1 2 3 4 UNITED STATES DISTRICT COURT 5 NORTHERN DISTRICT OF CALIFORNIA 6 SAN JOSE DIVISION 7 8 YAN MEI ZHENG-LAWSON, et al., Case No. 17-cv-06591-BLF

9 Plaintiffs, OMNIBUS ORDER RE 10 v. ADMINISTRATIVE MOTIONS TO FILE UNDER SEAL 11 TOYOTA MOTOR CORPORATION, et al., [Re: ECF 109, 111, 121, 127] 12 Defendants. 13 14 15 Before the Court are four administrative motions to file documents under seal: 16 (1) Plaintiffs’ Administrative Motion to File Under Seal Reply Documents in Support of Motion 17 for Class Certification (ECF 109); (2) Parties’ Stipulated Request for Order to Seal Certain 18 Confidential Documents (ECF 111); (3) Defendants’ Administrative Motion to File Under Seal 19 Documents in Support of Defendants’ Response to Plaintiffs’ Objections to and Motion to 20 Exclude Evidence (ECF 121); and (4) Defendants’ Administrative Motion to Seal Portions of 21 Hearing on Class Certification Motion (ECF 127). 22 The motions are GRANTED IN PART AND DENIED IN PART as set forth below. 23 I. LEGAL STANDARD 24 “Historically, courts have recognized a ‘general right to inspect and copy public records 25 and documents, including judicial records and documents.’” Kamakana v. City and Cnty. of 26 Honolulu,

, 1178 (9th Cir. 2006) (quoting Nixon v. Warner Commc’ns, Inc., 435

, 597 & n.7 (1978)). Consequently, filings that are “more than tangentially related to the 1 Auto Safety v. Chrysler Grp., LLC,

(9th Cir. 2016). Filings that are only 2 tangentially related to the merits may be sealed upon a lesser showing of “good cause.”

at 3 1097. 4 Sealing motions filed in this district also must be “narrowly tailored to seek sealing only of 5 sealable material.” Civil L.R. 79-5(b). A party moving to seal a document in whole or in part 6 must file a declaration establishing that the identified material is “sealable.” Civ. L.R. 79- 7 5(d)(1)(A). “Reference to a stipulation or protective order that allows a party to designate certain 8 documents as confidential is not sufficient to establish that a document, or portions thereof, are 9 sealable.”

10 Where the moving party requests sealing of documents because they have been designated 11 confidential by another party or a non-party under a protective order, the burden of establishing 12 adequate reasons for sealing is placed on the designating party or non-party. Civ. L.R. 79-5(e). 13 The moving party must file a proof of service showing that the designating party or non-party has 14 been given notice of the motion to seal.

“Within 4 days of the filing of the Administrative 15 Motion to File Under Seal, the Designating Party must file a declaration . . . establishing that all of 16 the designated material is sealable.” Civ. L.R. 79-5(e)(1). “If the Designating Party does not file a 17 responsive declaration . . . and the Administrative Motion to File Under Seal is denied, the 18 Submitting Party may file the document in the public record no earlier than 4 days, and no later 19 than 10 days, after the motion is denied.” Civ. L.R. 79-5(e)(2). 20 II. DISCUSSION 21 This Court follows numerous other district courts within the Ninth Circuit in concluding 22 that the compelling reasons standard applies to motions to seal documents relating to class 23 certification. See Wetzel v. CertainTeed Corp., No. C16-1160JLR,

, at *3 24 (W.D. Wash. Mar. 18, 2019) (“[S]ince Chrysler, district courts that have addressed the issue have 25 regularly found that the compelling reasons standard applies to motions to seal exhibits attached to 26 motions for class certification.”); McCurley v. Royal Seas Cruises, Inc., No. 17-CV-00986-BAS- 27 AGS,

, at *2 (S.D. Cal. July 31, 2018) (“[C]ourts apply the compelling reasons 1 In re Seagate Tech. LLC,

, 246 (N.D. Cal. 2018) (applying compelling reasons 2 standard to documents relating to class certification); Weisberg v. Takeda Pharm. U.S.A., Inc., No. 3 CV 18-784 PA (JCX),

, at *2 (C.D. Cal. July 3, 2018) (“Because the Motion for 4 Class Certification is more than tangentially related to the merits of the case, the compelling 5 reasons standard applies in determining whether to grant the Application to Seal.”). Applying the 6 compelling reasons standard, the Court sets forth its rulings on the sealing motions as follows. 7 A. Plaintiffs’ Administrative Motion to File Under Seal Reply Documents in 8 Support of Motion for Class Certification (ECF 109) 9 Plaintiffs have filed a sealing motion with respect to certain documents on the basis that 10 they contain information designated by Defendants as confidential. The documents in question are 11 Plaintiffs’ Reply Brief in Support of Motion for Class Certification, the Rebuttal Declaration of 12 Stefan Boedeker, and certain exhibits to the Declaration of Robert S. Green in support of 13 Plaintiff’s Reply. As the designating parties, Defendants bear the burden of demonstrating that 14 compelling reasons exist to seal. Defendants seek more limited redactions than those proposed by 15 Plaintiffs, and Defendants demonstrate the existence of compelling reasons for their proposed 16 redactions through their Response to Plaintiffs’ Administrative Motion and attached declarations 17 of Jeffrey B. Margulies, Ashley Hack, and W. Joshua Hoffman. See ECF 112. 18 Thus, Plaintiffs’ sealing motion is GRANTED as to the narrower subset of redactions 19 requested by the designating parties, Defendants, and otherwise is DENIED. The Court’s ruling is 20 summarized in the following chart. 21 ECF Document(s) to be Sealed Ruling Reasoning 22 No.

23 109-4 Plaintiffs’ Reply Brief in GRANTED as to Information reflects Defendants’ 24 Support of Motion for 1:21; 1:15; 2:5-9 ; marketing competitor analysis, Class Certification 2:23-24; 4:10; 4:12; confidential sales data, internal 25 4:14-16; 4:23-25; training information, vendor 4:27; 5:10-11; 10:21- relationships, and business 26 24. objectives. Hack Decl. ¶¶ 2-6, ECF 112-2; Hoffmann Decl. ¶¶ 27 2-7, ECF 112-3. 1 109-6 Rebuttal Declaration of GRANTED as to ¶ Information reflects Defendants’ Stefan Boedeker 6(1), (7), (8), (9), internal training information, 2 (10); ¶ 7(a), (a)(i), internal confidential data (a)(ii), (b), (b)(iv), regarding traffic visits to 3 (c)(i), (c)(fn. 33), Toyota.com, confidential sales (c)(iii), (d), (d)(i), data, vendor distribution data, 4 (c)(fn. 34), (d)(ii), and confidential survey data. (e), (e)(i), (f), (f)(i), Hack Decl. ¶¶ 2-6, ECF 112-2; 5 (g). Hoffmann Decl. ¶¶ 2-7, ECF 112-3. 6 109- Exhibit 1 to Reply GRANTED as to Information reflects internal 7 10 Declaration of Robert S. 7:13; 7:18; 12:21; confidential data regarding Green 16:19; 16:22; 17:19. traffic visits to Toyota.com. 8 Hack Decl. ¶¶ 2-6, ECF 112-2; Hoffmann Decl. ¶¶ 2-7, ECF 9 112-3. 10 109- Exhibit 2 to Reply GRANTED as to Information reflects Defendants’ 11 12 Declaration of Robert S. entire exhibit. internal confidential training Green materials. Hack Decl. ¶¶ 2-6, 12 ECF 112-2; Hoffmann Decl. ¶¶ 2-7, ECF 112-3. 13 109- Exhibit 3 to Reply GRANTED as to Information reflects Defendants’ 14 14 Declaration of Robert S. entire exhibit. internal confidential training Green materials. Hack Decl. ¶¶ 2-6, 15 ECF 112-2; Hoffmann Decl. ¶¶ 2-7, ECF 112-3. 16 109- Exhibit 8 to Reply GRANTED as to Information reflects Defendants’ 17 20 Declaration of Robert S. highlighted portions competitor analysis. Hack Decl. Green redacted by Plaintiffs. ¶¶ 2-6, ECF 112-2; Hoffmann 18 Decl. ¶¶ 2-7, ECF 112-3.

19 109- Exhibit 9 to Reply GRANTED as to Information reflects Defendants’ 20 22 Declaration of Robert S. highlighted portions competitor analysis, internal Green redacted by Plaintiffs. training information, and internal 21 confidential data regarding traffic visits to Toyota.com. Hack Decl. 22 ¶¶ 2-6, ECF 112-2; Hoffmann Decl. ¶¶ 2-7, ECF 112-3. 23 109- Exhibit 10 to Reply DENIED. Sealing 24 24 Declaration of Robert S. not sought by Green Defendants, 25 designating parties.

26 109- Exhibit 11 to Reply GRANTED as to Information reflects Defendants’ 26 Declaration of Robert S. highlighted portions competitor analysis and internal 27 Green redacted by Plaintiffs. training information. Hack Decl. ¶¶ 2-6, ECF 112-2; Hoffmann 1 109- Exhibit 12 to Reply GRANTED as to Information reflects confidential 28 Declaration of Robert S. 16:24-25; 18:6; sales data and vendor 2 Green 18:23; 35:1; 35:5; relationships. Hack Decl. ¶¶ 2-6, 35:14; 35:18; 35:21; ECF 112-2; Hoffmann Decl. ¶¶ 3 36:3; 36:13-15; 2-7, ECF 112-3. 36:17-18; 37:12. 4

5 109- Exhibit 15 to Reply GRANTED as to The Court granted leave to seal 32 Declaration of Robert S. highlighted portions the proposed redactions in a prior 6 Green redacted by Plaintiffs. motion. See ECF 98.

7 109- Exhibit 17 to Reply DENIED. Sealing 35 Declaration of Robert S. not sought by 8 Green Defendants, designating parties. 9 10 11 B. Parties’ Stipulated Request for Order to Seal Certain Confidential Documents 12 (ECF 111) 13 The parties have filed a joint sealing motion with respect to materials that they 14 inadvertently filed on the public docket. The documents in question have been locked by the 15 Clerk’s Office pending the Court’s ruling on the joint sealing motion. Some of the documents 16 have been filed multiple times on the docket with different portions redacted. Consequently, the 17 same documents are listed multiple times in the chart below, with different ECF numbers. The 18 joint sealing motion is GRANTED. 19 20 ECF Document(s) to be Ruling Reasoning 21 No. Sealed

22

84-3 Memorandum of Points GRANTED as to 1:6 Information reflects Defendants’ 23 and Authorities in and 6:6. confidential sales data and Support of Plaintiffs’ competitor analysis that the Court 24 Motion for Class has sealed at ECF 98. Certification 25

85-1 Declaration of Robert GRANTED as to 2:1; Information reflects Defendants’ 26 Green in Support of 2:3; 2:19; 2:23; 2:27; confidential sales data and Plaintiffs’ Motion for and 3:3. competitor analysis that the Court 27 Class Certification has sealed at ECF 98. 1 87-3 Corrected Memorandum GRANTED as to 1:6 Information reflects Defendants’ of Points and Authorities and 6:6. confidential sales data and 2 in Support of Plaintiffs’ competitor analysis that the Court Motion for Class has sealed at ECF 98. 3 Certification

4 89-4 Corrected Memorandum GRANTED as to 1:6. Information reflects Defendants’ 5 of Points and Authorities confidential sales data and in Support of Plaintiffs’ competitor analysis that the Court 6 Motion for Class has sealed at ECF 98. Certification 7 89-4 Deposition of W. Joshua GRANTED as to Information reflects Defendants’ 8 Hoffman 3:18-19; 39:1; 39:11; confidential sales data and and 48:23. competitor analysis that the Court 9 has sealed at ECF 98.

10 104 Corrected Memorandum GRANTED as to 1:6; Information reflects Defendants’ of Points and Authorities 5:5; 5:8. confidential sales data and 11 in Support of Plaintiffs’ competitor analysis that the Court Motion for Class has sealed at ECF 98. 12 Certification

13 104-3 Declaration of Robert GRANTED as to 2:1; Information reflects Defendants’ Green in Support of 2:3; 2:19; 2:23; 2:27; confidential sales data and 14 Plaintiffs’ Motion for and 3:3. competitor analysis that the Court Class Certification has sealed at ECF 98. 15

16 104-7 Exhibit 4 to Declaration GRANTED as to Information reflects Defendants’ of Robert Green in 3:18-19; 39:1; 39:11; confidential sales data and 17 Support of Plaintiffs’ and 48:23. competitor analysis that the Court Motion for Class has sealed at ECF 98. 18 Certification (Deposition of W. Joshua Hoffman) 19

20 104-8 Exhibit 5 to Declaration GRANTED as to Information reflects Defendants’ of Robert Green in 49:19. internal business practices, 21 Support of Plaintiffs’ material that the Court has sealed Motion for Class at ECF 98. 22 Certification (Deposition of Ashley Hack) 23

24 104-15 Exhibit 12 to Declaration GRANTED as to Information reflects Defendants’ of Robert Green in TOY- confidential competitor analysis 25 Support of Plaintiffs’ ZHENG00004929. that the Court has sealed at ECF Motion for Class 98. 26 Certification (Edge Competitive 27 Comparison) 1 104-19 Exhibit 16 to Declaration GRANTED as to Information reflects Defendants’ of Robert Green in entire exhibit. confidential competitor analysis 2 Support of Plaintiffs’ that the Court has sealed at ECF Motion for Class 98. 3 Certification (Correspondence) 4

5 104-37 Exhibit 34 to Declaration GRANTED as to Information reflects Defendants’ of Robert Green in TOY- internal business practices, 6 Support of Plaintiffs’ ZHENG00008013. material that the Court has sealed Motion for Class at ECF 98. 7 Certification 8 9 C. Defendants’ Administrative Motion to Seal Documents in Support of 10 Defendants’ Response to Plaintiffs’ Objections/Motion to Exclude (ECF 121) 11 Defendants move to seal two exhibits submitted in support of their response to Plaintiffs’ 12 objections to, and motion to exclude, certain of Defendants’ evidence. The motion is GRANTED, 13 as Defendants have demonstrated compelling reasons for sealing. 14 ECF Document(s) to be Sealed Ruling Reasoning 15 No.

16 121-4 Exhibit A to the GRANTED s to Information reflects Defendants’ 17 Declaration of Jeffrey B. highlighted portions marketing competitor analysis Margulies in Support of and confidential training 18 Defendants’ Response to information. Margulies Decl. ¶ Plaintiffs’ Objections to 2, ECF 121-1. Information 19 and Motion to Exclude previously has been sealed by the Evidence Submitted by Court at ECF 98. 20 Defendants in Opposition to Motion for Class 21 Certification (August 12, 2019 Letter) 22

121-4 Exhibit D to the GRANTED as to 5:9- Information reflects Defendants’ 23 Declaration of Jeffrey B. 11; 12:3; 12:21; marketing competitor analysis Margulies in Support of 12:24; 13:2; 13:11; and confidential data reflecting 24 Defendants’ Response to 13:13; 14:5-7; 20:4- internal training downloads. Plaintiffs’ Objections to 5; 20:14; 21:2; Margulies Decl. ¶ 2, ECF 121-1. 25 and Motion to Exclude 22:24; 23:9; 23:16; Information previously has been Evidence Submitted by 23:20; 70:14; 70:19. sealed by the Court at ECF 98. 26 Defendants in Opposition to Motion for Class 27 Certification (Deposition 1 D. Defendants’ Administrative Motion to Seal Portions of Hearing on Class 2 Certification Motion (ECF 127) 3 Defendants move to seal portions of the transcript of the hearing on Plaintiffs’ Motion for 4 || Class Certification. The motion is GRANTED. 5 No. 7 126 | Transcript of Hearingon | GRANTED as to Information reflects Defendants’ 8 Plaintiffs’ Motion for 7:14; 7:19; 8:23-25; marketing competitor analysis Class Certification 9:1; 9:3; 9:5; 9:19-21; | and confidential data reflecting 9 13:20; 13:23; 14:23; | internal training downloads. 16:15-16; 16:21; Margulies Decl. 42, ECF 127-1. 10 16:22; 18:19; 19:4-6; | Information previously has been 19:17; 25:8; 25:11; sealed by the Court at ECF 98. 11 25:13; 26:18; 26:20- 21; 26:24; 29:20; %L 29:23: 30:14; 32:23: 32:25; 33:1; 43:10; 43:14; 43:19; 43:23.

15 || I. ORDER A 16 (1) Plaintiffs’ Administrative Motion to File Under Seal Reply Documents in Support

= 17 of Motion for Class Certification (ECF 109) is GRANTED IN PART AND

Zz 18 DENIED IN PART as set forth herein; 19 (2) The Parties’ Stipulated Request for Order to Seal Certain Confidential Documents 20 (ECF 111) is GRANTED as set forth herein; 21 (3) Defendants’ Administrative Motion to File Under Seal Documents in Support of 22 Defendants’ Response to Plaintiffs’ Objections to and Motion to Exclude Evidence 23 (ECF 121) is GRANTED as set forth herein; and 24 (4) Defendants’ Administrative Motion to Seal Portions of Hearing on Class 25 Certification Motion (ECF 127) is GRANTED as set forth herein. kom Lh hon top) 27 || Dated: December 16, 2019 NM BETH LABSON FREEMAN 28 United States District Judge