MEDai, Inc. v. Quantros, Inc.
Filing
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ORDER granting 32 Motion to Seal Document. See Order for additional information. Signed by Judge Roy B. Dalton, Jr. on 6/29/2012. (HH)
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
ORLANDO DIVISION
MEDAI, INC.,
Plaintiff,
v.
Case No. 6:12-cv-840-Orl-37GJK
QUANTROS, INC.,
Defendant.
________________________________/
ORDER
This cause is before the Court on the parties’ Unopposed Motion to Seal and
Incorporated Memorandum of Law (“Motion”), filed on June 25, 2012. (Doc. No. 32.)
The parties request to have Quantros, Inc. (“Defendant”)’s “Product Licensing
Agreement with [MEDAI, Inc. (“Plaintiff”),] including the written extension of the Product
Licensing Agreement,” filed under seal. (See id. at p. 1.)
In this district, a party seeking to file under seal must first comply with the
procedural requirements set forth in the Middle District of Florida’s Local Rules. The
party must file a motion to seal, identifying and describing each item proposed for
sealing. M.D. Fla. R. 1.09. The motion must also include: (1) the reason that filing
each item is necessary; (2) the reason that sealing each item is necessary; (3) the
reason that a means other than sealing is unavailable or unsatisfactory to preserve the
interest advanced by the movant in support of the seal; (4) the proposed duration of
the seal; and (5) a memorandum of legal authority supporting the seal. Id.
The parties clearly identify the items to be sealed: the “Product Licensing
Agreement between Defendant and Plaintiff dated April 14, 2006 and made effective
March 31, 2006 and the written extension of the Product Licensing Agreement entered
into on January 19, 2010 and made effective October 1, 2009”1 (collectively, “the
Agreement”). (Doc. No. 32, p. 2.) They also describe the page lengths and describe
the exhibits attached to each document.
Next, the parties represent to the Court that the Agreement is “necessary for
Plaintiff to properly lay out its case for a preliminary injunction against Defendant.” (Id.)
For example, the Agreement serves as an exhibit to at least one affidavit filed in
support of Plaintiff’s Motion for Preliminary Injunction. (See id.) It is also “central” to
the Affirmative Defenses to the Complaint and Counterclaims (Doc. No. 20) Defendant
has already filed in this case. The parties maintain that sealing the Agreement is
“essential to properly protect the confidential and proprietary information contained
within this document.” (Id. at p. 3.) The terms of the Agreement expressly state that
it is to remain confidential, such that “Plaintiff would be in breach of the Agreement
itself if it were to file this document outside of the protections of a seal.” (Id.) The
parties contend that publicizing the information contained in the Agreement may
“destroy” the “competitive advantage to Plaintiff and Defendant that comes with
keeping such information confidential.” (Id.)
Finally, the parties assert that the only way to keep the Agreement confidential,
while also allowing the Court to review it, is to file it under seal. (Id.) They request the
1
It is unclear why the date the “written extension of the Product Licensing Agreement”
was “entered into” (January 19, 2010) postdates the date it was “made effective” (October
1, 2009). Nevertheless, the parties describe the “written extension” as a “nine-page”
agreement between the parties. The Court is satisfied that it will be able to identify the
document even if the dates differ from those stated in the Motion. (See Doc. Np. 32, p. 2.)
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Agreement be sealed for the duration of the lawsuit and any subsequent appeal,
maintaining that “good cause exists to extend the typical one year limit on a seal.” (Id.)
Based on the foregoing, the Court finds that Local Rule 1.09 has been satisfied.
In addition to determining whether the parties have complied with Local Rule
1.09, the Court must consider the “common-law right” of the public to “inspect and
copy judicial records.” See In re Alexander Grant & Co. Litig, 820 F.2d 352, 255 (11th
Cir. 1987) (per curiam) (citations omitted). “The operations of the courts and the
judicial conduct of judges are matters of utmost public concern, and the common-law
right of access to judicial proceedings, an essential component of our system of
justice, is instrumental in securing the integrity of the process.” Romero v. Drummond
Co., 480 F.3d 1234, 1245 (11th Cir. 2007). The filing of documents under seal is
generally disfavored by the Court.
A party may overcome the “common-law right of access” if it is able to show that
good cause exists. Graphic Packaging, Int’l v. C.W. Zumbiel, No. 3:10-cv-891, 2010
WL 6790538, at *1 (M.D. Fla. Oct. 28, 2010). To determine whether a party has met
this burden, the Court must balance the right of access against the party’s interest in
keeping the information confidential. See Romero, 480 F.3d at 1246. The Eleventh
Circuit has instructed:
In balancing the public interest in accessing court documents against a
party’s interest in keeping the information confidential, courts consider,
among other factors, whether allowing access would impair court
functions or harm legitimate privacy interests, the degree of and
likelihood of injury if made public, the reliability of the information,
whether there will be an opportunity to respond to the information,
whether the information concerns public officials or public concerns, and
the availability of a less onerous alternative to sealing the documents.
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Id. (citations omitted).
Upon conducting this balancing test, courts have found that “a company’s interest
in the privacy of its financial records and the terms of confidential agreements . . . often
outweigh the public right of access.” Graphic Packaging, 2010 WL 6790538, at *2.
Indeed, the Eleventh Circuit has recognized that “[a] party’s privacy or proprietary interest
in information sometimes overcomes the interest of the public in accessing the
information.” Romero, 480 F.3d at 1246. The Court finds that this is one such time.
The likelihood of injury to the parties if the Agreement is placed into the public
domain is great, and filing it under seal would protect their confidential information from
unnecessary exposure to their competitors. See U.S. ex rel. Greg Westfall, et al. v. Axiom
Worldwide, Inc., et al., No. 8:06-cv-571, 2008 U.S. Dist. Lexis 104725, at *12 (M.D. Fla.
Dec. 19, 2008). Further, the information contained in the Agreement is not related to
“public officials or public concerns,” and there is not a “less onerous” alternative to sealing
the documents that would ensure its contents remain confidential while allowing the Court
to review it as necessary to reach a decision on the merits. See Romero, 480 F.3d at
1246. For these reasons, and because the parties have complied with Local Rule 1.09,
the Court finds that sealing the Agreement is appropriate.
CONCLUSION
It is hereby ORDERED AND ADJUDGED:
1)
The parties’ Unopposed Motion to Seal and Incorporated
Memorandum of Law (Doc. No. 32) is GRANTED.
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2)
The parties are directed to deliver the Agreement, as it is described
in this Order, to the Clerk’s Office at the US. Courthouse, 401 West
Central Boulevard in Orlando, Florida on or before Friday, July 6,
2012.
3)
The documents shall remain under seal for the pendency of this
action, including any appeals, or until further Order.
4)
At the conclusion of this action, including any appeals, the parties
shall move to have the Agreement returned to their possession.
DONE AND ORDERED in Chambers in Orlando, Florida, on June 29, 2012.
Copies:
Counsel of Record
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