Can post-settlement statements to media violate confidentiality agreements? Mackey v. Cannon Explained

The Utah Court of Appeals addressed the scope of settlement confidentiality provisions in Mackey v. Cannon, where a congressman’s statements to reporters about a resolved sexual harassment case led to breach of contract claims.

Background and Facts

Former congressional field worker Crelley Mackey brought sexual harassment allegations against Congressman Chris Cannon and related entities in 1997. The parties entered a settlement agreement in February 1998 containing a detailed confidentiality provision that prohibited disclosure of “factual and legal allegations relating to their claims and disputes,” with only narrow exceptions for specified media responses. Two months later, Cannon voluntarily met with Salt Lake Tribune reporters and made eight statements about the case, including that there was “no impropriety” on his part, “no hostile environment” existed, and Mackey’s allegations “had no merit.”

Key Legal Issues

The central issue was whether Cannon’s statements to reporters violated the settlement agreement’s confidentiality provision, thereby constituting breach of contract and breach of the implied covenant of good faith and fair dealing. The trial court granted Cannon’s Rule 12(b)(6) motion to dismiss, concluding as a matter of law that none of the statements breached the confidentiality provision.

Court’s Analysis and Holding

The Court of Appeals reversed, applying the standard that dismissal should be granted only if the plaintiff “can prove no set of facts in support of his or her claims.” The court rejected Cannon’s arguments that his statements were merely “generic,” “conclusory,” or “opinion,” noting that such characterizations would “vitiate the Agreement” and allow virtually any statement. The court emphasized that some statements were arguably “factual and legal allegations relating to [the parties’] claims,” and that the confidentiality provision “makes no allowance for opinion or generalized statements concerning the matter.”

Practice Implications

This decision demonstrates the importance of precisely drafting confidentiality provisions in settlement agreements. Courts will not allow parties to circumvent confidentiality obligations by characterizing substantive disclosures as mere opinion or general statements. The ruling also confirms that breach of contract and breach of good faith claims typically present factual questions inappropriate for resolution on motions to dismiss, requiring careful consideration of whether dismissal is truly warranted at the pleading stage.