1- OPINION & ORDER

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF OREGON

VESTA CORPORATION,

No. 3:14-cv-1142-HZ

Plaintiff,

OPINION & ORDER

v.

AMDOCS MANAGEMENT 

LIMITED and AMDOCS, INC.,

Defendants.

Stephen F. English

Erick J. Haynie

Julia E.Markley

PERKINS COIE LLP

1120 NW Couch Street, 10th Floor

Portland, OR 97209

Attorneys for Plaintiff

Bruce G. Vanyo

Andrew G. Kleorn

Richard H. Zelichov

Christain L. Costley

Yonaton M. Rosenzweig

KATTEN MUCHIN ROSENMAN LLP

2029 Century Park East, Suite 2600

Los Angeles, CA 90067
2- OPINION & ORDER

Robert Shlachter

Joshua Ross

STOLL STOLL BERNE LOKTING & SHLACHTER P.C.

209 SW Oak Street, Suite 500

Portland, OR 97204

Attorneys for Defendants

HERNÁNDEZ, District Judge:

Plaintiff moves to redact portions of the transcript of a hearing held on December 18, 

2017, and to seal part of the Court’s February 12, 2018, Opinion and Order. Defendants do not 

object to the redaction of specific interest rates from the hearing transcript but otherwise oppose 

both motions. For the reasons that follow, the Court grants in part and denies in part Plaintiff’s 

Motion to Redact and denies Plaintiff’s Motion to Seal.

BACKGROUND

Plaintiff Vesta Corporation, an electronic payments and fraud prevention technology 

company, has sued Defendants Amdocs Management Limited and Amdocs, Inc. (collectively, 

“Defendants”), telephone billing software and services companies, for breach of contract and 

misappropriation of trade secrets. Fourth Am. Compl. (“FAC”) Intro, ECF 405. Specifically, 

Plaintiff alleges that in the course of collaborating on various projects and the attempted 

acquisitions of Plaintiff by Defendants, Plaintiff shared “highly confidential and proprietary 

information,” which Defendants used and relied upon “improperly to create, price and sell a 

competing product in order to increase its profits.” Id. As a result of Defendants’

misappropriation and breach of contract, Plaintiff alleges it “suffered lost profits and royalties on 

various accounts, including MetroPCS, Sprint and T-Mobile.” Id. at ¶¶ 79, 85, 95, 108.

On September 7 and 11, 2017, Defendants filed two motions to strike pursuant to Federal 

Rule of Civil Procedure 37. First, Defendants moved to exclude and strike Plaintiff’s untimely 
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damages theories. Defs. Mot. Strike Damages, ECF 476. Second, Defendants moved to exclude 

and strike Plaintiff’s late identified technical trade secrets. Defs. Mot. Strike Trade Secrets, ECF 

483. The Court held a hearing on both motions on December 18, 2017, that was open to the 

public. See Minutes of Proceedings, ECF 538.

At the hearing, the Court denied Defendants’ motion to strike Plaintiff’s damages 

theories but granted Defendants additional time to conduct discovery. Id. After receiving 

supplemental briefing from the parties, the Court issued an Opinion and Order on February 12, 

2018, granting in part and denying in part Defendants’ motion to strike Plaintiff’s late-identified 

trade secrets. Opinion & Order (“O&O”), ECF 553. Plaintiff filed the present motions to redact 

portions the hearing transcript and the Court’s Opinion and Order. Pl. Mot. Redact, ECF 546; Pl. 

Mot. Seal, ECF 554.

STANDARDS

“Historically, courts have recognized a ‘general right to inspect and copy public records 

and documents, including judicial records and documents.’” Kamakana v. City and Cty. of 

Honolulu, 447 F.3d 1172, 1178 (9th Cir. 2006) (quoting Nixon v. Warner Commcn’s Inc., 435 

US 589, 597–98 (1978)). There is a “strong presumption in favor of access” to court records 

except for those traditionally kept secret, such as grand jury transcripts and warrant materials. Id.

(citing Foltz v. State Farm Mut. Auto. Ins. Co., 331 F.3d 1122, 1135 (9th Cir. 2003)). Courts, 

therefore, require “compelling reasons” to seal judicial records: “[T]he party [seeking to seal a 

judicial record] must articulate compelling reasons supported by specific factual findings that 

outweigh the general history of access and the public policies favoring disclosure, such as the 

public interest in understanding the judicial process.” Id. at 1178–79 (internal citations and 

quotations omitted). If, after balancing the interests of the public and the party seeking to keep 
4- OPINION & ORDER

certain judicial records secret, “the court decides to seal certain judicial records, it must ‘base its 

decision on a compelling reason and articulate a factual basis for its ruling, without relying on 

hypothesis or conjecture.’” Id. at 1179 (quoting Hagestad v. Tragesser, 49 F.3d 1430, 1434 (9th 

Cir. 1995)).

Where the information in question is attached to a non-dispositive motion, courts apply a

lower “good cause” standard from Rule 26(c). See id. (“We have, however, carved out an 

exception to the presumption of access to judicial records for a sealed discovery document

attached to a non-dispositive motion, such that the usual presumption of the public’s right of 

access is rebutted.” (internal citations omitted; emphasis in original)). “[T]he public has less of a 

need for access to court records attached only to non-dispositive motions because those 

documents are often ‘unrelated or only tangentially related to the underlying cause of action.’” 

Id. (quoting Foltz, 331 F.3d at 1135). “[A]s the private interests of the litigants are ‘the only 

weights on the scale’” under these circumstances, application of the good cause standard from 

Rule 26(c) “makes sense.” Ctr. for Auto Safety v. Chrylser Grp., LLC, 809 F.3d 1092, 1097–98

(9th Cir. 2016) (quoting Kamakana, 447 F.3d at 1180). 

In determining whether the good cause or compelling reason standard applies in a given 

case, the court should not mechanically label motions “dispositive” or “nondispositive.” Id. at 

1098. Rather, the court should focus on whether the “issue is more than tangentially related to 

the underlying cause of action” or the “merits of the case.” Id. at 1099 (emphasizing that “plenty 

of technically nondispositive motions—including routine motions in limine—are strongly 

correlative of the merits of a case”). 

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5- OPINION & ORDER

DISCUSSION

Plaintiff moves to redact portions of the December 18, 2017, hearing transcript and to 

seal part of the Court’s February 12, 2018, Opinion and Order.1 With regard to the hearing 

transcript, Plaintiff seeks to redact six categories of information: (1) information that is 

confidential by contract or industry practice (such as the names of potential bidders in the merger 

and acquisition process); (2) sensitive financial information, including valuations, negotiated 

interest and financing rates, and related information; (3) the names of Plaintiff’s confidential 

business partners and third-party contractors; (4) internal code names for Plaintiff’s business 

activities; (5) information about Plaintiff’s confidential interactions with customers; and (6) 

information regarding Plaintiff’s technical products, such as the location of the e-wallet, whether 

Plaintiff served as the merchant of record for various customers, and other technical details in 

trade secret documents. Pl. Mot. Redact 6–7. With regard to the Court’s Opinion and Order, 

Plaintiff “moves for the Court to seal a limited portion (two paragraphs)” that relate to the 

location of the e-wallet function of its payment platform. Pl. Mot. Seal 2. Defendants oppose all 

of Plaintiff’s proposed redactions except those pertaining to specific interest rates on Plaintiff’s

loans with various lenders. Defs. Opp. Mot. Redact 4 n.8, 5 n.9, ECF 549. Defendants also 

oppose Plaintiff’s motion to seal because Plaintiff does not articulate with specificity the harm it 

would suffer by the disclosure of this information. Defs. Opp. Mot. Seal 1–2, ECF 555. 

I. Redacting Portions of a Transcript Held in Open Court

As a preliminary matter, the Court notes that the information that Plaintiff seeks to redact 

was discussed at a three-hour hearing in open court. Plaintiff states in its reply that “counsel for 

Vesta specifically confirmed that there were no members of the public present in the [c]ourtroom 

 

1 This Opinion shall not be construed as having any bearing on the underlying merits of this 

action. 
6- OPINION & ORDER

and, on that basis, and in reliance on the fact that the Procedures contemplate post-hearing 

motions to redact, Vesta did not request that the Court seal the courtroom.” Pl. Reply Mot. 

Redact 9, ECF 558. It further emphasizes that the parties’ stipulated protective order “allowed 

Vesta to request authority to clear the courtroom.” Id. 

In TriQuint Semiconductor Inc. v. Avago Technologies Limited, the district court denied 

the parties’ “ex-post facto” request to redact a hearing transcript. No. CV-09-1531-PHX-JAT, 

2012 WL 1432519, at *2 (D. Ariz. April 25, 2012). First, it noted that the parties sought the 

redaction of sensitive business information, and the electronic transcripts policy relied on by the 

parties in support of this redaction was primarily concerned with the redaction of personal 

identifiers described in Federal Rule of Civil Procedure 5.2, such as the names of minors and 

Social Security numbers. Id. at *2–3. Next, the court emphasized that none of the requested

redactions were “the result of any inadvertent or unexpected statements made during the . . . 

proceeding,” and neither party requested that the hearing be sealed before it took place or voiced 

any concern over the disclosure of information to the court at the proceeding. Id. at *5. Further, 

the parties offered “no more than citations to previous orders by the Court granting motions to 

seal . . . and ‘conclusory statements’ regarding the need to redact portions of the transcript.” Id. 

at *6. Ultimately, the court concluded that because the hearing had been open to the public it 

would not apply the Kamakana standard and declined to redact the information requested from 

the hearing transcript. Id. at *7 (finding the parties had “already voluntarily ‘let the cat out of the 

bag’”). 

Similarly, in this case Plaintiff does not seek to redact those personal identifiers that the 

electronic transcript policy is primarily concerned with. See U.S. Dist. Ct. Policy & Proc. for the 

Elec. Filing of Transcripts (available at https://www.ord.uscourts.gov/index.php/filing-and-
7- OPINION & ORDER

forms/transcript-information/958-policy-and-procedures-for-the-electronic-filing-of-transcripts).

Instead, Plaintiff asks the Court to redact additional sensitive business and technical information 

that it knew in advance was likely to be discussed at the hearing. Yet Plaintiff never requested 

that the Court seal the courtroom or notified the Court that it was concerned about the disclosure 

of information at the hearing. While Plaintiff appears to have taken some steps to prevent the 

disclosure of information by determining the identity of all those present at the hearing, the fact 

remains that the courtroom was open to the public and this information has already entered the 

public domain. 

Further, like in TriQuint Semiconductor, Plaintiff fails to demonstrate compelling reasons 

for its requested redactions.

2 With regard to judicial records, there is a “strong presumption in 

favor of access,” and Plaintiff has the burden of providing “compelling reasons” for overriding 

this presumption. Foltz, 331 F.3d at 1135. Compelling reasons generally exist where “‘court 

files might have become a vehicle for improper purposes,’ such as the use of records to gratify 

private spite, promote public scandal, circulate libelous statements, or release trade secrets.” 

Kamakana, 447 F.3d at 1179 (citing Nixon, 435 US at 598); see also Chrylser, 809 F.3d at 1097–

98 (indicating that there may be compelling reasons to seal “business information that might 

harm a litigant’s competitive standing”). If the court decides to seal a judicial record, it “must 

 

2 As described below in Section II, the Court finds that the “compelling reasons” standard should 

apply in this case. First, the case law suggests that the good cause exception applies only to 

documents attached to a nondispositive motion. See Kamakana, 447 F.3d at 1179 (noting the 

good cause exception applies to a “sealed discovery document attached to a non-dispositive 

motion”). This document, by contrast, is the transcript of a hearing held in open court and, 

therefore, relevant to the public’s understanding of the judicial process. See Phillips ex. rel. 

Estates of Byrd v. Gen. Motors Corp., 307 F.3d 1206, 1212–13 (9th Cir. 2002) (“In deciding 

whether sufficient countervailing interests exist, the courts will look to the public interest in 

understanding the judicial process. . . .”). Second, with regard to the portion of the hearing on 

Defendants’ motion to strike Plaintiff’s trade secrets, the motion is more than tangentially related 

to the merits of this case. In this trade secrets action, the scope of Plaintiff’s secrets is central this 

case’s disposition. 
8- OPINION & ORDER

base its decision on a compelling reason and articulate the factual basis for its ruling, without 

relying on hypothesis or conjecture.” Foltz, 331 F.3d at 1135 (internal citations and quotations 

omitted). 

Here, while Plaintiff provides reasoning that could be—under certain circumstances—

compelling, Plaintiff has not articulated a sufficient factual basis upon which the Court could 

base its ruling. Plaintiff contends that this information is proprietary and confidential to Plaintiff 

and that its release may harm Plaintiff and third parties. But Plaintiff does not provide evidence 

from which the Court can conclude that the disclosure of this information—as it appears in the 

transcript at issue—might result in the release of trade secrets, its improper use, or harm to a 

business’s competitive standing.

For example, Plaintiff seeks to redact confidential business information—such as the 

names of third parties—by alleging that the information would “risk business injury to third 

parties” as it is standard industry practice not to disclose the names of bidders in the merger and 

acquisition process. Pl. Mot. Redact 7–8. In support of this argument, Plaintiff provides copies of 

three nondisclosure agreements it entered into with third parties, only one of which clearly states 

that the identity and fact of Plaintiff’s possible acquisition is confidential. See Markley Decl. 

Exs. A–C, ECF 547. Plaintiff also asserts that it “has an obligation to protect third parties’ 

confidential information.” Pl. Reply Mot. Redact 6. Plaintiff, however, provides no argument or 

evidence to demonstrate that the release of the identities of potential bidders might cause harm. 

Plaintiff’s request that the Court redact information regarding valuation and financing 

arrangements is more compelling in that Plaintiff persuasively reasons that this information 

could negatively impact its future contract negotiations, merger and acquisition discussions, and 

financing discussions. Pl. Mot. Redact. 8; see also In re Electronic Arts, Inc., 298 Fed.Appx. 
9- OPINION & ORDER

568, 569 (9th Cir. 2008) (ordering the district court to file under seal a licensing agreement 

containing pricing terms, royalty rates, and minimum payment terms). Defendants do not object 

to Plaintiff’s proposed redactions of its privately negotiated interest rates, Defs. Opp. Mot. 

Redact 4 n.8, 5 n.9, and the Court will permit these redactions. Plaintiff, however, fails to 

provide facts from which the Court could affirmatively conclude that the additional valuation 

and financial information it seeks to redact, including the value of its new damages theories,

could reasonably result in injury to Plaintiff. Indeed, at least one alleged piece of confidential 

financial information Plaintiff seeks to redact was already publically available in its Fourth 

Amended Complaint. Compare Pl. Mot. Redact 4 (the Court describing the value of the case) 

with FAC 32 ¶¶ 1, 3 (asking for approximately $270 million in damages). In other words, 

Plaintiff’s assertion that this information is confidential and speculation that it could cause harm 

are not, alone, sufficient to justify the redactions Plaintiff seeks.

Plaintiff similarly provides no basis upon which the Court can determine that Plaintiff’s 

dealings with customers and technical information—as discussed in the hearing—would cause it 

harm or be used for an improper motive. See Pl. Mot. Redact 8. While the Court acknowledges 

that the information may be sensitive business and technical information, Plaintiff has not 

indicated how this information, which was described in very general terms, could be used for an 

improper or harmful business purpose. For example, Plaintiff asks the Court to redact what it 

admits is a high-level outline of the content of the Scope of Services papers at issue in the motion 

because it “describes and relates to [Plaintiff’s] confidential information.” Pl. Reply Mot. Redact 

5. Plaintiff, however, does not indicate how this description could cause harm to Plaintiff. The 

fact Plaintiff considers the document summarized to be confidential is not, alone, a compelling 

reason to redact this information. Similarly, there is no evidence to suggest that whether Plaintiff 
10- OPINION & ORDER

or a customer served as the merchant of record in various instances could be used for an 

improper purpose or cause harm. Pl. Mot. Redact 7–8; Pl. Reply Mot. Redact 5.

In sum, Plaintiff has not sufficiently demonstrated a compelling reason to restrict the 

public’s access to this judicial record. The hearing proceeded in open court, and both parties 

were aware that the information Plaintiff seeks to redact was likely to be discussed at the 

hearing. In addition, instead of providing the Court with a factual basis on which to base its 

decision, Plaintiff generally asserts that it considers this information to be confidential and 

provides speculative allegations of harm that could result to itself and third parties. The Court 

cannot rely on hypothesis and conjecture in sealing a judicial record. Accordingly, except for 

redactions pertaining to Plaintiff’s interest rates, the Court denies Plaintiff’s motion to redact the 

hearing transcript from December 18, 2017.

II. Sealing Portions of the Court’s Opinion & Order

Plaintiff also seeks to redact from the Court’s February 12, 2018, Opinion and Order a 

two-paragraph discussion and footnote broadly describing the parties’ dispute over and 

Plaintiff’s expert’s discussion of the location of the e-wallet in various documents. Pl. Mot. Seal 

2. Here, too, the Court finds that the compelling reason standard applies to Plaintiff’s request. 

First, the Opinion that the parties seek to redact is a judicial record—not merely a document 

attached to a nondispostive motion. See Kamakana, 447 F.3d at 1179 (noting the good cause 

exception applies to a “sealed discovery document attached to a non-dispositive motion”). 

Second, the motion is not a “nondispositive” motion simply because it was brought by 

Defendants under Rule 37. See Chrysler, 809 F.3d at 1099 (Courts have been instructed to focus 

the on whether an “issue is more than tangentially related to the underlying cause of action” or 

the “merits of the case.”). In this instance, Defendants’ motion pertained to the scope and 
11- OPINION & ORDER

definition of Plaintiff’s trade secrets. In a trade secrets action, such a motion is more than 

tangentially related to the underlying cause of action. It goes to the heart of the case.

Applying this standard, the Court again finds that Plaintiff has not provided compelling 

reasons to support its requested redactions. Plaintiff asserts that it “considers proprietary its 

information about the location of the ‘e-wallet’ in [its] product solution, and [it’s] rationale for 

recommending the placement of the ‘e-wallet’ in the payment solution rather than the billing 

system.” Pl. Reply Mot. Seal 3. The Court acknowledges that this is sensitive information and 

that the e-wallet is one part of an alleged trade secret. However, a review of the decision reveals 

a high-level and broad discussion of the location of the e-wallet in various documents. There is 

no detail or discussion of any architectural diagrams or specific information regarding the ewallet’s integration in either iteration of the payment system. Nor is there any discussion of 

Plaintiff’s design preferences or rationale for the various placements of the e-wallet. Plaintiff has 

not identified for the Court how its broad discussion of the location of the e-wallet could be used 

for an improper business purpose or would result in the disclosure of a trade secret. Plaintiff’s 

assertions, without more, are insufficient to restrict the public’s right of access to the Court’s 

Opinion.

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12- OPINION & ORDER

CONCLUSION

Plaintiff’s Motion to Redact [546] is GRANTED in part and DENIED in part, and 

Plaintiff’s Motion to Seal [554] is DENIED. The Court will allow the redaction of specific 

interest rates. Plaintiff is instructed to file an amended list of proposed redactions that comply

with this Opinion and Order within fourteen days of this Order.

IT IS SO ORDERED.

Dated this _______________ day of May, 2018.

 

_________________________________________

MARCO A. HERNÁNDEZ

United States District Judge