COURT OF CHANCERY OF THE STATE OF DELAWARE SELENA E. MOLINA LEONARD L. WILLIAMS JUSTICE CENTER SENIOR MAGISTRATE IN CHANCERY 500 NORTH KING STREET, SUITE 11400 WILMINGTON, DE 19801-3734
August 21, 2025
Bradley R. Aronsta, Esquire Joseph B. Cicero, Esquire S. Michael Sirkin, Esquire Gregory E. Stuhlman, Esquire R. Garrett Rice, Esquire Chipman Brown Cicero and Cole, LLP Ross Aronstam & Moritz LLP 1313 N. Market Street, Suite 5400 1313 N. Market Street, Suite 1001 Wilmington, DE 19801 Wilmington, DE 19801
RE: Gulf LNG Energy, LLC, et al. v. ENI USA Gas Marketing LLC, C.A. No. 2019-0460-SEM
Dear Counsel:
Pending before me is the motion for continued confidential treatment filed by
plaintiffs Gulf LNG Energy, LLC and Gulf LNG Pipeline, LLC (“Plaintiffs”). The
motion was reassigned to me on July 21, 2025. This is my final report.
By way of brief background, this action was fully resolved on December 15,
2020, when Chancellor Bouchard entered a final order permanently enjoining Eni
USA Gas Marketing LLC (the “Defendant”) from pursuing a second arbitration it
had commenced on June 3, 2019.1 That second arbitration was an impermissible
collateral attack on a prior arbitration award, which resolved the parties’ disputes
about a contract between the parties known as the Terminal Use Agreement (the
1 Docket Item (“D.I.”) 59. C.A. No. 2019-0460-SEM August 22, 2025 Page 2
“TUA”). The parties agreed in the TUA that both the TUA itself and any subsequent
arbitration relating thereto were to be confidential.2 Thus, the Plaintiffs filed the
complaint in this action, and eight exhibits thereto, under seal; the complaint was
later redacted and filed publicly, along with public versions of the Plaintiffs’ motions
to expedite and for a temporary restraining order.3 Throughout this proceeding, the
parties filed other pleadings, motions, and briefs under seal, providing public
versions as required by this Court’s rules.
Under current Court of Chancery Rule 5.1(h),4 “confidential treatment expires
three years after the final disposition of the action,” but “[a]ny person may move to
extend confidential treatment” through which they bear the burden to “demonstrate
that the particularized harm from public disclosure of the Confidential Filing clearly
outweighs the public interest in access to Court records. The movant must provide
evidentiary support for the particularized harm.” The movant must also move timely,
within forty-five days of the Register in Chancery’s notice of expiration.
2 See D.I 1, Ex. C 3 D.I. 6–8. 4 I say current because this Rule was recently amended on May 31, 2024, effective June 14, 2024, and corrected on July 12, 2024, with an effective date of same. I rely on the amended version herein, seeing no material change from the prior version. As explained by the comments to the amendments, “Rules 5.1(g) and (h) clarify the authority of the Register in Chancery to file a public version if no party files redactions. In addition, they establish a procedure for restoring confidential treatment when no public version is filed.” The standard of proof remains the same. C.A. No. 2019-0460-SEM August 22, 2025 Page 3
Here, the Plaintiffs moved timely, and their motion is unopposed. But I must
still hold them to their burden and look for particularized harm, weighing any public
interest, and evidentiary support therefor. In large part, the Plaintiffs have met their
burden.
The Plaintiffs move for continued confidential treatment of seventeen
documents. Six of those documents were originally filed, and permanently sealed
by Vice Chancellor Glasscock on August 17, 2022, in Gulf LNG Energy, LLC v. ENI
USA Gas Marketing LLC, C.A. No. 2018-0700-KSJM (the “Prior Decision”). Those
are:
1. The final arbitration award and correction of final arbitration award
(Exhibit B to the complaint here);
2. The TUA (Exhibit C to the complaint here);
3. The complaint from that action (Exhibit H to the complaint here);
4. The answer to that complaint (Exhibit I to the complaint here);
5. A motion for judgment on the pleadings in that action (Exhibit J to the
complaint here); and
6. A cross-motion for judgment on the pleadings in that action (Exhibit K to
the complaint here). C.A. No. 2019-0460-SEM August 22, 2025 Page 4
The Prior Decision stands and I see no basis on which to revisit or reconsider it. The
documents sealed in the Prior Decision will remain sealed in this action.
I focus my attention on the documents filed solely in this action. The
information redacted generally falls within three buckets: (1) public information
about the Plaintiffs’ claims and requests for relief in this action, (2) quotations from,
or explanation of, the TUA, and (3) calculations, financial considerations, and other
details from the arbitration proceedings. The first bucket contains information for
which there is no need for continued confidential treatment. The second bucket is
directly tied to, and protected by, the Prior Decision. And the final bucket contains
information worthy of continued confidential treatment. Thus, as I explain through
my document-by-document review below, the Plaintiffs’ request is granted in part,
but several un- (or less-) redacted documents must be filed.
A. The Plaintiffs’ complaint and the answer thereto are over- redacted.
Several of the redactions in the Plaintiffs’ complaint are not supported by an
evidentiary record of particularized harm from disclosure. The currently redacted
statements referencing the existence of the second arbitration, future proceedings,
relief requested in this action, and legal basis therefor, are already publicly known
and should no longer be protected from disclosure. Thus, the redactions on pages 1,
3, 5, 6, 7 (paragraph 12 only), 10, 18, 23 (heading F and paragraph 44 only), 27–28 C.A. No. 2019-0460-SEM August 22, 2025 Page 5
(under Count I through the end of paragraph 54), 29 (paragraphs 58–59 only), and
30–31 must be removed. The Plaintiffs have met their burden for continued
confidential treatment of the information redacted elsewhere in the complaint. The
answer shall be unsealed to the same extent.
B. Exhibit F to the complaint should remain sealed.
The Plaintiffs request that Exhibit F to the complaint, which is the notice of
arbitration, remain fully sealed. They argue that the information therein meets the
definition of “Confidential Information,” there is cognizable harm from disclosure,
and keeping this exhibit sealed will not undermine the public’s base-level knowledge
of these proceedings. I agree. I see no reason to unseal the notice of arbitration, and
will not require the Plaintiffs to file a public version.
C. Exhibit G to the complaint is appropriately redacted and should not be unsealed.
The public version of Exhibit G to the complaint, filed on September 6, 2023,
is appropriately redacted to protect discreet information for which continued
confidential treatment is appropriate. No further disclosure is warranted. C.A. No. 2019-0460-SEM August 22, 2025 Page 6
D. The motion for expedited proceedings, motion for judgment on the pleadings, opposition thereto, and supplemental submissions thereon should be unsealed. The reply in further support of the motion for judgment on the pleadings is over-redacted.
Free access — add to your briefcase to read the full text and ask questions with AI
COURT OF CHANCERY OF THE STATE OF DELAWARE SELENA E. MOLINA LEONARD L. WILLIAMS JUSTICE CENTER SENIOR MAGISTRATE IN CHANCERY 500 NORTH KING STREET, SUITE 11400 WILMINGTON, DE 19801-3734
August 21, 2025
Bradley R. Aronsta, Esquire Joseph B. Cicero, Esquire S. Michael Sirkin, Esquire Gregory E. Stuhlman, Esquire R. Garrett Rice, Esquire Chipman Brown Cicero and Cole, LLP Ross Aronstam & Moritz LLP 1313 N. Market Street, Suite 5400 1313 N. Market Street, Suite 1001 Wilmington, DE 19801 Wilmington, DE 19801
RE: Gulf LNG Energy, LLC, et al. v. ENI USA Gas Marketing LLC, C.A. No. 2019-0460-SEM
Dear Counsel:
Pending before me is the motion for continued confidential treatment filed by
plaintiffs Gulf LNG Energy, LLC and Gulf LNG Pipeline, LLC (“Plaintiffs”). The
motion was reassigned to me on July 21, 2025. This is my final report.
By way of brief background, this action was fully resolved on December 15,
2020, when Chancellor Bouchard entered a final order permanently enjoining Eni
USA Gas Marketing LLC (the “Defendant”) from pursuing a second arbitration it
had commenced on June 3, 2019.1 That second arbitration was an impermissible
collateral attack on a prior arbitration award, which resolved the parties’ disputes
about a contract between the parties known as the Terminal Use Agreement (the
1 Docket Item (“D.I.”) 59. C.A. No. 2019-0460-SEM August 22, 2025 Page 2
“TUA”). The parties agreed in the TUA that both the TUA itself and any subsequent
arbitration relating thereto were to be confidential.2 Thus, the Plaintiffs filed the
complaint in this action, and eight exhibits thereto, under seal; the complaint was
later redacted and filed publicly, along with public versions of the Plaintiffs’ motions
to expedite and for a temporary restraining order.3 Throughout this proceeding, the
parties filed other pleadings, motions, and briefs under seal, providing public
versions as required by this Court’s rules.
Under current Court of Chancery Rule 5.1(h),4 “confidential treatment expires
three years after the final disposition of the action,” but “[a]ny person may move to
extend confidential treatment” through which they bear the burden to “demonstrate
that the particularized harm from public disclosure of the Confidential Filing clearly
outweighs the public interest in access to Court records. The movant must provide
evidentiary support for the particularized harm.” The movant must also move timely,
within forty-five days of the Register in Chancery’s notice of expiration.
2 See D.I 1, Ex. C 3 D.I. 6–8. 4 I say current because this Rule was recently amended on May 31, 2024, effective June 14, 2024, and corrected on July 12, 2024, with an effective date of same. I rely on the amended version herein, seeing no material change from the prior version. As explained by the comments to the amendments, “Rules 5.1(g) and (h) clarify the authority of the Register in Chancery to file a public version if no party files redactions. In addition, they establish a procedure for restoring confidential treatment when no public version is filed.” The standard of proof remains the same. C.A. No. 2019-0460-SEM August 22, 2025 Page 3
Here, the Plaintiffs moved timely, and their motion is unopposed. But I must
still hold them to their burden and look for particularized harm, weighing any public
interest, and evidentiary support therefor. In large part, the Plaintiffs have met their
burden.
The Plaintiffs move for continued confidential treatment of seventeen
documents. Six of those documents were originally filed, and permanently sealed
by Vice Chancellor Glasscock on August 17, 2022, in Gulf LNG Energy, LLC v. ENI
USA Gas Marketing LLC, C.A. No. 2018-0700-KSJM (the “Prior Decision”). Those
are:
1. The final arbitration award and correction of final arbitration award
(Exhibit B to the complaint here);
2. The TUA (Exhibit C to the complaint here);
3. The complaint from that action (Exhibit H to the complaint here);
4. The answer to that complaint (Exhibit I to the complaint here);
5. A motion for judgment on the pleadings in that action (Exhibit J to the
complaint here); and
6. A cross-motion for judgment on the pleadings in that action (Exhibit K to
the complaint here). C.A. No. 2019-0460-SEM August 22, 2025 Page 4
The Prior Decision stands and I see no basis on which to revisit or reconsider it. The
documents sealed in the Prior Decision will remain sealed in this action.
I focus my attention on the documents filed solely in this action. The
information redacted generally falls within three buckets: (1) public information
about the Plaintiffs’ claims and requests for relief in this action, (2) quotations from,
or explanation of, the TUA, and (3) calculations, financial considerations, and other
details from the arbitration proceedings. The first bucket contains information for
which there is no need for continued confidential treatment. The second bucket is
directly tied to, and protected by, the Prior Decision. And the final bucket contains
information worthy of continued confidential treatment. Thus, as I explain through
my document-by-document review below, the Plaintiffs’ request is granted in part,
but several un- (or less-) redacted documents must be filed.
A. The Plaintiffs’ complaint and the answer thereto are over- redacted.
Several of the redactions in the Plaintiffs’ complaint are not supported by an
evidentiary record of particularized harm from disclosure. The currently redacted
statements referencing the existence of the second arbitration, future proceedings,
relief requested in this action, and legal basis therefor, are already publicly known
and should no longer be protected from disclosure. Thus, the redactions on pages 1,
3, 5, 6, 7 (paragraph 12 only), 10, 18, 23 (heading F and paragraph 44 only), 27–28 C.A. No. 2019-0460-SEM August 22, 2025 Page 5
(under Count I through the end of paragraph 54), 29 (paragraphs 58–59 only), and
30–31 must be removed. The Plaintiffs have met their burden for continued
confidential treatment of the information redacted elsewhere in the complaint. The
answer shall be unsealed to the same extent.
B. Exhibit F to the complaint should remain sealed.
The Plaintiffs request that Exhibit F to the complaint, which is the notice of
arbitration, remain fully sealed. They argue that the information therein meets the
definition of “Confidential Information,” there is cognizable harm from disclosure,
and keeping this exhibit sealed will not undermine the public’s base-level knowledge
of these proceedings. I agree. I see no reason to unseal the notice of arbitration, and
will not require the Plaintiffs to file a public version.
C. Exhibit G to the complaint is appropriately redacted and should not be unsealed.
The public version of Exhibit G to the complaint, filed on September 6, 2023,
is appropriately redacted to protect discreet information for which continued
confidential treatment is appropriate. No further disclosure is warranted. C.A. No. 2019-0460-SEM August 22, 2025 Page 6
D. The motion for expedited proceedings, motion for judgment on the pleadings, opposition thereto, and supplemental submissions thereon should be unsealed. The reply in further support of the motion for judgment on the pleadings is over-redacted.
The redactions in the motion for expedited proceedings, motion for judgment
on the pleadings, opposition thereto, and supplemental submission thereon, are not
supported by an evidentiary record of particularized harm from disclosure. The
currently redacted statements mirror those found lacking in the complaint; they
reference the existence of the second arbitration, future proceedings, relief requested
in this action, and legal basis therefor. That information is already publicly known
and should no longer be protected from disclosure. Those filings must be unsealed.
Sticking with the briefing set, the reply in further support of the motion for judgment
on the pleadings has some appropriate redactions but is over-redacted. References
to the arbitrations, underlying merits, and supporting case law shall be made public,
but the actual award terms referenced therein can remain under seal. A revised public
revision shall be filed.
E. The Plaintiffs’ motion for temporary restraining order is over- redacted.
Like the complaint, several of the redactions in the Plaintiffs’ motion for
temporary restraining order are not supported by an evidentiary record of
particularized harm from disclosure. The currently redacted statements referencing C.A. No. 2019-0460-SEM August 22, 2025 Page 7
the existence of the second arbitration, future proceedings, relief requested in this
action, and legal basis therefor, are already publicly known and should no longer be
protected from disclosure. Thus, the redactions on pages 1–4 (through the end of
paragraph 8), 6–10, and 12–13 must be removed. The Plaintiffs have met their
burden for continued confidential treatment of the information redacted elsewhere
in the motion.
* * *
This is my final report, and exceptions may be filed under Court of Chancery
Rule 144.
Respectfully, /s/ Selena E. Molina Senior Magistrate in Chancery