Flores v. The National Football League

Opinion

1285 AVENUE OF THE AMERICAS NEW YORK. NEW YORK 10019-6064 ieee Ce ne □ □□□□

USDC SDNY oe WRITER’S DIRECT DIAL NUMBER DOCUMENT 1 ooeeirs ROAD, CENTRAL (212) 373-3 1] 18 ELECTRONICALLY FILED TELEPHONE (852) 2846-0300 WRITER'S DIRECT FACSIMILE DOC #: ALDER CASTLE (212) 492-01 18 DATE FILED: 06/29/22 SAAS SE, UNITED KINGDOM WRITER’S DIRECT E-MAIL ADDRESS terete cine □□□ lelynch@paulweiss.com ar 0 END ORSED a □

June 21, 2022 TELEPHONE (81-3) 3597-8101

BY ELECTRONIC FILING 2001 K STREET, NW The Honorable Valerie E. Caproni United States District Judge POST OFFICE BOX32 Southern District of New York TELEPHONE (902) □□□□□□□□ 40 Foley Square New York, NY 10007 Flores, et al. v. The National Football League, et al., No. 22-cv-871-VEC Dear Judge Caproni: Pursuant to Rule 5.B(i1) of Your Honor’s Individual Practices in Civil Cases, I write on behalf of Defendants in the above-captioned matter to request leave to file in redacted form Exhibits 2 through 7 to the Declaration of Dolores F. DiBella in Support of Defendants’ Motion to Compel Arbitration and Stay Further Proceedings (the “DiBella Declaration”). These exhibits consist of the relevant excerpts from Plaintiffs’ employment agreements, which include the specific provisions—including the arbitration provisions— that Defendants rely upon in their motion. Defendants seek leave to redact the surrounding provisions included in these excerpts. We understand that Plaintiffs oppose the proposed redactions, except with respect to personal contact information and information related to Plaintiffs’ compensation. Defendants seek to redact the provisions at issue on the ground that they are not relevant to the issues raised in their motion. Under Second Circuit law, courts have “considerable discretion in determining whether good cause exists to overcome the presumption of open access” to documents filed in the matters before them. Geller v. Branic Int’l Realty Corp., 212 F.3d 734, 738 (2d Cir. 2000). Here, the public interest in “monitoring the federal courts” is already satisfied because the publicly filed excerpts will include all contract provisions that are relevant to the adjudication of Defendants’ motion. Lugosch v. Pyramid Co. of Onondaga, 435 F.3d 110, 119 (2d Cir. 2006). Under such circumstances, it is fully within the Court’s discretion to permit the other, non-relevant provisions to remain redacted. See Torain v. Clear Channel Broad.,

FAUL, WEILoo, RIFARINIY, WMAKRIUOUN @& GOAKNRISOWN LLI

Inc., 651 F. Supp. 2d 125, 131 n.2 (S.D.N.Y. 2009) (permitting employment agreement to be filed under seal where “[a]ll of the contractual provisions relied upon by the parties. . . [were] quoted in the parties’ submissions and [were] therefore incorporated in the. . . record”). As a separate and additional basis for redaction, the redacted provisions contain confidential and proprietary business and employment information, which federal courts have repeatedly recognized as a legitimate basis for redaction or sealing. See, e.g., Hanks v. Voya Ret. Ins. & Annuity Co., No. 16-cv-6399, 2020 WL 5813448, at *3 (S.D.N.Y. Sept. 30, 2020); Oliver Wyman, Inc. v. Eielson, 282 F. Supp. 3d 684, 706-07 (S.D.N.Y. 2017); Avocent Redmond Corp. v. Raritan Ams., Inc., No. 10-cv-6100, 2012 WL 3114855, at *16 (S.D.N.Y. July 31, 2012). Indeed, courts in this Circuit routinely permit parties to file employment agreements in redacted form or under seal. See, e.g., SEC v. Ahmed, No. 15-cv-675, 2018 WL 4266079, at *3 (D. Conn. Sept. 6, 2018); Kelly v. Evolution Mkts., Inc., 626 F. Supp. 2d 364, 377 (S.D.N.Y. 2009); Torain, 651 F. Supp. 2d at 131 n.2. The same result should follow here. The excerpted agreements are confidential employment agreements that contain proprietary and sensitive information relating to the terms of employment between certain of the NFL’s member clubs and their coaches, including terms relating to compensation and coaching responsibilities. Those agreements are not generally available to the public or other NFL member clubs or coaches, and they all contain broad confidentiality provisions prohibiting the disclosure of their terms. See Flores-Dolphins Agreement 4 14 (Ex. 2); Flores-Patriots Agreement 12(A)— (B) (Ex. 3); Flores-Steelers Agreement 7 (Ex. 4); Wilks-Cardinals Agreement 6(a) (Ex. 5); Wilks-Panthers Agreement J 14 (Ex. 6); Horton-Titans Agreement 3(a), (d) (Ex. 7); Kelly, 626 F. Supp. 2d at 377 (permitting employment agreement that was confidential “by its express terms” to be filed under seal); see also DiRussa v. Dean Witter Reynolds, Inc., 121 F.3d 818, 826-28 (2d Cir. 1997); Torain, 651 F. Supp. 2d at 131 n.2. Disclosure of the non-relevant terms of these agreements would thus place the member clubs at a competitive disadvantage to rival clubs who compete for the same coaching candidates. Disclosure would equally disadvantage Plaintiffs, as coaches and coaching candidates, in their potential negotiations and dealings with other clubs. In addition, some of these agreements—in particular, Plaintiff Brian Flores’s agreements with the New England Patriots and the Pittsburgh Steelers and Plaintiff Steve Wilks’s agreement with the Carolina Panthers—involve clubs who are not named parties to this litigation and whose privacy interests should “weigh heavily” against disclosure. United States v. Amodeo, 71 F.3d 1044, 1050 (2d Cir. 1995) (citation omitted); see Statoil (Nigeria) Ltd. v. Nigerian Nat’l Petroleum Corp., No. 18-cv-2392, 2020 WL 3170566, at *1 (S.D.N.Y. June 15, 2020) (granting request to redact third-party information); Dodona I, LLC v. Goldman, Sachs & Co., 119 F. Supp. 3d 152, 156-57 (S.D.N.Y. 2015) (same).

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For these reasons, Defendants respectfully request that the Court enter an order (1) granting leave for Defendants to file in redacted form Exhibits 2 through 7 to the DiBella Declaration, and (ii) prohibiting Plaintiffs from publicly filing any other versions of the employment agreements excerpted in those exhibits.

Respectfully submitted,

/s/ Loretta E. Lynch Loretta E. Lynch ce: Counsel of Record (via electronic filing)

Application GRANTED. The Court finds that employment and financial information unrelated to Defendants’ arbitration agreement with Plaintiffs have a limited bearing on whether the Motion to Compel Arbitration and Stay Further Proceedings should be granted. Accordingly, the presumption of access established by Lugosch v. Pyramid Co. of Onondaga, 435 F.3d 110 (2d Cir. 2006) is accorded less weight, as access to the redacted information is not necessary to preserve the interested public's ability to monitor judicial decisionmaking. See id. at 119 ("[T]he weight to be given the presumption of access must be governed by the role of the material at issue in the exercise of Article III judicial power and the resultant value of such information to those monitoring the federal courts.” /d. (alteration in original)). In addition, the Court finds that the privacy interests of unnamed parties included in the documents are substantial and weigh against the presumption of access. See id. at 120 (listing factors to be weighed against the presumption of access, including "the privacy interests of those resisting disclosure" (citing United States v. Amodeo, 71 F.3d 1044, 1049 (2d. Cir. 1995)).

SO ORDERED. (p¢— VoL oa9a2 HON. VALERIE CAPRONI UNITED STATES DISTRICT JUDGE