The opinion
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
CEROVENE, INC., and DR. REDDY’S
LABORATORIES, INC.,
Plaintiffs, No. 24-CV-464 (RA)
v. ORDER
FUKUZYU PHARMACEUTICAL CO., LTD.,
Defendant.
.
RONNIE ABRAMS, United States District Judge:
On August 23, 2024, Defendant filed a memorandum of law and a declaration by Teruo Kosugi
containing the parties’ Master Services Agreement as an exhibit, in support of its motion to dismiss.
See ECF Nos. 41, 44. It filed these documents in redacted form on the public docket and also filed
unredacted versions under seal. Before the Court is Defendant’s motion to maintain the unredacted
memorandum of law, declaration, and exhibit under seal. See ECF No. 40. Plaintiffs do not oppose the
motion. See id. at 1.
“The common law right of public access to judicial documents is firmly rooted in our nation’s
history.” Lugosch v. Pyramid Co. of Onondaga, 435 F.3d 110, 119 (2d Cir. 2006). It is “based on the
need for federal courts . . . to have a measure of accountability and for the public to have confidence
in the administration of justice.” Id. (quoting United States v. Amodeo, 71 F.3d 1044, 1048 (2d Cir.
1995)). In light of these important considerations, the Second Circuit has articulated a three-part test
for evaluating whether documents submitted to a federal court may be sealed. Id. at 119–20. First, a
court must determine whether the documents at issue are judicial documents. Id. at 119. Second, the
court must assess the weight of the presumption of public access that attaches to those
documents. Id. Third, the court must “balance competing considerations against” the presumption of
access, such as “the danger of impairing law enforcement or judicial efficiency and the privacy interests
of those resisting disclosure.” Id. at 120 (internal quotation marks omitted). A court must “make
specific, rigorous findings before sealing [a] document or otherwise denying public access.” Bernstein
v. Bernstein Litowitz Berger & Grossmann LLP, 814 F.3d 132, 141 (2d Cir. 2016) (quoting Newsday
LLC v. Cnty. Of Nassau, 730 F.3d 156, 167 n.15 (2d Cir. 2013)).
As detailed further below, the Court concludes that the first and second prongs of the Lugosch
test counsel against sealing, but it will allow Defendant the opportunity to submit additional
information before it rules on the third prong of the test.
First, a motion to dismiss is undoubtedly a judicial document. See Bernstein, 814 F.3d at 142
(“A ‘judicial document’ or ‘judicial record’ is a filed item that is ‘relevant to the performance of the
judicial function and useful in the judicial process.’” (quoting Lugosch, 435 F.3d at 119)). Similarly,
documents filed in support of dispositive motions, such as Defendant’s declaration and exhibit, are
judicial documents. See Sabre Glob. Techs. Ltd. v. Haw. Airlines, No. 22-cv-7395, 2023 WL 5348883,
at *3 (S.D.N.Y. Aug. 21, 2023).
Second “a strong presumption” of public interest “attaches” to these materials because they
were “filed in connection with dispositive motions, such as a motion to dismiss.” Olson v. Major
League Baseball, 29 F.4th 59, 90 (2d Cir. 2022). Furthermore, “the portions of the submissions that
the parties seek to seal are critical to the Court’s adjudication of” Defendant’s motion to dismiss for
lack of personal jurisdiction. Turner Network Sales, Inc. v. DISH Network L.L.C., No. 17-cv-7599,
2019 WL 147372, at *1 (S.D.N.Y. Jan. 9, 2019). Defendant argues, among other things, that New
York’s long-arm statute does not provide personal jurisdiction and that Defendant does not have
sufficient minimum contacts in New York such that personal jurisdiction there would comport with
due process. See ECF No. 41 at 6–9, 14–16. In support of these arguments, Defendant explains that its
products were shipped to a state outside of New York and that its contract was governed by a choice-
of-law provision designating a non-New York forum. See id. Defendant seeks to redact the state to
which it shipped its products and the subject of the parties’ choice-of-law and forum-selection clauses.
Although the Court is inclined to deny the motion, it will give Defendant the opportunity to
present additional information regarding the third part of the Lugosch test. Defendant argues that “good
cause exists for filing the unredacted versions of these documents under seal” because they contain
“confidential business information.” ECF No. 40 at 1. Defendant also argues that it “is attempting to
comply with [the confidentiality clause of the Master Services Agreement] by seeking to file
documents referencing the agreement’s terms in redacted form.” /d. This argument is “lacking in
particularity” and does “not provide adequate support for the Court to conclude” at this time that
Defendant’s interest in maintaining confidentiality outweighs that of public access. Brandon v. NPG
Recs., Inc., No. 19-cv-01923, 2020 WL 2086008, at *11 (S.D.N.Y. Apr. 30, 2020), aff'd, 840 F. App’x
605 (2d Cir. 2020). “Although the protection of sensitive, confidential, or proprietary business
information is a countervailing interest that can militate in favor of sealing, ... conclusory statements
that documents contain confidential business information are insufficient to justify sealing.” SET Cap.
LLC v. Credit Suisse Grp. AG, No. 18-cv-2268, 2023 WL 1961280, at *1 (S.D.N.Y. Feb. 13, 2023)
(internal citations and quotation marks omitted). “Courts in this District,” moreover, “have consistently
held that [p]arties’ interest in a confidentiality agreement enacted between them is not sufficient on its
own to overcome the interest of public disclosure and transparency.” Gen. Re Life Corp. v. Am. Gen.
Life Ins. Co., No. 23-cv-05219, 2024 WL 1329381, at *5 (S.D.N.Y. Mar. 28, 2024).
Defendant is thus instructed to file a supplemental letter no later than October 8, 2024 advising
the Court—in more detail and consistent with case law—as to why its privacy interests outweigh the
public right of access.
SO ORDERED.
Dated: October 2, 2024
New York, New York / i]
Ronnie Abrams
United States District Judge