Judge: Kevin A. Enright, Case: 37-2019-00018398-CU-SL-CTL, Date: 2024-06-14 Tentative Ruling

SUPERIOR COURT OF CALIFORNIA,

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CENTRAL COURTHOUSE TENTATIVE RULINGS - June 13, 2024

06/14/2024  10:30:00 AM  2103 COUNTY OF SAN DIEGO

JUDICIAL OFFICER:Kevin A. Enright

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Civil - Unlimited  Securities Litigation Motion Hearing (Civil) 37-2019-00018398-CU-SL-CTL MABVAX THERAPEUTICS HOLDINGS INC VS HONING [E-FILE] CAUSAL DOCUMENT/DATE FILED:

The unopposed Motion to Seal by Plaintiff MabVax Therapeutics Holdings, Inc. ('MabVax') is DENIED.

'Unless confidentiality is required by law, court records are presumed to be open.' (Cal. Rules of Court, rule 2.550(c), emphasis added.) California Rules of Court, rule 2.550(d) provides that a court may order a record filed under seal if it 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. These findings embody constitutional requirements, protecting the First Amendment right of public access to civil trials.

(See Advisory Com., Cal. Rules of Court, rule 2.550; NBC Subsidiary (KNBC-TV), Inc. v. Superior Court (1999) 20 Cal.4th 1178, 1217–1218.) Courts have considerable discretion in deciding whether to seal records. (See generally In re Providian Credit Card Cases (2002) 96 Cal.App.4th 292, 295.) Here, MabVax broadly seeks to seal 'various settlement agreements and settlement-related documents referencing settlement terms and conditions between MabVax and Defendants (collectively, the 'Settlement Documents')' in support of its Motion to Enter Judgment Pursuant to C.C.P. § 664.6, or, in the Alternative, for a Trial Setting Conference. (ROA 2473, at p. 5: 2-4.) MabVax also seeks to seal portions of the brief and declaration of Julie B. Rubenstein offered in support of that motion. (See id. at p. 7:25-27.) A contractual obligation not to disclose information in a settlement agreement can constitute an overriding interest within the meaning of CRC rule 2.550. (See Universal City Studios, Inc. v. Superior Court (2003) 110 Cal.App.4th 1273, 1283); Huffy Corp. v. Superior Court (2003) 112 Cal.App.4th 97, 106-107, abrogation recognized on another ground in Curtis v. Superior Court (2021) 62 Cal.App.5th 453, 471-472.) But the party seeking to seal the record must still demonstrate 'a substantial probability that it will be prejudiced absent closure or sealing.' (Huffy, supra, 112 Cal.App.4th at p. 107; accord, Universal City Studios, supra, 110 Cal.App.4th at pp. 1283-1284 [confidential settlement agreement may constitute an overriding interest, but sealing order denied because no prejudice shown].) There must be 'a specific showing of serious injury.' (Universal City Studios, supra, 110 Cal.App.4th at p. 1282.) '[S]pecificity is essential. Broad allegations of harm, bereft of specific examples or articulated reasoning, are insufficient.' (Ibid., citations omitted.) Here, MabVax has failed to provide sufficient factual evidence of prejudice if the record is not sealed.

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3131644 CASE NUMBER: CASE TITLE:  MABVAX THERAPEUTICS HOLDINGS INC VS HONING [E-FILE]  37-2019-00018398-CU-SL-CTL MabVax contends the parties' interest in confidentiality under the terms of the settlement agreement and the broad policy interest in encouraging voluntary settlements would be prejudiced if the Court does not seal the documents, because denying the relief requested would render the confidentiality provisions meaningless, and the entire deal 'could be' threatened without those provisions. (ROA 2473, at p. 7: 17-20.) However, the mere existence of a confidentiality provision is not sufficient to demonstrate overriding interest. (McNair v. National Collegiate Athletic Association (2015) 234 Cal.App.4th 25, 36.) Additionally, MabVax has not shown whether disclosure of the terms of the settlement agreement is prohibited even in efforts to enforce the settlement. (See Law Offices of Mathew Higbee v. Expungement Assistance Services (2013) 214 Cal.App.4th 544, 549 [noting in dicta 'the confidentiality clause permits the terms of the settlement agreement to be disclosed 'in any action or proceeding where the existence or terms of the [settlement agreement] are at issue....' '].) Attorney Rubenstein attests if the Court denies the motion, 'MabVax believes that the entire global settlement could be threatened because a material term to the deal would be rendered meaningless, which could also jeopardize bankruptcy court approval.' (ROA 2474, Rubenstein Dec., at ¶ 6, emphasis added.) This is speculative and lacks specificity, as MabVax has not provided any factual evidence that the bankruptcy court will require confidentiality of the settlement in this action. (See In re Marriage of Nicholas (2010) 186 Cal.App.4th 1566, 1576 [sealing order requires more than the 'rote recitation of the listed criteria' and 'particular facts [are] necessary to satisfy the constitutional standards for sealing court orders']; In re Providian Credit Card Cases (2002) 96 Cal.App.4th 292, 301 [a declaration supporting a motion to seal should be specific, not conclusory, as to the facts supporting the overriding interest].) Moreover, MabVax provides little analysis on the portions of the brief and supporting declaration or the 9 exhibits (including the entire settlement agreement) that MabVax seeks to seal. Nothing indicates that MabVax considered, for example, whether redaction of portions of the exhibits might be appropriate.

Instead, the proposed sealing encompasses the entirety of the 9 exhibits, without sufficient legal justification. Accordingly, the proposed sealing order is not narrowly tailored, and MabVax has not sufficiently demonstrated there are no less restrictive means available. (Cal. Rules of Court, rule 2.550(d)(4)-(5).) For the reasons set forth above, the Court is unable to make the requisite factual findings based on the evidence presented. Accordingly, the motion to seal is denied.

Based on this ruling, MabVax shall advise the Court whether the documents can be unsealed no later than July 19, 2024. (Cal. Rules of Court, rule 2.551(b)(6).) If the documents are unsealed, the Court will set a future date for the Motion to Enter Judgment Pursuant to C.C.P. § 664.6, or, in the Alternative, for a Trial Setting Conference. If MabVax declines to unseal the documents, the Motion to Enter Judgment Pursuant to C.C.P. § 664.6, or, in the Alternative, for a Trial Setting Conference will be ordered off calendar.

If this tentative ruling is confirmed, the Minute Order will be the order of the Court. No formal order is required.

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