United States Court of Appeals for the Second Circuit

August Term 2022 Argued: June 16, 2023 Decided: August 14, 2023

No. 22-1240

ELIZABETH STAFFORD, Petitioner-Appellee, v. INTERNATIONAL BUSINESS MACHINES CORPORATION, Respondent-Appellant.

On Appeal from the United States District Court for the Southern District of New York

Before: PARK, NARDINI, and NATHAN, Circuit Judges.

Elizabeth Stafford is a former employee of International Business Machines Corporation (“IBM”) who signed a separation agreement requiring confidential arbitration of any claims arising from her termination. Stafford arbitrated an age-discrimination claim against IBM and won. She then filed a petition in federal court under the Federal Arbitration Act (“FAA”) to confirm the award, attaching it to the petition under seal but simultaneously moving to unseal it. Shortly after she filed the petition, IBM paid the award in full. The district court (Oetken, J.) granted Stafford’s petition to confirm the award and her motion to unseal. On appeal, IBM argues that (1) the petition to confirm became moot once IBM paid the award, and (2) the district court erred in unsealing the confidential award. We agree. First, Stafford’s petition to confirm her purely monetary award became moot when IBM paid the award in full because there remained no “concrete” interest in enforcement of the award to maintain a case or controversy under Article III. Second, any presumption of public access to judicial documents is outweighed by the importance of confidentiality under the FAA and the impropriety of Stafford’s effort to evade the confidentiality provision in her arbitration agreement. We thus VACATE the district court’s confirmation of the award and REMAND with instructions to dismiss the petition as moot. We REVERSE the district court’s grant of the motion to unseal.

SHANNON LISS-RIORDAN, Lichten & Liss-Riordan, P.C., Boston, MA, for Petitioner-Appellee.

ANTHONY J. DICK, Jones Day, Washington, DC (Matthew W. Lampe, Jones Day, New York, NY; J. Benjamin Aguiñaga, Jones Day, Dallas, TX, on the brief), for Respondent-Appellant.

PARK, Circuit Judge:

Elizabeth Stafford is a former employee of International Business Machines Corporation (“IBM”) who signed a separation agreement requiring confidential arbitration of any claims arising from her termination. Stafford arbitrated an age-discrimination claim against IBM and won. She then filed a petition in federal court under the Federal Arbitration Act (“FAA”) to confirm the award,

2 attaching it to the petition under seal but simultaneously moving to unseal it. Shortly after she filed the petition, IBM paid the award in full. The district court (Oetken, J.) granted Stafford’s petition to confirm the award and her motion to unseal.

On appeal, IBM argues that (1) the petition to confirm became moot once IBM paid the award, and (2) the district court erred in unsealing the confidential award. We agree. First, Stafford’s petition to confirm her purely monetary award became moot when IBM paid the award in full because there remained no “concrete” interest in enforcement of the award to maintain a case or controversy under Article III. Second, any presumption of public access to judicial documents is outweighed by the importance of confidentiality under the FAA and the impropriety of Stafford’s effort to evade the confidentiality provision in her arbitration agreement. We thus vacate the district court’s confirmatio