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MetLife, Inc. v. Financial Stability Oversight Council

United States District Court, District of Columbia

May 25, 2016

METLIFE, INC., Plaintiff,



         Better Markets, Inc. filed a motion to intervene and a contingent application for an order to show cause why the record in this case should not be entirely unsealed. The underlying lawsuit was brought by MetLife to challenge to its designation by the Financial Security Oversight Council (FSOC) as a nonbank systemically important financial institution under the Dodd-Frank Act. That challenge was sustained and the designation rescinded. Yet as Better Markets points out, much of the substantive record concerning FSOC’s Final Determination, and MetLife’s opposition to it, remains sealed or redacted from the public record.

         The motion to intervene by permission will be granted and the application for an order to show cause will be denied. The motion assumes that this Court has not reviewed the record in this case or the extensive briefs filed in it, and that the Court instead has allowed the parties alone to determine what should be redacted. That assumption is in error. Just as importantly, the law protects MetLife’s submissions to FSOC and FSOC’s discussion of them. Finally, the need to unseal the record is lessened because the Court’s prior Opinion and Order contain no redactions and can be fully understood.

         I. FACTS

         On December 18, 2014, FSOC voted 9-1 to designate MetLife under Section 113 of the Dodd-Frank Act, 12 U.S.C. § 5323. On the same day, FSOC issued its Explanation of the Basis of Final Determination (Final Determination). FSOC concluded that “material financial distress” at MetLife “could pose a threat to the financial stability of the United States.” See 12 U.S.C. § 5323(a)(1).

         A public version of FSOC’s Final Determination has been available since the day it was issued. See That 30-page analysis lays bare each of FSOC’s conclusions vis-à-vis MetLife and its potential to threaten the financial stability of the United States. An appendix summarizes MetLife’s Consolidated Balance Sheet. See id.

         A. Procedural History

         On January 13, 2015, MetLife filed suit in this Court seeking rescission of FSOC’s Final Determination. See Compl. [Dkt. 1]. The parties filed cross motions for summary judgment. On August 24, 2015, MetLife filed an unopposed motion to file unredacted final briefs under seal. See Mot. [Dkt. 67]. The motion was granted by Minute Order, and MetLife filed its final briefs under seal on September 18, 2015. See Mem. [Dkt. 72-1]; Reply [Dkt. 73-1]. MetLife also moved to file the Joint Appendix under seal. See Mot. [Dkt. 68]. That motion was granted by Minute Order, and the Joint Appendix was filed under Seal on September 4, 2016. See Joint. App’x [Dkt. 69].

         On September 30, 2015, the parties again filed publicly their final, redacted briefs. The parties had conferred and decided that even more information could be released publicly. See Notice of Filing [Dkt. 84] at 1. These were the briefs relied on by the Court. See Op. [Dkt. 105] at 2 (citing Def. Mot. for Summ. J. [Dkt. 84-1] (FSOC Mot.); Pl. Opp’n & Mot. for Summ. J. [Dkt. 86-1] (MetLife Mot.); Def. Opp’n & Reply [Dkt. 84-2] (FSOC Reply); and Pl. Reply [Dkt. 86-2] (MetLife Reply)).

         On November 19, 2015, Better Markets moved to intervene in this case. See Mot. [Dkt. 89]. Better Markets sought permissive intervention under Fed.R.Civ.P. 24(b) “for the limited purpose of seeking to unseal the record in this case.” Id. at 1. After a brief extension of time, MetLife and FSOC filed their opposition and response, respectively, to Better Markets’ motion. See Opp’n [Dkt. 95] (Opp’n); Resp. [Dkt. 96] (Resp.). Better Markets filed a reply. See [Dkt. 98] (Reply).

         On December 8, 2015, the Court granted a Motion to Compel [Dkt. 50] by MetLife. See Order [Dkt. 93]. The Court ordered 32 additional documents to be turned over and directed the parties to propose a supplemental briefing schedule. Pursuant to that schedule, MetLife filed under seal a supplemental brief on January 5, 2016 [Dkt. 97] and FSOC filed an opposition on January 26, 2016 [Dkt. 99]. MetLife filed publicly a redacted version of its Supplemental Memorandum on February 5, 2016 [Dkt. 103], as did FSOC [Dkt. 102]. Neither brief was relied on-explicitly or implicitly-in the Court’s ultimate disposition of this case. See generally Op. [Dkt. 105].

         On January 27, 2016, MetLife (of its own volition) suggested that “some of the information that had been redacted from the public versions of its briefs and the joint appendix can now be made public without compromising the Company’s proprietary commercial or financial information.” Notice of Filing [Dkt. 100] at 1. MetLife filed new, less-redacted versions its final Motion for Summary Judgment [Dkt. 100-1]; its final Reply [Dkt. 100-2]; Volume 5 of the Joint Appendix [Dkt. 100-3];[1] and Volume 13 of the Joint Appendix [Dkt. 100-4]. To appreciate how minimally redacted these filings are, consider that MetLife’s final Motion had only two redactions in 71 pages of facts and argument. See Mot. [Dkt. 100-1] at 29, 64-65. FSOC’s final Motion contained two redactions in 62 pages. See Mot. [Dkt. 84-1] at 47, 51 n.35. In short, the parties’ filings are almost entirely open to the public.

         On February 10, 2016, the Court held a hearing on the parties’ cross motions for summary judgment. The hearing was open to the public-complete with a live video feed into a second courtroom so that even more people could attend-and the Transcript of Proceedings [Dkt. 108] is available to the public.

         On March 30, 2016, the Court entered an Opinion [Dkt. 105] under seal and an Order [Dkt. 106] granting in part MetLife’s motion for summary judgment and denying FSOC’s motion for summary judgment. The Court gave the parties one week to suggest any redactions to the Court’s Opinion. Both parties agreed that the Opinion should be unsealed entirely. See Notice [Dkt. 109]. The Court agreed and entered a Minute ...

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