1 2 3 4 5 UNITED STATES DISTRICT COURT 6 NORTHERN DISTRICT OF CALIFORNIA 7 8 MINIT MART LLC, Case No. 23-cv-02734-TSH

9 Plaintiff,

ORDER RE: ADMINISTRATIVE

10 v. MOTION TO FILE UNDER SEAL

11 SYNERGY PETROLEUM ENTERPRISES, Re: Dkt. No. 3

INC.,

12 Defendant. 13 14 Plaintiff Minit Mart LLC filed a complaint for breach of contract and declaratory judgment 15 against Defendant Synergy Petroleum Enterprises, Inc., alleging Synergy failed to perform its 16 obligations under an April 14, 2023 Purchase and Sale Agreement. The purchase agreement 17 requires the parties to keep its terms and the nature of the transaction confidential. Specifically, 18 paragraph 39 of the agreement states:

19 Furthermore, Buyer and Seller shall keep confidential the terms of this Agreement and the transactions contemplated hereby; provided 20 however, Buyer may share any and all of the terms of this Agreement with its financing source to the extent Buyer deems necessary or 21 appropriate. 22 Compl., Ex. A (emphasis in original). Based on this provision, Minit Mart moves to seal the 23 unredacted purchase agreement pursuant to Civil Local Rule 79-5(f). ECF No. 3. 24 “Historically, courts have recognized a ‘general right to inspect and copy public records 25 and documents, including judicial records and documents.’” Kamakana v. City and Cty. of 26 Honolulu, 447 F.3d 1172, 1178 (9th Cir. 2006) (quoting Nixon v. Warner Commc’ns, Inc., 435 27 U.S. 589, 597 & n.7 (1978)). Courts generally apply a “compelling reasons” standard when 1 starting point.” Id. (cleaned up). Parties seeking to seal judicial records relating to motions that 2 are “more than tangentially related to the underlying cause of action,” Ctr. for Auto Safety v. 3 Chrysler Grp., LLC, 809 F.3d 1092, 1099 (9th Cir. 2016), bear the burden of overcoming the 4 presumption with “compelling reasons supported by specific factual findings that outweigh the 5 general history of access and the public policies favoring disclosure,” Kamakana, 447 F.3d at 6 1178–79 (cleaned up). By contrast, a “good cause showing” under Federal Rule of Civil 7 Procedure 26(c) “will suffice to keep sealed records attached to non-dispositive motions.” Id. at 8 1180. 9 A complaint is “more than tangentially related to the underlying cause of action,” Ctr. for 10 Auto Safety, 809 F.3d at 1099, because it forms “the foundation of the lawsuit.” In re Yahoo! Inc. 11 Customer Data Sec. Breach Litig., 2018 WL 9651897, at *2 (N.D. Cal. Jan. 3, 2018) (collecting 12 cases). Accordingly, the compelling reasons standard applies. 13 Civil Local Rule 79-5 supplements the “compelling reasons” standard. Exeltis USA Inc. v. 14 First Databank, Inc., 2020 WL 2838812, at *1 (N.D. Cal. June 1, 2020). Where, as here, a filing 15 party (the “Filing Party”) seeks to seal a filed document because that document has been 16 designated as confidential by another party (the “Designating Party”), the Filing Party must file an 17 Administrative Motion to Consider Whether Another Party’s Material Should Be Sealed. Civ. L. 18 R. 79-5(f). This motion must identify each document or portions thereof for which sealing is 19 sought. Id. “Within 7 days of the motion's filing, the Designating Party must file a statement 20 and/or declaration” including “a specific statement of the applicable legal standard and the reasons 21 for keeping a document under seal.” Civ. L. R. 79-5(c)(1), (f). That statement must include (i) the 22 legitimate private or public interests that warrant sealing; (ii) the injury that will result if sealing is 23 denied; and (iii) why a less restrictive alternative to sealing is not sufficient. Civ. L. R. 79-5(c)(1). 24 A failure to file a statement or declaration may result in the unsealing of the provisionally sealed 25 document without notice to the Designating Party. Id. 26 Here, there appears to be no reason to file the documents under seal. For its part, Minit 27 Mart has no objection to the agreement or its terms appearing in the public record. Mot. at 2; 1 in which to do so. See ECF Nos. 14-15, 18. Further, the fact that the purchase agreement requires 2 || the parties to keep its terms and the nature of the transaction confidential, on its own, is not 3 sufficient to establish it is sealable, as it is merely establishes the parties’ initial designation of 4 confidentiality. See In re Qualcomm Antitrust Litig., 2022 WL 4137580, at *2 (N.D. Cal. Aug. 26, 5 || 2022) (“A designation of ‘confidential’ or ‘confidential — attorneys’ eyes only’ is not sufficient to 6 establish that a document is sealable.”); Verinata Health, Inc. v. Ariosa Diagnostics, Inc., 2015 7 || WL 5117083, at *5 (N.D. Cal. Aug. 31, 2015), aff'd, 830 F.3d 1335 (Fed. Cir. 2016) (“But good 8 || cause ‘cannot be established simply by showing that the document is subject to a protective order 9 || or by stating in general terms that the material is considered to be confidential’”) (quoting Bain v. 10 || AstraZeneca LP, 2011 WL 482767, at *1 (N.D. Cal. Feb. 7, 2011)). 11 Accordingly, the Court DENIES the motion to seal. Minit Mart shall file the items at 12 || issue in the public record no sooner than three days and no later than seven days from the date of 13 this order.

IT IS SO ORDERED.

a 16 Dated: July 26, 2023

THOMAS S. HIXSON

Z 18 United States Magistrate Judge 19 20 21 22 23 24 25 26 27 28