PRECISELY SOFTWARE INCORPORATED v. LOQATE INC.

• Court: District Court, N.D. California
• Decided: June 2, 2022
• Docket: 5:22-cv-00552
• Status: Unknown

Opinion

1 2 3 UNITED STATES DISTRICT COURT 4 NORTHERN DISTRICT OF CALIFORNIA 5 SAN JOSE DIVISION 6 7 PRECISELY SOFTWARE Case No. 22-cv-00552-BLF INCORPORATED, 8 Plaintiff, ORDER DENYING PLAINTIFF 9 PRECISELY SOFTWARE v. INCORPORATED’S MOTION TO 10 CONSIDER WHETHER ANOTHER LOQATE INC., PARTY’S MATERIAL SHOULD BE 11 SEALED WITHOUT PREJUDICE TO Defendant. DEFENDANT LOQATE INC. FILING 12 NEW STATEMENT OR DECLARATION IN SUPPORT 13 [Re: ECF No. 30] 14 15 Before the Court is Plaintiff Precisely Software Incorporated’s (“Precisely”) Administrative 16 Motion to Consider Whether Another Party’s Material Should Be Sealed. See Motion, ECF No. 30. 17 Precisely seeks to file (1) an agreement between Precisely and Defendant Loqate Inc. (“Loqate”) 18 and (2) an addendum to that agreement as exhibits to Precisely’s First Amended Complaint 19 (collectively, the “Agreement”). The Agreement contains a confidentiality provision. Loqate has 20 filed a statement and declaration in support of the confidentiality of the Agreement, arguing that it 21 reflects Loqate’s proprietary information, including “business practices, pricing and financial 22 considerations, software licensing strategies, and other commercially sensitive information.” See 23 Loqate Statement, ECF No. 35 at 2. Precisely did not file a response to Loqate’s statement, and it 24 does not otherwise oppose sealing the documents at issue. 25 Based on the below reasoning, the Court hereby DENIES Precisely’s administrative motion 26 WITHOUT PREJUDICE to Loqate filing a new statement or declaration in support of sealing 27 narrowly tailored portions of the Agreement. I. LEGAL STANDARD 1 “Historically, courts have recognized a ‘general right to inspect and copy public records and 2 documents, including judicial records and documents.’” Kamakana v. City and Cnty. of Honolulu, 3 447 F.3d 1172, 1178 (9th Cir. 2006) (quoting Nixon v. Warner Commc’ns, Inc., 435 U.S. 589, 4 597 & n.7 (1978)). Consequently, access to motions and their attachments that are “more than 5 tangentially related to the merits of a case” may be sealed only upon a showing of “compelling 6 reasons” for sealing. Ctr. for Auto Safety v. Chrysler Grp., LLC, 809 F.3d 1092, 1101–102 (9th Cir. 7 2016). Filings that are only tangentially related to the merits may be sealed upon a lesser showing 8 of “good cause.” Id. at 1097. 9 In addition, in this district, all parties requesting sealing must comply with Civil Local 10 Rule 79-5. That rule requires, inter alia, the moving party to provide “the reasons for keeping a 11 document under seal, including an explanation of: (i) the legitimate private or public interests that 12 warrant sealing; (ii) the injury that will result if sealing is denied; and (iii) why a less restrictive 13 alternative to sealing is not sufficient.” Civ. L.R. 79-5(c)(1)(i). Further, Civil Local Rule 79-5 14 requires the moving party to provide “evidentiary support from declarations where necessary.” 15 Civ. L.R. 79-5(c)(1)(ii). 16 Furthermore, when a party (the “Moving Party”) seeks to seal a document that has been 17 designated as confidential by another party or non-party (the “Designating Party”), the Moving Party 18 must file a Motion to Consider Whether Another Party’s Material Should Be Sealed under Local 19 Rule 79-5(f). The Moving Party must file a motion “identify[ing] each document or portions thereof 20 for which sealing is sought.” Civ. L.R. 79-5(f)(1). “Within 7 days of the motion’s filing, the 21 Designating Party must file a statement and/or declaration as described in [Civil Local 22 Rule 79-5(c)(1)].” Civ. L.R. 79-5(f)(3). “If any party wishes to file a response, it must do so no 23 later than 4 days after the Designating Party files its statement and/or declaration.” 24 Civ. L.R. 79-5(f)(4). 25 II. DISCUSSION 26 Precisely’s sealing motion pertains to the Agreement, which Precisely filed as exhibits to its 27 First Amended Complaint. See First Amended Complaint, ECF No. 31, Exs. A–B. The Agreement 1 serves as the basis for Precisely’s breach of contract claim. See FAC, ECF No. 31 ¶¶ 27–31. 2 Accordingly, the Court finds that the documents at issue in Precisely’s sealing motion are “more 3 than tangentially related to the merits” of the above-captioned case and may be sealed only upon a 4 showing of “compelling reasons” for sealing. See Ctr. for Auto Safety, 809 F.3d at 1101–102. 5 Loqate provides a declaration from Lara Clark, General Counsel & Chief Regulation Officer 6 of GCG PLC, which is Loqate’s parent company. See Clark Decl., ECF No. 35-1 ¶ 1. Ms. Clark 7 states that the Agreement is not a standard document Loqate uses in every transaction in which it 8 licenses its software. See id. ¶ 2. Rather, the Agreement consists of negotiated terms unique to the 9 transaction between the parties. See id. Further, Ms. Clark indicates that the Agreement contains 10 confidential and proprietary business information outlining “Loqate’s business model, practices, 11 and strategies as to the licensing and support of its proprietary software products and services,” 12 including software licensing terms, sublicensing terms, marketing requirements, terms of payment, 13 pricing models, warranty terms, and support and verification practices. See id. ¶ 4. Ms. Clark 14 indicates that Loqate keeps this information secret from the public, including through confidentiality 15 provisions in contracts. See id. ¶ 4. Additionally, Ms. Clark states that public disclosure of the 16 information in the Agreement would harm Loqate’s competitive standing by providing competitors 17 insights into Loqate’s business and pricing practices and strategy. See id. ¶ 5. Loqate argues that 18 courts generally allow sealing of similar information. See ECF No. 35 at 3–5. 19 The Court agrees that some of the information Loqate seeks to have filed under seal is 20 sealable. See In re Electronic Arts, 298 Fed.Appx. 568, 569 (9th Cir. 2008) (finding compelling 21 reasons for sealing “pricing terms, royalty rates, and guaranteed minimum payment terms”); 22 Nicolosi Distributing, Inc. v. Finishmaster, Inc., No. 18–cv–03587–BLF, 2018 WL 10758114, at *2 23 (N.D. Cal. Aug. 28, 2018) (“[C]ompelling reasons exist [to seal three contracts] because they contain 24 proprietary and confidential business information, including potential trade secrets and business 25 practices, such as product rates and purchase requirements.”); Cypress Semiconductor Corp. v. 26 Fujitsu Semiconductor Ltd., No. 20–CV–00193–LHK, 2020 WL 11567020, at *2 (N.D. Cal. 27 Feb. 26, 2020). However, Loqate’s request for the entirety of the Agreement to be sealed is 1 to seek sealing only of sealable material.” See Cypress, 2020 WL 11567020, at *2 (“Requests to 2 seal entire contracts are frequently overbroad . .. where the requested sealing includes boilerplate 3 terms and conditions contained within these documents, as well as the parties’ definition of terms, 4 || none of which can reasonably be said to reveal any confidential information.”); Dominion Assets 5 || LLC v. Masimo Corp., No. 12—cv—02773-BLF, 2014 WL 12606653, at *2 (N.D. Cal. May 9, 2014). 6 || Loqate seeks to seal all 35 pages of the Agreement, even though Ms. Clark’s declaration only 7 supports the confidentiality of a select few sections of the Agreement. See Clark Decl., 8 ECF No. 35-1 44 (citing eight sections out of the 21-part license agreement). Much of the 9 Agreement appears to be boilerplate for which there appears to be no compelling reason for sealing. 10 Based on the above reasoning, the Court DENIES Logate’s request to file the Agreement 11 WITHOUT PREJUDICE to Logate filing a statement or declaration supporting sealing of narrowly 12 || tailored portions of the Agreement. 13 || I. ORDER 14 For the foregoing reasons, IT IS HEREBY ORDERED that: 3 15 1. Precisely’s administrative motion is DENIED WITHOUT PREJUDICE to Logate a 16 filing a new statement or supporting declaration under Civil Local Rule 79-5(c)(1) 3 17 supporting sealing of narrowly tailored portions of the Agreement; 18 2. Precisely is not required to refile its Administrative Motion to Consider Whether 19 Another Party’s Material Should Be Sealed; and 20 3. Loqate SHALL file any additional statement or supporting declaration on or before 21 June 10, 2022. 22 23 || Dated: June 2, 2022 kom Lh han YI tn) 24 BETH LABSON FREEMAN 25 United States District Judge 26 27 28