Marigrove, Inc. v. Pinto
Opinion of the Court
Marigrove, Inc., Cave Creek Holdings, Corp., and Cel-Air Incorporated appeal the district court’s order affirming in part and reversing in part the bankruptcy court’s order on their motion to unseal. The underlying action is a Chapter 15 bankruptcy action, an ancillary action to assist foreign insolvency proceedings. The
Under the Bankruptcy Code, any paper filed in a bankruptcy action is public record and open to examination. 11 U.S.C. § 107(a). Some categories of information, however, are specifically excluded from the public record and must be protected by a bankruptcy court. See 11 U.S.C. § 107(b). At issue in this appeal is the statutory exclusion to “protect an entity with respect to a trade secret or confidential research, development, or commercial information.” 11 U.S.C. § 107(b)(1). The Trustee argues that the documents should remain sealed because they reflect the Trustee’s confidential research into the allegedly misappropriated assets of the debtor. The Appellants argue that the statutory exception for confidential research applies only to proprietary commercial confidential research. We find no support in the statute for the Appellants’ interpretation.
Subsection (b)(1) unambiguously identifies two categories of information worthy of exclusion from’ the public record. The first category is “a trade secret.” Id. Separated from “a trade secret” by the disjunctive conjunction “or,” the second category is “confidential research, development, or commercial information.” Id. The natural reading of this second category yields a list of three items: (1) confidential research, (2) confidential development, and (3) confidential commercial information. Under no circumstances could the second category be properly read as (1) confidential commercial research, (2) confidential commercial development, or (3) confidential commercial in
The Appellants also argue that the bankruptcy court failed to identify a compelling interest to seal the documents. Section 107(b), however, does not require the bankruptcy court to find a compelling interest or even good cause.
Having held that confidential research need not be commercial under 11 U.S.C. § 107(b) and that a finding of good cause is not required, we see no abuse of discretion in the bankruptcy court’s decision to preserve the seal.
AFFIRMED.
. After the parties filed their briefs in this appeal, the bankruptcy court unsealed many of the documents at issue. As to those unsealed documents, this appeal is moot. This opinion is relevant only to the six documents that remain sealed under the bankruptcy court’s order dated December 22, 2015.
. The bankruptcy court’s "gag order” is not under review, and we therefore express no opinion on the propriety of that order.
. “When reviewing an order of the district court entered in its role as an appellate court reviewing the bankruptcy court’s decision, this Court independently examines the factual and legal determinations of the bankruptcy court, applying the same standards of review as the district court. Generally, we review de novo any determinations of law, whether by the bankruptcy court or district court.” In re FFS Data, Inc., 776 F.3d 1299, 1303 (11th Cir. 2015). As did the district court, we review the bankruptcy court's order for abuse of discretion. See Chicago Tribune Co. v. Bridgestone/Firestone, Inc,, 263 F.3d 1304, 1309 (11th Cir. 2001),
. The statutes that Appellants cite, 11 U.S.C. §§ 1521, 1522, relate to a bankruptcy court's authority to permit discovery in a Chapter 15 action, but the propriety of the bankruptcy court’s orders permitting discovery under seal and "gag order” are not before us.
. The Appellants argue that, by failing to notify them of the Trustee’s original motion to seal, the bankruptcy court violated Federal Rule of Bankruptcy Procedure 9018. This argument lacks merit, Under Rule 9018, a bankruptcy court can seal documents protected by 11 U.S.C. § 107(b) “[o]n motion or on its own initiative, with or without notice....” Fed. R. Bankr.P. 9018 (emphasis added).
Reference
- Full Case Name
- In re TRANSBRASIL S.A. LINHAS AEREAS, Debtor. Marigrove, Inc., Cave Creek Holdings, Corp., Cel-Air Incorporated v. Gustavo Henrique Sauer De Arruda Pinto, Alfredo Luiz Kugelmas
- Status
- Published