Opinion
Case No. 17-cv-01892-HSG
08-23-2018
CHARLES BAIRD, et al., Plaintiffs, v. BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A., et al., Defendants.
ORDER ON ADMINISTRATIVE MOTIONS TO SEAL
Re: Dkt. Nos. 86, 90, 94, 133, 144, 148
Pending before the Court are the parties administrative motions to seal various documents pursuant to Civil Local Rule 79-5. Dkt. Nos. 86, 90, 94, 133, 144, and 148.
I. LEGAL STANDARD
Courts generally apply a "compelling reasons" standard when considering motions to seal documents. Pintos v. Pac. Creditors Ass'n, 605 F.3d 665, 678 (9th Cir. 2010) (quoting Kamakana v. City & Cnty. of Honolulu, 447 F.3d 1172, 1178 (9th Cir. 2006)). "This standard derives from the common law right 'to inspect and copy public records and documents, including judicial records and documents.'" Id. (quoting Kamakana, 447 F.3d at 1178). "[A] strong presumption in favor of access is the starting point." Kamakana, 447 F.3d at 1178 (quotation omitted). To overcome this strong presumption, the party seeking to seal a judicial record attached to a dispositive motion must "articulate compelling reasons supported by specific factual findings that outweigh the general history of access and the public policies favoring disclosure, such as the public interest in understanding the judicial process" and "significant public events." Id. at 1178-79 (quotation omitted). "In general, 'compelling reasons' sufficient to outweigh the public's interest in disclosure and justify sealing court records exist when such 'court files might have become a vehicle for improper purposes,' such as the use of records to gratify private spite, promote public scandal, circulate libelous statements, or release trade secrets." Id. at 1179 (quoting Nixon v. Warner Commc'ns, Inc., 435 U.S. 589, 598 (1978)). "The mere fact that the production of records may lead to a litigant's embarrassment, incrimination, or exposure to further litigation will not, without more, compel the court to seal its records." Id.
The Court must "balance[] the competing interests of the public and the party who seeks to keep certain judicial records secret. After considering these interests, if the court decides to seal certain judicial records, it must base its decision on a compelling reason and articulate the factual basis for its ruling, without relying on hypothesis or conjecture." Id. Civil Local Rule 79-5 supplements the compelling reasons standard set forth in Kamakana: the party seeking to file a document or portions of it under seal must "establish[] that the document, or portions thereof, are privileged, protectable as a trade secret or otherwise entitled to protection under the law . . . The request must be narrowly tailored to seek sealing only of sealable material." Civil L.R. 79-5(b).
Records attached to nondispositive motions, however, are not subject to the strong presumption of access. See Kamakana, 447 F.3d at 1179. Because such records "are often unrelated, or only tangentially related, to the underlying cause of action," parties moving to seal must meet the lower "good cause" standard of Rule 26(c) of the Federal Rules of Civil Procedure. Id. at 1179-80 (quotation omitted). This requires only a "particularized showing" that "specific prejudice or harm will result" if the information is disclosed. Phillips ex rel. Estates of Byrd v. Gen. Motors Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002); see also Fed. R. Civ. P. 26(c). "Broad allegations of harm, unsubstantiated by specific examples of articulated reasoning" will not suffice. Beckman Indus., Inc. v. Int'l Ins. Co., 966 F.2d 470, 476 (9th Cir. 1992) (quotation omitted).
II. DISCUSSION
The various documents and portions of documents the parties seek to seal are more than tangentially related to the underlying cause of action, and the Court therefore applies the "compelling reasons" standard. The parties have provided a compelling interest in sealing portions of the various documents listed below because they contain confidential business and financial information relating to the operations of BlackRock. See Apple Inc. v. Samsung Elecs. Co., Ltd., No. 11-CV-01846-LHK, 2012 WL 6115623 (N.D. Cal. Dec. 10, 2012); see also Agency Solutions.Com, LLC v. TriZetto Group, Inc., 819 F. Supp. 2d 1001, 1017 (E.D. Cal. 2011); Linex Techs., Inc. v. Hewlett-Packard Co., No. C 13-159 CW, 2014 WL 6901744 (N.D. Cal. Dec. 8, 2014) (holding sensitive financial information falls within the class of documents that may be filed under seal). The parties have identified portions of the unredacted versions of motions and exhibits as containing confidential business information; the Court finds sufficiently compelling reasons to grant the motions to file the below-indicated portions under seal.
For other documents listed below, the parties have failed to narrowly tailor the redactions to BlackRock confidential business information.
A number of Plaintiffs' proposed redactions indicate that they are contingent upon BlackRock filing a declaration in support of those portions sought to be redacted. As evidenced in the chart, the Court DENIES the sealing of documents relating to BlackRock CBI for which neither party has provided support. --------
The parties request the following portions of the various documents be sealed:
| Docket NumberPublic/(Sealed) | Document | Portion(s) Sought to be Sealed | Ruling (basis) |
|---|---|---|---|
| 86-3/(86-5, 86-6) | Motion for Relief andDeclaration | Portions of motion, pages 6, 10;portions of attached declaration,pages 3-4. | GRANTED |
| No Public VersionFiled/(86-7) | Attachment A,Plaintiffs' second setof RFPs, third set ofinterrogatories, andfirst set of RFAs | Portions of RFPs, pages 1-8,11, 15-16; all of RFAs pages 4-36 | DENIED (nosupportingdeclaration) |
| 86-4/(86-8) | Attachment B, August31 Meeting Minutes | Entire document | DENIED(redactions notnarrowlytailored) |
| No Public VersionFiled/(86-9) | Attachment C,September 19Meeting Minutes | Entire document | DENIED(redactions notnarrowlytailored) |
| Entire documentsealed /(86-10) | Attachment D,Contributionperformanceevaluation report | Entire document | GRANTED |
| Entire documentsealed/(86-11) | Attachment E,Contribution | Entire document | GRANTED |
| performanceevaluation report | |||
| Entire documentsealed /(90-3) | Ex. B, Investmentperformance report | Entire document | GRANTED |
|---|---|---|---|
| Entire documentsealed /(90-4) | Ex. C, Investmentperformance report | Entire document | GRANTED |
| Entire documentsealed /(90-5) | Ex. D, Investmentperformance report | Entire document | GRANTED |
| Entire documentsealed /(90-6) | Ex. E, Investmentperformance report | Entire document | GRANTED |
| Entire documentsealed /(90-7) | Ex. F, Investmentperformance report | Entire document | GRANTED |
| Entire documentsealed /(90-8) | Ex. G, Investmentperformance report | Entire document | GRANTED |
| Entire documentsealed /(90-9) | Ex. H, Investmentperformance report | Entire document | GRANTED |
| Entire documentsealed /(90-10) | Ex. I, Investmentperformance report | Entire document | GRANTED |
| Entire documentsealed /(90-11) | Ex. J, Investmentperformance report | Entire document | GRANTED |
| Entire documentsealed /(90-12) | Ex. K, Investmentperformance report | Entire document | GRANTED |
| Entire documentsealed /(90-13) | Ex. L, Investmentperformance report | Entire document | GRANTED |
| Entire documentsealed /(90-14) | Ex. M, Investmentperformance report | Entire document | GRANTED |
| Entire documentsealed /(90-15) | Ex. N, Investmentperformance report | Entire document | GRANTED |
| Entire documentsealed /(90-16) | Ex. O, Investmentperformance report | Entire document | GRANTED |
| Entire documentsealed /(90-17) | Ex. P, Investmentperformance report | Entire document | GRANTED |
| Entire documentsealed /(90-18) | Ex. Q, Investmentperformance report | Entire document | GRANTED |
| Entire documentsealed /(90-19) | Ex. R, Investmentperformance report | Entire document | GRANTED |
| Entire documentsealed /(90-20) | Ex. S, Investmentperformance report | Entire document | GRANTED |
| No Public VersionFiled/(94-8) | Plaintiffs' Reply inSupport of Mot. forRelief | Portions of pages 5-6, 14 | GRANTED |
| No Public VersionFiled/(94-9) | Supplemental Decl. ofMary Bortscheller | Portions of paragraphs 5-6 | DENIED (nocompellingreason/goodcause) |
| No Public VersionFiled/(94-10) | Ex. A, Defendant'sobjections/responsesto plaintiffs' second | Portions of pages 5, 10-17, 19-23 | DENIED (noobjection topublic filing) |
| set of RFPs | |||
| No Public VersionFiled/(94-11) | Ex. B, Schedule ofinvestments | Entire document | DENIED (noobjection topublic filing) |
|---|---|---|---|
| No Public VersionFiled/(94-12) | Ex. C, CashEquivalent Fund II | Entire document | DENIED (noobjection topublic filing) |
| 133-3/(133-12) | Plaintiffs' Motion forLeave to File SecondAmended Complaint | Portions of pages 4, 6-7, 10-12 | GRANTED |
| 133-4/(133-13) | Declaration in supportof motion for leave tofile second amendedcomplaint | Paragraphs 12, 22-25, 27 | GRANTED |
| 133-5/(133-14) | Ex. A, Secondamended complaint | Portions of pages 12, 13, 18, 19,22, 23, 25-27, 29, 30, 32-35,41, 50, 53, 54, 60, 67, 68-80,82-87, 89-98, 107, 113, 118,122, 128, 129 | GRANTED |
| No Public VersionFiled/(133-15) | Ex. B, Excerpt fromNedl depo. | Entire document | DENIED (noobjection topublic filing) |
| No Public VersionFiled/(133-16) | Ex. C, Excerpt fromNedl depo. | Entire document | DENIED (noobjection topublic filing) |
| No Public VersionFiled/(133-17) | Ex. D, Excerpt fromNedl depo. | Entire document | DENIED (noobjection topublic filing) |
| No Public VersionFiled/(133-18) | Ex. E, Excerpts fromCastille depo. | Entire document | DENIED (noobjection topublic filing) |
| Entire documentsealed/(133-19) | Ex. F, Statement ofWork | Entire document | GRANTED |
| Entire documentsealed/(133-20) | Ex. G, Statement ofWork | Entire document | GRANTED |
| 144-4/(144-6) | Defendants'Opposition toPlaintiffs' Motion forLeave to File aSecond AmendedComplaint | Portions of pages i, 5-9, 11-12,18, 19, 21 | GRANTED |
| Entire documentsealed /(144-7) | Ex. A, Meetingminutes | Entire document | GRANTED |
| Entire documentsealed /(144-7) | Ex. B, Slide deck | Entire document | GRANTED |
| 144-5/(144-7) | Ex. C, Excerpts fromFeliciani depo. | Page 155 | GRANTED |
| Entire document | Ex. D, Email | Entire document | GRANTED |
| sealed/(144-7) | |||
|---|---|---|---|
| Entire documentsealed/(144-7) | Ex. E, Email | Entire document | GRANTED |
| Entire documentsealed/(144-7) | Ex. F, BlackRockSavings Plain,Articles I, XI | Entire document | GRANTED |
| Entire documentsealed/(144-7) | Ex. G, Excerpts fromplan sections | Entire document | GRANTED |
| Entire documentsealed/(144-8) | Ex. J, Excerpts fromplan sections | Entire document | GRANTED |
| Entire documentsealed/(144-9) | Ex. K, Excerpts fromplan sections | Entire document | GRANTED |
| 148-3/(148-14) | Plaintiffs' Reply inSupport of Motion forLeave to File SAC | Portions of pages 1, 3-8, 12-15 | GRANTED |
| 148-4/(148-15) | Yau Decl. | Portions of pages 2-7 | GRANTED |
| 148-5/(148-16) | Ex. 1, Email | Portions of page 2 | DENIED (noobjection topublic filing) |
| Entire documentsealed/(148-17) | Ex. 2, Excerpt fromNedl Depo. | Entire document | GRANTED |
| 148-7/(148-17) | Ex. 3, Plaintiffs'Second Set ofInterrogatories | Portions of pages 4-5 | GRANTED |
| 148-8/(148-18) | Ex. 4, Defendants'objections/responsesto Plaintiffs' secondset of interrogatories | Portions of pages 3-4 | GRANTED |
| No Public VersionFiled/(148-20) | Ex. 5, InvestmentPolicy Statement | Entire document | DENIED (notnarrowlytailored) |
| Entire documentsealed /(148-21) | Ex. 6, BlackRockRetirement SavingsPlan | Entire document | GRANTED |
| No Public VersionFiled/(148-22) | Ex. 7, ManagingERISA Assets | Entire document | DENIED (noobjection topublic filing) |
| Entire documentsealed/(148-23) | Ex. 8, RetirementCommittee Charter | Entire document | GRANTED |
| No Public VersionFiled/(148-24) | Ex. 9, InvestmentFund for EmployeeBenefit Trusts | Entire document | DENIED (noobjection topublic filing) |
III. CONCLUSION
For the foregoing reasons, the Court GRANTS IN PART and DENIES IN PART Dkt. Nos. 86, 94, 133, and 148 and GRANTS Dkt. Nos. 90 and 144. The Court DIRECTS the parties to file public versions of all documents for which the proposed sealing has been denied and/or for which no public version has been filed, as indicated in the chart above. Pursuant to Civil Local Rule 79-5(f)(1), documents filed under seal as to which the administrative motions are granted will remain under seal. The public will have access only to the redacted versions accompanying the administrative motions.
IT IS SO ORDERED. Dated: 8/23/2018
/s/_________
HAYWOOD S. GILLIAM, JR.
United States District Judge