Coach IP Holdings, LLC v. ACS Group Acquisition LLC

Background

Plaintiffs Coach IP Holdings, LLC, Coach Services, Inc., and Tapestry, Inc., collectively called “Coach,” moved to seal three agreements in their entirety:

- The Coach License Agreement, dated January 7, 2019, between Coach Services, Inc. and Incipio, LLC, the predecessor of Vinci Brands LLC. - The Monroe Loan Agreement, dated August 6, 2021, between Vinci Brands LLC and Monroe Capital Management Advisors, LLC. - The Intercreditor Agreement, dated August 6, 2021, between Siena Lending Group LLC and Monroe Capital Management Advisors, LLC.

The agreements were filed in connection with Coach’s motion for a temporary restraining order and preliminary injunction.

Legal standard

The court applied a three-step test for sealing court documents. First, it asked whether the documents were “judicial documents” relevant to the court’s work and useful to the judicial process. Second, it assessed the strength of the public’s presumptive right to access them. Third, it balanced that presumption against competing interests, such as protecting sensitive commercial information.

The court explained that documents filed with a motion for a temporary restraining order or preliminary injunction are judicial documents because they affect the court’s decision about the parties’ legal rights. A strong presumption of public access therefore applied. The party seeking secrecy had to show that stronger interests outweighed public access and that sealing was narrowly tailored to protect those interests.

Court’s analysis

The court found that the Coach License Agreement could remain sealed in its entirety. Coach sufficiently showed that disclosure could disadvantage it when negotiating future licensing agreements. The existence of a confidentiality clause alone would not have been enough, but Coach demonstrated competitive business interests that outweighed the presumption of public access.

The court reached a different conclusion about the Monroe Loan Agreement and the Intercreditor Agreement. The asserted confidentiality, privacy, and financial concerns were vague and conclusory, and the fact that Vinci, Siena, and Monroe were not parties did not automatically justify sealing their business documents completely. The court noted that targeted redactions of information such as loan amounts or patent ownership might protect against competitive harm. It also noted that a related loan and security agreement had been filed publicly.

Ruling and next steps

Judge Lorna G. Schofield ordered that the motion to seal was GRANTED in part as to the Coach License Agreement and DENIED in part without prejudice to renewal as to the Monroe Loan Agreement and the Intercreditor Agreement.

All documents already filed under seal will remain sealed for now. By September 13, 2024, Coach must meet and confer with the parties having confidentiality interests in the two agreements. By September 20, 2024, Coach must file any arguments raised by those interested parties that justify confidentiality, including more detail about the harm that public disclosure would cause. Any filing must follow the court’s rule requiring an unredacted document to be filed under seal with proposed redactions highlighted. The clerk was directed to close the motion at docket number 13.