OPINION AND ORDER Petitioner Forbes IP (HK) Limited (“Petitioner” or “Forbes”) brings this action against Respondent Media Business Generators, S.A. de C.V. (“Respondent” or “MBG”) alleging that Respondent improperly obtained an ex parte injunction against Forbes from a Mexico City Court in violation of an agreed upon forum selection clause. ECF No. 1. Before the Court are: (1) Petitioner’s motion for injunctive relief in aid of arbitration, ECF No. 7; (2) Petitioner’s motion to seal, ECF No. 2; and (3) Respondent’s motion to seal, ECF No. 17. For the reasons stated herein, Petitioner’s motion for injunctive relief in aid of arbitration is GRANTED, Petitioner’s motion to seal is GRANTED in part and DENIED in part, and Respondent’s motion to seal is GRANTED in part and DENIED in part. BACKGROUND I. The License Agreement Petitioner is a Hong Kong entity, wholly owned by Forbes Global Media Holdings Inc., and handles the licensing of Forbes Media LLC’s copyrights, trademarks, and other intellectual property (the “Forbes Intellectual Property”) outside of the United States. ECF No. 7-5 (“Hung Decl.”) 4. On October 1, 2018, Petitioner and Respondent entered into an Amended and Restated Forbes Foreign Language Edition License Agreement that provided Respondent with a non-exclusive license to use the Forbes Intellectual Property in publishing foreign language translations of Forbes magazine in several countries. Hung Decl. 5; see also ECF No. 3-2 (the “Agreement”). The Agreement was amended twice, on July 3, 2019 and on September 28, 2020. See ECF No. 3-3; ECF No. 3-4; Hung Decl. 6. The Agreement extended through December 31, 2023, with an option to renew for a second term, provided that there was no uncured event of default, and with approval by Petitioner “not to be unreasonably withheld.” Agreement, Part I §§2(a)-(b). The Agreement contains a dispute resolution procedure, which requires parties to first attempt to resolve any dispute by negotiation, and failing that, to submit the dispute to the American Arbitration Association (“AAA”) for mediation to take place in New York. Id., Part II §§32(a)-(b). Dispute is defined as “any disputes, controversies or claims arising out of or relating to this Agreement or the breach, except as otherwise set forth in Section 33, termination or validity thereof.” Id., Part II §32(a). Following the initial mediation session or 60 days from filing the written request for mediation, either party can initiate binding arbitration, to take place in New York, with respect to the matter submitted to mediation. Id., Part II §32(c). Pending an arbitration, the parties are required to continue to perform their obligations under the Agreement. Id., Part II §32(f). Under the Agreement, the parties are not allowed to institute a court proceeding to resolve a Dispute relating to the Agreement, “except for a court proceeding to compel mediation and/or arbitration or otherwise enforce this Agreement to mediation and/or arbitrate or any arbitration award rendered hereunder.” Id., Part II §32(d). The parties additionally agreed that Petitioner retained the right to institute a court proceeding for temporary or permanent relief, including injunctive relief, for Petitioner “to prevent use of the Editorial material or the Trademarks in any manner which is inconsistent with the terms of this Agreement.” Id., Part II §33(c). The Agreement further provides that it “shall be governed by, and construed in accordance with, the laws of the State of New York, U.S.A. without regard to conflicts of law principles.” Id., Part II §33(a). Regarding jurisdiction, the Agreement states: In relation to any legal action or proceedings arising out of or in connection with this Agreement (hereinafter called “Proceedings”), [Petitioner] and [Respondent] each irrevocably submits to the jurisdiction of the New York State Supreme Court, New York County, and the United States District Court for the Southern District of New York, and waives any objection to Proceedings in any such court on the grounds of venue or forum non conveniens. This paragraph shall not affect the provisions of Section 32 as to the arbitrability of certain disputes not covered under section (c) thereof. Id., Part II §33(b). II. Nonrenewal of the Agreement On July 17, 2023, Respondent submitted a formal request to renew the Agreement, including a proposed business plan. Hung Decl. 13. Respondent presented a revised proposed business plan to Petitioner on August 25, 2023. Id. In a September 14, 2023 letter, Petitioner stated that Respondent’s proposed business plan did not align with Petitioner’s goals and priorities and that Petitioner “decided to formally reject [Respondent's] business plan and not renew the above-referenced Agreement when it expires on December 31, 2023.” ECF No. 21-3 at 1. Respondent thereafter submitted a request for reconsideration and a revised business plan. Hung Decl. 16. On November 6, 2023, the director of Forbes reiterated Petitioner’s position that the business plan was not sufficient. Id. 17. Petitioner has reiterated its non-renewal position multiple times since. Id. 18. On December 6, 2023, Respondent sent Petitioner a letter stating “[it] is our will to reiterate or [sic] intention to renew the License Agreement onto the Second Term.” ECF No. 21-4 at 1. The letter states that “we do not accept the reasons presented on the Notice of Non-Renewal by Forbes, and further, we have a firm position that the approval was unreasonably withheld,.” Id. at 2. The letter further stated that if Petitioner nonetheless decided not to renew, Petitioner should “follow the procedure set forth under section 32 (a), in order to proceed with the Dispute resolution mechanism under the License Agreement.” Id. On December 8, 2023, Respondent petitioned the Superior Court of Justice of Mexico City for a preliminary, pre-arbitration injunction. ECF No. 21 (“Cervantes Decl.”) 7. The requested injunction was granted on December 12, 2023. Id. 8; ECF No. 7-4 (the “Mexico Injunction”). The Mexico Injunction ordered (1) that the Agreement remain in full force and effect; (2) Petitioner to abstain from blocking implementation of the agreement that forms the basis of the action by Respondent; (3) Petitioner and Respondent to comply with the obligations in the Agreement; (4) Petitioner to abstain from implementing any agreement with third parties that had as its purpose any of the provisions in the Agreement; (5) Respondent to pay what was required under the Agreement; and (6) the AAA to be notified of the foregoing precautionary measures.1 Mexico Injunction at 5-6, 15-16. Respondent was also required to post a bond, which it did on January 8, 2024. Cervantes Decl.
