Brown v. Building Engines, Inc.

Background

Michael Brown sued Building Engines, Inc. as an agent for former equityholders of Emergent Properties Inc. Building Engines filed an unopposed letter motion asking permission to seal an Agreement and Plan of Merger that it submitted with its motion to dismiss. The merger agreement was referenced in Brown’s complaint, contained a confidentiality provision, and, according to Building Engines, included financially sensitive and competitively sensitive business information.

Brown later filed other documents from the merger transaction’s closing binder under seal in opposition to Building Engines’ motion to dismiss.

Court’s Analysis

The court explained that court documents generally carry a common-law presumption of public access, but that access is not absolute. Courts may weigh competing considerations, including the risk that disclosure would reveal confidential business information and cause competitive harm. After reviewing the merger agreement, the court found sealing appropriate. It approved the other merger-closing documents for the same reasons.

Disposition

Magistrate Judge Stewart D. Aaron granted Building Engines’ letter motion to seal the merger agreement and approved the filing of the other merger-closing documents under seal. The order addressed sealing only; the opinion text does not state a ruling on the motion to dismiss or on the merits of Brown’s claims.