Irving Firemen's Relief & Retirement Fund v. Uber Technologies et al

Filing 128

ORDER by Judge Haywood S. Gilliam, Jr. ON ADMINISTRATIVE ( 23 , 59 , 87 , 97 , 102 ) MOTIONS TO SEAL. (ndrS, COURT STAFF) (Filed on 8/31/2018)

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UNITED STATES DISTRICT COURT

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NORTHERN DISTRICT OF CALIFORNIA

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IRVING FIREMEN'S RELIEF &
RETIREMENT FUND,
Plaintiff,

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v.

ORDER ON ADMINISTRATIVE
MOTIONS TO SEAL
Re: Dkt. Nos. 23, 59, 87, 97, 102

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Case No. 17-cv-05558-HSG

UBER TECHNOLOGIES, et al.,

United States District Court
Northern District of California

Defendants.
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Pending before the Court are administrative motions to seal various documents filed by

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Defendant Uber Technologies (“Uber”) and Plaintiff Irving Firemen’s Relief and Retirement

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Fund’s (“Irving”) pursuant to Civil Local Rule 79-5. Dkt. Nos. 23, 59, 87, 97, 102. The Court

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GRANTS the parties’ motions.

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I.

LEGAL STANDARD
Courts generally apply a “compelling reasons” standard when considering motions to seal

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documents. Pintos v. Pac. Creditors Ass’n, 605 F.3d 665, 678 (9th Cir. 2010) (quoting Kamakana

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v. City & Cnty. of Honolulu, 447 F.3d 1172, 1178 (9th Cir. 2006)). “This standard derives from

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the common law right ‘to inspect and copy public records and documents, including judicial

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records and documents.’” Id. (quoting Kamakana, 447 F.3d at 1178). “[A] strong presumption in

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favor of access is the starting point.” Kamakana, 447 F.3d at 1178 (quotation omitted). To

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overcome this strong presumption, the party seeking to seal a judicial record attached to a

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dispositive motion must “articulate compelling reasons supported by specific factual findings that

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outweigh the general history of access and the public policies favoring disclosure, such as the

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public interest in understanding the judicial process” and “significant public events.” Id. at 1178-

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79 (quotation omitted). “In general, ‘compelling reasons’ sufficient to outweigh the public’s

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interest in disclosure and justify sealing court records exist when such ‘court files might have

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become a vehicle for improper purposes,’ such as the use of records to gratify private spite,

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promote public scandal, circulate libelous statements, or release trade secrets.” Id. at 1179

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(quoting Nixon v. Warner Commc’ns, Inc., 435 U.S. 589, 598 (1978)). “The mere fact that the

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production of records may lead to a litigant’s embarrassment, incrimination, or exposure to further

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litigation will not, without more, compel the court to seal its records.” Id.
The Court must “balance[] the competing interests of the public and the party who seeks to

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keep certain judicial records secret. After considering these interests, if the court decides to seal

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certain judicial records, it must base its decision on a compelling reason and articulate the factual
basis for its ruling, without relying on hypothesis or conjecture.” Id. Civil Local Rule 79-5

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United States District Court
Northern District of California

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supplements the compelling reasons standard set forth in Kamakana: the party seeking to file a

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document or portions of it under seal must “establish[] that the document, or portions thereof, are

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privileged, protectable as a trade secret or otherwise entitled to protection under the law . . . The

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request must be narrowly tailored to seek sealing only of sealable material.” Civil L.R. 79-5(b).

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Records attached to nondispositive motions, however, are not subject to the strong

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presumption of access. See Kamakana, 447 F.3d at 1179. Because such records “are often

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unrelated, or only tangentially related, to the underlying cause of action,” parties moving to seal

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must meet the lower “good cause” standard of Rule 26(c) of the Federal Rules of Civil Procedure.

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Id. at 1179-80 (quotation omitted). This requires only a “particularized showing” that “specific

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prejudice or harm will result” if the information is disclosed. Phillips ex rel. Estates of Byrd v.

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Gen. Motors Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002); see also Fed. R. Civ. P. 26(c).

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“Broad allegations of harm, unsubstantiated by specific examples of articulated reasoning” will

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not suffice. Beckman Indus., Inc. v. Int’l Ins. Co., 966 F.2d 470, 476 (9th Cir. 1992) (quotation

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omitted).

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II.

DISCUSSION
Several of the documents and portions of documents sought to be sealed pertain to Uber’s

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motion to dismiss. See Dkt. Nos. 23, 59, 97, 102. These documents are more than tangentially

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related to the underlying cause of action, and the Court therefore applies the “compelling reasons”
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standard to evaluate them. In addition, Uber seeks to seal much of the same information in

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relation to its motion to stay and/or bifurcate discovery. Dkt. No. 38. Because that motion is not

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dispositive of this case, the Court applies the lower “good cause” standard to evaluate this sealing

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request.

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Uber and the designating entities, non-parties New Riders LP (“New Riders”) and Morgan

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Stanley Investment Management Inc. (“Morgan Stanley”), have provided a compelling interest in

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sealing portions of these documents, elaborated in the table below, which contain confidential

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business information relating to New Riders and Morgan Stanley’s confidential partnership

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agreements. See Apple Inc. v. Samsung Elecs. Co., Ltd., No. 11-CV-01846-LHK, 2012 WL
6115623 (N.D. Cal. Dec. 10, 2012); Finisar Corp. v. Nistica, Inc., No. 13-cv-03345-BLF (JSC),

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United States District Court
Northern District of California

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2015 WL 3988132, at *5 (N.D. Cal. June 30, 2015) (observing that courts “regularly find that

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litigants may file under seal contracts with third parties that contain proprietary and confidential

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business information”); In re Qualcomm Litig., No. 3:17-CV-0108-GPC-MDD, 2017 WL

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5176922, at *2 (S.D. Cal. Nov. 8, 2017) (finding that “license agreements, financial terms, details

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of confidential licensing negotiations, and business strategies” containing “confidential business

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information” satisfied the “compelling reasons” standard in part because sealing that information

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“prevent[ed] competitors from gaining insight into the parties’ business model and strategy”).

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New Riders and Morgan Stanley submitted several detailed statements of support for Uber’s

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sealing motions explaining why the underlying documents are not public, confidential, and contain

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sensitive business information. See Dkt. Nos. 36, 67 (“Gernon Decl.”), 68, 74, 100, 106.

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Plaintiff filed oppositions to Uber’s sealing requests and the non-parties’ statements of

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support, arguing that the non-parties’ claims of competitive harm are not sufficiently compelling.

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See Dkt. Nos. 38, 69, 93, 107. The Court disagrees. The information sought to be sealed is

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disseminated only to certain investors with access to the “non-public offering of limited

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partnership interests. . . pursuant to exemptions from the requirements for public offerings under

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the Securities Act of 1933 and similar exemptions under the laws of other jurisdictions.” See

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Gernon Decl. ¶¶ 3, 7. Morgan Stanley, the issuer of these documents, “will likely continue to

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offer limited partnership interests similar to those offered by New Riders LP, and those
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competitors would likely be interested in the confidential, non-public information contained in the

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Confidential Limited Partnership Materials.” Id. ¶ 10. Furthermore, even if Plaintiff is correct

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that New Riders and Morgan Stanley may not suffer “competitive harm,” disclosure of these

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confidential documents would harm the interests of the non-parties as investments entities and

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“the third-party interests of New Riders LP’s limited partners, who acquired their limited

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partnership interests with an expectation of confidentiality and whose investment information

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Plaintiff argues should now be publicly disclosed.” See Dkt. No. 74 at 2.

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United States District Court
Northern District of California

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The various documents and portions of documents are sought to be sealed as follows:
Docket Number
Document
Portion(s) Sought to be Sealed Ruling
Public/Sealed
23-3/23-4
Uber’s Motion to
Highlighted portions of: page 1, GRANTED
Dismiss
lines 24 to 26; page 2, lines 9 to
11; page 5, lines 10 to 25, 27 to
28; page 8, lines 15 to 25, 28
Entire Document
GRANTED
No Public Version Request for Judicial
Filed/23-5
Notice, Ex. 70
Entire Document
GRANTED
No Public Version Request for Judicial
Filed/23-6
Notice, Ex. 71
Entire Document
GRANTED
No Public Version Request for Judicial
Filed/23-7
Notice, Ex. 72
59-3/59-4
Uber’s Motion to
Highlighted portions of: page 2 GRANTED
Dismiss Plaintiff’s
line 21 to page 3 line 7; page 3,
First Amended
footnote 2; page 6 lines 6 to 15
Complaint
and footnote 3; page 15 lines 21
to 22; page 16 lines 7 to 10
59-5/59-6
Uber’s Motion to Stay Highlighted portions of: page
GRANTED
and, if Necessary,
16 lines 5 to 6 and 23 to 25
Bifurcate Discovery
Entire Document
GRANTED
No Public Version Request for Judicial
Filed/59-7
Notice, Ex. 75
Entire Document
GRANTED
No Public Version Request for Judicial
Filed/59-8
Notice, Ex. 76
Entire Document
GRANTED
No Public Version Request for Judicial
Filed/59-9
Notice, Ex. 77
87-3/ 87-4
Uber’s Reply in
Highlighted portions of: page
GRANTED
Support of Its Motion 12, line 9 to line 10
to Stay and, if
Necessary, Bifurcate
Discovery
97-3/97-4
Plaintiff’s Omnibus
Highlighted portions of: page
GRANTED
Opposition to
10, lines 24 to 26; page 10, line
Defendants’ Motions
27 to page 11, line 2; page 13,
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to Dismiss the First
Amended Complaint

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102-3/102-4

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United States District Court
Northern District of California

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III.

Uber’s Reply in
Support of Its Motion
to Dismiss Plaintiff’s
First Amended
Complaint

lines 16 to 19; page 13, line 21
to page 14, line 2; and page 17,
footnote 7
Highlighted portions of: page 1,
lines 24 to 27, footnote 1; page
2, lines 1 to 4; and page 12,
lines 4 to 5

GRANTED

CONCLUSION
For the foregoing reasons, the Court GRANTS Dkt. Nos. 23, 59, 87, 97, 102. Pursuant to

Civil Local Rule 79-5(f)(1), documents filed under seal as to which the administrative motions are
granted will remain under seal. The public will have access only to the redacted versions
accompanying the administrative motions.
IT IS SO ORDERED.
Dated: 8/31/2018
______________________________________
HAYWOOD S. GILLIAM, JR.
United States District Judge

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