Krause v. Integra LifeSciences Corporation

UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA
SUSAN KRAUSE,
Plaintiff,
v.
INTEGRA LIFESCIENCES
CORPORATION,
Defendant.
Case No. 24-cv-4339 (LMP/ECW)
ORDER ON MOTION
TO CONTINUE SEALING
THE COMPLAINT
Jonathan D. Miller, Debra L. Weiss, and Anthony W. Joyce, Meagher & Geer, P.L.L.P.,
Minneapolis, MN, for Plaintiff.
C.J. Schoenwetter, Bowman and Brooke LLP, Minneapolis, MN; John T. McDonald,
Reed Smith LLP, Princeton, NJ; and Joseph J. Mammone, Jr., Reed Smith LLP, Dallas,
TX, for Defendant.
Plaintiff Susan Krause filed a lawsuit in Minnesota state court alleging that her
former employer, Defendant Integra LifeSciences Corporation (“Integra”), discriminated
against her because she engaged in whistleblower activity and because of her sex, retaliated
against her because she opposed the alleged discrimination, created a hostile work
environment, intentionally inflicted emotional distress, and defamed her. 	ECF No. 8
¶¶ 81–132. Integra removed the complaint to federal court under seal, see generally ECF
No. 1, and filed a publicly available but redacted version of the complaint, ECF No. 9.
On September 16, 2025, the Court granted Integra’s motion and dismissed Krause’s
intentional infliction of emotional distress and defamation claims. 	See generally ECF
No. 67. Subsequently, and pursuant to the Court’s order, ECF No. 64, the parties met and
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conferred about whether the complaint should remain under seal and what redactions
remain necessary, ECF No. 80. 	Although the parties agree on a few redactions, they
disagree about the necessity of most of Integra’s desired redactions. See id. Integra now
moves the Court for an order to continue the sealing of Krause’s complaint and to file
publicly a redacted version. ECF No. 76. Krause opposes the motion in part and argues
that the majority of Integra’s redactions are unnecessary. ECF No. 83. For the reasons set
for below, the Court will grant the motion in part.
ANALYSIS1
There is a “common-law right of access to judicial records,” including civil
complaints. IDT Corp. v. eBay, 709 F.3d 1220, 1222 (8th Cir. 2013) (citing Nixon v. Warner
Commc’ns, Inc., 435 U.S. 589, 597 (1978)). 	This right of access “bolsters public
confidence in the judicial system by allowing citizens to evaluate the reasonableness and
fairness of judicial proceedings . . . and ‘to keep a watchful eye on the workings of public
agencies.’” Id. (internal citation omitted) (quoting Nixon, 435 U.S. at 598). But the right
of access “is not absolute.” 	Webster Groves Sch. Dist. v. Pulitzer Publ’g Co., 898 F.2d
1371, 1376 (8th Cir. 1990). Where the right is implicated, a district court “must consider
the degree to which sealing a judicial record would interfere with the interests served by
the common-law right of access and balance that interference against the salutary interests
served by maintaining confidentiality of the information sought to be sealed.” IDT Corp.,
1 	The Court incorporates the factual background from the motion to dismiss order,
ECF No. 67 at 2–5, and will include facts in this Order as necessary.
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709 F.3d at 1223. To that end, courts in this District consider six factors: (1) the need for
public access to the documents; (2) the extent of previous public access to the documents;
(3) whether someone has objected to disclosure of the documents, and if so, the identity of
that person; (4) the strength of any asserted property or privacy interests; (5) potential
prejudice to the party opposing disclosure; and (6) the purposes for which the documents
were introduced during the judicial proceedings. 	E.g., Nagel v. United Food & Com.
Workers Union, Loc. 653, No. 18-cv-1053 (WMW/ECW), 2021 WL 3036878, at *3
(D. Minn. July 19, 2021); accord United States v. Hubbard, 650 F.2d 293, 318 (D.C. Cir.
1980) (articulating this six-factor balancing test).
The party seeking to keep records under seal has the burden to provide “compelling
reasons” to overcome the presumption of public access. Flynt v. Lombardi, 885 F.3d 508,
511 (8th Cir. 2018). Accordingly, “the mere fact that information has been designated as
confidential by the parties is not alone an adequate basis to justify indefinite sealing.”
Kogut ex rel. UnitedHealth Grp. Inc. v. Hemsley, No. 25-cv-2562 (JMB/DJF), 2025 WL
2976534, at *1 (D. Minn. Oct. 21, 2025). Put another way, it is Integra’s burden to justify
its decision to file the complaint under seal in the first place. IDT Corp., 709 F.3d at 1223
(explaining that “the question is whether there [a]re sufficient grounds to override the
common-law right of access”); Flynt, 885 F.3d at 511 (noting that the “presumption of
public access to judicial records may be overcome if the party seeking to keep the records
under seal provides compelling reasons for doing so” (emphasis added)).
Integra seeks the redaction, or partial redaction, of eleven paragraphs in the
complaint (19, 30, 32, 36, 38, 41, 43, 51, 56, 69, and 71) because they purportedly contain
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attorney-client privileged communications or confidential business information. 	ECF
No. 78 at 14–15. Krause agrees that Integra’s redactions to paragraph 69 and portions of
its redactions to paragraphs 30 and 41 are necessary because they contain attorney-client
communications. See ECF No. 82 at 1–2. But Krause argues that the remainder of Integra’s
redactions are unjustified.
I. 	Attorney-Client Privilege
Integra asserts that its redactions to paragraphs 19, 30, 32, 36, 38, 41, 43, 51, 56,
and 69 are justified because they contain protected attorney-client communications. ECF
No. 78 at 7–12. It is true that attorney-client privilege can justify the sealing or redaction
of judicial records. See Thomas v. Marshall Pub. Schs., No. 21-cv-2581 (PJS/DJF), 2024
WL 4664175, at *2 (D. Minn. Nov. 4, 2024) (finding attorney-client privilege to be a
“compelling reason” to keep a document sealed because “the holder of the privilege” had
not waived it); Lugosch v. Pyramid Co. of Onondaga, 435 F.3d 110, 125 (2d Cir. 2006)
(noting that attorney-client privilege may be a “compelling reason” that “suffices to defeat
the presumption of access”). But the privilege only “protects confidential communications
between a client and [its] attorney made for the purpose of facilitating the rendering of
legal services to the client.” United States v. Spencer, 700 F.3d 317, 320 (8th Cir. 2012).
Accordingly, for a communication to be protected it must be (1) between an attorney and
client, (2) confidential, and (3) for the purposes of obtaining legal services or advice. See
Inline Packaging, LLC v. Graphic Packaging Int’l, Inc., No. 15-cv-3183 (ADM/LIB), 2017
WL 9325027, at *4 (D. Minn. May 5, 2017).
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This case is more complicated than usual because all the disputed redactions relate
to communications between Krause and Integra’s Chief Legal Officer (“CLO”), Eric
Schwartz.2 That Schwartz is the CLO, of course, does not mean that everything said to or
by Schwartz is privileged. Diversified Indus., Inc. v. Meredith, 572 F.2d 596, 602 (8th Cir.
1977) (explaining that the privilege does not apply “simply because it is made by or to a
person who happens to be a lawyer”); Spencer, 700 F.3d at 320 (“But when an attorney
acts in other capacities, such as a conduit for a client’s funds, as a scrivener, or as a business
advisor, the privilege does not apply.”). Instead, the Court must consider Schwartz’s dual
roles of legal advisor and business advisor, as “the privilege will apply only if the
communication’s primary purpose is to gain or provide legal advice.” 	Johnson v. Bd. of
Pensions of the Evangelical Lutheran Church in Am., No. 11-cv-23 (MJD/LIB), 2012 WL
5985600, at *4 (D. Minn. Sept. 5, 2012) (citation omitted); see also Fair Isaac Corp. v.
Experian Info. Sols., Inc., No. 06-cv-4112 (ADM/JSM), 2009 WL 10677479, at *18
(D. Minn. Mar. 23, 2009) (“For the attorney-client privilege to apply, the legal advice must
predominate over the business advice, and not be merely incidental.”).
The Court does not believe any of the requested redactions reflect communications
of 	which 	the 	primary 	purpose 	was 	legal 	advice. 	First, 	some 	do 	not 	implicate
communications that Krause had with Schwartz at all or that clearly came from Schwartz
2 	Integra asserts that some of the paragraphs also relate to communications Krause
had with outside counsel. ECF No. 78 at 7. But Krause agrees that the communications
she had with outside counsel should remain redacted. 	ECF No. 82 at 1–2. 	The only
communications that remain in dispute, then, are those made by or to CLO Schwartz.
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(as opposed to Integra’s CEO, Jan De Witte), ECF No. 8 ¶¶ 32, 41, and others do not contain
communications that can even arguably be construed as “legal advice” but instead
constitute work-place interactions between Schwartz and Krause, id. ¶¶ 19, 56.
The remainder of the challenged paragraphs do appear, at least on their face, to
reflect communications that implicate the blurred line between the dual roles of a CLO.
See id. ¶¶ 30, 36, 38, 43, 51. 	Nevertheless, the Court is not convinced that the
communications reflect “legal advice” that “predominate[s] over the business advice.”
Fair Isaac Corp., 2009 WL 10677479, at *18. 	For starters, Integra provides no
individualized argument as to any of the paragraphs it wants redacted, instead relying
largely on corporate jargon and its own conclusions. 	See e.g. ECF No. 78 at 7 (“The
allegations . . . divulge 	conversations . . . regarding 	legal 	matters 	that 	Integra 	was
addressing.”); id. at 10–11 (“[Krause] was an active participant in high-level discussions at
both the executive and Board levels involving non-public information pertaining to legal
strategy related to a range of critical issues facing the Company, including its ongoing
dealings and interactions with regulatory agencies.”). 	But Integra “cannot rest on
conclusory arguments . . . in support of their invocation of the attorney-client privilege, but
instead must rely on competent evidence, such as [an] explanatory affidavit from counsel
setting forth facts under oath establishing the privileged nature of a communication.” Fair
Isaac Corp., 2009 WL 10677479, at *18; see Fed. Trade Comm’n v. Match Grp., Inc.,
No. 1:22-mc-54 (RJL/GMH), 2024 WL 1509180, at *25 (D.D.C. Mar. 12, 2024) (citation
omitted) (“[W]here there is a challenge to a claim of attorney-client privilege over
communications involving in-house counsel, the litigant claiming the privilege must still
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establish to the court’s satisfaction that . . . the legal advice, if any, is not merely incidental
to business advice.” (cleaned up)).
The Court understands that these communications may implicate regulatory issues
that Integra was facing. 	But that fact alone is insufficient to invoke attorney-client
privilege, as not every communication about a regulatory or disclosure matter constitutes
legal advice. If that were the case, then a corporation would have “a blank check to keep
hidden any document through consultation with counsel.” Roth v. Aon Corp., 254 F.R.D.
538, 540 (N.D. Ill. 2009). Instead, the communication must still constitute some form of
legal opinion. 	Solis v. Milk Specialties Co., 854 F. Supp. 2d 629, 635 (E.D. Wis. 2012)
(holding that where “opinions and plans for regulatory compliance, though obtained
through counsel, did not reveal legal theories or mental impressions,” the communications
were not privileged); see also In re Nat’l Prescription Opiate Litig., No. 1:17-MD-2804,
2024 WL 5279169, at *3 (N.D. Ohio Nov. 16, 2024) (“[S]imple ongoing assessment of
compliance with regulations is usually a business matter, not a legal one.” (internal
quotation marks omitted)). 	Here, Krause’s allegations do not appear directly to relate to
Schwartz giving legal opinions, as opposed to his business opinions (or, as Krause alleges,
Schwartz’s effort to hide matters that would harm the business). ECF No. 8 ¶¶ 30, 36, 38,
56; see also Estate of Serna v. County of San Diego, 689 F. Supp. 3d 848, 862 (S.D. Cal.
2023) (holding that regulatory documents did not show “readily identifiable legal advice”
sufficient to invoke attorney-client privilege). 	Indeed, almost all the communications
Integra seeks to keep redacted came from both De Witte and Schwartz, indicating that they
are more closely related to business communications. ECF No. 8 ¶¶ 36, 38, 43.
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In the end, it is Integra’s burden to justify its redactions. 	It has not done so.
Accordingly, the Court agrees with Krause that the information in paragraphs 19, 30
(lines 3–6), 32, 36, 38, 41 (lines 4–8), 43, 51, and 56 should not be redacted. The Court
therefore denies Integra’s motion in part. 	But because Krause agrees that paragraphs 30
(portions of lines 2–3), 41 (portions of line 2 and line 3), and 69 (portions of lines 2–6
and 8–11) may remain redacted, the Court grants Integra’s motion as to these paragraphs.
II. 	Confidential Business Information
Integra also seeks the redaction of most of paragraph 71 because it purportedly
contains confidential business information. The Court disagrees.
Like attorney-client communication, communication containing confidential or
sensitive business information might appropriately be sealed. 	See In re Bair Hugger
Forced Air Warming Devices Prods. Liab. Litig., 9 F.4th 768, 791–92 (8th Cir. 2021)
(holding district court did not abuse its discretion in ordering documents be kept under seal
that contained “sensitive business and strategic planning information”). 	Typically, such
information includes things such as “financial data, proprietary or trade secret information,
or personal health details.” 	Skky, LLC v. Facebook, Inc., 191 F. Supp. 3d 977, 981
(D. Minn. 2016).
Here, Krause’s complaint alleges that during a meeting “with a member of the Board
of Directors,” the Board member told Krause that the Board was aware “that there was a
problem with Mr. De Witte and Mr. Schwartz regarding quality control and dishonesty”
and that the Board was concerned about patient safety. ECF No. 8 ¶ 71. This conversation,
in which a Board member merely acknowledges that the Board is aware of the very
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accusations Krause makes throughout the rest of her complaint, is clearly not the type of
confidential business information generally subject to sealing. 	See Sagewater, LLC v.
Hossfeld, No. 1:23-cv-0770 (MSN/LRV), 2024 WL 4719878, at *2 (E.D. Va. July 25,
2024) 	(explaining that documents containing “details regarding confidential severance
agreements, internal documents reflecting bids, bid awards, and expected revenue, other
internal sensitive and confidential business information (such as Board of Directors
meeting materials), and internal communications” are properly sealed); Willis Elec. Co. v.
Polygroup Ltd. (Macao Com. Offshore), No. 15-cv-3443 (WMW/KMM), 2019 WL
2574979, at *2 (D. Minn. June 24, 2019) (denying motion to seal where “neither the
redacted paragraphs in the pleading or the email strings themselves include formulae,
proprietary technical data, customer lists, or financial information that might warrant
continued sealing”). Indeed, it is wholly unclear to the Court how this allegation could, as
Integra baldly asserts, “be used by Integra’s competitors” or “have a chilling effect on
Integra’s Board communications.” 	ECF No. 78 at 12–13. 	The mere fact that this
communication “may be unflattering does not warrant [its] sealing.” Willis Elec., 2019 WL
2574979, at *2.
Accordingly, because Integra does not “provide a persuasive legal basis for why this
information must be sealed,” Skky, LLC, 191 F. Supp. 3d at 981, the Court denies Integra’s
motion to continue sealing the allegations in paragraph 71.
ORDER
Based on the foregoing, and on all of the files, records, and proceedings herein, IT
IS HEREBY ORDERED that:
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1. 	Integra’s Renewed Motion Regarding the Continued Sealing of Plaintiff’s
Complaint (ECF No. 76) is GRANTED in part and DENIED in part:
a. 	Granted as to paragraphs 30 (portions of lines 2–3), 41 (portions of
line 2 and line 3), and 69 (portions of lines 2–6 and 8–11);
b. 	Denied as to the redactions to paragraphs 19, 30 (lines 3–6), 32, 36,
38, 41 (lines 4–8), 43, 51, 56, and 71.
2. 	Integra must file a newly redacted version of the complaint, ECF No. 73,
removing any redactions to paragraphs 19, 30 (lines 3–6), 32, 36, 38, 41, 43,
51, 56, and 71, no later than February 11, 2026.
3. 	The Clerk of Court is directed to unseal ECF Nos. 60 and 82.
Dated: February 4, 2026 	s/Laura M. Provinzino
Laura M. Provinzino
United States District Judge
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