Baird v. BlackRock Institutional Trust Company, N.A.

Opinion

1 2 3 4 UNITED STATES DISTRICT COURT 5 NORTHERN DISTRICT OF CALIFORNIA 6 7 CHARLES BAIRD, et al., Case No. 17-cv-01892-HSG

8 Plaintiffs, ORDER GRANTING IN PART AND DENYING IN PART 9 v. ADMINISTRATIVE MOTION TO FILE UNDER SEAL 10 BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A., et al., Re: Dkt. No. 460 11 Defendants. 12 13 Pending before the Court is Plaintiffs’ Administrative Motion to File Under Seal. Dkt. No. 14 460. For the reasons set forth below, the motion is GRANTED IN PART and DENIED IN 15 PART. 16 I. LEGAL STANDARD 17 Courts generally apply a “compelling reasons” standard when considering motions to seal 18 documents. Pintos v. Pac. Creditors Ass’n, 605 F.3d 665, 678 (9th Cir. 2010) (quoting Kamakana 19 v. City & Cty. of Honolulu, 447 F.3d 1172, 1178 (9th Cir. 2006)). “This standard derives from the 20 common law right ‘to inspect and copy public records and documents, including judicial records 21 and documents.’” Id. (quoting Kamakana, 447 F.3d at 1178). “[A] strong presumption in favor of 22 access is the starting point.” Kamakana, 447 F.3d at 1178 (quotations omitted). To overcome this 23 strong presumption, the party seeking to seal a judicial record attached to a dispositive motion 24 must “articulate compelling reasons supported by specific factual findings that outweigh the 25 general history of access and the public policies favoring disclosure, such as the public interest in 26 understanding the judicial process” and “significant public events.” Id. at 1178–79 (quotations 27 omitted). “In general, ‘compelling reasons’ sufficient to outweigh the public’s interest in 1 vehicle for improper purposes,’ such as the use of records to gratify private spite, promote public 2 scandal, circulate libelous statements, or release trade secrets.” Id. at 1179 (quoting Nixon v. 3 Warner Commc’ns, Inc., 435 U.S. 589, 598 (1978)). “The mere fact that the production of records 4 may lead to a litigant’s embarrassment, incrimination, or exposure to further litigation will not, 5 without more, compel the court to seal its records.” Id. 6 The Court must “balance[] the competing interests of the public and the party who seeks to 7 keep certain judicial records secret. After considering these interests, if the court decides to seal 8 certain judicial records, it must base its decision on a compelling reason and articulate the factual 9 basis for its ruling, without relying on hypothesis or conjecture.” Id. Civil Local Rule 79-5 10 supplements the compelling reasons standard set forth in Kamakana: the party seeking to file a 11 document or portions of it under seal must “establish[] that the document, or portions thereof, are 12 privileged, protectable as a trade secret or otherwise entitled to protection under the law . . . The 13 request must be narrowly tailored to seek sealing only of sealable material.” Civil L.R. 79-5(b). 14 Finally, records attached to motions that are only “tangentially related to the merits of a 15 case” are not subject to the strong presumption of access. Ctr. for Auto Safety v. Chrysler Grp., 16 LLC, 809 F.3d 1092, 1101 (9th Cir. 2016). Accordingly, parties moving to seal such records need 17 only meet the lower “good cause” standard of Rule 26(c). Id. at 1097. The “good cause” standard 18 requires a “particularized showing” that “specific prejudice or harm will result” if the information 19 is disclosed. Phillips ex rel. Estates of Byrd v. Gen. Motors Corp., 307 F.3d 1206, 1210–11 (9th 20 Cir. 2002) (citation and internal quotation marks omitted); see also Fed. R. Civ. P. 26(c). 21 II. DISCUSSION 22 The parties seek to file portions of Plaintiffs’ Trial Brief under seal. See Dkt. No. 460. 23 Because this document is more than tangentially related to the underlying cause of action, the 24 Court applies the “compelling reasons” standard. 25 In support of Plaintiffs’ motion, Defendants filed two declarations in which BlackRock 26 executives explain that certain statements in Plaintiffs’ Trial Brief reflect Plaintiffs’ 27 characterization of materials that convey confidential information related to BlackRock’s 1 fiduciary committees, including internal committee deliberations, meeting materials, governing 2 || documents, and communications with the Plan’s active and prospective service providers. See 3 Dkt. Nos. 465-66. The Court finds that the parties have provided a compelling interest to seal the 4 || portions of Plaintiffs’ Trial Brief that contain confidential business and financial information 5 relating to the operations of BlackRock. See Apple Inc. v. Samsung Elecs. Co., Ltd., No. 11-CV- 6 01846-LHK, 2012 WL 6115623 (N.D. Cal. Dec. 10, 2012); see also Agency Solutions.Com, LLC 7 v. TriZetto Group, Inc., 819 F. Supp. 2d 1001, 1017 (E.D. Cal. 2011); Linex Techs., Inc. v. 8 Hewlett-Packard Co., No. C 13-159 CW, 2014 WL 6901744 (N.D. Cal. Dec. 8, 2014) (holding 9 sensitive financial information falls within the class of documents that may be filed under seal). 10 The Court therefore GRANTS Plaintiffs’ motion to seal as to the statements in Plaintiffs’ 11 Trial Brief on pages 1:17-1:20; 2:27-3:2; 3:9-12; and 4:11-13. However, the parties have not 12 || articulated compelling reasons to seal the statements in Plaintiffs’ Trial Brief on pages 1:8-9; 1:21; 5 13 || 2:25-26; 4:28-5:3; and 5:12-13. See, e.g., Dkt. No. 465 (“Kirsch Decl.”) at 1 n.1 (“I have also 14 || reviewed pages 1:8-9, 1:21, and 2:25-26 of plaintiffs’ Trial Brief. Those statements are not 3 || required to be filed under seal.”); Dkt. No. 466 (“‘Strofs Decl.”) at 1 n.1 (“I have also reviewed a 16 || pages 4:28-5:3 and 5:12-13 of plaintiffs’ Trial Brief. Those statements are not required to be filed 3 17 || under seal.”). The Court accordingly DENIES Plaintiffs’ motion as to those statements. 18 || 1 CONCLUSION 19 For the foregoing reasons, Plaintiffs’ Administrative Motion to File Under Seal, Dkt. No. 20 || 460, is GRANTED IN PART and DENIED IN PART. The Court DIRECTS Plaintiffs to file 21 within seven days a public version of Plaintiffs’ Trial Brief with redactions that comport with this 22 || Order. 23 IT IS SO ORDERED 24 || Dated: 9/29/2021 25 Abbpwrel 8 Mbt} 6 HAYWOOD S. GILLIAM, JR. United States District Judge 27 28