Judge Daniel M. Crowley, Case Number: 20STCV33078, Date: 2023-05-10 Tentative Ruling

Plaintiffs The Gores Group, LLC’s, and AEG Holdings, LLC’s, unopposed motion to seal Defendants Jon Gimbel’s, Anthony Guagliano’s, and Gallant Capital Partners, LLC’s Notice of Motion and Motion for Summary Judgment or, in the Alternative, Summary Adjudication is granted.

Plaintiffs are to promptly confer with this Court’s judicial assistant in order to provide proposed redacted versions for the documents noted below before this Court’s ruling can be effectuated.

Plaintiffs The Gores Group, LLC (“TGG”) and AEG Holdings, LLC (“AEGH”) (collectively, “Plaintiffs”) move unopposed for an order sealing several exhibits supporting Defendants Jon Gimbel’s (“Gimbel”), Anthony Guagliano’s (“Guagliano”), and Gallant Capital Partners, LLC’s (“GCP”) (collectively, “Defendants”) motion for summary judgment, or, in the alternative, summary adjudication. (Notice of Motion, pg. 2; CRC, Rules 2.550, 2.551.) Specifically, Plaintiffs request the Court seal the following documents: (1) portions of Exhs. 1-3, 11, 12, 14-16, 20, and 28 to the Declaration of Sheehan; (2) Exh. 6 to the Declaration of Sheehan in its entirety; (3) portions of Defendants’ motion for summary judgment that refer to or quote from the aforementioned exhibits; and (4) portions of Defendants’ separate statement of undisputed material facts in support of Defendants’ motion for summary judgment that refer to or quote from the aforementioned exhibits (collectively, “Lodged Documents”). (Notice of Motion, pg. 2.) Plaintiffs offer proposed redactions for the public file.

Plaintiffs allege four causes of action against Defendants arising from Plaintiffs’ alleged agreement to support Defendant GCP, and Defendants allegedly reneging on the agreement and refusing to provide Plaintiffs the consideration they promised in exchange for Plaintiffs’ support. (See Second Amended Complaint (“SAC”).) On December 9, 2022, Defendants filed their motion for summary judgment, or in the alternative, motion for summary adjudication, concurrently filed with their separate statement of undisputed materials facts in support of their motion, the Declaration of Sheehan, and Defendants’ compendium of evidence (“D-COE”).

On June 13, 2023, Plaintiffs filed the instant motion. On June 12, 2023, Plaintiffs filed a notice of non-opposition. On July 6, 2023, Plaintiffs dismissed the instant action. As of the date of this hearing, Defendants have not filed an opposition to Plaintiffs’ motion.

CRC Rule 2.551(a) provides, as follows: “A record must not be filed under seal without a court order. The court must not permit a record to be filed under seal based solely on the agreement or stipulation of the parties.”

CRC Rule 2.551(b)(1) provides, as follows: “A party requesting that a record be filed under seal must file a motion or an application for an order sealing the record. The motion or application must be accompanied by a memorandum and a declaration containing facts sufficient to justify the sealing.”

CRC Rule 2.550(d) provides, as follows: “The court may order that a record be filed under seal only if it expressly finds facts that establish: (1) There exists an overriding interest that overcomes the right of public access to the record; (2) The overriding interest supports sealing the record; (3) A substantial probability exists that the overriding interest will be prejudiced if the record is not sealed; (4) The proposed sealing is narrowly tailored; and (5) No less restrictive means exist to achieve the overriding interest.”

(A) Specifically state the facts that support the findings; and (B) Direct the sealing of only those documents and pages, or, if reasonably practicable, portions of those documents and pages, that contain the material that needs to be placed under seal. All other portions of each document or page must be included in the public file.”

California courts ordinarily grant requests to seal information “involv[ing] confidential matters relating to . . . business operations,” particularly where “public revelation of these matters would interfere with its ability to effectively compete in the marketplace.” (Universal City Studios, Inc. v. Superior Court (2003) 110 Cal.App.4th 1273, 1286; see also Huffy Corp. v. Superior Court (2003) 112 Cal.App.4th 97, 108 [“[D]ocuments which are not trade secrets may nonetheless be subject to sealing in the face of a proper . . . showing of prejudice to an overriding interest.”], citation omitted.)

Plaintiffs move to seal on grounds that the right of public access to the documents attached to the Declaration of Sheehan in support of Defendants’ motion for summary judgment is overcome by the overriding interest in protecting the confidentiality of Plaintiffs’ competition business information as well as the private financial and personal information of non-party Alec Gores and Plaintiff TGG’s employees. (Motion, pg. 5.) Plaintiffs argue a substantial probability exists that their overriding interests and those of non-Party Alec Gores will be prejudiced if the records are not sealed because the relevant documents would provide Plaintiffs’ competitors with detailed, commercially sensitive information concerning Plaintiffs’ business operations in raising private equity funds and making investments, including the detailed performance metrics for Plaintiffs’ investments, Plaintiffs’ confidential investor lists, and the proprietary structure and ownership of Plaintiffs and related entities. (Decl. of Pollard ¶¶4-5; Decl. of Harris ¶4.) Plaintiffs argue competitors could use this information regarding Plaintiffs’ proprietary, strategic business decisions to undercut Plaintiffs on prospective deals and improve their own methods in the marketplace. (Decl. of Pollard ¶¶4-5; Decl. of Harris ¶4.) Further, non-party Alec Gores would be prejudiced by the disclosure of his financial and personal information because it would violate his right to privacy. (Decl. of Pollard ¶6; Decl. of Harris ¶4.) Plaintiffs argue there is no less restrictive means to achieve the overriding interest and the redactions are narrowly tailored to include only Plaintiffs’ confidential and commercially sensitive business information, as well as non-party Alec Gores’ private financial and personal information and certain non-party TGG employees’ private personal information. (Motion, pg. 11.) Defendants do not oppose Plaintiffs’ motion to seal the records. After reviewing Plaintiffs’ proposed redactions, the Court agrees.

Exhibit 1 at pages TGG_00003962-00003964 contains Plaintiff TGG’s proprietary investment track record and a list of investors in TGG’s private equity funds. Exhibit 2 at pages 14:2-3; 28:3, 5; 40:1-41:25; 66:1-25; 118:2-24; 153:19-154:2; and 154:6-24 contains proprietary information related to Alec Gores’ personal living situation, phone number, financial information, investment entities, and investment amounts raised; Plaintiffs’ employment structure, including the number of individuals who are employed by Plaintiffs and report to Alec Gores; the performance of Plaintiffs’ funds; and Plaintiffs’ and Alec Gores’ deal compensation. Exhibit 3 at pages 103:7-25; 105:1-25; 113:1-25; 132:1-6; 133:7-25; 146:1-25; 173:13-174:22; 211:4-213:21; and 282:3-7, 18-19 contain proprietary information related to Alec Gores’ private financial information and investments and Plaintiffs’ business operations, including marketing, investment, and fundraising activity, and the formation, ownership, purpose, structure, and assets of Plaintiffs’ investment entities. Exhibit 6, in its entirety, contains Plaintiff TGG’s investment track record, which reflects Plaintiff TGG’s trade secrets, including proprietary information regarding Plaintiff TGG’s business operations and proprietary strategy. Exhibit 7 contains a TGG employee’s private cell phone number protected by an individual’s constitutional right to privacy. Exhibit 8 contains a TGG employee’s private cell phone number protected by an individual’s constitutional right to privacy. Exhibit 11 at pages 45:20-23 and 152:19-24 contains proprietary information related to the ownership and structure of Plaintiffs’ investment entities, as well as Plaintiff TGG’s employee compensation. Exhibit 14, only at the cell phone number listed, contains Plaintiff TGG’s employee’s private cell phone number protected by an individual’s constitutional right to privacy. Exhibit 15, only at the cell phone number listed, contains Plaintiff TGG’s employee’s private cell phone number protected by an individual’s constitutional right to privacy. Exhibit 16, only at the cell phone number listed, contains Plaintiff TGG’s employee’s private cell phone number protected by an individual’s constitutional right to privacy. Exhibit 20, only at the cell phone number listed, contains Plaintiff TGG’s employee’s private cell phone number protected by an individual’s constitutional right to privacy. Exhibit 28, only at the cell phone number listed, contains Plaintiff TGG’s employee’s private cell phone number protected by an individual’s constitutional right to privacy.

Defendants’ summary judgment motion at pages 3:22-23 and 18:5-7 contains proprietary information related to Plaintiffs’ investment fund performance and deal compensation.

Defendants’ separate statement of undisputed material facts at pages 11:6-8 and 13:5-8 contains proprietary information related to Plaintiffs’ deal compensation.

Plaintiffs sufficiently demonstrated that the information contained in the exhibits amounts to confidential information such that there exists an overriding interest that overcomes the right of the public access to the records, the overriding interest supports sealing the record, a substantial probability exists that the overriding interest will be prejudiced if the record is not sealed, and Plaintiffs’ proposed redactions are the least restrictive way of protecting the interests of third-parties to this litigation.

However, Plaintiffs failed to submit proposed redactions for the documents to be sealed in their entirety and are ordered to do so before this Court may enter this order.

Exhibit 1 at pages TGG_00003962-00003964 shall be sealed. Plaintiffs are to submit a proposed redacted version for this document before this Court’s ruling can be effectuated.

Exhibit 2 at pages 14:2-3; 28:3, 5; 40:1-41:25; 66:1-25; 118:2-24; 153:19-154:2; and 154:6-24 shall be sealed. The redacted version proposed by Plaintiffs shall be publicly filed. (Decl. of Harris, Exh. B.)

Exhibit 3 at pages 103:7-25; 105:1-25; 113:1-25; 132:1-6; 133:7-25; 146:1-25; 173:13-174:22; 211:4-213:21; and 282:3-7, 18-19 shall be sealed. The redacted version proposed be Plaintiffs shall by publicly filed. (Decl. of Harris, Exh. C.)

Exhibit 6 shall be sealed in its entirety. Plaintiffs are to submit a proposed redacted version for this document before this Court’s ruling can be effectuated.

Exhibit 7 at the cell phone number shall be sealed. Plaintiffs are to submit a proposed redacted version for this document before this Court’s ruling can be effectuated.

Exhibit 8 shall be sealed as to the cell phone number only. The redacted version proposed by Plaintiffs shall be publicly filed. (Decl. of Harris, Exh. D.)

Exhibit 11 at pages 45:20-23 and 152:19-24 shall be sealed. The redacted version proposed by Plaintiffs shall be publicly filed. (Decl. of Harris, Exh. E.)

Exhibit 15 at the cell phone number shall be sealed. Plaintiffs are to submit a proposed redacted version for this document before this Court’s ruling can be effectuated.

Exhibit 16 at the cell phone number shall be sealed. The redacted version proposed by Plaintiffs shall be publicly filed. (Decl. of Harris, Exh. G.)

Exhibit 20 at the cell phone number shall be sealed. The redacted version proposed by Plaintiffs shall be publicly filed. (Decl. of Harris, Exh. H.)

Exhibit 28 at the cell phone number shall be sealed. Plaintiffs are to submit a proposed redacted version for this document before this Court’s ruling can be effectuated.

Defendants’ summary judgment motion at pages 3:22-23 and 18:5-7 shall be sealed. The redacted version proposed by Plaintiffs shall be publicly filed. (Decl. of Harris, Exh. I.)

Defendants’ separate statement of undisputed material facts at pages 11:6-8 and 13:5-8 shall be sealed. The redacted version proposed by Plaintiffs shall be publicly filed. (Decl. of Harris, Exh. J.)

Plaintiffs are to promptly confer with this Court’s judicial assistant to provide proposed redacted versions for the documents noted below before this Court’s ruling can be effectuated.

Hon. Daniel M. Crowley

Judge of the Superior Court