Judge: Mark A. Young, Case: 21SMCV00926, Date: 2022-10-04 Tentative Ruling
Case Number: 21SMCV00926 Hearing Date: October 4, 2022 Dept: M
CASE NAME: Q Prime Inc.,
v. Kiedis, et al.
CASE NO.: 21SMCV00926
MOTION: Motion
to Seal
HEARING DATE: 10/5/2022
Legal
Standard
The sealing of trial court records is governed by
CRC Rules 2.550 and 2.551. (Mercury Interactive Corp. v. Klein (2007)
158 Cal.App.4th 60, 68.) Pleadings, motions, discovery documents, and other
papers may not be filed under seal merely by stipulation of the parties—a prior
court order must be obtained. (CRC, Rule 2.551(a); see H.B. Fuller Co. v.
Doe (2007) 151 Cal.App.4th 879, 888.)
To seal a record, the following
requirements are imposed: (1) the party must file a motion or
application for an order sealing the record, which must be accompanied by a
memorandum and a declaration containing facts sufficient to justify the
sealing; (2) the party must serve a copy of the motion on all parties
who have appeared in the case; and (3) the party requesting that a
record be filed under seal must lodge it with the court when the motion or
application is made unless the record has previously been
lodged. (CRC, Rule 2.551(b).)
The Court must make the following express factual
findings in order to seal records: (1) an overriding interest exists
that overcomes the right of public access to the record; (2) the overriding
interest supports sealing the records; (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. (CRC, Rule 2.550(d).) These findings embody constitutional requirements
for a request to seal court records, protecting the First Amendment right of
public access to civil trials. (NBC Subsidiary (KNBC-TV), Inc. v. Superior
Court (1999) 20 Cal.4th 1178, 1217-1218.)
An order sealing
the record must specifically state the facts that support the findings and
direct the sealing of only those pages and documents or, if reasonably
practicable, portions of those documents and pages, that contain the material
that needs to be placed under seal, and all other portions must be included in
the public file. (CRC, rule 2.550(e).)
Once sealed, a record can only be unsealed by order
of court. (CRC, Rule 2.551(h)(1).) So long as it remains under seal, all
parties must refrain from filing anything not under seal that would disclose
the sealed matter. (Id., Rule 2.551(c).) If a party files a new document
referring to sealed matter, it must submit an unredacted version of the
document under seal and a redacted one for the public record. (Id., Rule
2.551(b)(5).)
Analysis
Defendants seek an order sealing
the unredacted copies of three confidential documents (“Confidential
Documents”) conditionally lodged under seal by Plaintiff in support of its
motion for summary adjudication. The Confidential Documents are: (a) Defendant Anthony
Kiedis’s supplemental responses to Plaintiff’s Second Set of Special
Interrogatories; (b) the Amendment to the Management Agreement between the Red
Hot Chili Peppers and Q Prime; and (c) a December 9, 2020 email from
Defendants’ longtime attorney, Eric Greenspan, to Q Prime principal Clifford
Burnstein.
Defendants assert that Confidential
Documents reveal confidential and private financial information about
Defendants and non-party Hipgnosis SFH I Limited. The documents reveal the
amount Defendants received from Hipgnosis on the sale of their entire song
catalog to Hipgnosis (the “Acquisition Agreement”). The Confidential Documents
also detail private information concerning Defendants’ commission arrangements
with their former manager, Q Prime.
The Court finds that Defendants
have identified a satisfactory overriding interest in the confidential
information based on their financial privacy rights, which overcomes the right
of public access to the information and supports sealing. For example, the acquisition
Agreement between Defendants and Hipgnosis contains a confidentiality
provision. (See Universal City Studios,
Inc. v. Superior Court (2003) 110 Cal.App.4th 1273, 1283-1284 [contractual obligation not to disclose may
constitute an overriding interest within the meaning of rules].) The
third paragraph of the Amendment details aspects of Defendants’ private
commission arrangement with Plaintiff on touring. (Greenspan Decl., ¶3.) The
second and third paragraphs of Mr. Greenspan’s email concerning touring and
prepayment of certain commissions. (Id. ¶ 4.) Defendants
show that disclosure of this information would substantially prejudice that
interest absent a sealing. (See Mercuriadas Decl., ¶¶2-8; Greenspan
Decl., ¶¶5-8.)
The proposed sealing is narrowly tailored; and no less
restrictive means exist to achieve the overriding interest. Defendants
only seek to seal certain redacted portions pertaining to sensitive financial
information, while allowing the remainder of the documents into the public
record. Further, it is undisputed that this information has little relevance to
the subject of the motions. Plaintiff’s motion for summary adjudication seeks
to resolve an issue of duty, i.e., whether Defendants have a duty to pay Q
Prime a 15% commission on the purchase price paid to Defendants by Hipgnosis.
This issue of duty can be resolved without reference to the amount of the
purchase price itself, or the other information sought to be sealed.
Accordingly, the motion is GRANTED.