Merry Kogut v. Hemsley
Merry Kogut, derivatively on behalf of UnitedHealth Group Incorporated v. Stephen Hemsley, et al., and UnitedHealth Group Incorporated, Nominal Defendant
- Dulce Foster
- 0:25-cv-02562
- U.S. District Court · District of Minnesota
- 3
Counsel of record per CourtListener. Firm names are approximate.
In Kogut v. Hemsley, Magistrate Judge Foster granted plaintiff's request to keep her complaints sealed because the filings will have no legal effect after case consolidation.
Shareholders who file derivative lawsuits subject to confidentiality agreements, and parties in cases that are consolidated with other related actions. Also relevant to anyone interested in public access to court records and the standards courts apply when deciding whether to seal court filings.
What happened
In Kogut v. Hemsley (Case No. 25-cv-2562), plaintiff Merry Kogut filed a shareholder lawsuit on behalf of UnitedHealth Group Incorporated and sought permission to keep her complaints filed under seal. She argued that a confidentiality agreement she was subject to required the filings to remain sealed because they contain confidential information. The case was later consolidated with several other related lawsuits, and the court ordered all plaintiffs to file a new combined complaint going forward.
The court explained that a confidentiality agreement alone is not enough to justify permanent sealing. Courts must weigh the parties' interest in confidentiality against the public's general right to access court records. However, that public-access presumption carries less weight when the documents at issue played no meaningful role in the court's exercise of its judicial power — as is the case here, since the complaints in this individual proceeding will have no legal effect once a new consolidated complaint is filed.
Magistrate Judge Foster granted the motion to seal. Because the original complaints will be replaced by a new filing in the consolidated case and will not influence any judicial decision, the court found that the parties' interest in honoring their confidentiality agreement was a sufficient reason to keep those specific documents under seal. The Clerk of Court was directed to seal the two complaint filings (ECF Nos. 1 and 9).
The detailed version
- Merry Kogut v. Hemsley · No. 0:25-cv-02562
- Dulce J. Foster
- Oct. 21, 2025
Background
Plaintiff Merry Kogut filed a shareholder derivative lawsuit — a suit brought by a shareholder on behalf of a corporation — against Stephen Hemsley and others, with UnitedHealth Group Incorporated as the nominal defendant. She filed her Complaint under temporary seal pursuant to Local Rule 5.6(e) and later, at the court's direction, filed an Amended Complaint also under temporary seal. Her Motion for Leave to File Under Seal sought to make both pleadings permanently sealed.
Ms. Kogut's basis for sealing was her obligation under a confidentiality agreement that (1) designated the information in her pleadings as confidential and (2) required her to file initial pleadings under seal.
Legal Standard for Sealing
The court acknowledged the well-established public right of access to judicial records and the presumption in favor of public access. Citing IDT Corp. v. eBay, 709 F.3d 1220 (8th Cir. 2013), the court applied a sliding-scale approach: when documents played a material role in the court's exercise of Article III judicial power or are of value to those monitoring the federal courts, the presumption of public access is strong and can only be overcome by compelling reasons. When documents did not play such a role, the presumption of public access is weaker — described as merely "a prediction of public access absent a countervailing reason" — and a lesser showing suffices to justify sealing.
The court also noted, consistent with Seamon v. Midwest Bonding, LLC, No. 24-cv-82 (NEB/ECW), 2025 WL 847829 (D. Minn. Mar. 18, 2025), that a confidentiality designation alone is insufficient to justify indefinite sealing.
Application and Ruling
The dispositive fact here was procedural: the court had recently consolidated this case with several other related lawsuits under McCollum v. Witty, et al., 24-cv-2562 (JMB/DJF), and ordered plaintiffs to file a new operative complaint in the consolidated action. As a result, the complaints filed in this individual proceeding (ECF Nos. 1 and 9) will have no legal effect and will play no material role in the exercise of Article III judicial power going forward.
Because the documents are effectively superseded, the court applied the weaker version of the public-access presumption. Having reviewed the unredacted pleadings, the court found that the parties' interest in honoring the terms of their confidentiality agreement constituted an adequate countervailing reason to maintain the seal.
Accordingly, the Motion was granted. The Clerk of Court was directed to seal ECF Nos. 1 and 9.
Key Takeaway
This ruling is narrow and context-specific: sealing was permitted primarily because the sealed documents were rendered legally inoperative by consolidation, not because a confidentiality agreement alone is sufficient. The court explicitly cautioned that a confidentiality designation, standing alone, does not justify keeping court records sealed.
Read the full 3-page opinion on CourtListener, the free public archive maintained by the Free Law Project.