Daol Rexmark Union Station LLC v. Union Station Sole Member, LLC
- Gregory Woods
- 1:22-cv-06649
- U.S. District Court · Southern District of New York
- 7
Daol Rexmark v. Union Station: Judge Woods denied USSM’s request to keep documents sealed, finding public access outweighed its asserted confidentiality concerns.
Union Station Sole Member, LLC was required to justify sealing the records and could propose targeted redactions. The ruling also affected the plaintiffs, the public’s access to the court records, and any third parties whose documents were included, although no third party filed a sealing request.
What happened
Daol Rexmark Union Station LLC and Kookmin Bank Co., Ltd. asked the court to resolve disputes over documents filed with their summary-judgment motion. Union Station Sole Member, LLC (USSM) asked to keep several documents sealed, including a contribution agreement, transaction records, and entire deposition transcripts.
USSM argued that the documents contained commercially sensitive, personal, or confidential information. The plaintiffs argued that any protection should use specific redactions rather than sealing the documents entirely.
Judge Gregory H. Woods denied the motions to seal. He found that USSM had not overcome the strong presumption that court records should be publicly accessible, and he allowed USSM to propose targeted redactions by March 7, 2025.
The detailed version
- Daol Rexmark Union Station LLC v. Union Station Sole Member, LLC · No. 1:22-cv-06649
- Gregory Woods
- Mar. 3, 2025
Background
Plaintiffs Daol Rexmark Union Station LLC and Kookmin Bank Co., Ltd., in its capacity as trustee of KTB CRE Debt Fund No. 8, filed a motion for summary judgment on May 2, 2024. Many records submitted with that motion, including contracts, were filed in a format accessible only to the parties.
USSM agreed that most of the records could be disclosed but asked to keep eight documents sealed in their entirety. The requested documents included a contribution agreement and records concerning a proposed transaction with a sovereign wealth fund, as well as the entire depositions of Joe Press, Ben Ashkenazy, and Daniel Levy. USSM cited commercially sensitive, personal, and confidential information. It also sought to seal other documents and portions of witness declarations based on commercial or personal sensitivity, or because the records had been designated confidential under the parties’ confidentiality agreement.
The plaintiffs argued that USSM had not justified sealing the documents in full and that any genuinely sensitive information could be protected through targeted redactions. No third party filed a separate request to seal the documents that USSM identified as having been produced by plaintiffs or third parties.
Legal standard
The court applied the general presumption that judicial documents should be available to the public. A judicial document is one filed with the court that is relevant to the court’s work and useful to the judicial process. The party seeking to seal records has the burden of showing, with specific facts, that sealing is necessary to protect an important interest and is narrowly tailored to that interest.
Under the three-step test described by the Court of Appeals for the Second Circuit, the court first determines whether the records are judicial documents. It then determines the strength of the public-access presumption, based on the records’ role in the court’s exercise of judicial power. Finally, it weighs that presumption against legitimate interests favoring nondisclosure.
Analysis
The court held that all the records submitted with the summary-judgment motion were judicial documents because the court considered them in resolving that motion. It rejected USSM’s argument that the contribution agreement was not a judicial document merely because its contents were not disputed.
The court found that the presumption of public access carried substantial weight. The existence, basic terms, and conditions of the proposed transaction were particularly important because USSM had placed the transaction and the lender’s rejection of it at issue by arguing that the rejection was inequitable. The court likewise found that information about Ashkenazy’s personal finances had substantial weight because of his personal guarantee and USSM’s equitable defenses.
The court gave essentially no weight to the confidentiality designations supporting USSM’s request. The confidentiality agreement and protective order stated that simply labeling a document confidential did not permit filing it under seal. The plaintiffs sought disclosure, and no third party filed a motion supporting continued sealing.
The court also found that USSM provided no factual support for its claim that disclosure of the contribution agreement and related communications would cause harm. The transaction did not proceed, involved a specific asset that no longer belonged to USSM, and appeared unlikely to be renewed. The court stated that commercial information is not automatically protected from disclosure.
As to the depositions, the court acknowledged that preparing targeted redactions would require additional work but held that this burden did not overcome the presumption of public access. The possibility that portions of the depositions contained financial information did not justify sealing the transcripts in their entirety.
Ruling and effect
Because USSM did not overcome the presumption of public access, the court denied its motions to seal the documents identified in the May 9 letter, the May 30 motion, and the June 4 letter. The court expected to issue a separate order directing the Clerk of Court to make documents at Docket Numbers 143, 145, 147, 149, 167, 169, 171, 176, 178, and 180 visible to the public on March 12, 2025. USSM could propose targeted redactions by March 7, 2025. The Clerk was directed to terminate the motions pending at Docket Numbers 164 and 174.
Read the full 7-page opinion on CourtListener, the free public archive maintained by the Free Law Project.