Zest Anchors, LLC v. Biomet 3i, LLC

Background

Biomet 3i, LLC, doing business as ZimVie, asked the court to seal a 2016 distribution agreement between the parties. Biomet 3i submitted the agreement as Exhibit 1 to the declaration supporting its motion to dismiss Zest Anchors, LLC’s complaint. Zest Anchors, doing business as Zest Dental Solutions, did not object to sealing the exhibit.

Court’s Analysis

The court recognized that the public and press generally have a qualified First Amendment right to access judicial documents. That right can be overcome when specific findings show that sealing is necessary to protect a higher value and is narrowly tailored to that purpose. The parties agreed that the exhibit contained sensitive competitive business information, and the court reviewed the exhibit.

The court concluded that disclosure could place both parties at a competitive disadvantage by revealing sensitive pricing, information about relationships with third parties, negotiation tactics, and the parties’ valuation of contract terms. The court therefore found that the need to protect proprietary business information outweighed the presumption of public access.

Ruling

Judge Jennifer L. Rochon granted the request to seal Exhibit 1, the distribution agreement. The document was to remain under seal and be available to counsel for all parties, the court, and court personnel.