Judge Teresa A. Beaudet, Case Number: 24STCP03592, Date: 2025-03-12 Tentative Ruling

ROGER T. HOGAN, et al.

Petitioners,

vs.

MILLER BARONDESS LLP, et al.,

Respondent.

Case No.:

24STCP03592

Hearing Date:

March 12, 2025

Hearing Time: 10:00 a.m.

[TENTATIVE] ORDER RE:

PETITION TO CONFIRM ARBITRATION AWARD; MOTION TO SEAL

On November 6, 2024, Petitioners Roger T. Hogan, R&C Motor Corporation, Hogan SRK, Inc., HFP, LTD., Cathie Hogan, Stephen Hogan, Roger R. Hogan, Kyle Hogan, GFB Productions LLC, and Hogan Automotive Group, Inc. (collectively, “Petitioners”) filed a Verified Petition to Confirm Arbitration Award in this action against Respondents Miller Barondess LLP (“MB”) and Toyota Motor Sales, U.S.A, Inc. (“Toyota”) (collectively, “Respondent”).

Petitioners now move for an order confirming the Arbitration Award issued by Arbitrator Richard Chernick (the “Arbitrator”) on May 31, 2022, wherein the Arbitrator (1) found MB breached the Confidential Memorandum of Understanding (“MOU”) and Confidential Settlement Agreement and Mutual Release of Claims (“CSA”) and awarded Petitioners $1 damages and $126,921 in fees and costs against MB; (2) awarded Petitioners certain declaratory relief; (3) declined to order certain specific performance; and (4) awarded Toyota $125,323 in fees and costs against Petitioners that has been fully satisfied. The petition is unopposed.

Petitioners also move to seal the unredacted February 28, 2020 MOU, March 12, 2020 CSA, and May 31, 2022 final arbitration award (“Final Award”). Respondent Toyota joins the motion to seal. Respondent MB does not oppose.

Now, the petition to confirm arbitration award and motion to seal are before the Court.

“Any party to an arbitration in which an award has been made may petition the court to

confirm, correct or vacate the award. The petition shall name as respondents all parties to the arbitration and may name as respondents any other persons bound by the arbitration award.”

“A petition under this chapter shall: (a) Set forth the substance of or have attached a copy of the agreement to arbitrate unless the petitioner denies the existence of such an agreement. (b) Set forth the names of the arbitrators. (c) Set forth or have attached a copy of the award and the written opinion of the arbitrators, if any.” (Code Civ. Proc., § 1285.4.) “If a petition or response under this chapter is duly served and filed, the court shall confirm the award as made…unless in accordance with this chapter it corrects the award and confirms it as corrected, vacates the award or dismisses the proceeding.” (Code Civ. Proc., § 1286.) Any response to the petition is required to be filed and served within 10 days after service of the petition. (Code Civ. Proc., § 1290.6.)

Generally, court records are presumed to be open unless confidentiality is required by law. (Cal. Rules of Court, rule 2.550(c).) If the presumption of access applies, the court may order that a record be filed under seal “if it expressly 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.” (Cal. Rules of Court, rule 2.550(d).)

Pursuant to California Rules of Court, rule 2.551, subdivision (b)(4), “[t]he party requesting that a record be filed under seal must lodge it with the court under (d) when the motion or application is made, unless good cause exists for not lodging it or the record has previously been lodged under (3)(A)(i). Pending the determination of the motion or application, the lodged record will be conditionally under seal.”

Petitioners’ Verified Petition to Confirm Arbitration Award (herein, the “Verified Petition”) alleges that the parties entered into a written agreement to arbitrate on February 28, 2020 and March 12, 2020; specifically, “Section 9 of the February 28, 2020 MOU and Section 9 of the March 12, 2020 CSA both require any disputes relating to those agreements to be submitted to JAMS in Orange County, California, but the arbitration took place in Los Angeles County.” (Verified Petition, ¶ 4, Ex. 4(b).) A redacted copy of each agreement is submitted with the Verified Petition as Attachment 4(b).

The Verified Petition alleges that “[t]he parties disputed their obligations under the agreements’ confidentiality and non-disparagement clauses.” (Verified Petition, ¶ 5.)

The Verified Petition further alleges that an arbitration hearing was conducted on June 21, 2021 and December 9, 2021 in Los Angeles and remotely by videoconference. (Verified Petition, ¶ 8.) On May 31, 2022, Richard Chernick issued an arbitration award wherein he (1) found MB breached the MOU and CSA and awarded Petitioners $1 damages and $126,921 in fees and costs against MB; (2) awarded Petitioners certain declaratory relief; (3) declined to order certain specific performance; and (4) awarded Toyota $125,323 in fees and costs against Petitioners that has been fully satisfied. (Verified Petition, ¶ 8.) A redacted copy of the award is submitted with the Verified Petition as Attachment 8(c).

Based on the foregoing, the Court finds that Petitioners have “set forth the substance of or have attached a copy of the agreement to arbitrate,” “[s]et forth the names of the arbitrator[],” and “[s]et forth or have attached a copy of the award and the written opinion of the arbitrators, if any.” (Code Civ. Proc., § 1285.4.) In addition, on December 18, 2024 and January 7, 2025, Petitioners filed a proof of service indicating that, inter alia, the Verified Petition was served on Respondents on November 27, 2024.

In light of the foregoing and the lack of any opposition, the Court grants Petitioners’ petition to confirm the award issued by Arbitrator Richard Chernick on May 31, 2022.

In addition to requesting an order confirming the arbitration award, Petitioners seek an order sealing the unredacted February 28, 2020 MOU, March 12, 2020 CSA, and May 31, 2022 Final Award.

As an initial matter, on November 22, 2024, Petitioners filed notice of lodgment regarding the unredacted copies of the subject documents.

Regarding the first three prongs of CRC, rule 2.550(d), Petitioners argue as following. “Petitioners and Toyota have taken great pains to preserve the confidentiality the parties bargained for, with Petitioners bringing the Arbitration in part to enforce that confidentiality. (Hogan Decl., par. 8).” (Motion 4:10-12.) “It would be perverse to require Petitioners to now disclose the very thing they fought so hard to keep confidential to confirm the Final Award, which provided Petitioners declaratory relief regarding the confidentiality that Petitioners wish to keep.” (Motion 4:12-14.) “A substantial probability of prejudice exists if the MOU, CSA, and Final Award are disclosed, unredacted, because there are consequences to Petitioners for disclosing the terms of those documents. (See, MOU at section 10(a); CSA at section 10.1.)” (Motion 4:7-10.)

As to the fourth and fifth prongs, Petitioners argue that “[t]he proposed sealing is narrowly tailored, because partially redacted versions of the MOU, CSA, and Final Award are available in the public court record with the clauses material to confirming and enforcing the Final Award unredacted.” (Motion 4:18-20.) “And there is no less restrictive means to protect confidentiality, to the extent the court requires unredacted versions of the MOU, CSA, and Final Award in order to confirm the Final Award.” (Motion 423-25.)

Respondent Toyota joins Petitioners’ motion to seal. In addition to adopting and incorporating by reference the arguments and evidence set forth in Petitioners’ motion, Respondent Toyota provides the Declaration of Jahmy S. Graham (“Graham”) in further support of the motion. Graham, attorney of record for Respondent Toyota, declares the following.

“TMS has an overriding interest that supports the sealing of these documents. The MOU, CSA, and Final Award include information that is confidential and could result in competitive harm, reputational damage, or privacy violations to TMS if disclosed to the public or unauthorized third parties. The automotive industry is an extremely competitive business. Regardless of the outcome of this action, the disclosure of the confidential information in the above-referenced documents would cause competitive harm to TMS.” (Graham Decl., ¶10.) “Sealing these documents is in the interest of justice as it will prevent the disclosure of private and confidential information that were intended to remain confidential by the parties involved. The intent behind allowing public access to judicial documents is to provide the public with means to understand the proceedings. Disclosure of the confidential terms in the MOU, CSA, and Final Award is not necessary for that understanding.” (Graham Decl., ¶12.)

Further, “[p]etitioners’ redactions to the MOU, CSA, and Final Award are narrowly tailored because the documents are only redacted as to the confidential terms/sections, and the rest of the documents are unredacted and available to the public. There is no less restrictive means to protect the confidential terms to the documents than the partial redactions as implemented by the parties.” (Graham Decl., ¶11.)

Based on the foregoing, the Court finds that the overriding interest of the parties to adhere to their contractual obligation supports sealing the settlement, and that a substantial probability exists that the interest will be prejudiced if the terms of the settlement are not sealed. The proposed sealing is “narrowly tailored” as Petitioners do not seek to seal the documents in their entirety; rather Petitioners seek to seal only confidential terms/sections. Further, as noted by Petitioners and Respondent Toyota, there is no less restrictive means to achieve the overriding interest.

In light of the foregoing and the lack of any opposition, the Court finds that there is good cause to seal the subject documents and grants Petitioners’ motion to seal.

Pursuant to California Rules of Court, rule 2.551(e), the Court directs the clerk to file this order, maintain the records ordered sealed in a secure manner, and clearly identify the records as sealed by this order. The Court further orders that no person other than the court is authorized to inspect the sealed records.

The Court grants Petitioners’ petition to confirm the arbitration award issued by Arbitrator Richard Chernick on May 31, 2022.

The Court grants Petitions’ motion to seal the unredacted February 28, 2020 MOU, March 12, 2020 CSA, and May 31, 2022 Final Award.

Superior Court of California

County of Los Angeles

Department 50