The opinion
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4 UNITED STATES DISTRICT COURT
5 NORTHERN DISTRICT OF CALIFORNIA
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7 PETER ATTIA, Case No. 23-cv-03433-HSG (LJC)
8 Plaintiff,
ORDER DENYING MOTION TO
9 v. RETAIN ATTORNEYS’ EYES ONLY
DESIGNATION
10 OURARING INC., et al.,
Re: Dkt. No. 100
Defendants.
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12 I. INTRODUCTION
13 Defendants Oura Ring, Inc. and Oura Health Ltd. (collectively, Oura) designated certain
14 materials they produced during discovery as “Highly Confidential – Attorneys’ Eyes Only”
15 (AEO). Plaintiff Peter Attia challenged a number of these designations, and Oura proceeded to
16 file the instant motion to keep these materials designated as AEO. ECF No. 100. The
17 undersigned assumes the parties’ familiarity with the factual background of this case and provides
18 a limited summary of the procedural background to contextualize the instant dispute. The matter
19 has been fully briefed and is suitable for decision without oral argument. Civil L.R. 7-1(b). For
20 the following reasons, Oura’s request to retain the AEO designation of Oura’s board materials and
21 409A valuation documents is DENIED. These documents shall remain designated as
22 “Confidential” under the terms of the Protective Order. As Plaintiff has withdrawn his challenge
23 to the AEO designation of Oura’s advisor agreements, these documents shall remain AEO. See
24 ECF No. 107-15 at 9 n.1.
25 II. BACKGROUND
26 A. The Stipulated Protective Order
27 There is a stipulated Protective Order in effect. See ECF No. 68 (Protective Order). In
1 ‘Confidential Information or Items,’ disclosure of which to another Party or Non-Party would
2 create a substantial risk of serious harm that could not be avoided by less restrictive means.” Id.
3 § 2.7. “Confidential information or items” is defined as: “information (regardless of how it is
4 generated, stored or maintained) or tangible things that qualify for protection under Federal Rule
5 of Civil Procedure 26(c).” Id. § 2.2. Rule 26(c) in turn authorizes courts, for good cause, to issue
6 orders “to protect a party or person from annoyance, embarrassment, oppression, or undue burden
7 or expense” by specifying the terms or methods of discovery permitted or by “requiring that a
8 trade secret or other confidential research, development, or commercial information not be
9 revealed or be revealed only in a specified way.” The Protective Order provides that a party
10 designating material as confidential or AEO “must designate for protection only those parts of
11 material, documents, items, or oral or written communications that qualify” and that making
12 unjustified designations exposes the designating party to sanctions. Protective Order § 5.1.
13 Material designated as AEO may only be disclosed to the receiving party’s outside counsel
14 of record; the court, its personnel, and affiliated staff such as court reporters; experts (under
15 certain conditions); and the author or recipient of the material. See Id. §§ 7.2-7.3. Material
16 designated as AEO by Oura may not be disclosed to Plaintiff. Id. § 7.3.
17 The Protective Order establishes procedures for challenging AEO or confidentiality
18 designations. The challenging party initiates the process by providing a “written notice of each
19 designation it is challenging and describing the basis for each challenge,” and the parties must then
20 meet and confer within fourteen days of service of the notice. Id. § 6.2. If court intervention is
21 necessary, the designating party must:
22 [F]ile and serve a motion to retain confidentiality under Civil Local
Rule 7 … within 21 days of the initial notice of challenge or within
23 14 days of the parties agreeing that the meet and confer process will
not resolve their dispute, whichever is earlier … Failure by the
24 Designating Party to make such a motion including the required
declaration within 21 days (or 14 days, if applicable) shall
25 automatically waive the confidentiality designation for each
challenged designation.
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Id. at § 6.3.
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B. Oura’s Motion to Retain AEO Designation
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During discovery, Oura produced its Board meeting minutes and resolutions passed by its
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Board from December 2016 to December 2023 (collectively, the Board Materials), as well as
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409A valuations of Oura Health’s stock (the 409A Valuations), but designated these documents as
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AEO. ECF No. 100 at 8. Plaintiff challenged the AEO designations. Id. at 9; ECF No. 100-1
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(Sazer Decl.) ¶¶ 3-7. The parties met and conferred but were unable to reach a resolution. See
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Sazer Decl. ¶¶ 7-9.
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Oura proceeded to file the instant motion. Oura argues that the AEO designation of the
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Board Materials is necessary because (1) they contain “extremely competitively-sensitive”
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information, such as Oura’s corporate strategies and plans for product development; (2) disclosure
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of the Board Materials would impede Oura’s Board’s ability to have “[f]rank discussions of the
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risks and challenges” to Oura’s business; and (3) they reveal the Board’s “dynamics,” such as
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alliances amongst Board members or which members dissented from certain decisions, and
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providing Plaintiff a window into these dynamics would give him an “unfair advantage” over
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other shareholders. ECF No. 100 at 10, 12-14. Oura argues that 409A Valuations must be
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designated as AEO because these documents are prepared for the Board and IRS, not shareholders
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such as Plaintiff, and contain sensitive financial information. Id. Oura contends that keeping the
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Board materials and 409A Valuations from Plaintiff, in particular, is necessary, as Plaintiff is
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currently working with Oura’s competitors and Plaintiff is hostile to Oura’s Board. Id. at 12-14.
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Lastly, Oura argues that Plaintiff has no need to review the AEO materials as many are irrelevant
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to Plaintiff’s claims and Plaintiff’s attorneys may review the documents. Id. at 15-16.
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Plaintiff disagrees, claiming that Oura has failed to show a “substantial risk of serious
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harm” if the AEO designations were downgraded and that, as the one bringing this case against
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Oura, is entitled to review the documents in order to effectively litigate his case. ECF No. 107-15
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at 13-14, 16-20. Plaintiff also argues that Oura’s motion is procedurally improper as it is untimely
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and failed to identify the documents it seek to keep designated. Id. at 12. Plaintiff requests that
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the Court award him $35,246 in sanctions for Oura’s “clearly unjustified” AEO designations. Id.
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at 21.
III. LEGAL STANDARD
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“A party or any person from whom discovery is sought may move for a protective order in
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the court where the action is pending … .” Fed. R. Civ. P. 26(c)(1). “The court may, for good
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cause, issue an order to protect a party or person from annoyance, embarrassment, oppression, or
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undue burden or expense” by limiting or forbidding discovery, specifying the appropriate method
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of discovery, restricting who has access to discovery, and, among others, “requiring that a trade
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secret or other confidential research, development, or commercial information not be revealed or
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be revealed only in a specified way.” Id. District courts have “broad discretion … to decide when
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a protective order is appropriate and what degree of protection is required.” Seattle Times Co. v.
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Rhinehart, 467 U.S. 20, 36 (1984). The party seeking protection from discovery “bears the burden
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of showing specific prejudice or harm will result if no protective order is granted” in order to
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establish good cause. Phillips ex rel. Ests. of Byrd v. Gen. Motors Corp., 307 F.3d 1206, 1210–11
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(9th Cir. 2002). “When a confidentiality designation is challenged[,] the burden of persuasion
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rests upon the designating party.” Echostar Satellite LLC v. Freetech, Inc., No. C 07-6124, 2009
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WL 8398697, at *1 (N.D. Cal. Aug. 5, 2009) (citing Phillips, 307 F.3d at 1211); see Protective
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Order § 6.3 (“The burden of persuasion in any such challenge proceeding shall be on the
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Designating Party.”). “Broad allegations of harm, unsubstantiated by specific examples or
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articulated reasoning, do not satisfy the Rule 26(c) test.” Beckman Indus., Inc. v. Int’l Ins. Co.,
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966 F.2d 470, 476 (9th Cir. 1992) (quoting Cipollone v. Liggett Grp., Inc., 785 F.2d 1108, 1121
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(3d Cir. 1986)). “Instead, the party seeking to maintain confidentiality must ‘allege specific
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prejudice or harm.’” Muench Photography, Inc. v. Pearson Educ., Inc., No. 12-cv-01927, 2013
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WL 4475900, at *3 (N.D. Cal. Aug. 15, 2013) (quoting In re Roman Cath. Archbishop of Portland
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in Oregon, 661 F.3d 417, 424 (9th Cir. 2011).
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“[I]f the court concludes that such harm will result from disclosure of the discovery
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documents, then it must proceed to balance ‘the public and private interests to decide whether
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maintaining a protective order is necessary.’” In re Roman Catholic Archbishop, 661 F.3d at 424
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(quoting Phillips, 307 F.3d at 1211). Factors to consider in weighing the public and private
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interests include:
1) whether disclosure will violate any privacy interests;
1 2) whether the information is being sought for a legitimate purpose or
for an improper purpose;
2 3) whether disclosure of the information will cause a party
embarrassment;
3 4) whether confidentiality is being sought over information important
to public health and safety;
4 5) whether the sharing of information among litigants will promote
fairness and efficiency;
5 6) whether a party benefitting from the order of confidentiality is a
public entity or official; and
6 7) whether the case involves issues important to the public.
7 Glenmede Trust Co. v. Thompson, 56 F.3d 476, 483 (3d Cir. 1995); see In re Roman Cath.
8 Archbishop, 661 F.3d at 424 (instructing courts in the Ninth Circuit to consider the Glenmede
9 factors).
10 IV. ANALYSIS
11 A. Procedural Sufficiency of Oura’s Motion
12 Plaintiff argues that Oura’s motion is procedurally deficient as it was filed too late and
13 failed to specify which documents Oura seeks to keep designated as AEO. ECF No. 107-15 at 12.
14 Neither argument is convincing. The Protective Order provides that a designating party has
15 “within 21 days of the initial notice of challenge or within 14 days of the parties agreeing that the
16 meet and confer process will not resolve their dispute, whichever is earlier” to file a motion to
17 maintain confidentiality designations. Protective Order § 6.3. The parties dispute whether
18 Plaintiff provided the operative “initial notice” on July 28, 2025 or August 14, 2025. See ECF No.
19 107-15 at 12. On August 27, 2025, Plaintiff agreed that Oura could have a “one-week extension”
20 to file their motion. ECF No. 112-2 at 6. For this agreement to mean anything, it must have been
21 for a one-week extension from twenty-one days after August 14, 2025. Based on the parties’
22 agreement, and to avoid needlessly elevating form over substance, the Court concludes that Oura’s
23 motion is not untimely. Plaintiff’s argument that Oura’s motion is procedurally deficient because
24 it fails to specify which documents Oura wants to keep AEO is similarly unpersuasive. ECF No.
25 107-15 as 12. Oura described the categories of documents at issue and cites to the AEO
26 documents whose designations Plaintiff is challenging. ECF Nos. 100 at 8-9, 100-6. This is
27 sufficient.
B. Good Cause for Designation
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The Court now addresses whether Oura has carried its burden of establishing that there is
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good cause to designate the documents at issue. Oura, as the party seeking to maintain the AEO
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designations, bears the burden of showing that specific prejudice or harm will result if the
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documents are de-designated. Phillips, 307 F.3d at 1210–11. “Broad allegations of harm,
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unsubstantiated by specific examples or articulated reasoning, do not satisfy the Rule 26(c) test.”
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Beckman, 966 F.2d at 476 (internal quotations omitted). Oura’s Chief Legal Officer, Avonte
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Campinha-Bacote, filed a declaration in support of Oura’s motion attesting to the harm that would
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result if Plaintiff had access to the Board Materials and 409A Valuations. ECF No. 100-7. He
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attests that the Board Materials contain sensitive business information, disclosure of which to
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Oura’s competitors “could be used to predict, anticipate, and undermine” Oura’s business. Id. ¶ 3.
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He explains that disclosing Board Materials would impede the Board’s ability to hold “[f]rank
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discussions of the risks and challenges” to Oura, and that selectively revealing the Board’s
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“dynamics” and allegiances between members would allow shareholders, such as Plaintiff, to
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exploit the Board and provide an unfair advantage over other shareholders without access to the
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information. Id. ¶¶ 4-5. He attests that he “strongly believe[s]” that Plaintiff’s antipathy to Oura’s
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Board, “as well as his recent affiliation with” Oura’s competitors, “would pose an intolerable risk
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of competitive harm” to Oura. Id. ¶ 20.
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Mr. Campinha-Bacote’s declaration is insufficient to establish that de-designating the
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Board Materials and 409A Valuations from AEO to confidential will cause Oura “specific
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prejudice or harm.” Phillips, 307 F.3d at 1210. Oura’s generalized claims that it might suffer
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competitive harm if the materials at issue “fell into the hands of a competitor” fails to show that
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such harm “will result” if the material is de-designated. ECF No. 100-7 ¶ 3; Phillips, 307 F.3d at
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1210–11. As Plaintiff argues, “Oura has not identified a single actual corporate strategy or
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product plan, or described how disclosure to [Plaintiff] might jeopardize that strategy or plan.”
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ECF No. 107-15 at 13-14; see Qualcomm Inc. v. Apple Inc., No. 18-mc-80134, 2021 WL 879817,
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at *3-4 (N.D. Cal. Mar. 9, 2021) (finding that a declaration explaining that de-designation of
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documents would put defendant “at a competitive disadvantage when developing current and
1 future products” and “may negatively impact [Defendant’s] business relationship with …
2 suppliers” was insufficient, and “such boilerplate justifications fall short of showing the
3 particularized harm required to maintain these documents’ confidential status”); cf. Muench, 2013
4 WL 4475900, at *4. Oura’s argument that disclosure of the Board Materials would inhibit the
5 Board from discussing business matters “with complete candor” is similarly speculative and
6 unsupported. ECF No. 100-7 ¶ 4; see Athletics Inv. Grp., LLC v. Schnitzer Steel Indus., Inc., No.
7 21-cv-05246, 2024 WL 4682307, at *4 (N.D. Cal. Nov. 4, 2024) (finding declaration attesting that
8 disclosure would undermine third party’s “ability to engage in candid discussions” was “too vague
9 and generalized … to show good cause under In re Roman Catholic Archbishop”) .
10 Oura argues that permitting Plaintiff to view the Board Materials and 409A Valuations
11 would give him an unfair advantage over other shareholders. ECF No. 100 at 14. As Plaintiff
12 notes, California law permits shareholders to examine “accounting books, records, and minutes of
13 the proceedings of the shareholders and the board and the committees of the board” under certain
14 circumstances. Cal. Corp. Code § 1601(a)(1); ECF No. 107-15 at 13. That other Oura
15 shareholders may be able to access the Board Materials undermines Oura’s argument that
16 providing access to Plaintiff would give him an unfair advantage. Moreover, Plaintiff is
17 positioned differently than other Oura shareholders. See ECF No. 107-15 at 19. He is a party to
18 this lawsuit, and as such, is entitled to discovery “regarding any nonprivileged matter that is
19 relevant to any party’s claim or defense and proportional to the needs of the case.” Fed. R. Civ. P.
20 26(b)(1). That he may obtain documents through discovery under the Federal Rules that other
21 shareholders would not have access to is not a reason to limit discovery.
22 Oura downplays that, once the documents are designated as “Confidential,” Plaintiff will
23 still be bound by the Protective Order. In relevant part, the Protective Order specifies that “[a]
24 Receiving Party may use Protected Material [including confidential material] that is disclosed or
25 produced … in connection with this case only for prosecuting, defending, or attempting to settle
26 this litigation.” Protective Order § 7.1. Once litigation has ended, the receiving party must return
27 or destroy all protected material. Id. at § 13. Oura contends that the Protective Order “does not
1 advantage and to Defendants’ detriment, without revealing the underlying information to a third
2 party,” but this is contrary to the language of the Protective Order, which explicitly permits a
3 receiving party to use Protected Material “only for prosecuting, defending, or attempting to settle
4 this litigation.” ECF No. 112 at 9; Protective Order § 7.1 (emphasis added). Defendants have
5 “little confidence” that Plaintiff will follow the Protective Order, based on Plaintiff’s relationship
6 with Oura’s competitors and Plaintiff’s antagonism towards Oura’s Board. ECF No. 112 at 8-9.
7 Although Plaintiff is in the same overall wellness field as Oura, and Plaintiff is currently working
8 with a company that develops products for enhancing sleep, Defendants have not provided any
9 concrete basis to show that Plaintiff will use confidential material to undermine Defendants or aid
10 their competitors. See ECF No. 100-7 ¶¶ 9-10. Similarly, although Oura demonstrates that
11 Plaintiff is in an antagonistic position vis-à-vis their Board—he is, after all, suing the company for
12 its alleged refusal to compensate him—Oura offers no tangible support for its speculation that
13 Plaintiff will violate the Protective Order and misuse confidential information.1 See Raner v. Fun
14 Pimps Ent. LLC, No. 22-cv-05718, 2023 WL 6461055, at *2 (W.D. Wash. Oct. 4, 2023)
15 (concluding that “[t]he hypothetical possibility” that the plaintiff would “violate the protective
16 order” was “too speculative to show that specific prejudice or harm will result from removing the
17 AEO designation”).
18 The undersigned accordingly concludes that Oura has not satisfied its burden of showing
19 that “specific prejudice or harm will result” if the Board Materials and 409A Valuations are
20 designated as “Confidential” rather that AEO. Phillips, 307 F.3d at 1210-11.
21 As Oura did not demonstrate particularized harm that would result from the disclosure of
22 the documents to Plaintiff, it need not proceed to the second step of the analysis and balance the
23 “public and private interests to decide whether maintaining” the designation is necessary. In re
24 Roman Catholic Archbishop, 661 F.3d at 424 (internal quotations omitted). However, the
25 undersigned notes that Oura’s professed need to keep the materials designated as AEO is in large
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1 The parties’ recent discovery dispute regarding the disclosure of AEO materials to Plaintiff,
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Lacey Stenson, and Paul Attia does not change this analysis. The issue in that dispute was
1 part addressed by keeping the materials confidential and the Protective Order’s strict limitation
2 || that the material may only be used in connection with this litigation. See Protective Order §§ 7.1-
3 7.2. And as Plaintiff seeks this information to evaluate Oura’s claim that it was “unaware of the
4 contract with [Plaintiff], and of the services that [Plaintiff] provided,” as well as to make informed
5 decisions regarding settlement and damages, the undersigned finds that Plaintiff seeks to
6 || downgrade the AEO designation for a “legitimate purpose.” In re Roman Catholic Archbishop,
7 || 661 F.3d at 424 1.5.
8 || Vv. | CONCLUSION
9 For the foregoing reasons, Oura’s motion to retain the AEO designation of the Board
10 || Materials and 409A Valuations is denied. These materials shall be designated as “Confidential”
11 under the Protective Order. Plaintiff's request for sanctions against Oura is denied.
12 IT IS SO ORDERED.
13 || Dated: February 17, 2026
ths | stir
2 LISA J/CISNEBOS
= 16 Un Magistrate Judge
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