WalkMe Ltd., an Israeli company v. Whatfix, Inc., a Delaware corporation

Opinion

1 2 3 4 UNITED STATES DISTRICT COURT 5 NORTHERN DISTRICT OF CALIFORNIA 6 7 WALKME LTD., AN ISRAELI Case No. 23-cv-03991-JSW COMPANY, et al., 8 Plaintiffs, ORDER ON MOTION TO SEAL 9 SECOND AMENDED COMPLAINT v. AND ITS EXHIBITS 10 WHATFIX, INC., A DELAWARE Re: Dkt. No. 107 11 CORPORATION, et al.,

Defendants. 12 13 This matter comes before the Court upon consideration of Plaintiffs motion to seal portions 14 of their Second Amended Complaint and its exhibits. Defendants opposed the motion, in part, and 15 argued the attorney declaration submitted to support the motion was not sufficient to satisfy 16 Plaintiffs’ burden to show the documents were sealable. Because Defendants argued that some of 17 the information Plaintiffs moved to seal had been disclosed publicly, the Court ordered Plaintiffs 18 to file a reply. Plaintiffs filed their reply and withdrew some of their previous requests. Plaintiffs 19 also submitted employee declarations to support their motion. 20 “Unless a particular court record is one traditionally kept secret, a strong presumption in 21 favor of access is the starting point” of the Court’s analysis on a motion to seal. Kamakana v. City 22 and Council of Honolulu, 447 F.3d 1172, 1178 (9th Cir. 2006) (cleaned up). Under this Court’s 23 local rules, the request must be narrowly tailored to seek sealing only of “sealable material[.]” 24 N.D. Civ. L.R. 79-5(b). Plaintiffs no longer move to seal Exhibits A and B in their entirely and 25 only move to seal portions of the SAC. Although the Court does not grant Plaintiffs’ motion in 26 full, it does conclude the request is narrowly tailored. 27 In evaluating a motion to seal, two standards apply: “good cause” for non-dispositive 1 Foltz v. State Farm Mutual Auto Ins. Co., 331 F.3d 1135, 1135 (9th Cir. 2003)). The Court 2 applies the “compelling reasons” standard to the motion. See, e.g., Pardi v. Tricida, Inc., No. 21- 3 cv-00076-HSG, 2023 WL 6165694, at *2 (N.D. Cal. Sept. 21, 2023) (applying compelling reasons 4 to motion to seal portions of amended complaint and citing cases for same proposition). 5 Plaintiffs move to seal customer names that the Court previously determined can be sealed. 6 Accordingly, the Court GRANTS the motion to seal those names, including information in SAC ¶ 7 80 through 84 and related references to that information in Exhibit B. 8 Plaintiffs also move to seal what they argue are descriptions of the trade secrets Defendants 9 allegedly misappropriated and confidential non-public financial information. The release of trade 10 secrets may qualify as a compelling reason to seal court records. Kamakana, 447 F.3d at 1179; 11 accord Apple v. Pystar, Inc., 658 F.3d 1150, 1162 (9th Cir. 2011) (“the publication of materials 12 that could result in infringement upon trade secrets has long been considered a factor that would 13 overcome this strong presumption.”). Plaintiffs acknowledge that they have “disclosed publicly 14 general information about the fact that its software has certain tools,” but attest they have not 15 publicly disclosed “the particular configurations” and other details that are the subject of the 16 motion. (Declaration of Nir Nahum, ¶ 3; see also Declaration of Elizabeth Hoffman, ¶ 3.) 17 The Court makes no determination that the material Plaintiffs allege are trade secrets are, 18 in fact, trade secrets. However, the Court concludes Plaintiffs have met their burden to show there 19 are compelling reasons to seal the material identified in the table below. 20 21 Paragraph or page and line Ruling 22 SAC ¶ 57(a)(iv) Granted 23 SAC ¶ 58 Denied without prejudice. It is not clear to the 24 Court that the information subject to motion 25 references a “particular new customer use case 26 for WalkMe’s services.” (Hoffman Decl. ¶ 3.) 27 SAC ¶ 68 and related redactions in Exhibit B Granted. 2 as set forth in Hoffman Declaration 3 SAC § 73 and related redactions in Exhibit B | Granted in part. Denied without prejudice as 4 to line 22 and the first word of line 23, which 5 were not previously redacted.

7 as set forth in Hoffman Declaration.

9 as set forth in Hoffman Declaration. 10 11 Where the Court has denied a request without prejudice, the material shall remain redacted 3 12 || pending a further declaration from Plaintiffs showing the material should be sealed or a notice g 13 from Plaintiff withdrawing the redactions. Plaintiffs shall file that declaration or notice by no later 14 || than May 10, 2024. 15 IT IS SO ORDERED. 7) 16 || Dated: May 3, 2024 □ / / nh Z 18 United Sats Diy t Judge 19 20 21 22 23 24 25 26 27 28