Willis Electric Co., Ltd. v. Polygroup Limited et al

Filing 367

ORDER: granting 330 Joint Motion Regarding Continued Sealing; denying 338 Joint Motion Regarding Continued Sealing. Permanent Sealing GRANTED for Document Number(s): 295, 297.Document Number(s) to be UNSEALED: 302, 311-324, 326. Order on continued sealing becomes final on 7/22/2019 unless further timely submissions are filed.(Written Opinion) Signed by Magistrate Judge Katherine M. Menendez on 6/24/2019. (BJP)

UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA
Willis Electric Co., Ltd.

Case No. 0:15-cv-3443-WMW-KMM

Plaintiff,
v.

ORDER

Polygroup Limited (Macao
Commercial Offshore), Polygroup
Macau Limited (BVI), Polytree (H.K.)
Co., Ltd.,
Defendants.

This matter is before the Court on two Joint Motions Regarding Continued
Sealing filed pursuant to District of Minnesota Local Rule 5.6. (ECF No. 330;
ECF No. 338.) Both motions address the restricted status of the Second
Amended Complaint and its exhibits. On May 1, 2019, Willis filed both a sealed
version of the Second Amended Complaint without redactions (ECF No. 302),
and a redacted version that is publicly available (ECF No. 303). Fifteen of the
twenty-one exhibits Willis attached to the Second Amended Complaint were also
filed under seal. One of the Joint Motions Regarding Continued Sealing asks the
Court to decide whether the publicly available Second Amended Complaint
should remain redacted or whether Willis can publicly file its unredacted version
of the pleading and the fifteen exhibits at issue. (ECF No. 338.) The other Joint
Motion Regarding Continued Sealing asks the Court to decide whether a
Proposed Second Amended Complaint and a redline version of the same should
be publicly available as well. (ECF No. 330.) Willis argues that the documents
should be unsealed because they are judicial records to which the public has a
presumptive right of access. Polygroup argues that the documents should remain
sealed because they contain commercially and competitively sensitive business
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information. For the reasons set forth below, the Court concludes that most, but
not all, of the documents should be publicly available.
Legal Standard
“There is a common-law right of access to judicial records.” IDT Corp. v.

eBay, 709 F.3d 1220, 1222–23 (8th Cir. 2013). This right of access is subject to
limits, and a court evaluating whether a judicial record should remain sealed
must weigh competing interests. Id. The court must evaluate the degree to
which sealing would interfere with the interests served by public access and
balance that against the legitimate interests served by maintaining
confidentiality. Id. at 1223. When conducting this analysis, “‘the weight to be
given the presumption of access must be governed by the role of the material at
issue in the exercise of Article III judicial power and resultant value of such
information to those monitoring the federal courts.’” Id. at 1224. In other words,
the public’s interest is stronger when the sealed items implicate a district court
judge’s exercise of Article III power in deciding a dispositive motion on the
merits. Krueger v. Ameriprise Fin., Inc., No. 11-cv-2781 (SRN/JSM), 2014 WL
12597948, at *8 (D. Minn. Oct. 14, 2014) (“[N]on-merits based motions (e.g.
non-dispositive discovery motions), generally heard by magistrate judges (i.e.
Article I judges), are afforded a lower or weaker presumption of public access
than proceedings involving a district court judge’s exercise of his or her Article
III powers over the merits of the case and where the judge relied on those
documents for merit-based decisions.”), aff’d, No. 11-cv-2781 (SRN/JSM), 2015
WL 224705 (D. Minn. Jan. 15, 2015)).
Analysis
Because both joint motions regarding continued sealing in this case
ultimately concern the degree of public access that is appropriate for Willis’s
Second Amended Complaint and the attached exhibits, the first question is
whether these documents are “judicial records” to which a presumption of public
access applies. The Court readily finds that they are. See IDT Corp., 709 F.3d at
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1223 (noting “a modern trend in federal cases to treat pleadings in civil litigation
... as presumptively public, even when the case is pending before judgment”).
These documents describe the basis for Willis’s claims that Polygroup infringes
its patents and has engaged in unlawful, anticompetitive activity. They are not
materials filed in support of a non-dispositive motion with only a tangential
bearing on the merits. Krueger, 2014 WL 12597948 at *4 (citing Melaleuca, Inc.

v. Bartholomew, No. 12-cv-216, 2012 WL 5941690, at *1 (D. Idaho Nov. 27,
2012) (“The public does not have the same need for access to court records
attached to non-dispositive motions because those records are often only
tangentially related to the underlying suit.”)).
The Second Amended Complaint and Exhibits G–U also directly implicate
the exercise of the District Court Judge’s exercise of her Article III powers.
Polygroup has filed a motion to dismiss several claims from Willis’s Second
Amended Complaint for failure to state a claim. Specifically, Polygroup contends
that Willis’s newly added antitrust, tort, and common-law claims regarding
alleged anticompetitive conduct should be dismissed for failure to state a claim
pursuant to Fed. R. Civ. P. 12(b)(6). (See ECF No. 333 (presenting Polygroup’s
arguments for dismissal of Willis’s claims of anticompetitive conduct on the
merits).) The Second Amended Complaint and its exhibits bear directly on the
District Court’s consideration of the merits of several of Willis’s claim. As a
result, the public’s interest in having these materials available is strong.
Nevertheless, “[t]he presumption of public access to judicial records may
be overcome if the party seeking to keep the records under seal provides
compelling reasons for doing so.” Krueger, 2014 WL 12597948, at *8 (citing

Healey v. I-Flow, LLC, 282 F.R.D. 211, 215 (D. Minn. 2012)). Polygroup asserts
that its interests in maintaining secrecy of the information implicated by the
Second Amended Complaint and Exhibits G-U outweigh the public’s interest in
having access to these judicial records because they contain Polygroup’s
“confidential, commercially sensitive and competitively sensitive business

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information....”1 (ECF No. 338 at 2.) As explained below, the Court concludes
that Polygroup’s interests in maintaining secrecy of these documents are
outweighed by the public’s strong interest in access.
There are 267 numbered paragraphs in the pleading; 81 of those are fully
redacted and two are partially redacted. These redactions correspond to
information found in Exhibits G–U. Those Exhibits, which form the basis of
Willis’s newly introduced claims that Polygroup engaged in anticompetitive
activity, consist of email communications among Polygroup personnel and with
another competitor in the artificial Christmas tree market. In its Second
Amended Complaint, Willis alleges that these documents demonstrate the
existence of an illegal anticompetitive agreement. Though the Court does not
comment on the viability of Willis’s claims or the strength of Polygroup’s motion
to dismiss, when the information in the exhibits and the Second Amended
Complaint is read favorably to Willis’s position, it is admittedly not particularly
flattering for Polygroup. But the fact that communications may be unflattering
does not warrant their sealing. The email chains and corresponding allegations
in the Second Amended Complaint do not contain the type of commercially or
competitively sensitive information for which continued sealing is appropriate.
For example, neither the redacted paragraphs in the pleading or the email
strings themselves include formulae, proprietary technical data, customer lists,
or financial information that might warrant continued sealing. Meanwhile,
Polygroup is asking the District Court to consider these materials and reach a
decision whether they plausibly show that Polygroup engaged in prohibited
conduct. Regardless of how the District Court rules, the public has an interest in

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Polygroup also argues that this Court “has already ruled that this
information should remain under seal” when ruling on previous joint motions
regarding continued sealing in this case. (ECF No. 338 at 2–3.) However, none of
the previous joint motions regarding continued sealing have involved materials
related to a merits-based motion like the pending motion to dismiss. Therefore,
the Court’s prior rulings offer scant guidance on the balancing test to be
conducted here.
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seeing the information so that citizens can “evaluate the reasonableness and
fairness of [these] proceedings....” IDT Corp., 709 F.3d at 1222.
For these reasons, the Joint Motion Regarding Continued Sealing
concerning documents filed under temporary seal in connection with the Second
Amended Complaint and Exhibits G–U (ECF No. 338) is DENIED. The Clerk’s
Office is directed to unseal the following documents within 28 days after the
issuance of this Order unless a timely motion for further consideration is filed:
ECF Nos. 302, 311–324, 326.
The Joint Motion Regarding Continued Sealing concerning documents filed
under temporary seal in connection with the Stipulation to Filing of Second
Amended Complaint (ECF No. 330) presents a different question. The stipulation
and accompanying documents comprise a joint request that the Court adopt the
parties’ agreement that Willis could file an amended pleading pursuant to Federal
Rule of Civil Procedure 15(a)(2), which allows a party to “amend its pleading
with the opposing party’s written consent.” Neither the stipulation nor the
Court’s adoption of the parties’ proposed order involved any consideration of the
merits of any claims. Because no judge exercised decision-making judicial
power, the public’s interest in seeing these documents is weaker. Moreover,
given the Court’s ruling above and the nature of the temporarily sealed
documents at issue in this Joint Motion, ordering them unsealed is unnecessary.
The temporarily sealed documents include a proposed version of the Second
Amended Complaint before it was officially filed and a redline version of the
same showing the changes from the previous operative pleading. (ECF Nos. 295,
297.) Because the Court has ordered that the Second Amended Complaint itself
be unsealed, along with the accompanying Exhibits G–U, unsealing the proposed
pleading and the redline version is unnecessary. Accordingly, this Joint Motion
(ECF No. 330) is GRANTED and the Clerk is directed to keep these documents
sealed: ECF Nos. 295, 297.
IT IS SO ORDERED
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Date: June 24, 2019

s/Katherine Menendez
Katherine Menendez
United States Magistrate Judge

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