BLST Northstar, LLC et al v. Atalaya Capital Management LP et al

Filing 31

ORDER granting 28 Letter Motion to Seal. As ordered at the hearing held on March 7, 2024, and for the reasons stated thereat, the joint request to seal and redact the materials set forth in this letter is granted with the exception that the document at ECF No. 14-6 shall be filed in redacted form (redacting only names of individuals). SO ORDERED. (Signed by Magistrate Judge Robert W. Lehrburger on 3/7/2024) (mml)

part:
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Specifically, the Parties seek to maintain under seal the following exhibits in whole or in
ECF No. 5-1 (redact)
ECF No. 5-5 (seal)
ECF No. 5-6 (seal)
ECF No. 5-7 (seal)
ECF No. 6-1 (redact)
ECF No. 14-6 (seal)
ECF No. 14-8 (seal)

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ECF No. 14-9 (seal)
ECF No. 14-18 (seal)
ECF No. 14-19 (seal)
ECF No. 14-20 (redact)
ECF No. 14-21 (redact)
ECF No. 14-22 (seal)
ECF No. 14-23 (seal)

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ECF No. 14-24 (seal)
ECF No. 22-1 (seal)
ECF No. 22-2 (seal)
ECF No. 22-3 (seal)
ECF No. 22-5 (seal)
ECF No. 22-6 (seal)

The Parties also request leave to maintain under seal portions of other documents quoting
or describing the Proposed Sealed Exhibits. Specifically, Bluestem’s Opening Brief In Support
Of Its Motion to Compel Atalaya Capital Management, LP, and BB Allium LLC To Comply With
Petitioner’s Subpoenas filed February 12, 2024 (ECF No. 4), Atalaya’s Memorandum of Law in
Opposition to Bluestem’s Motion to Compel filed February 20, 2024 (ECF No. 16), and
Bluestem’s Reply Memorandum of Law in Support of Bluestem’s Motion to Compel filed
February 22, 2024 (ECF No. 21) each include such quotations or descriptions.
This Court’s authority to maintain sensitive records under seal is well established.
“Although the right of public access to court records is firmly entrenched and well supported by
policy and practical considerations, the right is not absolute.” In re Orion Pictures Corp., 21 F.3d
24, 27 (2d Cir. 1994). “Every court has supervisory power over its own records and files, and
access [can be] denied where court files might have become a vehicle for improper purposes.”
United States v. Amodeo, 44 F.3d 141, 146 (2d Cir. 1995) (citation omitted). “[T]he presumption
of public access in filings submitted in connection with discovery disputes . . . is generally
somewhat lower than the presumption applied to material introduced at trial, or in connection with
dispositive motions such as motions for dismissal or summary judgment.” Brown v. Maxwell, 929
F.3d 41, 50 (2d Cir. 2019).
Sealing is appropriate where “essential to preserve higher values and [] narrowly tailored
to serve that interest.” Lugosch v. Pyramid Co. of Onondaga, 435 F.3d 110, 120 (2d Cir. 2006).
Where documents contain “sensitive information that, if disclosed, might harm [a party’s]
competitive standing . . . the privacy interests outweigh the public’s interest in the redacted [or
sealed] material.” Graczyk v. Verizon Commc’ns, Inc., 18-CV-6465 (PGG), 2020 WL 1435031,
at *9 (S.D.N.Y. Mar. 24, 2020); see also Rubik’s Brand Ltd. v. Flambeau, Inc., 17-CV-6559 (PGG)
(KHP), 2021 WL 1085338, at *1 (S.D.N.Y. Mar. 22, 2021) (holding that documents that “contain
confidential and/or competitively sensitive business information that, if disclosed, would result in
competitive harm” may properly be redacted or sealed). Applying this framework, courts in this
District “routinely permit parties to seal or redact commercially sensitive information to protect
confidential business interests and financial information.” Rand v. Travelers Indem. Co., 21-CV10744 (VB) (VF), 2023 WL 4636614, at *2 (S.D.N.Y. July 19, 2023).
The Parties seek to maintain under seal documents produced in the underlying action that
contain confidential business information of Petitioners, Respondents, and other third parties,
which the Parties designated as confidential pursuant to the Protective Order in the underlying
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case. In so designating, Respondent was required to “reasonably and in good faith contend” that
these documents contain “confidential or proprietary information” as defined in that Protective
Order. Dkt. 45, BLST Northstar, LLC et al. v. Santander Consumer USA Inc., Case No. 22-cv2210 (WMW/DJF) (D. Minn. Jan. 25, 2023). The Parties also seek to maintain under seal
communications that discuss details of confidential business information of Respondents and
others, and those portions of the briefs which discuss the Proposed Sealed Exhibits.

The nature of both the underlying lawsuit and the disputes in the motion before the Court
underscore the propriety of maintaining the documents and information listed above under seal.
In short, one of the core contentions of Bluestem’s complaint is that its confidential and proprietary
financial information, projections, and analysis was improperly shared with Atalaya, in violation
of both contractual obligations and federal statutes. For its part, one of the core contentions of
Atalaya’s opposition brief focuses on information contained in the documents at issue, which
Atalaya contends is confidential and proprietary to it. Both parties are thus sharply aware of, and
have taken extensive precautions to protect, the information this joint motion to seal addresses.
Additionally, the Parties seek to maintain under seal an unredacted copy of the Amended
Complaint filed in the underlying matter on November 3, 2023 (ECF No. 5-1). The Amended
Complaint contains sensitive business information of Petitioners and third parties, including
contract terms subject to confidentiality provisions and private negotiation positions. The Court
in the underlying matter ordered that this document remain under seal because it “contains contract
terms subject to confidentiality provisions prohibiting their disclosure.” Dkt. Nos. 22, 71 BLST
Northstar, LLC et al. v. Santander Consumer USA Inc., Case No. 22-cv-2210 (WMW/DJF) (D.
Minn.). The Parties request that this Court permit the Amended Complaint remain under seal for
the same reasons. The Parties also seek to redact those portions of the brief which discuss the
portions of the Amended Complaint that have been sealed in the underlying case.
Respectfully submitted,
/s/ Owen Roberts

/s/ Matthew Tharp (with permission)

Owen Roberts
QUINN EMANUEL URQUHART & SULLIVAN LLP
51 Madison Ave.
22nd Floor
New York, NY 10010-1601
[e-mail]
[phone]

Katherine L. Pringle
Matthew Tharp
FRIEDMAN KAPLAN SEILER ADELMAN &
ROBBINS LLP
7 Times Square
New York, NY 10036-6516
[e-mail]
[e-mail]
[phone]

Attorney for BLST Northstar, LLC and BLST
Receivables & Servicing, LLC

Attorneys for Atalaya Capital Management
LP and BB Allium LLC

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