1 WO 2 3 4 5
9 Goldwater Bank NA, No. CV-21-01190-PHX-MTM
10 Plaintiff, ORDER
11 v.
12 Caliber Home Loans Incorporated, et al.,
13 Defendants. 14 15 Before the Court are three motions: Plaintiff Goldwater Bank NA’s (“Goldwater”) 16 “Motion For Leave to File Under Seal Document Related to Goldwater Bank’s Reply in 17 Support of Motion for Temporary Restraining Order and Preliminary Injunction,” filed 18 August 17, 2021 (doc. 28); Goldwater’s “Motion to Retroactively Seal Certain Documents 19 Filed by the Individual Defendants1 in Opposition to Goldwater Bank, N.A.’s Motion for 20 Temporary Restraining Order and Preliminary Injunction,” filed August 19, 2021 (doc. 21 35); and Defendant Julia M Magler’s (“Magler”) “Motion for Leave to File Evidentiary 22 Objection to Declaration of Jon Edwards,” filed September 3, 2021 (doc. 49). For the 23 reasons detailed herein, each motion will be denied.2 24 //
25 1 In this Order, “Individual Defendants” will be used to collectively refer to 26 Defendants Julia M Magler, Amy Waller, and Shelly Farris.
27 2 The Court denies Magler’s request for oral argument on her Motion (doc. 57 at 1) 28 as it is not necessary for its resolution. See LRCiv 7.2(f) (“The Court may decide motions without oral argument.”). 2 A. Arguments. 3 In its motions, Goldwater seeks to seal documents containing the name of one of its 4 “confidential referral sources.” (Docs. 28, 35). In the first, Goldwater moves to seal the 5 declaration of Nate Raich (doc. 29), a regional manager at Goldwater, which Goldwater 6 filed in support of its reply to the Individual Defendants’ response to its Motion for a 7 Temporary Restraining Order and Preliminary Injunction (“Motion for TRO/PI”) (doc. 9). 8 (Doc. 28). In the second, Goldwater moves to seal certain declarations filed by the 9 Individual Defendants in support of their response to the Motion for TRO/PI, namely, the 10 declarations of Defendant Magler (doc. 21-1), Greg Adamson (doc. 21-4), Steven De La 11 Reyes (doc. 21-7), and Colin Marthaler (doc. 21-9). (Doc. 35). Goldwater maintains that 12 sealing these documents is necessary because public disclosure of the referral source’s 13 identity “would competitively disadvantage Goldwater.” (Doc. 28 at 2; Doc. 35 at 2). 14 Goldwater further argues that Magler is obligated to keep the referral source’s identity 15 confidential pursuant to her Employment Agreement. (Id., citing Doc. 9-3 at 16, Art. 5, 16 § 1).3 17 The Individual Defendants responded to both motions, arguing that Goldwater has 18 not shown a “compelling reason” to justify sealing these documents. (Docs. 39, 40). They 19 further argue that the referral source “is not a Goldwater client,” but rather, “a third-party 20 21 3 The Employment Agreement states, in pertinent part:
22 Loan Originator [Magler] acknowledges that . . . [Goldwater’s] . . . referral 23 sources . . . have been developed through the expenditure of substantial time, effort and money which [Goldwater] wishes to maintain in confidence and 24 withhold from disclosure to other persons. Accordingly . . . Loan Originator acknowledges that . . . [she] shall use such information solely for 25 [Goldwater’s] benefit, and maintain as secret and shall not disclose any of 26 the Confidential information to any third party (except as Loan Originator’s duties may require) without [Goldwater’s] prior express written 27 authorization. 28 (Doc. 9-3 at 16, Art. 5, § 1). 1 realtor who [Magler] knew before she joined Goldwater.” (Id.). 2 Goldwater replied, arguing that this referral source “represents a substantial pipeline 3 of referrals for Goldwater” and sealing the referral source’s name “is necessary because, if 4 . . . unsealed, Goldwater’s competitors can learn of and seek to divert business away from 5 this referral source.” (Doc. 48 at 3, quotes omitted). Goldwater further argues that “the 6 financial services industry is highly competitive” and that it “will suffer if its confidential 7 referral sources are a matter of open knowledge.” (Id., quotes omitted). 8 B. Legal Standard. 9 The public has a “‘general right to inspect and copy public records and documents, 10 including judicial records and documents.’” Ctr. for Auto Safety v. Chrysler Grp., LLC, 11 809 F.3d 1092, 1096 (9th Cir. 2016) (quoting Nixon v. Warner Commnc’ns, Inc., 435 U.S. 12 589, 597 (1978)). Thus, there is a “strong presumption in favor of access to court records.” 13 Id. (quotes and citation omitted). A party seeking to seal a court record “bears the burden 14 of overcoming this strong presumption by meeting the ‘compelling reasons’ standard.”4 15 Kamakana v. City and Cty. of Honolulu, 447 F.3d 1172, 1178 (9th Cir. 2006). “Under this 16 stringent standard, a court may seal records only when it finds ‘a compelling reason and 17 articulate[s] the factual basis for its ruling, without relying on hypothesis or conjecture.’” 18 Chrysler, 803 F.3d at 1096–97 (quoting Kamakana, 447 F.3d at 1179). In determining 19 whether to seal a court record, a court must “conscientiously balance the competing 20 interests of the public and the party who seeks to keep certain judicial records secret.” 21 Kamakana, 447 F.3d at 1179 (quotes and citations omitted). 22 C. Analysis & Conclusion. 23 In support of its Motions, Goldwater cites Nixon, supra. (Doc. 48 at 2). In Nixon, 24 the Supreme Court observed that access to court records “has been denied where court files
25 4 The “compelling reasons” standard applies to the instant documents because they 26 regard Goldwater’s Motion for a TRO/PI, which is “more than tangentially related to the merits of [the] case.” Chrysler, 809 F.3d at 1101. By contrast, a court need only find “good 27 cause” to seal documents attached to “non-dispositive motions because those documents 28 are often unrelated, or only tangentially related, to the underlying cause of action.” Kamakana, 447 F.3d at 1179–80 (quotes and citations omitted). 1 might have become a vehicle for improper purposes.” 435 U.S. at 598. As noted in Nixon, 2 sealing a court record may be appropriate where the record could serve as a “source[] of 3 business information that might harm a litigant’s competitive standing.” Id. (citations 4 omitted); see Chrysler, 809 F.3d at 1097. Additionally, Goldwater cites Kamakana, in 5 which the Ninth Circuit identified the “release [of] trade secrets” as another “improper 6 purpose” that may justifying sealing a court record. 447 F.3d at 1179. 7 The Court will deny Goldwater’s motions because Goldwater has not met the 8 “stringent” standard of showing why the referral source’s name should be kept under seal. 9 Goldwater fails to explain precisely how disclosing the name of this individual would put 10 it at a competitive disadvantage. The purported cause-and-effect link between disclosure 11 of this individual’s name and diminished referrals to Goldwater appears, on this record, to 12 be speculative at best. Goldwater proffers no allegation or evidence indicating that this 13 individual provides Goldwater with referrals on the condition that his identity remain 14 confidential. Therefore, the Court is without a sufficient factual basis to conclude that 15 compelling reasons justify keeping these documents sealed. Accordingly, Goldwater’s 16 motions will be denied. 18 Defendant Magler moves for leave to file an evidentiary objection to the declaration 19 of Jon Edwards (doc. 9-2), Goldwater’s Executive Vice-President and Chief Financial 20 Officer, which Goldwater submitted in support of its Motion for TRO/PI. (Doc. 49; see 21 Doc. 49-1). Specifically, Magler objects to the admission of her Employment Agreement 22 with Goldwater on the grounds that it is an incomplete document because Goldwater 23 omitted an “Exhibit A” when it filed the document with the Court. (Doc. 49).
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1 WO 2 3 4 5
9 Goldwater Bank NA, No. CV-21-01190-PHX-MTM
10 Plaintiff, ORDER
11 v.
12 Caliber Home Loans Incorporated, et al.,
13 Defendants. 14 15 Before the Court are three motions: Plaintiff Goldwater Bank NA’s (“Goldwater”) 16 “Motion For Leave to File Under Seal Document Related to Goldwater Bank’s Reply in 17 Support of Motion for Temporary Restraining Order and Preliminary Injunction,” filed 18 August 17, 2021 (doc. 28); Goldwater’s “Motion to Retroactively Seal Certain Documents 19 Filed by the Individual Defendants1 in Opposition to Goldwater Bank, N.A.’s Motion for 20 Temporary Restraining Order and Preliminary Injunction,” filed August 19, 2021 (doc. 21 35); and Defendant Julia M Magler’s (“Magler”) “Motion for Leave to File Evidentiary 22 Objection to Declaration of Jon Edwards,” filed September 3, 2021 (doc. 49). For the 23 reasons detailed herein, each motion will be denied.2 24 //
25 1 In this Order, “Individual Defendants” will be used to collectively refer to 26 Defendants Julia M Magler, Amy Waller, and Shelly Farris.
27 2 The Court denies Magler’s request for oral argument on her Motion (doc. 57 at 1) 28 as it is not necessary for its resolution. See LRCiv 7.2(f) (“The Court may decide motions without oral argument.”). 2 A. Arguments. 3 In its motions, Goldwater seeks to seal documents containing the name of one of its 4 “confidential referral sources.” (Docs. 28, 35). In the first, Goldwater moves to seal the 5 declaration of Nate Raich (doc. 29), a regional manager at Goldwater, which Goldwater 6 filed in support of its reply to the Individual Defendants’ response to its Motion for a 7 Temporary Restraining Order and Preliminary Injunction (“Motion for TRO/PI”) (doc. 9). 8 (Doc. 28). In the second, Goldwater moves to seal certain declarations filed by the 9 Individual Defendants in support of their response to the Motion for TRO/PI, namely, the 10 declarations of Defendant Magler (doc. 21-1), Greg Adamson (doc. 21-4), Steven De La 11 Reyes (doc. 21-7), and Colin Marthaler (doc. 21-9). (Doc. 35). Goldwater maintains that 12 sealing these documents is necessary because public disclosure of the referral source’s 13 identity “would competitively disadvantage Goldwater.” (Doc. 28 at 2; Doc. 35 at 2). 14 Goldwater further argues that Magler is obligated to keep the referral source’s identity 15 confidential pursuant to her Employment Agreement. (Id., citing Doc. 9-3 at 16, Art. 5, 16 § 1).3 17 The Individual Defendants responded to both motions, arguing that Goldwater has 18 not shown a “compelling reason” to justify sealing these documents. (Docs. 39, 40). They 19 further argue that the referral source “is not a Goldwater client,” but rather, “a third-party 20 21 3 The Employment Agreement states, in pertinent part:
22 Loan Originator [Magler] acknowledges that . . . [Goldwater’s] . . . referral 23 sources . . . have been developed through the expenditure of substantial time, effort and money which [Goldwater] wishes to maintain in confidence and 24 withhold from disclosure to other persons. Accordingly . . . Loan Originator acknowledges that . . . [she] shall use such information solely for 25 [Goldwater’s] benefit, and maintain as secret and shall not disclose any of 26 the Confidential information to any third party (except as Loan Originator’s duties may require) without [Goldwater’s] prior express written 27 authorization. 28 (Doc. 9-3 at 16, Art. 5, § 1). 1 realtor who [Magler] knew before she joined Goldwater.” (Id.). 2 Goldwater replied, arguing that this referral source “represents a substantial pipeline 3 of referrals for Goldwater” and sealing the referral source’s name “is necessary because, if 4 . . . unsealed, Goldwater’s competitors can learn of and seek to divert business away from 5 this referral source.” (Doc. 48 at 3, quotes omitted). Goldwater further argues that “the 6 financial services industry is highly competitive” and that it “will suffer if its confidential 7 referral sources are a matter of open knowledge.” (Id., quotes omitted). 8 B. Legal Standard. 9 The public has a “‘general right to inspect and copy public records and documents, 10 including judicial records and documents.’” Ctr. for Auto Safety v. Chrysler Grp., LLC, 11 809 F.3d 1092, 1096 (9th Cir. 2016) (quoting Nixon v. Warner Commnc’ns, Inc., 435 U.S. 12 589, 597 (1978)). Thus, there is a “strong presumption in favor of access to court records.” 13 Id. (quotes and citation omitted). A party seeking to seal a court record “bears the burden 14 of overcoming this strong presumption by meeting the ‘compelling reasons’ standard.”4 15 Kamakana v. City and Cty. of Honolulu, 447 F.3d 1172, 1178 (9th Cir. 2006). “Under this 16 stringent standard, a court may seal records only when it finds ‘a compelling reason and 17 articulate[s] the factual basis for its ruling, without relying on hypothesis or conjecture.’” 18 Chrysler, 803 F.3d at 1096–97 (quoting Kamakana, 447 F.3d at 1179). In determining 19 whether to seal a court record, a court must “conscientiously balance the competing 20 interests of the public and the party who seeks to keep certain judicial records secret.” 21 Kamakana, 447 F.3d at 1179 (quotes and citations omitted). 22 C. Analysis & Conclusion. 23 In support of its Motions, Goldwater cites Nixon, supra. (Doc. 48 at 2). In Nixon, 24 the Supreme Court observed that access to court records “has been denied where court files
25 4 The “compelling reasons” standard applies to the instant documents because they 26 regard Goldwater’s Motion for a TRO/PI, which is “more than tangentially related to the merits of [the] case.” Chrysler, 809 F.3d at 1101. By contrast, a court need only find “good 27 cause” to seal documents attached to “non-dispositive motions because those documents 28 are often unrelated, or only tangentially related, to the underlying cause of action.” Kamakana, 447 F.3d at 1179–80 (quotes and citations omitted). 1 might have become a vehicle for improper purposes.” 435 U.S. at 598. As noted in Nixon, 2 sealing a court record may be appropriate where the record could serve as a “source[] of 3 business information that might harm a litigant’s competitive standing.” Id. (citations 4 omitted); see Chrysler, 809 F.3d at 1097. Additionally, Goldwater cites Kamakana, in 5 which the Ninth Circuit identified the “release [of] trade secrets” as another “improper 6 purpose” that may justifying sealing a court record. 447 F.3d at 1179. 7 The Court will deny Goldwater’s motions because Goldwater has not met the 8 “stringent” standard of showing why the referral source’s name should be kept under seal. 9 Goldwater fails to explain precisely how disclosing the name of this individual would put 10 it at a competitive disadvantage. The purported cause-and-effect link between disclosure 11 of this individual’s name and diminished referrals to Goldwater appears, on this record, to 12 be speculative at best. Goldwater proffers no allegation or evidence indicating that this 13 individual provides Goldwater with referrals on the condition that his identity remain 14 confidential. Therefore, the Court is without a sufficient factual basis to conclude that 15 compelling reasons justify keeping these documents sealed. Accordingly, Goldwater’s 16 motions will be denied. 18 Defendant Magler moves for leave to file an evidentiary objection to the declaration 19 of Jon Edwards (doc. 9-2), Goldwater’s Executive Vice-President and Chief Financial 20 Officer, which Goldwater submitted in support of its Motion for TRO/PI. (Doc. 49; see 21 Doc. 49-1). Specifically, Magler objects to the admission of her Employment Agreement 22 with Goldwater on the grounds that it is an incomplete document because Goldwater 23 omitted an “Exhibit A” when it filed the document with the Court. (Doc. 49). The Court 24 considers Magler’s Motion (id.), Goldwater’s Response (doc. 55), and Magler’s Reply 25 (doc. 57). 26 As an initial matter, Magler’s objection to the admission of the Employment 27 Agreement is untimely. Under LRCiv 7.2(m): 28 An objection to (and any argument regarding) the admissibility of evidence 1 offered in support of or opposition to a motion must be presented in the 2 objecting party’s responsive or reply memorandum and not in a separate motion to strike or other separate filing. 3 In any event, the Court will overrule the objection. Magler relies on Fed. R. Evid. 106, 5 || which states: 6 If a party introduces all or part of a writing or recorded statement, an adverse 7 party may require the introduction, at that time, of any other part--or any other writing or recorded statement--that in fairness ought to be considered 8 at the same time. Upon review of the Employment Agreement, the missing “Exhibit A” appears to be the 10 || compensation schedule regarding Magler’s compensation. (Doc. 9-3 at 15, Art. 4, § 2). 11 |} Given that this action does not involve any dispute regarding Magler’s compensation— only her alleged disclosure of Goldwater’s purported trade secrets and confidential 13 || information—the relevance of Exhibit A is not apparent. As such, the Court concludes that “fairness” does not require its disclosure in the instant action. Accordingly, the Court will 15 || deny Magler’s motion. 16 IT IS THEREFORE ORDERED: 17 (1) | Goldwater’s Motions to Seal (docs. 28, 35) are denied. The Clerk of Court 18 || shall unseal Docs. 21-1, 21-4, 21-7, 21-9, and 29. The Clerk of Court shall file Doc. 29. 19 (2) Magler’s Motion for Leave to File Evidentiary Objection (doc. 49) is denied. 20 Dated this 23rd day of September, 2021. 21 22 War Ve Pareis see, 3 Honorable Michael T. Morrissey United States Magistrate Judge 24 25 26 27 28
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