Tobacco Technology, Inc. v. Taiga International, N.V. (Maryland U.S.D.C.)(not approved for publication)

Decided January 17, 2007--Opinion by Judge Catherine C. Blake (not approved for publication)

Plaintiff, TTI, a Maryland corporation, is a manufacturer of tobacco flavors and products. Taiga, a Belgium corporation, agreed to serve as the exclusive European agent for TTI's tobacco flavors. Ronald Whitehead, TTI's former president, sat on the board of directors for both Taiga and TTI. In its Complaint, TTI alleges Taiga committed numerous breaches of contract and agent's duty. TTI further asserts Whitehead had knowledge of these breaches and aided Taiga in their concealment, thereby acting as Taiga's agent and in breach of his duty of loyalty owed to TTI.

The basis for Plaintiff's motion to seal is a post-employment agreement between TTI and Whitehead, which states in relevant part: "Neither of the parties shall publish or make any comments about the other that are disparaging." Without admitting that its allegations in the Complaint violate this agreement, TTI has moved to seal the record in order to protect itself from the possibility of contract liability.

The Court denied TTI's motion, stating that:

The common law presumes a general right to inspect and copy all judicial records and documents, although this can be rebutted if "countervailing interests heavily outweigh the public interests in access." Under this common law balancing analysis, the Fourth Circuit has found sealing appropriate "only in unusual circumstances." TTI bears the burden of showing that its fear of contract liability outweighs the strong presumption of public access.

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Case law makes clear that courts have a duty to protect the public interest even in private civil cases. Moreover, the already strong presumption of access is further strengthened when a document directly affects an adjudication, such as a complaint in a motion to dismiss proceeding, as is the case here.

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TTI has presented no compelling reason or unusual circumstance justifying its motion to seal. Instead, TTI seeks protection from the possibility that any disparaging statements concerning its former president contained in the Complaint might constitute a breach of contract. This is not sufficient to outweigh the common law’s strong presumption in favor of open access. Consequently, the plaintiff's motion to seal will be denied.

(Citations omitted.)

The full opinion is available in PDF.