Syntel Sterling Best Shores Mauritius Limited v. The Trizetto Group, Inc. et al

Filing 1132

ORDER granting 1103 Letter Motion to Seal. For the reasons stated in this letter, TriZetto's motion to seal Exhibit 1 is GRANTED. However, the parties' confidentiality stipulations are not dispositive to the question of whether documents should be filed under seal. Accordingly, TriZetto's request to file Exhibits 2, 4, 9 and 10 under seal is DENIED without prejudice to renewal. By March 12, 2024, Syntel may file a letter motion, not to exceed three pages, renewing the motion to seal those exhibits with a justification that is sufficient under Second Circuit caselaw. The Clerk of Court is respectfully directed to maintain Dkt. 1106 under seal pending a potential renewal of the motion by Syntel, and to close the motion at Dkt. 1103. (Signed by Judge Lorna G. Schofield on 3/5/2024) (mml)

300 North LaSalle
Chicago, IL 60654
United States

Gianni Cutri, P.C.
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www.kirkland.com

August 25, 2023
Honorable Lorna G. Schofield
U.S. District Court, S.D.N.Y.
500 Pearl Street
New York, NY 10007
Re:

For the reasons stated in this letter, TriZetto's motion to seal Exhibit 1 is
GRANTED. However, the parties' confidentiality stipulations are not
dispositive to the question of whether documents should be filed under
seal. Accordingly, TriZetto's request to file Exhibits 2, 4, 9 and 10 under
seal is DENIED without prejudice to renewal. By March 12, 2024, Syntel
may file a letter motion, not to exceed three pages, renewing the motion
to seal those exhibits with a justification that is sufficient under Second
Circuit caselaw. The Clerk of Court is respectfully directed to maintain
Dkt. 1106 under seal pending a potential renewal of the motion by
Syntel, and to close the motion at Dkt. 1103.
Dated: March 5, 2024
New York, New York

Syntel Sterling Best Shores Mauritius Ltd. v. The TriZetto Grp., Inc., case
No. 1:15-cv-00211 (LGS)(SDA)

Dear Judge Schofield:
Pursuant to the Your Honor’s Individual Rule I.D.3, Defendants The TriZetto Group Inc.
and Cognizant Technology Solutions Corp. (collectively, “TriZetto”) hereby submits this motion
to file under seal the following documents:
•

Exhibit 1 (Kirkland & Ellis Time Entries)

•

Exhibit 2 (11/22/16 Joint Letter)

•

Exhibit 4 (7/20/16 Letter from M. Mrkonic to G. Cutri)

•

Exhibit 9 (2/5/18 Letter from G. Cutri to Judge Aaron)

•

Exhibit 10 (TriZetto’s 7/30/18 Motion for Sanctions)

TriZetto acknowledges that the public generally has an interest in judicial proceedings
and that under the common law there is a “presumption of access” to judicial documents.
Lugosch v. Pyramid Co. of Onondaga, 435 F.3d 110, 119 (2d Cir. 2006). The Second Circuit
applies a three-step framework to assess whether that common law presumption applies. First,
the Court “must … conclude that the documents at issue are indeed judicial documents.” Id.
Judicial documents are those that are “relevant to the performance of the judicial function and
useful in the judicial process.” Id. (citation omitted). Second, the Court “must determine the
weight of that presumption” based on the “value of such information to those monitoring the
federal courts.” Id. “Generally, the information will fall somewhere on a continuum from matters
that directly affect an adjudication to matters that come within a court’s purview solely to insure
their irrelevance.” Id. (citation omitted). Third, “after determining the weight of the presumption
of access, the court must ‘balance competing considerations against it.” Id. at 120. Courts
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Honorable Lorna G. Schofield
August 25, 2023
Page 2
consider many factors in assessing the third step. For example, courts consider “the extent of the
closure or sealing sought; the potential damage to [the Parties] from disclosure; the significance
of the public interest at stake; the extent to which [the Parties] intend to prove [their] case by
relying on documents [they] seek to withhold from public scrutiny; [and] whether the particular
matter is integral or tangential to the adjudication.” See Standard Inv. Chartered, Inc. v. Nat’l
Ass’n of Sec. Dealers, Inc., No. 07-cv-2014, 2008 WL 199537, at *8 (S.D.N.Y. Jan. 22, 2008).
Moreover, “[t]he interest in protecting business information that might harm a litigant’s
competitive standing has, at a minimum, been recognized by the Supreme Court as potentially
sufficient to defeat the common law presumption.” Id.
TriZetto also recognizes that, in addition to the common law right of access, it is well
established that the public and the press have a “qualified First Amendment right … to access
certain judicial documents.” Lugosch, 435 F.3d at 120. The common law presumption is
different from the protections afforded by the First Amendment. See Newsday LLC v. County of
Nassau, 730 F.3d 156, 165 (2d Cir. 2013). First Amendment protections apply to documents (1)
that “have historically been open to the press and general public” and where “public access plays
a significant positive role in the functioning of the particular process in question” or (2) that “are
derived from or [are] a necessary corollary of the capacity to attend the relevant proceedings.”
Lugosch, 435 F.3d at 120 (quotation marks omitted). Under this framework, sealing “may be
justified only with specific, on-the-record findings that [it] is necessary to preserve higher values
and only if the sealing order is narrowly tailored to achieve that aim.” Brown v. Maxwell, 929
F.3d 41, 47 (2d Cir. 2019) (quotation marks omitted). “Examples of ‘higher values’ may include
… the privacy of innocent third parties … and trade secrets.” Olvera v. Mazzone Mgmt. Grp.
Ltd., No. 1:16-CV-502-BKS-DJS, 2018 WL 2137882, at *2 (N.D.N.Y. May 9, 2018).
“The demonstration of a valid need to protect confidentiality of confidential and
proprietary business information may be a legitimate basis to rebut the public’s presumption of
access to judicial documents.” Lexington Furniture Indus., Inc. v. Lexington Co., AB, No. 19-cv6239, 2021 WL 1143694, at *2 (S.D.N.Y. Mar. 24, 2021); see also SEC v. Telegram Group, Inc.,
No. 19-cv-9439, 2020 WL 3264264, at *3 (S.D.N.Y. June 17, 2020) (“The demonstration of a
valid need to protect the confidentiality of proprietary business information, such as internal
analyses, business strategies, or customer negotiations, may be a legitimate basis to rebut the
public’s presumption of access to judicial documents.” Examples of commonly sealed
documents include those containing “marketing plans, revenue information, pricing information,
and the like.” Cumberland, 184 F.R.D. at 506; see also Dodona I, LLC v. Goldman, Sachs &
Co., 199 F. Supp. 3d 152, 156 (S.D.N.Y. 2015) (permitting sealing of “internal corporate
documents that govern investment strategies, information regarding proprietary modeling
assumptions, and more generally, customer names, account numbers, and pricing information”).
The Second Circuit has “previously held that ‘[t]he privacy interests of innocent third parties …
should weigh heavily in a court’s balancing equation” for sealing information. Amodeo, 71 F.3d
at 1051-52, quoting Gardner v. Newsday, Inc. (In re Newsday, Inc.), 895 F.2d 74, 79-80 (2d Cir.

Honorable Lorna G. Schofield
August 25, 2023
Page 3
1990); see also Telegram Group, Inc., 2020 WL 3264264, at *3 (“protecting the privacy interests
of non-parties, including their business and financial records, represents a legitimate basis for
sealing judicial documents”).
Sealing Justification – TriZetto Information (Exhibit 1): Exhibit 1 is a spreadsheet
containing highly confidential and proprietary TriZetto information regarding TriZetto’s
approach to protecting its trade secret and confidential information. Disclosure of this
confidential and proprietary information to unauthorized third parties and competitors would
provide them with a competitive advantage by giving insight into TriZetto’s sensitive business
information concerning its expenditures, staffing and corporate approach regarding matters that
involve pursuing protection its intellectual property rights. Courts recognize that disclosure of
sensitive business information may harm a business’s ability to compete in the future. Bergen
Brunswig Corp. v. Ivax Corp., No. 97 Civ. 2003, 1998 WL 113976, at *3 (S.D.N.Y. Mar. 12,
1998) (collecting cases); Standard v. Fin. Indus. Regulatory Auth., Ind., 347 F. App’x 615, 617
(2d Cir. 2009) (affirming district court’s sealing on grounds that the party’s “interest in
protecting confidential business information outweighs the qualified First Amendment
presumption of public access”). Accordingly, TriZetto respectfully requests permission to redact
the information in the columns titled “Time” and “Amount.”
In order to preserve as much of the public’s right to access as possible, and in accordance
with Rule I.D.3, TriZetto has narrowly tailored its redaction request to only the specific
confidential information discussed above. See Am. Broad. Companies, Inc. v. Aereo, Inc., No. 12cv-1540, 2013 WL 12338472, at *3 (S.D.N.Y. June 24, 2013) (“the Court has reviewed the proposed
redactions and finds that they are narrowly tailored, limited in scope, and justified to protect Aereo’s
confidential and proprietary business information.”); Standard, 2008 WL 199537, at *9 (“One way to
achieve narrow tailoring is to order redaction instead of wholesale sealing of documents.”).
Syntel Information (Exhibits 2, 4, 9, and 10): TriZetto files Exhibits 2, 4, 9, and 10 under seal
pursuant to Your Honors Individual Rule I.D.3 because these exhibits contain information that
Syntel has been designated as CONFIDENTIAL or higher under the Protective Order. TriZetto
notes that a redacted versions of Exhibits 9 and 10 were previously filed on the public docket.
See Dkt. 330 (Exhibit 9); Dkt. 439 (Exhibit 10). In accordance with Section I.D.3 of the Court’s
Individual Rules, Syntel bears the burden of persuasion on the necessity of sealing these exhibits;
Syntel must file a letter within two business days of this motion explaining why the information
should be filed under seal.

Respectfully submitted,
/s/ Gianni Cutri

Honorable Lorna G. Schofield
August 25, 2023
Page 4
Counsel for TriZetto
cc:

All counsel of record