Cambria Company LLC v. Disney Worldwide Services, Inc.

Background

Cambria Company LLC sued Disney Worldwide Services, Inc. for breach of contract, alleging that Disney failed to pay more than $500,000 owed under a 2016 Blanket Purchase Agreement. Disney filed the agreement under seal in support of its motion to dismiss for lack of jurisdiction. The agreement included product pricing, rebate-program information, freight and pricing terms, and purchase-order terms.

The parties later filed a joint motion concerning continued sealing. Disney argued that the entire agreement should remain sealed because it contained a confidentiality clause and proprietary contract terms whose disclosure could cause competitive harm. Cambria argued that most of the agreement contained general contract language and that keeping it sealed would create inefficiencies because the agreement was directly at issue in the case. Cambria agreed that Attachment A could remain redacted.

The court previously directed Disney to file a public version of the agreement that redacted only Attachment A. Disney then filed a motion for further consideration under District of Minnesota Local Rule 5.6(d)(3).

Legal standard

The court explained that judicial records generally carry a common-law presumption of public access. That presumption can be overcome when the party seeking secrecy provides compelling reasons. The public-access interest is particularly strong when a document is filed in support of a dispositive motion—a motion that could resolve the case—and when the court relies on the document in making its decision.

Analysis

The court rejected Disney’s argument that disclosure of the agreement’s terms would cause significant competitive harm. Disney argued that future vendors might use the agreement’s terms to seek similar provisions in later negotiations. The court noted that Disney could refuse those requests and that the agreement was seven years old and no longer in effect, suggesting that any resulting harm might not be substantial.

The court distinguished between Attachment A and the rest of the agreement. Attachment A contained detailed pricing data and other sensitive business information that justified continued sealing. The court found that the remaining provisions, including Attachment B, did not contain the kind of sensitive information that ordinarily warrants sealing.

The court also found the agreement’s confidentiality clause insufficient to overcome the public-access presumption. It considered a prior district court decision unpersuasive because that decision did not explain its reasoning and involved documents that were not central to the court’s decision. Here, by contrast, the litigation arose from the agreement, the agreement was filed with Disney’s dispositive motion, and the district court had considered information from it when ruling on that motion.

Disposition

Judge John F. Docherty denied Disney’s Motion for Further Consideration of Continued Sealing. The clerk was directed to keep the original agreement, Docket No. 22, sealed. Disney was ordered to file a redacted public version by May 16, 2023, redacting only Attachment A.