JMA Ventures, LLC et al v. Starwood Hotels and Resorts Worldwide Inc.

Filing 38

ORDER by Judge James Donato re 36 , 37 Administrative Motion to File Under Seal. (jdlc1S, COURT STAFF) (Filed on 7/15/2016)

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UNITED STATES DISTRICT COURT

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NORTHERN DISTRICT OF CALIFORNIA

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JMA VENTURES, LLC, et al.,
Plaintiffs,

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ORDER ON MOTION TO SEAL

v.

Re: Dkt. Nos. 36, 37

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STARWOOD HOTELS AND RESORTS
WORLDWIDE INC.,

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United States District Court
Northern District of California

Case No. 16-cv-01941-JD

Defendant.

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On June 30, 2016, the Court lifted the sealing order in this case going forward, Dkt. No.

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34, and gave the parties an opportunity to establish what portions, if any, of the record should

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remain under seal. Defendant Starwood Hotels and Resorts Worldwide, Inc. (“Starwood”) has

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filed an administrative motion to seal portions of the complaint and motion to dismiss. Dkt. No.

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37. The Court grants the motion.

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Because the motion to dismiss the complaint is potentially dispositive of this case,

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Starwood acknowledges that it must provide “compelling reasons” to overcome the “strong

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presumption of access to judicial records” for dispositive motions. See Kamakana v. City and

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County of Honolulu, 447 F.3d 1172, 1178-79 (9th Cir. 2006) (internal quote omitted). Under Civil

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Local Rule 79-5, Starwood needs to show that a “document, or portions thereof, are privileged,

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protectable as a trade secret or otherwise entitled to protection under the law,” i.e., is “sealable.”

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Civil L.R. 79-5(b). The sealing request must also “be narrowly tailored to seek sealing only of

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sealable material.” Id. When ordering sealing in this context, the district court must “articulate

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the rationale underlying its decision to seal.” Apple Inc. v. Psystar Corp., 658 F.3d 1150, 1162

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(9th Cir. 2011).

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Starwood has narrowly tailored its request so that only those limited portions of the

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complaint, motion, and attachments that refer to specific financial information and terms of the

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will be sealed. Specifically, it seeks to seal “information that relates to valuations of the hotel

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property” at issue in the case, including “proposed financial terms” of the deal. Dkt. No. 37 at 2.

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The request is accompanied by a declaration from Cynthia Potter, a Vice-President of Real Estate

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Investment Management at Starwood, who states why Starwood considers these particular

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financial terms to be trade secrets and how exposure of these details could disadvantage Starwood

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in negotiations that are key to its current business plan. See Dkt. No. 37-1 ¶¶ 2, 6-15. The Court

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is satisfied that Starwood has demonstrated compelling reasons to seal its hotel valuation and
financial information, as detailed in the attached table, and as reflected in the redacted copies of

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United States District Court
Northern District of California

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the complaint, motion, and attachments filed at Dkt. No. 37-2.
CONCLUSION

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Pursuant to Civil Local Rule 79-5(f)(3), the parties should file redacted versions of any

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documents affected by this order within 7 days. By that deadline, the parties should also file a

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short statement listing every document in the record currently under seal (Dkt. Nos. 1-33), indicate

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whether a redacted copy has been filed, and if so, provide the docket number of the redacted

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version. After receipt of this document, the Court will order the Clerk of Court will remove all

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confidentiality restrictions on those documents for which no redacted copy was filed.

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IT IS SO ORDERED.
Dated: July 15, 2016

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JAMES DONATO
United States District Judge

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79-5(d)(B) TABLE OF REDACTIONS

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Document
Plaintiffs’
Complaint
(also attached as
Ex. 1 to Macklin
Declaration i/s/o
Starwood’s
Motion to
Dismiss)

Portion to be
Sealed

The price term reflects a trade
secret held by Starwood the
disclosure of which puts
Starwood at a significant
competitive disadvantage in
future negotiations for the sale
of this and other properties.

Granted

¶ 24, clause
following
“error and” to
end of the
sentence

The financial term relates to
the price term and therefore
reflects a trade secret held by
Starwood the disclosure of
which puts Starwood at a
significant competitive
disadvantage in future
negotiations for the sale of this
and other properties.

Granted

¶ 26, clause
following
“errors and”
to end of the
sentence

The financial term relates to
the price term and therefore
reflects a trade secret held by
Starwood the disclosure of
which puts Starwood at a
significant competitive
disadvantage in future
negotiations for the sale of this
and other properties.
The financial terms relate to
the price term and therefore
reflects a trade secret held by
Starwood the disclosure of
which puts Starwood at a
significant competitive
disadvantage in future
negotiations for the sale of this
and other properties.
The price term reflects a trade
secret held by Starwood the
disclosure of which puts
Starwood at a significant
competitive disadvantage in
future negotiations for the sale
of this and other properties.

Granted

United States District Court
Northern District of California

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Fn 2

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Court Decision

¶ 19, price
term

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Harm from Disclosure

¶ 44, price
term

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3

Granted

Granted

¶ 47, price
terms

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¶ 49, clause
following “in
addition to” to
end of
sentence

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¶ 50,
“including” to
end of
sentence

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United States District Court
Northern District of California

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¶ 58, Term
Sheet
provision

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Complaint Ex. B:
“Term Sheet”
(also attached as
Ex. 1 to Macklin
Declaration i/s/o
Starwood’s
Motion to
Dismiss)

“Purchase
Price”
provision, p. 2

The price terms reflect trade
secrets held by Starwood the
disclosure of which puts
Starwood at a significant
competitive disadvantage in
future negotiations for the sale
of this and other properties.
The financial terms relate to
the price term and therefore
reflect a trade secret held by
Starwood the disclosure of
which puts Starwood at a
significant competitive
disadvantage in future
negotiations for the sale of this
and other properties.
The financial terms relate to
the price term and therefore
reflect a trade secret held by
Starwood the disclosure of
which puts Starwood at a
significant competitive
disadvantage in future
negotiations for the sale of this
and other properties.
The provision reflects financial
terms and is a trade secret held
by Starwood the disclosure of
which puts Starwood at a
significant competitive
disadvantage in future
negotiations for the sale of this
and other properties.
The financial term reflects a
trade secret held by Starwood
the disclosure of which puts
Starwood at a significant
competitive disadvantage in
future negotiations for the sale
of this and other properties.

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Granted

Granted

Granted

Granted

Granted

“Earnest
Money”, p. 2,
deposit
amounts

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First full
provision, p. 3

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United States District Court
Northern District of California

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Memorandum of
Law i/s/o
Starwood’s
Motion to
Dismiss

4:24-5:2,
Term Sheet
provision

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5:4-8, Term
Sheet
provision

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17:11, price
term

These deposit amounts relate to
the price term and therefore
reflect a trade secret held by
Starwood the disclosure of
which puts Starwood at a
significant competitive
disadvantage in future
negotiations for the sale of this
and other properties.
The provision reflects financial
terms and is a trade secret held
by Starwood the disclosure of
which puts Starwood at a
significant competitive
disadvantage in future
negotiations for the sale of this
and other properties.
This is an excerpt from a
provision that reflects financial
terms and is a trade secret held
by Starwood the disclosure of
which puts Starwood at a
significant competitive
disadvantage in future
negotiations for the sale of this
and other properties.
This is an excerpt from a
provision that reflects financial
terms and is a trade secret held
by Starwood the disclosure of
which puts Starwood at a
significant competitive
disadvantage in future
negotiations for the sale of this
and other properties.
The price term reflects a trade
secret held by Starwood the
disclosure of which puts
Starwood at a significant
competitive disadvantage in
future negotiations for the sale
of this and other properties.

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Granted

Granted

Granted

Granted

Granted

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18:5, price
term

The price term reflects a trade
secret held by Starwood the
disclosure of which puts
Starwood at a significant
competitive disadvantage in
future negotiations for the sale
of this and other properties.

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United States District Court
Northern District of California

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Granted