Barbieri v. Legg Mason, Inc.
1:21-cv-05231
S.D.N.Y.Feb 8, 2023Background:
- Defendants Legg Mason, Inc., Legg Mason & Co., LLC, and Franklin Resources, Inc. filed a letter motion to seal two non-public plan documents attached to a declaration supporting their motion to dismiss: Exhibit C (Legg Mason Profit Sharing and 401(k) Plan) and Exhibit D (Severance Benefits Plan and Summary Plan Description).
- Defendants argued the plans are proprietary, not publicly available, and that disclosure would harm their competitive standing by aiding competitors in designing benefits and recruiting employees.
- Defendants relied on district-court authority permitting sealing of ERISA plan documents and cited the general legal standards for sealing judicial records (good cause, balancing interests).
- Plaintiff consented to the filing of the sealing motion and deferred to the Court on the decision.
- The district court denied the motion to seal, concluding defendants failed to show these specific plan documents are subject to sealing or that they met the Lugosch sealing requirements; defendants also failed to show plan participants are required to keep the documents confidential.
- The Clerk of Court was directed to terminate the motion to seal (Dkt. No. 26); order dated February 8, 2023.
Issues:
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the two plan documents should be filed under seal | Consents to the motion and defers to the Court (no opposition) | Plans are proprietary, non-public; disclosure would harm competitive standing and recruiting; good-cause supports sealing | Denied — defendants did not show the documents meet Lugosch standard or that participants must keep them confidential; motion terminated |
Key Cases Cited
- Lugosch v. Pyramid Co. of Onondaga, 435 F.3d 110 (2d Cir. 2006) (establishes balancing framework and requirements for sealing judicial records)
- DiRussa v. Dean Witter Reynolds Inc., 121 F.3d 818 (2d Cir. 1997) (recognizes district courts' power to seal upon a showing of good cause)
- In re Orion Pictures Corp., 21 F.3d 24 (2d Cir. 1994) (presumption of public access to judicial records is not absolute)
- United States v. Amodeo, 71 F.3d 1044 (2d Cir. 1995) (privacy interests factor into sealing analysis)
- Nixon v. Warner Commc'ns, Inc., 435 U.S. 589 (1978) (identifies interests that can justify restricting access, including protection of business information)
- Geller v. Branic Int'l Realty Corp., 212 F.3d 734 (2d Cir. 2000) (district courts retain discretion in determining whether good cause exists to seal)