Walter Whitney v. J.M. Scott Associates, Inc. et al. (2013)

RULING ON DEFENDANTS' MOTION TO SEAL

By motion dated August 19, 2013, the defendants, J.M. Scott Associates, Inc. (“JMSA”), J.M. Scott Swimming Pools, Inc. (“SSP”) and James M. Scott (“Scott”), moved to seal a wide variety of the plaintiff's and the defendants' exhibits introduced at trial.¹  In the course of the trial, the defendants indicated, from time to time, that they intended to seek to seal various exhibits, which were segregated from other exhibits but not sealed, pending the filing of an appropriate motion, as required by Practice Book § 11–20A.²  The defendants' motion came before the court at short calendar on September 16, 2013.   Neither the plaintiff nor any member of the public opposed the motion.   The motion is denied.

I

FACTUAL BACKGROUND

This case arises out of a business relationship between Scott and the plaintiff, Walter Whitney.   The complaint alleges that Scott is the president and majority stockholder of the remaining two defendants, JMSA and SSP. According to the plaintiff, on March 20, 2002, he entered into two contracts with Scott and SSP. One contract was an employment agreement which contemplated the plaintiff working for Scott for five years, after which time Scott would retire and the plaintiff would take ownership of SSP. The second contract was a stock option purchase agreement.   Both agreements were supplemented with a letter agreement, and all agreements were to become effective on March 31, 2002.   The complaint alleges, inter alia, that Scott breached the agreements.

II

DEFENDANTS' POSITION

The defendants contend that the trial exhibits should be sealed in order to prevent disclosure of “private and sensitive financial information ․ regarding the defendants' financial and business affairs.”   Defs.' Mem. 4. The defendants argue that “there is no detriment to the public for keeping confidential the exhibits containing the highly sensitive and private financial and process information of the defendants.”   Defs.' Mem. 4. They claim, further, that “there is a potential for serious harm to the defendants.   Competitors, tenants, governmental entities, employees, contractors and suppliers should not be privy to these confidential financial matters.”   Defs.' Mem. 5. Attached to the defendants' motion is a schedule of some forty-seven plaintiff's exhibits and fifteen defendants' exhibits, covering a broad range of topics, including, inter alia, tax returns, corporate financial statements, expert witness deposition transcripts, officer's meeting minutes and “environmental expenses of middle quarter clean up 2000–2001.”

III

DISCUSSION

The defendants' motion is governed, in part, by the provisions of Practice Book § 11–20A(c), which calls upon the defendants, as the moving parties, to make a showing that an order of sealing is necessary “to preserve an interest which is determined to override the public's interest in viewing such materials.”   It is the court's obligation to first consider “reasonable alternatives to any such order and any such order shall be no broader than necessary to protect such overriding interest.”  Practice Book § 11–20A(c).  Further, “[i]n connection with any order issued pursuant to subsection (c) of this section, the judicial authority shall articulate the overriding interest being protected and shall specify its findings underlying such order and the duration of such order.”  Practice Book § 11–20A(d).³

“The presumption of openness of court proceedings ․ is a fundamental principle of our judicial system ․ This policy of openness is not to be abridged lightly.   In fact, the legislature has provided for very few instances in which it has determined that, as a matter of course, certain privacy concerns outweigh the public's interest in open judicial proceedings ․ The right to have documents sealed is not a right the parties have as against each other;  the court must determine the question as against the demands of the public interest.”  (Citation omitted;  internal quotation marks omitted.)   Bank of New York v. Bell, 120 Conn.App. 837, 846, 993 A.2d 1022, appeal dismissed, 298 Conn. 917, 4 A.3d 1225 (2010).  “For matters that do not fall within the statutory exceptions and for which sealing is requested, the trial court must consider whether a substantial privacy interest exists to override the public's interest in open judicial proceedings.”  (Internal quotation marks omitted.)  Id. “[Practice Book] § 11–20A codifies the common-law presumption of public access to judicial documents, meaning any document filed with the court that the court reasonably could rely on in support of its adjudicatory function.”  Rosado v. Bridgeport Roman Catholic Diocesan Corp., 292 Conn. 1, 30, 970 A.2d 656, cert. denied sub nom.  Bridgeport Roman Catholic Diocesan Corp. v. New York Times Co., 558 U.S. 991, 130 S.Ct. 500, 175 L.Ed.2d 348 (2009).

The defendants do not claim that there is any statutory exception to the presumption of openness that supports their motion.   Their argument is a general claim that the exhibits at issue are “highly sensitive and private financial and process information.”   That argument is presented in a shotgun manner that simply claims, without analysis, that a broad range of exhibits—upon which the parties expect the court to rely in reaching its decision—should be sealed.

Our Supreme Court has held that any document filed, upon which a court reasonably may rely in support of its adjudicatory function, is a judicial document.  Rosado v. Bridgeport Roman Catholic Diocesan Corp., supra, 292 Conn. 30.   Since every document at issue is an exhibit introduced at trial, offered by the parties either in support of their respective positions or in opposition to positions taken by the opposing party, each such document is a judicial document.

Information regarding the finances of the defendants, including the finances of Scott, personally, is clearly at issue in this case.   The parties hotly contested, at trial, the valuation of the companies owned by Scott;  whether Scott personally possessed the resources to continue an arbitration proceeding that he claimed he could not afford;  and the question of who, if anyone, was responsible for the rise and fall of profitability in the defendant companies.   It is apparent to the court that the financial documents at issue will be the subject of argument by the parties when their trial briefs are filed.   Thereafter, the court will have to consider those documents in reaching its decision on the various questions presented.

The defendants also claim that there is a “potential for serious harm to the defendants” if “competitors, tenants, governmental entities, employees, contractors, and suppliers” become “privy to these confidential financial matters.”   Here, again, the defendants make no specific factual arguments in support of their broad claims.   To the extent that they are suggesting that some or all of the documents at issue are trade secrets, the defendants have failed to establish that any of the information in any of the documents constitutes trade secrets.   See General Statutes § 35–50 et seq.;  Elm City Cheese Co. v. Federico, 251 Conn. 59, 78, 752 A.2d 1037 (1999) (three-step process precedent to determining that there is a trade secret to be protected).

The defendants, having moved to seal various court exhibits, have the burden of establishing why each document should be sealed.  Vargas v. Doe, 96 Conn.App. 399, 410, 900 A.2d 525, cert. denied, 280 Conn. 923, 908 A.2d 546 (2006).   This court cannot lightly abridge the presumption of openness that applies to judicial documents.   The defendants have fallen far short of establishing that the documents at issue should be sealed from the public.   The motion to seal is denied.

So ordered.

BY THE COURT,

John A. Danaher III

FOOTNOTES

FN1. This matter was tried to the court on seventeen trial days, beginning on May 7, 2013, and ending on July 30, 2013.   The parties have not yet filed their post-trial briefs..  FN1. This matter was tried to the court on seventeen trial days, beginning on May 7, 2013, and ending on July 30, 2013.   The parties have not yet filed their post-trial briefs.

FN2. The defendants did not attempt to follow the procedures set forth in Practice Book §§ 7–4B or 7–4C..  FN2. The defendants did not attempt to follow the procedures set forth in Practice Book §§ 7–4B or 7–4C.

FN3. This ruling is not intended to preclude any party from requesting that any document filed with the court that contains personal identifying information, as defined in Practice Book § 4–7, be replaced by a redacted copy of the same document that does not include the personal identifying information.  Practice Book § 11–20B.   The parties are ordered to confer and attempt to agree on any such substitution of redacted documents for documents that are already in the court file..  FN3. This ruling is not intended to preclude any party from requesting that any document filed with the court that contains personal identifying information, as defined in Practice Book § 4–7, be replaced by a redacted copy of the same document that does not include the personal identifying information.  Practice Book § 11–20B.   The parties are ordered to confer and attempt to agree on any such substitution of redacted documents for documents that are already in the court file.

Danaher, John A., J.