Vesta Corp. v. Amdocs Mgmt. Ltd.
Vesta Corp. v. Amdocs Mgmt. Ltd.
Opinion of the Court
Plaintiff moves to redact portions of the transcript of a hearing held on December 18, 2017, and to seal part of the Court's February 12, 2018, Opinion and Order. Defendants do not object to the redaction of specific interest rates from the hearing transcript but otherwise oppose both motions. For the reasons that follow, the Court grants in part and denies in part Plaintiff's Motion to Redact and denies Plaintiff's Motion to Seal.
BACKGROUND
Plaintiff Vesta Corporation, an electronic payments and fraud prevention technology company, has sued Defendants Amdocs Management Limited and Amdocs, Inc. (collectively, "Defendants"), telephone billing software and services companies, for breach of contract and misappropriation of trade secrets. Fourth Am. Compl. ("FAC") Intro, ECF 405. Specifically, Plaintiff alleges that in the course of collaborating on various projects and the attempted acquisitions of Plaintiff by Defendants, Plaintiff shared "highly confidential and proprietary information," which Defendants used and relied upon "improperly *969to create, price and sell a competing product in order to increase its profits." Id. As a result of Defendants' misappropriation and breach of contract, Plaintiff alleges it "suffered lost profits and royalties on various accounts, including MetroPCS, Sprint and T-Mobile." Id. at ¶¶ 79, 85, 95, 108.
On September 7 and 11, 2017, Defendants filed two motions to strike pursuant to Federal Rule of Civil Procedure 37. First, Defendants moved to exclude and strike Plaintiff's untimely damages theories. Defs. Mot. Strike Damages, ECF 476. Second, Defendants moved to exclude and strike Plaintiff's late identified technical trade secrets. Defs. Mot. Strike Trade Secrets, ECF 483. The Court held a hearing on both motions on December 18, 2017, that was open to the public. See Minutes of Proceedings, ECF 538.
At the hearing, the Court denied Defendants' motion to strike Plaintiff's damages theories but granted Defendants additional time to conduct discovery. Id. After receiving supplemental briefing from the parties, the Court issued an Opinion and Order on February 12, 2018, granting in part and denying in part Defendants' motion to strike Plaintiff's late-identified trade secrets. Opinion & Order ("O & O"), ECF 553. Plaintiff filed the present motions to redact portions the hearing transcript and the Court's Opinion and Order. Pl. Mot. Redact, ECF 546; Pl. Mot. Seal, ECF 554.
STANDARDS
"Historically, courts have recognized a 'general right to inspect and copy public records and documents, including judicial records and documents.' " Kamakana v. City and Cty. of Honolulu ,
Where the information in question is attached to a non-dispositive motion, courts apply a lower "good cause" standard from Rule 26(c). See
*970Ctr. for Auto Safety v. Chrysler Grp., LLC ,
In determining whether the good cause or compelling reason standard applies in a given case, the court should not mechanically label motions "dispositive" or "nondispositive." Id. at 1098. Rather, the court should focus on whether the "issue is more than tangentially related to the underlying cause of action" or the "merits of the case." Id. at 1099 (emphasizing that "plenty of technically nondispositive motions-including routine motions in limine-are strongly correlative of the merits of a case").
DISCUSSION
Plaintiff moves to redact portions of the December 18, 2017, hearing transcript and to seal part of the Court's February 12, 2018, Opinion and Order.
I. Redacting Portions of a Transcript Held in Open Court
As a preliminary matter, the Court notes that the information that Plaintiff seeks to redact was discussed at a three-hour hearing in open court. Plaintiff states in its reply that "counsel for Vesta specifically confirmed that there were no members of the public present in the [c]ourtroom and, on that basis, and in reliance on the fact that the Procedures contemplate post-hearing motions to redact, Vesta did not request that the Court seal the courtroom." Pl. Reply Mot. Redact 9, ECF 558. It further emphasizes that the parties' stipulated protective order "allowed Vesta to request authority to clear the courtroom." Id.
In TriQuint Semiconductor Inc. v. Avago Technologies Limited , the district court denied the parties' "ex-post facto" request to redact a hearing transcript. No. CV-09-1531-PHX-JAT,
Similarly, in this case Plaintiff does not seek to redact those personal identifiers that the electronic transcript policy is primarily concerned with. See U.S. Dist. Ct. Policy & Proc. for the Elec. Filing of Transcripts (available at https://www.ord.uscourts.gov/index.php/filing-and-forms/transcript-information/958-policy-and-procedures-for-the-electronic-filing-of-transcripts). Instead, Plaintiff asks the Court to redact additional sensitive business and technical information that it knew in advance was likely to be discussed at the hearing. Yet Plaintiff never requested that the Court seal the courtroom or notified the Court that it was concerned about the disclosure of information at the hearing. While Plaintiff appears to have taken some steps to prevent the disclosure of information by determining the identity of all those present at the hearing, the fact remains that the courtroom was open to the public and this information has already entered the public domain.
Further, like in TriQuint Semiconductor , Plaintiff fails to demonstrate compelling reasons for its requested redactions.
*972Here, while Plaintiff provides reasoning that could be-under certain circumstances-compelling, Plaintiff has not articulated a sufficient factual basis upon which the Court could base its ruling. Plaintiff contends that this information is proprietary and confidential to Plaintiff and that its release may harm Plaintiff and third parties. But Plaintiff does not provide evidence from which the Court can conclude that the disclosure of this information-as it appears in the transcript at issue-might result in the release of trade secrets, its improper use, or harm to a business's competitive standing.
For example, Plaintiff seeks to redact confidential business information-such as the names of third parties-by alleging that the information would "risk business injury to third parties" as it is standard industry practice not to disclose the names of bidders in the merger and acquisition process. Pl. Mot. Redact 7-8. In support of this argument, Plaintiff provides copies of three nondisclosure agreements it entered into with third parties, only one of which clearly states that the identity and fact of Plaintiff's possible acquisition is confidential. See Markley Decl. Exs. A-C, ECF 547. Plaintiff also asserts that it "has an obligation to protect third parties' confidential information." Pl. Reply Mot. Redact 6. Plaintiff, however, provides no argument or evidence to demonstrate that the release of the identities of potential bidders might cause harm.
Plaintiff's request that the Court redact information regarding valuation and financing arrangements is more compelling in that Plaintiff persuasively reasons that this information could negatively impact its future contract negotiations, merger and acquisition discussions, and financing discussions. Pl. Mot. Redact. 8; see also In re Electronic Arts, Inc. ,
Plaintiff similarly provides no basis upon which the Court can determine that Plaintiff's dealings with customers and technical information-as discussed in the hearing-would cause it harm or be used for an improper motive. See Pl. Mot. Redact 8. While the Court acknowledges that the information may be sensitive business and technical information, Plaintiff has not indicated how this information, which was described in very general terms, could be used for an improper or harmful business purpose. For example, Plaintiff asks the Court to redact what it admits is a high-level outline of the content of the Scope of Services papers at issue in the motion because it "describes and relates to [Plaintiff's] confidential information." Pl. Reply Mot. Redact 5. Plaintiff, however, does not indicate how this description could cause harm to Plaintiff. The fact Plaintiff considers the document summarized to be confidential *973is not, alone, a compelling reason to redact this information. Similarly, there is no evidence to suggest that whether Plaintiff or a customer served as the merchant of record in various instances could be used for an improper purpose or cause harm. Pl. Mot. Redact 7-8; Pl. Reply Mot. Redact 5.
In sum, Plaintiff has not sufficiently demonstrated a compelling reason to restrict the public's access to this judicial record. The hearing proceeded in open court, and both parties were aware that the information Plaintiff seeks to redact was likely to be discussed at the hearing. In addition, instead of providing the Court with a factual basis on which to base its decision, Plaintiff generally asserts that it considers this information to be confidential and provides speculative allegations of harm that could result to itself and third parties. The Court cannot rely on hypothesis and conjecture in sealing a judicial record. Accordingly, except for redactions pertaining to Plaintiff's interest rates, the Court denies Plaintiff's motion to redact the hearing transcript from December 18, 2017.
II. Sealing Portions of the Court's Opinion & Order
Plaintiff also seeks to redact from the Court's February 12, 2018, Opinion and Order a two-paragraph discussion and footnote broadly describing the parties' dispute over and Plaintiff's expert's discussion of the location of the e-wallet in various documents. Pl. Mot. Seal 2. Here, too, the Court finds that the compelling reason standard applies to Plaintiff's request. First, the Opinion that the parties seek to redact is a judicial record-not merely a document attached to a nondispositive motion. See Kamakana ,
Applying this standard, the Court again finds that Plaintiff has not provided compelling reasons to support its requested redactions. Plaintiff asserts that it "considers proprietary its information about the location of the 'e-wallet' in [its] product solution, and [it's] rationale for recommending the placement of the 'e-wallet' in the payment solution rather than the billing system." Pl. Reply Mot. Seal 3. The Court acknowledges that this is sensitive information and that the e-wallet is one part of an alleged trade secret. However, a review of the decision reveals a high-level and broad discussion of the location of the e-wallet in various documents. There is no detail or discussion of any architectural diagrams or specific information regarding the e-wallet's integration in either iteration of the payment system. Nor is there any discussion of Plaintiff's design preferences or rationale for the various placements of the e-wallet. Plaintiff has not identified for the Court how its broad discussion of the location of the e-wallet could be used for an improper business purpose or would result in the disclosure of a trade secret. Plaintiff's assertions, without more, are insufficient to restrict the public's right of access to the Court's Opinion.
*974CONCLUSION
Plaintiff's Motion to Redact [546] is GRANTED in part and DENIED in part, and Plaintiff's Motion to Seal [554] is DENIED. The Court will allow the redaction of specific interest rates. Plaintiff is instructed to file an amended list of proposed redactions that comply with this Opinion and Order within fourteen days of this Order.
IT IS SO ORDERED.
This Opinion shall not be construed as having any bearing on the underlying merits of this action.
As described below in Section II, the Court finds that the "compelling reasons" standard should apply in this case. First, the case law suggests that the good cause exception applies only to documents attached to a nondispositive motion. See Kamakana ,
Reference
- Full Case Name
- VESTA CORPORATION v. AMDOCS MANAGEMENT LIMITED and Amdocs, Inc.
- Cited By
- 2 cases
- Status
- Published