Nicotera

UNITED STATES DISTRICT COURT

WESTERN DISTRICT OF NEW YORK

MASSACHUSETTS ENVELOPE COMPANY,

INC. d/b/a Grossman Marketing Group,

DECISION AND ORDER

Plaintiff,

v. 6:25-CV-06786 EAW CDH

JEANA C. NICOTERA, et al.,

Defendants

INTRODUCTION

Plaintiff Massachusetts Envelope Company, Inc. d/b/a Grossman Marketing

Group (“Plaintiff” or “Grossman”) brings this action against defendants Jeana C.

Nicotera, Brown-Eyed Girl Promotions LLC, Kathryn R. Arcuri, Samantha L. Vella,

and Chad E. Clark (collectively, “Defendants”), claiming that Defendants have

breached confidentiality and non-solicitation agreements with Plaintiff. (Dkt. 1).

Plaintiff has also filed a motion for a preliminary injunction, which is pending before

Chief District Judge Elizabeth A. Wolford. (Dkt. 4). An evidentiary hearing on

Plaintiff’s preliminary injunction motion is set for April 27, 28, and 29, 2026. (Dkt.

47).

This Decision and Order addresses a pending motion to seal filed by Plaintiff.

(Dkt. 10). Plaintiff seeks to file redacted copies of an Asset Purchase Agreement

(“APA”) between Grossman and Cooley Group, Inc. (“Cooley”) as exhibits to its

preliminary injunction motion (see Dkt. 4-2; Dkt. 4-32). Defendants have not opposed

Plaintiff’s motion to seal. For the reasons that follow, Plaintiff’s motion to seal is

granted.

BACKGROUND

This case has been referred to the undersigned for all pretrial matters

excluding dispositive motions. (Dkt. 30).

Plaintiff acquired Cooley in June of 2025 pursuant to the APA. (Dkt. 4-1 at ¶ 4;

Dkt. 4-34 at 2). Following the acquisition, Plaintiff has run Cooley as a division of

Grossman (Dkt. 4-1 at 2 n.2), which the Court will refer to as the “Cooley Division.”

Under the APA, the purchase price consists solely of quarterly earn-out

payments that Grossman makes to Cooley based on the gross profit generated by the

Cooley Division. (Id. at ¶ 6; Dkt. 4-34 at 2). As a condition of the acquisition, Plaintiff

required all Cooley employees who would continue working for the Cooley Division to

sign confidentiality and non-solicitation agreements. (Dkt. 4-1 at ¶ 7). The

agreements contain certain confidentiality obligations and restrictive covenants that

are the subject of Plaintiff’s preliminary injunction motion. (See Dkt. 4-34 at 3).

Plaintiff filed its motion for a preliminary injunction on January 5, 2026. (Dkt.

4). In support thereof, Plaintiff submitted declarations by David Grossman (Dkt. 4-1)

(the “Grossman Declaration”) and Karie Ballway (Dkt. 4-27) (the “Ballway

Declaration”). A copy of the APA is included as Exhibit 1 to the Grossman Declaration

and as Exhibit 5 to the Ballway Declaration. (See Dkt. 4-2; Dkt. 4-32).

Plaintiff filed the instant motion to seal on January 6, 2026. (Dkt. 10).

Plaintiff’s motion to seal seeks to redact certain portions of the APA on the public

docket. (Dkt. 10-1).

Defendants submitted their opposition to Plaintiff’s preliminary injunction

motion on January 23, 2026. (Dkt. 24; Dkt. 25; Dkt. 26; Dkt. 27; Dkt. 28). As part of

their opposition, Defendants submitted a declaration by defendant Jeana Nicotera.

(Dkt. 25). Nicotera’s declaration includes as Exhibit 3 (Dkt. 25-3) a redacted copy of

a document that was circulated to Cooley employees summarizing the terms of the

APA (the “APA Summary”). (See Dkt. 25 at ¶ 13). Defendants’ counsel states that the

redacted portions of the APA Summary concern information that is the subject of

Plaintiff’s motion to seal. (Dkt. 24 at ¶ 5). An unredacted copy of the APA Summary

was temporarily filed under seal as Exhibit 2 to the declaration of Defendants’

counsel, Christen Santiago, Esq. (Dkt. 24-2) (the “Santiago Declaration”).

The undersigned held a conference with the parties on March 5, 2026, at which

time Defendants stated they would not be opposing Plaintiff’s motion seal. (See Dkt.

41). The Court took the motion to seal under advisement at that time. (Id.).

DISCUSSION

In determining whether to seal filed materials, the Court conducts a three-step

inquiry:

First, the court determines whether the record at issue is a judicial

document—a document to which the presumption of public access

attaches. Second, if the record sought is determined to be a judicial

document, the court proceeds to determine the weight of the

presumption of access to that document. Third, the court must identify

all of the factors that legitimately counsel against disclosure of the

judicial document and balance those factors against the weight properly

accorded the presumption of access.

Giuffre v. Maxwell, 146 F.4th 165, 175 (2d Cir. 2025) (quotation omitted).

In addition to this common law framework, “courts must also attend to the

‘qualified First Amendment right to attend judicial proceedings and to access certain

judicial documents.’” Pers. Staffing Grp., LLC v. XL Ins. Am., Inc., No. 22-CV-10259

(JPO), 2023 WL 4304688, at *2 (S.D.N.Y. June 30, 2023) (quoting Lugosch v. Pyramid

Co. of Onondaga, 435 F.3d 110, 120 (2d Cir. 2006)). “To overcome the First

Amendment right of access, the proponent of sealing must demonstrate that closure

is essential to preserve higher values and is narrowly tailored to serve that interest.”

Bernstein v. Bernstein Litowitz Berger & Grossmann LLP, 814 F.3d 132, 144 (2d Cir.

2016) (quotation and alteration omitted).

Turning to the documents at issue here, courts have found that exhibits filed

in connection with a motion for a preliminary injunction are judicial documents

entitled to a strong presumption of public access. See, e.g., Park v. Parker, No. 1:25-

CV-00789 (MAB) (SDA), 2025 WL 3493793, *2 (S.D.N.Y. Dec. 5, 2025); Boothbay

Absolute Return Strategies, LP v. Belgische Scheepvaartmaatschappij-Compagnie

Mar. Belge SA, No. 24-CV-1445 (JGLC), 2024 WL 1097128, at *8 (S.D.N.Y. Mar. 13,

2024); Alcon Vision, LLC v. Lens.com, No. 18-CV-0407 (NG), 2020 WL 3791865, at *5

(E.D.N.Y. July 7, 2020).

However, “the possibility of competitive harm to an enterprise if confidential

business information is disclosed” is a countervailing consideration that “may

overcome even [a] strong presumption[] of public access.” In re Keurig Green

Mountain Single-Serve Coffee Antitrust Litig., No. 14-MC-2542 (VSB), 2023 WL

196134, at *3 (S.D.N.Y. Jan. 17, 2023) (collecting cases). Likewise, “the confidentiality

of sensitive commercial information” is a “higher value” that may overcome the First

Amendment presumption of public access. Samsung Elecs. Co. v. Microchip Tech.

Inc., 748 F. Supp. 3d 257, 259 (S.D.N.Y. 2024) (quotation omitted).

The basis for Plaintiff’s sealing request is that the redacted portions of the APA

contain confidential business information, the disclosure of which would put Plaintiff

at a competitive disadvantage with respect to “future contested acquisitions” as well

as its “negotiating position with any future acquisition counterparties.” (Dkt. 10-1 at

4-5). Having reviewed the unredacted copies of the APA and APA Summary, the

Court finds that the proposed redactions cover specific financial information and

other negotiated terms that are sufficiently sensitive to warrant sealing under

Plaintiff’s theory of competitive harm. Courts have granted requests to seal

confidential acquisition terms based on similar theories of harm. See, e.g., News Corp.

v. CB Neptune Holdings, LLC, No. 21 CIV. 04610 (VSB), 2021 WL 3409663, at *2

(S.D.N.Y. Aug. 4, 2021) (granting party’s request to seal confidential “acquisition

agreement” because “disclosure of the acquisition’s economic terms . . . could

disadvantage [the party] in future acquisition-related negotiations with third

parties”); AngioDynamics, Inc. v. C.R. Bard, Inc., No. 117CV00598BKSCFH, 2021

WL 776701, at *6 (N.D.N.Y. Mar. 1, 2021) (permitting redaction of “the proposed

purchase price and pricing structure of several proposals and counterproposals

during a past acquisition negotiation”).

The Court further finds that the parties’ proposed redactions are narrowly

tailored to protect Plaintiffs confidential information. The proposed redactions cover

only a small portion of the information contained within the APA and APA Summary

and will not otherwise “imped|e] the public’s ability to understand the issues before

the Court on the pending motion” for a preliminary injunction. Lutz v. Kaleida

Health, No. 1:18-CV-01112 EAW, 2024 WL 4553072, at *2 (W.D.N.Y. Oct. 23, 2024).

Accordingly, sealing of the information at issue is warranted under either of the

applicable tests.

CONCLUSION

For the foregoing reasons, Plaintiff's motion to seal (Dkt. 10) is granted. Within

14 days of entry of this Decision and Order, the parties shall provide the

undersigned’s chambers with electronic copies of the redacted and unredacted APA

and the unredacted APA Summary to arrange for the filing under seal of Exhibit 1 to

the Grossman Declaration (Dkt. 4-2), Exhibit 5 to the Ballway Declaration (Dkt. 4-

32), and Exhibit 2 to the Santiago Declaration (Dkt. 24-2).

SO ORDERED.

feller DHdlaal.

COLLEEN D.HOLLAND

United States Magistrate Judge

Dated: Rochester, New York

April 9, 2026

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