Bloom Energy Corporation v. Badger

• Court: District Court, N.D. California
• Decided: September 8, 2021
• Docket: 4:21-cv-02154
• Status: Unknown

Opinion

1 2 3 4 UNITED STATES DISTRICT COURT 5 NORTHERN DISTRICT OF CALIFORNIA

7 BLOOM ENERGY CORPORATION, Case No. 21-cv-02154-PJH 8 Petitioner,

9 v. ORDER DENYING COUNTER MOTION FOR VACATUR OF FINAL 10 DWIGHT BADGER, et al., AWARD, GRANTING PETITION TO CONFIRM THAT AWARD, AND 11 Respondents. DENYING REQUESTS TO SEAL 12 Re: Dkt. No. 1, 2, 19, 29, 29-3, 30, 34

13 Before the court is petitioner Bloom Energy Corporation’s (“petitioner”) petition to 14 confirm arbitration award (the “petition”) and for entry of judgment. Dkt. 1. Also before 15 the court is respondents’ counter motion for vacatur of the subject arbitration award (the 16 “counter motion”). Dkt. 19; Dkt. 29-3. Further before the court are petitioner’s requests 17 to seal various documents filed in support of the petition and counter motion. Dkt. 2 18 (motion to seal the arbitration award); Dkt. 34 (declaration filed in support of respondents’ 19 administrative motion to seal (Dkt. 29) supplemental response filings). 20 The matter is fully briefed and suitable for decision without oral argument. Having 21 read the parties’ papers and considered their arguments and the relevant legal authority, 22 the court DENIES the counter motion, GRANTS the petition, and DENIES the requests to 23 seal. 24 BACKGROUND 25 Petitioner is a company that provides electricity. Dkt. 1 ¶ 1. Advanced Equities, 26 Inc. (“AEI”) was an investment advisory firm. Id. ¶ 2. AEI was the parent company of 27 Advanced Equities Financial Corp., Inc. (“AEFC”). Id. Respondents Dwight Badger 1 respectively, an officer and director of AEFC. Id. 2 In March 2009, petitioner engaged AEI to raise money for petitioner. Id. ¶ 6. 3 Respondents led AEI in that effort. Id. When raising that money, respondents 4 purportedly made misrepresentations concerning petitioner’s business. Compare id. with 5 Dkt. 19 ¶ 6. The Securities and Exchange Commission (“SEC”) caught wind and initiated 6 an investigation. Dkt. 1 ¶ 6. In 2012, the SEC issued an order sanctioning respondents. 7 Id. The SEC did not take any action against petitioner. Id. The relationship between 8 petitioner and respondents soured. Id. ¶ 7. The parties disputed responsibility for the 9 misrepresentations. Id. 10 In 2014, the parties were thought to have settled that fight. Id. Two writings reflect 11 that settlement, namely the Confidential Agreement (“CA”) (Dkt. 1-3) and the Securities 12 Acquisition Agreement (“SAA”) (Dkt. 1-4) (collectively, the “settlement agreements”). Id. 13 Those agreements include provisions requiring the parties to arbitrate any future dispute 14 between them (without qualification) before the American Arbitration Association (“AAA”) 15 in Santa Clara, California. Dkt. 1 ¶ 7. Those provisions are materially similar. Id. ¶ 8. 16 Neither party disputes the validity of either provision. 17 Fast-forward a few years. On July 20, 2018, respondents initiated an arbitration 18 proceeding against petitioner. Dkt. 1 ¶ 9. That proceeding is marked AAA “case no. 01- 19 18-0002-7891.” Id. at 1. In that proceeding, respondents allege that they were 20 fraudulently induced into signing the CA and SAA. Id. On May 2019, the AAA appointed 21 a three-member arbitration panel (the “panel”) to the proceeding. Id. ¶ 10. In relevant 22 part, the panel included a Loyola Law School professor, Hiro Aragaki (“Aragaki”). Id. 23 On March 16, 2021, the panel issued the subject arbitration award (the “Final 24 Award”). Id. ¶ 11; Dkt. 2-4 (sealed version of Final Award). In it, the panel (1) dismissed 25 respondents’ claims with prejudice and (2) ordered respondents to pay petitioner 26 $966,760.31 in attorneys’ fees and costs pursuant to the settlement agreements’ fee- 27 shifting conditions. Dkt. 1 ¶ 11; Dkt. 2-4 at 28. 1 Id. ¶ 11 n.2. On March 26, 2021, petitioner filed the instant petition asking the court to 2 confirm the Final Award under the Federal Arbitration Act, Title 9 U.S.C. § 9. Id. ¶¶ 12- 3 15. Petitioner requests that the court enter judgment in conformity with that award. Id. ¶¶ 4 16-17. Petitioner further requests pre- and post-judgment interest on the $966,760.31 5 awarded in attorney’s fees and costs. Id. ¶ 18. 6 On June 9, 2021, respondents filed a 13-page response (the “initial response”) to 7 the petition. Dkt. 19.1 In their initial response, respondents argue that the court should 8 deny the petition, vacate the Final Award, and direct the AAA to continue the arbitration 9 with a new panel. Id. at 1-2. Respondents failed to file any evidence in support of their 10 initial response. 11 On July 15, 2021, the court held a case management conference in this action. 12 Dkt. 27. At that conference, counsel for respondents, Andrew Munro (“Counsel Munro”), 13 requested an opportunity to supplement the initial response. Dkt. 28. Counsel Munro 14 indicated that such supplement would serve as a viable substitute for some unspecified 15 “counter petition” that respondents suggested (in their initial response) they intended to 16 later file. Dkt. 28. The court permitted respondents to file a supplemental brief with 17 accompanying evidence and, correspondingly, petitioner to file a reply to that brief. Id. 18 On July 23, 2021, respondents filed their supplemental brief (the “supplemental 19 response”). Dkt. 29-3. In it, they re-characterize paragraph 13 of their initial response 20 (and only that paragraph) as a “counter motion” for vacatur. Id. at 4. They further state 21 that they file their supplemental response both in opposition to the petition and in support 22 of their counter motion. Id. On July 30, 2021, petitioner filed its reply to the supplemental 23 response (the “supplemental reply”). 24 In this order, the court will construe respondents’ responses as both an opposition 25 to the petition and an independent counter motion to vacate the Final Award. Given that 26 1 Respondents refiled their initial response on July 12, 2021. Compare Dkt. 19 (dated 27 June 3, 2021) with Dkt. 25 (dated July 12, 2021). At the case management conference, 1 respondents rely on identical arguments in support of both their opposition and counter 2 motion, the court will simultaneously address the counter motion and petition. The court 3 will detail additional facts and procedural events concerning the arbitration as necessary 4 below. 5 DISCUSSION 6 I. Counter Motion to Vacate and Petition to Confirm Arbitration Award 7 A. Legal Standard 8 Title 9 U.S.C. § 9 provides that a party to an arbitration may apply for an order 9 confirming an arbitration award within one year after such award is made. 9 U.S.C. § 9. 10 If the parties’ arbitration agreement does not specify a court in which to file that 11 application, then the applying party may file it in the district court within which such award 12 was made. Id. 13 When presented with an application to confirm an arbitration award, the district 14 court “must grant an order unless the award is vacated, modified, or corrected.” Id. 15 “There is nothing malleable about ‘must grant,’ which unequivocally tells courts to grant 16 confirmation in all cases, except when one of the ‘prescribed’ exceptions applies.” Hall 17 St. Assocs., L.L.C. v. Mattel, Inc., 552 U.S. 576, 587 (2008). 18 The Ninth Circuit has explained that “judicial review of an arbitrator's decision is 19 both limited and highly deferential.” Barnes v. Logan, 122 F.3d 820, 821 (9th Cir. 1997). 20 As succinctly put by another court in this district, “grounds for vacating an award are 21 limited to those specified by statute.” Int'l Petroleum Prod. & Additives Co., Inc. v. Black 22 Gold, S.A.R.L., 418 F. Supp. 3d 481, 487 (N.D. Cal. 2019). “Neither erroneous legal 23 conclusions nor unsubstantiated factual findings justify federal court review of an arbitral 24 award.” Bosack v. Soward, 586 F.3d 1096, 1102 (9th Cir. 2009). Rather, “[t]he 25 confirmation of an arbitration award is meant to be a summary proceeding.” Int'l 26 Petroleum Prod. & Additives Co., Inc., 418 F. Supp. 3d at 487. 27 Pursuant to Title 9 U.S.C. § 10, a district court may vacate an award only if one of 1 (1) The award was procured by corruption, fraud, or undue means. 2 (2) There was evident partiality or corruption in any of the arbitrators. 3 (3) The arbitrators were guilty of misconduct in refusing either to postpone the 4 hearing or to hear evidence pertinent and material to the controversy, as well 5 as any other misbehavior by which the rights of any party have been 6 prejudiced. 7 (4) The arbitrators exceeded their powers, or so imperfectly executed them that a 8 mutual, final, and definite award upon the subject matter was not made. 9 9 U.S.C. § 10(a)(1)-(4). 10 The Ninth Circuit has explained that this section’s “limited grounds are designed to 11 preserve due process but not to permit unnecessary public intrusion into private 12 arbitration procedures.” U.S. Life Ins. Co. v. Superior Nat. Ins. Co., 591 F.3d 1167, 1173 13 (9th Cir. 2010). Finally, “[t]he burden of establishing grounds for vacating an arbitration 14 award is on the party seeking it.” Id. 15 B. Analysis 16 In their filings, respondents primarily assert that the court should vacate the Final 17 Award under Title 9 U.S.C. § 10(a)(2). To a lesser extent, the parties add that vacatur is 18 proper under § 10(a)(3) and § 10(a)(1). The court analyzes each argument in turn. 19 1. Aragaki Did not Act with Evident Partiality or Corruption 20 To show “evident partiality” within the meaning of Title 9 U.S.C. § 10(a)(2), a 21 litigant challenging an arbitration award must either (1) “establish specific facts indicating 22 actual bias toward or against a party” or (2) “show that [the arbitrator] failed to disclose . . 23 . information that creates ‘a reasonable impression of bias.’” Lagstein v. Certain 24 Underwriters at Lloyd's, London, 607 F.3d 634, 645-46 (9th Cir. 2010). 25 In their responses, respondents do not articulate whether vacatur is proper on 26 grounds of actual bias, a reasonable impression of bias, or both. Respondents cite four 27 cases as the “governing authorities int his matter.” Dkt. 19 ¶ 13 (11:1-6); Dkt. 29-3 at 17. 1 Cas., 393 U.S. 145 (1968); (2) In re Sussex Court, 776 F.3d 1092, 1099 (9th Cir. 2015); 2 (3) Schmitz v. Zilveti, 20 F.3d 1043, 1046 (9th Cir. 1994); and (4) New Regency Prods., 3 Inc. v. Nippon Herald Films, Inc., 501 F.3d 1101 (9th Cir. 2007). 4 All four of these cases describe only the reasonable impression of bias standard. 5 As a formal matter, then, the court understands that respondents limit their challenge 6 under Title 9 U.S.C. § 10(a)(2) to its reasonable impression of bias condition. 7 But respondents also suggest that vacatur is proper under that section’s actual 8 bias condition. They accuse Aragaki of abusing his authority to skew the arbitration in 9 favor of petitioner. Dkt. 19 ¶ 13 (11:25-12:1); Dkt. 29-3 at 5. Respondents do not, 10 however, cite any authorities addressing the actual bias condition. 11 Regardless, the court will analyze respondents’ Title 9 U.S.C. § 10(a)(2) challenge 12 under both its reasonable impression of bias and actual bias conditions. 13 a. Reasonable Impression of Bias 14 The Supreme Court has held that a federal court may vacate an arbitration award 15 when an arbitrator fails to “disclose to the parties any dealings that might create an 16 impression of possible bias.” Commonwealth Coatings Corp., 393 U.S. at 149. In the 17 Ninth Circuit, “long past, attenuated, or insubstantial connections” between a party and 18 the arbitrator do not give rise to a reasonable impression of partiality. In re Sussex, 781 19 F.3d 1065, 1074 (9th Cir. 2015). An arbitrator is also not required to disclose matters that 20 are only of “some interest” to a party. Lagstein, 607 F.3d at 646. 21 An arbitrator is, however, “required to disclose only facts indicating that [the 22 arbitrator] might reasonably be thought biased against one litigant and favorable to 23 another.” Id. (italics in the original). Such facts extend to those showing “direct financial 24 connections between a party and an arbitrator or its law firm, or a concrete possibility of 25 such connections.” In re Sussex, 781 F.3d at 1074. 26 When a party challenges an award based on an arbitrator’s purported interest in a 27 third-party entity with some connection to another litigant, the Ninth Circuit has 1 justify vacatur: (1) that the arbitrator's undisclosed interest in a third-party entity is 2 substantial; and (2) that the third-party entity's business dealings with the litigant are 3 nontrivial. Monster Energy Co. v. City Beverages, LLC, 940 F.3d 1130, 1136 (9th Cir. 4 2019), cert. denied, 141 S. Ct. 164 (2020). The Ninth Circuit recently confirmed the 5 viability of this requirement. EHM Prods., Inc. v. Starline Tours of Hollywood, Inc., 1 6 F.4th 1164, 1172 (9th Cir. 2021) (“We decline to stretch the Monster Energy opinion to 7 require disclosure of nontrivial business dealings with counsel.”). 8 The holding in Monster Energy Co. is instructive here. In that case, the court 9 considered a vacatur request premised on a JAMS arbitrator’s failure to disclose to the 10 litigants that he had a shareholder interest in that organization. Id. at 1132. The court 11 found that interest “substantial.” Id. at 1136. The court also determined that JAMS’ 12 relationship with petitioner-Monster Energy was “non-trivial” because petitioner’s “form 13 contracts contain[ed] an arbitration provision that designates [JAMS] as its arbitrator,” 14 resulting in JAMS having “administered 97 arbitrations” for petitioner over the prior five 15 years. Id. Based on these findings, the Ninth Circuit held that the arbitrator’s interest in 16 JAMS “creates an impression of bias” that he “should have [] disclosed.” Id. 17 In this case, respondents base their reasonable impression of bias argument on 18 Aragaki’s failure to disclose his affiliation with a nonprofit organization focused on 19 advancing alternative dispute resolutions throughout the world (namely, the Foundation 20 for Sustainable Rule of Law Initiatives (“FSRI”)) prior to his appointment as an arbitrator. 21 Dkt. 19 at 1-2, ¶ 13 (6:15-24); Dkt. 29-3 at 17. That affiliation linked Aragaki to petitioner 22 by way of petitioner’s outside counsel, Fenwick and West LLP (“Fenwick”). Dkt. 19 ¶ 13 23 (6:25-7:5). According to respondents, that link matters because FSRI receives money 24 from Fenwick. Id. ¶ 13 (6:24-7:5); Dkt. 29-3 at 10-11. Respondents say that, “had [they] 25 known these facts, they would never have allowed Aragaki to serve on the panel.” Dkt. 26 19 ¶ 13 (7:2-5); Dkt. 29-3 at 5-6. 27 The court concludes that respondents fail to show a reasonable impression of bias 1 As an initial matter, a party waives its right to seek vacatur of an arbitration award 2 when it “has constructive knowledge of a potential conflict but fails to timely object.” Fid. 3 Fed. Bank, FSB v. Durga Ma Corp., 386 F.3d 1306, 1313 (9th Cir. 2004). In this case, 4 AAA appointed Aragaki to the panel in May 2019. Dkt. 21-1 ¶ 5. Respondents did not 5 object to Aragaki’s appointment until November 21, 2019. Id. ¶ 8. Petitioner presented 6 evidence showing that a simple Google search of the terms “Hiro Aragaki Fenwick” 7 immediately shows his affiliation with FSRI. Dkt. 33-1 ¶¶ 2-5. 8 Respondents say in their supplemental response that they “spent between 15 9 [and] 20 hours scouring the internet” to find connections between candidates for the 10 panel and either petitioner or Fenwick. Dkt. 29-3 at 7. To support that purported fact, 11 respondents cite “Munro Aff. ¶ 17; Ex. 2.” Id. 12 The court reviewed the evidence proffered by respondents in this action. That 13 evidence is consolidated at docket 29. That docket does not include a “Munro affidavit.” 14 While Counsel Munro does include two declarations at docket 29, neither declaration 15 includes a paragraph 17. See Dkt. 29-1 (three paragraph declaration regarding 16 respondents’ administrative motion to seal); Dkt. 29-5 (16 paragraph declaration in 17 support of supplemental response). 18 Respondents’ citation to “Ex. 2” also does not account for that shortcoming. 19 Based on the “list of exhibits” attached to the supplemental response, Dkt. 29-3 at 19, it 20 appears that exhibit two is the “declaration of Andrew Munro” filed at docket 29-5, which, 21 again, is only sixteen paragraphs. Thus, the fact that respondents “scoured the internet” 22 looking for connections between proposed arbitrators and Fenwick appears entirely 23 unsubstantiated. Given that, the court will credit petitioner’s evidence showing the ease 24 with which a Google search would show Aragaki’s afiiliation with FSRI. Accordingly, the 25 court finds that respondents had at least constructive knowledge of that affiliation prior to 26 their November 21, 2019 objection to Aragaki’s appointment. 27 In fact, other indicia suggests that respondents had actual knowledge of Aragaki’s 1 the panel issued a ruling adverse to respondents. Compare Dkt. 21-1 ¶ 7 (detailing 2 panel’s November 19, 2019 order granting petitioner’s emergency motion and directing 3 respondents to surrender petitioner’s confidential information to Counsel Munro) with id. ¶ 4 8 (detailing respondents’ November 21, 2019 contact with AAA that a panel member had 5 a connection with FSRI). 6 Respondents argue that they received the information about Aragaki’s affiliation 7 with FSRI as an anonymous “tip” shortly before they reached out to AAA. Dkt. 29-3 at 9. 8 However, they do not offer any declaration (under penalty of perjury) attesting to that fact. 9 What’s worse is that the subject arbitration (including the panel’s membership) was 10 confidential. Under these circumstances, the court finds respondents’ “tip” argument 11 highly suspect. Instead, the court finds it more probable that the evidence proffered (or, 12 perhaps more tellingly, omitted) supports the alternative explanation that respondents 13 previously learned about Aragaki’s affiliation with FSRI but kept that information in 14 reserve to for future use should the panel render a decision that was unfavorable to 15 respondents. Either way, the court holds that respondents were on notice of Aragaki’s 16 affiliation with FSRI but failed to timely object to his appointment and, thus, waived their 17 right to challenge the Final Award on the basis of his affiliation with FSRI. This holding 18 alone justifies denying respondents’ vacatur request under § 10(a)(2). Monster Energy 19 Co., 940 F.3d at 1134 (“In [Fidelity], we joined several of our sister circuits that utilize a 20 constructive knowledge standard when considering whether a party has waived an 21 evident partiality claim.”). 22 But even on the merits, the court concludes that respondents are not entitled to 23 vacatur under § 10(a)(2) for at least three separate reasons. First, respondents’ theory of 24 Aragaki’s purported bias rests on an attenuated relationship between him and petitioner. 25 According to respondents, a reasonable litigant would view Aragaki as biased because 26 (1) he sits on the board of FSRI, which (2) receives funding and pro bono support from 27 Fenwick, which (3) wants to generate goodwill with its client, petitioner. That theory adds 1 held that an arbitrator must disclose his or her interest in a third-party entity doing 2 business with a litigant. 3 Second, petitioner submitted evidence showing that, on October 19, 2018, Cooley 4 LLP (“Cooley”) substituted for Fenwick as petitioner’s counsel of record, i.e., six months 5 before Aragaki’s appointment. Compare Dkt. 21-5 (October 19, 2018 letter from Cooley 6 to AAA noting substitution) with Dkt. 21-7 (May 14, 2019 letter from AAA noting Aragaki’s 7 appointment). Thus, Aragaki did not preside over the arbitration at any point during 8 Fenwick’s representation. That timing renders Aragaki’s relationship with FSRI irrelevant: 9 Aragaki could not give a reasonable impression of bias when, in fact, the lawyers he 10 purportedly sought to curry favor with (Fenwick) no longer served as petitioner’s counsel. 11 Absent that relationship, respondents’ theory lacks any connection that would cause a 12 reasonable person to link Aragaki’s interest to that of petitioner.2 13 Third, respondents fail to explain or otherwise show how or why Aragaki maintains 14 a “substantial” interest in FSRI. At best, respondents suggest that such interest exists by 15 virtue of FSRI’s supposed role in “arranging” for the World Bank to hire Aragaki to provide 16 mediation training abroad in Liberia. Dkt. 19 ¶ 13 (6:24-7:2; 8:6-9). 17 But Aragaki refutes that suggestion in his supplemental disclosure. The World 18 Bank did not hire Aragaki. It hired FSRI. Dkt. 21-9 (“After Mr. Schacter severed his ties 19 with Fenwick, Loyola Law School and FSRI were retained by the World Bank Group 20 to help train mediators for a court-connected mediation program at the Commercial Court 21 in Monrovia, Liberia.”) (emphasis added). 22 In their supplemental response, respondents failed to proffer any evidence 23 contesting this showing. Instead, they summarily assert that Aragaki’s supplemental 24 disclosure “ignores[] the fact that as a result of Aragaki’s position with FSRI, he was able 25 to get a World Bank Group contract for Loyola Law School, which also paid for several of 26 2 Respondents’ theory of Aragaki’s bias toward Fenwick cuts against the conclusion that 27 he would have an interest in ruling in petitioner’s favor. Why? Because, under that 1 his trips to India . . .” Dkt. 29-3 at 11. That assertion is insufficient to show the requisite 2 substantial interest. 3 For the above reasons, the court rejects respondents’ argument that vacatur is 4 proper under Title 9 U.S.C. § 10(a)(2)’s reasonable impression of bias standard. 5 b. Actual Bias 6 A district court may vacate an arbitration award on grounds of actual bias only if a 7 moving party establishes “specific facts” that “indicate improper motives.” Woods v. 8 Saturn Distribution Corp., 78 F.3d 424, 427 (9th Cir. 1996). In an unpublished decision, 9 the Ninth Circuit has suggested that such a motive requires action by an arbitrator that 10 qualifies as “affirmative misconduct” or plain “irrationality.” Ruhe v. Masimo Corp., 640 F. 11 App'x 685, 686 (9th Cir. 2016). 12 Respondents advance two theories of actual prejudice. The court analyzes each 13 theory in turn. 14 As their first theory, respondents assert that Aragaki sought to serve petitioner’s 15 interest by “skewing” the arbitration in its favor and “orchestrating” the dismissal of 16 respondents’ claims on non-substantive grounds. Dkt. 19 ¶ 13 (8:19-20); Dkt. 29-3 at 5. 17 To substantiate that assertion, respondents primarily rely on the following procedural 18 events in the arbitration: 19 (1) The panel’s decision to sua sponte raise the issue of which remedies 20 respondents would be entitled to in the event they prevailed on the claims 21 brought in the arbitration. Dkt. 19 ¶ 13 (8:20-27); Dkt. 29-3 at 12, 18. 22 (2) The panel’s instruction that the parties’ brief whether it should order 23 respondents to place money in escrow pending the adjudication of respondents 24 claims. Dkt. 19 ¶ 13 (9:2-6); Dkt. 29-3 at 13. 25 (3) The panel’s instruction that the parties’ brief whether it should dismiss 26 respondents claims if they were unable to fund the escrow. Dkt. 29-3 at 14-15. 27 The above course of events does not establish that Aragaki (or the panel more 1 reasons support this conclusion. 2 First, the panel’s decision to raise the remedies issue was appropriate under the 3 circumstances. In the arbitration, respondents sought both rescission of the settlement 4 agreements and damages. Dkt. 2-4 ¶ 23(b). On January 30, 2020, the panel identified 5 that position as an unaddressed issue and stated its belief that “there is benefit to dealing 6 with [that issue] head-on.” Id. ¶ 23(a). The panel then explained that the “problem” with 7 respondents’ request is that it: 8 Appears to be something of a Catch-22: If they unwind the allegedly fraudulent sale of securities pursuant to the CA and 9 SAA, there would appear to be no affirmative fraud claim left on which to sue for damages. If they do not and the Release 10 remains intact, the Release would appear to bar their affirmative claims because those claims existed at the same 11 time as the Release was entered. Id. ¶ 23(c) 12 The court holds that the panel’s stated rationale shows that, by raising the 13 remedies issue, the panel simply intended to get in front of an antecedent (and potentially 14 dispositive) question in the arbitration. Given that holding, the court rejects respondents’ 15 argument that the sua sponte instruction shows any improper motive. 16 Second, the panel reasonably required respondents to escrow $1.8 million 17 pending the adjudication of their claims. The panel noted that respondents had 18 previously declared that they “own[ed] no assets that could be placed in escrow or that 19 could serve as security for a bond.” Dkt. 2-4 ¶ 62(b). The panel found that: 20 [I]n light of [respondents’] financial condition, [petitioner] will face substantial prejudice if it were to prevail in this arbitration 21 and yet be unable to recoup the attorneys’ fees, costs, and expenses to which it would be entitled under the CA and SAA. 22 Id. ¶ 62(d) (emphasis added). 23 Relying on both California Civil Code § 1693 and the panel’s inherent authority to 24 require pre-hearing security, Dkt. 2-4 ¶ 60, 61, the panel then ordered respondents to 25 escrow the $1.8 million within 60 days of its order, id. ¶ 62. 26 The court holds that the panel’s stated finding of potential prejudice to petitioner 27 serves as a reasonable, substantiated basis to require respondents to escrow the $1.8 1 for that requirement. Given these holdings, the court rejects respondents’ argument that 2 that requirement shows any improper motive. In light of the above, the court concludes 3 that respondents’ first theory of actual prejudice lacks merit. 4 Respondents’ second theory of actual prejudice is unclear. From what the court 5 can tell, it appears that respondents argue that, despite its substitution, Fenwick “had a 6 great deal at stake” in the arbitration because it represented petitioner in its 2018 initial 7 public offering (“IPO”). Dkt. 29-3 at 17-18. According to respondents, that representation 8 matters because, in its S-1 IPO filings, petitioner stated that the subject claims “lack 9 merit.” Id. at 18. Thus, respondents’ theory seems to go, “[b]y orchestrating the 10 dismissal of respondents’ claims[,] [Aragaki] protected [Fenwick] and its very important 11 client, “ namely, petitioner. Id. 12 This theory fails to show that the panel acted with any improper motive when 13 presiding over the arbitration. The court reiterates that, under the circumstances at hand, 14 the most plausible explanation for the panel’s decision to dismiss respondents’ claims is 15 that they were unable to escrow the amount that the panel determined would be 16 necessary to avoid potential prejudice to petitioner. The panel made that determination 17 reasonably and within its discretion. Accordingly, the court finds that respondents’ 18 second theory of actual bias similarly lacks merit. 19 For the above reasons, the court rejects respondents’ argument that vacatur is 20 proper under Title 9 U.S.C. § 10(a)(2)’s actual bias condition. Accordingly, the court 21 holds that respondents failed to show that they are entitled to vacatur under that section. 22 2. The Panel Did Not Improperly Refuse to Hear Evidence 23 When construing Title 9 U.S.C. § 10(a)(3), the Ninth Circuit has explained that 24 [a]rbitrators enjoy wide discretion to require the exchange of evidence, and to admit or 25 exclude evidence, how and when they see fit.” U.S. Life Ins. Co. v. Superior Nat. Ins. 26 Co., 591 F.3d 1167, 1175 (9th Cir. 2010). Courts in this district have observed that “[t]o 27 meet the standard for vacating the award, the arbitrator's refusal to hear evidence must 1 Corp. v. Sony Computer Ent. Am. LLC, 188 F. Supp. 3d 960, 974 (N.D. Cal. 2016). 2 In this case, respondents assert that the panel failed to adequately consider two 3 sorts of related evidence. The court analyzes each challenge in turn. 4 As its first ground, respondents assert that the panel failed to make a “legitimate 5 attempt” at valuing the so-called “restorable consideration” that petitioner would owe 6 them in the event the CA were rescinded. Dkt. 19 ¶ 13 (9:17-26); Dkt. 29-3 at 14-15, 18. 7 Respondents say that that failure matters because such consideration included a claim 8 worth up to $139 million against petitioner (and other parties). Dkt. 29-3 at 15. 9 The court holds that this challenge does not support vacating the Final Award. 10 First, the panel did not ignore respondents’ argument concerning the value of their pre- 11 CA claims. To the contrary, it explained that it need not value those claims when 12 determining the consideration that petitioner would owe respondents in the event of 13 rescission because they had not been filed and remained unadjudicated. Dkt. 2-4 ¶ 50 14 (“Prior to the alleged fraud, [respondents] had not yet even filed their pre-CA claims; thus, 15 an adjudication of liability and damages on those claims . . . is not necessary to a 16 ‘judgment’ that returns Claimants to the status quo ante.”) 17 Second, the court finds the panel’s explanation for that decision is reasonable. 18 Respondents do not contest that their pre-settlement claims had not yet been 19 adjudicated. Thus, if judgment were granted in respondents’ favor, they would be 20 restored with only some unadjudicated causes of action. Respondents would still need to 21 litigate those claims to monetary judgment. Whether or not such litigation would yield 22 anything for respondents (other than additional attorney’s fees) is an open question. 23 Third, even if the panel were required to “value” respondents’ pre-CA claims, the 24 panel’s decision to effectively assign a zero-dollar value to them is not unreasonable. 25 There had been no liability determination on those unadjudicated claims. There had 26 been no affirmative defense determination on such claims. There had been no damages 27 determination on such claims. Accordingly, any valuation of the subject claims would 1 Fourth, the court holds that, even if the panel’s consideration of the evidence 2 relating to respondents’ restorable consideration were deficient, that deficiency does not 3 rise to the level of bad faith or gross dereliction. Immersion Corp., 188 F. Supp. 3d at 4 974. It certainly would not justify vacatur. Bosack, 586 F.3d at 1102 (“Neither erroneous 5 legal conclusions nor unsubstantiated factual findings justify federal court review of an 6 arbitral award under the statute, which is unambiguous in this regard.”). 7 As its second ground, respondents similarly argue that the panel failed to 8 adequately consider the value of their pre-settlement claims against various Bloom 9 directors and officers (the “Bloom D&Os”). Dkt. 29-3 at 14-16.3 Respondents argue that 10 by “ignoring” those claims, the panel “effectively ruled” that they had “no value.” Dkt. 29 11 at 16. 12 Again, the court rejects this argument. First, respondents fail to show that the 13 panel was obligated (in the first instance) to take evidence on the value of their claims 14 against the Bloom D&Os. Respondents fail to establish that the Bloom D&Os were even 15 parties to the arbitration. Moreover, from what the court can tell, the only other non- 16 Bloom persons sued in the arbitration were venture capital firms. Dkt. 2-4 ¶ 51-52. 17 Second, respondents fail to proffer any authority showing that the panel was 18 required to consider the value of the claims against any non-Bloom party when valuing 19 the net restorable consideration owed to petitioner. 20 Third, and in any event, the court finds that respondents’ challenge to the panel’s 21 treatment of the value of any claims against any non-Bloom party fails for the same 22 reasons noted above with respect to such valuation for any unadjudicated claim against 23 petitioner. 24 In light of the above, the court holds that respondents failed to show that they are 25 entitled to vacatur under Title 9 U.S.C. § 10(a)(3). 26 / / / 27 1 3. Respondents Failed to Show that the Final Award Was Procured 2 by Fraud, Corruption, or Other Undue Means 3 To justify vacatur under Title 9 U.S.C. § 10(a)(1), a challenging litigant must show 4 that the subject fraud satisfies the following three requirements: (1) the fraud was “not 5 discoverable upon the exercise of due diligence prior to the arbitration”; (2) the fraud was 6 “materially related to an issue in the arbitration”; and (3) the fraud is established “by clear 7 and convincing evidence.” Lafarge Conseils Et Etudes, S.A. v. Kaiser Cement & Gypsum 8 Corp., 791 F.2d 1334, 1339 (9th Cir. 1986). 9 In this case, respondents assert that Aragaki “clearly received significant personal 10 benefits,” including “FSRI’s obtaining a World Bank contract for Aragaki . . .” Dkt. 19 ¶ 13 11 (8:6-9). They do not elaborate on this argument. 12 The court concludes that respondents failed to show that the Final Award was 13 procured by unlawful means. Four reasons support this conclusion. 14 First, and as an initial matter, it appears that respondents have waived their 15 position on this issue. In their supplemental response, respondents fail to address any of 16 the arguments about the inapplicability of this section that petitioner raised in its reply. 17 Second, respondents do not make any attempt to define the purported fraud or 18 corruption. 19 Third, to the extent respondents base such corruption on their suggestion that 20 Aragaki engaged in a quid pro quo, they do not proffer any evidence showing that 21 Aragaki, in fact, received any “personal benefit” from petitioner, FSRI, or Fenwick. 22 Fourth, as decided in Section I.B.1.a., respondents fail to show how they could not 23 discover Aragaki’s “affiliation” with FSRI (and FSRI’s corresponding relationship with 24 Fenwick) following their exercise of due diligence prior to Aragaki’s appointment. 25 For the above reasons, the court holds that respondents failed to show that they 26 are entitled to vacatur under Title 9 U.S.C. § 10(a)(1). 27 * * * 1 the Final Award. Accordingly, the court grants the petition, Dkt. 1, and confirms the Final 2 Award, Dkt. 2-4. Hall St. Assocs., L.L.C., 552 U.S. at 582 (“Under the terms of § 9, a 3 court “must” confirm an arbitration award “unless” it is vacated, modified, or corrected “as 4 prescribed” in §§ 10 and 11.”). Accordingly, the court will enter a separate judgment 5 dismissing respondents’ claims with prejudice and awarding petitioner’s attorney’s fees. 6 II. Motions to Seal 7 “There is a general principle in favor of public access to federal court records. 8 Nixon v. Warner Commc'ns, Inc., 435 U.S. 589, 597 (1978). “The proponent of sealing 9 bears the burden with respect to sealing. A failure to meet that burden means that the 10 default posture of public access prevails.” Kamakana v. City & City of Honolulu, 447 F.3d 11 1172, 1182 (9th Cir. 2006). 12 The Ninth Circuit has recognized that two different standards may apply when a 13 request to seal a document is made in connection with a motion—namely the “compelling 14 reasons” standard or the “good cause” standard. Center For Auto Safety v. Chrysler 15 Grp., LLC, 809 F.3d 1092, 1096-97 (9th Cir. 2016). The compelling reasons standard 16 applies to any sealing request made in connection with a motion that is “more than 17 tangentially related to the merits of a case.” Id. at 1099, 1101. 18 Under the good cause standard, a party requesting sealing must show that, for 19 “each particular document” it seeks to seal, “specific prejudice or harm will result if no 20 protective order is granted.” Foltz v. State Farm Mut. Auto. Ins. Co., 331 F.3d 1122, 1130 21 (9th Cir. 2003). Under the compelling reasons standard, a court may seal a record only if 22 it finds a “compelling reason” to support such treatment and articulates “the factual basis 23 for its ruling, without relying on hypothesis or conjecture.” Center For Auto Safety v. 24 Chrysler Grp., LLC, 809 F.3d at 1096-97. 25 If the court makes such finding, it “must then conscientiously balance the 26 competing interests of the public and the party who seeks to keep certain judicial records 27 secret.” Id. at 1097. Factors relevant to that balancing test include the public interest “in 1 (9th Cir. 2010), as well as the volume of material sought to be sealed, Algarin v. 2 Maybelline, LLC, 2014 WL 690410, at *3 (S.D. Cal. Feb. 21, 2014). 3 The Ninth Circuit has acknowledged that “[w]hat constitutes a ‘compelling reason’ 4 is best left to the sound discretion of the trial court.” Center for Auto Safety, 809 F.3d at 5 1097. “Examples include when a court record might be used to gratify private spite or 6 promote public scandal, to circulate ‘libelous’ statements, or ‘as sources of business 7 information that might harm a litigant's competitive standing.’” Id. 8 In this case, petitioner filed two requests to seal various documents filed in 9 connection with the petition and counter motion. Dkt. 2 (petitioner’s motion to seal Final 10 Award filed in support of petition); Dkt. 34 (petitioner’s declaration in support of 11 respondents’ administrative motion (Dkt. 29) to seal supplemental response filings). 12 Respondents do not oppose either request. The court considers each request in turn. 13 A. Motion to Seal the Final Award 14 In its motion to seal, petitioner seeks to seal all portions of the Final Award except 15 its caption page, introduction, and conclusion. Dkt. 2. The portions sought for sealing 16 comprise 108 paragraphs. Dkt. 2-4. They detail the procedural and substantive 17 background of the parties’ dispute, id. ¶¶ 1-25, a statement and analysis of the remedies 18 and escrow issues, id. ¶¶ 26-70, and an analysis of whether to award petitioner its 19 attorney’s fees and costs, id. ¶¶ 71-108. 20 In its motion, petitioner asserts that the good cause standard controls its request. 21 Dkt. 2 at 2. Petitioner reasons that that standard controls because the 108 paragraphs it 22 seeks to seal “are only tangentially related to the merits of this action.” Id. 23 Petitioner asserts that its request satisfies the good-cause standard because 24 “public disclosure of the entire Final Award . . . threatens substantial prejudice” to 25 petitioner. Id. at 3. To substantiate that assertion, petitioner explains that, when 26 agreeing to the SA and CAA, it “specifically bargained” that its dispute with respondents 27 would remain confidential. Id. Thus, petitioner reasons, disclosure would “deprive” it of 1 Petitioner later adds that compelling reasons also support sealing the Final Award. 2 Id. at 3. Petitioner says that its disclosure would be “particularly unjust” because 3 respondents “have not yet paid” the Final Award. Id. Thus, petitioner reasons, 4 respondents should not be permitted to simultaneously “flout” that award and “force” the 5 disclosure of that award. Id. 6 The court denies petitioner’s request to seal the Final Award. First, petitioner 7 misapprehends the relevant inquiry for determining whether the good cause or 8 compelling reasons standard applies. The key question for determining the applicable 9 standard is whether the sealing request is made in connection with a motion (or other 10 pleading) that is more than tangentially related to the merits of an action. Ctr. for Auto 11 Safety, 809 F.3d at 1099, 1101 (“The focus in all of our cases is on whether the motion 12 at issue is more than tangentially related to the underlying cause of action. . . . Rather, 13 public access will turn on whether the motion is more than tangentially related to the 14 merits of a case. . . . Our precedent, which always has focused on whether the pleading 15 is more than tangentially related to the merits, recognizes this essential point.”) 16 (emphasis added). Petitioner’s position, however, mistakenly focuses on whether the 17 portions of the subject document sought for sealing is more than tangentially related to 18 merits of an action. Dkt. 2 at 2. 19 The court understands that a lone remark in Kamakana somewhat explains 20 petitioner’s mistaken legal position. Kamakana v. City & Cty. of Honolulu, 447 F.3d 1172, 21 1179 (9th Cir. 2006) (“The public has less of a need for access to court records attached 22 only to non-dispositive motions because those documents are often “’unrelated, or only 23 tangentially related, to the underlying cause of action.’”) (emphasis added). The panel in 24 Center for Auto Safety, however, interpreted and clarified Kamakana when articulating 25 the above rule. 809 F.3d at 1099 (citing four authorities, including Kamakana, 447 F.3d 26 at 1179). In any event, other recent Ninth Circuit authority has reiterated that the panel’s 27 decision in Center for Auto Safety provides the operative test in this circuit for 1 request. United States v. Sleugh, 896 F.3d 1007, 1014 (9th Cir. 2018) (“We observed 2 how ‘the focus in all of our cases is on whether the motion at issue is more than 3 tangentially related to the underlying cause of action.’”) (citing Center for Auto Safety, 809 4 F.3d at 1099). 5 Second, with the above clarification in mind, the court finds that the compelling 6 reasons standard applies. The obvious point of the petition is to confirm the Final Award. 7 That award disposes of respondents’ claims. Petitioner cannot reasonably argue that a 8 pleading requesting the court’s imprimatur of such disposition is less than tangentially 9 related to the merits of the action.4 10 Third, with that finding in hand, the court holds that none of the reasons identified 11 by petitioner in support of its motion satisfy the compelling reasons standard. The fact 12 that the parties privately bargained to keep a proceeding confidential does not nullify the 13 requirement that a party proffer a qualifying reason to justify sealing that document when 14 put at issue in a public forum. If the court accepted petitioner’s position that the mere 15 existence of such a “bargain” (and whatever its unspecified “benefits” to petitioner) 16 provides the necessary justification, then the parties in any litigation could circumvent the 17 right of public access through private agreement. That outcome is untenable. 18 Petitioner also fails to proffer any binding authority finding a compelling reason to 19 seal an arbitration award simply because a party has refused to pay that award. The 20 record does not show that respondents intend to “flout” any confidentiality obligation. 21 Respondents did not even file an opposition to the petitioner’s motion to seal the Final 22 Award. In fact, based on respondents’ administrative motion to seal its supplemental 23 response filings (more on that below), it appears that respondents may actually agree 24 that the court should seal the Final Award. Dkt. 29 at 1 (“Respondent agrees [sic] with 25 the legal arguments made by petitioner in its Administrator [sic] Motion to File Under Seal 26

27 4 Even if the remark in Kamakana controlled (it does not), the compelling reasons 1 and incorporates them into this motion.”). 2 Fourth, petitioner does not make any attempt to narrowly tailor its sealing requests 3 to only those (even arguably) protectable portions of the Final Award. Oregonian Pub. 4 Co. v. U.S. Dist. Ct. for Dist. of Oregon, 920 F.2d 1462, 1465 (9th Cir. 1990) (“Under the 5 first amendment, the press and the public have a presumed right of access to court 6 proceedings and documents. . . . This presumed right can be overcome only by an 7 overriding right or interest ‘based on findings that closure is essential to preserve higher 8 values and is narrowly tailored to serve that interest.’”) (emphasis added); See also 9 Civ. L.R. 79-5(b) (“The request must be narrowly tailored to seek sealing only of sealable 10 material . . .”). 11 For example, petitioner seeks to seal mere statements of the law recited by the 12 panel in the Final Award. See, e.g,. Dkt. 2-4 ¶ 41(a)-(b). Other low-hanging fruit include 13 provisions in the Final Award that are identical to those alleged by petitioner in its 14 publicly filed petition. Compare Dkt. 1 ¶ 7 (detailing CA arbitration provision) with Dkt. 2- 15 4 ¶ 3 (same). Petitioner’s failure to comply with the narrowly tailored requirement provide 16 an independent ground for denying its motion to seal the Final Award. 17 Fifth, and finally, petitioner does not make any attempt to show that its private 18 interest in sealing the Final Award outweigh any competing public interest in accessing 19 that document. Center For Auto Safety, 809 F.3d at 1097. That failure provides another 20 independent ground to deny this motion. 21 B. Request to Seal the Supplemental Response Filings 22 In support of their supplemental response, respondents filed 20 “exhibits” under 23 seal. Dkt. 29-4, Dkts. 29-6 – 29-24. These exhibits comprise panel orders, party briefs, 24 and other miscellaneous documents. In addition to these exhibits, respondents also filed 25 under seal their supplemental response (Dkt. 29-3), Counsel Munro’s declarations (Dkts. 26 29-1 and 29-5), their administrative motion to seal (Dkt. 29), and that motion’s proposed 27 1 order (Dkt. 29-2).5 2 In a declaration submitted by its counsel, petitioner asks that the court maintain 3 under seal 14 of these documents. Dkt. 34 ¶ 7. Those documents include the following: 4 • Counsel Munro’s declaration in support of the supplemental response. Dkt. 29-5. 5 • The panel’s January 20, 2020 Order No. 8. Dkt. 29-4. 6 • Respondents’ objections to Aragaki’s supplemental disclosure. Dkt. 29-6. 7 • Respondents’ motion for emergency relief. Dkt. 29-8. 8 • The panel’s November 19, 2019 Order No. 7. Dkt. 29-15. 9 • Aragaki’s invoices for the arbitration. Dkt. 29-16. 10 • The panel’s January 30, 2020 tentative ruling. Dkt. 29-17. 11 • Petitioner’s February 24, 2020 brief. Dkt. 29-18. 12 • Respondents’ April 19, 2020 brief. Dkt. 29-19. 13 • The panel’s March 24, 2020 Order No. 11. Dkt. 29-20. 14 • Respondents’ April 19, 2020 brief. Dkt. 29-21. 15 • The panel’s May 15, 2020 Order No. 12. Dkt. 29-22. 16 • The declaration of petitioner’s counsel, John Dwyer. Dkt. 29-23. 17 • The panel’s June 22, 2020 Order No. 13. Dkt. 29-24. 18 To support its request to seal these filings bulleted above, petitioner proffers the 19 same reasons that it advanced to support its request to seal the Final Award. Dkt. 34 ¶¶ 20 6-7. In relevant part, petitioner adds that the court should seal docket 29-5 because it 21 “identifies” certain non-parties who entered a confidential settlement with respondent, as 22 well as some “confidential information about them,” Dkt. 34 ¶ 8 (citing Dkt. 29-5 ¶ 8). 23 As an initial matter, the court does not cite and need not refer to the latter 13 24

25 5 The court notes that respondents were not particularly careful in assembling and labeling the documents in this filing. As petitioner helpfully clarifies, respondents filed two 26 exhibits that maintain an identical counterpart. Compare Dkt. 29-12 (Loyola Law School article) with Dkt. 29-14 (same); Compare Dkt. 29-19 (exhibit 18) (respondents’ April 19, 27 2020 arbitration brief) with Dkt. 29-21 (same). And despite its listing in an attachment to 1 documents when reaching its decision on the counter motion and petition. Given that, 2 the court does not need to consider whether to seal them. On that basis, the court 3 denies as moot petitioner’s request to seal these documents. These 13 documents will 4 remain protected from public view. That leaves only docket 29-5. 5 The court denies petitioner’s request to seal that document. First, as explained in 6 Section II.A., petitioner’s proffered justifications for sealing the Final Award do not satisfy 7 the compelling reasons standard. Thus, the court finds that those same justifications do 8 not support sealing docket 29-5. 9 The court further finds that petitioner fails to articulate a separate compelling 10 reason counseling against disclosure of the identities of the non-parties referenced in 11 docket 29-5. The court understands petitioner’s citation to the court’s decision to seal 12 third-party Foxconn’s pricing information in Cisco Systems Inc. v. Chung, et. al., 19-cv- 13 7562, Dkt. 179. Petitioner is correct that, when reaching that decision, the court 14 emphasized Foxconn’s status as a non-party in that litigation. 19-cv-7562, Dkt. 179 at 15 12. 16 What petitioner omits, however, is that Foxconn itself appeared in that action to 17 protect its information. 19-cv-7562, Dkt. 177. Foxconn also filed a declaration of its 18 employee attesting to the competitive harm that Foxconn would suffer in the event the 19 subject pricing information were disclosed. 19-7562, Dkt. 179 at 11-12. The court then 20 went on to note the existence of a protective order in that litigation that provided some 21 process for third parties when their information was subject to production. Id. at 12. The 22 court further indicated that the record did not show that plaintiff in that action afforded 23 Foxconn that process prior to production. Id. None of these facts are present here. 24 Second, and independent of the above, petitioner again fails to narrowly tailor its 25 sealing request. For example, petitioner seeks to seal the entirety of Counsel Munro’s 26 declaration (Dkt. 29-5). Dkt. 34 ¶¶ 7-8. Yet, petitioner overlooks that its supplemental 27 reply extensively refers to or cites that declaration when advancing its argument that 1 C. The Court Denies Petitioner’s Request to File a Renewed Motion to 2 Seal the Final Award 3 In its motion to seal, petitioner asks that the court permit it to file a “renewed” 4 motion in the event the court denies its first motion to seal the Final Award. Dkt. 2 at 4. 5 The court will not permit petitioner to file a “renewed” motion to seal the Final 6 Award. As decided in Section II.A., petitioner cannot reasonably argue that its petition (or 7 the Final Award, for that matter) is less than tangentially related to the merits of the 8 arbitration. Indeed, that’s likely why, in its motion to seal, petitioner proffered its 9 alternative “compelling reasons,” Dkt. 2 at 3, just two paragraphs after claiming that the 10 good cause standard controls, id. at 2. 11 The court evaluated all of petitioner’s proffered reasons in both of its sealing 12 requests. In effect, then, petitioner had not one but two opportunities to satisfy its 13 showing. Petitioner failed. Petitioner does not offer any reason to suggest that a third 14 attempt would yield a different result. But even if it had, as decided above, petitioner 15 neglected any attempt to narrowly tailor the portions of any document sought for sealing. 16 Again, such an attempt is also required by established Ninth Circuit authority as well as 17 this district’s Civil Local Rules. 18 The court has expended ample resources deciding the counter motion and 19 petition. It will not entertain a successive motion to seal simply because a litigant holds 20 back its showing on an initial motion with the expectation that it will get a second shot. 21 CONCLUSION 22 For the above reasons, the court DENIES the counter motion to vacate the Final 23 Award, Dkt. 19; Dkt. 29-3, and GRANTS the petition, Dkt. 1, to confirm that award, Dkt. 24 2-4. The court will separately enter judgment in conformity with the Final Award. 25 The court also DENIES petitioner’s motion to seal the Final Award, Dkt. 2, as well 26 as its request to seal the above-noted 14 documents filed by respondents in support of 27 their supplemental response, Dkt. 34. Incident to that decision, the court TERMINATES 1 supplemental response as well the proposed orders (Dkt. 30) filed as part of that motion. 2 Within ten days of this order, petitioner must file on the public docket an 3 unredacted version of the Final Award (Dkt. 2-4). By that same date, respondents must 4 file on the public docket an unredacted version of Counsel’s Munro’s declaration in 5 support of the supplemental response (Dkt. 29-5). Given that petitioner does not request 6 that the court seal dockets 29, 29-1 through 29-3, or 29-9 through 29-14, respondents 7 must file those documents on the public docket. The court will not reconsider its sealing 8 decisions. 9 IT IS SO ORDERED. 10 Dated: September 8, 2021 11 /s/ Phyllis J. Hamilton PHYLLIS J. HAMILTON 12 United States District Judge

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