United States District Court, D. Kansas
LARRY A. LAWSON, Plaintiff,
SPIRIT AEROSYSTEMS, INC., Defendant.
MEMORANDUM AND ORDER
D. Mitchell, U.S. Magistrate Judge.
matter comes before the court on defendant Spirit
AeroSystems, Inc.'s (“Spirit”) renewed motion
to compel. (ECF No. 163.) Spirit asks the court to compel
plaintiff Larry A. Lawson (“Lawson”) and third
parties Elliott Associates, L.P. and Elliott International,
L.P. (together, “Elliott”) to produce certain
documents and redacted information that Spirit contends
should have been produced under the parameters set forth in
the court's October 8, 2019 Memorandum and Order (ECF No.
141). For the reasons discussed below, Spirit's motion is
granted in part and denied in part.
background of this lawsuit is more thoroughly set forth in
the court's Memorandum and Order on Spirit's motion
to dismiss. See Lawson v. Spirit AeroSystems, Inc.,
No. 18-1100-EFM, 2018 WL 3973150, at *1-*4 (D. Kan. Aug. 20,
2018). Highly summarized, Spirit is a tier-one manufacturer
of aerostructures and aircraft components. Lawson is
Spirit's former chief executive officer
(“CEO”), who retired on July 31, 2016. His
Retirement Agreement provided him with substantial financial
benefits and extended his non-compete obligations for two
years, until July 31, 2018.
heart of this lawsuit is Lawson's involvement with
business dealings between Arconic, Inc.
(“Arconic”) and Elliot, which Spirit contends
constituted a breach of Lawson's Retirement Agreement.
Arconic is an aircraft component manufacturer, and Elliott is
an investor in Arconic. In January of 2017, Elliott engaged
Lawson to provide consulting services in connection with a
proxy contest Elliott launched to replace five Arconic board
members. Spirit contends that this arrangement violated
Lawson's non-compete because Spirit and Arconic are in
the same “business”-i.e., Spirit and
Arconic are competitors. Once Spirit learned about
Lawson's consulting arrangement with Elliott regarding
Arconic's board of directors, Spirit notified Lawson that
this constituted a breach of his non-compete. Spirit stopped
paying Lawson and demanded that he repay what the company had
already paid him under the Retirement Agreement. Lawson
disputes that he breached the non-compete. He filed this
lawsuit against Spirit seeking to recover what he believes
Spirit owes him under the terms of the Retirement Agreement.
previously filed a motion to compel production of documents
that it believed Lawson and/or Elliott had improperly
withheld or redacted pursuant to the attorney-client
privilege, the work-product doctrine, the common-interest
doctrine, and/or the joint-client privilege. (See
ECF No. 105.) The court issued a Memorandum and Order on
Spirit's motion on October 8, 2019, that established
parameters regarding the applicability of these privileges
and doctrines to the documents at issue and directed Lawson
and Elliott to produce documents consistent with the
court's rulings. See Lawson v. Spirit AeroSystems,
Inc., No. 18-1100-EFM-ADM, 2019 WL 4958226, at *8, *10,
*11-*12 (D. Kan. Oct. 8, 2019). The court granted Spirit
leave to file a renewed motion to compel if the parties could
not resolve any remaining dispute regarding Lawson and
Elliott's privilege logs. Id. The court further
ordered that, if Spirit filed a renewed motion to compel,
Lawson and Elliott were to submit the documents at issue for
in camera review. Id.
filed a renewed motion to compel on November 1. (See
ECF No. 163.) Spirit contends that Lawson and Elliott are
continuing to withhold documents that Spirit believes should
have been produced under the court's order. (Id.
at 2.) Specifically, Spirit asks the court to compel
production of the following documents:
. Entries 64, 68-75, 77-83, and 86-101 on
Lawson and Elliott's June 28, 2019 log of withheld
documents (ECF No. 156);
. Entries 11-23 and 27-38 on Lawson and
Elliott's July 8, 2019 log of redacted documents (ECF No.
. Entries 3, 7, 16, 26, and 29 on
Spirit's log of documents that it believes were
improperly redacted but did not appear on Lawson and
Elliott's log (ECF No. 163-1, at 9-15) 
(Id. at 3.) Lawson opposes Spirit's motion,
arguing that he and Elliott have produced all documents
required under the court's October 8 Memorandum and
Order. (ECF No. 172, at 3.)
court has carefully reviewed the subject documents in
camera and finds that Lawson and Elliott have properly
withheld most of the remaining documents in accordance with
the court's rulings on the parties' arguments in the
October 8 Memorandum and Order. ...