Tyson Foods, Inc. v. Keystone Foods Holdings Limited

Background

Tyson acquired Keystone/Beef Holdings from Marfrig Global Foods S.A. under a Share Purchase Agreement. The opinion states that Beef Holdings brought the underlying action against Tyson, alleging breaches of representations and warranties in the agreement and seeking repurchase of part of the Keystone/Beef Holdings business, called the Korean Business, under Section 5.12 of the agreement if specified conditions were met. Before discovery, Tyson filed a motion for partial summary judgment.

The court considered Tyson’s request to seal two exhibits supporting that motion and the defendants’ request to seal one complete document and portions of four other documents. All sealing requests were unopposed.

Legal standard

The court explained that judicial documents generally carry a common-law and First Amendment presumption of public access. It applied a three-step test: deciding whether the material is a judicial document, assessing the strength of the public-access presumption, and balancing that presumption against competing interests such as privacy and the risk of harm from disclosure. The party seeking sealing bears the burden of showing that sealing is necessary and narrowly tailored.

Tyson’s request

Tyson sought to seal Exhibits E and F. Exhibit E contained financial statements, forecasts, projections, customer information, production details, business metrics, information about a 2017 illness incident involving restaurant patrons, a list of customers, and research-and-development information. Exhibit F contained customer identities and purchase information.

The court found that these materials contained types of business information commonly sealed, including trade secrets, confidential research and development information, marketing and revenue information, pricing information, and other nonpublic data that could be damaging if disclosed to competitors. Because the relevant information was also presented in other filings and redacting the exhibits would be impracticable, the court granted Tyson’s motion to seal in full.

Defendants’ requests

The defendants sought to seal portions of José Eduardo Oliveira Miron’s declaration, portions of their memorandum of law, portions of their counterstatement of material facts, Exhibit 2 to Michael B. Carlinksy’s declaration, and portions of the Carlinksy declaration. They argued that the materials contained confidential business information belonging to Tyson and its commercial counterparties, including information provided under a confidentiality agreement.

The court denied the request to seal Exhibits A, B, C, and E. Those materials concerned discussions involving a large customer for which the Korean Business was the primary supplier. The court found that the proposed redactions described the discussions and future operations only in general terms, did not identify the customer, and did not show specifically how disclosure would cause serious harm. Because the materials were declarations, a legal memorandum, and a statement of material facts filed in opposition to a dispositive motion, the court gave the public-access presumption substantial weight.

The court granted the request to seal Exhibit D. That exhibit consisted of emails reporting on the Korean Business’s key accounts and contained specific financial and production-volume figures, as well as internal analysis. The court found that the information implicated the privacy interests of the business and its customers and that sealing was appropriate.

Disposition

The court granted Tyson’s sealing request. It denied the defendants’ requests for Exhibits A, B, C, and E and granted the request for Exhibit D. The conclusion states that the defendants’ requests were granted in part and denied in part, resolving ECF Nos. 30 and 48.