Edwards v. Arrowgrass Capital Partners LLP

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Edwards v Arrowgrass Capital Partners LLP 2024 NY Slip Op 33520(U) September 28, 2024 Supreme Court, New York County Docket Number: Index No. 654375/2019 Judge: Andrea Masley Cases posted with a "30000" identifier, i.e., 2013 NY Slip Op 30001(U), are republished from various New York State and local government sources, including the New York State Unified Court System's eCourts Service. This opinion is uncorrected and not selected for official publication.

[FILED: NEW YORK COUNTY CLERK 09/30/2024 04:17 P~ INDEX NO. 654375/2019 NYSCEF DOC. NO. 314 RECEIVED NYSCEF: 09/28/2024

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK: COMMERCIAL DIVISION PART 48 ----------------------------------------------------------------------------------- X

MICHAEL EDWARDS, OLD POST COMPANY, INC., INDEX NO. 654375/2019

Plaintiffs, MOTION DATE - V - MOTION SEQ. NO. 010 011 ARROWGRASS CAPITAL PARTNERS LLP, ARROWGRASS CAPITAL PARTNERS (US) LP, ARROWGRASS CAPITAL SERVICES (US) INC., DECISION+ ORDER ON ARROWGRASS CAPITAL SERVICES UK LTD., and MOTION ARROWGRASS INVESTMENT MANAGEMENT LTD.,

Defendants. ----------------------------------------------------------------------------------- X

HON. ANDREA MASLEY:

The following e-filed documents, listed by NYSCEF document number (Motion 010) 266,267,268,269, 270,271,272,274,275,277,278,282 were read on this motion to/for SEAL

The following e-filed documents, listed by NYSCEF document number (Motion 011) 299, 300, 301, 302, 303,304,305,306,307,308,310,311 were read on this motion to/for SEAL

Mot. Seq. No. 010

In motion sequence number 010, defendants Arrowgrass Capital Partners LLP,

Arrowgrass Capital Partners (US) LP, Arrowgrass Capital Services (US) Inc.,

Arrowgrass Capital Services UK Ltd., and Arrowgrass Investment Management Ltd.

move pursuant to the Uniform Rules of the New York State Trial Courts (22 NYCRR) §

216.1 to redact NYSCEF 255 1 (Amended and Restated Consultancy Agreement) and

256 2 (Amended and Restated Separation Agreement between Arrowgrass and Michael

[FILED: NEW YORK COUNTY CLERK 09/30/2024 04: 17 PM] INDEX NO. 654375/2019 NYSCEF DOC. NO. 314 RECEIVED NYSCEF: 09/28/2024

[FILED: NEW YORK COUNTY CLERK 09/30/2024 04:17 P~ INDEX NO. 654375/2019 NYSCEF DOC. NO. 314 RECEIVED NYSCEF: 09/28/2024

sound basis or legitimate need to take judicial action." (Danco Lab, Ltd. v Chemical

Works of Gedeon Richter, Ltd., 27 4 AD2d 1, 8 [1st Dept 2000] [internal quotations

omitted].)

Records concerning financial information may be sealed where there has not

been a showing of relevant public interest in the disclosure of that information. (See

Dawson v White & Case, 184 AD2d 246, 247 [1st Dept 1992].) A party "ought not to be

required to make their private financial information public ... where no substantial public

interest would be furthered by public access to that information." (D'Amour v

Ohrenstein & Brown, 17 Misc 3d 1130[A], 2007 NY Slip Op 52207[U], *20 [Sup Ct, NY

County 2007] [citations omitted].)

Defendants have demonstrated good cause to redact Edwards' compensation

information in NYSCEF 296. Defendants have an interest in keeping the financial

arrangement with Edwards private and there has been no showing of a legitimate public

interest in this information. Moreover, the court has already permitted similar redactions

of Edward's compensation. ( See NYSCEF 229, Decision and Order [mot. seq. no. 006]

[sealing NYSCEF 193 and 194].)

Accordingly, it is

ORDERED that motion sequence number 010 is granted and the County Clerk,

upon service of this order, shall permanently seal NYSCEF 255, 256, 269 and 270; and

it is further

ORDERED that motion sequence number 011 is granted and the County Clerk,

upon service of this order, shall permanently seal NYSCEF 287, 289, 290, 291, 296,

302, 303, 304, 305 and 306; and it is further

654375/2019 EDWARDS, MICHAEL vs. ARROWGRASS CAPITAL PARTNERS Page 4 of 5 Motion No. 010 011

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!FILED: NEW YORK COUNTY CLERK 09/30/2024 04: 17 PM! INDEX NO. 654375/2019 NYSCEF DOC. NO. 314 RECEIVED NYSCEF: 09/28/2024

ORDERED the New York County Clerk shall restrict access to the sealed

documents with access to be granted only to authorized court personnel and designees,

the parties and counsel of record in this action, and any representative of a party or of

counsel of record upon presentation to the County Clerk of written authorization from

counsel; and it is further

ORDERED that defendants serve a copy of this order upon the Clerk of the Court

and the Clerk of the General Clerk's Office in accordance with the procedures set forth

in the Protocol on Courthouse and County Clerk Procedures for Electronically Filed

Cases (accessible at the "E-Filing" page on the court's website at the address

www.nycourts.gov/supctmanh)]; and it is further

ORDERED that if any party seeks to redact identical information in future filings

that the court is permitting to be redacted here, that party shall submit a proposed

sealing order to the court (via SFC-Part48@nycourts.gov and NYSCEF) instead of filing

another seal motion; and it is further

ORDERED that this order does not authorize sealing or redacting for purposes of

trial.

9/28/2024 DATE ANDREA MASLEY, J.S.C. CHECK ONE: CASE DISPOSED NON-FINAL DISPOSITION

GRANTED □ DENIED GRANTED IN PART □ OTHER APPLICATION: SETTLE ORDER SUBMIT ORDER

CHECK IF APPROPRIATE: INCLUDES TRANSFER/REASSIGN FIDUCIARY APPOINTMENT □ REFERENCE

654375/2019 EDWARDS, MICHAEL vs. ARROWGRASS CAPITAL PARTNERS Page 5 of 5 Motion No. 010 011

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Footnotes

[1] NYSCEF 255 has been refiled as NYSCEF 269. Public copy of NYSCEF 255 with defendants' proposed redaction is filed at NYSCEF 259.

[2] NYSCEF 256 has been refiled as NYSCEF 270. Public copy of NYSCEF 256 with defendants' proposed redaction is filed at NYSCEF 260. 654375/2019 EDWARDS, MICHAEL vs. ARROWGRASS CAPITAL PARTNERS Page 1 of 5 Motion No. 010 011 1 of 5 [* 1] Edwards) which were previously permitted to be redacted in its decision on motion sequence 004. (NYSCEF 216, Decision and Order [mot. seq. no. 004]. 3) The motion is unopposed. For the reasons stated in motion sequence 004 (id. at 4), motion sequence

[010] is granted. Mot. Seq. No. 011 In motion sequence number 011, defendants move pursuant to the Uniform Rules of the New York State Trial Courts (22 NYCRR) § 216.1 to redact NYSCEF 287 4 (Nicholas Hammerschlag deposition excerpt), NYSCEF 2895 (document summarizing plaintiff Michael Edwards' earnings for 2016-2018), NYSCEF 2906 (March 4-5, 2019 email chain involving Brett Kasner), NYSCEF 291 7 (MNA Capital term sheet), and NYSCEF 2968 (defendants' reply memorandum for their in limine motion sequence 008). The motion is unopposed. In its decision on motion sequence 006, the court permitted redactions similar to those sought as to NYSCEF 289. (NYSCEF 229, Decision and Order at 4, [mot. seq. 3 In the decision on motion sequence 004, NYSCEF 255 and 256 are referred to as NYSCEF 67 and 66, respectively. 4 NYSCEF 287 has been refiled as NYSCEF 302. Public copy of NYSCEF 287 with defendants' proposed redaction is filed at NYSCEF 292. 5 NYSCEF 289 has been refiled as NYSCEF 303. Public copy of NYSCEF 289 with Defendants' proposed redaction is filed at NYSCEF 293. 6 NYSCEF 290 has been refiled as NYSCEF 304. Public copy of NYSCEF 290 with defendants' proposed redaction is filed at NYSCEF 294. 7 NYSCEF 291 has been refiled as NYSCEF 305. Public copy of NYSCEF 291 with defendants' proposed redaction is filed at NYSCEF 295. 8 NYSCEF 296 has been refiled as NYSCEF 306. Public copy of NYSCEF 296 with defendants' proposed redaction is filed at NYSCEF 297. 654375/2019 EDWARDS, MICHAEL vs. ARROWGRASS CAPITAL PARTNERS Page 2 of 5 Motion No. 010 011 2 of 5 [* 2] no. 006]. 9) For the reasons stated in the earlier decision (id. at 4), motion sequence 011 is granted as to NYSCEF 289. Likewise, in its decision on motion sequence 004, the court permitted redactions to NYSCEF 287, 290, and 291 similar to the redactions sought here. (NYSCEF 216, Decision and Order [mot. seq. no. 004]. 10 ) For the reasons stated in the decision on motion sequence 004 (id. at 6), motion sequence 011 is granted as to NYSCEF 287, 290, and 291. Finally, defendants seek to redact NYSCEF 296, their reply memorandum (mot. seq. no. 008), to the extent it states the amounts paid to Edwards in 2017 and 2016. Section 216.1 (a) of the Uniform Rules for Trial Courts empowers courts to seal documents upon a written finding of good cause. It provides: "(a) Except where otherwise provided by statute or rule, a court shall not enter an order in any action or proceeding sealing the court records, whether in whole or in part, except upon a written finding of good cause, which shall specify the grounds thereof. In determining whether good cause has been shown, the court shall consider the interests of the public as well as of the parties. Where it appears necessary or desirable, the court may prescribe appropriate notice and opportunity to be heard." "Under New York law, there is a broad presumption that the public is entitled to access to judicial proceedings and court records." (Masai/em v Berenson, 76 AD3d 345, 348 [1st Dept 2010] [citations omitted].) The "party seeking to seal court records has the burden to demonstrate compelling circumstances to justify restricting public access" to the documents. (Id. at 349 [citations omitted].) Good cause must "rest on a 9 NYSCEF 289 is comprised of two documents referred to in the decision on motion sequence 006 as NYSCEF 193 and 194. (NYSCEF 229, Decision and Order [mot. seq. no. 006].) 10 In the decision on motion sequence 004, NYSCEF 287, 290 and 291 are referred to as NYSCEF 64, 76 and 69, respectively. 654375/2019 EDWARDS, MICHAEL vs. ARROWGRASS CAPITAL PARTNERS Page 3 of 5 Motion No. 010 011 3 of 5 [* 3]