Opinion
C. A. 21-720-RGA
04-18-2022
ECOLAB INC. and ECOLAB USA INC., Plaintiffs, v. SC JOHNSON PROFESSIONAL GROUP LTD. (F/K/A DEB GROUP LTD.) and DEB IP LIMITED, Defendants.
REDACTED PUBLIC VERSION
REPORT AND RECOMMENDATION
MARY PAT THVNGE, CHIEF U.S. MAGISTRATE JUDGE
Presently before the court is defendants' Motion to Dismiss Count III of plaintiffs' First Amended Complaint (“FAC”) pursuant to Federal Rule of Civil Procedure 12(b)(6) (“Motion”). For the reasons set forth below, the court recommends the Motion be denied.
D.I. 25.
I. BACKGROUND
On May 20, 2021, Ecolab Inc. and Ecolab USA, Inc. (collectively, “Ecolab” or “plaintiffs”) initiated this action against S.C. Johnson Professional Group Ltd. (f/k/a Deb Group Ltd.) and Deb IP Limited (collectively, “Deb” or “defendants”). After defendants moved to dismiss certain claims of the original complaint, plaintiffs filed the FAC on September 15, 2021, and defendants filed the instant Motion on October 22, 2021.
D.I. 2.
D.I. 14.
D.I. 20.
D.I. 25. Briefing is found at D.I. 26 (defendants' opening brief); D.I. 31 (plaintiffs' answering brief); and D.I. 36 (defendants' reply brief). The Motion was referred to this judge on December 6, 2021. D.I. 41.
On or about March 8, 2013, the parties executed a XXXXX License Agreement ("License Agreement") under which Deb granted Ecolab XXXXX license covering certain Deb patents relating to foaming alcohol hand sanitizers ("the Deb Group Patents"). The FAC asserts four claims under the License Agreement, but the Motion concerns only Count III, which alleges Deb breached XXXXX XXXXX .
D.I. 20 ¶¶ 19-20.
D.I. 20-1, Ex. A ("License Agreement") XXXXX
The dispute XXXXX Since March 2020, and continuing through at least July 2021, the parties corresponded regarding this dispute. Ecolab requested that Deb XXXXX. The FAC alleges XXXXX .
D.I. 20 ¶¶ 251, 287.
Id. ¶¶ 270, 273.
Id. ¶¶ 271, 274.
Ecolab argues XXXXX
Id. ¶ ¶ 359-363.
Count Ill-Breach of Contract XXXXX alleges:
357. Ecolab has performed and continues to perform all of its obligations under the License Agreement.
358. XXXXX
359. XXXXX
360. Upon information and belief, XXXXX
361. To investigate this potential wrongdoing further, Ecolab has made inquiries of Deb Group to determine whether XXXXX Deb Group has refused to answer these inquiries substantively.
362. XXXXX is a direct and knowing breach of the License Agreement XXXXX
363. Ecolab has been and continues to be damaged by Deb Group's breach XXXXX in an amount to be determined at trial.
364. Ecolab's damages as a result of Deb's breach XXXXX XXXXX are at least the royalties paid by Ecolab pursuant to the License Agreement, XXXXX
365. XXXXX
366. Additional damages to Ecolab that flow directly from Deb's breach XXXXX
II. PARTIES' POSITIONS
Deb argues Count III fails because XXXXX . They also contend the FAC fails to show how any damages to Ecolab could have resulted from XXXXX.
D.I. 26 at 4-7.
Id. at 7-9.
Ecolab first states Deb does not dispute the FAC pleads the elements of a breach of contract claim. They also argue Deb's brief "reveal[s] only a dispute between the parties as to contract interpretation and damages amounts. Nothing more. These arguments should be raised, if they are to be raised at all, in a Rule 56 summary judgment motion."
D.I. 31 at1.
In specific response to the Motion, Ecolab argues: (1) Deb's contention that Ecolab cannot XXXXX because Ecolab XXXXX plainly is wrong; (2) that Deb would be required to XXXXX does not mean XXXXX . (3) Deb's contention that XXXXX lacks merit; (4) Deb's own failure to assert XXXXX when it would have been reasonable to do so undermines its late-found argument now; and, (5) Deb's own proposed contract interpretation leads to a nonsensical result.
Id. at 11.
Id. at 11-12.
Id. at 12-14.
Id. at 14.
Id. at 15-16.
Finally, Ecolab maintains Count III adequately pleads damages resulting from Deb's breach.
Id. at 16-18.
III. LEGAL STANDARDS
Rule 8 requires a complainant to provide "a short and plain statement of the claim showing that the pleader is entitled to relief. . . ." Rule 12(b)(6) allows the accused party to bring a motion to dismiss the claim for failing to meet this standard. A Rule 12(b)(6) motion may be granted only if, accepting the well-pleaded allegations in the complaint as true and viewing them in the light most favorable to the counter-complainant, a court concludes that those allegations "could not raise a claim of entitlement to relief."
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 558 (2007).
"Though 'detailed factual allegations' are not required, a complaint must do more than simply provide 'labels and conclusions' or 'a formulaic recitation of the elements of a cause of action.'" The court is "not required to credit bald assertions or legal conclusions improperly alleged in the complaint." A complaint may not be dismissed, however, "for imperfect statement of the legal theory supporting the claim asserted."
Davi's v. Abington Mem'l Hosp., 765 F.3d 236, 241 (3d Cir. 2014) (quoting Twombly, 550 U.S. at 555).
In re Rockefeller Ctr. Props., Inc. Sec. Litig., 311 F.3d 198, 216 (3d Cir. 2002).
See Johnson v. City of Shelby, 574 U.S. 10, 11 (2014).
A complainant must plead facts sufficient to show that a claim has "substantive plausibility." That plausibility must be found on the face of the complaint. "A claim has facial plausibility when the [complainant] pleads factual content that allows the court to draw the reasonable inference that the [accused] is liable for the misconduct alleged." Deciding whether a claim is plausible will be a "context-specific task that requires the reviewing court to draw on its judicial experience and common sense."
Id. at 12.
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009).
Id.
Id. at 679.
B. Breach of Contract
To state a claim for breach of contract, a plaintiff must allege "the existence of a contract, the breach of an obligation imposed by that contract, and the resultant damage." "Under Delaware law, the proper interpretation of a contract is a question of law" and "a motion to dismiss is a proper framework for determining the meaning of contract language." "'Delaware adheres to the "objective" theory of contracts, i.e., a contract's construction should be that which would be understood by an objective, reasonable third party.'"
Tani v. FPl/Next Era Energy, 811 F.Supp.2d 1004, 1023 (D. Del. 2011) (internal citations omitted).
Allied Capital Corp. v. GC-Sun Holdings, LP., 910 A.2d 1020, 1030 (Del. Ch. 2006).
Osborn ex rel. Osborn v. Kemp, 991 A.2d 1153, 1159 (Del. 2010) (quoting NBC Universal v. Paxson Commc'ns, No. Civ. A. 650-N, 2005 WL 1038997, at *5 (Del. Ch. Apr. 29, 2005)).
In interpreting contract language, clear and unambiguous terms are interpreted according to their ordinary and usual meaning. Absent some ambiguity, Delaware courts will not distort or twist contract language under the guise of construing it. When the language of a contract is clear and unequivocal, a party will be bound by its plain meaning because creating an ambiguity where none exists could, in effect, create new contract rights, liabilities and duties[.]A contract will be considered ambiguous "[o]nly where the contract's language is susceptible of more than one reasonable interpretation" and "[a]n unreasonable interpretation produces an absurd result or one that no reasonable person would have accepted when entering the contract."
Allied, 910 A.2d at 1030 (footnote omitted).
Id.
Osborn, 991 A.2dat1160.
IV. DISCUSSION
Deb asserts "Count III fails for two independent reasons: (1) it is premised on the breach of an obligation not imposed by the Agreement, and (2) Ecolab fails to plausibly allege any damages from the breach." As to the first, they argue XXXXX . Deb contends an objective reading reveals XXXXX .
D.I. 26 at 4.
Id. at 4-7.
Id. (emphasis in original).
Naturally, Ecolab disagrees with each argument. They also contend Deb's failure to respond to questions regarding XXXXX .
D.I. 31 at 14.
Finally, Ecolab maintains Deb's proposed interpretation leads to a nonsensical result that must be rejected.
D.I. 31 at 15-16.
The court addresses the parties' arguments seriatim.
The court first dispenses with Ecolab's suggestion that Deb's argument demonstrates the dispute as to contract interpretation should only be raised in a Rule 56 summary judgment motion. See Id. at 1. To the contrary, a motion to dismiss is a "proper framework" for the interpretation of contract language. Allied Capital, 910 A.2d at 1030; see also Six Flags, Inc. v. PARC Mgmt, LLC (In re Premier Int'l Holdings, Inc.), 443 B.R. 320, 333 (Bankr. D. Del. 2010) ("The determination of the existence of ambiguity in a contract and the interpretation of a clear and unambiguous contract are both appropriate questions of law for a court to decide when adjudicating a motion to dismiss.").
A. Exclusivity of the Enforcement Right
The parties' primary dispute is whether XXXXX of the License Agreement XXXXX Deb does not dispute that plaintiffs pled the elements of a contract claim. Instead, they argue Count III should be dismissed either because Ecolab incorrectly interprets the contract, or for failure to plausibly allege any damages resulting from the alleged breach.
D.I. 26 at 4.
Ecolab emphasizes Rule 12(b)(6) analysis requires a contract to be interpreted in the light most favorable to the non-movant and dismissal is appropriate "'only if the defendant's interpretation is the only reasonable construction as a matter of law.'"They maintain even if Deb's interpretation is a reasonable construction, "the contract would then at most present two conflicting reasonable interpretations," which would also support denial of the Motion.
D.I. 31 at 8 (quoting VLIW Tech., LLC v. Hewlett-Packard, Co., 840 A.2d 606, 615 (Del. 2003) (emphasis in original)).
Id.
Ecolab argues the interpretation that XXXXX is reasonable. They emphasize language providing: XXXXX . According to plaintiffs, XXXXX XXXXX . Thus, Ecolab insists its position that XXXXX or, at minimum, a reasonable interpretation that warrants denial of the Motion.
Id. at 8-16.
D.I. 20-1, Ex. A XXXXX .
D.I. 31 at 9 (emphasis in original).
Id. at 10.
Deb asserts that XXXXX . Further, XXXXX .
D.I. 36 at 5.
Id.
Under Delaware law "[t]he definite article 'the' is generally used 'as a function word to indicate that a following noun or noun equivalent is definite or has been previously specified by context or by circumstance.'" The Court of Chancery noted "'the' may be used to indicate that a following noun or noun equivalent is 'unique or a particular member of its class.'" In Wilmington Sav. Fund Soc'y, FSB v. Foresight Energy LLC, however, the Court of Chancery found use of the definite article "the" in the contract term "the Beneficial Owner" did not preclude a finding of more than one beneficial owner.
Ion Geophysical Corp. v. Fletcher Int'l, Ltd., No. CIV. A. 5050-VCP, 2010 WL 4378400, at *7 (Del. Ch. Nov. 5, 2010) (emphasis added) (quoting Webster's Ninth New Collegiate Dictionary 1222 (9th ed. 1987)) (applying New York law); see also In re Port of Wilmington Gantry Crane Litig., 238 A.3d 921, 932 (Del. Super. Ct. Aug. 20, 2020) (same).
Ion Geophysical Corp., 2010 WL 4378400, at *7 (applying New York law).
Wilmington Sav. Fund Soc'y, FSB v. Foresight Energy LLC, No. CV 11059-VCL, 2015 WL 7889552, at *8 (Del. Ch. Dec. 4, 2015) (noting "[a] person may be called 'the owner,' even if that person is not necessarily 'the sole owner'") (applying New York law).
The court agrees that Ecolab's interpretation that XXXXX is at least a reasonable interpretation of the License
Agreement. Delaware law, however, is equivocal as to the impact of definite-article "the" in contract interpretation. Dictionaries quoted by the above decisions state that, "generally," use of "the" "may" indicate the following noun is unique. Read in context, though, "the" may not convey such restriction. In view of the contextual nature in which Delaware courts address this issue, therefore, the court does not agree that Ecolab's is the only reasonable interpretation.
See, e.g., Wilmington Sav. Fund Soc'y, 2015 WL 7889552, at *8.
Ecolab's authority for that position, based on non-Delaware precedent, is not persuasive. See, e.g., D.I. 31 at 9 n.2. For example, in Ragen v. Hancor, Inc., the Northern District of Ohio determined the exclusivity of an agency relationship. No. 3:08 CV 1022, 2010 WL 301761, at *3 (N.D. Ohio Jan. 19, 2010). The court noted "[w]hether or not a relationship is intended to be exclusive is dependent on the surrounding context." Id. As an example, the court explained "a person appointed as 'the Ohio State football coach' would rightly be disappointed to learn that another man had been hired to the same position, even in the absence of contractual language explicitly stating that the position is an exclusive one." Id. The issue of exclusivity in Ragen turned on a question of agency law, not use of the definite article "the." Id. In Boeing Co. v. United States, the U.S. Court of Federal Claims did interpret use of the definite article "the" in the contract at issue and determined "[i]f more than one such official were contemplated, the indefinite articles 'an' or 'a' should have been used." 75 Fed. CI. 34, 44 (2007). The court agrees with defendants that Boeing is distinguishable because that contract involved a "singular position that could be held by only one person, unlike the rights of a patent licensee, which can be held by multiple people at once unless shown to be exclusive." D.I. 36 at 5. Finally, in Stephan v. Pennsylvania General Ins. Co., the Supreme Court of Connecticut interpreted an insurance policy and noted "[a]s a definite article, the word 'the' refers to a specific object whereas the indefinite articles 'a' and 'an' refer to unlimited objects." 224 Conn. 758, 764 (1993). Stephan is likewise distinguishable from the instant matter. The specific insurance contract at issue provided reduced damages for "the bodily" injury. Id. The court determined that language "undoubtedly refers to the claimant's bodily injury, and not to any other bodily injuries." Id. The court is not persuaded the same reasoning applies to the License Agreement at issue here.
The court determines Deb's interpretation of XXXXX is also at least reasonable. The definite article "the" is used in other sections of the License Agreement XXXXX For example, XXXXX . Reference to XXXXX notwithstanding use of the definite article "the" in this section.
D.I. 20-1, Ex. A XXXXX .
Id. Defendants also note "Ecolab has asserted claims that XXXXX D.I. 36at4n.1.
Within the context of the License Agreement, the court finds Deb's position that XXXXX is also a reasonable interpretation of the contractual language.
"In deciding a motion to dismiss, the trial court cannot choose between two differing reasonable interpretations of ambiguous provisions. Dismissal, pursuant to Rule 12(b)(6), is proper only if the defendants' interpretation is the only reasonable construction as a matter of law." Faced with two reasonable interpretations XXXXX the court recommends the Motion be denied.
VLIW Tech., 840 A.2d at 615 (emphasis in original).
For the sake of completeness, however, the court addresses the parties' additional arguments regarding XXXXX
1. Objective View of the Contract
Deb argues under an objective reading of the contract, the title of the License Agreement, and the title of the specific grant demonstrates the reasonableness of their interpretation of XXXXX
a. Title of the License Agreement
Deb asserts "any objective view of the Agreement's plain language commands a conclusion that XXXXX
D.I. 26 at 5 (emphasis in original).
Ecolab argues XXXXX . Further, they maintain XXXXX
D.I. 31 at 12.
is rendered duplicative and superfluous." According to Ecolab, "[i]t is well-settled that in interpreting contracts, courts provide meaning to each term." Ecolab notes the XXXXX XXXXX They maintain "[t]he absence of such language was intentional, as the text of XXXXX itself makes clear XXXXX .,
Id.
Id. (citing L.P.P.R., Inc. v. Keller Crescent Corp., 532 Fed.Appx. 268, 274 (3d Cir. 2013) ("'Delaware courts have consistently held that an interpretation that gives effect to each term of an agreement is preferable to any interpretation that would result in a conclusion that some terms are uselessly repetitive,' and [c]ontracts are to be interpreted in a way that does not render any provisions illusory or meaningless.'")(citation omitted)).
Id. at 13.
Id.
Ecolab lastly argues "Deb's attempt to XXXXX to narrow the rights expressly granted to Ecolab is squarely precluded by the agreement itself."
Id. at 14.
Plaintiffs point to XXXXX which provides: XXXXX .
Id.
D.I. 26 at 7 (citing Schwob v. Int'l Water Corp., 136 F.Supp. 310, 312 (D. Del. 1955 XXXXX Assalone v. S-L Distribution Co., 978 F.Supp.2d 427, 434-35 (M.D. Pa. 2013 XXXXX Dahath Elec. Co. v. Suburban Bee. Dev. Co., 2 A.2d 765, 766-67 (Pa. 1938) XXXXX.
Pursuant to XXXXX Conversely, Ecolab's argument XXXXX
XXXXX is equally unpersuasive. The court will not XXXXX and finds Deb's interpretation XXXXX is reasonable.
b. Specific Grant
Deb contends that XXXXX . This argument assumes XXXXX
D.I. 26 at 5.
According to Ecolab, XXXXX . According to Ecolab, XXXXX .
D.I. 31 at 11.
Id.
The court finds Ecolab's proposition is reasonable and again notes XXXXX While Deb's interpretation may also be reasonable, it is not dispositive.
c. XXXXX
Deb asserts that XXXXX XXXXX .
D.I. 26 at 6 (citing Fairchild Semiconductor Corp. v. Power Integrations, Inc., 630 F.Supp.2d 365, 370 (D. Del. 2007); Textile Productions, Inc. v. Mead Corp., 134 F.3d 1481, 1485 (Fed. Cir. 1998)).
In Fairchild Semiconductor Corp. v. Power Integrations, Inc. this court stated plaintiffs who "hold less than all substantial rights to the patents and lack exclusionary rights," XXXXX lack standing "'to bring suit or even join a suit with the patentee because a XXXXX licensee suffers no legal injury from infringement.'" The Federal Circuit's Textile Productions opinion noted XXXXX .
Fairchild Semiconductor, 630 F.Supp.2d at 370 (quoting Sicom Sys., Ltd. v. Agilent Techs., Inc., 427 F.3d 971, 976 (Fed. Cir. 2005)).
Textile Productions, 134 F.3d at 1485 (citing Ortho Pharmaceutical Corp. v. Genetics Institute, Inc., 52 F.3d 1026, 1034 (Fed. Cir. 1995)).
Ecolab argues XXXXX . According to Ecolab XXXXX .
D.I. 31 at 12.
Id.
The court agrees with Ecolab and rejects Deb's argument.
2. Defendants' XXXXX Prior to Litigation
Ecolab argues "[w]hile perhaps not dispositive, it certainly is probative that Deb itself did not believe or assert the contract XXXXX prior to this litigation." They specifically argue Deb refused to respond to questions regarding XXXXX I during the year and a half the parties corresponded prior to this litigation. Deb did not respond to this argument.
Id. at 14.
Id.
While Deb could have responded to Ecolab's questions XXXXX XXXXX right prior to this litigation, failure to do so does not implicate the reasonableness their proffered interpretation of the Licence Agreement. Ecolab cites no authority to the contrary.
3. Deb's Proposed Contract Interpretation
Lastly, Ecolab argues Deb's interpretation of XXXXX is unreasonable because XXXXX leading to chaos. Ecolab further argues Deb's assertion that XXXXX thereby rendering the entire section meaningless and illusory." According to Ecolab, "this interpretation is disfavored under Delaware law, and is not a reasonable interpretation, let alone the only reasonable interpretation."
Id. at 15.
Id.
Id. at 15-16.
Deb offers two arguments in response. First, Ecolab identifies "no legal authority suggesting that a contract provision is ambiguous merely because it fails to spell out precisely how it will apply in all future situations." And, second, Ecolab's "argument emphasizes that Count III is not a ripe claim" because XXXXX I remains to be seen." Deb emphasizes the criticality of this point because
D.I. 36 at 6.
Id. at 6-7.
XXXXX is the only form of damages that could be caused by the supposed breach and a cause of action for breach of contract is not ripe and does not confer standing where, as here, [the plaintiff] has failed to plead damages resulting from the breach.' Because Ecolab has not adequately alleged damages, adjudication of Count III would 'entanqirel [this Court! in [anl abstract disagreement [ ],' over the XXXXX and whether it would give rise to an actionable breach."
Id. at 7 (quoting Godo Kaisha IP Bridge 1 v. TCL Commc'n Tech Holdings Ltd., 2017 WL 750700, at *4 (D. Del. Feb. 27, 2017); Phila. Fed'n of Teachers v. Ridge, 150 F.3d319, 323(3dCir. 1998)).
As Deb notes, a contract is not considered ambiguous if it fails to address every contingency. Here, XXXXX
Id. at 6 (citing Saccucci Auto Grp., Inc. v. Am. Honda Motor Co., 617 F.3d 14, 23 (1st Cir. 2010); Hall Patent Gr. v. Indus. Noise Control Corp., 2006 WL 2067838, at *2 (N.D. Tex. 2006)); see also Amkor Tech., Inc. v. Motorola, Inc., No. CIV. A. 02C-08-160CHT, 2007 WL 3360039 (Del. Super. Ct. Nov. 14, 2007, aff'd, 958 A.2d 852 (Del. 2008)). Each of these cases required the court to interpret a contractual term.
XXXXX The court finds Ecolab's argument does not render Deb's interpretation of XXXXX unreasonable.
B. Cognizable Damages
The parties dispute whether the FAC pleads cognizable damages resulting from XXXXX Ecolab asserts two categories of damages they suffered as a result of Deb's alleged breach. First, "the royalties paid by Ecolab pursuant to the License Agreement, XXXXX .
D.I. 20 at ¶364.
And second,
XXXXX . Deb argues Ecolab's first theory must be rejected because the royalties paid by Ecolab are not damages caused by defendants' alleged breach since "Ecolab would have paid the same royalties under the Agreement XXXXX .
Id. at ¶ 366.
D.I. 26 at 8.
Furthermore, Ecolab's theory "assumes that Deb is correct about what rights Ecolab received XXXXX -but contends that Deb must pay for Ecolab misunderstanding the rights it has." With respect to the second theory, Deb suggests that "[e]ven assuming that Ecolab XXXXX which Ecolab fails to show.
D.I. 36 at 8 (emphasis in original).
D.I. 26 at 8 (emphasis in original).
With two reasonable interpretations of the XXXXX the court is reluctant to recommend granting the Motion on the basis that the FAC fails to plausibly allege damages. If the finder of fact determines XXXXX the second element of a breach of contract claim is met. The court finds the FAC plausibly alleges damages as a result of such breach.
1. Royalties
Damages for breach of contract are "'measured by the amount of money that would put the promisee in the same position as if the promisor had performed the contract.'" Ecolab alleges XXXXX . Deb argues XXXXX The court finds whether these damages puts Ecolab in the same position as if no breach occurred is plausibly plead and presents a question of fact.
VICI Racing, LLC v. T-Mobile USA, Inc., 763 F.3d 273, 293-94 (3d Cir. 2014) (quoting Duncan v. Theratx, Inc., lib A.2d 1019, 1022 (Del. 2001)).
D.I. 31 at 17 (citing D.I. 20 ¶ 365).
2. Lost Recoveries
The court likewise finds plausible damages alleged from XXXXX Ecolab argues Ecolab would have been XXXXX . Therefore, even though there is XXXXX "[w]ithout the benefit of discovery, Ecolab cannot know just how much it has been damaged XXXXX -and Deb has now admitted, in its motion, that XXXXX .
Id..
Id. at 18 (citing IOENGINE, LLC v. PayPal Holdings, Inc., No. CV 18-452-WCB, 2019 WL 330515, at *23 (D. Del. Jan. 25, 2019) ("The facts bearing on willfulness are likely to be, in large measure, in the possession of the defendant and available to the plaintiff only through discovery."))
Deb asserts Ecolab "ignores that XXXXX . They reference XXXXX language stating: XXXXX
D.I. 36 at 8. Deb further notes XXXXX Id. at 9 (emphasis in original).
XXXXX . The court concludes that determination of whether Deb's interpretation of that language is the only reasonable one is best decided by a fact-finder, rather than as a matter of law on this Motion. Moreover, discovery is necessary to determine whether has been thwarted by Deb's alleged breach.
D.I. 20-1. Ex. Al XXXXX
V. CONCLUSION
For the reasons stated above, it is recommended that defendants' Motion (D.I. 25) be DENIED.
Because this Report & Recommendation may contain confidential information, it has been released under seal, pending review by the parties to allow them to submit a single, jointly proposed, redacted version (if necessary) of the Report & Recommendation. Any such redacted version shall be submitted no later than fourteen (14) days after the date of this Report and Recommendation for review by the Court, along with a brief, but clear, explanation why disclosure of any proposed redacted material would "work a clearly defined and serious injury to the party seeking closure."Thereafter, a publicly-available version of this Report & Recommendation will be issued.
Pansy v. Borough of Stroudsburg, 23 F.3d 772, 786 (3d Cir. 1994) (internal quotation marks and citation omitted).
Pursuant to 28 U.S.C. § 636(b)(1)(B), Fed.R.Civ.P. 72 (b)(1), and D. Del. LR 72.1, any objections to the Report & Recommendation shall be filed within fourteen (14) days limited to ten (10) pages after being served with the same. Any response shall be limited to ten (10) pages.
The parties are directed to the Court's Standing Order in Non-Pro Se Matters for Objections Filed under Fed.R.Civ.P. 72 dated October 9, 2013, a copy of which is found on the Court's website (www.ded.uscourts.gov).