United States District Court, N.D. California
ORDER ON MOTION TO SEAL Re: Dkt. Nos. 36, 37
JAMES
DONATO UNITED STATES DISTRICT JUDGE
On June
30, 2016, the Court lifted the sealing order in this case
going forward, Dkt. No. 34, and gave the parties an
opportunity to establish what portions, if any, of the record
should remain under seal. Defendant Starwood Hotels and
Resorts Worldwide, Inc. (“Starwood”) has filed an
administrative motion to seal portions of the complaint and
motion to dismiss. Dkt. No. 37. The Court grants the motion.
Because
the motion to dismiss the complaint is potentially
dispositive of this case, Starwood acknowledges that it must
provide “compelling reasons” to overcome the
“strong presumption of access to judicial
records” for dispositive motions. See Kamakana v.
City and County of Honolulu, 447 F.3d 1172, 1178-79 (9th
Cir. 2006) (internal quote omitted). Under Civil Local Rule
79-5, Starwood needs to show that a “document, or
portions thereof, are privileged, protectable as a trade
secret or otherwise entitled to protection under the law,
” i.e., is “sealable.” Civil L.R.
79-5(b). The sealing request must also “be narrowly
tailored to seek sealing only of sealable material.”
Id. When ordering sealing in this context, the
district court must “articulate the rationale
underlying its decision to seal.” Apple Inc. v.
Psystar Corp., 658 F.3d 1150, 1162 (9th Cir. 2011).
Starwood
has narrowly tailored its request so that only those limited
portions of the complaint, motion, and attachments that refer
to specific financial information and terms of the will be
sealed. Specifically, it seeks to seal “information
that relates to valuations of the hotel property” at
issue in the case, including “proposed financial
terms” of the deal. Dkt. No. 37 at 2. The request is
accompanied by a declaration from Cynthia Potter, a
Vice-President of Real Estate Investment Management at
Starwood, who states why Starwood considers these particular
financial terms to be trade secrets and how exposure of these
details could disadvantage Starwood in negotiations that are
key to its current business plan. See Dkt. No. 37-1
¶¶ 2, 6-15. The Court is satisfied that Starwood
has demonstrated compelling reasons to seal its hotel
valuation and financial information, as detailed in the
attached table, and as reflected in the redacted copies of
the complaint, motion, and attachments filed at Dkt. No.
37-2.
CONCLUSION
Pursuant
to Civil Local Rule 79-5(f)(3), the parties should file
redacted versions of any documents affected by this order
within 7 days. By that deadline, the parties should also file
a short statement listing every document in the record
currently under seal (Dkt. Nos. 1-33), indicate whether a
redacted copy has been filed, and if so, provide the docket
number of the redacted version. After receipt of this
document, the Court will order the Clerk of Court will remove
all confidentiality restrictions on those documents for which
no redacted copy was filed.
IT
IS SO ORDERED.
79-5(d)(B)
TABLE OF REDACTIONS
Document
|
Portion to be Sealed
|
Harm from Disclosure
|
Court Decision
|
Plaintiffs’ Complaint (also attached as Ex. 1
to Macklin Declaration i/s/o Starwood’s Motion
to Dismiss)
|
¶ 19, price term
|
The price term reflects a trade secret held by
Starwood the disclosure of which puts Starwood at a
significant competitive disadvantage in future
negotiations for the sale of this and other
properties.
|
Granted
|
¶ 24, clause following “error and”
to end of the sentence
|
The financial term relates to the price term and
therefore reflects a trade secret held by Starwood
the disclosure of which puts Starwood at a
significant competitive disadvantage in future
negotiations for the sale of this and other
properties.
|
Granted
|
¶ 26, clause following “errors and”
to end of the sentence
|
The financial term relates to the price term and
therefore reflects a trade secret held by Starwood
the disclosure of which puts Starwood at a
significant competitive disadvantage in future
negotiations for the sale of this and other
properties.
|
Granted
|
Fn 2
|
The financial terms relate to the price term and
therefore reflects a trade secret held by Starwood
the disclosure of which puts Starwood at a
significant competitive disadvantage in future
negotiations for the sale of this and other
properties.
|
Granted
|
¶ 44, price term
|
The price term reflects a trade secret held by
Starwood the disclosure of which puts Starwood at a
significant competitive disadvantage in future
negotiations for the sale of this and other
properties.
|
Granted
|
¶ 47, price terms
|
The price terms reflect trade secrets held by
Starwood the disclosure of which puts Starwood at a
significant competitive disadvantage in future
negotiations for the sale of this and other
properties.
|
Granted
|
¶ 49, clause following “in addition
to” to end of sentence
|
The financial terms relate to the price term and
therefore reflect a trade secret held by Starwood the
disclosure of which puts Starwood at a significant
competitive disadvantage in future negotiations for
the sale of this and other properties.
|
Granted
|
¶ 50,
“including” to end of sentence
|
The financial terms relate to the price term and
therefore reflect a trade secret held by Starwood the
disclosure of which puts Starwood at a significant
competitive disadvantage in future negotiations for
the sale of this and other properties.
|
Granted
|
¶ 58, Term
Sheet
provision
|
The provision reflects financial terms and is a trade
secret held by Starwood the disclosure of which puts
Starwood at a significant competitive disadvantage in
future negotiations for the sale of this and other
properties.
|
Granted
|
Complaint Ex. B: “Term Sheet” (also
attached as Ex. 1 to Macklin Declaration i/s/o
Starwood’s Motion to Dismiss)
|
“Purchase Price” provision, p. 2
|
The financial term reflects a trade secret held by
Starwood the disclosure of which puts Starwood at a
significant competitive disadvantage in future
negotiations for the sale of this and other
properties.
|
Granted
|
“Earnest Money”, p. 2, deposit amounts
|
These deposit amounts relate to the price term and
therefore reflect a trade secret held by Starwood the
disclosure of which puts Starwood at a significant
competitive disadvantage in future negotiations for
the sale of this and other properties.
|
Granted
|
First full provision, p. 3
|
The provision reflects financial terms and is a trade
secret held by Starwood the disclosure of which puts
Starwood at a significant competitive disadvantage in
future negotiations for the sale of this and other
properties.
|
Granted
|
Memorandum of Law i/s/o Starwood’s Motion to
Dismiss
|
4:24-5:2, Term Sheet provision
|
This is an excerpt from a provision that reflects
financial terms and is a trade secret held by
Starwood the disclosure of which puts Starwood at a
significant competitive disadvantage in future
negotiations for the sale of this and other
properties.
|
Granted
|
5:4-8, Term
Sheet
provision
|
This is an excerpt from a provision that reflects
financial terms and is a trade secret held by
Starwood the disclosure of which puts Starwood at a
significant competitive disadvantage in future
negotiations for the sale of this and other
properties.
|
Granted
|
17:11, price term
|
The price term reflects a trade secret held by
Starwood the disclosure of which puts Starwood at a
significant competitive disadvantage in future
negotiations for the sale of this and other
properties.
|
Granted
|
18:5, price term
|
The price term reflects a trade secret held by
Starwood the disclosure of which puts Starwood at a
significant competitive disadvantage in future
negotiations for the sale of this and other
properties.
|
Granted
|