Judge: Nathan Vu, Case: 2021-01233896, Date: 2022-12-12 Tentative Ruling

Please Note: The hearing on this matter is scheduled for 8:30 A.M.

 

Motion for Seal

 

Defendants Kairos Manford Private Equity Fund I LP’s; K-M GP Ltd’s; Kairos Investment Management Company, LLC’s; Manford Technologies Holding LP’s, and Carl Chang’s motion to seal is GRANTED.

 

Exhibit A of the Declaration of Harrison Brown in Support of Plaintiff’s Opposition to Defendants’ Ex Parte Application for Protective Order and the references to Exhibit A contained in Plaintiff’s Opposition to Defendants’ Ex Parte Application for Protective Order, both filed 09/29/2022 shall be SEALED.

 

Defendants Kairos Manford Private Equity Fund I LP; K-M GP Ltd; Kairos Investment Management Company, LLC; Manford Technologies Holding LP, and Carl Chang move to seal Exhibit A of the Declaration of Harrison Brown in Support of Plaintiff’s Opposition to Defendants’ Ex Parte Application for Protective Order and the references to Exhibit A contained in Plaintiff’s Opposition to Defendants’ Ex Parte Application for Protective Order (Subject Materials).

 

Exhibit A is an electronic mail from an investor in the Kairos Manford Private Equity Fund I LP to one of Defendants’ employees.

 

As an initial matter, this motion may be moot as it appears that the Subject Materials have already been filed under seal and that only the redacted version of Plaintiff’s Opposition to Defendants’ Ex Parte Application for Protective Order and the Declaration of Harrison Brown in Support thereof are available to the public.

 

To the extent the motion is not moot, the court must expressly find as follows in order to seal the Subject Materials:

 

  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.

 

(See Cal. Rules of Court, rule 2.550(d); McGuan v. Endovascular Technologies, Inc. (2010) 182 Cal. App. 4th 974, 988.)

 

Examples of documents that may qualify to be sealed are:

 

•                  Documents containing trade secrets, (see In re Providian Credit Card Cases (2002) 96 Cal.App.4th 292, 300; McGuan v. Endovascular Tech., Inc., supra, 182 Cal.App.4th at p. 988 [dealing with business’ quality control records and complaint handling procedures]);

•                  Documents containing material protected by a privilege, (see Huffy Corp. v. Superior Court (2003) 112 Cal.App.4th 97, 108 [addressing attorney-client privilege]);

•                  Confidential settlement agreement, (see Universal City Studios, Inc. v. Superior Court (2003) 110 Cal.App.4th 1273, 1283).

 

A sealing order must: (a) specifically state facts supporting the above findings; and (b) be narrowly tailored (i.e., it should direct sealing of only those documents and pages that contain material that needs to be placed under seal; all other portions of each document or page must remain in the public file). (See Cal. Rules of Court, rule 2.550(e)(1); Weil & Brown, Cal. Prac. Guide Civ. Pro. Before Trial (Rutter 2017) ¶ 9:418.1.)

 

Here, Defendants have established that there is an overriding interest to justify sealing the Subject Materials because Exhibit A contains the identity and identifying information of third party investors. These investors have an expectation of privacy based on the parties’ Limited Partnership Agreement, which is confidential by its terms.

 

Further, if the Subject Materials are not sealed, there is a substantial probability that Defendants will suffer a competitive harm because Exhibit A will become publicly available in the court’s files of this case.

 

Neither Plaintiff Solaia Capital Management LLC nor any third parties have opposed this motion. Defendants’ interest in maintaining confidentiality overrides the public’s right of access to the LP Agreement. Further, the request to seal is narrowly tailored and no less restrictive means have been proposed or appear to exist under these circumstances.

 

Defendants shall give notice of this ruling.