Judge: Nathan Vu, Case: 2021-01233896, Date: 2023-05-15 Tentative Ruling

Motion to Seal

 

Defendants Kairos Manford Private Equity Fund I LP’s; K-M GP Ltd’s; Kairos Investment Management Company, LLC’s; Manford Technologies Holding Limited Partnership’s; and Carl Chang’s Motion to Seal is GRANTED in part and DENIED in part.

 

The court ORDERS that only the following shall be sealed:

 

  1. Exhibits A, C, and D to the Declaration of Carl Chang in Support of Defendants’ Motion for Summary Judgment, or in the Alternative, Summary Adjudication; and

 

  1. Attachment 4 to Exhibit 21 to Exhibit E, Exhibit H, and Attachment 4 to Exhibit 21 to Exhibit J to the Declaration of Maryam Arshad in Support of Defendants’ Motion for Summary Judgment, or in the Alternative, Summary Adjudication.

 

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 certain portions of documents filed in conjunction with their Motion for Summary Judgment, or in the Alternative, Summary Adjudication (MSJ).

 

Specifically, Defendants seek to seal:

 

1)   portions of the Declaration of Carl Chang in Support of MSJ and Exhibits A-D attached thereto;

 

2)   portions of the Declaration of Maryam Arshad in Support of the MSJ and Exhibits E-K attached thereto;

 

3)   portions of the Notice of Motion and Motion for MSJ that refer to items in the first two categories; and

 

4)   portions of the Separate Statement of Undisputed Facts in Support of the MSJ that refer to items in the first two categories.

 

Standard for Motion to Seal

 

“Unless confidentiality is required by law, court records are presumed to be open.” (Cal. Rules of Court, rule 2.550(c); see In re Marriage of Tamir (2021) 72 Cal.App.5th 1068, 1078 [public’s right of access to court records based on both common law right of access to public documents, as well as constitutional right grounded in the First Amendment].)

 

To seal a record, the moving party must file a motion for such relief, along with a memorandum and a declaration containing facts sufficient to justify the sealing. (Cal. Rules of Court, Rule 2.551, subd. (b)(1).) The motion must be served on all parties, and unless the court orders otherwise, a complete copy of the document must be served on all other parties that already possess copies, along with the redacted version. (Cal. Rules of Court, Rule 2.551, subd. (b)(2).)

 

To grant a motion to seal, the court must expressly find that:

 

  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.

 

(Cal. Rules of Court, Rule 2.550, subd. (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).

 

In the last of the above cited cases, the Court of Appeal explained that a contractual duty not to disclose contract terms can be sufficient to constitute an overriding interest. (See Universal City Studios, Inc. v. Superior Court, supra, 110 Cal.App.4th at pp. 1283-84 [“We agree with defendant that its contractual obligation not to disclose can constitute an overriding interest within the meaning of rule 243.1(d)”].)

 

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.)

 

The requirements of Rule 2.550 have been met with respect to Exhibits A, C, and D to the Declaration of Carl Chang in Support of the MSJ, and Attachment 4 to Exhibit 21 to Exhibit E, Exhibit H, and Attachment 4 to Exhibit 21 to Exhibit J to the Declaration of Maryam Arshad in Support of the MSJ.

 

The court finds that Defendants have shown an overriding interest exists in that these documents are either agreements that contain a provision requiring that their terms be kept confidential or that they are documents that contain valuable financial analysis and trade secrets and were shared pursuant to a confidentiality provision in an agreement. These interests overcome the right of public access to the information contained in the subject documents and support the sealing of the documents.

 

The court also finds that Defendants have shown that a substantial probability exists that the overriding interest will be prejudiced if the records are not sealed, that the proposed sealing is narrowly tailored, and there are no less restrictive means to achieve the overriding privacy interest. The court further finds that the requirements of Rule 2.551 have been met as to these documents

 

As to the remainder of the items to be sealed, Defendants have not made the showing required by Rules 2.550. Defendants’ explanation of the overriding interest is either conclusory and lacks sufficient detail to make out the showing required, or does not constitute an overriding interest at all.

 

For example, with respect to portions of the deposition transcript of Carl Chang, (see Arshad Decl., Exh. E), Defendants argue that some portions are irrelevant, which does not create an overriding interest. Defendants also argue that other portions fall under a confidentiality provision and constitute private personal information, but fail to explain how.

 

Many of the items that Defendants seek to seal relate to mundane topics that Defendants would prefer not to make publicly available, such as communications making introductions between individuals. However, these do not constitute an overriding interest sufficient overcome the public’s right to access.

 

Finally, to the extent that Defendants wish to remove confidential personal information that is unnecessary to support the MSJ, such as phone numbers or electronic mail addresses, Defendants could have simply omitted or redacted them from their filings. This would have been preferable to filing hundreds of pages of documents and then seeking to seal the vast majority of them.

 

Plaintiffs shall give notice of this ruling.