The opinion
UNITED STATES DISTRICT COURT
DISTRICT OF MAINE
BETTER WAY FORD, LLC, et al., )
)
Plaintiffs )
)
v. ) 2:21-cv-00116-NT
)
FORD MOTOR COMPANY, )
)
Defendant )
ORDER ON MOTIONS TO SEAL
Pursuant to a stipulated order in a related administrative proceeding, the parties
designated certain documents and other evidence as confidential. Through two motions,
the parties ask the Court to determine whether some of the designated material may be
sealed in this matter. (Plaintiffs’ Motion, ECF Nos. 46, 47;1 Defendant’s Motion, ECF No.
56.) After consideration of the parties’ arguments and following a review of the record,
the Court dismisses as moot Plaintiffs’ motion and grants in part Defendant’s motion.
BACKGROUND
Consistent with Maine statute, this matter was stayed pending conclusion of a
related proceeding before the Maine Motor Vehicle Franchise Board. (Order, ECF No. 8.)
During the administrative proceeding, the Board Chair endorsed the parties’ Stipulated
Protective Order, which permitted the parties to designate “documents or information” to
be produced in discovery as “confidential” or “subject to protective order.” (Stipulated
Protective Order, ECF No. 51-1.) Certain confidential information could also be
1 Plaintiffs filed their motion in redacted form (ECF No. 46) and under seal (ECF No. 47).
designated as “highly confidential – attorneys only,” attorney’s eyes only,” or “attorney
only.” The designation would govern the permissible use and dissemination of the
information. The Stipulated Order outlined a process by which a party could object to
another party’s designation. The parties also agreed, and the Stipulated Order reflected,
that the Order shall apply to documents produced in this action.
Following conclusion of the administrative proceeding, Plaintiffs filed an amended
complaint. Because Plaintiffs referenced in the amended complaint certain administrative
hearing testimony that Defendant had designated as confidential, Plaintiffs filed a redacted
version of the amended complaint. (Amended Complaint, ECF No. 39.) Plaintiff also filed
the amended complaint and the referenced testimony under seal. (ECF No. 40.) In
accordance with the Court’s Procedural Order (ECF No. 42), Plaintiffs subsequently
moved to seal the complaint and the testimony. Plaintiffs, however, do not believe the
Stipulated Order requires redaction and sealing. In response to the motion, Defendant
contends that the designations made during the administrative proceeding apply to this
action, but Defendant does not oppose the unsealing of the referenced testimony or the
removal of the redactions in the amended complaint.
Defendant later moved to dismiss the amended complaint (ECF No. 50) and asked
the Court to seal two exhibits to the motion: Exhibit A, Defendant’s Sales and Service
Agreement with a Ford dealership known as Casco Bay Ford (SSA Agreement), and
Exhibit B, a letter of understanding from Defendant regarding Plaintiffs’ proposed sale of
the Casco Bay Ford dealership to a third party (the LOU). According to Defendant, Exhibit
A contains personally identifying information, including equity interests in the dealership,
and Exhibit B contains confidential and proprietary business processes and procedures and
commercial terms regarding Ford dealerships.
Plaintiffs oppose Defendant’s motion to seal. They assert that to the extent Exhibit
A consists of their personal information, they do not require or ask for the information to
be sealed. In response to Plaintiffs’ assertion, Defendant withdrew its seal request as to
Exhibit A. (Reply at 3, ECF No. 63.) Plaintiffs contend the LOU should not be sealed as
it was previously made available to individuals who are not party to the LOU and is relevant
to the disputed issues in this matter.
DISCUSSION
Defendant’s response to Plaintiffs’ motion renders the motion moot. Although
Defendant has reserved its ability to argue for the seal of documents designated as protected
under the Stipulated Order as it maintains that the designations in the administrative
proceeding apply in this action, Defendant does not oppose the unsealing of the redacted
portions of the amended complaint or Exhibit E to the amended complaint. The request to
seal, therefore, is moot.
To the extent either of the parties seeks a general ruling regarding the scope of or
applicability in this matter of the parties’ obligations under the Stipulated Order, the Court
declines to issue such a ruling. This is not a proceeding to interpret or enforce an order
entered in the administrative proceeding. Furthermore, whether a document may be sealed
is a separate issue from a party’s designation of the document as confidential pursuant to
an agreement or an order in this or another proceeding. The Court will adjudicate any
discovery or sealing issues as they arise.
The Court recognizes, however, that during the administrative proceeding, the
parties produced and generated a substantial amount of information that is relevant to and
would likely have been produced in discovery in this action. To limit future disagreement
regarding the use of the information designated as confidential or protected in the
administrative proceeding and in the interests of judicial economy, the Court will require
each party to review the information to determine which information, if any, the party
wishes to designate as confidential in accordance with the Confidentiality Order issued in
this case. The parties’ use of the information will thereafter be governed by the
Confidentiality Order.
Because Defendant has withdrawn its request to seal the SSA, the sole issue for the
Court’s determination on Defendant’s motion to seal is whether the LOU should be sealed.
Defendant filed the LOU with its motion to dismiss.
The First Circuit has acknowledged a presumption “of public access to judicial
proceedings and records.” United States v. Kravetz, 706 F.3d 47, 52 (1st Cir. 2013).
“Though the public’s right to access is vibrant, it is not unfettered. Important
countervailing interests can, in given instances, overwhelm the usual presumption and
defeat access.” Id. at 59 (quoting Siedle v. Putnam Inv., Inc., 147 F.3d 7, 10 (1st Cir.
1998)). A court must “carefully balance the presumptive public right of access against the
competing interests that are at stake in a particular case.” Id.
The LOU contains the terms that would govern Defendant’s relationship with the
prospective purchaser of the Casco Bay Ford dealership. Defendant’s proprietary and
business interests in the terms of the LOU are valid. Defendant’s interest in protecting the
information from a competitive standpoint is understandable. A review of the parties’
motion to dismiss filings suggests that, while the fact that Defendant issued the LOU might
be relevant to the motion, the substantive terms of the LOU do not appear to be material to
the parties’ arguments and thus to the Court’s decision on the motion.
“In civil cases, interests which courts have found sufficient to justify impoundment
include trade secrets and confidential business information, information covered by a
recognized privilege.” Tourangeau v. Nappi Distributors, No. 2:20-cv-00012-JAW, 2022
WL 768688, at *6 (D. Me. Mar. 12, 2022) (internal citations and quotation marks omitted).
“District courts may seal company records to prevent the records from becoming sources
of business information that might harm a litigant’s competitive standing.” Id. When
balancing the interests of the public to access judicial records and the interests of
Defendant, given that the substance of the LOU does not appear to be relevant to the motion
to dismiss and given Defendant’s valid business and proprietary interests, the Court
concludes that the seal of the LOU is supportable and appropriate at this stage of the
proceedings.
CONCLUSION
Based on the foregoing analysis, the Court orders:
1. Plaintiffs’ motion to seal is dismissed as moot. The sealed amended complaint
and Exhibit E (ECF Nos. 40, 40-1) shall be unsealed.2
2 Plaintiffs’ motion appeared to be directed to the redactions in the amended complaint and Exhibit E to the
amended complaint, which exhibit consists of the hearing testimony that is the subject of the redactions. In
its response to Plaintiffs’ motion, Defendant also cited exhibit B to the motion as including testimony
Defendant designated as protected in accordance with the Stipulated Order. (Defendant’s Response at 5,
ECF No. 51.) The portion of the hearing reflected in the exhibit does not appear to be an exhibit to the
2. Defendant’s motion to seal (ECF No. 56) is granted in part:
a. Defendant’s request to seal the SSA is withdrawn. The SSA shall not be
sealed. Within seven days of the date of this order, Defendant shall file on
the public docket a copy of the SSA, as an attachment to the motion to
dismiss.
b. The LOU shall remain sealed subject to Plaintiffs’ right to ask the Court to
revisit the issue should the substantive terms of the LOU become relevant to
future issues in the case.
3. Each party shall determine whether the party wants to designate as confidential
in accordance with the Confidentiality Order in this case any of the documents
designated as confidential or protected in the administrative proceeding. For any
such documents, on or before January 5, 2024, each party shall notify the
opposing party of the designation. The parties’ use of the documents shall
thereafter be governed by the Confidentiality Order.
NOTICE
Any objections to this order shall be filed in accordance with Federal Rule of Civil
Procedure 72.
/s/ John C. Nivison
Dated this 15th day of December, 2023. U.S. Magistrate Judge
amended complaint or subject of the redactions in the amended complaint. Accordingly, the Court does
not address exhibit B to the motion to seal. As referenced above, Plaintiffs’ motion appears on the docket
in a redacted form and under seal. (See footnote 1.) To avoid confusion and to avoid the inadvertent
unsealing of information not directly addressed in Plaintiffs’ motion to seal and this order, this order rules
on the redacted motion (ECF No. 46). The sealed motion (ECF No. 47) shall be dismissed as moot and
remain sealed.