Merry Kogut v. Hemsley
Merry Kogut, derivatively on behalf of UnitedHealth Group Incorporated v. Stephen Hemsley, et al., and UnitedHealth Group Incorporated, Nominal Defendant
- Dulce Foster
- 0:25-cv-02562
- U.S. District Court · District of Minnesota
- 3
In Kogut v. Hemsley (a shareholder derivative lawsuit against UnitedHealth Group), Magistrate Judge Foster granted plaintiff Merry Kogut's request to keep her complaint and amended complaint filed under seal, finding that because the case was consolidated into a larger related action and the sealed filings will have no legal effect going forward, the parties' confidentiality agreement provided sufficient reason to outweigh the public's right of access.
Plaintiff Merry Kogut, who sought to keep her derivative complaint and amended complaint sealed; UnitedHealth Group Incorporated and its officers or directors named as defendants; and potentially other parties in the consolidated shareholder derivative litigation.
What happened
In Kogut v. Hemsley (Case No. 25-cv-2562), plaintiff Merry Kogut filed a shareholder derivative lawsuit — a lawsuit brought on behalf of a company (here, UnitedHealth Group Incorporated) against its own officers or directors — and filed her complaint and an amended complaint under temporary seal. She asked the court to keep those filings permanently sealed, arguing she was bound by a confidentiality agreement that required her to treat the information in the pleadings as confidential and to file them under seal.
The court explained that a confidentiality agreement alone is not enough to justify sealing court records. Under established law in the Eighth Circuit (the federal appeals court covering Minnesota), there is a presumption that court records are open to the public, and that presumption is strongest when documents played a meaningful role in the court's decision-making. However, when documents will not play any real role in the court's exercise of its legal authority, the presumption of public access is weaker and can be overcome by a legitimate countervailing reason.
Magistrate Judge Foster granted the motion to seal, reasoning that this case had recently been consolidated with several other related lawsuits, and the court had ordered the parties to file a new, single complaint in the consolidated case. Because the complaints filed in this individual proceeding will have no legal effect going forward, the presumption of public access was relatively weak here. Given that weaker presumption, the court found that the parties' interest in honoring their confidentiality agreement was a sufficient reason to keep the filings sealed. The Clerk of Court was directed to seal ECF Nos. 1 and 9.
The detailed version
Case: Merry Kogut, derivatively on behalf of UnitedHealth Group Incorporated v. Stephen Hemsley, et al., and UnitedHealth Group Incorporated, Nominal Defendant, Case No. 25-cv-2562 (JMB/DJF), United States District Court for the District of Minnesota. Decided October 21, 2025, by Magistrate Judge Dulce J. Foster.
Background
Plaintiff Merry Kogut filed a shareholder derivative action — a lawsuit in which a shareholder sues on behalf of a corporation against individuals alleged to have wronged the company — against Stephen Hemsley and other named defendants, with UnitedHealth Group Incorporated as the nominal defendant (the company on whose behalf the suit is brought). Kogut filed her original Complaint (ECF No. 1) under temporary seal pursuant to Local Rule 5.6(e) of the District of Minnesota. At the court's direction, she later filed an Amended Complaint (ECF No. 9), also under temporary seal. She then filed a Motion for Leave to File Under Seal (ECF No. 3), seeking to keep both documents permanently sealed on the ground that she is subject to a confidentiality agreement that (1) designates the information in those pleadings as confidential and (2) requires initial pleadings containing such information to be filed under seal.
Legal Standard
The court acknowledged that confidentiality designations by the parties are not, standing alone, an adequate basis for indefinite sealing. Citing Seamon v. Midwest Bonding, LLC, No. 24-cv-82, 2025 WL 847829 (D. Minn. Mar. 18, 2025), and the Local Rule 5.6 Advisory Committee Note, the court reiterated that the public has a qualified right of access to court filings and that sealing requires a judicial determination that a party's need for confidentiality outweighs that right. The court applied the Eighth Circuit's framework from IDT Corp. v. eBay, 709 F.3d 1220, 1224 (8th Cir. 2013), which calibrates the weight of the presumption of public access based on how central the documents were to the court's exercise of Article III (constitutional judicial) power and their value to the public in monitoring the federal courts. When documents played a material role in that exercise, the party seeking sealing must show 'compelling reasons.' See Flynt v. Lombardi, 885 F.3d 508, 511 (8th Cir. 2018). When documents did not play such a role, the presumption is weaker and amounts to a mere prediction of public access absent a countervailing reason.
Reasoning
The court noted that this case had been consolidated with several other related lawsuits into a single proceeding. See McCollum v. Witty, et al., 24-cv-2562 (JMB/DJF) (ECF No. 24). As part of that consolidation, the court ordered the plaintiffs to file a new operative complaint in the consolidated action. Consequently, the pleadings filed in Kogut's individual proceeding (ECF Nos. 1 and 9) will have no legal effect and will not play any material role in the court's exercise of its judicial authority. The court therefore concluded that the weaker form of the public access presumption — a mere prediction of public access — applies here. Having reviewed the unredacted pleadings, the court found that the parties' interest in adhering to the terms of their confidentiality agreement constitutes an adequate countervailing reason to overcome even that weaker presumption.
Ruling
The Motion for Leave to File Under Seal (ECF No. 3) is GRANTED. The Clerk of Court is directed to seal ECF Nos. 1 and 9.
Reviewer note from the AI+
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