United States District Court, D. Maryland, Southern Division
PAUL W. GRIMM, District Judge.
Plaintiff, the trustee for Canal Vista Trust, listed for sale the Trust's upscale home overlooking the Potomac River. The Defendants, husband and wife realtors, submitted a standard Maryland Association of Realtors contract of sale for the property, which contained a financing contingency. After some negotiation, Plaintiff accepted the contract. When Defendants were unable to obtain financing within the time required, Plaintiff terminated the contract, sold the property to another buyer for more money, and sued the couple to recover as yet unspecified damages. Both Plaintiff and Defendants have filed motions for summary judgment and have moved to seal a number of those filings. Because there are genuine disputes of material fact that must be resolved at trial, the cross-motions will be denied.
On July 17, 2013, Plaintiff, trustee of the Canal Vista Trust, filed this breach of contract action stemming from the sale of a home overlooking the Potomac River (the "Property"). Compl. ¶ 7, ECF No. 1. Plaintiff listed the Property for sale in November 2012, asking $1, 399, 999. Id. ¶ 8. Defendants are realtors who approached Plaintiff to purchase the Property, offering a gross purchase price of $1, 300, 000 on January 22, 2013. Id. ¶¶ 10-11, 13. The main document constituting their offer is a standard form contract of sale published by the Maryland Association of Realtors (the "Agreement"). Id. ¶ 10.
After some negotiation, the final terms of the Agreement provided that "Buyer's Obligation to purchase the Property is contingent upon Buyer obtaining a written commitment for a loan secured by the Property" with specified terms. Agreement ¶ 9, Pl.'s Mem. Ex. 6, ECF No. 40-6. The financing contingency further stated: "Buyer agrees to make such a written application for this financing as herein described within thirty (30) days." Id. ¶ 10. If Plaintiff did not receive Defendants' loan commitment within thirty days, he was permitted to nullify the contract. Id. Defendants could nullify the contract with written evidence of their inability to obtain financing. Id. The parties considered the Agreement executed on January 30, 2013, Compl. ¶ 21, and the date of settlement was to be March 21, 2013, Agreement ¶ 8.
On February 21, 2013, Defendants were granted a seven-day extension to obtain their loan commitment. Compl. ¶ 28. Before the new deadline, Defendants provided Plaintiff a written Mortgage Loan Commitment (the "Commitment") from Mortgage Capital Partners, Inc. ("MCP"). Compl. ¶¶ 28, 31. Defendants were approved for a mortgage of $870, 000 subject to two relevant conditions: (1) satisfaction of "[a]ll underwriting and closing conditions" and (2) "[r]eceipt and review of [Defendants'] IRS tax transcript for 2012." Commitment 1, Yeewen Chang Aff. Ex. A, Defs.' Mot. Ex. 1, ECF No. 8-1. Defendants filed their tax return in early February 2013, Chiayee Mao Aff. ¶ 7, Defs.' Reply Ex. 2, ECF No. 32-2, and submitted numerous timely requests to the IRS for their tax transcripts, see Yeewen Chang Dep. 31:6-10, Defs.' Reply Ex. 3, ECF No. 32-3.
Based on the relatively high amount of Defendants' loan, MCP required another bank, EverBank, to serve as the underwriter. See Yeewen Chang Dep. 13:20-15:2. EverBank's loan decision letter (the "Loan Decision") imposed a number of additional requirements unrelated to the tax transcripts. See Loan Decision 1-4, Pl.'s Mem. Ex. 12, ECF No. 29-12. The Loan Decision, which listed a number of unmet conditions, apparently was sent to MCP but never was relayed to Defendants. See E-Mail from Maggie Chen to Michael Tang (Sept. 24, 2013, 3:47 PM), Pl.'s Mem. Ex. 19, ECF No. 29-19; Chiayee Mao Aff. ¶¶ 14-17; cf. Pl.'s Corrected Reply 19.
On March 20, 2013, Defendants requested another extension and informed Plaintiff's realtor they would not be able to settle the next day because "the lender" (presumably MCP) had not received Defendants' tax transcripts from the IRS. E-Mail from Jeng Mao to Yasmin Abadian (Mar. 20, 2013, 8:35 PM), Pl.'s Mem. Ex. 20, ECF No. 40-11; see Compl. ¶¶ 36-37. Unable to agree on the terms of the extension, Plaintiff terminated the Agreement on March 22, 2012 and re-listed the Property. Compl. ¶ 39. Plaintiff executed a new contract with another buyer on April 15, 2013 and closed in June 2013, id. ¶ 40, for a gross price of $1, 312, 500, see Pl.'s Mem. 32 n.6, which exceeded the gross price Plaintiff offered in the Agreement.
A. Motions to Seal
Originally, the parties moved to seal all filings relevant to the motions for summary judgment beginning with Plaintiff's Cross-Motion. See Pl.'s Mot. to Seal Mem. On January 14, 2014, I ordered the parties to submit revised motions to seal and redacted documents pursuant to Local Rule 105.11 (D. Md. Jul. 2011), ECF No. 35. Following that Order, Plaintiff submitted redacted versions of his Opposition and Cross-Motion, ECF No. 40, and a Corrected Reply, ECF No. 44. Additionally, the parties each filed redacted versions of several exhibits previously filed under seal. See Pl.'s Redacted Mem. Exs. 1-9, 14, 20-22, ECF Nos. 40-1-40-13; Pl.'s Redacted Reply Exs. 24-31, ECF Nos. 44-1-44-8. In addition to the unredacted versions of those documents, Plaintiff moves to seal his unredacted Opposition and Cross-Motion and exhibits 10-13, 15-19; Defendants move to seal exhibits 2A, 2B, and 6 to their Reply; and Plaintiff moves to seal his unredacted Corrected Reply and exhibits 23, 32-35.
These motions are unopposed, but that "does not dispense of this Court's obligation to conduct a review under Local Rule 105.11." Solomon v. Dawson, No. PWG-13-1953, 2013 WL 4747987, at *2-3 (D. Md. Sept. 3, 2013) (citing Butler v. DirectSAT USA, LLC, 876 F.Supp.2d 560, 576 (D. Md. 2012)). Local Rule 105.11 balances the public's common law right to inspect and copy judicial records and documents, see Nixon v. Warner Commc'ns, Inc., 435 U.S. 589, 597 (1978), with competing interests that sometimes outweigh the public's right, see In re Knight Publ'g Co., 743 F.2d 231, 235 (4th Cir. 1984). The public's right of access to dispositive motions and the accompanying exhibits is protected to an even higher standard by the First Amendment. Rushford v. New Yorker Mag., Inc., 846 F.2d 249, 253 (4th Cir. 1988).
Once filed in court, the merits of sealing documents must be demonstrated through a motion to seal that presents argument within Fed.R.Civ.P. 5.2, Loc. R. 105.11, and the relevant case law. A protective order jointly prepared by the parties and signed by me was entered to regulate their use of documents during the case, but it is not sufficient, by itself, to justify the continued sealing of filings in court. See Va. Dep't of State Police v. Wash. Post, 386 F.3d 567, 576 (4th Cir. 2004) (quoting Rushford, 846 F.2d at 253). Plaintiff explains that a protective order was entered but this begs the question because it does not provide "specific factual representations to justify the sealing and... an explanation why alternatives to sealing would not provide sufficient protection." See Loc. R. 105.11. Defendants' Amended Motion, however, provides sufficient justification to seal some of the documents that both parties asked be sealed.
Accordingly, Defendants' Motion to Seal will be DENIED AS MOOT in light of Defendants' Amended Motion. Defendants' Amended Motion to Seal will be GRANTED. Plaintiff's Motion to Seal and Supplemental Motion to Seal his Opposition and Cross-Motion each will be GRANTED IN PART and DENIED IN PART. Exhibit 16 properly is sealed, and therefore Plaintiff's motions will be granted as to Exhibit 16. Plaintiff's Memorandum, Table of Contents, Table of Authorities, and Exhibits 1-15 and 17-22 contain no protectable information. Therefore, Plaintiff's motions will be denied as to these filings. Plaintiff's Motion to Seal his unredacted Reply Memorandum and Exhibits will be DENIED AS MOOT in light of Plaintiff's Amended Motion. Plaintiff's Amended Motion will be GRANTED IN PART and DENIED IN PART. Defendants' Amended Motion has provided sufficient detail to seal Exhibits 23, 32, 33, and 35, and therefore Plaintiff's Amended Motion will be granted as to these filings. Plaintiff's ...