Union Square Limited v. Mr. Bar-B-Q Products LLC

Background

Union Square Limited filed a petition seeking confirmation of a Second Partial Final Award issued in an arbitration against Mr. Bar-B-Q Products LLC. The petition included the Second Partial Final Award as an exhibit and also included a First Partial Final Award. The awards concerned Union Square’s recovery of attorneys’ fees and costs. The opinion described the First Partial Final Award as ruling in favor of Union Square on its breach-of-contract counterclaim and the Second Partial Final Award as determining the amount of fees and costs and directing payments and an escrow deposit. The court stated that these background facts were not findings of fact.

Mr. Bar-B-Q moved to seal both awards. It argued that International Centre for Dispute Resolution rules, a confidentiality agreement, and orders from the arbitrator required the awards to remain confidential. Mr. Bar-B-Q also argued that confidentiality encouraged arbitration and reduced the burden on courts. Union Square opposed the renewed motion at first, but later withdrew its opposition after the arbitrator ruled that failing to withdraw it would breach an earlier confidentiality order. The court therefore treated the motion as unopposed.

Legal standard

The court explained that a judicial document is a filed item relevant to the court’s work and useful in the judicial process. Judicial documents carry a presumption of public access, and that presumption is strongest when the document forms the basis of the court’s decision. The party seeking a seal bears the burden of showing why sealing is necessary. A confidentiality agreement or confidentiality order, without more, does not overcome the public-access presumption. Sealing must be supported by specific findings showing that it is essential to protect a higher value and is narrowly tailored to that purpose.

Court’s analysis

The court held that both Partial Final Awards were judicial documents. The Second Partial Final Award was directly relevant because Union Square sought to have the court confirm that award. The First Partial Final Award was also relevant because it was the basis for the Second Partial Final Award and was repeatedly cited in the petition and supporting memorandum. The court stated that the awards would also likely be relevant if Mr. Bar-B-Q filed a motion to dismiss the petition.

The court rejected Mr. Bar-B-Q’s reliance on the arbitration rules, confidentiality agreement, and arbitrator’s orders. It found that Mr. Bar-B-Q had not identified additional legitimate reasons for sealing the awards or provided evidence allowing the court to make the specific findings required for closure. The court emphasized that once a party asks a court to confirm an arbitration award, the petition and the underlying award become judicial documents subject to the presumption of public access.

The court expressly stated that whether Union Square violated the confidentiality agreement or the arbitrator’s orders was not before it, and it made no findings on those questions.

Disposition

The court denied Mr. Bar-B-Q’s renewed motion to seal the Partial Final Awards. It directed the Clerk of Court to terminate the open motion at Doc. 19 and to unseal Docs. 1, 2, 3-1, and 3-3.