Nietsch

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF OHIO

EASTERN DIVISION

MIDWEST MOTOR SUPPLY CO., d/b/a

KIMBALL MIDWEST,

Plaintiff,

Civil Action 2:22-cv-4049

v. Judge Michael H. Watson

Magistrate Judge Chelsey M. Vascura

RICK NIETSCH, et al.,

Defendants.

OPINION AND ORDER

This matter is before the Court on Plaintiff’s unopposed motion, as supplemented,

seeking leave to file under seal its summary judgment brief and accompanying exhibits (the

“Motion to Seal”). (ECF Nos. 109, 111.) For the reasons that follow, Plaintiff’s Motion to Seal is

GRANTED in part, DENIED in part, and DENIED in part without prejudice.

BACKGROUND

One day before publicly filing a redacted version of its summary judgment materials

(ECF No. 114), Plaintiff moved for leave to file under seal (ECF Nos. 109, 111) its unredacted

summary judgment brief and certain exhibits designated confidential under a Protective Order

(ECF No. 50). Plaintiff submitted charts describing the documents it seeks to file under seal and

its rationale for sealing. (ECF Nos. 109, 111.) Upon review, the Court finds that Plaintiff has

only partially met its burden for sealing.

I. LEGAL STANDARD

There is a “‘strong presumption in favor of openness’ as to court records.” Shane Grp.,

Inc. v. Blue Cross Blue Shield of Mich., 825 F.3d 299, 305 (6th Cir. 2016) (quoting Brown &

Williamson Tobacco Corp. v. F.T.C., 710 F.2d 1165, 1179 (6th Cir. 1983)). That strong

presumption reflects the public’s “strong interest in obtaining the information contained in the

court record . . . [including] an interest in ascertaining what evidence and records” a court relies

upon for its decisions. Lipman v. Budish, 974 F.3d 726, 753 (6th Cir. 2020) (quoting Brown &

Williamson, 710 F.2d at 1180–81). Indeed, “[o]nly the most compelling reasons can justify non-

disclosure of judicial records.” Shane Grp., 825 F.3d at 305 (quoting In re Knoxville News-

Sentinel Co., Inc., 723 F.2d 470, 476 (6th Cir. 1983)). “A movant’s obligation to provide

compelling reasons justifying the seal exists even if the parties themselves agree the filings

should be sealed.” White v. Wilberforce Univ., No. 1:16-CV-1165, 2017 WL 3537233, at *2

(S.D. Ohio Aug. 17, 2017) (emphasis in original) (citing Rudd Equip. Co., Inc. v. John Deere

Constr. & Forestry Co., 834 F.3d 589, 595 (6th Cir. 2016)).

To overcome that strong presumption of openness, a party seeking to seal court records

“must show three things: (1) a compelling interest in sealing the records; (2) that the interest in

sealing outweighs the public’s interest in accessing the records; and (3) that the request is

narrowly tailored.” Kondash v. Kia Motors Am., Inc., 767 F. App’x 635, 637 (6th Cir. 2019). The

moving party must therefore “analyze in detail, document by document, the propriety of secrecy,

providing reasons and legal citations.” Shane Grp., 825 F.3d at 305–06 (quoting Baxter Int’l, Inc.

v. Abbott Labs., 297 F.3d 544, 548 (7th Cir. 2002)). These reasons and legal citations must be

sufficient for a district court to “set forth specific findings and conclusions which justify

nondisclosure to the public.” Rudd Equip. Co., Inc., 834 F.3d at 594.

II. ANALYSIS

A. Documents That Plaintiff Designated Confidential

Plaintiff’s charts indicate that it wishes to file under seal documents that it designated as

confidential or attorney’s eyes only. Those documents include three declarations; Plaintiff’s

employment agreements with the Defendants; seven of the Defendants’ five-year sales by item;

cease-and-desist letters it sent to two of the Defendants; and two deposition transcripts. (ECF No.

109, PageID # 1491–1493; ECF No. 111, PageID # 1502. As explained more fully below,

Plaintiff has not fully met its burden for sealing all these documents.

1. The Three Declarations1

Plaintiff seeks to file under seal fact and exhibit declarations that contain information

about Plaintiff’s customers, sales, and pricing and a declaration from Mark C. Zronkek that

contains information about Plaintiff’s and/or Defendants’ customers. This request is GRANTED

in part and DENIED in part without prejudice.

To the extent the three declarations contain information about customers, sales, and

pricing, Plaintiff has demonstrated that it has a compelling interest in sealing them. “Records

containing the names of customers or clients are confidential and potentially appropriate for

filing under seal.” Pro. Investigating & Consulting Agency, Inc. v. SOS Sec. LLC, No. 2:19-CV-

3304, 2022 WL 16706688, at *2 (S.D. Ohio Nov. 4, 2022) (citing Total Quality Logistics, LLC,

No. 1:19-CV-23, 2020 WL 5849408, at *2 (S.D. Ohio September 30, 2022)). Documents

containing sales information are also sufficiently confidential. See Lucid Health, Inc. v. Premier

Imaging Ventures, LLC, No. 2:20-CV-1055, 2021 WL 128956, at *2 (S.D. Ohio Jan. 14, 2021)

1 The three declarations are identified in Plaintiff’s charts as Exhibits A, B, and C to Plaintiff’s

Motion for Partial Summary Judgment.

(sealing documents containing revenue and sales data). In addition, Plaintiff has a compelling

interest in the non-disclosure of its pricing information. Frechette v. Health Recovery Servs.,

Inc., 2:19-cv-4453, 2023 WL 2236477, at *3 (S.D. Ohio Feb. 27, 2023) (finding a company’s

pricing information warranted sealing). Courts find that parties have a compelling interest in

sealing documents that contain such business information (customers, sales, and pricing) because

its disclosure can lead to a competitive disadvantage with third parties. The public also has a

limited interest in such business information, especially when it is indirectly related to the

outcome of a legal dispute. That appears to be the case here.

On the other hand, Plaintiff also indicates that it wishes to seal the fact and exhibit

declarations because they contain information about the “terms and conditions of employment in

a highly competitive industry.” Parties can, in some instances, show a compelling interest in

sealing some types of employment information. For instance, a party might be able to show a

compelling interest in sealing salary and compensation structures because its disclosure “could

place [a party] at a competitive disadvantage and harm a former employee’s privacy rights.”

TERA II, LLC v. Rice Drilling D, LLC, No. 2:19-CV-2221, 2023 WL 8566266, at *2 (S.D. Ohio

Dec. 11, 2023) (citing Young v. Provident Life & Accident Ins. Co., No. 2:21-CV-00041, 2023

WL 5837001, at *6 (M.D. Tenn. Mar. 13, 2023) (“Courts generally grant requests to seal

information about a company’s employee salary and compensation structures.”)). But other types

of employment information—hours, duties, dates of employment, time off, probationary periods,

disciplinary polices, confidentiality agreements, etc.—are not proprietary business secrets.

Plaintiff’s motion does not describe the type of employment information in the fact and

exhibit declarations that it seeks to shield. Therefore, it has not shown that it has a compelling

interest in sealing that information and that its interest in sealing it outweighs the public’s

interest to open access. Moreover, Plaintiff has not indicated how its request to seal any of the

three declarations is narrowly tailored.

Accordingly, Plaintiff’s request to file under seal the three declarations is GRANTED in

part and DENIED in part without prejudice subject to the directives below.

2. Plaintiff’s Employment Agreements with Defendants2

Plaintiff also seeks to file under seal employment agreements between it and the

Defendants. That request is DENIED without prejudice.

As explained, a party may, in some instances, have a compelling interest in sealing

certain types of information that might be found in an employment agreement, such as salary and

compensation structure. See TERA II, LLC, 2023 WL 8566266, at *2. A party may also have a

compelling privacy interest that warrants the sealing of personal information that may appear in

employment agreements such as email addresses and phone numbers. JobsOhio v. Nexient, LLC,

No. 2:24-CV-1445, 2024 WL 5365019, at *5 (S.D. Ohio Oct. 22, 2024). But parties generally do

not have a compelling interest that warrants the sealing of standard employment agreements with

ordinary contractual provisions governing employment relationships. See Shahid v. Cobb, No.

1:24-CV-67, 2024 WL 1930841, at *2 (S.D. Ohio May 1, 2024) (sealing not warranted where

document was “a standard employment agreement containing details about [the plaintiff’s] job

responsibilities, compensation, termination of the agreement, confidentiality, restrictive

covenants, and arbitration, among other terms”). Nor does Plaintiff explain how disclosure of

any of the information in the employment agreements would cause harm such that sealing might

be warranted for these specific employment agreements, or the information in them. See In re

2 The employment agreements are identified in Plaintiff’s charts as Exhibits 1–8 to Plaintiff’s

Motion for Partial Summary Judgment.

Upstart Holdings, Inc. Sec. Litig., No. 2:22-CV-2935, 2025 WL 829778, at *3 (S.D. Ohio Mar.

17, 2025) (sealing not warranted where party failed to explain any concrete harm that might

result from disclosure of a four-year old employment agreement). See also JobsOhio, 2024 WL

5365019, at *3 (sealing of five-year old services agreement not warranted where party seeking to

seal “offer[ed] only conclusory statements as to how it would be harmed” by disclosure).

Plaintiff also claims that Defendants breached restrictive covenants and other provisions

of the employment agreements. (ECF No. 114.) Therefore, this is not an instance where the

documents at issue appear to have little or no bearing on the issues in a case. Consequently, the

public’s interest in accessing them is not minimal. See JobsOhio, 2024 WL 5365019, at *4

(citing Schnatter v. 247 Grp., LLC, 3:20-cv-00003-BJB-CHL, 2020 WL 3066622, at *2 (W.D.

Ky. June 9, 2020) (denying in part a motion to seal a contract between parties where “the

exhibits are central to the allegations in the Complaint regarding breach of contract”)). In

addition, even if Plaintiff had established a compelling interest in sealing these documents that

outweighed the public’s interest, Plaintiff has not indicated how its request to seal is narrowly

tailored.

Accordingly, Plaintiff’s request to file under seal its employment agreements with

Defendants is DENIED without prejudice. Nevertheless, those employment agreements might

contain personal information that implicates privacy interests, such as addresses and other

contact information. If the employment agreements contain such personal information, Plaintiff

is to shield that information from disclosure subject to the directives below.

3. The Five-Year Sales by Item3

Plaintiff additionally seeks to file documents reflecting its information about five-year

sales by items for seven of the Defendants, presumably when they were still in Plaintiff’s

employ. Plaintiff’s request to seal these documents is GRANTED.

Plaintiff indicates that these documents contain information about Plaintiff’s customers,

sales, and pricing. Plaintiff has therefore demonstrated that it has a compelling interest in sealing

them. See Pro. Investigating & Consulting Agency, Inc., 2022 WL 16706688, at *2; Lucid

Health, Inc., 2021 WL 128956, at *2; Frechette, 2023 WL 2236477, at *3. The public also has a

limited interest in this type of business information, especially because it appears, based on

Plaintiff’s limited explanations, that this information is indirectly related to the outcome of this

matter. Moreover, although Plaintiff does not explain why its request is narrowly tailored, its

description of the documents suggests that they are itemized lists which would make redaction of

the confidential information impracticable. Accordingly, Plaintiff will be permitted to file under

seal unredacted copies of the five-year sales by item.

4. The Cease-and-Desist Letters4

Next, Plaintiff seeks to file under seal cease-and-desist letters that it sent to two

Defendants. Plaintiff indicates that these letters contain information regarding terms and

conditions of employment in a highly competitive industry. That request is DENIED without

prejudice.

3 The five-year sales by item documents are identified in Plaintiff’s charts as Exhibits 10–17,

135–138, 140–141 to Plaintiff’s Motion for Partial Summary Judgment.

4 The cease-and-desist letter are identified in Plaintiff’s chart as Exhibits 18–19 to Plaintiff’s

Motion for Partial Summary Judgment.

As previously explained, sealing some types of employment information, including salary

and compensation structure, can be appropriate in certain circumstances. See TERA II, LLC,

2023 WL 8566266, at *2. But other types of ordinary employment terms—hours, duties, dates of

employment, time off, probationary periods, disciplinary polices, confidentiality agreements,

etc.—are not proprietary business secrets. See Shahid, 2024 WL 1930841, at *2. Plaintiff does

not describe what type of employment information appears in these documents. Accordingly, it

has not shown that it has a compelling interest in sealing them.

In addition, although the Court is hampered by Plaintiff’s lack of explanation, Plaintiff

presumably sent the cease-and-desist letters to Defendants when they allegedly breached

restrictive covenants and other provisions of their employment agreements with Plaintiff. (ECF

No. 114.) It is, therefore, unclear if these documents only indirectly bear on Plaintiff’s claims.

Thus, even if Plaintiff had shown that it has a compelling interest in sealing these documents, the

Court would be unable to analyze if that interest outweighed the public’s interest. Plaintiff also

fails to explain how its request is narrowly tailored.

Because the documents are cease-and-desist letters, however, the Court considers that

they may contain personal contact information (e.g., addresses, email addresses, phone

numbers). If they contain such personal information, Plaintiff is to shield that information from

disclosure subject to the directives below.

5. The Two Deposition Transcripts5

Plaintiff also seeks to file under seal two deposition transcripts because they contain

information about Plaintiff’s customers, sales, and pricing, and the terms and conditions of

5 The deposition transcripts for Mr. Thompson and Mr. McCurdy are identified in Plaintiff’s

charts as Exhibits 114 and 116 to Plaintiff’s Motion for Partial Summary Judgment.

employment in a highly competitive industry. As was the case previously, Plaintiff has shown

that it has a compelling interest in sealing business information about its customers, sales, and

pricing that outweighs the public’s interest in open access. But as also explained, sealing is not

appropriate for all types of employment information, and Plaintiff has not described the types of

employment information in these documents that it seeks to seal. Moreover, Plaintiff does

describe how its request to seal is narrowly tailored. Accordingly, Plaintiff’s request to file under

seal the three declarations is GRANTED in part and DENIED in part without prejudice

subject to the directives below.

B. Documents That Defendants Designated Confidential

In addition, Plaintiff seeks to file under seal documents that Defendants designated as

confidential or attorney’s eyes only. These documents include the Defendants’ employment

agreements with a third party, MRO;6 “overlapping invoices” involving six Defendants;7 and

“defendant depositions.”8 (ECF No. 109, PageID # 1491–1493.)

Plaintiff does not appear to have an interest in shielding these documents from disclosure.

Rather, it is Defendants, or a third party, MRO, who do. Therefore, it is Defendants’ or MROs’

burden to meet the Shane Group standard. The parties’ Stipulated Protective Order anticipated

this situation and provides:

When a party to this Order seeks to file documents which it believes may warrant

sealing, but is not the party who may be prejudiced by the document or documents

becoming part of the public record, the filing party shall provide the potentially-

prejudiced party or parties, or any potentially-prejudiced third party or parties, with

6 Defendants’ Employment Agreements with MROS are identified in Plaintiff’s charts as

Exhibits 29–34 to Plaintiff’s Motion for Partial Summary Judgment.

7 The Overlapping Invoices are identified in Plaintiff’s charts as Exhibits 28, 35–54, 55–75, 105,

75–95, 96–99, 100–104, and 127–134 to Plaintiff’s Motion for Partial Summary Judgment.

8 The defendant depositions are identified in Plaintiff’s charts as Exhibits 106–113, 115, and 117

to Plaintiff’s Motion for Partial Summary Judgement.

written notification of its intent to file such documents at least (14) fourteen days

before doing so. After being provided such notice, the potentially harmed party or

parties will then have (7) seven days to file with the Court a motion for sealing.

(ECF No. 50, PageID # 465.) There is no indication that Plaintiff followed this procedure.

In addition, the parties’ indication—that all the documents at issue were designated as

confidential under the Stipulated Protective Order—is not compelling. See Brown & Williamson

Tobacco Corp. v. F.T.C., 710 F.2d 1165, 1180 (6th Cir. 1983) (holding that a “confidentiality

agreement between the parties does not bind the court in any way”); White, 2017 WL 3537233,

at *2 (finding the parties’ joint motion to file under seal woefully inadequate where they merely

asserted that they decided to keep the terms of their settlement confidential). Indeed, the

Protective Order itself expressly states that designation under that Order does not justify filing

anything under seal. It provides that “[r]egardless of whether the parties agree, it remains the

Court’s independent obligation to determine whether a seal is appropriate for any given

document or portion thereof. Any proposed sealing, even when compelling reasons exist, must

be narrowly tailored to serve the compelling reasons.” (ECF No. 50, PageID # 465.)

Therefore, Plaintiff’s request to seal these documents is DENIED. However, the Court

will afford Defendants or any other potentially impacted party, including MRO, an opportunity

to submit a properly supported motion for leave to file the documents in question under seal

subject to the directives below.

C. Plaintiff’s Brief in Support of Its Motion for Partial Summary Judgment

Finally, Plaintiff seeks to file under seal its brief in support of its summary judgment

motion because it “incorporate[s] and discuss[es] extensively the various materials identified as

‘CONFIDENTIAL’ and/or ‘ATTORNEYS’ EYES ONLY.’” (ECF No. 109, PageID #1490.) But

a party’s confidential designation is not dispositive. Instead, leave to seal is only permissible

when a party has met the Shane Group standard.

Plaintiff has failed to meet that standard because it has not described with any specificity

the types of information in the brief that it seeks to shield from disclosure. Nor has Plaintiff

explained how its request—sealing the brief in its entirety—is narrowly tailored. The fact that

Plaintiff later filed a redacted version confirms, at the very least, that complete sealing is

unnecessary. Accordingly, Plaintiff’s request to file under seal its brief is DENIED without

prejudice.

III. CONCLUSION

In summary, Plaintiff’s Motion to Seal is GRANTED in part, DENIED in part, and

DENIED in part without prejudice subject to the following directives.

Plaintiff is GRANTED leave to file under seal the documents reflecting five-year sales

by item (Exhibits 10–17, 135–138, 140–141).

Plaintiff is additionally GRANTED leave to file under seal customer, sales, and pricing

information in the three declarations (Exhibits A, B, C) and the deposition transcripts (Exhibits

114, 116). To the extent the employment agreements with Defendants (Exhibits 1–8) and the

cease-and desist letters (Exhibits 18–19) contain personal contact information, Plaintiff may also

file those documents under seal.

Plaintiff’s request to file under seal employment-related information in the three

declarations (Exhibits A, B, C); the deposition transcripts (Exhibits 114, 116); the employment

agreements with Defendants (Exhibits 1–8); and the cease-and-desist letters (18–19) is DENIED

without prejudice. The Court will, however, afford Plaintiff an opportunity to submit a properly

supported motion to seal the employment-related information in these documents WITHIN

FOURTEEN DAYS of the date of this Order. If no such motion to seal is filed within this

timeframe, Plaintiff shall file unredacted versions of these Exhibits under seal and then file

public copies of them that redact customer, sales, pricing, and personal information only as

discussed immediately above. Plaintiff must file the public copies that redact customer, pricing,

and personal information only WITHIN FOURTEEN DAYS of filing unredacted copies of

these documents under seal.

Likewise, Plaintiff’s request to file under seal its brief in support of its motion for

summary judgment is DENIED without prejudice. Again, Plaintiff will be afforded an

opportunity to submit a properly supported motion to seal the information in its brief that it seeks

to shield WITHIN FOURTEEN DAYS OF THE DATE OF THIS ORDER. If no such

motion to seal is filed within this time frame, Plaintiff shall publicly file an unredacted copy of

its brief. Plaintiff is cautioned that any forthcoming motions to seal must fully meet the standards

set forth by the Sixth Circuit and should be narrowly tailored, as the sealing of documents must

be no broader than necessary. See Shane Grp., Inc., 825 F.3d at 305.

Finally, Plaintiff’s request to file under seal employment agreements between Defendants

and MRO (Exhibits 29–34); overlapping invoices (Exhibits 28, 35–54, 55–75, 105, 76–95, 96–

99, 100–104; 140–141); and defendant depositions (Exhibits 106–113, 115, 117) is DENIED.

Plaintiff is, however, ORDERED to notify Defendants, MRO, and any other interested party of

its intent to file these documents by providing them with a copy of its Motion to Seal (ECF No.

109, 111) and this Order WITHIN SEVEN DAYS OF THE DATE OF THIS ORDER. Any

notified parties will have SEVEN DAYS AFTER RECEIVING NOTICE to file a properly

supported motion to seal the documents at issue. Any such motions must meet the Shane Group

standard.

IT IS SO ORDERED.

/s/ Chelsey M. Vascura

CHELSEY M. VASCURA

UNITED STATES MAGISTRATE JUDGE