Superior Court of California 

County of Los Angeles – West District  

Beverly Hills Courthouse / Department 205 

 

 

BACKGROUND 

This action relates to a non-compete provision.  Plaintiff KSFB Management, LLC claims that the provision, contained in an Amended and Restated Management Agreement (“ARMA”) entered into with Defendant Focus Financial Partners, LLC, is unenforceable under California law.   

This hearing is on Focus’ motion to seal portions of its motion for summary judgment and exhibits filed in conjunction with the motion.  KSFB has filed a similar motion to seal.  Both argue that the exhibits or portions of the motions or declarations they seek to seal contain proprietary and commercially sensitive business and financial information.  KSFB has also filed a motion to seal portions of Focus’ motion for sanctions on the same grounds.   

LEGAL STANDARD   

A court may order records to be filed under seal when the following conditions are met: “(1) [t]here exists an overriding interest that overcomes the right of public access to the record[s]; (2) [t]he overriding interest supports sealing the record[s]; (3) [a] substantial probability exists that the overriding interest will be prejudiced if the record[s are] not sealed; (4) [t]he proposed sealing is narrowly tailored; and (5) [n]o less restrictive means exist to achieve the overriding interest.”  (Cal. Rules of Court 2.550(d).) 

In ruling on a motion to seal, the court must identify (1) the specific information claimed to be entitled to protection from public disclosure, (2) the nature of the harm threatened by disclosure, and (3) any countervailing considerations. (H.B. Fuller Co. v. Doe (2007) 151 Cal.App.4th 879, 894.) Therefore, in order to prevail on his or her motion, the moving party must present a specific enumeration of the facts sought to be withheld and the specific reasons for withholding them. (Id. at 904.) 

The California Supreme Court has held that the First Amendment provides “a right of access to ordinary civil trial and proceedings.” (NBC Subsidiary (KNBC-TV), Inc. v. Superior Court (1999) 20 Cal.4th 1178, 1212.)  The court further noted its belief that “the public has an interest, in all civil cases, in observing and assessing the performance of its public judicial system.”  (Id. at 1210.)  There is a presumption of openness in civil court proceedings. (Id. at 1217.)  Therefore, it is up to this Court to determine if that presumption has been overcome. 

Courts must find compelling reasons, prejudice absent sealing and the lack of less-restrictive means, before ordering filed documents sealed. (Hurvitz v. Hoefflin (2000) 84 Cal.App.4th 1232, 1246; KNBC-TV, 20 Cal.4th at 1208-1209 n. 25; Champion v. Superior Court (1988) 201 Cal.App.3d 777, 787.)   

A compelling reason could include the “enforcement of binding contractual obligations not to disclose.”  (KNBC TV, 20 Cal.4th at n. 46; see also Universal City Studios, Inc. v. Superior Court¿(2003) 110 Cal.App.4th 1273, 1283 ¿(defendant’s “contractual obligation not to disclose can constitute an overriding interest within the meaning of” the predecessor to¿rule 2.550(d)).)   

A proposed sealing must also be narrowly tailored to serve the overriding interest, such as by sealing only portions of pleadings or redacting particular text that refer to the confidential information.  (In re Marriage of Burkle (2006) 135 Cal.App.4th 1045, 1052, 1070.)   

DISCUSSION 

An application to seal must be accompanied by a declaration containing facts sufficient to justify sealing. (Cal. Rules of Court, Rule 2.551(b)(1).)  While the parties have each submitted a declaration, their declarations do not explain the facts which justify sealing, including attesting to their claim that the documents contain sensitive, proprietary, and secret information that would harm their interests if disclosed to their competitors or the public writ large.  The declarations only attest that the parties entered into a stipulated protective order and have designated the documents at issue here as confidential under that protective order.  (Elkhunovich Decl. ¶¶ 3-4; Calkins Decl. ¶¶ 3-4.)  But the simple fact that the documents have been designated confidential by the parties does not alone satisfy the requirements for sealing.   

CONCLUSION 

For the foregoing reasons, the Court DENIES Focus Financial LLC and KSFB Management, LLC’s motions to seal.   

IT IS SO ORDERED. 

 

DATED: May 7, 2025 ___________________________ 

Edward B. Moreton, Jr. 

Judge of the Superior Court