Klein v. Prime Therapeutics, LLC

          Kathleen M. Donovan-Maher, Esq., Berman Tabacco, Boston, Massachusetts, for Plaintiffs.

          Kristen G. Marttila, Esq., Lockridge Grindal Nauen, P.L.L.P, Minneapolis, Minnesota, for Plaintiffs.

          Jaime Stilson, Esq., Dorsey & Whitney LLP, Minneapolis, Minnesota, for Defendant Prime Therapeutics.

          Jessica J. Nelson, Esq., Felhaber Larson, Minneapolis, Minnesota, for Defendant Express Scripts.

          Daniel M. Dockery, Esq., Williams & Connolly, LLP, Washington, DC, for Defendant CVS, Medco Health, and Caremark.

          Steven L. Severson, Esq., Faegre Baker Daniels LLP, Minneapolis, Minnesota, for Defendants.

          ORDER

          STEVEN E. RAU, UNITED STATES MAGISTRATE JUDGE

         This matter comes before the undersigned on Defendants Express Scripts Inc., Express Scripts Holding Co., and Medco Health Solution, Inc.'s (collectively, “Express Scripts”) Motion for Further Consideration of Sealing [Doc. No. 154], Defendant Prime Therapeutic LLC's (“Prime”) Motion for Further Consideration of Sealing [Doc. No. 160], and Defendants CVS Health Corporation, Caremark, L.L.C., Caremark RX, L.L.C., and CaremarkPCS Health, L.L.C.'s (collectively, “CVS”) Motion for Further Consideration of Sealing [Doc. No. 166] (collectively, “Motions for Continued Sealing”). This matter was referred to the undersigned pursuant to 28 U.S.C. § 636 and District of Minnesota Local Rule 72.1. For the reasons stated below, the Court grants Defendants' Motions for Continued Sealing.

         I. BACKGROUND

         The underlying litigation involves Plaintiffs Elan Klein, Adam Klein, Leah Weaver, and Arissa Paschalidis's (collectively, “Plaintiffs”) allegations that Defendants, pharmacy benefit managers (“PBMs”), violated the Employee Retirement Income Security Act of 1974 (“ERISA”) in the manner in which the Defendants negotiated out-of-pocket costs for EpiPens for individuals covered by the Defendants' health plans.^[1] See generally (Am. Compl.) [Doc. No. 107]. Currently before the Court are Defendants' Motions for Further Consideration of Sealing regarding Document Numbers 53, 58, 59, 60, 61, 63, 67, 70, 71, 74, 75, 76, 81, 84, originally filed under seal in support of the Defendants' respective Motions to Dismiss [Doc. No. 51, 56, 79]. The Motions to Dismiss were vacated as part of the Court's Order granting Plaintiffs' leave to file an amended complaint. See (Order Dated Aug. 24, 2017) [Doc. No. 94]. Plaintiffs filed their Amended Complaint on September 27, 2017, and Defendants renewed their respective motions to dismiss [Doc. Nos. 142, 145, 149]. Defendants renewed motions to dismiss are still pending and no memorandum or supporting documents have yet been filed on these motions to dismiss.^[2]

         As required under the Local Rules, the parties first submitted a Joint Motion Regarding Continued Sealing (“Joint Motion”) [Doc. No. 115]. The parties agreed that the listed documents should remain sealed, but disagreed as to why. See generally (Joint Mot.). In particular, the Defendants asserted the documents in question contained proprietary business information. See generally (id.). Three entries in the Joint Motion specified that certain nonparties considered specific documents confidential. See (id. at 8-10). The remaining entries in the Joint Motion did not include an affirmative statement that a nonparty considered the document confidential. See (id. at 1-7, 11-17). Plaintiffs did not concede that the information Defendants wanted to seal was proprietary,

but given the fact that the underlying motion has been mooted by Plaintiffs' filing of an Amended Complaint on September 27, 2017, the public's interest in a common-law right of access is minimal, and an in-depth analysis of Defendants' confidentiality claims are not warranted in light of the efficiency considerations embodied in Rule 1.

See, e.g., (id. at 2-3). The Court denied the parties' Joint Motion. (Text Only Order Dated October 27, 2017) [Doc. No. 153]. The Defendants' filed their respective Motions for Continued Sealing and memoranda in support and Plaintiffs filed an omnibus opposition brief thereafter. See (Mots. for Continued Sealing); (Defs.' Express Scripts Inc., Express Scripts Holding Company, & Medco Health Solution, Inc.'s Mem. of Law in Supp. of Mot. for Further Consideration of Sealing, “Express Scripts' Mem. in Supp.”) [Doc. No. 156]; (Def. Prime Therapeutics LLC's Mem. in Supp. of its Mot. for Further Consideration of Sealing, “Prime's Mem. in Supp.”) [Doc. No. 162]; (Mem. in Supp. of Defs. CVS Health Corporation, Caremark, L.L.C, Caremark RX, L.L.C., & CaremarkPCS Health, L.L.C.'s Mot. for Further Consideration of Sealing, “CVS's Mem. in Supp.”) [Doc. No. 168]; (Pls.' Omnibus Mem. of Law in Opp'n to Defs.' Mots. for Further Consideration of Sealing, “Pls.' Mem. in Opp'n”) [Doc. No. 173].

         Defendants argue generally that the documents should remain sealed because to the extent they are judicial records, the information they seek to seal is highly confidential and the public interest is minimal and outweighed by their respective interests in nondisclosure. See (Express Scripts' Mem. in Supp. at 7-11); (Prime's Mem. in Supp. at 6-11, 21); (CVS's Mem. in Supp. at 6-11). Prime also argues that to the extent the documents are not judicial records, they have established good cause ...