SOHC, Inc v. Zentis Food Solutions North America, LLC
Filing
40
OPINION AND ORDER re: 30 MOTION to Seal Unredacted Exhibits and Leave to Redact Exhibits filed by SOHC, Inc, 23 MOTION to Dismiss filed by Zentis Sweet Ovations Holding LLC, 27 CROSS MOTION to Compel Arbitr ation filed by SOHC, Inc: For the reasons stated above, SOHC's motion to compel arbitration under the Accounting Arbitration Clauses is GRANTED, and Zentis's motion to dismiss is DENIED. Further, SOHC's motion for le ave to file several exhibits in redacted form is GRANTED, and Zentis's requests to redact other exhibits and strike portions of the Complaint and certain exhibits are DENIED. The Clerk of Court is directed to terminate Docket Nos. 23, 27, and 30. Further, as there is no reason to keep the case open pending the arbitration, the Clerk of Court is directed to administratively close the case without prejudice to either party moving by letter motion to reopen the case within thirty days of the conclusion of the arbitration proceedings. (Signed by Judge Jesse M. Furman on 11/4/2014) (tn)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
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SOHC, INC.,
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Plaintiff,
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-v:
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ZENTIS SWEET OVATIONS HOLDING LLC,
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Defendant.
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11/04/2014
14-CV-2270 (JMF)
OPINION AND ORDER
JESSE M. FURMAN, United States District Judge:
Plaintiff SOHC, Inc. (“SOHC”) brings this suit against Defendant Zentis Sweet Ovations
Holding LLC (“Zentis”) to compel arbitration in front of an accounting firm. (Docket No. 2).
The question presented is who should decide whether SOHC complied with the notice
requirements for triggering such arbitration. In cross-motions, SOHC argues that the accounting
firm should decide for itself, while Zentis argues that a different arbitrator should decide. For the
reasons stated below, the Court agrees with SOHC. Accordingly, it grants SOHC‟s motion to
compel arbitration, and denies Zentis‟s motion to dismiss. In addition, the Court grants SOHC‟s
motion for leave to file certain exhibits in redacted form, and denies Zentis‟s request to strike
allegations in the Complaint and several exhibits and to redact other exhibits.
BACKGROUND
The following facts are taken from the pleadings, as well as the declarations submitted in
support of, and opposition to, the instant motions. See, e.g., Bensadoun v. Jobe-Riat, 316 F.3d
171, 175 (2d Cir. 2003) (“In the context of motions to compel arbitration . . . , the court applies a
standard similar to that applicable for a motion for summary judgment.”). The facts are
undisputed except where noted, and all inferences are drawn in Defendant‟s favor. See, e.g.,
Russell v. Mimeo, Inc., No. 08-CV-5354 (RJS), 2008 WL 6559743, at *1 (S.D.N.Y. Oct. 29,
2008) (noting that, where a motion to compel arbitration is opposed on the ground that the
parties did not agree to arbitrate, “should give the opposing party the benefit of all reasonable
doubts and inferences that may arise.” (internal quotation marks omitted)).
On October 1, 2012, SOHC and Zentis entered into a purchase agreement (the
“Agreement”) governing the sale of SOHC‟s food processing business to Zentis. (Second
Amended Complaint (“SAC”) (Docket No. 19) ¶ 6). The Agreement provided that SOHC would
receive an up-front payment, subject to two adjustments to be made at a later date — a “Working
Capital Adjustment,” based on the amount of working capital that SOHC had at the time of
closing, and an “Earnout Amount,” based on earnings before interest, taxes, depreciation, and
amortization (“EBITDA”). (Id. ¶¶ 7-9, 26-34). Under the Agreement, Zentis was to provide
SOHC “Reviewed Statements” within forty days describing what it believed to be the Working
Capital as of the closing date. (Id. ¶ 11). SOHC then had thirty days to review the Statements
and to object by “specifying in reasonable detail the names and extent of such disagreement (as
well as the disputed items or amounts in the Reviewed Statements).” (Id. ¶ 12; Decl. Judith A.
Archer Supp. Defs.‟ Mot. To Dismiss (Docket No. 25) (“Archer Decl.”), Ex. A at 2). Similarly,
Zentis was to provide SOHC with an Earnout Statement within ten business days following
Zentis‟s receipt of its annual audit. (SAC ¶ 29; Archer Decl., Ex. A at 3). SOHC then had thirty
days to object by “specifying in reasonable detail the basis for the objection.” (SAC ¶ 30; Archer
Decl., Ex. A at 3). If SOHC did not object, the Reviewed Statements with regard to Working
Capital and the Earnout Statement became final. (Archer Decl., Ex. A at 3-4).
2
Complicating matters, the Agreement contains three separate arbitration clauses. With
regard to the Reviewed Statements in connection with the Working Capital Adjustment, Section
2.6(c) of the Agreement (the “Working Capital Arbitration Clause”) provides that “[a]ny
disputed amounts or items which cannot be settled in accordance with” the process described
above “shall be determined by the New York office of the Accounting Firm,” which the
agreement defines as Deloitte. (SAC ¶ 13; Archer Decl., Ex. A at 2). With regard to the Earnout
Statements, Section 2.8(b) of the Agreement (the “Earnout Arbitration Clause” and, together
with the “Working Capital Arbitration Clause,” the “Accountant Arbitration Clauses”) states that
any dispute “may be submitted by either Party for resolution to the Accounting Firm.” (SAC ¶
31; Archer Decl., Ex. A at 3). Finally, the Agreement contains a third arbitration clause, Section
14.9(a) (the “ICC Arbitration Clause”), providing that “any dispute or controversy arising out of
or in connection with this Agreement or the subject matter hereof . . . shall be settled by
arbitration conducted in the Borough of Manhattan, New York, New York, pursuant to the
arbitration rules of the International Chamber of Commerce.” (Archer Decl., Ex. A at 5).
On January 8, 2013, Zentis‟s accounting firm sent SOHC its “Independent Accountants‟
Review Report,” which stated that SOHC owed Zentis money with regard to the Working
Capital Adjustment. (SAC ¶ 15). On February 20, 2013, Zentis sent SOHC its Earnout
Statement. (Id. ¶ 35). SOHC objected to both. (Id. ¶¶ 16, 38; Archer Decl., Ex. B. at 1, Ex. C.
at 1). In response, Zentis asserted that SOHC‟s notice of its objections was inadequate. (SAC ¶¶
50-51). Thereafter, SOHC filed this lawsuit to compel arbitration. (Docket No. 2).
3
DISCUSSION
A.
The Arbitrator Dispute
The parties‟ ultimate disagreement is whether their price dispute is subject to arbitration
before Deloitte under the Accounting Arbitration Clauses.1 Zentis argues that SOHC did not
provide adequate notice of its objections and thus failed to satisfy a necessary precondition for
arbitration under those clauses. (Def.‟s Mem. Law Supp. Mot. To Dismiss (Docket No. 24)
(“Def.‟s Mem. Law”) 19-21). SOHC contends that its notices were sufficient — or, more to the
point, as sufficient as they could be given the information Zentis provided. (Mem. Law Pl.
Opp‟n Def.‟s Mot. To Dismiss Supp. Pl.‟s Cross-Mot. Order Compelling Arbitration (Docket
No. 28) (“Pl.‟s Mem. Law”) 20-22). The precise question before the Court, however, is not
whether SOHC satisfied the precondition, but rather the logically prior question of who should
even decide that question. Zentis argues that whether SOHC provided adequate notice is a
“question of arbitrability” and that, under the broad language of the ICC Arbitration Clause, it
should be submitted to the ICC to decide. (Def.‟s Mem. Law 11-16). By contrast, SOHC
contends that the procedures set forth in the Accountant Arbitration Clauses encompass all
disputes concerning the purchase price, including the parties‟ dispute over the sufficiency of
1
Defendant also takes issue with Plaintiff‟s request that the arbitration take place before “a
New York City partner of the accounting firm of Deloitte LLC” (Pl.‟s Mem. Law 1; see SAC
¶ 78) on the ground that the Accountant Arbitration Clauses do not specify that arbitration shall
occur before a single partner of Deloitte. (Def.‟s Mem. Law Further Support Its Mot. To
Dismiss Opp‟n Pl‟s Mot. To Compel Arbitration & Opp‟n Pl.‟s Mot. To Redact & Seal (Docket
No. 33) (“Def.‟s Reply”) 12-13). The exact manner in which Deloitte would conduct the
arbitration, however, is not a question for the Court to address at this time. See, e.g., Bancol Y
Cia. S. En. C. v. Bancolombia S.A., 123 F. Supp. 2d 771, 772 (S.D.N.Y. 2000).
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SOHC‟s objections, and that the adequacy of the objections is thus a question for Deloitte, not
for the ICC. (Pl.‟s Mem. Law 11-16).2
The Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq., creates a “body of federal
substantive law of arbitrability, applicable to any arbitration agreement within the coverage of
the Act,” Bank Julius Baer & Co. v. Waxfield, Ltd., 424 F.3d 278, 281 (2d Cir. 2005) (internal
quotation marks omitted), as the Agreement here is.3 The FAA expresses “a liberal federal
policy favoring arbitration agreements,” Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp.,
460 U.S. 1, 24 (1983), which requires courts to “construe arbitration clauses as broadly as
possible,” S.A. Mineracao da Trindade-Samitri v. Utah Int’l, Inc., 745 F.2d 190, 194 (2d Cir.
1984). In light of that policy, the role of a court is limited when there is an arbitration clause at
issue. There is, however, an “exception” to this “long[-]recognized and enforced” policy
favoring arbitration agreements: “The question whether the parties have submitted a particular
dispute to arbitration, i.e., the „question of arbitrability,‟ is an issue for judicial determination
unless the parties clearly and unmistakably provide otherwise.” Howsam v. Dean Witter
Reynolds, Inc., 537 U.S. 79, 83 (2000) (internal citation, quotation marks and emphasis omitted).
2
In the alternative, each party argues that the question is for the Court to decide and,
naturally, that the Court should decide the question in its favor. (Def.‟s Mem. Law 19-21; Pl.‟s
Mem. Law 20-22).
3
Because the Agreement directs courts to apply New York law (SAC ¶ 7), Zentis relies on
cases applying New York law. (Def.‟s Reply 5-8 (citing In re Cnty. of Rockland, 51 N.Y.2d 1,
8- 9 (1980), and Ballard v. Parkstone Energy LLC, 522 F. Supp. 2d 695, 696 (S.D.N.Y. 2007),
among others)). “For cases that fall within its reach,” however, “the FAA governs all aspects of
arbitration procedure and pre-empts inconsistent state law” — even when a contract includes a
general New York choice-of-law provision. Aviall, Inc. v. Ryder Sys., Inc., 913 F. Supp. 826,
830 (S.D.N.Y. 1996); see also Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Shaddock, 822 F.
Supp. 125, 131 (S.D.N.Y. 1993) (“It is well-settled that the [FAA] applies where federal subject
matter jurisdiction is predicated upon diversity and where the contract calling for arbitration
concerns a transaction involving interstate commerce.”) (internal citation omitted).
5
Significantly, however, “the phrase „question of arbitrability‟” has a “limited scope” and
does not apply to every “gateway question,” even if “potentially dispositive.” Id. Indeed, the
phrase applies only in “narrow circumstance[s],” such as when the dispute concerns “whether the
parties are bound by a given arbitration clause” or whether “a disagreement about whether an
arbitration clause in a concededly binding contract applies to a particular type of controversy.”
Id. at 83-84. By contrast, “„procedural‟ questions which grow out of the dispute and bear on its
final disposition are presumptively not for the judge, but for an arbitrator, to decide.” Id. at 84
(emphasis in original) (internal quotation marks omitted); see also id. at 85 (“„[I]n the absence of
an agreement to the contrary, . . . issues of procedural arbitrability, i.e., whether prerequisites
such as time limits, notice, laches, estoppel, and other conditions precedent to an obligation to
arbitrate have been met, are for the arbitrators to decide.‟”) (quoting the Revised Uniform
Arbitration Act of 2000, § 6, cmt. 2, 7 U.L.A. at 13) (emphasis omitted)); UBS Fin. Servs., Inc. v.
West Virginia Univ. Hosps., Inc., 660 F.3d 643, 655 (2d Cir. 2011) (holding that disputes over
the interpretation of forum selection clauses in arbitration agreements are “presumptively
arbitrable procedural questions”).
The question at issue here — whether SOHC satisfied a necessary precondition for
arbitration before Deloitte by providing adequate notice of its objections — falls on the
procedural side of this divide. As the Seventh Circuit held in Lumbermens Mutual Casualty Co.
v. Broadspire Management Services Inc., 623 F.3d 476 (7th Cir. 2010), a case involving the very
same issue (yet not cited by either party here), the parties‟ conflict “grow[s] out of the dispute
between the parties [over the purchase price] and bear[s] directly on the arbitrator‟s final
disposition of what the purchase price should be.” Id. at 481. Moreover, “there is no dispute as
to the existence of an agreement to arbitrate itself,” or whether that agreement extends to the
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parties‟ dispute over purchase price. Id. at 483. “Instead, this is a procedural dispute over
preconditions to that arbitration.” Id. at 483 (emphasis in original); see also JPD, Inc. v.
Chronimed Holdings, Inc., 539 F.3d 388, 392-93 (6th Cir. 2008) (holding that the question of
whether a party had properly documented its calculation of EBITDA, which was a condition
precedent to arbitration before an accountant, was “exactly the type of „condition [ ] precedent to
an obligation to arbitrate‟ that Howsam presumptively allocated to the arbitrator. It is a
„procedural question[ ] . . . grow[ing] out of the dispute [that] bear[s] on its final disposition,‟”
and thus a question for the arbitrator (quoting Howsam, 537 U.S. at 84-85) (citation omitted))).
The question of whether SOHC triggered the Accountant Arbitration Clauses is thus for the
arbitrator to decide.
The next question, however, is which arbitrator: the ICC (as Zentis contends) or Deloitte
(as SOHC contends)? When an agreement, such as the one at issue here, “includes two dispute
resolution provisions, one specific (a valuation provision) and one general (a broad arbitration
clause), the specific provision will govern those claims that fall within it.” Katz v. Feinberg, 290
F.3d 95, 97 (2d Cir. 2002). Zentis concedes as much, but argues that the question of whether
SOHC‟s notice was adequate does not fall within the Accountant Arbitration Clauses. (Def.‟s
Reply 11-12). To determine whether that is the case, the Court must conduct a three-part
inquiry. See, e.g., Louis Dreyfus Negoce S.A. v. Blystad Shipping & Trading, Inc., 252 F.3d 218,
224 (2d Cir. 2001). First, the Court must determine whether the clause is broad or narrow. See
id. Second, if reviewing a narrow clause, it must determine whether the dispute “is over an issue
that is on its face within the purview of the clause, or over a collateral issue that is somehow
connected to the main agreement that contains the arbitration clause.” Id. (internal quotation
marks omitted). And third, for narrow arbitration clauses, the Court should generally find a
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collateral issue to fall outside of the clause, while for broad clauses there is a presumption of
arbitrability. See id.
At the first step, there are no “fixed rules” governing the determination of whether an
arbitration clause is broad or narrow. Id. at 225. Instead, the Court “must determine whether, on
the one hand, the language of the clause, taken as a whole, evidences the parties‟ intent to have
arbitration serve as the primary recourse for disputes connected to the agreement containing the
clause, or if, on the other hand, arbitration was designed to play a more limited role in any future
dispute.” Id. Meanwhile, at the second step — determining whether a narrow arbitration clause
covers a particular agreement — a court looks to “the factual allegations in the complaint rather
than the legal causes of action asserted.” Smith/Enron Cogeneration Ltd. P’ship v. Smith
Cogeneration Int’l, Inc., 198 F.3d 88, 99 (2d Cir. 1999); see S. New England Tel. Co. v. Global
Naps, Inc., No. 04-CV-2075 (JCH), 2006 WL 1169805, at * 7 (D. Conn. Apr. 28, 2006)
(applying Smith/Enron in the context of a narrow arbitration clause). An issue is collateral —
and therefore not covered by a narrow arbitration clause — only if it is “a separate, side
agreement, connected with the principal contract which contains the arbitration clause.”
Prudential Lines, Inc. v. Exxon Corp., 704 F.2d 59, 64 (2d Cir. 1983). If, however, a dispute
“arises under the main agreement but requires determination of a sub-issue,” it is “inextricably
tied up with the merits of the underlying dispute,” and therefore arbitrable even under a narrow
clause. Id.
Here, the Accountant Arbitration Clauses are narrow. Rather than applying generally to
disputes “arising out of” or “in connection with” the Agreement, they apply only to “disputed
amounts or items” with regard to the Reviewed Statements and “objections that remain in dispute
with respect to the Earnout Statement.” (Archer Decl., Ex. A at 2-3). Nevertheless, the
8
disagreement over the adequacy of SOHC‟s notice falls within their scope. Zentis argues that
SOHC‟s notice was not “reasonably detail[ed],” as required by the arbitration agreement. (Defs.‟
Mem. Law 19). SOHC responds that it could not have provided more detail because it did not
have access to necessary financial information. (Pl.‟s Mem. Law 20-22). Resolving that dispute
requires grappling with the same materials and many of the same issues that Deloitte would have
to grapple with in resolving the parties‟ underlying price dispute. To the extent that it involves
close examination of the financial documents, it is also a specialized task for which an
accountant such as Deloitte is better suited than a general arbitrator such as the ICC. In short,
resolving the parties‟ disagreement about the adequacy of SOHC‟s notice is “inextricably tied up
with the merits of the underlying [price] dispute.” Prudential Lines, Inc., 704 F.2d at 64; see
also, e.g., John Wiley & Sons, Inc. v. Livingston, 376 U.S. 543, 557 (1964) (“It would be a
curious rule which required that intertwined issues . . . growing out of a single dispute and
raising the same questions on the same facts had to be carved up between two different forums
. . . . Neither logic nor considerations of policy compel such a result.”).
Once again, the Seventh Circuit‟s decision in Lumbermens is directly on point. There, as
here, the agreement contained both a broad general arbitration clause and a separate set of
procedures pursuant to which purchase price disputes would be submitted to an accounting or
appraisal firm. See 623 F.3d at 477-78. There, as here, the Court was called upon to decide
whether a dispute over the adequacy of the plaintiff‟s objections to the defendant‟s purchase
price calculations was an issue for the accounting arbitrator to decide. See id. at 481-82.4 The
In Lumbermens, the defendant argued before the district court — as Zentis does here —
that the adequacy of the plaintiff‟s objection notices should be settled by the arbitrator named in
the broad general arbitration clause. See id. at 481 n.4. After the district court held that that
question should be answered by the accounting arbitrator under the purchase price dispute
resolution procedure, the defendant changed its tune and argued that the question was one of
4
9
Court held that it was. In determining whether the plaintiff‟s objection notice “contains
sufficient detail,” the Court reasoned, “the [accounting] arbitrator will be examining the same
documents and assessing the same issues relevant to the actual substantive resolution of the
parties‟ price dispute. It would be strange to divide these largely overlapping tasks between
[different decisionmakers].” Id. at 481. It would be particularly strange, the Court continued,
given the “particular expertise” of the accounting arbitrator. Id. (citing Howsam, 537 U.S. at 85,
for the proposition that the law assumes “expectation that aligns (1) decisionmaker with (2)
comparative expertise”); see also JPD, Inc., 539 F.3d at 393 (recognizing that an accounting firm
“undoubtedly possesses greater expertise in determining how much disclosure an EBITDA audit
requires”). In evaluating whether the plaintiff‟s objection notices were adequate, the Court
concluded, the accounting arbitrator “will necessarily be engaging in a fact-intensive, specialized
inquiry very similar to the inquiry it would undertake in order to actually determine what the
proper purchase price should be.” Lumbermens, 623 F.3d at 481; see also id. at 482 (stating that
evaluating the plaintiff‟s objection notices “is inextricably related to the core function that the
arbitrator performs under the Agreement — reaching a conclusion as to „all disputed amounts‟ at
issue”).
Just as the adequacy of the plaintiff‟s objection notices was a procedural condition
precedent allocated to the accounting arbitrator in Lumbermens, the adequacy of SOHC‟s
objection notices here is a procedural condition precedent to arbitration under the Accounting
Arbitration Clauses allocated to Deloitte. In light of that legal conclusion, and the absence of
any genuine dispute as to any material fact, the Court is compelled to grant SOHC‟s motion to
arbitrability for the district court to decide. See id. at 481 & n.4. Thus, the Seventh Circuit was
confronted with the question whether the court or the accounting firm should review the
adequacy of the plaintiff‟s notices. That distinction is immaterial for purposes of this case.
10
compel arbitration before Deloitte and to deny Zentis‟s cross-motion to dismiss. See, e.g.,
Bensadoun, 316 F.3d at 175 (“In the context of motions to compel arbitration brought under the
Federal Arbitration Act . . . the court applies a standard similar to that applicable for a motion for
summary judgment.” (internal citation omitted)).
B.
The Parties’ Requests To Seal, Strike, and Redact
The Court turns, then, to Plaintiff‟s motion for leave to file certain exhibits in redacted
form and Defendant‟s requests to redact other exhibits and to strike certain allegations from the
Complaint and certain exhibits. In the former, Plaintiff seeks to redact certain customer and
financial information from the exhibits accompanying its cross-motion to compel arbitration.
(Mem. Law Supp. Pl.‟s Mot. Leave To Redact Exhibits & File Unredacted Exhibits Under Seal
(Docket No. 30, Ex. 3) (“Pl.‟s Sealing Request”) 2-3). Although the relevant documents are —
as Plaintiff concedes (see id. at 2) — “judicial documents” subject to a common law and First
Amendment presumption in favor of public access, see, e.g., Lugosch v. Pyramid Co. of
Onondaga, 435 F.3d 110, 119 (2d Cir. 2006), the Court finds that SOHC has shown a sufficient
basis to justify its proposed redactions. The proposed redactions are limited to specific
“financial figures and customer information” (Pl.‟s Sealing Request 2), which are not relevant to
the parties‟ legal dispute and implicate legitimate privacy interests. Cf. United States v. Amodeo,
71 F.3d 1044, 1051 (2d Cir. 1995) (“Financial records of a wholly owned business . . . and
similar matters will weigh more heavily against access than conduct affecting a substantial
portion of the public.”). Consequently, the Court concludes that the presumption of access is
overcome, and Plaintiff‟s motion is thus GRANTED.
By contrast, Defendant‟s requests to make further redactions to Plaintiff‟s exhibits, strike
several of the exhibits as settlement negotiations, and strike several paragraphs of the Complaint
11
are denied. (Def.‟s Reply 22-29). With respect to the first request, Plaintiff‟s exhibits have been
publicly filed without Defendant‟s desired redactions for months, and Defendant did not take any
immediate steps to cure the disclosure. (Decl. Joseph J. Fleischman Opp‟n Def.‟s Mot. To
Dismiss & Support Pl,‟s Cross-Mot. Order Compelling Arbitration (Docket No. 29)). Defendant
included its request to seal in its reply memorandum, and it did nothing in particular to draw the
Court‟s attention to the fact that it believed its confidential information was being made public.
(See Def.‟s Reply 1 (referring to Defendant‟s reply brief only as a “Memorandum of Law in
Further Support of Defendant‟s Motion to Dismiss, in Opposition to Plaintiff‟s Motion to
Compel Arbitration, and in Opposition to Plaintiff‟s Request to Redact and Seal”)). As the
proverbial cat is out of the bag, Defendant‟s request for redaction is thus DENIED as moot. See,
e.g., King Pharm., Inc. v. Eon Labs, Inc., No. 04-CV-5540 (DGT), 2010 WL 3924689, at *10
(E.D.N.Y. Sept. 18, 2010) (denying redaction request for information that was “already
public.”).5 Defendant‟s requests to strike portions of the Complaint and certain exhibits is also
denied as moot because the Court did not rely on the exhibits or the portions of the Complaint
that Defendant challenges.
CONCLUSION
For the reasons stated above, SOHC‟s motion to compel arbitration under the Accounting
Arbitration Clauses is GRANTED, and Zentis‟s motion to dismiss is DENIED. Further, SOHC‟s
motion for leave to file several exhibits in redacted form is GRANTED, and Zentis‟s requests to
redact other exhibits and strike portions of the Complaint and certain exhibits are DENIED.
5
Defendant had the opportunity to work with Plaintiff to better protect the information it
considers to be confidential. Plaintiff asked Defendant whether there was any additional
confidential information in the exhibits that should be redacted. The only specific request that
Defendant made, however, was that the purchase price be redacted. (Decl. Melissa A. Pena
Support Pl.‟s Mot. Leave To Redact Exhibits & File Unredacted Exhibits Under Seal (Docket
No. 30, Ex. 1), Ex. G).
12
The Clerk of Court is directed to terminate Docket Nos. 23, 27, and 30. Further, as there
is no reason to keep the case open pending the arbitration, the Clerk of Court is directed to
administratively close the case without prejudice to either party moving by letter motion to
reopen the case within thirty days of the conclusion of the arbitration proceedings.
SO ORDERED.
Date: November 4, 2014
New York, New York
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