Travel Leaders Group Holdings, LLC et al v. Thomas

Filing 41

ORDER: Accordingly, the Court finds that Ms. Daras, or any successor to her role, should receive access to highly confidential information other than Nous' financial records and arrangements, and such information may be redacted. Should an oc casion arise where Plaintiffs' counsel believes some accommodation is necessary to afford Ms. Daras access to specific financial information, Plaintiffs' counsel is directed to confer in good faith with Defendant's counsel and, if still necessary, apply to the Court for further relief. SO ORDERED. (Signed by Judge Loretta A. Preska on 5/8/2024) (tg)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
TRAVEL LEADERS GROUP HOLDINGS, LLC
& ALTOUR HOLDINGS, LLC,
Plaintiffs,

No. 24 CV 1208 (LAP)

-against-

ORDER

ANTHONY LEE THOMAS,
Defendant.
LORETTA A. PRESKA, Senior United States District Judge:
The Court is in receipt of the parties’ joint letter [dkt.
no. 39] regarding the scope of a proposed protective order.

The

parties agree that Plaintiffs’ in-house counsel, Ms. Daras, will
receive

access

to

discovery

marked

non-confidential

and

confidential, but they dispute whether she should receive access
to discovery designated as “highly confidential.”

As explained

below, Ms. Daras shall receive access to highly confidential
information other than Nous’ financial records and arrangements.
Federal Rule of Civil Procedure 26 provides that a court may,
for good cause, issue an order “requiring that a trade secret or
other

confidential

research,

development,

or

commercial

information not be revealed or be revealed only in a specified
way.”

Fed. R. Civ. P. 26(c)(1)(G).

Disclosure of confidential

information on an “attorneys’ eyes only” basis “is a routine
feature of civil litigation involving trade secrets.”
of N.Y., 607 F.3d 923, 935 (2d Cir. 2010).

In re City

In-house counsel may not be denied access to confidential
information solely because of her status as in-house counsel.
U.S. Steel Corp. v. United States, 730 F.2d 1465, 1468-69 (Fed.
Cir. 1984).
solely

Nor should in-house counsel be permitted such access

because

she

responsibility.

is

bound

by

the

rules

of

professional

Sullivan Mktg., Inc. v. Valassis Commc’ns, Inc.,

No. 93 Civ. 6350 (PKL), 1994 WL 177795, at *2 (S.D.N.Y. May 5,
1994) (citing Carpenter Tech. Corp. v. Armco, Inc., 132 F.R.D. 24,
27 (E.D. Pa. 1990)).
Instead, courts apply a two-step analysis to determine on an
individualized basis whether in-house counsel “has a part in the
type

of

competitive
of

decision-making

confidential

that

would

information.”

involve

Id.

the

potential

use

(citations

omitted).

The first step is to examine whether in-house counsel

is involved in “competitive decisionmaking,” which courts have
held

to

mean

“a counsel’s

activities,

association,

and

relationship with a client that . . . involve counsel’s advice and
participation in any or all of the client’s decisions (pricing,
product design, etc.) made in light of similar or corresponding
information about a competitor.”

Koninklijke Philips N.V. v.

iGuzzini Lighting USA, Ltd., 311 F.R.D. 80, 83 (S.D.N.Y. 2015)
(quoting U.S. Steel Corp., 730 F.2d at 1468 n.3).

This inquiry

tests

confidential

the

information.

risk

of

inadvertent

disclosure

of

Id. (acknowledging the difficulty for the human mind
2

to compartmentalize and suppress information once learned).

Once

determined, the second step is to balance the risk of inadvertent
disclosure

against

information.

the

requesting

party’s

need

for

such

See Rodo Inc. v. Guimaraes, No. 22 Civ. 9736 (VSB),

2022 WL 17974911, at *1 (S.D.N.Y. Dec. 27, 2022); Koninklijke
Philips N.V., 311 F.R.D. at 84.
Here, the parties dispute whether Ms. Daras, who is General
Counsel for Internova Travel Group and a member of the New York
Bar, should receive access to discovery designated as “highly
confidential.”

Ms. Daras oversees all legal matters across

Internova ̶ a global travel services company with 6,000 locations,
representing 100,000 travel advisors, and a presence in more than
80 countries.

Plaintiffs represent that Ms. Daras is not involved

in competitive decisionmaking as she “does not manage business
functions for Internova, nor does she participate in strategy for
Altour or Internova concerning pricing, markets, customers, etc.”
(Dkt. no. 39 at 2.)
Notwithstanding Plaintiffs’ representation, Defendant argues
that Ms. Daras’ position as General Counsel “for all of Internova
(not merely Altour)” creates a heightened risk of inadvertent
disclosure.

(See id. at 4.)

Based on this perceived risk alone,

Defendant proposes that Plaintiffs be required to show, on a
case-by-case basis, why it is necessary for Ms. Daras to view
highly confidential information. (Id. at 4-5.) That is, Defendant
3

seeks to impose a greater burden on Ms. Daras based on her status
as in-house counsel, in contravention of the rule articulated in
U.S. Steel Corporation.

See 730 F.2d at 1468-69.

Defendant also argues that not only is there a risk of
inadvertent
espionage.”

disclosure,

but

there

(Dkt. no. 39 at 4.)

is

a

risk

of

“commercial

Defendant’s position on this

point is somewhat puzzling for two reasons.

Defendant portrays

Plaintiffs as abusing the judicial system to acquire valuable,
non-public information about its competitor’s operations.

In the

same breath, though, Defendant describes Nous as a “fledgling”
company

that

is

“just

three

months

old

with

fewer

employees and no contracts with any trip advisors.”

than

ten

(Id. at 3-4.)

If Nous has yet to establish its commercial footing as Defendant
depicts, then a possibility of commercial espionage seems remote. 1

Moreover, Defendant misstates the facts and holding of Quotron
Systems, Inc. v. Automatic Data Processing, Inc., 141 F.R.D. 37
(S.D.N.Y. 1992). He asserts that the court “denied plaintiff’s
request for its in-house counsel to access ‘highly confidential’
information . . . because of the risk that the litigation is being
used for ‘commercial espionage.’”
(Dkt. no. 39 at 4.)
To the
contrary, Quotron had proposed the disclosure of confidential
information to no more than three employees “in addition to outside
counsel and in-house counsel preparing for the trial of this action
. . . . ” Quotron Sys., Inc., 141 F.R.D. at 39 (emphasis added).
Quotron orally withdrew its request that the three employees be
permitted access to highly confidential information due to
concerns over espionage. Id. at 40. The court then determined
that ADP had overclassified documents as “highly confidential,”
ordered ADP to reclassify the materials, and left the door open to
Quotron to renew its motion for a protective order following
reclassification. Id.
1

4

Moreover, Defendant’s portrayal fails to explain why Ms. Daras
would be willing to jeopardize her career, license, and reputation
to disseminate highly confidential information.

In lieu of any

evidence, Defendant offers no more than theories and speculation
in objection.

Based on the record before the Court, it appears

that Ms. Daras fulfills a legal role within Internova and she is
not involved in competitive decisionmaking.

Accordingly, the risk

of inadvertent disclosure is minimal.
Balancing

the

relevant

factors,

the

Court

finds

that

Plaintiffs would be prejudiced if Ms. Daras were denied access to
all highly confidential information.

Plaintiffs propose limiting

access to highly confidential information to only one member of
Internova’s in-house counsel ̶ Ms. Daras or any successor to her
role.

(See dkt. no. 39-1 ¶¶ 8-9.)

As such, she is the lone

liaison between external counsel and Internova.

Ms. Daras will

also play an active role in the day-to-day demands of the case,
including the development of case strategy.

(Dkt. no. 39 at 2.)

Given the breadth of categories defined as “highly confidential,”
denying Ms. Daras access would stymy her ability to consider
information relevant to the formulation of case strategy and the
facilitation of settlement discussions, and it would impose an
unreasonable burden on Internova and its counsel.
Still, the Court considers the types of information to be
marked highly confidential and observes that Ms. Daras can likely
5

perform her role without access to Nous’ financial records and
arrangements.

Disclosure of such financial information of Nous

would seemingly have little to no impact on Plaintiffs’ prosecution
of the case but would create a risk of harm to Nous.
Accordingly, the Court finds that Ms. Daras, or any successor
to

her

role,

should

receive

access

to

highly

confidential

information other than Nous’ financial records and arrangements,
and such information may be redacted.

Should an occasion arise

where Plaintiffs’ counsel believes some accommodation is necessary
to afford Ms. Daras access to specific financial information,
Plaintiffs’ counsel is directed to confer in good faith with
Defendant’s counsel and, if still necessary, apply to the Court
for further relief.

SO ORDERED.
Dated:

May 8, 2024
New York, New York

___________________________________
LORETTA A. PRESKA
Senior United States District Judge

6