United States District Court, S.D. Georgia, Augusta Division
RANDAL HALL, UNITED STATES DISTRICT COURT CHIEF JUDGE
the Court are the parties' motions to file under seal
(docs. 21, 24, 27) and Plaintiff's motion to unseal the
Dealership Agreement (doc. 26).
case revolves around a dealership agreement that the parties
executed in 2008 ("Dealership Agreement").
Plaintiff brought suit for breach of contract in the Superior
Court of Richmond County, Georgia on November 16, 2017. (Doc.
1-1.) After removing the case to this Court, Defendant moved
to seal the Dealership Agreement, which was attached to
Plaintiff's complaint. The Court found Defendant's
privacy interest in the Dealership Agreement outweighed the
historical presumption of public access. (Doc. 9.)
February 19, 2018, Plaintiff filed a motion for summary
judgment. Attached to its motion was an updated version of
the Dealership Agreement ("Draft Dealership
Agreement"). (Doc. 17-2.) Defendant moves to file the
"Serial Detail Report" under seal and to seal the
Draft Dealership Agreement. (Doc. 21.) Plaintiff opposes
sealing the Draft Dealership Agreement and further moves to
unseal the original Dealership Agreement. (Doc. 26.)
Plaintiff also moves to file under seal Exhibits 10-13 of
Brett Arrowood's Supplemental Affidavit and the
"Sales Tax Report." (Docs. 24, 27.)
motion to seal, courts determine good cause by balancing the
historical presumption of access against the movant's
privacy interests. Bridgestone/Firestone, Inc., 263
F.3d at 1311; Newman v. Graddick, 696 F.2d 796, 803
(11th Cir. 1983) . Courts consider, among other things: (a)
whether allowing access would impair court functions or harm
legitimate privacy interests; (b) the degree of and
likelihood of injury if the documents were made public; (c)
the reliability of the information; (d) whether there will be
an opportunity to respond to the information; (e) whether the
information concerns public officials or public concerns; and
(f) the availability of a less drastic alternative.
Romero v. Drummond Co., Inc., 480 F.3d 1234, 1246
(11th Cir. 2005).
Plaintiff's Motions to Seal and Unseal
moves to file under seal Exhibits 10-13 of Brett
Arrowood's Supplemental Affidavit and the "Sales Tax
Report." (Docs. 24, 27.) The exhibits include copies of
Defendant's "end use" forms (doc. 23-1, Ex.
10), screenshots of Defendant's Electronic Settlement
System (idw Ex. 11), and invoices from Plaintiff's
dealership (id., Exs. 12, 13). The parties agree
that the exhibits and the "Sales Tax Report"
contain information about Plaintiff's customers that, if
released, would harm both parties'
reputation. Moreover, the documents do not include
information about public officials and sealing these
documents will not affect either party's ability to
respond. Therefore, Plaintiff has shown that its privacy
interest in Exhibits 10-13 of Brett Arrowood's
Supplemental Affidavit and the "Sales Tax Report"
outweigh the historical presumption of access.
also moves to unseal the Dealership Agreement, which was
sealed pursuant to the Court Order of January 4, 2018. (Doc.
9.) Plaintiff claims that Defendant has no privacy interest
in the Dealership Agreement because Defendant made no effort
to ensure the Dealership Agreement's confidentiality.
Plaintiff alleges that it never agreed to keep the Dealership
Agreement confidential and that Plaintiff is "otherwise
free to publish [the Dealership Agreement] on the
internet." (Doc. 26, at 1.) Nevertheless,
Defendant's failure to ensure that the Dealership
Agreement would remain confidential outside of these
proceedings does not automatically divest any privacy
interest. Although Defendant failed to ask Plaintiff to sign
a confidentiality agreement, Defendant has been fastidious in
its effort to keep the Dealership Agreement off the record.
(See, e.g., Docs. 4, 6, 15.) Defendant has
dealers throughout the country, revealing the individual
milestones in the Dealership Agreement could impair
Defendant's bargaining position with its dealers and its
ability to compete with other manufacturers. Accordingly,
Defendant has a privacy interest in the Dealership Agreement.
Plaintiff does not allege that it will suffer any prejudice
from sealing the Dealership Agreement. Instead, Plaintiff
attempts to show that the Dealership Agreement is a matter of
public interest. Plaintiff argues that sealing the Dealership
Agreement would harm the public's ability to assess the
Court's decision in Plaintiff's motion for summary
judgment. Yet the Court has not ruled on Plaintiff's
motion. Defendant's present, concrete privacy interest
outweighs this future, speculative public
Defendant's Motion to File Under Seal
also moves to seal the "Serial Detail Report, "
which was attached to Defendant's response to
Plaintiff's motion for summary judgment. (Doc. 21.) The
"Serial Detail Report" includes financial
information about Plaintiff's sales, which both parties
have agreed to keep confidential. The information in the
"Serial Detail Report" does not involve public
officials and sealing the document will not affect either
party's ability to litigate this case. Therefore,
Defendant has shown good cause to file the "Serial
Detail Report" under seal.
due consideration, the parties' respective motions to
file under seal (doc. 21, 24, 27) are
GRANTED, and Plaintiff's motion to
unseal the Dealership Agreement (doc. 26) is
DENIED. The Clerk is hereby
DIRECTED to file the following documents
UNDER SEAL until further order of this
Court: the Draft Dealership Agreement (doc. 17-2), the
"Serial Detail Report" (doc. 19-1), Exhibits ...