Kairam, M.D. v. West Side GI, LLC

Filing 192

ORDER granting 191 Letter Motion to Seal. Application GRANTED. In accordance with Lugosch v. Pyramid Co. of Onondaga, 435 F.3d 110, 119-20 {2d Cir. 2006}, the Court has balanced the presumption of public access against competing considerations raised by Defendants and finds that the proposed redactions are narrowly tailored to prevent unauthorized dissemination of sensitive business information. SO ORDERED. (Signed by Magistrate Judge Stewart D. Aaron on 12/8/2021) (jca)

Case 1:18-cv-01005-AT-SDA Document 192 Filed 12/08/21 Page 1 of 3

RYAN SESTACK
[e-mail]
JEFFREY CAMHI
[e-mail]
ATTORNEYS AT LAW
1 BATTERY PARK PLAZA, 28TH FLOOR
NEW YORK, NY 10004
WWW .GRSM.COM

CHRISTOPHER COYNE
[e-mail]

December 6, 2021
VIA E-MAIL & ECF
Honorable Stewart D. Aaron
United States Magistrate Judge
United States District Court
Southern District of New York
500 Pearl Street
New York, NY 10007
Re:

Kairam v. West Side GI, LLC
Consolidated Civil Action Number 1:18-cv-1005 (AT) (SDA)

Dear Judge Aaron:
I am an attorney with Gordon Rees Scully Mansukhani, LLP, counsel for defendants
WestSide GI, LLC (“WSGI”), Peter Distler, and Ricardo Pou (collectively “Defendants”), in the
above-referenced consolidated action. Defendants write, pursuant to the Court’s Order, dated
November 22, 2021, to respectfully request that portions of Plaintiff’s Exhibit “4” to the Amended
Consolidated Complaint be filed under seal.
On November 19, 2021, with the consent of Defendants, Plaintiff filed the most recent
iteration of the complaint in this matter, the Amended Consolidated Complaint (“ACC”). See
ACC, filed November 19, 2021 (Docket No. 187). The ACC contained a new exhibit that had not
previously been annexed to Plaintiff’s pleading, specifically Exhibit “4,” the Gould Practice
Operating Agreement (“GPOA”). The GPOA is the governing document outlining operations for
Thomas Gould Medical Associates, PLLC (the “Gould Practice”), a non-party entity of which
Plaintiff and Defendants Distler and Pou, among many others, are members. In the ACC, Plaintiff
raises new contract and fiduciary claims against Defendants Distler and Pou related to the GPOA.
Specifically, Plaintiff alleges that they were managing members of the Gould Practice and failed
to comply with certain provisions of that agreement. See ACC ¶¶ 135-37. The new allegations
concerning the GPOA make up only a few paragraphs of the ACC, which focuses primarily on the
WSGI Operating Agreement and Plaintiff’s work at that practice. See Red-lined copy of the ACC,
a copy of which is annexed as Exhibit “1,” to the Letter from Elizabeth Shieldkret, filed October
21, 2021 (Docket No. 182).
Plaintiff filed the GPOA under seal in its entirety to provide Defendants an opportunity to

Case 1:18-cv-01005-AT-SDA Document 192 Filed 12/08/21 Page 2 of 3

review its contents and make the instant application to seal. As such, Defendants now respectfully
request that the GPOA be filed under seal with the proposed redactions annexed hereto as Exhibit
“A.” An unredacted copy of the GPOA has also been annexed hereto as Exhibit “B.”1
Defendants’ proposed redactions are narrowly tailored such that they will adequately
protect confidential information, yet remain consistent with the presumption of public access to
judicial documents. Specifically, Defendants seek the proposed redactions to the GPOA that relate
to: (1) the cost of membership units in the Gould Practice; (2) the valuation of the entity; (3) the
allocation of profits and losses among members; (4) issues related to the dissolution of the entity
and subsequent restrictions on members; (5) the valuation of members’ interest in the Gould
Practice; and (6) information on how cases are handled by the practice.
While Defendants recognize the importance of public access to judicial documents, the
Second Circuit has found that a party’s interest in protecting confidential business information can
outweigh the qualified presumption of public access. See Standard Inv. Chartered, Inc. v. Fin.
Indus. Reg. Auth., Ind., 347 F. App’x 615, 617 (2d Cir. 2009). This is particularly true where, as
here, the subject document concerns the information of non-parties that had reasonably relied on
such information remaining confidential. See United States v. Wey, 256 F. Supp. 3d 355, 409
(S.D.N.Y. 2017) (“The relevant materials reflect sensitive medical, financial, educational, and
other personal information pertaining to non-parties, and the Court finds that the privacy interests
of those non-parties outweigh any public interest in disclosure”); accord GPOA, Art. 8.1 (noting
that the Gould Practice members agreed to keep the GPOA, among other things, confidential). As
noted above, the Gould Practice is not a party to this suit, and the disclosure of its governing
agreement would reveal confidential information on how it runs its business, including competitive
information about how profits and losses are allocated. This weighs strongly in favor of the Court
permitting a sealed filing See Refco Grp. Ltd., LLC v. Cantor Fitzerald, L.P., 2015 WL 429857,
at *4-6 (S.D.N.Y. July 15, 2015) (allowing documents containing confidential information
regarding business relationship between defendant and a third-party who is not a party to the action
be filed under seal). Further, many of the proposed redactions are unrelated to Plaintiff’s new
allegations in the ACC, which focus primarily on Article III of the GPOA. See ACC, ¶¶ 135-37.
As such, the disclosure of these sections of the GPOA would not be relevant to the Court’s exercise
of its judicial function and further supports a redacted filing. See Novartis Pharma AG v. Amgen,
Inc., 2020 WL 8878731, at *2 (S.D.N.Y. June 10, 2020).
Defendants have taken significant efforts to redact only portions of the GPOA that could
result in competitive harm to the members of the agreement or the Gould Practice itself, or that
otherwise disclose confidential business or personal information of non-parties. As such,
Defendants respectfully request that the Court permit the GPOA to be filed under seal with the
proposed redactions outlined in Exhibit “A.”
Thank you for your consideration of this matter.
Respectfully submitted,

1

A copy of this application, with annexed exhibits, has been submitted to the Court directly, via e-mail. A copy of
this letter, without the annexed exhibits, has been filed on the public docket via ECF.

Case 1:18-cv-01005-AT-SDA Document 192 Filed 12/08/21 Page 3 of 3

GORDON REES SCULLY
MANSUKHANI, LLP

Christopher Coyne
Christopher Coyne, Esq.
cc.

1167938/63470588v 1

Ryan Sestack, Esq.
Jeffrey Camhi, Esq.
Elizabeth Shieldkret, Esq.
(via E-mail & ECF)