The opinion
Michalowicz v EDP Renewables N. Am. LLC
2025 NY Slip Op 31520(U)
April 26, 2025
Supreme Court, New York County
Docket Number: Index No. 659615/2024
Judge: Andrea Masley
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.
FILED: NEW YORK COUNTY CLERK 04/28/2025 11:32 AM INDEX NO. 659615/2024
NYSCEF DOC. NO. 132 RECEIVED NYSCEF: 04/26/2025
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK: COMMERCIAL DIVISION PART 48
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CANDICE MICHALOWICZ, RICHARD DOVERE, C2 INDEX NO. 659615/2024
ELEKTRA HOLDINGS LLC, and EDPR NA DISTRIBUTED
GENERATION LLC F/K/A C2 OMEGA LLC,
MOTION DATE -
Plaintiffs,
MOTION SEQ. NO. 004
-v-
EDP RENEWABLES NORTH AMERICA LLC, EDPR NA DECISION + ORDER ON
DG HOLDING LLC, GUSTAVO GOMES MONTEIRO, MOTION
SANDHYA GANAPATHY, MEREDITH JAYNE BERGER
CHAMBERS, PEDRO PIRES JOAO, and NUNO ESCAJA
GONCALVES
Defendants.
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HON. ANDREA MASLEY:
The following e-filed documents, listed by NYSCEF document number (Motion 004) 93, 94, 95, 96, 97,
98, 99, 100, 101, 102, 103, 104, 105, 106, 107, 108, 109, 110, 111, 112, 113, 114, 115, 116, 117, 119,
121, 122, 123, 124
were read on this motion to/for SEAL .
In motion sequence number 004, defendants EDP Renewables North America
LLC, EDPR NA DG Holding LLC, Sandhya Ganapathy, Meredith Jayne Berger
Chambers, Pedro Pires Joao, and Nuno Escaja Goncalves (collectively, Movants) move
pursuant to the Uniform Rules of the New York State Trial Courts (22 NYCRR) § 216.1
to redact the following documents:
1. January 2021 Summary Business Plan (NYSCEF Doc. No. [NYSCEF] 47, 61),1
2. Amendment No. 3 to the Membership Interest Purchase and Sale Agreement
(MIPSA) (NYSCEF 48, 62),2
1 The redacted public version is at NYSCEF 97.
2 The redacted public version is at NYSCEF 99.
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Motion No. 004
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3. The ICC Acknowledgment of Receipt in Put Call Matter (NYSCEF 52, 66),3
4. The ICC Expert Rules Request in Earnout Matter (NYSCEF 53, 67),4
5. The Dovere Arbitration Deposition Transcript Excerpts (NYSCEF 69),5
6. Dovere Executive Employment Agreement (NYSCEF 71),6
7. Michalowicz Executive Employment Agreement (NYSCEF 72),7
8. April 20, 2022, Letter regarding acquisition (NYSCEF 80, 82),8
9. EDPNRs’ entities MOL supporting their Motion to Dismiss (NYSCEF 55, 84),9
and
10. Individual defendants’ MOL supporting their Motion to Dismiss (NYSCEF 78,
83).10
The motion is unopposed. There is no indication that the public has an interest in
this matter.
Legal Standard
“Under New York law, there is a broad presumption that the public is entitled to
access to judicial proceedings and court records.” (Mosallem v Berenson, 76 AD3d
345, 348 [1st Dept 2010] [citations omitted].) The public’s right to access is, however,
not absolute, and under certain circumstances, “public inspection of court records has
been limited by numerus statutes.” (Id. at 349.) One of those statutes is §216.1 (a) of
3 The redacted public version is at NYSCEF 101.
4 The redacted public version is at NYSCEF 103.
5 The redacted public version is at NYSCEF 105.
6 The redacted public version is at NYSCEF 109.
7 The redacted public version is at NYSCEF 111.
8 The redacted public version is at NYSCEF 107.
9 The redacted public version is at NYSCEF 113.
10 The redacted public version is at NYSCEF 115.
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Motion No. 004
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FILED: NEW YORK COUNTY CLERK 04/28/2025 11:32 AM INDEX NO. 659615/2024
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the Uniform Rules for Trial Courts, which empowers courts to seal documents upon a
written finding of good cause. It provides:
“Except where otherwise provided by statute or rule, a court shall not enter
an order in any action or proceeding sealing the court records, whether in
whole or in part, except upon a written finding of good cause, which shall
specify the grounds thereof. In determining whether good cause has been
shown, the court shall consider the interests of the public as well as of the
parties. Where it appears necessary or desirable, the court may prescribe
appropriate notice and opportunity to be heard.” (22 NYCRR § 216.1.)
The “party seeking to seal court records has the burden to demonstrate
compelling circumstances to justify restricting public access” to the documents.
(Mosallem, 76 AD3d at 349 [citations omitted].) Good cause must “rest on a sound
basis or legitimate need to take judicial action.” (Danco Lab Ltd. v Chemical Works of
Gedeon Richter, Ltd., 274 AD2d 1, 8 [1st Dept 2000] [internal quotation marks omitted].)
Discussion
Movants assert that the January 2021 Summary Business Plan, Amendment No.
3 to the MISPA, the ICC Acknowledgment of Receipt in Put Call Matter, the ICC Expert
Rules Request in Earnout, and the April 20, 2022 Letter contain commercially sensitive
nonpublic information, including specific details concerning earnout payments, multi-
year megawatt targets, and earnout valuation. They also contend that the EDPR
entities and individual defendants’ MOL quote and/or discuss the commercially sensitive
information contained in the documents above. (NYSCEF 117, LoTurco aff ¶ 10.)
In the business context, courts have sealed records where the disclosure of
documents “could threaten a business’s competitive advantage.” (Mosallem, 76 AD3d
at 350 [citations omitted].) Records concerning financial information may be sealed
where there has not been a showing of relevant public interest in the disclosure of that
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information. (See Dawson v White & Case, 184 AD2d 246, 247 [1st Dept 1992].)
Movants have demonstrated good cause to redact the January 2021 Summary
Business Plan, Amendment No. 3 to the MISPA, the ICC Acknowledgment of Receipt in
Put Call Matter, the ICC Expert Rules Request in Earnout, the April 20, 2022 Letter
regarding acquisition, and the EDPR entities and individual defendants’ MOL because
the information contained in these documents would harm Movants’ competitive
advantage now and in future negotiations if disclosed. Accordingly, these documents
shall be redacted.
Movants assert that the Dovere arbitration deposition transcript excerpts, the
Dovere Executive Employment Agreement, and the Michalowicz Executive Employment
Agreement contain sensitive personal information regarding the Dovere family,
addresses, and salary, and Michalowicz’s salary.
A party “ought not to be required to make their private financial information public
... where no substantial public interest would be furthered by public access to that
information.” (D’Amour v Ohrenstein & Brown, 17 Misc 3d 1130 [A], 2007 NY Slip Op
52207[U], *20 [Sup Ct, NY County 2007] [citations omitted].) Movants have
demonstrated good cause to redact the Dovere arbitration deposition transcript
excerpts, the Dovere Executive Employment Agreement, and the Michalowicz
Executive Employment Agreement because these documents contain private financial
information in which the public does not have a substantial interest. Additionally, there
is good cause to redact a witness’s address. (See MBIA Ins. Corp. v. Countrywide
Home Loans, Inc., 2013 WL 450030,*4–7 [Sup Ct, NY County 2013] [finding good
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Motion No. 004
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cause to redact witnesses’ home addresses].) Accordingly, the unredacted copies of
these documents should be sealed.
Accordingly, it is
ORDERED that motion sequence number 004 is granted; and it is further
ORDERED that the County Clerk, upon service of this order, is directed to seal
NYSCEF 47, 48, 52, 53, 55, 61, 62, 66, 67, 69, 71, 72, 78, 80, 82, 83 and 84; and it is
further;
ORDERED that the County Clerk shall restrict access to the sealed documents
with access to be granted only to authorized court personnel and designees, the parties
and counsel of record in this action, and any representative of a party or of counsel of
record upon presentation to the County Clerk of written authorization from counsel; and
it is further
ORDERED that movant shall serve a copy of this order on the County Clerk in
accordance with the procedures set forth in the Protocol on Courthouse County Clerk
Procedures for Electronically Filed Cases (accessible at the “E-Filing” page on the
court’s website at the address www.nycourts.gov/supctmanh)]; and it is further
ORDERED that if any party seeks to redact identical information in future filings
that the court is permitting to be redacted here, that party shall submit a proposed
sealing order to the court (via SFC-Part48@nycourts.gov and NYSCEF) instead of filing
another seal motion; and it is further
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Motion No. 004
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FILED: NEW YORK COUNTY CLERK 04/28/2025 11:32 AM INDEX NO. 659615/2024
NYSCEF DOC. NO. 132 RECEIVED NYSCEF: 04/26/2025
ORDERED that this order does not authorize sealing or redacting for purposes of
trial or other court proceedings on the record, e.g., arguments on motions.
4/26/2025
DATE ANDREA MASLEY, J.S.C.
CHECK ONE: CASE DISPOSED X NON-FINAL DISPOSITION
□
X GRANTED DENIED GRANTED IN PART OTHER
APPLICATION: SETTLE ORDER SUBMIT ORDER
□
CHECK IF APPROPRIATE: INCLUDES TRANSFER/REASSIGN FIDUCIARY APPOINTMENT REFERENCE
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