Ghanem v. Intrepid Acquisition Holdings, LLC

Background

Black Diamond Commercial Finance, LLC asked the court to allow it to temporarily file under seal its memorandum opposing Al Ghanem’s motion for a preliminary injunction, declarations from Steven Shepard, Stephen Latkovic, Ethan Auerbach, and Jay Krasoff, and accompanying exhibits. Black Diamond said the materials contained information designated, or potentially designated, as confidential or highly confidential under the case’s confidentiality order. It specifically identified information related to national security and sensitive business information.

The request concerned materials about efforts by Black Diamond, IAP Worldwide Services, Inc., and IAP Global Services, LLC to sell IAP’s assets, including offers and proposed terms from potential buyers. The opinion states that IAP provides defense services primarily to the United States military or military contractors and that its senior executives require security clearances. Black Diamond requested temporary sealing so the parties could meet and confer about what redactions should be made before public filing.

Legal standard

The court applied the three-step framework from the Second Circuit’s decision in Lugosch v. Pyramid Co. of Onondaga. First, the court determines whether the material is a “judicial document”—a document relevant to the court’s work and useful in the judicial process. Second, it determines the strength of the public’s right to access the material. Third, it balances that right against competing interests.

Court’s analysis

The court determined that the requested materials were judicial documents because they were Black Diamond’s filings and supporting evidence responding to Al Ghanem’s preliminary-injunction motion. The court then found that national-security and confidentiality concerns outweighed the public’s interest in immediate access.

The court explained that documents concerning IAP’s business and asset sale could contain information that would raise national-security concerns if publicly disclosed. It also accepted that the materials likely contained sensitive business information whose disclosure could harm IAP and other businesses. The opinion identified proposed sale prices, pricing structures, offers, and counteroffers as examples of information that courts have treated as appropriate for sealing. The court gave additional weight to the fact that the requested sealing was temporary and would last only while the parties discussed proposed redactions.

Disposition

Judge Vernon S. Broderick granted the application to temporarily file the identified materials under seal in their entirety, pending the parties’ meet-and-confer about proposed redacted versions for public filing. The ruling addressed access to court documents only; it did not decide the preliminary-injunction motion or the merits of the dispute over the asset sale.