“Because there is a ‘strong presumption toward public disclosure of court files and documents,’ courts resolving such motions have placed the burden on the party seeking confidentiality to show good cause for keeping the documents from public view.”
How later courts described this case
- “Because there is a ‘strong presumption toward public disclosure of court files and documents,’ courts resolving such motions have placed the burden on the party seeking confidentiality to show good cause for keeping the documents from public view.”
Written by the judges who cited it.
The opinion
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
JOSE LUIS ACOSTA, et al., )
) No. 22 CV 1458
Plaintiffs, )
)
v. ) Magistrate Judge Young B. Kim
)
BOARD OF TRUSTEES OF UNITE )
HERE HEALTH, et al., )
) August 12, 2024
Defendant. )
MEMORADUM OPINION and ORDER
Plaintiffs, former and/or current participants of health insurance plans the
Board of Trustees of Unite Here Health (the “Board”) administers for the benefit of
various union members (“UHH Fund”), are suing the Board for breaching its
fiduciary duty and loyalty to the members it serves. Plaintiffs claim that the Board
incurred excessive administrative costs for administering certain insurance plans.
Before the court is Plaintiffs’ motion to de-designate certain documents marked as
“confidential” and filed provisionally under seal so that they may be unsealed. For
the following reasons, the motion is granted:
Procedural History
In July 2023 the Board moved the court to enter a confidentiality order in
this case so that it could produce “confidential information to defend [itself] against
Plaintiffs’ claim” that its members breached their fiduciary duty and loyalty, which
might include protected health information. (R. 40, Def.’s Mot. at 2-3.) At that
time, the Board informed the court that there was no risk of “over-designat[ing]
information as confidential [because the] proposed Confidentiality Order envisions a
process by which parties can challenge designations.” (Id. at 4.) Over Plaintiffs’
opposition, the court granted the motion and entered the Confidentiality Order on
August 15, 2023. (R. 45.) The Confidentiality Order, (R. 40-1), allows the parties to
designate documents “confidential” to limit and control the disclosure of these
documents. (R. 40-1 ¶ 5.) However, this order “does not, by itself, authorize the
filing of any document under seal. Any party wishing to file a document designated
as Confidential Information in connection with a motion, brief or other submission
to the Court must comply with LR 26.2.” (Id. ¶ 7.)
In April 2024 Plaintiffs moved to certify a class. (R. 76.) In connection with
that motion, Plaintiffs filed 61 attachments. (Id.) Among these attachments are
documents the Board designated as “confidential.” Along with the motion to certify
a class, Plaintiffs moved to de-designate their attachments marked as Exhibit
Nos. 62-79 and 88-91, filed provisionally under seal, so that they can be unsealed.
(R. 77.) In its May 2024 response to the motion (R. 85), the Board agreed to
de-designate the “confidential” designation for Exhibit Nos. 74-78, 88, and 90,1 but
insists that Exhibit Nos. 62-73, 79, 89, and 91 (collectively, “the Subject Exhibits”)
must remain under seal. The following month, Plaintiffs filed their reply in support
of their motion and argued that the Board failed to show good cause for the Subject
1 Because of this concession, Plaintiffs then refiled Exhibit Nos. 74-78, 88, and 90
as public documents. (R. 89.) The court appreciates that Plaintiffs wanted to act
quickly before the Board could change its mind, but filing duplicate documents and
unnecessarily crowding the docket is not favored. The clerk’s office is able to unseal
portions of the record when ordered without difficulty.
Exhibits to remain sealed. On June 20, 2024, the motion was referred to this court
for resolution and for supervision of discovery. (R. 96; R. 97.)
Analysis
The court agrees with Plaintiffs that the Board fails to carry its burden of
showing good cause to keep the Subject Exhibits under seal because it offers only
generalities and conclusory assertions of harm if the information reflected in the
Subject Exhibits is made public. Although the court does not require a document-
by-document, deep-dive analysis on why information reflected therein must remain
confidential, here the Board did very little to connect the proverbial dots between
the Subject Exhibits and its conclusion that their public disclosure would impair its
operation. As the party seeking to keep the documents under seal, the Board bears
the burden to show good cause to shield them from public view. Life Spine, Inc. v.
Aegis Spine, Inc., No. 19 CV 7092, 2022 WL 1307111, *2 (N.D. Ill. May 2, 2022)
(citing Heraeus Kulzer, GmbH v. Biomet, Inc., 881 F.3d 550, 566 (7th Cir. 2018)
(“Because there is a ‘strong presumption toward public disclosure of court files and
documents,’ courts resolving such motions have placed the burden on the party
seeking confidentiality to show good cause for keeping the documents from public
view.”)). As the Seventh Circuit instructs, “very few categories of documents are
kept confidential once their bearing on the merits of a suit has been revealed.”
Baxter Int’l, Inc. v. Abbott Labs., 297 F.3d 544, 546 (7th Cir. 2002).
The court appreciates that the Board did not enter this litigation voluntarily
and should be allowed to carry out its operation without having to disclose publicly
what it has maintained as private information up to now. That said, once litigation
starts and there is reasonable basis for the case to be maintained, the court has an
obligation to ensure that its work—including the bases for orders it enters—is made
public. This obligation is difficult to meet when litigants file heavily redacted
submissions and exhibits in support of their filings under seal.2 For that reason,
even unwilling litigants must show good cause as to why documents must be
concealed from the public. With these principles in mind, the court turns to the
Subject Exhibits and addresses them below.
A. Meeting Minutes
These minutes are not entitled to be sealed from the public. First, the
information reflected therein is stale. Exhibit Nos. 62-65, 77, and 89 appear to be
minutes from various Board and Executive and Audit Committee meetings held in
Chicago, Las Vegas, and Monterey, California, and Exhibit No. 79 appears to be a
presentation of material used at one of the meetings. The earliest meeting took
place 15 years ago in 2009 and even the most recent meeting took place more than
4 years ago in 2020. And as Plaintiffs correctly point out in their motion, which the
Board does not dispute, individuals who are not part of the Board or UHH Fund
attended some of these meetings. (See R. 77-1, Pls.’ Mem. at 9.) For example,
individuals representing Locals 1, 11, 100, 226, and 450 attended the Board
meeting held on March 13, 2019, at the Mirage in Las Vegas, (R. 78-9), and the
2 The court includes information from the Subject Exhibits only to the extent
necessary in this opinion, even though they are still under seal and will remain so
until the Board’s time to file its objection to this order expires on August 26, 2024.
See Fed. R. Civ. P. 72(a).
Board does not assert in its response that these individuals agreed to some form of
confidentiality before attending the meeting.3
More importantly, the Board fails to show how the disclosure of these specific
minutes will negatively impact its administration of the UHH Fund. The Board
argues that the minutes include “detailed financial information . . . as well as
strategic discussions.” (R. 85 at 12 (Redacted Version).) The court has reviewed the
materials to which the Board cites in its response, but it is not apparent why the
availability of the particular information in these minutes on the docket can harm
its operation. The issue before the court is not whether the Board’s minutes as a
category should be made public in this case or in future, but whether the specific
minutes Plaintiffs attach to their motion for class certification must remain sealed.
The Board also argues that “[p]ublic disclosure of UHH internal meeting
minutes would not only discourage candid discussion in future meetings, but would
also permit UHH competitors, vendors, and employers to use confidential financial
information to seek an advantage in negotiating with UHH (for vendors and
employers) and competing with UHH (for competitors).” (Id.) Again, the Board
does not explain the nexus between the public disclosure of information included in
Exhibit Nos. 62-65, 77, 79, and 89 and harm to its operation. The court further
rejects the notion that public disclosure of the minutes would “discourage candid
discussion in future meetings.” The members of the Board and outside
3 When a document is filed under seal on the docket, access to the document is
restricted to authorized court personnel. This is another reason why sealed
documents pose a problem for courts when rendering decisions, especially if courts
relied on those documents.
professionals who attend these meetings have ethical, professional, and fiduciary
obligations to union members in the service industry and the objective of the Board
is to provide them with health and other benefits. The court declines to accept that
the Board would not carry out its responsibilities because minutes from a meeting
many years ago are publicly available on a court docket.
B. Financial “Dashboards”
These “dashboards” are not entitled to remain sealed. Exhibit Nos. 66-73 are
titled “Welfare Fund Dashboards,” and they include information from fiscal years
2015-16 through 2022-23. As with the meeting minutes, the Board fails to grapple
with the information included in these exhibits and explain why they must remain
under seal. Instead, the Board in its response merely relies on the fact that it
properly designated them as “confidential.” But the court is not bound by the
Board’s designation and is obligated to inquire whether documents must remain
under seal.
The court focuses on Exhibit No. 73 because it includes the most recent
information, for fiscal year 2022-23. A review of this exhibit shows that it is a
20-page exhibit, including a title page, “Welfare Fund Dashboards, Fiscal Year
22-23: 12 Months April through March.” Page 2 shows a bar graph comparing UHH
Fund’s total assets and reserve in millions by months. Pages 3 and 4 show a list of
“Total Fund Results” relating to the year’s surplus and UHH Fund’s performance
based on the budget forecast for the fiscal year and the total amount budgeted and
expended. The following page, Page 5, is a breakdown of the surplus among the 15
Plans the Board administers and Pages 5 through 20 show the breakdown of total
amounts budgeted and expended for each of the 15 Plans. Like the meeting
minutes, the Board fails to explain how public disclosure of these aggregate figures
can harm its operation or “provide employers with leverage in negotiating rates and
variances with” UHH Fund, resulting in harm to “participants.” (R. 85 at 13.) The
“employer leverage” argument is particularly perplexing because the Board is
“made up of an equal number of employer and union representatives,” (R. 85-1 at 1).
At bottom, the Board fails to meet its burden to show good cause why its dashboard
exhibits should remain under seal.
C. Robert M. Simon
Simon’s deposition testimony reflected in Exhibit No. 91 is also not entitled to
remain under seal. Plaintiffs deposed Simon—the Chief Underwriter for Unite
Here Health and its Rule 30(b)(6) designee—in March 2024, and Exhibit 91 includes
pages 1-16, 21, 44-59, 123-26, 174-76, 180, 189-92, and 201-04 from his deposition
transcript. However, only pages 16, 21, 44-59, 123-26, 174-76, 180, and 189-92
reflect any substantive testimony. Notably though, the Board references only pages
46 and 47 in its response opposing Plaintiffs’ motion. (R. 85 at 13 at 13.) And the
Board asserts that Simon’s testimony pertaining to UHH Fund’s “application and
modeling of reserve targets would allow UHH competitors to . . . undercut UHH or
. . . mimic UHH’s business model.” (Id. at 13-14.) Yet again, the Board fails to
explain what it means by “undercut” and why other funds’ mimicking UHH Fund’s
“business model” may prejudice union members who receive medical benefits
through UHH Fund.
Conclusion
For the foregoing reasons, Plaintiffs’ motion to de-designate the Subject
Exhibits as confidential and unseal them is granted.
ENTER:
I. rw 4 b ssonsmt
foy ng B. Kim
(ited States Magistrate Judge