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Fudali v. Pivotal Corp.

June 5, 2009


The opinion of the court was delivered by: John M. Facciola U.S. Magistrate Judge


Plaintiff Fudali is a former employee of defendant Pivotal who brought suit alleging that she was not paid an appropriate amount of commission based on a contract she negotiated between Pivotal and a third-party called Syngenta. A jury trial was held over the course of five days in October 2007. The jury rendered a verdict in favor of the plaintiff and found that (1) Pivotal agreed to pay plaintiff under a compensation plan known as the "Channel Sale, Sales Executive & Senior Sales Executive Plan" ("Senior Sales Plan"); (2) the agreement between Pivotal and Syngenta ("Syngenta agreement") had extended payment terms; and (3) plaintiff's commission was not limited to licenses and the first year of maintenance.

Pivotal moved at the close of the plaintiff's case and again at the close of the evidence for judgment as a matter of law on those three issues. Pivotal argued that there was insufficient evidence in the record for the jury to find in plaintiff's favor on the first issue: whether Pivotal and Fudali agreed that her commissions would be calculated in accordance with the Senior Sales Plan rather than the Global Sales Plan. Pivotal also argued that there was insufficient evidence to support the plaintiff's contention that the Syngenta agreement had extended payment terms.

Finally, Pivotal argued that the contract clearly limited plaintiff's commissionable revenue to licenses and the first year of maintenance and thus no parol evidence should have been admitted to explain the meaning of the clause. I denied those motions and decided to submit the case to the jury. Defendant now renews its arguments.

It is imperative to understand that several of the arguments that Pivotal made at trial had been made earlier in a motion for summary judgment that I denied that led to the trial. My rulings at trial were therefore consistent with my early rulings to which I must now refer so that I can explain my reasoning. Unfortunately, there is an impediment to my discussing those opinions because they were filed under seal and have not yet been made part of the public record. I must begin, therefore, with an explanation of why I am unsealing them, except for certain information. I can then turn to how I ruled since the motions made at trial renewed the arguments that had been made when Pivotal moved for summary judgment.

I. The Earlier Opinions Should Be Unsealed

When discovery commenced in this case, the parties entered into a Stipulation and Order for the Protection of Confidential Information that was approved by the Court. The Order provided (inter alia) that confidential information that was filed with the Court was to be filed under seal. Order, December 11, 2003 [#16-1] ¶ 10. Thus, the filings made in this case that referenced confidential information or had confidential information attached as exhibits were filed under seal. The Court then placed under seal its Opinions and Orders, including the Memorandum Opinion of October 15, 2007 to which I must make reference to resolve the defendant's Motion for New Trial. Since the trial has been completed, I must now confront the question of whether any of my Opinions and Orders should remain sealed. I have concluded that they need not remain under seal but can be placed on the public docket with certain information expurgated. Complete copies will remain filed under seal.

The Court must begin with the heavy presumption in favor of public access to court records, particularly those that explain and contain a judge's reasoning for her decisions. See Nixon v. Warner Commc'ns, Inc., 435 U.S. 589, 597-98 (1978); Equal Employment Opportunity Comm. v. Nat'l Children's Center, 98 F.3d 1406, 1409 (D.C. Cir. 1996) (presumption in favor of public access to judicial proceedings is especially strong as to court's decrees, judgments and orders, the "quintessential business of the public's institutions"); In re Application of Nat'l Broad. Co., 653 F.2d 609, 612 (D.C. Cir. 1981) (existence of common law right to inspect and copy judicial records is indisputable and serves interest of ensuring integrity of judicial proceedings); In re Vitamins Antitrust Litig., 357 F. Supp. 2d 50, 52 (D.D.C. 2004) ("[T]he public does not only have an interest in what the court decides and why it makes its decisions; it also has the right to know that information. Therefore, any orders or opinions I issue will unquestionably be on the public record.").

This right, however, is not absolute and may yield (inter alia) to a party or third person's legitimate effort to protect its trade secrets. United States v. Hubbard, 650 F.2d 293, 316 (D.C. Cir. 1981). The clash between public access and the desire for the privacy claimed should be resolved by analyzing the factors identified in that case: (1) the need for public access to the documents at issue; (2) the public use of the documents; (3) the objection made and the party making it; (4) the strength of the generalized property and privacy interests asserted; (5) the possibility of prejudice; and (6) the purposes for which the documents were introduced.

First, while this a private and commercial dispute and there has been no public use of the documents, there is a justified public interest, previously identified, in the public's learning the reasons for the Court's decisions. Second, while the information at issue in now seven years old, I will take as a given that its disclosure now would harm Pivotal and Syngenta because it discloses pricing information that might hurt their competitive positions in the marketplace. Third, I have to note that no effort was made to seal the court room during the trial. While I cannot pretend that this case drew a crowd to the court room, that the very issues discussed in my opinions were testified to and argued about in a public court room cuts in favor of disclosure of my opinions discussing the same issues. In re Application of Nat'l Broad. Co., 653 F.2d at 614 (fact that tapes sought to be disclosed were played to jury weighs heavily in favor of disclosure; trials are public events and what transpires in the court room is public property).

Fortunately, there is a resolution that would serve both the interests of public access and the maintenance of confidentiality for proprietary information without having to decide whether the interest in public access trumps the need for secrecy. I have reviewed my prior opinions and have determined that they are still comprehensible even if I eliminate from them the numerical information. That there was a contract between Syngenta and Pivotal is not a trade secret; only its terms expressed in pricing information could possibly qualify. Accordingly, I have deleted from my opinions all the numerical information and will order that, as expurgated, they now be filed on the public record.

II. Analysis

A. Standard for Judgment as a Matter of Law, or a New Trial

Judgment as a matter of law is appropriate if "a party has been fully heard on an issue during a jury trial and the court finds that a reasonable jury would not have a legally sufficient evidentiary basis to find for the party on that issue." Fed. R. Civ. P. 50(a). To determine whether there is sufficient evidence to set aside the jury's verdict, the Court must consider all the evidence in the record. Stenograph LLC v. Bossard Assoc., Inc., 144 F.3d 96, 99 (D.C. Cir. 1998). "In doing so, however, the court must draw all reasonable inferences in favor of the nonmoving ...

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