On November 3, 2025, Justice Masley of the New York County Commercial Division issued a decision in F21 IPCO, LLC v. Alameda DC, 2025 NY Slip Op. 34215(U), holding that the fact that a document contains a confidentiality provision is an insufficient basis for sealing it, explaining:
Under New York law, there is a broad presumption that the public is entitled to access to judicial proceedings and court records. The public’s right to access is, however, not absolute, and under certain circumstances, public inspection of court records has been limited by numerous statutes. For example, § 216.1(a) of the Uniform Rules for Trial Courts, empowers courts to seal documents only upon a written finding of good cause. It provides:
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.
The party seeking to seal court records has the burden to demonstrate compelling circumstances to justify restricting public access to the documents. Good cause must rest on a sound basis or legitimate need to take judicial action.
F21 fails to meet its substantial burden of establishing good cause to seal the proposed documents. F21 seeks permanent sealing of the License Agreement and the Amendments, arguing that the agreements contain commercially sensitive business information that would harm F21’s competitive advantage in the brand licensing market if made public. Wholesale sealing of these agreements is not warranted. Both the License Agreement and the Amendments are replete with terms that, on their face, are not business-sensitive, and F21 fails to establish good cause to seal such non-business sensitive information. Moreover, wholesale sealing is generally disfavored. The law requires that any order denying access must be narrowly tailored to serve compelling objectives. Accordingly, F21 will need to propose and justify targeted redactions that satisfy the requirements of 22 NYCRR § 216 [a] and applicable case law.
The fact that the License Agreement and Amendments contain a confidentiality provision designating its terms as confidential, is not determinative. Moreover, a party’s reliance on the parties’ confidentiality provision is insufficient to support sealing of a document. Because the law does not generally recognize good cause for sealing documents, even when they are subject to a confidentiality provision, and F21 has not proposed any redactions nor explained why these documents fall into an exception, F21 has failed to establish good cause.
(Internal quotations and citations omitted).