Roche Freedman LLP v. Jason Cyrulnik

Background

The court held an August 30, 2023 hearing on requests by the Roche Freedman parties to seal substantial portions of their summary-judgment materials, including materials submitted by Jason Cyrulnik. Non-parties expressed interest in sealing some documents or portions of documents, but none appeared at the hearing. At the court’s direction, the parties submitted a narrowed set of materials with proposed redactions. The court had already ruled on some requests and addressed the remaining requests in this Opinion and Order.

Rulings on sealing requests

The court granted requests to seal personal information, including telephone numbers, home addresses, personal email addresses, Social Security numbers, medical information, airline account numbers, credit card numbers, and bank account and routing numbers.

The court denied requests to seal associate names and identifying information. It concluded that possible reputational harm to the attorneys was not enough to justify sealing and that the materials were more like ordinary workplace communications than personnel-file information.

The court also denied requests to seal references to firm or partner compensation, voting, equity percentages, token allocation, token distribution, token purchases, and token sales. It found those details central to the case and unlike private personal financial information that could support sealing.

The court granted requests to seal the names of firm clients wholly unrelated to the action. It denied requests to seal entire sets of business communications with a client based only on confidentiality agreements, explaining that private agreements alone do not provide a legal basis for sealing when attorney-client privilege is not asserted. The court similarly denied the request to seal the entire AVA Labs retention agreement and related discussions.

The court denied the request to seal all of Exhibit A to the Memorandum of Understanding, stating that the exhibit was a financial agreement not subject to confidentiality. It nevertheless permitted redaction of the identity of the “Buyer” and paragraph 2 of the Prepaid Forward Purchase Agreement.

The court granted the request to seal the entire compensation package offered to Cyrulnik by a third party because it revealed highly sensitive commercial information of a third party and was not directly relevant to a claim or defense. It also granted requests to seal dollar amounts in client invoices, firm payroll information, attorney billable-hours compensation, and specified information protected by attorney-client privilege.

The court denied requests to seal portions of Nathanial Holcomb’s declaration based on attorney-client privilege. It found that the declaration principally described business communications among firm members and Holcomb’s observations as a witness to events, rather than communications between the Roche Freedman parties and their attorneys. The court allowed redaction of the communication with outside counsel in paragraph 108.

Disposition and next steps

The court directed the parties to coordinate changes to their redactions and refile their summary-judgment materials by September 12, 2023. The refiling could not include submissions or redactions beyond those in the materials submitted to the court on August 24, 2023. This order addressed sealing and redaction requests; it did not decide the underlying summary-judgment issues.