Trans Union Subsciber Agreements

David A. Szwak

Trans Union Subsciber Agreements

Postby David A. Szwak » Mon Oct 17, 2005 11:22 am

Zahran v. Trans Union Corp.
Not Reported in F.Supp.2d, 2002 WestLaw 31010822

B. Trans Union Subscriber Agreements
The Zahrans claim that Trans Union failed to follow its own policy as stated in its contracts with various subscribers to its services. (See, Pl.' State. of Facts ¶ 235.) One of the Zahrans' arguments is that Trans Union failed to terminate its Subscriber Agreement with LaChapelle after LaChapelle provided erroneous information about Mr. Zahran to Trans Union, which Trans Union subsequently placed in Mr. Zahran's credit report. (Zahrans' Mem. Opp. Trans Union's Mot. Summ. J. at 4.) Trans Union asserts that each of the Subscriber Agreements attached as exhibits to the Zahrans' Memorandum contains carefully negotiated terms between it and each subscriber. (Trans Union's Mem. Supp. Mot. Filing Under Seal at 5.) Trans Union argues that, without a protective order, its competitors will be able to lure Trans Union's subscribers away by offering more favorable terms. (Id.)
The Court found little, if any, differentiation among the seven Subscriber Agreements. Most of the Subscriber Agreements appear to be form contracts with no difference in material terms and containing mostly boilerplate language. Although Trans Union goes beyond the bald assertions of confidentiality that Baxter criticizes, and contends that certain terms are truly sensitive, the Court concludes that a protective order is inappropriate for these Subscriber Agreements.
Further, the terms which Trans Union argues are especially confidential, such as payment terms, including fees, penalties for late payments and covenants relating to rebates and refunds, are virtually identical in each Subscriber Agreement. The Court points out that most of the contracts do not even provide for a payment amount, and two of the contracts state that the "membership fee" is "$ Standard" or "$ 0.00." Further, most, if not all, of the Subscriber Agreements contain virtually identical provisions relating to penalties, refunds and rebates, and duration of the contracts. The Court remains unconvinced that these terms are anything more than standard contract language, not necessarily unique to Trans Union, given the fact that the terms are practically the same in each of the seven contracts. The Court holds that a protective order is not necessary for the Subscriber Agreements given the lack of any material difference in any of the contracts, and the fact that the contracts lack any significant terms or covenants that the Court finds would commercially disadvantage Trans Union if disclosed.

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