United States District Court, D. Kansas
PIPELINE PRODUCTIONS, INC., BACKWOOD ENTERPRISES, LLC, OK PRODUCTIONS, INC. and BRETT MOSIMAN, Plaintiffs,
THE MADISON COMPANIES, LLC and HORSEPOWER ENTERTAINMENT, LLC, Defendants.
MEMORANDUM AND ORDER
KATHRYN H. VRATIL UNITED STATES DISTRICT JUDGE
matter is before the Court on Plaintiffs' Motion To
Review Magistrate Judge's Order, And Memorandum In
Support (Doc. #325) filed November 14, 2018. For reasons
stated below, the Court sustains plaintiffs' motion for
Rule 72(a), Fed. R. Civ. P., a party may object to a
magistrate judge's order pertaining to a discovery
matter. Upon objection, the district court may modify or set
aside any portion of the order which it finds “clearly
erroneous or contrary to law.” Fed.R.Civ.P. 72(a); 28
U.S.C. § 636(b)(1)(A). The Court does not conduct a
de novo review; rather, it applies a more
deferential standard under which the moving party must show
that the magistrate judge's order is “clearly
erroneous or contrary to law.” 28 U.S.C. §
636(b)(1)(A); see Burton v. R.J. Reynolds Tobacco
Co., 177 F.R.D. 491, 494 (D. Kan. 1997). The Court must
affirm the magistrate judge's order unless the entire
evidence leaves it “with the definite and firm
conviction that a mistake has been committed.”
Ocelot Oil Corp. v. Sparrow Indus., 847 F.2d 1458,
1464 (10th Cir. 1988) (internal quotation omitted). A
magistrate judge is afforded broad discretion in resolution
of non-dispositive discovery disputes and the Court will
overrule the magistrate judge's decision only upon
finding an abuse of discretion. Zhou v. Pittsburgh State
Univ., No. 01-2493-KHV, 2002 WL 31870565, at *1 (D. Kan.
2002), aff'd sub nom. Wei-Kang Zhou v. Pittsburg
State Univ., No. 03-3273, 2004 WL 1529252 (10th Cir.
2004) (citing Comeau v. Rupp, 762 F.Supp. 1434, 1450
(D. Kan. 1991)).
And Procedure Background
dispute arises from a failed country music festival.
Plaintiffs allege that they entered into a joint venture with
defendants to own and produce the “Thunder on the
Mountain” music festival, that defendants reneged on
the agreement and the festival had to be canceled. Plaintiffs
assert claims of breach of contract, breach of fiduciary
duty, fraud and tortious interference with a prospective
business advantage. Defendants assert various counterclaims.
Plaintiffs' Motion To Compel
March 6, 2018, plaintiffs filed a motion to compel responses
to interrogatories and requests for production which sought
information about entities related to defendants but not
parties to this lawsuit. Motion To Compel Discovery
Responses And Memorandum In Support (Doc. #108).
20, 2018, Magistrate Judge K. Gary Sebelius partially granted
plaintiffs' motion to compel discovery responses. As
relevant here, he held as follows:
The court finds plaintiffs' request for information on
defendants' related entities is vague and unduly
burdensome. Plaintiffs have not demonstrated that there [are]
[sic] “related entities” that defendants control.
The burden rests with plaintiffs to determine who the
“related entities” are. They, of course, can
seek discovery to determine the relationship between the
companies and whether the requisite control exists. But,
without any identification of the “related entities,
” these requests are vague and unduly burdensome. The
court will consider plaintiffs' requests without any
reference to “related entities.”
Memorandum And Order (Doc. #195) at 9 (footnotes
omitted) (italics added).
Plaintiffs' Rule 30(b)(6) Deposition Notices
April 30, 2018, plaintiffs noticed a Rule 30(b)(6) deposition
which contained 30 topics. Plaintiffs' Rule 30(b)(6)
Notice Of Deposition (Doc. #127). Defendants responded
with a motion for protective order, requesting that the Court
strike several topics. Defendants' Motion For
Protective Order For 30(b)(6) Notice Of Deposition Of
Defendants The Madison Companies, LLC And Horsepower
Entertainment, LLC (Doc. #130) filed May 3, 2018. On May
8, 2018, before the Court ruled on defendants' request
for a protective order, plaintiffs filed an amended Rule
30(b)(6) notice. Plaintiffs' Amended Rule 30(b)(6)
Notice Of Deposition (Doc. #137). Deposition topic 1 in
plaintiffs' amended notice asked defendants to produce a
corporate witness to testify on the following subjects
(hereinafter referred to as “related entities”
Defendants' business, specifically their corporate
structure, ownership, executives, operations, management,
related entities, primary functions, primary sources of
revenue, and primary expenses. For purposes of this Notice,
“related entities” are defined as: “the
group of companies operated under the Madison name that
invest(ed) in and/or manage(d) numerous businesses,
investments and ventures throughout the United States”
referenced in Dave Lionette's affidavit (Doc. 111-1), as
well as the “businesses in which The Madison Companies
have or had a significant interest, investment and/or
contractual relationship” that are referenced. If there
are too many businesses in which the Madison Companies have
or had a significant interest, investment and/or contractual
relationship with for Defendants to prepare for deposition,
they can limit this portion of the definition to businesses
in which they have at least a 25% ownership interest.
Id. at 2. In addition, topics 2, 3, 10, 15, 18
through 22 and 28 seek information regarding defendants'
so-called “related entities.” Id. at
2-5. On May 11, 2018, defendants filed a second motion for
protective order, arguing that plaintiffs' definition of
“related entities” was vague, overbroad and
unlimited in scope. Defendants' Motion For Protective
Order For Plaintiffs' Amended Rule 30(b)(6) Notice Of
Deposition (Doc. #141) at 13-14.
“meet and confer” session, plaintiffs clarified
that “related entities” means “any parent,
subsidiary, or affiliated company, and any business
corporation, partnership, LLC or other entity in which the
parent, subsidiary, or affiliated company, including
officers, directors, executives, or employees, hold a
substantial interest, directly or indirectly.”
Defendants nevertheless maintained their objection that the
term “related entities” was vague and overbroad.
See Memorandum And Order (Doc. #195) filed June 20,
2018 at 8.
13, 2018, Judge Sebelius partially granted defendants'
motion for protective order with regard to plaintiffs'
amended Rule 30(b)(6) deposition notice. He held that for
reasons stated in his order dated June 20, 2018 regarding
plaintiffs' motion to compel, the term “related
entities” should be stricken from topics 2, 3, 10, 15,
19 through 22 and 28. Order (Doc. #203) filed July
13, 2018 at 4.
August 8, 2018, plaintiffs filed a Second Amended Rule
30(b)(6) Notice Of Deposition (Doc #220). Plaintiffs
again asked defendants to designate a corporate witness to
testify on topics which included the term “related
entities, ” but limited the term to “companies
Defendants have control over as described in the Court's
Order dated June 20, 2018.” Id. at 2-6. In
addition, plaintiffs specifically sought testimony on the
1. Defendants' business, specifically their corporate
structure, ownership, executives, operations, management,
primary functions, primary sources of revenue, and primary
2. The “Madison-family companies” referenced by
Bryan Gordon in his deposition on July 11, 2018 that are or
were in existence any ...