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Souffrant v. Toyota Motor Sales, U.S.A, Inc.

United States District Court, S.D. Florida

November 16, 2017

MERCINA SOUFFRANT, as personal representative of the ESTATE OF HENOLD SOUFFRANT, Plaintiff,
TOYOTA MOTOR SALES, U.S.A., INC., a foreign corporation, et. al., Defendants.



         This matter is before the Court on Toyota Motor Sales U.S.A., Inc.'s (“TMS”) Toyota Motor North America, Inc.'s (“TMNA”), and Toyota Motor Engineering and Manufacturing North America, Inc.'s (“TEMA”) (collectively, “Toyota” or “Defendants”) motion to seal Exhibit B to Mercina Souffrant's (“Plaintiff”) complaint. [D.E. 8]. Specifically, Toyota argues that Exhibit B contains attorney-client privileged communications, confidential proprietary information, and attorney work product. Plaintiff responded on November 6, 2017 [D.E. 10] to which Toyota replied on November 13, 2017. [D.E. 14]. Therefore, Toyota's motion is now ripe for disposition. After careful consideration of the motion, response, reply, relevant authority, and for the reasons discussed below, Toyota's motion is GRANTED.

         I. ANALYSIS

         The purpose of Toyota's motion is to seal Exhibit B to Plaintiff's complaint on the basis that the documents contain attorney-client privileged communications, confidential proprietary information, and attorney work product. Plaintiff filed this action on September 6, 2017 [D.E. 1] and attached as Exhibit B to her complaint a set of documents and a February 2010 letter from Edolphis Towns, the Chairman of the House of Representatives Committee on Oversight and Government Reform, to Mr. Yoshimi Inaba, the President and CEO of TMNA. Mr. Towns obtained these documents after subpoenaing a former Toyota attorney - Mr. Biller - who had wrongfully obtained the items from Toyota.

         Toyota suggests that Mr. Towns' letter must be sealed because it describes in detail several emails and internal communications from Mr. Biller that contain Toyota's attorney-client privileged communications and confidential work product.[1]Toyota also argues that the attached emails at Exhibit B include legal advice that Mr. Biller gave to Toyota as an attorney, his perceived basis for that advice, internal discussions between attorneys in TMS's legal services group, related internal litigation strategies, and disagreements with respect to ongoing cases. As such, Toyota requests that the Court direct the clerk to permanently seal all of the documents attached as Exhibit B from the public domain.

         Moreover, Toyota argues that it will suffer prejudice if the documents are not sealed because the information in Exhibit B could be used in future lawsuits to target Toyota and would therefore violate public policy in favor of protecting attorney-client communications. Toyota contends that Mr. Biller's statements in the documents at Exhibit B are based on confidential and privilege information that could cause significant harm to Toyota's business and litigation interests. And although Mr. Biller allegedly stole these documents from Toyota and Congress published them (before later taking them down), Toyota contends that it has never waived its privilege. Therefore, Toyota concludes that, although Plaintiff is in possession of the documents at Exhibit B, the protections of the privilege should still apply notwithstanding Mr. Biller's unauthorized actions.

         As further support, Toyota relies on the Ninth Circuit's decision in Biller, where the court affirmed an arbitrator's decision and concluded that the same documents attached as Exhibit B represent Toyota's confidential proprietary information:

[T]he district court determined that the four attachments contained Biller's own work product from his time as TMS's counsel, and that the letter referred to the attached materials. The district court concluded that although the letter was first made public on the Internet by Congress, TMS protested and requested that the letter be taken down, a request that Congress granted. In these circumstances, we conclude that TMS preserved its right to maintain the confidentiality of the letter under the Severance Agreement. Accordingly, the district court correctly concluded that these documents were Confidential Information within the scope of the Permanent Injunction.

Biller, 668 F.3d at 670. As such, Toyota believes that it has a legitimate privacy interest in preventing any further dissemination of its confidential information and that sealing the documents at Exhibit B will not impair Plaintiff's claims nor impede the interests of justice.

         Plaintiff opposes Defendants' motion because Defendants have allegedly failed to meet their burden in sealing the contents of Exhibit B from the public domain. Plaintiff argues that sealing the contents of Exhibit B will have a deleterious effect on consumers and motorists because it may result in countless wrongful deaths and catastrophic life-altering injuries being caused by Toyota's wrongdoing.[2]

         Plaintiff further contends that Toyota has failed to demonstrate with any factual specificity that it will be prejudiced by the contents of Exhibit B and that Toyota's conclusory assertions with respect to the documents at issue are not enough to overcome the strong presumption in favor of the public's access to judicial proceedings. See In re: Photochromic Lens Antitrust Litig., 2011 WL 13141945, at *1 (M.D. Fla. June 9, 2011) (“[A] bald assertion that disclosure could harm a business's competitive position is insufficient.”) (citing Baxter Int'l Inc. v. Abbott Labs., 297 F.3d 544, 547 (7th Cir. 2002)); In re Parmalat Secs. Litig., 258 F.R.D. 236, 244 (S.D.N.Y. 2009) (“The party opposing disclosure must make a particular and specific demonstration of fact showing that disclosure would result in an injury sufficiently serious to warrant protection.”).[3]

         Plaintiff also takes issue with Toyota's reliance on the documents being facially stamped as confidential as being sufficient in demonstrating that the documents are privileged. And Plaintiff points out that the Ninth Circuit's decision in Biller was simply a case where the court refused to disturb the findings of an arbitrator - under “a very lax standard” that found the same documents at issue here as privileged. Because Toyota has failed to specify the harm that would be suffered if Exhibit B remained accessible to the public, Plaintiff suspects that Toyota merely wants to mitigate litigation damage stemming from wrongdoing associated with automobile safety and irresponsible litigation practices. Accordingly, Plaintiff argues that the public has an instrumental right to access the contents of Exhibit B to Plaintiff's complaint and that the balance of relevant factors weighs in favor of denying Defendants' motion.

         “The operations of the courts and the judicial conduct of judges are matters of utmost public concern, ” Landmark Commc'ns, Inc. v. Virginia, 435 U.S. 829, 839 (1978), and “[t]he common-law right of access to judicial proceedings, an essential component of our system of justice, is instrumental in securing the integrity of the process.” Chicago Tribune Co. v. Bridgestone/Firestone, Inc., 263 F.3d 1304, 1311 (11th Cir. 2001). This right “includes the right to inspect and copy public records and documents.” Id. (citation omitted). However, this right of access is not absolute because it ordinarily “does not apply to discovery and, where it does apply, may be overcome by a showing of good cause.” Romero v. Drummond Co., 480 F.3d 1234, 1245 (11th Cir. 2007).

         A finding of good cause requires “balanc[ing] the asserted right of access against the other party's interest in keeping the information confidential.” Chicago Tribune, 263 F.3d at 1309. “[W]hether good cause exists . . . is . . . decided by the nature and character of the information in question.” Id. at 1315. “In balancing the public interest in accessing court documents against a party's interest in keeping the information confidential, courts consider, among other factors, whether allowing access would impair court functions or harm legitimate privacy interests, the degree of and likelihood of injury if made public, the reliability of the information, whether there will be an opportunity to respond ...

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