1 2 3 UNITED STATES DISTRICT COURT 4 NORTHERN DISTRICT OF CALIFORNIA 5 SAN JOSE DIVISION 6 7 INTUIT INC., Case No. 5:24-cv-00253-BLF
8 Plaintiff, ORDER GRANTING ECF NO. 123; 9 v. GRANTING IN PART AND DENYING IN PART ECF NO. 124 10 HRB TAX GROUP, INC., et al., [Re: ECF Nos. 123, 124] 11 Defendants.
13 14 Before the Court are two administrative motions filed in connection with Plaintiff Intuit 15 Inc.’s (“Intuit”) Reply in Support of Motion for Preliminary Injunction: 16 1. Intuit’s Administrative Motion to File Under Seal Portions of Its Reply in Support of 17 Motion for Preliminary Injunction. ECF No. 123. 18 2. Intuit’s Administrative Motion to Consider Whether Another Party’s Material Should 19 Be Sealed. ECF No. 124. 20 For the reasons described below, the Court rules as follows: the administrative motion at 21 ECF No. 123 is GRANTED and the administrative motion at ECF No. 124 is GRANTED IN 22 PART AND DENIED IN PART. 23 I. LEGAL STANDARD 24 “Historically, courts have recognized a ‘general right to inspect and copy public records 25 and documents, including judicial records and documents.’” Kamakana v. City & Cty. of 26 Honolulu, 447 F.3d 1172, 1178 (9th Cir. 2006) (quoting Nixon v. Warner Commc’ns, Inc., 435 27 U.S. 589, 597 & n.7 (1978)). Accordingly, when considering a sealing request, “a ‘strong 1 Ins. Co., 331 F.3d 1122, 1135 (9th Cir. 2003)). Parties seeking to seal judicial records relating to 2 motions that are “more than tangentially related to the underlying cause of action” bear the burden 3 of overcoming the presumption with “compelling reasons” that outweigh the general history of 4 access and the public policies favoring disclosure. Ctr. for Auto Safety v. Chrysler Grp., 809 F.3d 5 1092, 1100–01 (9th Cir. 2016); Kamakana, 447 F.3d at 1178–79. 6 Records attached to motions that are “not related, or only tangentially related, to the merits 7 of a case,” however, are not subject to the strong presumption of access. Ctr. for Auto Safety, 809 8 F.3d at 1099; see also Kamakana, 447 F.3d at 1179 (“[T]he public has less of a need for access to 9 court records attached only to non-dispositive motions because those documents are often 10 unrelated, or only tangentially related, to the underlying cause of action.” (internal quotations 11 omitted)). Parties moving to seal the documents attached to such motions must meet the lower 12 “good cause” standard of Rule 26(c). Kamakana, 447 F.3d at 1180. This standard requires a 13 “particularized showing,” id., that “specific prejudice or harm will result” if the information is 14 disclosed. Phillips ex rel. Estates of Byrd v. Gen. Motors Corp., 307 F.3d 1206, 1210–11 (9th Cir. 15 2002); see Fed. R. Civ. P. 26(c). “Broad allegations of harm, unsubstantiated by specific 16 examples of articulated reasoning” will not suffice. Beckman Indus., Inc. v. Int’l Ins. Co., 966 17 F.2d 470, 476 (9th Cir. 1992). 18 In addition, in this district, all parties requesting sealing must comply with Civil Local 19 Rule 79-5. That rule requires, inter alia, the moving party to provide “the reasons for keeping a 20 document under seal, including an explanation of: (i) the legitimate private or public interests that 21 warrant sealing; (ii) the injury that will result if sealing is denied; and (iii) why a less restrictive 22 alternative to sealing is not sufficient.” Civ. L.R. 79-5(c)(1). Further, Civil Local Rule 79-5 23 requires the moving party to provide “evidentiary support from declarations where necessary.” 24 Civ. L.R. 79-5(c)(2). And the proposed order must be “narrowly tailored to seal only the sealable 25 material.” Civ. L.R. 79-5(c)(3). 26 Further, when a party seeks to seal a document because it has been designated as 27 confidential by another party, the filing party must file an Administrative Motion to Consider 1 party need not satisfy the requirements of subsection (c)(1). Civ. L.R. 79-5(f)(1). Instead, the 2 party who designated the material as confidential must, within seven days of the motion’s filing, 3 file a statement and/or declaration that meets the requirements of subsection (c)(1). Civ. L.R. 79- 4 5(f)(3). A designating party’s failure to file a statement or declaration may result in the unsealing 5 of the provisionally sealed document without further notice to the designating party. Id. Any 6 party can file a response to that declaration within four days. Civ. L.R. 79-5(f)(4). 7 II. DISCUSSION 8 A. ECF No. 123 9 Intuit filed the Administrative Motion to File Under Seal Portions of Its Reply in Support 10 of Motion for Preliminary Injunction on September 5, 2024, ECF No. 123, seeking to seal portions 11 of its Reply brief and supporting documents, id. at 2. Intuit writes that the materials should be 12 sealed because they contain “sensitive information related to Intuit’s provision of an expert final 13 review for free to TurboTax Live Assisted customers,” id., and “sensitive confidential business 14 data and metrics,” id. at 3. Intuit argues that its competitors could use the information to harm 15 Intuit’s competitive standing, such as by permitting them to develop similar expert assistance 16 services or to “modify their business strategies based on Intuit’s proprietary data.” Id. at 3–4. 17 Finally, Intuit states that it has limited its request for sealing to materials it believes pose a direct 18 threat to Intuit’s competitive standing. Id. at 4. Defendants HRB Tax Group, Inc. and HRB 19 Digital LLC (collectively, “Block”) did not oppose Intuit’s administrative motion. 20 The Court finds that compelling reasons exist to seal the portions of the documents for 21 which Intuit seeks to maintain sealing. “Sources of business information that might harm a 22 litigant’s competitive strategy may also give rise to a compelling reason to seal, as may pricing, 23 profit, and customer usage information kept confidential by a company that could be used to the 24 company’s competitive disadvantage.” Lawson v. Grubhub, Inc., No. 15-CV-05128, 2017 WL 25 2951608, at *9 (N.D. Cal. July 10, 2017) (internal alterations and citations omitted). Such 26 competitive information includes confidential training materials, marketing information, and 27 business data. See Baack v. Asurion, LLC, No. 220-CV-00336, 2021 WL 3115183, at *1–4 (D. 1 (N.D. Cal. Feb. 24, 2020); Johnstech Int’l Corp. v. JF Microtechnology SDN BHD, No. 14-CV- 2 02864, 2016 WL 4091388, at *2 (N.D. Cal. Aug. 2, 2016). The Court also finds that the request is 3 narrowly tailored. See Civ. L.R. 79-5(c)(3). 4 The Court’s ruling is summarized below: 5 ECF No. Document Portion(s) to Seal Ruling 6 122 Intuit’s Reply in Highlighted portions Granted, as containing sensitive 7 Support of Intuit’s at 4:8; 4:23–24; 4:27; material related to tax expert Motion for 6:5; and 6:20–21. training, the tools used to provide 8 Preliminary expert final reviews, and Injunction confidential business 9 data and metrics. See ECF No. 10 123-1 ¶¶ 5–7.
11 122-1 Joseph Lillie Highlighted portions Granted, as containing sensitive Declaration at 4:6–9; 4:19–20; 4:25–26; tax expert training materials, the 12 in Support of 5:9–13; 5:16–17; 5:19–20; tools used to provide expert final Intuit’s Reply and 5:22–23. reviews, confidential business 13 data and metrics regarding 14 customer satisfaction with expert final reviews, and the number of 15 consumers who completed such reviews. See ECF No. 123-1 16 ¶ 5.
17 122-4 Exhibit 60 – Highlighted portions Granted, as containing Intuit’s 18 Elizabeth Berger at 160:13–17; 162:2–9; pricing and test-pricing Deposition 162:11–20; 162:22; practices and strategies.
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1 2 3 UNITED STATES DISTRICT COURT 4 NORTHERN DISTRICT OF CALIFORNIA 5 SAN JOSE DIVISION 6 7 INTUIT INC., Case No. 5:24-cv-00253-BLF
8 Plaintiff, ORDER GRANTING ECF NO. 123; 9 v. GRANTING IN PART AND DENYING IN PART ECF NO. 124 10 HRB TAX GROUP, INC., et al., [Re: ECF Nos. 123, 124] 11 Defendants.
13 14 Before the Court are two administrative motions filed in connection with Plaintiff Intuit 15 Inc.’s (“Intuit”) Reply in Support of Motion for Preliminary Injunction: 16 1. Intuit’s Administrative Motion to File Under Seal Portions of Its Reply in Support of 17 Motion for Preliminary Injunction. ECF No. 123. 18 2. Intuit’s Administrative Motion to Consider Whether Another Party’s Material Should 19 Be Sealed. ECF No. 124. 20 For the reasons described below, the Court rules as follows: the administrative motion at 21 ECF No. 123 is GRANTED and the administrative motion at ECF No. 124 is GRANTED IN 22 PART AND DENIED IN PART. 23 I. LEGAL STANDARD 24 “Historically, courts have recognized a ‘general right to inspect and copy public records 25 and documents, including judicial records and documents.’” Kamakana v. City & Cty. of 26 Honolulu, 447 F.3d 1172, 1178 (9th Cir. 2006) (quoting Nixon v. Warner Commc’ns, Inc., 435 27 U.S. 589, 597 & n.7 (1978)). Accordingly, when considering a sealing request, “a ‘strong 1 Ins. Co., 331 F.3d 1122, 1135 (9th Cir. 2003)). Parties seeking to seal judicial records relating to 2 motions that are “more than tangentially related to the underlying cause of action” bear the burden 3 of overcoming the presumption with “compelling reasons” that outweigh the general history of 4 access and the public policies favoring disclosure. Ctr. for Auto Safety v. Chrysler Grp., 809 F.3d 5 1092, 1100–01 (9th Cir. 2016); Kamakana, 447 F.3d at 1178–79. 6 Records attached to motions that are “not related, or only tangentially related, to the merits 7 of a case,” however, are not subject to the strong presumption of access. Ctr. for Auto Safety, 809 8 F.3d at 1099; see also Kamakana, 447 F.3d at 1179 (“[T]he public has less of a need for access to 9 court records attached only to non-dispositive motions because those documents are often 10 unrelated, or only tangentially related, to the underlying cause of action.” (internal quotations 11 omitted)). Parties moving to seal the documents attached to such motions must meet the lower 12 “good cause” standard of Rule 26(c). Kamakana, 447 F.3d at 1180. This standard requires a 13 “particularized showing,” id., that “specific prejudice or harm will result” if the information is 14 disclosed. Phillips ex rel. Estates of Byrd v. Gen. Motors Corp., 307 F.3d 1206, 1210–11 (9th Cir. 15 2002); see Fed. R. Civ. P. 26(c). “Broad allegations of harm, unsubstantiated by specific 16 examples of articulated reasoning” will not suffice. Beckman Indus., Inc. v. Int’l Ins. Co., 966 17 F.2d 470, 476 (9th Cir. 1992). 18 In addition, in this district, all parties requesting sealing must comply with Civil Local 19 Rule 79-5. That rule requires, inter alia, the moving party to provide “the reasons for keeping a 20 document under seal, including an explanation of: (i) the legitimate private or public interests that 21 warrant sealing; (ii) the injury that will result if sealing is denied; and (iii) why a less restrictive 22 alternative to sealing is not sufficient.” Civ. L.R. 79-5(c)(1). Further, Civil Local Rule 79-5 23 requires the moving party to provide “evidentiary support from declarations where necessary.” 24 Civ. L.R. 79-5(c)(2). And the proposed order must be “narrowly tailored to seal only the sealable 25 material.” Civ. L.R. 79-5(c)(3). 26 Further, when a party seeks to seal a document because it has been designated as 27 confidential by another party, the filing party must file an Administrative Motion to Consider 1 party need not satisfy the requirements of subsection (c)(1). Civ. L.R. 79-5(f)(1). Instead, the 2 party who designated the material as confidential must, within seven days of the motion’s filing, 3 file a statement and/or declaration that meets the requirements of subsection (c)(1). Civ. L.R. 79- 4 5(f)(3). A designating party’s failure to file a statement or declaration may result in the unsealing 5 of the provisionally sealed document without further notice to the designating party. Id. Any 6 party can file a response to that declaration within four days. Civ. L.R. 79-5(f)(4). 7 II. DISCUSSION 8 A. ECF No. 123 9 Intuit filed the Administrative Motion to File Under Seal Portions of Its Reply in Support 10 of Motion for Preliminary Injunction on September 5, 2024, ECF No. 123, seeking to seal portions 11 of its Reply brief and supporting documents, id. at 2. Intuit writes that the materials should be 12 sealed because they contain “sensitive information related to Intuit’s provision of an expert final 13 review for free to TurboTax Live Assisted customers,” id., and “sensitive confidential business 14 data and metrics,” id. at 3. Intuit argues that its competitors could use the information to harm 15 Intuit’s competitive standing, such as by permitting them to develop similar expert assistance 16 services or to “modify their business strategies based on Intuit’s proprietary data.” Id. at 3–4. 17 Finally, Intuit states that it has limited its request for sealing to materials it believes pose a direct 18 threat to Intuit’s competitive standing. Id. at 4. Defendants HRB Tax Group, Inc. and HRB 19 Digital LLC (collectively, “Block”) did not oppose Intuit’s administrative motion. 20 The Court finds that compelling reasons exist to seal the portions of the documents for 21 which Intuit seeks to maintain sealing. “Sources of business information that might harm a 22 litigant’s competitive strategy may also give rise to a compelling reason to seal, as may pricing, 23 profit, and customer usage information kept confidential by a company that could be used to the 24 company’s competitive disadvantage.” Lawson v. Grubhub, Inc., No. 15-CV-05128, 2017 WL 25 2951608, at *9 (N.D. Cal. July 10, 2017) (internal alterations and citations omitted). Such 26 competitive information includes confidential training materials, marketing information, and 27 business data. See Baack v. Asurion, LLC, No. 220-CV-00336, 2021 WL 3115183, at *1–4 (D. 1 (N.D. Cal. Feb. 24, 2020); Johnstech Int’l Corp. v. JF Microtechnology SDN BHD, No. 14-CV- 2 02864, 2016 WL 4091388, at *2 (N.D. Cal. Aug. 2, 2016). The Court also finds that the request is 3 narrowly tailored. See Civ. L.R. 79-5(c)(3). 4 The Court’s ruling is summarized below: 5 ECF No. Document Portion(s) to Seal Ruling 6 122 Intuit’s Reply in Highlighted portions Granted, as containing sensitive 7 Support of Intuit’s at 4:8; 4:23–24; 4:27; material related to tax expert Motion for 6:5; and 6:20–21. training, the tools used to provide 8 Preliminary expert final reviews, and Injunction confidential business 9 data and metrics. See ECF No. 10 123-1 ¶¶ 5–7.
11 122-1 Joseph Lillie Highlighted portions Granted, as containing sensitive Declaration at 4:6–9; 4:19–20; 4:25–26; tax expert training materials, the 12 in Support of 5:9–13; 5:16–17; 5:19–20; tools used to provide expert final Intuit’s Reply and 5:22–23. reviews, confidential business 13 data and metrics regarding 14 customer satisfaction with expert final reviews, and the number of 15 consumers who completed such reviews. See ECF No. 123-1 16 ¶ 5.
17 122-4 Exhibit 60 – Highlighted portions Granted, as containing Intuit’s 18 Elizabeth Berger at 160:13–17; 162:2–9; pricing and test-pricing Deposition 162:11–20; 162:22; practices and strategies. See ECF 19 Transcript Excerpts 162:24– 163:7; 163:12; No. 123-1 ¶ 6. 163:14–17; 163:19–21; 20 163:23–25; 164:2–5; and 171:25. 21 122-5 Exhibit 61 – Joseph Highlighted portions Granted, as containing sensitive 22 Lillie Deposition at 43:1–6; 43:14–19; tax expert training materials, the Transcript Excerpts 44:5–45:16; 46:4–21; tools used to provide expert final 23 50:9–13; 57:18–58:1; reviews, confidential business data 58:3–5; 58:7–15; and metrics regarding customer 24 58:20–23; 58:25–59:3; satisfaction with expert final 25 59:5–8; 59:10–11; 59:13– reviews, and data concerning 60:2; 67:3–13; 67:15–22; consumers who completed such 26 67:24–68:12; 68:23–70:1; final reviews. See ECF No. 123-1 70:3–22; 109:1–2; 109:4–5; ¶ 7. 27 109:7–8; 109:10–11; 110:4–5; 111:2–112:5; 129:5; 129:9; 129:11–12; 1 129:13; 129:16; 129:18; 129:21–22; 129:23–24; 2 130:2–3; 130:7; 130:11; 130:24; 131:4; 131:7; 3 131:17; 131:23; 131:25; 4 135:7–18; and 136:11–25.
5 B. ECF No. 124 6 Intuit filed the Administrative Motion to Consider Whether Another Party’s Material 7 Should Be Sealed on September 5, 2024. ECF No. 124. Block filed a statement setting forth the 8 portions of Intuit’s Reply and supporting exhibits that it believed should remain under seal. ECF 9 No. 131. Block writes that the information should be sealed because it “contain[s] sensitive 10 business information and other highly confidential material, which, if disclosed, could harm 11 Block’s competitive strategy in the online tax preparation market.” Id. at 4. Block argues that 12 “competitors could use Block’s proprietary and confidential information to inform their own 13 business decisions and marketing strategies to gain an advantage over Block,” and that such 14 competitors could also gain “insights into Block’s internal workings” that might permit them to 15 “undercut Block in an already incredibly competitive market.” Id. at 4–5. Block notes that it is 16 “requesting the most narrowly tailored relief available,” including by declining to seek to maintain 17 under seal some of the materials conditionally filed under seal by Intuit. Id. at 5. 18 The Court finds that compelling reasons exist to seal the identified documents. “Sources 19 of business information that might harm a litigant’s competitive strategy may also give rise to a 20 compelling reason to seal, as may pricing, profit, and customer usage information kept 21 confidential by a company that could be used to the company’s competitive disadvantage.” 22 Lawson v. Grubhub, Inc., No. 15-CV-05128, 2017 WL 2951608, at *9 (N.D. Cal. July 10, 2017) 23 (internal alterations and citations omitted); Ehret v. Uber Techs., Inc., No. 14-CV-00113, 2015 24 WL 12977024, at *3 (N.D. Cal. Dec. 2, 2015) (finding compelling reasons to seal documents 25 containing confidential discussions about “proprietary business strategy, including pricing and 26 marketing decisions”); see Johnstech Int’l Corp. v. JF Microtechnology SDN BHD, No. 14-CV- 27 02864, 2016 WL 4091388, at *2 (N.D. Cal. Aug. 2, 2016). The Court also finds that the request is 1 The Court’s ruling is summarized below: 2 ECF No. Document Portion(s) to Seal Ruling 3 122 Intuit’s Reply in Highlighted Portions at Denied as to the highlighted Support of Intuit’s 1:2–3, 3:20–21, 7:22–23, portions at 1:22, 1:23–24, 1:26, 4 Motion for 8:14, 8:22–23, and 9:12– 3:2, 5:5–10, 5:13, 5:14–15, 5 Preliminary 13. 5:18–19, and 5:27–28, as Block Injunction does not seek to keep those 6 portions under seal. See ECF No. 131-1 ¶ 8. 7 Otherwise granted as to the 8 highlighted portions indicated in 9 this chart, as containing Block’s business strategies, marketing 10 strategies, and pricing decisions. See ECF No. 131-1 11 ¶ 3.
12 122-6 Exhibit 62 – Watts Highlighted portion Granted, as containing s 13 Deposition at 192:23. testimony regarding Transcript Excerpts Block’s business strategy and 14 decisions and marketing strategies. See ECF No. 131-1 15 ¶ 4. 16 17 122-8 Exhibit 64 – In its entirety. Denied, as Block does not seek to Deplante maintain this material under seal. 18 Deposition See ECF No. 131-1 ¶ 8. Transcript Excerpts 19 122-10 Exhibit 66 – In its entirety. Granted, as containing sensitive 20 HRB0001528 material related to Block’s strategies with regard 21 to the competitive pricing of its 22 products. See ECF No. 131-1 ¶ 5.
23 24 III. ORDER 25 For the foregoing reasons, IT IS HEREBY ORDERED that: 26 1. ECF No. 123 is GRANTED. 27 2. ECF No. 124 is GRANTED IN PART AND DENIED IN PART. 1 SHALL be filed no later than October 10, 2024. The parties SHALL refile public versions of 2 || each filing where the redactions and sealing granted by the Court are narrower than what was 3 redacted in the current public versions by October 10, 2024, unless they are filing a renewed 4 sealing motion for any document in that filing. 5 6 IT IS SO ORDERED. 7 8 Dated: September 25, 2024 ° BETH LABSON FREEMAN 10 United States District Judge 11 12
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