The opinion
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
-------------------------------------------------------X
BOOKENDS & BEGINNINGS LLC, on behalf
of itself and all others similarly situated,
Plaintiff,
ORDER ON LETTER MOTIONS
TO SEAL
AMAZON.COM, INC.; HACHETTE BOOK 21-cv-02584 (GHW) (VF)
GROUP, INC.; HARPERCOLLINS
PUBLISHERS L.L.C.; MACMILLAN
PUBLISHING GROUP, LLC; PENGUIN
RANDOM HOUSE LLC; SIMON &
SCHUSTER, INC.,
Defendants.
-------------------------------------------------------X
VALERIE FIGUEREDO, United States Magistrate Judge
On October 22, 2021, Plaintiff filed a letter motion to redact portions of Plaintiff’s
memoranda in opposition to Defendants’ motions to dismiss. See ECF No. 93. On November 22,
2021, Amazon filed a letter motion to redact portions of its reply memorandum of law in support
of its motion to dismiss. See ECF No. 113. The party seeking redaction in each instance bears the
burden of justifying the proposed redactions. Having reviewed both letter motions and the
proposed redactions, the motions to seal are GRANTED.1
Both letter motions to seal seek to redact discussions in the memoranda of law
concerning “specific alleged terms of Amazon’s and the Publisher Defendants’ confidential
agreements relating to the sale of print books.” See ECF No. 113 at 1; ECF No. 93 at 1. Amazon
1 For purposes of the discussion that follows, I assume the parties’ familiarity with the
facts of this case and its procedural history, both of which are recounted in my Report and
Recommendation addressing Defendants’ motions to dismiss. See ECF No. 146.
argues that disclosure of these terms would reveal commercially sensitive information, because
Amazon negotiates its agreements with each publisher individually, with the core terms
remaining confidential. ECF No. 113 at 1. Amazon contends that public disclosure of these
confidential terms would give the Publisher Defendants and the publishing industry as a whole
access to commercially sensitive information about relevant terms and conditions contained in
their competitors’ distribution agreements with Amazon. Id. Plaintiff also notes that Defendants
agreed to provide Plaintiff’s counsel access to these agreements on a confidential, attorney’s
eyes-only basis, and that Plaintiff agreed that it would seek leave to file under seal any
discussion of the terms of those agreements in its filings to the Court. ECF No. 93 at 1. A review
of the proposed redactions confirms that the redactions are limited to specific, confidential terms
of the distribution agreements between Amazon and the Publishers.
Amazon has demonstrated that disclosure of these contractual terms could harm Amazon
and/or its business partners by disadvantaging them in negotiating future distribution agreements
with publishers. Moreover, courts in this District routinely permit parties to redact commercially
sensitive information in order to protect these sorts of competitive interests. See, e.g., Rubik’s
Brand Ltd. v. Flambeau, Inc., No. 17-CV-6559 (PGG) (KHP), 2021 WL 1085338, at *1
(S.D.N.Y. Mar. 22, 2021); Gracyzk v. Verizon Commc’ns, Inc., No. 18-CV-6465 (PGG), 2020
WL 1435031, at *8-9 (S.D.N.Y. Mar. 24, 2020) (“Courts in this Circuit routinely permit parties
to redact sensitive financial information.”). And, the redactions are narrowly tailored and limited
to specific, non-public contractual terms. Given these circumstances, there are legitimate
competitive interests at stake that outweigh the public’s interest in the redacted material. Because
the redactions in the memoranda of law are reasonably tailored to protect sensitive contractual
terms, the redactions are appropriate.
CONCLUSION
Based on the standard set forth by the Second Circuit in Lugosch v. Pyramid Co., 435
F.3d 110 (2d Cir. 2006), the Court finds that the parties’ motions to seal (ECF Nos. 93 & 113)
should be GRANTED. The Court respectfully requests that the Clerk of Court terminate the
motions at ECF Nos. 93 and 113.
Date: September 9, 2022
New York, New York
Respectfully submitted,
{
\| i MX
: VS ] SS
)
VALERIE FIGUEREDO
United States Magistrate Judge