TufAmerica, Inc. v. Universal Music Publishing, Inc.

What the court considered

The court considered three motions to seal: ECF Nos. 29, 56, and 60. The requests arose from Songs of Universal’s motions to dismiss TufAmerica’s complaint and amended complaint, but this order addressed only whether certain documents should be sealed or redacted.

The documents concerned a “Settlement Agreement and General Release” between TufAmerica and the non-party UMG Recordings, Inc. Public versions of some filings already redacted the settlement payment terms and settlement amount.

Legal standard

The court had previously determined that the settlement agreement was a “judicial document,” meaning a document filed with the court that is relevant to its judicial work. Judicial documents generally carry a strong presumption of public access. A court may limit access only after finding that sealing is necessary to protect a higher value and tailoring the sealing order narrowly.

The court had also previously determined that the settlement agreement was subject to a strong presumption of public access. The issue here was therefore whether either party’s proposed redactions were narrowly tailored and, if so, which proposal should be used.

Analysis and rulings

The court stated that ECF No. 29 concerned the same document as an earlier motion to seal that had already been granted. For the reasons given in its November 27, 2024 order, the court granted the motion at ECF No. 29. ECF No. 31-1 was to remain sealed, with access limited to the applicable parties.

The remaining motions concerned the full settlement agreement. TufAmerica proposed redactions limited to parts of the agreement. Songs of Universal proposed redacting additional portions of the agreement, as well as parts of TufAmerica’s opposition memorandum and its letter motion to seal. The parties agreed that the complete agreement should not be filed publicly without redactions, but disagreed about how much information should be withheld.

Songs of Universal’s proposal included redacting the licensing terms connected to the settlement. The court held that those terms were substantive settlement terms and should not be made public. It also relied on its prior finding that the settlement terms and amount were sensitive commercial information and had no bearing on the merits of the motion to dismiss. The court therefore ordered the settlement agreement to be redacted according to Songs of Universal’s proposal.

The court granted the Motion to Seal at ECF No. 60 and denied the Motion to Seal at ECF No. 56 as moot. It ordered ECF Nos. 31-1, 55, 56, 57, and 62 to remain under seal, with access limited to the applicable parties. By May 1, 2025, TufAmerica was ordered to file publicly redacted versions of the full twelve-page settlement agreement, its opposition memorandum at ECF No. 55, and its letter motion to seal at ECF No. 56. The Clerk was directed to terminate ECF Nos. 29, 56, and 60.