relative to financial records 

within the four corners of the RTKL on the theory that such protection persists under 

a different statute. Id. If the General Assembly had wished to withhold the

disclosure of trade secrets, the Supreme Court explained, it could have “provide[d]

for redaction of trade-secrets information in Section 708(c) of the [RTKL], as was 

done in relation to eight of the other openness [exemptions] which are otherwise 

withheld from financial records. See 65 P.S. § 67.708(c).” Eiseman, 125 A.3d at 

32. While the Supreme Court recognized that the RTKL “generally recognize[s] the 

primacy of other laws,” it held that the RTKL’s “own express and specific treatment 

of trade secrets should control in this instance[,]” otherwise “the trade-secrets aspect 

of the [exemption] in Section []708(b)(11) would be rendered into a mere 

redundancy. Such a holding, however, would contravene the presumption that the 
38

Legislature does not fashion statutory prescriptions as surplusage.” Id. at 32-33 n.13

(citations omitted). 

This Court has continued to follow Eiseman’s reasoning. See PharmaCann,

slip. op. at 12 n.15 (rejecting the contention that the UTSA may serve as an exception

to the RTKL “to exempt public records containing no trade secrets at all” and stating

“[t]he RTKL’s “self-contained trade-secrets [exemption] supplants the more general 

application of the [UTSA],” so that the OOR need not separately analyze whether 

the UTSA applies. See Eiseman, 125 A.3d at 32-33.”). While Magellan urges us to 

consider the possibility that the General Assembly’s failure to include trade secrets 

among the short list of exemptions in the RTKL applicable to financial records may 

have been an oversight, which it is seeking to correct through pending legislation, 

stare decisis binds this Court to follow decisions of the Pennsylvania Supreme Court 

and those of our own Court until they are either overruled or compelling reasons 

persuade us to hold otherwise. State Farm Mut. Auto. Ins. Co. v. Dep’t of Ins., 720 

A.2d 1071, 1073 (Pa. Cmwlth. 1998). Thus, Eiseman’s holding is controlling.

 

D. Whether common pleas abused its discretion and violated Section 

708(b)(11) of the RTKL when issuing its July 6, 2022 Order without 

any supporting analysis 

1. Parties’ Arguments

Finally, Magellan argues common pleas “baldly” characterized the redacted 

material as part of a financial record without conducting a thorough analysis and in 

disregard of Leonard’s affidavits. (Magellan’s Br. at 45.) Magellan faults common 

pleas for relying in large part upon Eiseman in reaching its decision without

considering the applicability of Eiseman’s progeny, Baron, and GTL. (Magellan’s 

Br. at 45-46; Magellan’s Reply Br. at 26-27.) Magellan asserts that common pleas’ 

failure to recognize the confidential proprietary and/or trade secret nature of the 
39

redacted information will harm Magellan’s competitive advantage as competitors 

like Optum now can, and likely will, utilize the information to compete with 

Magellan for subsequent contracts. (Magellan’s Br. at 46.)

In response, Requesters argue that this Court is not bound by common pleas’ 

determination. Notwithstanding, common pleas heard oral argument on Magellan’s 

claims, read its brief, and specifically addressed and dismissed its arguments. 

(Requesters’ Br. at 31; see also Notes of Testimony (N.T.) 5/18/22 at 1-50.

9

) 

Common pleas detailed the contents of each redaction and explained why the 

information contained therein should be revealed. (Requesters’ Br. at 31.) 

2. Analysis

As previously stated, we are to determine whether common pleas’ findings of 

fact are supported by substantial evidence or whether it committed an error of law 

or an abuse of discretion in reaching its decision. Butler, 172 A.3d at 1178 n.7. The 

trial court issued numerous and comprehensive findings of fact and conclusions of 

law in support of its July Order and further expounded upon those findings in its 

Rule 1925(a) Opinion. Therein, and with the benefit of the unredacted Agreement,

the trial court engaged in a detailed discussion as to the contents of each redacted 

portion of the Agreement. In its Rule 1925(a) Opinion, common pleas applied the 

relevant statutory authority and caselaw to its ultimate finding that the entire 

Agreement should be made available to Requesters. Thus, we disagree that common 

pleas abused its discretion or did not conduct a thorough analysis. We have also 

conducted a thorough review of the entire record herein, including an unredacted 

copy of the Agreement, as well as the statutory authority and caselaw, and for the 

9 Although the notes of testimony do not appear in the Reproduced Record, they are part 

of the original record.
40

reasons discussed above, we agree that the redacted information is not protected by 

the RTKL. 

IV. CONCLUSION

By its own terms, the Agreement was the result of negotiations between 

Magellan and County to ensure Medicaid recipients in County were provided 

necessary services under the HealthChoices Program. Pursuant to the RTKL, 

Requesters have sought disclosure of the unredacted Agreement, and following our 

review, we agree that the redacted provisions are disclosable because, pursuant to 

Eiseman, the Agreement constitutes a financial record under Section 102 of the 

RTKL, as it encompasses a contract dealing with the disbursement of public money 

and service acquisitions by County to meet its legal obligations. Moreover, the 

redacted provisions are not protected from disclosure by the UTSA, as per the

RTKL’s trade secrets exemption under Section 708(c) as interpreted by Eiseman.

Thus, we affirm common pleas’ July 6, 2022 Order requiring the disclosure of the 

Agreement in its entirety. 

__________________________________________

RENÉE COHN JUBELIRER, President Judge

Judge Wallace did not participate in the decision in this case.
IN THE COMMONWEALTH COURT OF PENNSYLVANIA

Garrett Hancock :

Optum Inc. :

 :

v. : No. 846 C.D. 2022

 : 

Magellan Behavioral Health :

of Pennsylvania Inc., :

Appellant :

O R D E R

NOW, August 15, 2023, the Order of the Court of Common Pleas of 

Montgomery County, dated July 6, 2022, is AFFIRMED. 

__________________________________________

RENÉE COHN JUBELIRER, President Judge