PRECISELY SOFTWARE INCORPORATED v. LOQATE INC.
- Beth Freeman
- 5:22-cv-00552
- U.S. District Court · Northern District of California
- 5
In Precisely Software v. Loqate, Judge Freeman granted in part and denied in part a motion to seal contract information, requiring public filing of redacted terms.
Precisely Software Incorporated and Loqate Inc.; the order determines which portions of their agreement will remain sealed and which will be publicly filed.
What happened
Precisely Software Incorporated asked to file its agreement with Loqate Inc. under seal as exhibits to its amended complaint. Loqate supported sealing because the agreement included confidential business information, such as licensing terms, pricing, warranties, and support practices.
The court refused to seal the entire agreement because Loqate had not adequately supported confidentiality for many provisions. It granted sealing for the information redacted in Loqate’s proposed version and ordered Precisely to publicly file that redacted version within seven days.
In Precisely Software Incorporated v. Loqate Inc., Judge Beth Labson Freeman granted in part and denied in part Precisely’s administrative motion: the motion was granted for the redacted information and denied for sealing the entire agreement.
The detailed version
- PRECISELY SOFTWARE INCORPORATED v. LOQATE INC. · No. 5:22-cv-00552
- Beth Freeman
- June 28, 2022
Background
Precisely Software Incorporated filed an administrative motion asking whether material designated as confidential by Loqate Inc. should be sealed. Precisely sought to file an agreement and an addendum between the parties as exhibits to its First Amended Complaint. The agreement formed the basis of Precisely’s breach-of-contract claim.
Loqate argued that the agreement contained confidential and proprietary business information, including software licensing and sublicensing terms, marketing requirements, payment terms, pricing models, warranty terms, support and verification practices, and information about Loqate’s geographical business territory. Loqate initially sought to seal the entire agreement. The court previously denied that request without prejudice and allowed Loqate to submit a narrower request supported by additional information.
Loqate then continued to request sealing of the entire agreement and, alternatively, submitted a version redacting information from 26 of the agreement’s 33 pages. Precisely did not oppose Loqate’s supplemental statement.
Legal Standard
Because the agreement was more than tangentially related to the merits of the case, the court required a showing of compelling reasons to seal it. The court also applied Northern District of California Civil Local Rule 79-5, which requires an explanation of the private or public interests supporting sealing, the injury that would result from disclosure, why a less restrictive alternative would not suffice, and evidentiary support when necessary.
Court’s Analysis
The court again rejected sealing the entire agreement. Loqate offered no new arguments or evidence justifying reconsideration of the earlier decision, and its support remained conclusory as to many provisions.
The court approved sealing the information redacted in Loqate’s proposed version. Although the proposed redactions covered substantial portions of the agreement, the court found that the narrower request addressed its concern about sealing boilerplate and other clearly nonconfidential material. The court also found that Loqate had provided specific testimony supporting the confidentiality of the redacted information and the risk of competitive harm from disclosure.
Order
The court granted Precisely’s administrative motion as to the information redacted in the version at ECF No. 39-2. It denied the motion as to sealing the entire agreement. Precisely was ordered to publicly file the redacted version at ECF No. 39-2 within seven days of the order.
Read the full 5-page opinion on CourtListener, the free public archive maintained by the Free Law Project.