Barbieri v. Legg Mason, Inc.

Background

Defendants Legg Mason, Inc., Legg Mason & Co., LLC, and Franklin Resources, Inc. asked the court to seal two exhibits that they intended to file with their motion to dismiss the complaint:

1. The Legg Mason Profit Sharing and 401(k) Plan; and 2. The Legg Mason & Co., LLC Severance Benefits Plan and Summary Plan Description.

The defendants argued that the plans were proprietary, nonpublic documents describing employee benefits and the administration of the benefits programs. They contended that disclosure could give competitors an advantage in designing benefit plans and recruiting or retaining employees. They also stated that the plaintiff’s claims for benefits under federal and state law depended on the plans’ terms, including eligibility provisions and provisions reserving interpretive discretion to the plan administrator. The plaintiff consented to the motion and deferred to the court.

Court’s analysis

The court recognized that federal courts have authority to seal judicial documents for good cause, but that judicial records are generally subject to a presumption of public access. The court must balance that presumption against interests supporting confidentiality, including protection of business information that could harm a party’s competitive position.

The court held that the defendants had not cited any law showing that the two plans were subject to sealing or had satisfied the requirements of the governing public-access standard, Lugosch v. Pyramid Co. of Onondaga. The court also found that the defendants had not shown that plan participants who received copies of the documents were required to keep them confidential.

Disposition

Judge Paul G. Gardephe denied the defendants’ motion to seal. The Clerk of Court was directed to terminate the motion at Dkt. No. 26. The opinion addressed access to the plan documents and did not decide the defendants’ motion to dismiss or the underlying benefits claims.