Woodward Park Partners, LLC v. Advanced Drainage Systems, Inc.
1:25-cv-03064
| S.D.N.Y. | Apr 25, 2025Background
- Plaintiff Woodward Park Partners, LLC, provides M&A financial advisory and investment banking services.
- Plaintiff filed its Complaint against Advanced Drainage Systems, Inc. (ADS), seeking to enforce rights assigned under an engagement agreement originally between ADS and Cowen & Company, LLC.
- Exhibit 3, an Assignment and Assumption Agreement, was originally filed publicly and references third-party clients unrelated to the claims against ADS.
- Plaintiff learned that these third-party engagements are either active or likely to resume, and the disclosure could harm their privacy and competitive interests.
- Plaintiff moved to seal the unredacted Exhibit 3 and to file a redacted version omitting the irrelevant third-party engagements.
- The Court granted Plaintiff's motion, finding the redactions narrowly tailored and justified by the privacy interests involved.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Exhibit 3 should remain under seal due to sensitive, irrelevant third-party information | Exhibit 3's third-party details are irrelevant and disclosure risks privacy and competitive harm | No position; no counsel appeared | Seal granted—privacy and competitive interests outweigh public access |
| Whether Exhibit 3 qualifies as a "judicial document" subject to public access | Not a judicial document; irrelevant section not influential on court decisions | No position | Irrelevant sections not treated as judicial documents; low/no presumption |
| Weight of public access presumption for third-party client information | Information is irrelevant and will not affect substantive rights | No position | Negligible (if any) presumption for public access to third-party information |
| Balance between public access and privacy/competitive interests | Sealing is narrowly tailored and avoids undue harm | No position | Privacy and competitive interests outweigh public access; redactions approved |
Key Cases Cited
- Brown v. Maxwell, 929 F.3d 41 (2d Cir. 2019) (defines judicial documents and limits public access to irrelevant materials)
- United States v. Amodeo, 44 F.3d 141 (2d Cir. 1995) (sets standards for public access to court records)
- Lugosch v. Pyramid Co. of Onondaga, 435 F.3d 110 (2d Cir. 2006) (framework for assessing public access to judicial documents)
- Olson v. Major League Baseball, 29 F.4th 59 (2d Cir. 2022) (emphasizes privacy interests of third parties in public access analysis)