1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 SOUTHERN DISTRICT OF CALIFORNIA 10 11 AZENTA, INC., Case No.: 22-cv-01952-JLS-JLB
12 Plaintiff, ORDER REGARDING PLAINTIFF’S 13 v. MOTIONS TO FILE DOCUMENTS UNDER SEAL 14 STEPHANIE ANDREWS, et al.,
15 Defendants. [ECF Nos. 47; 55] 16 AND RELATED COUNTERCLAIMS. 17 18 Before the Court are Plaintiff Azenta, Inc.’s Motions to File Documents Under Seal. 19 (ECF Nos. 47; 55.) In both motions, Plaintiff seeks to file under seal the entirety of five 20 exhibits attached to its response in opposition to Defendant Stephanie Andrew’s motion to 21 compel.1 (See ECF Nos. 46-2 at 6–19; 47; 55.) 22 23 24 1 On October 10, 2023, Plaintiff filed both a response in opposition (ECF No. 46) and 25 one of the instant motions to file documents under seal (ECF No. 47). In its first motion to file under seal, Plaintiff improperly submitted Exhibit A to the Omnibus Declaration of 26 Kimberly Davis to the Clerk’s Office by digital file, despite it being a PDF. (See ECF Nos. 27 47 at 2; 48 at 7–11; 49 at 2.) On October 16, 2023, Plaintiff filed a second motion to file documents under seal (ECF No. 55) and an updated sealed lodged proposed document 28 1 I. Legal Standard 2 “Historically, courts have recognized a ‘general right to inspect and copy public 3 records and documents, including judicial records and documents,’” which is “justified by 4 the interest of citizens in ‘keep[ing] a watchful eye on the workings of public agencies.’” 5 Kamakana v. City & Cnty. of Honolulu, 447 F.3d 1172, 1178 (9th Cir. 2006) (quoting 6 Nixon v. Warner Commc’ns, Inc., 435 U.S. 589, 597, 598 (1978)). As such, a party seeking 7 to seal a judicial record attached to a dispositive motion must “articulate[] compelling 8 reasons supported by specific factual findings” that can surmount the “strong presumption 9 in favor of access to court records.” Foltz v. State Farm Mut. Auto. Ins. Co., 331 F.3d 10 1122, 1135 (9th Cir. 2003). 11 However, a different standard applies to non-dispositive motions. Kamakana, 447 12 F.3d at 1179. “Non[-]dispositive motions ‘are often unrelated, or only tangentially related, 13 to the underlying cause of action,’ and, as a result, the public’s interest in accessing 14 dispositive materials does ‘not apply with equal force’ to non-dispositive materials.” 15 Pintos v. Pac. Creditors Ass’n, 605 F.3d 665, 678 (9th Cir. 2010) (quoting Kamakana, 447 16 F.3d at 1179). “In light of the weaker public interest in non[-]dispositive materials, we 17 apply the ‘good cause’ standard when parties wish to keep them under seal.” Pintos, 605 18 F.3d at 678. “There may be ‘good cause’ to seal records that are privileged, contain trade 19 secrets, contain confidential research, development or commercial information, or if 20 disclosure of the information might harm a litigant’s competitive standing.” Mezzadri v. 21 Med. Depot, Inc., No. 14-CV-2330-AJB-DHB, 2015 WL 12564223, at *2 (S.D. Cal. Dec. 22 18, 2015). 23 /// 24 /// 25 /// 26 27 Court notes the instant motions and the documents they seek the Court to seal are otherwise 28 1 II. Discussion 2 A. Exhibit A 3 Exhibit A is Plaintiff’s Sales Incentive Plan for the 2022 Fiscal Year (“FY2022 4 SIP”), which Plaintiff seeks to file under seal in its entirety. (See ECF No. 55 at 2.) Plaintiff 5 argues this document qualifies for sealing because it “contains the confidential terms of a 6 contractual agreement between Azenta and its sales employees, is issued only to Azenta 7 sales personnel, and is not otherwise available to the public or third parties.” (Id. at 8.) 8 Plaintiff further asserts that “disclosure of the [document] would cause irreparable harm to 9 Azenta.” (Id. at 3.) 10 Despite Plaintiff’s assertions, the Court notes that an identical copy of the FY2022 11 SIP is already publicly filed on the record as an exhibit to Defendant Andrews’s 12 counterclaims. (See ECF No. 12 at 38–42.) Plaintiff took no action to seal the document 13 or to oppose its public docketing in the nearly nine months since its filing. In fact, 14 Plaintiff’s motion fails to address that this document is already a part of the public judicial 15 record. See Kamakana, 447 F.3d at 1184 (noting that information that is “either already 16 publicly available or [is] available in other documents being produced” supports a decision 17 to unseal records). Even if Plaintiff had addressed the previous public filing of 18 FY2022 SIP, Plaintiff fails to provide support for why the entirety of Exhibit A should be 19 filed under seal, particularly when Plaintiff’s opposition quotes clauses from the document 20 and does not redact them. (See, e.g., ECF No. 46 at 3 (“Specifically, the SIP provides that 21 it ‘supersedes all prior sales compensation programs of the company and all other previous 22 or written statements from all previous entities regarding the subjects contained herein 23 unless amended in writing by Azenta.’ The Fiscal Year 2022 (‘FY2022’) SIP, which was 24 in effect during the relevant time period alleged in Andrews’ Counterclaim, provides that 25 ‘quarterly incentive payments are made based on a sales team member’s year to date 26 performance against their year to date goal, and paid up to their year to date target 27 incentive.’”) (citations omitted).) 28 /// 1 Accordingly, the Court DENIES Plaintiff’s second motion to file documents under 2 seal (ECF No. 55) with respect to Exhibit A to the Omnibus Declaration of Kimberly Davis 3 (ECF No. 56). 4 B. Exhibits B–E 5 Plaintiff additionally seeks to file under seal the entirety of Exhibits B–E, which 6 constitute Microsoft Excel workbooks in native format. (See ECF No. 55 at 2–3.) Exhibit 7 B is the “Q2 Billings Report,” which shows all sales made in January and February 2022 8 within Defendant Andrews’s department.2 (Id. at 2.) Exhibits C–E are redacted 9 spreadsheets detailing sales incentives Plaintiff paid to individuals in Defendant Andrews’s 10 department in Q1, Q2, and Q3 of 2022, respectively. (Id. at 2–3.) 11 Plaintiff argues these workbooks contain “proprietary Azenta information, including 12 information regarding incentive plans[,] payments, . . . sales, customers, and products.” 13 (Id. at 3.) Plaintiff further argues the workbooks include “private identifying information 14 related to non-party customers and affiliates of Azenta,” who “could bring legal action 15 against Azenta for breaches of confidential information” if their “private identifying 16 information” were to be publicly released. (Id. at 8.) Plaintiff lodged with the Clerk’s 17 Office unredacted copies of Exhibits B–E to the Omnibus Declaration of Kimberly Davis 18 in native Microsoft Excel form. (ECF No. 56.) 19 Based on its own review, the Court finds Plaintiff has demonstrated good cause to 20 file under seal the spreadsheets detailing its sales incentive payouts, customer information, 21 price terms, and other proprietary information in Exhibits B–E to the Omnibus Declaration 22 of Kimberly Davis. See Kamakana, 447 F.3d at 1180; see also Fed. Ins. Co. v. Tungsten 23 Heavy Powder & Parts, Inc., --- F. Supp. 3d ----, No. 21-CV-1197-W-MDD, 2023 WL 24 1806816 (S.D. Cal. Feb. 7, 2023) (sealing “confidential information relating to [the 25
26 27 2 Plaintiff’s 2022 fiscal year commenced October 1, 2021, with the first three quarters being “Q1” (October through December 2021), “Q2” (January through March 2022), and 28 1 movant’s] business, the disclosure of which [was] likely to be commercially detrimental’’); 2 || Primus Grp., Inc. v. Inst. for Env’t Health, Inc., 395 F. Supp. 3d 1243, 1267-68 (N.D. Cal.
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1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 SOUTHERN DISTRICT OF CALIFORNIA 10 11 AZENTA, INC., Case No.: 22-cv-01952-JLS-JLB
12 Plaintiff, ORDER REGARDING PLAINTIFF’S 13 v. MOTIONS TO FILE DOCUMENTS UNDER SEAL 14 STEPHANIE ANDREWS, et al.,
15 Defendants. [ECF Nos. 47; 55] 16 AND RELATED COUNTERCLAIMS. 17 18 Before the Court are Plaintiff Azenta, Inc.’s Motions to File Documents Under Seal. 19 (ECF Nos. 47; 55.) In both motions, Plaintiff seeks to file under seal the entirety of five 20 exhibits attached to its response in opposition to Defendant Stephanie Andrew’s motion to 21 compel.1 (See ECF Nos. 46-2 at 6–19; 47; 55.) 22 23 24 1 On October 10, 2023, Plaintiff filed both a response in opposition (ECF No. 46) and 25 one of the instant motions to file documents under seal (ECF No. 47). In its first motion to file under seal, Plaintiff improperly submitted Exhibit A to the Omnibus Declaration of 26 Kimberly Davis to the Clerk’s Office by digital file, despite it being a PDF. (See ECF Nos. 27 47 at 2; 48 at 7–11; 49 at 2.) On October 16, 2023, Plaintiff filed a second motion to file documents under seal (ECF No. 55) and an updated sealed lodged proposed document 28 1 I. Legal Standard 2 “Historically, courts have recognized a ‘general right to inspect and copy public 3 records and documents, including judicial records and documents,’” which is “justified by 4 the interest of citizens in ‘keep[ing] a watchful eye on the workings of public agencies.’” 5 Kamakana v. City & Cnty. of Honolulu, 447 F.3d 1172, 1178 (9th Cir. 2006) (quoting 6 Nixon v. Warner Commc’ns, Inc., 435 U.S. 589, 597, 598 (1978)). As such, a party seeking 7 to seal a judicial record attached to a dispositive motion must “articulate[] compelling 8 reasons supported by specific factual findings” that can surmount the “strong presumption 9 in favor of access to court records.” Foltz v. State Farm Mut. Auto. Ins. Co., 331 F.3d 10 1122, 1135 (9th Cir. 2003). 11 However, a different standard applies to non-dispositive motions. Kamakana, 447 12 F.3d at 1179. “Non[-]dispositive motions ‘are often unrelated, or only tangentially related, 13 to the underlying cause of action,’ and, as a result, the public’s interest in accessing 14 dispositive materials does ‘not apply with equal force’ to non-dispositive materials.” 15 Pintos v. Pac. Creditors Ass’n, 605 F.3d 665, 678 (9th Cir. 2010) (quoting Kamakana, 447 16 F.3d at 1179). “In light of the weaker public interest in non[-]dispositive materials, we 17 apply the ‘good cause’ standard when parties wish to keep them under seal.” Pintos, 605 18 F.3d at 678. “There may be ‘good cause’ to seal records that are privileged, contain trade 19 secrets, contain confidential research, development or commercial information, or if 20 disclosure of the information might harm a litigant’s competitive standing.” Mezzadri v. 21 Med. Depot, Inc., No. 14-CV-2330-AJB-DHB, 2015 WL 12564223, at *2 (S.D. Cal. Dec. 22 18, 2015). 23 /// 24 /// 25 /// 26 27 Court notes the instant motions and the documents they seek the Court to seal are otherwise 28 1 II. Discussion 2 A. Exhibit A 3 Exhibit A is Plaintiff’s Sales Incentive Plan for the 2022 Fiscal Year (“FY2022 4 SIP”), which Plaintiff seeks to file under seal in its entirety. (See ECF No. 55 at 2.) Plaintiff 5 argues this document qualifies for sealing because it “contains the confidential terms of a 6 contractual agreement between Azenta and its sales employees, is issued only to Azenta 7 sales personnel, and is not otherwise available to the public or third parties.” (Id. at 8.) 8 Plaintiff further asserts that “disclosure of the [document] would cause irreparable harm to 9 Azenta.” (Id. at 3.) 10 Despite Plaintiff’s assertions, the Court notes that an identical copy of the FY2022 11 SIP is already publicly filed on the record as an exhibit to Defendant Andrews’s 12 counterclaims. (See ECF No. 12 at 38–42.) Plaintiff took no action to seal the document 13 or to oppose its public docketing in the nearly nine months since its filing. In fact, 14 Plaintiff’s motion fails to address that this document is already a part of the public judicial 15 record. See Kamakana, 447 F.3d at 1184 (noting that information that is “either already 16 publicly available or [is] available in other documents being produced” supports a decision 17 to unseal records). Even if Plaintiff had addressed the previous public filing of 18 FY2022 SIP, Plaintiff fails to provide support for why the entirety of Exhibit A should be 19 filed under seal, particularly when Plaintiff’s opposition quotes clauses from the document 20 and does not redact them. (See, e.g., ECF No. 46 at 3 (“Specifically, the SIP provides that 21 it ‘supersedes all prior sales compensation programs of the company and all other previous 22 or written statements from all previous entities regarding the subjects contained herein 23 unless amended in writing by Azenta.’ The Fiscal Year 2022 (‘FY2022’) SIP, which was 24 in effect during the relevant time period alleged in Andrews’ Counterclaim, provides that 25 ‘quarterly incentive payments are made based on a sales team member’s year to date 26 performance against their year to date goal, and paid up to their year to date target 27 incentive.’”) (citations omitted).) 28 /// 1 Accordingly, the Court DENIES Plaintiff’s second motion to file documents under 2 seal (ECF No. 55) with respect to Exhibit A to the Omnibus Declaration of Kimberly Davis 3 (ECF No. 56). 4 B. Exhibits B–E 5 Plaintiff additionally seeks to file under seal the entirety of Exhibits B–E, which 6 constitute Microsoft Excel workbooks in native format. (See ECF No. 55 at 2–3.) Exhibit 7 B is the “Q2 Billings Report,” which shows all sales made in January and February 2022 8 within Defendant Andrews’s department.2 (Id. at 2.) Exhibits C–E are redacted 9 spreadsheets detailing sales incentives Plaintiff paid to individuals in Defendant Andrews’s 10 department in Q1, Q2, and Q3 of 2022, respectively. (Id. at 2–3.) 11 Plaintiff argues these workbooks contain “proprietary Azenta information, including 12 information regarding incentive plans[,] payments, . . . sales, customers, and products.” 13 (Id. at 3.) Plaintiff further argues the workbooks include “private identifying information 14 related to non-party customers and affiliates of Azenta,” who “could bring legal action 15 against Azenta for breaches of confidential information” if their “private identifying 16 information” were to be publicly released. (Id. at 8.) Plaintiff lodged with the Clerk’s 17 Office unredacted copies of Exhibits B–E to the Omnibus Declaration of Kimberly Davis 18 in native Microsoft Excel form. (ECF No. 56.) 19 Based on its own review, the Court finds Plaintiff has demonstrated good cause to 20 file under seal the spreadsheets detailing its sales incentive payouts, customer information, 21 price terms, and other proprietary information in Exhibits B–E to the Omnibus Declaration 22 of Kimberly Davis. See Kamakana, 447 F.3d at 1180; see also Fed. Ins. Co. v. Tungsten 23 Heavy Powder & Parts, Inc., --- F. Supp. 3d ----, No. 21-CV-1197-W-MDD, 2023 WL 24 1806816 (S.D. Cal. Feb. 7, 2023) (sealing “confidential information relating to [the 25
26 27 2 Plaintiff’s 2022 fiscal year commenced October 1, 2021, with the first three quarters being “Q1” (October through December 2021), “Q2” (January through March 2022), and 28 1 movant’s] business, the disclosure of which [was] likely to be commercially detrimental’’); 2 || Primus Grp., Inc. v. Inst. for Env’t Health, Inc., 395 F. Supp. 3d 1243, 1267-68 (N.D. Cal. 3 ||2019) (sealing information that would “reveal[] the identity of and information about 4 specific customers” because “competitors could use this information to effectively target 5 marketing efforts without expending similar time and resources”); Monster Energy 6 ||Co. v. Vital Pharms., Inc., No. EDCV181882JGBSHKX, 2019 WL 3099711, at *2 (C.D. 7 || Cal. June 17, 2019) (granting a motion to seal “(1) non-public financial information of [the 8 || plaintiff] and third-parties and (2) non-public strategic and business-making information 9 || of [the plaintiff] and third-parties”’). 10 Accordingly, the Court GRANTS Plaintiff's second motion to file documents under 11 (ECF No. 55) with respect to Exhibits B—E to the Omnibus Declaration of Kimberly 12 || Davis (ECF No. 56). 13 ||. CONCLUSION 14 For the aforementioned reasons, the Court hereby rules as follows: 15 1. Plaintiff's second motion to file documents under seal (ECF No. 55) is 16 GRANTED in part and DENIED in part. 17 2. The Court DIRECTS the Clerk of Court to file Plaintiff's unredacted versions 18 of Exhibits B-E to the Omnibus Declaration of Kimberly Davis 19 (ECF No. 56) UNDER SEAL. 20 3. Plaintiff SHALL PUBLICLY FILE Exhibit A to the Omnibus Declaration 21 of Kimberly Davis in its entirety within seven (7) days of the electronic 22 docketing of this Order. 23 4. Plaintiffs first motion to file documents under seal (ECF No. 47) is DENIED. 24 || Dated: October 26, 2023 -
n. Jill L. Burkhardt 26 ited States Magistrate Judge 27 28