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Pipeline Productions, Inc. v. The Madison Companies, LLC

United States District Court, D. Kansas

May 1, 2019

PIPELINE PRODUCTIONS, INC., BACKWOOD ENTERPRISES, LLC, OK PRODUCTIONS, INC. and BRETT MOSIMAN, Plaintiffs,
v.
THE MADISON COMPANIES, LLC and HORSEPOWER ENTERTAINMENT, LLC, Defendants.

          MEMORANDUM AND ORDER

          KATHRYN H. VRATIL UNITED STATES DISTRICT JUDGE

         This 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 review.

         Legal Standards

         Under 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)).

         Factual And Procedure Background

         This 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.

         1. Plaintiffs' Motion To Compel

         On 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).

         On June 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).

         2. Plaintiffs' Rule 30(b)(6) Deposition Notices

         On 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” topics):

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.

         At a “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.

         On July 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.

         On 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 following topics:

1. Defendants' business, specifically their corporate structure, ownership, executives, operations, management, primary functions, primary sources of revenue, and primary expenses.
2. The “Madison-family companies” referenced by Bryan Gordon in his deposition on July 11, 2018 that are or were in existence any ...

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