Vertical Aviation No. 1 LLC v. The Government of the Republic of Trinidad and Tobago

Filing 26

ORDER granting in part 21 Letter Motion to Seal. The Court HEREBY GRANTS IN PART Plaintiff's Letter Motion to Seal. Plaintiff shall file a newly redacted version that does not redact those portions of the Lease quoted in the publicly filed Complaint on or before October 21, 2020. SO ORDERED. (Signed by Judge Mary Kay Vyskocil on 10/14/2020) (ama)

Case 1:20-cv-04970-MKV Document 26 Filed 10/14/20 Page 1 of 3

Susman Godfrey l.l.p.
a registered limited liability partnership
32N D FLOOR
1301 AVENUE OF THE AME RICAS

NEW YORK, NEW YORK 10019-6023
[phone]
FAX [phone]
www.susmangodfrey.com

USDC SDNY
DOCUMENT
ELECTRONICALLY FILED
DOC #:
DATE FILED: 10/14/2020

__________
Suite 5100
1000 Louisiana Street
Houston, Texas 77002-5096
[phone]
__________

Suite 1400
1900 Avenue of the Stars
Los Angeles, California 90067-6029
[phone]
__________

Shawn J. Rabin
Direct Dial [phone]

Suite 3800
1201 Third Avenue
Seattle, Washington 98101-3000
[phone]
__________

E-Mail [e-mail]

October 12, 2020
Via ECF
Hon. Mary Kay Vyskocil
United States District Court
Southern District of New York
Thurgood Marshall U.S. Courthouse
500 Pearl Street
New York, NY 10007
Re:

Vertical Aviation No. 1 LLC v. The Government of the Republic of
Trinidad and Tobago

Dear Judge Vyskocil:
We represent Vertical Aviation No. 1 LLC (formerly known as Milestone
Aviation Asset Leasing No. 25 LLC) (“Plaintiff”) in the above-captioned action.
Pursuant to Section 9(B) of Your Honor’s Individual Rules in Civil Cases,
Plaintiff offers this letter-motion to seal regarding certain information in the
Affidavit of Shawn J. Rabin in support of Plaintiff’s Motion for Default
Judgment, the Affidavit of Clifford M. Work in support of Plaintiff’s Motion for
Default Judgment, and five exhibits attached to the Work Affidavit in support of
Plaintiff’s Motion for Default Judgment against The Government of the Republic
of Trinidad and Tobago (“Defendant”).
This is a breach-of-contract action stemming from Defendant’s lease of one of
Plaintiff’s helicopters. Defendant has failed to answer or otherwise appear to
defend this action. On September 25, 2020, Plaintiff obtained a Certificate of
Default from the Clerk of Court and now seeks an order granting default
judgment from this Court. In support, Plaintiff offers the Rabin Affidavit and
Work Affidavit, which both refer to specific terms of the parties’ February 2019
Settlement Agreement necessary to calculate damages. The Court previously
approved the filing of the Settlement Agreement under seal and the redaction of

Case 1:20-cv-04970-MKV Document 26 Filed 10/14/20 Page 2 of 3

October 12, 2020
Page 2

the Complaint to seal information relating to the impact of the Settlement
Agreement on calculating damages, necessary to preserve the parties’ privacy and
confidentiality interests in the specific monetary and non-monetary terms and
conditions of settlement. See Dkt. 3. For the same reasons previously articulated,
Plaintiff seeks to redact references to the terms of the Settlement Agreement and
to file the Settlement Agreement under seal as an exhibit to the Work Affidavit.
Plaintiff also offers several exhibits for redaction or sealing to preserve Plaintiff’s
confidential, proprietary business information and/or privacy and confidentiality
interests of the Defendant, a foreign state under 28 U.S.C. § 1603.
In considering a motion to seal documents submitted to the Court that are
“relevant to the performance of the judicial function and useful in the judicial
process,” the court should “balance” the presumption of public access against
“competing considerations” including “privacy interests,” Lugosch v. Pyramid
Co. of Oneida, 435 F.3d 110, 119-20 (2d Cir. 2006), and whether the materials
contain “sensitive and proprietary information.” Awestruck Mktg. Grp., LLC v.
Black Ops Prods., LLC, 2016 WL 8814349, at *2 (S.D.N.Y. June 20, 2016).
Exhibit 1 (the Lease and accompanying exhibits)
The Lease contains the non-public, proprietary terms and conditions of Plaintiff’s
commercial aviation financing and leasing business, full disclosure of which
would put Plaintiff at a competitive disadvantage. See Affidavit of Clifford M.
Work in Support of Letter-Motion to Seal. See, e.g., Nypl v. JP Morgan Chase &
Co., 2020 WL 5525743, at *1 (S.D.N.Y. Sept. 15, 2020) (granting motion to seal
and file redacted document as “necessary to prevent the unauthorized
dissemination of confidential business information”); Louis Vuitton Malletier,
S.A. v. Sunny Merchandise Corp., 97 F. Supp. 3d 485, 511 (S.D.N.Y. 2015)
(sealing “specific business information and strategies” to avoid potential
exploitation by competitors). Plaintiff’s Complaint, however, quotes terms of the
Lease pertinent to this action, therefore making those terms accessible to the
public. Plaintiff otherwise seeks to file the Lease under seal.
Exhibit 3 (Letter of Comfort and Undertaking), pages 8, 9, 11, and 13
Exhibit 3 is a December 19, 2014 letter regarding the Lease from the Director
General of Civil Aviation for the Trinidad and Tobago Civil Aviation Authority,
Mr. Ramesh Lutchmedial. Attached to the letter are three confidential
communications of the Trinidad and Tobago National Operations Centre within
the Office of the Prime Minister, the Trinidad and Tobago Minister of National
Security, and the Trinidad and Tobago National Security Council. These
documents reflect information that Defendant, The Government of the Republic
of Trinidad and Tobago, may consider matters of national security. Out of an
abundance of caution and because Defendant has not appeared in this action,

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October 12, 2020
Page 3

Plaintiff seeks leave to file the exhibits to Exhibit 3 under seal (pages 8, 9, 11, and
13) to preserve Defendant’s national security and confidentiality interests.
Exhibit 4 (Opinion of Defendant’s transactional lawyers)
Exhibit 4 is a letter Opinion from K.R. Lalla & Company, the law firm based in
Port of Spain in Trinidad and Tobago that represented Defendant in connection
with the Lease transaction. The Opinion limits disclosure of the letter but permits
its use in connection with the Lease transaction. Out of an abundance of caution
and because Defendant has not appeared in this action, Plaintiff seeks leave to file
the exhibit under seal to preserve Defendant’s confidentiality and privacy interests
with respect to opinions rendered by its counsel.
Exhibit 11 (Settlement Agreement)
Exhibit 11 is the parties’ Settlement Agreement, effective February 22, 2019. The
court previously approved the filing of this exhibit under seal as Exhibit A to the
Complaint (Dkt. 1). As explained above, Plaintiff seeks continued sealing of the
Settlement Agreement to preserve the parties’ privacy and confidentiality interests
in the specific monetary and non-monetary terms and conditions of settlement.
Exhibit 12 (Plaintiff’s Dec. 23, 2019 letter exercising its put right)
Exhibit 12 is a letter sent by Susman Godfrey L.L.P., counsel for Plaintiff, to
Defendant, to inform Defendant of Plaintiff’s exercise of its put right to require
Defendant to purchase the Aircraft as agreed under the terms of the Lease.
Plaintiff seeks redaction of specific references to the Settlement Agreement and
calculation of damages, the same type of information redacted from the
Complaint and previously approved for filing under seal.
Plaintiff respectfully requests entry of an order (1) granting this letter-motion to
seal; (2) permitting the continued sealing of certain information related to the
Settlement Agreement (previously approved by the Court for redaction from the
Complaint) as redacted from the Rabin Affidavit and Work Affidavit in support of
Plaintiff’s Motion for Default Judgment, and the sealing of the information
redacted from Exhibit 3 (pages 8, 9, 11, and 13) and Exhibit 12; and (3)
permitting the sealing of Exhibits 1, 4, and 11.
Sincerely,

Shawn J. Rabin

The Court HEREBY GRANTS IN PART Plaintiff's Letter
Motion to Seal. Plaintiff shall file a newly redacted version that
does not redact those portions of the Lease quoted in the publicly
filed Complaint on or before October 21, 2020.
SO ORDERED.
10/14/2020