Riverwalk Tower, LLC, Feldman Equities, LLC v. Riverwalk Tower Investment - Intown, LLC

DISTRICT COURT OF APPEAL OF FLORIDA
SECOND DISTRICT

RIVERWALK TOWER, LLC, and
FELDMAN EQUITIES, LLC,

Petitioners,

v.

RIVERWALK TOWER
INVESTMENT–INTOWN, LLC,

Respondent.

No. 2D2025-0547

June 17, 2026

Petition for Writ of Certiorari to the Circuit Court for Pinellas County;
George Jirotka, Judge.

Marcos E. Hasbun and Justin R. Cochran of Zuckerman Spaeder LLP,
Tampa, for Petitioner Riverwalk Tower, LLC; and John A. Schifino and
Justin P. Bennett of Gunster, Yoakley & Stewart P.A., Tampa, for
Petitioner Feldman Equities, LLC.

Brian Bolves and Paria Shirzadi Heeter of Manson Bolves Donaldson
Tanner P.A., Tampa, for Respondent.

LaROSE, Judge.
Petitioners, Riverwalk Tower, LLC, and Feldman Equities, LLC,
seek certiorari review of trial court orders denying their motions for
protective order and granting Respondent, Riverwalk Tower Investment-
Intown, LLC's motion to compel discovery. We grant the petition and
quash the orders.
Background
The parties settled a lawsuit involving a high-rise Tampa
construction project. Alas, peace proved fleeting.
The Settlement Agreement identifies events triggering three
payments from Petitioners to Respondent, a former codeveloper of the
project.
This original proceeding involves the last two payments.
Respondent sued Petitioners for breach of contract. Allegedly, the
conditions precedent to payment had occurred, but Petitioners failed to
pay. See Eagle FL VI SPE, LLC v. T & A Fam. P'ship, 177 So. 3d 1277,
1280 (Fla. 2d DCA 2015) ("Settlement agreements are contracts.").
Respondent served Petitioners with extensive document requests.
Petitioners objected and sought a protective order.
Notably, the Settlement Agreement restricts Respondent's ability to
audit Petitioners' financial records related to the final settlement
payment. For instance, Respondent may not audit the records until a
temporary certificate of occupancy has issued, and only after first
providing sixty-days' written notice.1 Further, Respondent cannot review
the records. Instead, a mutually-agreed-upon auditor will produce a
narrative report of its independent audit. Presumably, maintaining the
confidentiality of Petitioners' records from their former codeveloper-
turned-business-competitor was important enough to include time,
manner, and format restrictions in the Settlement Agreement.

1 Our record contains no certificate of occupancy.
As a contract
matter, any audit or discovery seems premature. No such restrictions
attach to the second settlement payment.
2
In responding to the discovery requests, Petitioners insisted that
Respondent sought "to do an end-run-around the Settlement Agreement
and [Respondent]'s Requests seek information [Respondent] has no right
to receive under the Settlement Agreement."2 Petitioners also claimed
that Respondent sought "confidential and proprietary information that
[Respondent] is prohibited from receiving pursuant to [the Settlement
Agreement's] explicit confidentiality and non-disclosure provisions." See
§ 90.506, Fla. Stat. (2025) ("A person has a privilege to refuse to disclose,
and to prevent other persons from disclosing, a trade secret owned by
that person . . . ."); see also § 812.081(1)(f), Fla. Stat. (2025) (defining a
"[t]rade secret"). Moreover, Petitioners contended that the attorney-client
privilege shielded items from discovery. See § 90.502(2) (providing a
client with the privilege to refuse to disclose confidential communications
made during the rendition of legal services to the client).
Faced with Petitioners' uncompromising position, Respondent
moved to compel discovery.
The trial court took the matter under advisement after a brief
hearing. Within a few days, it entered simple, unelaborated orders
granting Respondent's motions to compel and denying Petitioners'
motions for protective order.
Discussion
Obtaining certiorari relief is hard. See Foster v. State, 326 So. 3d
1192, 1194 (Fla. 1st DCA 2021) ("[C]ertiorari review of interlocutory
orders 'is an extraordinary remedy that should be granted only in very
limited circumstances.' " (quoting Paton v. GEICO Gen. Ins., 190 So. 3d
1047, 1052 (Fla. 2016))). Petitioners must demonstrate "(1) a departure

2 The discovery orders lack any information as to how the time,

place, and format restrictions informed the trial court's decision.
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from the essential requirements of the law, (2) resulting in material
injury for the remainder of the case[,] (3) that cannot be corrected on
postjudgment appeal." Hett v. Barron-Lunde, 290 So. 3d 565, 569 (Fla.
2d DCA 2020) (alteration in original) (quoting Bd. of Trs. of Internal
Improvement Tr. Fund v. Am. Educ. Enters., 99 So. 3d 450, 454 (Fla.
2012)). Moreover, "trial courts are afforded broad discretion in dealing
with discovery issues, [and] a discovery order will not be quashed on
certiorari review unless the trial court has departed from the essential
requirements of the law." Brinkmann v. Petro Welt Trading Ges.M.B.H.,
324 So. 3d 574, 577 (Fla. 2d DCA 2021).
"Orders requiring disclosure of 'cat out of the bag' material that is
not subject to discovery by reason of privilege or by other valid reason for
nondisclosure are commonly reviewed by certiorari petition because the
harm caused by wrongly compelling the petitioner to disclose protected
material is irreparable." Barker v. Barker, 909 So. 2d 333, 336–37 (Fla.
2d DCA 2005); see also Grooms v. Distinctive Cabinet Designs, Inc., 846
So. 2d 652, 654 (Fla. 2d DCA 2003) ("Orders improperly requiring the
disclosure of trade secrets or other proprietary information often create
irreparable harm and are thus appropriate for certiorari review.").
Two flaws plague the trial court's orders. See GCTC Holdings, LLC
v. Tag QSR, LLC, 346 So. 3d 700, 704 (Fla. 2d DCA 2022) ("This court
has repeatedly granted petitions for writ of certiorari where a trial court
skips the first step—conducting the in camera review—and fails to make
findings in its order regarding whether the requested information
constitutes a trade secret or whether the requesting party has
demonstrated a necessity to overcome the claim of privilege.").
(a) In camera review: The cat is out of the bag

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Apparently, the trial court conducted no in camera review of the
disputed discovery items.
"When parties dispute that documents are protected under
certain statutory provisions, the proper course is for the trial
court to conduct an in-camera inspection to determine if the
requested documents are discoverable." [E. Bay NC, LLC v.
Est. of Djadjich, 273 So. 3d 1141, 1144 (Fla. 2d DCA 2019)];
see also Dominguez v. Citizens Prop. Ins. Corp., 269 So. 3d
623, 626 (Fla. 2d DCA 2019) (concluding that trial court erred
by ordering production of documents without first conducting
in camera review to determine whether attorney-client
privilege applied); Patrowicz [v. Wolff, 110 So. 3d 973, 974
(Fla. 2d DCA 2013)] ("A party claiming that documents sought
by an opposing party are protected by the attorney-client
privilege is entitled to have those documents reviewed in
camera by the trial court prior to their disclosure.").
Brinkmann, 324 So. 3d at 578 (citations omitted); see also Bright House
Networks, LLC v. Cassidy, 129 So. 3d 501, 508 (Fla. 2d DCA 2014)
(granting certiorari petition and quashing the order compelling disclosure
of alleged trade secrets where the trial court "ordered disclosure without
an in camera review").3
The parties disputed whether the requested items were shielded
from discovery by privilege or some other protection. Petitioners were
entitled to an in camera review. See Fla. Health Scis. Ctr., Inc. v.
Jackman, 407 So. 3d 553, 555 (Fla. 2d DCA 2025); Brinkmann, 324 So.
3d at 578. Unfortunately, Petitioners are subject to orders requiring
disclosure of "cat out of the bag" material resulting in irreparable harm.
(b) Privilege: Brevity is not the soul of wit4

3 Petitioners recount that "Respondent did not dispute that the

information it sought was protected trade secret information." Our
record reflects that Respondent made no such concession.
4 See William Shakespeare, Hamlet act 2, sc. 2, l. 90.

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The trial court's spartan orders fail to acknowledge, let alone
contain, any findings of fact, conclusions of law, or analyses addressing
Petitioners' objections and claims of privilege. Cf. Citizens of State v.
Graham, 213 So. 3d 703, 713 (Fla. 2017) ("[W]e find first the Commission
departed from the essential requirements of law here by acknowledging
OPC's contention that the settlement agreement applied, but failing to
address the terms of the settlement in its analysis."); Lewis Tree Serv.,
Inc. v. Asplundh Tree Expert, LLC, 311 So. 3d 206, 210 (Fla. 2d DCA
2020) ("[C]ourts have set forth a three-step analysis for trial courts to
undertake when faced with a claim that a discovery request seeks the
production of protected trade secret information.").
The paucity of detail leaves us guessing why discovery was allowed.
This will not do. See Brinkmann, 324 So. 3d at 578–79. The trial court
failed to make findings addressing Petitioner's objections. See MHC
Cortez Vill., LLC v. Cortez Road Invs. & Fin., Inc., 413 So. 3d 963, 967
(Fla. 2d DCA 2025) ("[T]he [trial] court failed to set forth findings of fact
supporting its general statement that Cortez Road established the
reasonable necessity of the trade secrets. 'If the court orders disclosure,
it must make findings to support its determination.' " (quoting Bright
House Networks, LLC, 129 So. 3d at 506)); Patrowicz v. Wolff, 110 So. 3d
973, 974 (Fla. 2d DCA 2013) ("A party claiming that documents sought
by an opposing party are protected by the attorney-client privilege is
entitled to have those documents reviewed in camera by the trial court
prior to their disclosure." (emphasis omitted)).
As a result, we are left in the lurch. See Brinkmann, 324 So. 3d at
579 ("Unfortunately, because the trial court's order contains no findings
or analysis related to the privilege and work product objections, we
simply do not know whether the court determined that the attorney-

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client privilege and work product protection did not apply, whether they
applied but had been waived, or whether the trial court deemed the
common interest exception to the waiver doctrine inapplicable. We are
simply left 'to guess at the basis for the discovery of each document' and
communication." (footnote omitted) (quoting E. Bay NC, LLC v. Est. of
Djadjich, 273 So. 3d 1141, 1144 (Fla. 2d DCA 2019))); E. Bay NC, LLC,
273 So. 3d at 1145 ("[T]he trial court orders here leave this court to
guess as to whether the trial court even considered the statutory
objections raised . . . . The orders require [petitioners] to disclose
information that may be privileged. As such, we quash the trial court
orders to the extent that they require production of documents that
[petitioners] objected to on the basis of various statutory privileges.").
Of course, we take no position on Petitioners' claims that the
requested items are undiscoverable. We are not a court of first review.
See Brinkman, 324 So. 3d at 579 n.4 ("These issues must be decided by
the trial court in the first instance; they are not resolved by the limited
record in this proceeding."). However, we conclude that the discovery
orders depart from the essential requirements of law.
Conclusion
We grant Petitioners' petition and quash the trial court's discovery
orders.
Petition granted; orders quashed.

SLEET, J., Concurs.
ATKINSON, J., Concurs in result only.

Opinion subject to revision prior to official publication.

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