Judge: Nathan Vu, Case: 30-2021-01233896, Date: 2022-12-05 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 sell is GRANTED.

Exhibit C of the Declaration of Maryam Arshad in Support of Defendants’ Opposition to Plaintiff’s Motions to Compel Further Responses to Discovery filed 09/27/2022 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 C to the Declaration of Maryam Arshad in support of Defendants’ Opposition to Plaintiffs’ Motions to Compel.

Defendants seek an order sealing the Manford Fund Limited Partnership Agreement (LP Agreement). Defendants have shown the required facts necessary to seal a record.

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.

(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.)

On 03/14/2022, the court granted Defendants’ motions to seal two similar documents. The LP Agreement, like the two other documents, is protected by a confidentiality provision. Here, Defendants have established that there is an overriding interest to justify sealing the LP Agreement in order to avoid beaching the confidentiality provision and to avoid competitive harm to Defendants. Further, if the LP Agreement is not sealed, there is a substantial probability that the Defendants will breach the confidentiality agreement and that Defendants will suffer a competitive harm because the LP Agreement 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 avoiding a breach of the LP Agreement and 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 in these circumstances.

Defendants shall give notice of this ruling.