The opinion
Pacific Inv. Mgt. Co. LLC v Humboldt Ams. LLC
2024 NY Slip Op 32871(U)
August 15, 2024
Supreme Court, New York County
Docket Number: Index No. 650524/2024
Judge: Margaret A. Chan
Cases posted with a "30000" identifier, i.e., 2013 NY Slip
Op 30001(U), are republished from various New York
State and local government sources, including the New
York State Unified Court System's eCourts Service.
This opinion is uncorrected and not selected for official
publication.
INDEX NO. 650524/2024
NYSCEF DOC. NO. 258 RECEIVED NYSCEF: 08/14/2024
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK: COMMERCIAL DIVISION PART 49M
--------------·-------X
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, INDEX NO. 650524/2024
Plaintiff, 04/29/2024,
05/03/2024,
- V- 05/21/2024,
MOTION DA TE 05/21/2024
HUMBOLDT AMERICAS LLC, and PETRA
MANAGEMENT LIMITED,
MS 005 006
MOTION SEQ. NO. 007 008
Defendants.
DECISION+ ORDER ON
MOTION
-------------------X
HON. MARGARET A CHAN:
The following e-filed documents, listed by NYSCEF document number (Motion 005) 133, 134, 135, 169,
170
were read on this motion to/for SEAL
The following e-filed documents, listed by NYSCEF document number (Motion 006) 174, 175, 176, 177,
178, 179, 180
were read on this motion to/for SEAL
The following e-filed documents, listed by NYSCEF document number (Motion 007) 205, 206, 207, 208,
209,233,234
were read on this motion to/for SEAL
The following e-filed documents, listed by NYSCEF document number (Motion 008) 210, 211, 212, 213,
214,215,216,217,218,219,220,221,222,223,224,225,226,232,235
were read on this motion to/for SEAL
In this action arising from defendants Humboldt Americas LLC (Humboldt)'s
and PETRA Management Limited (PETRA, and together with Humboldt,
"defendants")'s alleged breach of a Receivable Sales Agreement (RSA), defendants
and intervenor-defendants Nuveen and Kuvare ("Majority Noteholders" or
"Required Purchasers," interchangeably) make several motions to seal various
documents pursuant to Section 216.1 of the Uniform Rules for New York State Trial
Courts. The motions are unopposed.
In Motion Sequence (MS) 5, the Required Purchasers move to seal Exhibits 2-
8 (NYSCEF #s 116-122) to Jooyoung Yeu's Affirmation in support of plaintiff Pacific
650524/2024 PACIFIC INVESTMENT MANAGEMENT COMPANY LLC vs. HUMBOLDT Page 1 of 4
AMERICAS LLC ET AL
Motion No. 005 006 007 008
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INDEX NO. 650524/2024
NYSCEF DOC. NO. 258 RECEIVED NYSCEF: 08/14/2024
Investment Management Company LLC (PIMCO)'s Opposition to the Required
Purchasers' Motion to Intervene ("the Yeu Affirmation"); Exhibits A and B
(NYSCEF #s 127-128) to Uri Itkin's Affirmation in Support of Required Noteholders
Reply in Support of the Motion to Intervene ("Itkin Reply Affirmation"); and the
unredacted version of PIMCO's Opposition to the Motion to Intervene (NYSCEF #
123; see also NYSCEF # 169, OSC for MS005).
Required Purchasers argue that these documents "contain commercially
sensitive information concerning ongoing business and settlement negotiations
amongst the parties to this case" (NYSCEF # 135, MOL MS005, at 2). More
specifically, the exhibits consist of "communications from late 2023 and early 2024
between counsel for [Required Purchasers] and counsel for [defendants] concerning
negotiations of a consensual resolution of [d]efendants' various defaults under the
contracts at issue in this case" (id). One of the exhibits consists of a PowerPoint
slide deck regarding a business deal relating to defendant PETRA (see NYSCEF #
120). The exhibits "also include non-public details regarding the Humboldt
Program's finances and operations" (id.). As for PIMCO's un·redacted brief, all
proposed redactions relate to the information in the above exhibits.
In Motion Sequence 6, defendants move to seal Exhibit A to James Balcom's
Affidavit (NYSCEF #s 167, 177) and file a public, redacted version in its stead
(NYSCEF # 178). Exhibit A is filed on the same NYSCEF number as Balcom's
affidavit and consists of a Power Point slide deck by FTI Consulting discussing the
"Humboldt Program" at issue in this case (see NYSCEF #s 167, 177). Defendants
propose to redact all of the text from all of the slides (see NYSCEF # 178).
Defendants argue that good cause exists because Exhibit A "contains highly
sensitive and confidential competitive and proprietary information regarding the
Humboldt Program and its financial condition," and that "[p]ublic disclosure ...
[would] hurt the business's ability to collect on receivables, retain their employees,
and gain business opportunities" (NYSCEF # 175, Memo of Law MS006, at 2·3).
In Motion Sequences 7 and 8, the Required Purchasers (MS007) and
defendants (MS008) move to seal and redact Exhibit B to Jooyoung Yeu's Reply
Affirmation in Support of PIMCO's Order to Show Cause for Preliminary Injunction
("Yeu's Reply Affirmation") (NYSCEF #s 184, 207, 214, Unredacted Exhibit B;
NYSCEF #s 208 & 215, Redacted Exhibit B); and to seal Exhibit C (NYSCEF #s 185
& 216) and Exhibits K·Q (NYSCEF #s 193-199, 219·225) to Yeu's Reply Affirmation.
They also seek to seal and redact PIMCO's Reply Memorandum in Support of the
same Order to Show Cause for Preliminary Injunction (NYSCEF #s 200 & 212,
Unredacted Reply; NYSCEF #s 201 & 213, Redacted Reply). Defendants alone also
additionally ask to seal and redact Exhibit D to Yeu's Reply Affirmation (NYSCEF
#s 186 & 217, Unredacted Exhibit D; NYSCEF # 218, Redacted Exhibit D). Notably,
defendants propose more extensive redactions to Exhibit B than Required
Purchasers do (compare NYSCEF # 208 with NYSCEF # 215).
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INDEX NO. 650524/2024
NYSCEF DOC. NO. 258 RECEIVED NYSCEF: 08/14/2024
The documents in Motion Sequences 7 and 8 consist of "communications from
mid-2023 through early 2024 between counsel for the [Required Purchasers] and
counsel for [defendants]," as well as a copy of the transcript Russell Schreiber's
deposition taken on May 1, 2024 (NYSCEF # 209, Required Purchasers MOL
MS007 at 2). More specifically, defendants claim Schreiber's deposition and the
Reply contain references to FTI's analysis of the Humboldt Program, while the
remaining documents relate to "confidential banking information" and "settlement
negotiations" (NYSCEF # 226, Defs. MOL MS008 at 1). Besides the transcript, most
of the exhibits consist of emails between the parties, while Exhibit D consists of a
"Humboldt asset report dated as of October 31, 2023" (see NYSCEF # 182, Yeu
Reply Aff., ,r 5).
Defendants and Required Purchasers argue that the documents in Motion
Sequences 7 and 8 should be sealed and redacted because they "include highly
sensitive and confidential competitive and proprietary information about the
Humboldt Program, as well as confidential banking information and settlement
communications" (NYSCEF # 226 at 2; see also NYSCEF # 209 at 3·4 [the
documents contain "confidential, non-public and commercially sensitive settlement
negotiations" and "significant non-public details concerning the Humboldt
Program's financial and operational state" and "discussions about potential changes
to the program's operations, structure, and governance"]).
Upon review of the documents sought to be sealed and the proposed
redactions, which pertain to ongoing confidential settlement negotiations,
proprietary business information, and confidential banking information, and are
additionally of minimal public interest, the court finds that good cause exists for the
sealing and redactions under 216.1 of the Uniform Rules of Trial Courts (see
Dawson v White & Case, 184 AD2d 246, 24 7 [1st Dept 1992] [sealing is warranted
in the absence of "any legitimate public concern, as opposed to mere curiosity, to
counter-balance the interest [a business'] partners and clients have in keeping their
financial arrangements private"]; D'Amour v Ohrenstein & Brown, LLP, 17 Misc 3d
1130[A], *20 [Sup Ct, NY County 2007] ["Sealing a court file may be appropriate to
preserve the confidentiality of materials which involve the internal finances of a
party and are of minimal public interest"]; Matter of Gordon v Vil. ofBronxville, 5
Misc 3d 1030(A) [Sup Ct, Westchester County 2004] [denying access to settlement
negotiations but allowing access to final settlement]).
While all of the documents here have good cause to be kept confidential, in
particular, the communications representing the parties' ongoing settlement
discussions must be sealed to allow the parties freedom to find an out·of·court
solution to their dispute.
Accordingly, it is
ORDERED that the motions to seal and redact (MS005, MS006, MS007, and
MS008) are granted; and it is further
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AMERICAS LLC ET AL
Motion No. 005 006 007 008
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INDEX NO. 650524/2024
NYSCEF DOC. NO. 258 RECEIVED NYSCEF: 08/14/2024
ORDERED that the Clerk of the Court is directed, upon service upon the
clerk of a copy of this Decision and Order with notice of entry, to seal Exhibits 2·8 to
the Yeu Affirmation; Exhibits A and B to the Itkin Affirmation; the unredacted
version of PIMCO's Opposition to the Required Purchasers' Motion to Intervene;
James Balcom's unredacted Affidavit; Exhibits B, C, D, K, L, M, N, 0, P, and Q to
Yeu's Reply Affirmation; and PIMCO's Reply Memorandum in Support of PIMCO's
Order to Show Cause for Preliminary Injunction (NYSCEF #s 116-123, 127-128,
167,177, 184-186, 193-200,207,21 2, 214,216-217, 219-225);andi tisfurther
ORDERED that until further order of the court, the Clerk of the Court shall
deny access to those documents (NYSCEF #s 116-123, 127-128, 167, 177, 184-186,
193-200, 207, 212, 214, 216-217, 219-225) to anyone (other than the staff of the
Clerk or the court) except for counsel of record for any party to this action, any
party, and any representative of the counsel of record for a party upon presentation
to the County Clerk of written authorization from said counsel and appropriate
identification; and it is further
ORDERED that defendants only shall file on the docket public versions of
James Balcom's Affidavit and Exhibits B & D to Yeu's Reply Affirmation
comporting with the proposed redactions (see NYSCEF #s 178, 215, 218); and it is
•further
ORDERED that service upon the Clerk of the Court shall be made in
accordance with the procedures set forth in the Protocol on Courthouse and County
Clerk Procedures for Electronically Filed Cases (accessible at the "E· Filing'' page on
the court's website at the address www.nvcourts.g ov/supctmanh).
8/15/2024
DATE
~
MARGARET A. CHAN, J.S.C.
§
CHECK ONE: CASE DISPOSED NON-FINAL DISPOSITION
GRANTED □ DENIED GRANTED IN PART □ OTHER
APPLICATION: SETTLE ORDER SUBMIT ORDER
CHECK IF APPROPRIATE: INCLUDES TRANSFER/REASSIGN FIDUCIARY APPOINTMENT □ REFERENCE
650524/2024 PACIFIC INVESTMENT MANAGEMENT COMPANY LLC vs. HUMBOLDT Page4 of 4
AMERICAS LLC ET AL
Motion No. 005 006 .007 008
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