Cerovene, Inc. v. Fukuzyu Pharmaceutical Co., Ltd.

Background

Fukuzyu Pharmaceutical Co., Ltd. filed a motion to dismiss and submitted a memorandum of law, a declaration by Teruo Kosugi, and the parties’ Master Services Agreement. It filed redacted versions publicly and unredacted versions under seal. Fukuzyu then moved to keep the unredacted materials sealed. Cerovene, Inc. and Dr. Reddy’s Laboratories, Inc. did not oppose that motion.

Fukuzyu argued that the documents contained confidential business information and that sealing them would comply with the confidentiality clause in the Master Services Agreement. The information it sought to redact included the state to which its products were shipped and the subject of the agreement’s choice-of-law and forum-selection clauses. Those facts were relevant to Fukuzyu’s arguments that New York’s long-arm statute did not provide personal jurisdiction and that Fukuzyu lacked sufficient contacts with New York.

Legal standard

The court applied the Second Circuit’s three-part test for sealing judicial documents. First, it determined whether the materials were judicial documents. Second, it assessed the weight of the public-access presumption. Third, it balanced that presumption against competing interests, including privacy interests and the need to protect confidential information. The court noted that specific and rigorous findings are required before sealing documents or denying public access.

Court’s analysis

The court concluded that the motion to dismiss, the supporting declaration, and the exhibit were judicial documents because they were relevant to the court’s judicial function and useful in the judicial process.

The court also concluded that a strong presumption of public access applied. The materials were filed in connection with a dispositive motion, and the portions Fukuzyu sought to seal were important to the court’s consideration of the personal-jurisdiction issue.

The court stated that it was inclined to deny the sealing motion. It found that Fukuzyu’s general statements about confidential business information and the confidentiality clause did not provide enough detail to show that Fukuzyu’s privacy interests outweighed the public’s right of access. The court explained that a confidentiality agreement, standing alone, is not enough to overcome the interest in public disclosure and transparency.

Disposition

The court did not finally grant or deny the motion to maintain the unredacted materials under seal. Instead, it instructed Fukuzyu to file a supplemental letter by October 8, 2024, providing more detailed, case-supported reasons why its privacy interests should outweigh the public right of access.