P & L Development, LLC v. Gerber Products Company
1:21-cv-05382
| E.D.N.Y | Jan 10, 2022Background:
- PLD (store-brand product marketer) sued Gerber, Nestle, Perrigo entities, and PBM alleging breach of a memorandum of understanding (MOU), antitrust (Sherman Act §1–2 and NY GBL §340), breach of contract, and tortious interference.
- Complaint initially filed entirely under seal; parties later moved for selective redactions—PLD sought to redact only a three-word price term; Gerber sought broader sealing, including the entire MOU and multiple complaint paragraphs.
- Magistrate Judge Shields revisited an earlier sealing order after the district court asked for articulation of the sealing standard and because dispositive motions (jurisdiction/12(b)(6)) were anticipated.
- Court applied the three-step Lugosch/Mirlis access framework (judicial document; presumption weight; countervailing factors) and acknowledged business interests can justify limited sealing under narrow tailoring.
- Court granted sealing only for limited pricing language (three words in ¶53 and corresponding MOU price term) and a few narrowly specified factual phrases/lines that reveal manufacturing or capacity details; it denied Gerber’s request to seal the entire MOU or most complaint paragraphs as they are central to public understanding and to upcoming motions.
- Court ordered PLD to file a minimally redacted public complaint reflecting the limited seals and instructed counsel to identify any other sealed filings for similar minimal redaction; compliance stayed pending appeal or expiration of appeal time.
Issues:
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Public access to complaints/judicial documents | PLD acknowledged presumptive access but sought minimal redaction of proprietary price term | Gerber accepted price redaction but sought broader sealing based on MOU confidentiality and alleged sensitive negotiation details | Complaint is a judicial document with a strong presumption of access; sealing requires on-record findings and narrow tailoring (access outweighs only for limited items) |
| Sealing of specific pricing term | Price is proprietary, industry practice is confidentiality; disclosure would harm competitive position | Agreed price should be sealed but wanted broader protection too | Court sealed the limited price language (three words in ¶53 and corresponding MOU language) as narrowly tailored and not necessary for resolving early motions |
| Whether MOU confidentiality clause mandates sealing of the entire MOU and its fruits | PLD resisted broad sealing; would seek protective order in discovery but opposed blanket public redaction | Gerber argued the MOU’s confidentiality clause and negotiation contents require sealing of the MOU and all related complaint material | Confidentiality clause alone is not dispositive; because the MOU’s terms are central to breach/antitrust claims, the MOU (except pricing) and most information flowing from it must remain public |
| Sealing other complaint paragraphs (manufacturing, capacity, negotiation details) | PLD opposed broad redactions; many allegations are central to antitrust/breach claims and to dispositive motions | Gerber claimed paragraphs reveal sensitive manufacturing, pricing, projected profits, and capacity that would harm competitive standing | Court denied sealing for most challenged paragraphs as they are necessary to understand claims and pending motions, but granted sealing for a few narrowly specified sentences/phrases that reveal specific manufacturing or capacity details; sealing without prejudice to renewal |
Key Cases Cited
- Lugosch v. Pyramid Co. of Onondaga, 435 F.3d 110 (2d Cir. 2006) (framework for public access to judicial documents)
- Mirlis v. Greer, 952 F.3d 51 (2d Cir. 2020) (presumption of access is not absolute; balancing required)
- Nixon v. Warner Communications, Inc., 435 U.S. 589 (1978) (public access to certain judicial records subject to countervailing interests)
- Brown v. Maxwell, 929 F.3d 41 (2d Cir. 2019) (sealing orders must be narrowly tailored with specific findings)
- Bernstein v. Bernstein Litowitz Berger & Grossmann LLP, 814 F.3d 132 (2d Cir. 2016) (importance of public access to complaints)
- GoSMiLE, Inc. v. Dr. Jonathan Levine, D.M.D. P.C., 769 F. Supp. 2d 630 (S.D.N.Y. 2011) (allowing sealing of highly proprietary marketing and cost information)
- In re Zyprexa Injunction, 474 F. Supp. 2d 385 (E.D.N.Y. 2007) (sealing confidential proprietary pharmaceutical information)
- Under Seal v. Under Seal, 273 F. Supp. 3d 460 (S.D.N.Y. 2017) (confidentiality provisions in agreements do not automatically mandate sealing)
- Wells Fargo Bank, N.A. v. Wales LLC, 993 F. Supp. 2d 409 (S.D.N.Y. 2014) (confidentiality clauses insufficient alone to overcome access presumption)
- Encyclopedia Brown Prods., Ltd. v. Home Box Office, Inc., 26 F. Supp. 2d 606 (S.D.N.Y. 1998) (protecting business practices that competitors could exploit)