Lynk Labs, Inc. v. Juno Lighting LLC, No. 15 C 4833, Slip Op. (N.D. Ill. Oct. 21, 2016) (Rowland, Mag. J.).
Judge Rowland granted in part defendants’ motion for a protective order preventing production of their Equity Purchase Agreement (“EPA”) pursuant to which defendant Juno Lighting’s parent Schneider Electric sold Juno to Acuity Brands Lighting. Of particular note, the Court held as follows:
- The EPA’s Purchase Price Reduction “PPR” was not protected by the work product doctrine. While counsel’s opinion of Juno’s potential exposure may have been protectable, the PPR itself was not based solely upon Juno’s belief in its potential exposure in this suit. Instead, it was the result of a negotiation between Juno, Schneider and Acuity, each of whom would have made a determination of the potential exposure. Because it was a negotiated amount between arms-length parties, the amount itself does not disclose any party’s work product information.
- The defendants failed to establish that the “primary motivating purpose” behind the PPR was aiding the litigation.
- Because the Court found that there was no work product protection, there was no need to determine whether the protection was waived.
- The EPA was properly designated Highly Confidential. It contained sensitive business secrets. It was protected by a confidentiality agreement. And disclosure to plaintiff would cause competitive harm.
- While the structure of the deal had been publicly disclosed, the specifics had not.