Waymo LLC v. Uber Technologies, Inc. et al
Filing
550
ORDER by Magistrate Judge Jacqueline Scott Corley granting in part and denying in part #444 Administrative Motion to File Under Seal; granting in part and denying in part #458 Administrative Motion to File Under Seal; granting in part and denying in part #510 Administrative Motion to File Under Seal; granting in part and denying in part #523 Administrative Motion to File Under Seal. (ahm, COURT STAFF) (Filed on 6/5/2017)
Case 3:17-cv-00939-WHA Document 550 Filed 06/05/17 Page 1 of 4
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UNITED STATES DISTRICT COURT
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NORTHERN DISTRICT OF CALIFORNIA
United States District Court
Northern District of California
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WAYMO LLC,
Plaintiff,
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Case No.17-cv-00939-WHA (JSC)
v.
UBER TECHNOLOGIES, INC., et al.,
Defendants.
ORDER GRANTING IN PART AND
DENYING IN PART
ADMINISTRATIVE MOTIONS TO
FILE UNDER SEAL
Re: Dkt. Nos. 444, 458, 510, 523
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Discovery in this action has been referred to the undersigned magistrate judge. The parties
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have sought to file portions of their discovery related motions and exhibits thereto under seal. This
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Order addresses the parties’ administrative motions to file under seal filed in connection with Plaintiff
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Waymo LLC’s motion to compel production of withheld documents. (Dkt. No. 321.) After carefully
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considering the parties’ submissions, the motions are GRANTED in part and DENIED in part for the
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reasons set forth below.
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DISCUSSION
There is a presumption of public access to judicial records and documents. Nixon v. Warner
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Commc’ns, Inc., 435 U.S. 589, 597 (1978). “It is well-established that the fruits of pre-trial discovery
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are, in the absence of a court order to the contrary, presumptively public. [Federal Rule of Civil
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Procedure] 26(c) authorizes a district court to override this presumption where ‘good cause’ is shown.”
Case 3:17-cv-00939-WHA Document 550 Filed 06/05/17 Page 2 of 4
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San Jose Mercury News, Inc. v. U.S. Dist. Ct., 187 F.3d 1096, 1103 (9th Cir. 1999). Sealing is
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appropriate only where the requesting party “establishes that the document, or portions thereof is
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privileged or protectable as a trade secret or otherwise entitled to protection under the law.” N.D. Cal.
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Civ. L.R. 79–5(a). A party must “narrowly tailor” its request to sealable material only. Id.
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Plaintiff filed three administrative motions to seal in connection with the motion to
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compel. (Dkt. Nos. 444, 458, 523.) For each motion, Plaintiff seeks sealing of documents
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designated as confidential by Defendant Uber. Under Civil Local Rule 79-5(e)(1) Defendant was
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therefore required within “4 days of the filing of the Administrative Motion to File Under Seal...
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[to file] a declaration as required by subsection 79-5(d)(1)(A) establishing that all of the
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designated material is sealable.” Defendant has also filed a motion to seal. (Dkt. No. 510.)
A.
United States District Court
Northern District of California
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Plaintiff’s Reply Brief and Exhibits thereto (Dkt. No. 444)
Defendant’s Motion to Seal the Term Sheet (Dkt. No. 510)
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Plaintiff filed an administrative motion to file under seal portions of its Reply in Support of
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its Motion to Compel Production of Withheld Documents (“Reply Brief) and Exhibits 9-11 of the
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Declaration of Patrick Schmidt (“Schmidt Decl.”). (Dkt. No. 444.) Exhibit 9 is the February 22,
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2016 Term Sheet (Dkt. No. 444-5), Exhibit 10 is an “Indemnification Agreement” (Dkt. No. 444-
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6), and Exhibit 11 is entitled Exhibit A “Post-Signing Specified Bad Acts.” (Dkt. No. 444-7.)
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Defendant submitted a declaration in support of the request for sealing arguing that portions of the
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Reply and Exhibit 9, as well as the entirety of Exhibits 10 and 11, contain highly sensitive
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business information that Uber’s competitors could use to its detriment. (Dkt. No. 488 at 2-31.)
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Defendant argues that if such information were made public, Uber’s competitive standing could be
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harmed. (Id.) In addition, Defendant argues that portions of Exhibit 9 discuss Uber’s propriety
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designs and market strategy information. (Id. at 3.)
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Following the hearing on Plaintiff’s motion to compel, the Court Ordered Defendant to file an
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unredacted version of the February 22, 2016 Term Sheet. (Dkt. No. 509.) Defendant has done so and
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seeks leave to file the entire document under seal, even though it did not seek to seal the entire
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Record citations are to material in the Electronic Case File (“ECF”); pinpoint citations are to the
ECF-generated page numbers at the top of the documents.
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Case 3:17-cv-00939-WHA Document 550 Filed 06/05/17 Page 3 of 4
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document in connection with Plaintiff’s Reply Brief. (Dkt. Nos. 488, 510.) Defendant contends that
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sealing is appropriate because the Term Sheet “contains non-public, highly confidential
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information relating to acquisition agreements of Uber, including highly confidential business
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information relating to Uber’s (a privately held corporation) corporate structure and highly
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confidential information relating to terms of the agreements.” (Dkt. No. 510 at 2.) Defendant
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argues that this information “could be used by competitors to Uber’s detriment, including in the
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context of negotiating business deals.” (Id.) Finally, Defendant argues that the Term Sheet
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“discusses Uber’s proprietary and highly confidential designs for Uber’s custom LiDAR system
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and Uber’s detailed market strategy information,” and that if such information were available to
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the public, “Uber’s competitive standing could be significantly harmed.” (Id.)
United States District Court
Northern District of California
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At a minimum, the Court will not seal the portions of the Term Sheet that Uber did not
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seek to seal in connection with Waymo’s Reply Brief, as those portions of the Term Sheet are
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already public. (Dkt. No. 488-1.) To the extent Uber seeks to seal these previously disclosed
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portions, the motion is DENIED.
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In addition, the Court has reviewed the Term Sheet and concludes that it contains some
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confidential business information for which sealing is appropriate; however, Exhibit C to the Term
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Sheet is squarely relevant to the issues presently before the Court and Uber has not demonstrated
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good cause to seal the exhibit. This information does not reveal Uber’s confidential corporate
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structure, is not marketing strategy, and is not technical. And Defendant’s declaration in support
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of sealing does not explain how any of the information in Exhibit C could be used by Uber’s
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competitors in the context of negotiating business deals.
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Accordingly, the Court:
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1. DENIES sealing of any portion of the Term Sheet which Uber previously publicly filed
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(Dkt. No. 488-1);
2. DENIES sealing of Exhibit C to the Term Sheet and its Attachments except for the
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following which may be sealed: (1) the indented paragraph on page 2 beginning with “If the
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Closing occurs . . . .” (Dkt. No. 510-3 at 51); and (2) the timing referenced in the last paragraph
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on the same page;
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3.
GRANTS sealing of the remainder of the Term Sheet; and
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DENIES sealing of Exhibits 10 and 11 and the redacted portions of the Reply brief.
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B.
Plaintiff’s May 17, 2017 Letter Brief and Exhibit 1 thereto (Dkt. No. 458)
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Plaintiff also filed a motion to file under seal portions of its May 17, 2017 letter brief
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opposing Defendants’ Request to File a Sur-Reply in Opposition to Waymo’s Motion to Compel
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(“Letter Brief”) and Exhibit 1 thereto. (Dkt. No. 458.) Defendant filed a declaration in support of
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Plaintiff’s administrative motion arguing that portions of these documents contain confidential,
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sensitive business information that could be used to Uber’s detriment by its competitors. (Dkt.
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No. 489.) The confidential business information refers to the same “bad acts” indemnification that
the Court declines to seal in connection with the February 22, 2016 Term Sheet. The motion to
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United States District Court
Northern District of California
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seal is therefore DENIED.
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3) Plaintiff’s Supplemental Brief in Support of the Motion to Compel (Dkt. No. 523)
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Plaintiff filed an administrative motion to file under seal portions of its Supplemental Brief
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in Support of its Motion to Compel Production of Withheld Documents (“Supplemental Brief”)
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and Exhibits 12-13 of the Schmidt Decl. (Dkt. No. 523.) Defendant has not yet filed a declaration
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in support of sealing and has until June 5 to do so. The Court will therefore address this motion to
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seal by separate order.
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CONCLUSION
For the reasons stated above, the parties’ administrative motions to file under seal are
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GRANTED in part and DENIED in part. The parties shall file public versions of their briefs and
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exhibits consistent with this Order by no later than June 12, 2017. See N.D. Cal. Civ. L.R. 79-5(f)(3).
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This Order disposes of Docket Nos. 444, 458 and 510.
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IT IS SO ORDERED.
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Dated: June 5, 2017
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JACQUELINE SCOTT CORLEY
United States Magistrate Judge
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