Medical Center at Elizabeth Place LLC v. MedAmerica Health Systems Corporation et al

Filing 26

ORDER GRANTING DEFENDANTS' MOTION FOR LEAVE TO FILE THE JOINT OPERATING AGREEMENT UNDER SEAL (Doc. 21 ). Signed by Judge Timothy S. Black on 6/22/12. (mr1)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF OHIO
WESTERN DIVISION

THE MEDICAL CENTER AT
ELIZABETH PLACE, LLC,
Plaintiff,

Case No. 3:12-cv-26

Judge Timothy S. Black

vs.
MEDAMERICA HEALTH SYSTEMS
CORPORATION, et al.,
Defendants.
ORDER GRANTING DEFENDANTS’ MOTION FOR LEAVE TO FILE THE
JOINT OPERATING AGREEMENT UNDER SEAL (Doc. 21)
This civil action is before the Court on Defendants’1 motion for leave to file the
Joint Operating Agreement (“JOA”)2 under seal3 (Doc. 21), and the parties’ responsive
memoranda (Docs. 24, 25). Plaintiff opposes the motion, arguing that: (1) the JOA is
outside the pleadings and therefore inappropriate for the Court to consider in connection
with a 12(b)(6) motion; and (2) Defendants cannot justify sealing the JOA in light of
prevailing public interests and considerations of fairness.

1

Defendants include Premier Health Partners, Atrium Health System, Catholic Health
Initiatives, MedAmerica Health Systems Corporation, Samaritan Health Partners, and UVMC
(collectively, “Defendants”).
2

The JOA explains the relationship between the Defendants and, in particular, the
integration of the Defendants’ business.
3

at 3).

The JOA is cited over three dozen times in Plaintiff’s Amended Complaint. (Doc. 24

This Court has broad discretion under Fed. R. Civ. P. 26(c) to seal documents that
contain confidential and proprietary business information. Nixon v. Warner Commc’ns.,
Inc., 435 U.S. 589, 599 (1978). To show “good cause” for such an order, a party must
show that its interest in sealing the document outweighs the public’s interest in access to
the court’s records. In re Knoxville News-Sentinel Co., 743 F.2d 470, 474 (6th Cir. 1983).
A party meets this good cause requirement by showing that the documents to be sealed
contain “business information that might harm a litigant’s competitive standing.” Id.
Defendants have clearly established that the JOA contains confidential business
information, including, but not limited to, detailed financial information about
Defendants’ business, such as the allocation of net income and net losses. (See Doc. 25,
Ex. A at ¶¶ 4-6). This information could be used by Defendants’ competitors in an effort
to gain strategic advantage. See, e.g., JOA § 11.1 (“Each JOC Participant shall hold in
confidence the specific proprietary terms and conditions hereof.”). Plaintiff fails to allege
facts or law which support a finding that such competitively sensitive information otherwise protected from public disclosure - is not entitled to protection under Fed. R.
Civ. P. 26(c). It is important to note that Defendants did not cite any of the information
that they seek to protect as confidential in their motion to dismiss, and they cited
extensively from portions of the JOA that they do not seek to protect. (Doc. 22).
Additionally, Defendants did not redact the supporting memorandum or move to file it
under seal, and thus the public has access to the information in the JOA in order to

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evaluate the motion to dismiss. Accordingly, Defendants’ interest in protecting the
confidential business information in the JOA outweighs the public’s interest in accessing
the document.
This Court need not determine whether it should consider the JOA in ruling on the
motion to dismiss in order to rule upon the discreet issue before it – whether to grant
Defendants’ motion for leave to file the JOA under seal. Consideration of the JOA when
ruling upon the 12(b)(6) motion is an issue that is not properly before the Court at this
time.4 See, e.g., BP Care, Inc. v. Thompson, 337 F.Supp.2d 1021, 1025 (S.D. Ohio 2003)
(Dlott, C.J.) (granting defendants’ motion to dismiss and holding, in the same order, that
the court could consider the administrative record that defendants filed under seal as an
attachment to their motion to dismiss without converting the motion into one for summary
judgment), aff’d, 398 F.3d 503 (6th Cir. 2005).5
Accordingly, Defendants’ motion to file the JOA under seal (Doc. 21) is hereby
GRANTED.
IT IS SO ORDERED.
s/Timothy S. Black
Timothy S. Black
United States District Judge

Date: June 22, 2012

4

Briefing on the motion to dismiss is scheduled to conclude on August 3, 2012. (Doc.

16).
5

Plaintiff is free to argue in its memorandum in opposition to the motion to dismiss that
the Court should not consider the JOA.
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