MC Asset Recovery, LLC, et al. v. Castex Energy, Inc., et al. CIVIL ACTION NO. 4:07-CV-076-Y Signed April 26, 2012 Counsel G. Michael Gruber, Brian N. Hail, Michael J. Lang, Gruber Hurst Elrod Johansen Hail Shank LLP, Ethan A. Minshull, Wick Phillips Gould & Martin, Jeffrey S. Levinger, Levinger PC, William S. Richmond, Platt Cheema Richmond PLLC, Dallas, TX, John F. Martin, Ogletree, Deakins, Nash, Smoak & Stewart, P.C., Washington, DC, for MC Asset Recovery, LLC, et al. Neal Stuart Manne, Brian Matthew Gillett, Karen A. Oshman, Susman Godfrey LLP, Houston, TX, Jonathan Bridges, Susman Godfrey, Dallas, TX, Louis M. Phillips, Kelly Hart & Pitre, Ryan J. Richmond, Gordon Arata McCollam Duplantis & Eagan LLP, Baton Rouge, LA, for Castex Energy, Inc., et al. Cureton, Jeffrey L., United States Magistrate Judge ORDER GRANTING PLAINTIFF'S AMENDED MOTION TO COMPEL DOCUMENT PRODUCTION *1 Pending before the Court is Plaintiff MC Asset Recovery, LLC (“Plaintiff)'s Amended Motion to Compel Document Production (“Amended Motion”) [doc. #212], filed March 8, 2012. Having carefully considered the motion, the Court concludes that it should be GRANTED. In its amended motion, the Plaintiff requests that the Court issue an Order that: (1) compels Defendants to produce “no more than five hundred (500) documents containing those documents' ESI (including metadata) in *.tif format;”[1](2) compels Defendants to produce documents in response to Plaintiff's First Request for Production Nos. 40-41 and Plaintiff's Third Request for Production Nos. 11-15, which concern the proceeds of Defendants' 2002 sale of Plaintiff's alleged assets to Apache Corporation; and (3) overrules, or deems waived and untimely, Defendants' objections to the above-referenced Requests. (Plaintiff's Amended Motion (“Pl.'s Am. Mot.”) at 2-3).[2] I. FACTS On May 23, 2007, Plaintiff served its First Request for Production on Defendant Castex Energy, Inc. (First Request), seeking, in part, the following: (a) Request No. 40: All documents reflecting, pertaining, or relating in any way to the proceeds received by any of the Castex Entities from Apache from the sale of any of the Assets;[3] and (b) Request No. 41: All documents reflecting, pertaining, or relating in any way to the proceeds received by any of the Castex Entities from Apache from the sale of any property (real or personal), leasehold interests, contracts, surface agreements, wells, 3D seismic data, licenses, intellectual property rights, or any other interest or any nature whatsoever. (Pl.'s Appendix to Amended Motion (“Pl.'s App.”) at 25; see Pl.'s Br. at 6.) Plaintiff claims that it also continually sought ESI on all its discovery requests, which included “the metadata embedded within electronic files and emails kept by the Defendants.” (Pl.'s Br. at 6.) In its First Request, “Document” or “Documents” was defined broadly to include: (a) all originals and all non-identical copies of all written, typed, printed, or recorded matter of any kind, as well as all attachments, addenda, and appendices thereto, of any nature or description whatsoever, wherever located, and in whatever form or condition, including, without limitation, all letters, correspondence, emails, facsimiles, ... and, (c) electronic, mechanical or electric records or representations of any kind, including without limitation, e-mails, tapes, cassettes, disks, discs, recordings, and all transcriptions, in whole or in part, of any of the foregoing. *2 (Pl.'s App. at 17-18.) According to Plaintiff, Defendants asserted form objections to Requests Nos. 40 and 41 of the First Response and supplemented their responses seven times over the course of four years. (Pl.'s Br. at 6; see Pl.'s App. at 29-49.) Notwithstanding their objections, Defendants began “a rolling production commencing on November 14, 2008 and produced seven supplemental responses on January 16, 2009, January 23, 2009, January 30, 2009, February 6, 2009, February 13, 2009, February 20, 2009, and April 7, 2009. (Defendants Response (“Defs.' Resp”) at 3; see Defs.' Resp. at 7.) In a letter dated December 12, 2008[4] to Plaintiff's counsel, Defendants' counsel stated: As to the format of the documents—whether in electronic images, native-file format,[5] or otherwise–––this is an issue that [Plaintiff] did not raise at the Rule 26(f) conference, as required by 26(f)(3)(C), and requires some discussion. Please let us know when you are available to discuss the format you want, how you propose to go about retrieving such documents, and whether you are willing to pay for the costs of doing so. (Pl.'s App. at 5 (footnote added); Defs.' App. at 15.) Thereafter, in a letter to Defendants' counsel dated December 17, 2008, approximately one month after Defendants first began producing documents, Plaintiff's counsel stated that “Defendants have failed to produce their electronic records and communications” and set forth its position regarding the production of ESI pursuant to Federal Rules of Civil Procedure 26 and 34. (Pl.'s App. at 1-3; Defs.' App. at 16-18.). Plaintiff's counsel further stated: Further, regarding your suggestion that [Plaintiff's] request for electronic discovery should have been raised by [Plaintiff] at the Rule 26(f) conference, [Plaintiff] disagrees with your assessment. First, under Rule 26(f)(2), the parties are jointly responsible for discussing any discovery issues and developing the joint discovery plan. In [Plaintiff's] view, in this day and age, if the Defendants had an issue with the electronic discovery already requested by [Plaintiff], then the Defendants should have raised it at the Rule 26(f) conference and addressed it in the joint status report. [Plaintiff] is not required to guess at discovery issues which Defendants fail to articulate or otherwise raise with [Plaintiff] at the conference. Second, under Rule 34, [Plaintiff] has no obligation to specify the form or forms in which the electronically stored information is to be produced. Instead, under Rule 34(b)(2)(D), Defendants had the burden of specifying in their response the form or forms they intended to use in responding to [Plaintiff's] request for production of electronically stored information, which they failed to do. In addition, when preparing Defendants' supplemental response to be provided on January 5, 2009, please note that under Rule 34(b)(2)(E), Defendants are required to produce their electronically stored information “in a form or forms in which it is ordinarily maintained or in a reasonably usable form.” In other words, if they are maintained in a form that is searchable by electronic means, then “the information should not be produced in a form that removes or significantly degrades this feature.” *3 (Pl.'s App. at 2; Defs.' App. at 17.) Subsequently, in an order dated April 3, 2009, the Court denied a motion filed by Defendants to stay or dismiss the case in favor of arbitration. Thereafter, the case was ultimately stayed pending an appeal of this order and eventually reopened in November 2010. In a letter dated January 4, 2011 to Defendants' counsel, Plaintiffs counsel reminded Defendants of their obligation under Rule 34(b)(2)(E) to produce ESI “in a form or forms in which it is ordinarily maintained or in a reasonably usable form.” (Pl.'s App. at 67.) Plaintiff's counsel further stated: In the nearly 70,000 documents produced by Defendants in their supplemental productions, the majority of these documents appear to be electronically stored information (e.g., letters without signatures, electronic spreadsheets, emails, etc.). These materials were not produced in a searchable electronic format. Instead, they were produced in an unsearchable .PDF format. [Plaintiff] hereby requests that any electronically stored information produced in Defendants prior and upcoming productions be produced in electronic (i.e., native) format. Alternatively, we would be willing to accept the materials in .TIF format with a summation load file. In [Plaintiff's] view, the production by Defendants of Defendants' searchable, electronically-stored information in .PDF format is unacceptable. This issue similarly will be raised with the Court in a motion to compel. (Pl.'s App. at 67; Defs.' App. at 21.) On January 17, 2011, the parties had a telephone conference regarding the discovery issues raised in the January 4 letter. (Pl.'s Br. at 8; see Defs.' Resp. at 4.) According to Plaintiff, Plaintiff agreed to produce its documents in response to Defendants' requests in “*.tif format with all metadata intact (except for Excel files, which have been produced in native format) in a database (Summation) load file)” and “Defendants agreed to re-produce their entire production in the same format.” (Pl.'s Br. at 8; see Pl.'s App. at 93.) Defendants disagree, claiming that they agreed to reproduce their entire production in searchable format and requested that Plaintiff's upcoming production also be produced in searchable format. (Defs.' Resp. at 4.) On February 4, 2011, Defendants reproduced all the documents that it had previously produced to Plaintiff “in optical character recognition (‘OCR’) searchable PDF format.” (Defs.' Resp. at 4; see Pl.'s Br. at 8-9.)[6] *4 On May 24, 2011, the Plaintiff served its Third Request for Production to Castex Defendants (“Third Request”), seeking, in part, the following: (a) Request No. 11: All documents reflecting how any of the Defendants reported any gain realized from the sale of the Assets on their tax returns; and (b) Requests Nos. 12-15: Copies of, inter alia, the Defendants financial statements for the period ending December 31, 2010, including balance sheets, income statement, and statement of cash flows. (Pl.'s Br. at 6; Pl.'s App. at 12-13.) In its Third Request, the definition of “Document” or “Documents” was expanded to include, inter alia, the following: [A]ny electronically stored data on magnetic or optical storage media as an “active” file or files (readily accessible by one or more computer applications or forensics software); and “deleted” but recoverable electronic files on such media; any electronic file fragments (files that have been deleted and partially overwritten with new data); and slack (data fragments stored randomly from random access memory on a hard drive during normal operations of a computer ... or residual data left on the hard drive after new data has been overwritten some [sic] but not all of previously stored data). (Pl.'s App. at 8.) Defendants responded to Plaintiff's Third Request on August 8, 2011 and objected to Requests 11 through 15 for a variety of reasons, including that the requests were not relevant, were vague, ambiguous, overly broad, unduly burdensome, and privileged. (Pl.'s Br. at 6-7; see Pl.'s App. at 50-61.) Specifically as to Request Nos. 12-15, Defendants stated, inter alia, the following in their response: Defendants object that this request seeks information that is not relevant to any claim or defense—namely, documents regarding transaction, agreements and/or assets (more than eight (8) years after the transactions at issue) not referenced in the pleadings and entirely unrelated to Defendants' dealings with Mirant. Subject to these and the general objections, Defendants will not produce financial statements for the time period referenced in the request as such information is not at issue in this case. (Pl.'s App. at 57.) On August 8, 2011, Defendants “produced approximately 1,400 additional pages in searchable PDF format.” (Defs.' Resp. at 6.) II. DISCUSSION A. ESI and Metadata Plaintiff claims that it has requested for the past five years the ESI and accompanying hidden data for all documents the Defendants have produced through its above-referenced Requests for Production and through correspondence and discussions with Defendants' counsel. (Pl.'s Br. at 7; see, e.g., Pl.'s App. at 1-28, 65-69, 94-95.) Plaintiff argues that Defendants have never produced its ESI as native files, including metadata, even though Plaintiff has produced all of its files in “ESI format pursuant to the parties' agreement and in accordance with the requests at issue.” (Pl.'s Br. at 9.) Plaintiff also claims that, to lessen any perceived burden on Defendants, it has recently agreed to compromise on the number of documents with ESI and metadata that Defendants need to produce. (Pl.'s Br. at 5, 9). Instead of requiring ESI and metadata for the entirety of Defendants' 100,000+ page production, Plaintiff states it has now agreed to “accept that Defendants reproduce a much smaller number, such as 500 documents” “that will shed light on important questions of when Defendants and Apache were negotiating for the resale of Plaintiff's assets to Apache.” (Pl.'s Br. at 5; Pl.'s Reply in Support of Amended Motion to Compel (“Pl.'s Reply”); see Pl.'s Br. at 9.) Plaintiff argues that the hidden metadata “is particularly important given that a central issue in this case is the question of when Defendants began negotiating with Apache for the purchase of Plaintiff's assets.” (Pl.'s Br. at 11.) *5 Defendants, on the other hand, claim that they have complied with their discovery obligations and have produced over 100,000 pages of documents twice in an attempt to satisfy the Plaintiff's ESI requirements. (Defs.' Resp. at 1-2.) Defendants further argue that “[d]espite representations to the contrary in the Amended Motion to Compel, [Plaintiff] has not at any time specifically requested either a form for the production of ESI or the production of metadata, as the Federal Rules require of it.” (Defs.' Resp. at 2.) As to this issue, Defendants state: Documents can be stored as ESI in numerous different forms, including hard copy, scanned, “PDF” (Portable Document Format), “GIF” (Graphics Interchange Format), “TIFF” (Tag Image File Format), JPEG (Joint Photographic Experts Group format), “PSD” (Photoshop Data Format), and Native just to name a few. Indeed, sometimes terms are combined (i.e., “native pdf” as distinguished from “scanned pdf”). The very variety of available forms puts the onus on the party requesting a document to specify the form sought if only a particular form is desired. See Fed. R. Civ. P. 34(b)(2)(E). (Defs.' Resp. at 2 n.1.) Defendants further state that they “have fully responded to all relevant and proper discovery requests from [Plaintiff] and submitted the production in a form expressly approved by [Plaintiff's] previous counsel over one year ago.” (Defs.'s Resp. at 2.) “The Federal Rules of Civil Procedure [and] case law all ... emphasize that electronic discovery should be a party-driven process.” Aguilar v. Immigration & Customs Enforcement Division, 255 F.R.D. 350, 357 (S.D.N.Y. 2008). Federal Rule of Civil Procedure (“Rule”) 26(f), which requires the parties to confer to discuss various issues in the very early stages of a case, states that the parties must set forth in the discovery plan their views and proposals on “any issues about disclosure or discovery of electronically stored information, including the form or forms in which it should be produced.” Fed. R. Civ. P. 26(f)(3)(C). The commentary to this rule specifically notes that whether metadata “should be produced may be among the topics discussed in the Rule 26(f) conference.” (Fed. R. Civ. P. 26 advisory committee notes to the 2006 amendments.) Furthermore, Rule 34, which deals, inter alia, with the production of documents and ESI, states, as relevant here, the following: (a) In General. A party may serve on any other party a request within the scope of Rule 26(b): (1) to produce and permit the requesting party or its representative to inspect, copy, test, or sample the following items in the responding party's possession, custody, or control: (A) any designated documents or electronically stored information–––including writings, drawings, graphs, charts, photographs, sound recordings, images, and other data or data complications–––stored in any medium from which information can be obtained either directly, or, if necessary, after translation by the responding party into a reasonably usable form .... (b) Procedure. (1) Contents of the Request. The request: (A) must describe with reasonable particularity each item or category of items to be inspected; .... (C) may specify the form or forms in which electronically stored information is to be produced. (2) Responses and Objections. (A) Time to Respond. The party to whom the request is directed must respond in writing within 30 days after being served. ... .... (D) Responding to a Request for Production of Electronically Stored Information. The response may state an objection to a requested form for producing electronically stored information. If the responding party objects to a requested form–––or if no form was specified in the request–––the party must state the form or forms it intends to use. *6 (E) Producing the Documents or Electronically Stored Information. Unless otherwise stipulated or ordered by the court, these procedures apply to producing documents or electronically stored information: (i) A party must produce documents as they are kept in the usual course of business or must organize and label them to respond to the categories in the request; (ii) If a request does not specify a form for producing electronically stored information, a party must produce it in a form or forms in which it is ordinarily maintained or in a reasonably usable form or forms; and (iii)A party need not produce the same electronically stored information in more than one form. Fed. R. Civ. P. 34 (emphasis in original). Based upon Rules 26(f)(3)(C) and 34, it appears that both parties could and should have better communicated with each other regarding the production of ESI and the required format of such production. However, Rule 34 rests the ultimate burden of specifying the format of the ESI production on the party producing the documents. Because Plaintiff did not specify the form or forms in which the ESI was to be produced in its Requests for Production, the Defendants should have, pursuant to Rule 34(b)(2)(D), stated the form or forms that it intended to use in its responses to Plaintiff's requests. The purpose of this section of Rule 34 was to “permit the parties to identify and seek to resolve disputes before the expense and work of the production occurs.” (Fed. R. Civ. P. 34 advisory committee notes to the 2006 amendments.) Defendants, however, failed to comply with Rule 34(b)(2)(D). Consequently, Defendants took the risk that the Plaintiff would show that the produced forms were “not reasonably usable and that it is entitled to production of some or all of the information in an additional form.” (Id.) Furthermore, no later than December 10, 2008, less than one month after Defendants made their first production of documents to Plaintiff, Plaintiff's counsel clearly notified Defendants that they had an issue with the format of Defendants' production of ESI. At this point, both parties were (or should have been) on notice that they needed to have detailed discussions on the format of ESI production before any additional documents were produced. In addition, no later than January 4, 2011, albeit after Defendants had already produced a majority of their documents, Plaintiff made it clear to Defendants exactly what format it wanted the ESI to be in when it stated the following: [Plaintiff] hereby requests that any electronically stored information produced in Defendants prior and upcoming productions be produced in electronic (i.e., native) format. Alternatively, we would be willing to accept the materials in .TIF format with a summation load file. In [Plaintiff's] view, the production by Defendants of Defendants' searchable, electronically-stored information in .PDF format is unacceptable. (Pl.'s App. at 67; Defs.' App. at 21.) Instead of complying with such a request or at least discussing with opposing counsel any reason such a request was not feasible, Defendants, on February 4, 2011, voluntarily chose to reproduce all the documents that it had previously produced to Plaintiff in OCR searchable PDF format, but with no access to any of the metadata. The Court is unclear why Defendants would go through such a reproduction exercise without first trying to reach a formal agreement with Plaintiff as to what format the documents should be reproduced.[7] *7 As to Defendants' argument that Plaintiff never specifically used the terms “metadata” in any of their ESI requests, the Court finds such argument is disingenuous, at best, in light of Plaintiff's specific claims against Defendants, which rely heavily on the question of when Defendants began negotiating with Apache for the purchase of Plaintiff's assets. Rule 34 of the Federal Rules of Civil Procedure was amended in 2006 to specifically include ESI and to “confirm that discovery of electronically stored information stands on equal footing with discovery of paper documents.” Thus, in the Court's view, at the very least, Plaintiff's discussions with Defendants regarding the format of Defendants' production of ESI less than one month after Defendants first began producing documents should have alerted Defendants of the need to discuss with Plaintiff what format the ESI should be produced and whether metadata was included.[8] According to Rule 34(b)(2)(D), if a request does not specify a format for producing ESI, Defendants must produce it in a form or forms in which it is ordinarily maintained or in a reasonably usable form or forms. Although it is unclear, Defendants appear to claim that the original production of their documents in non-searchable PDF form is the form in which such documents are ordinarily maintained. (Defs. Resp. at 14 (“The Castex Defendants have produced documents ‘in the same order as maintained in the ordinary course of business' by producing emails with their attachments, documents in their sequence, and the entirety of a file as it was maintained”.)) Regardless if this is true, the Defendants voluntarily reproduced all the documents in text-searchable PDF format. While Defendants argue that “text-searchable PDF format constitutes a ‘reasonably usable form’ under Rule 34” (Defs.' Resp. at 15), the Court disagrees as Plaintiff had at that time, clearly requested that Defendants produce the ESI in either their native format (i.e., the format in which they are ordinarily maintained) or in .tiff format with a summation load file. In this way, Defendants appear to have intentionally reproduced their ESI in a format that does not include metadata. Defendants have not provided the Court with adequate justification for such actions. The Court recognizes that there is a line of cases cited by Defendants for the proposition that “if metadata is not sought in the initial document request, and particularly if the producing party already has produced the documents in another form, courts tend to deny later requests, often concluding that the metadata is not relevant.” Aguilar, 255 F.R.D. at 357. (See Defs.' Resp. at 14.) In Aguilar, the Court went through a comprehensive discussion of metadata and its relationship with the discovery process. 255 F.R.D. at 353-60. In granting in part and denying in part the plaintiff's motion to compel the defendants to produce, inter alia, certain categories of documents in .tiff format with corresponding metadata, the Court premised their decision on the delay by the plaintiff in requesting the metadata and the perceived usefulness of producing the metadata beyond the value of the information already produced and obtained. The same factors, however, are not present in this case. *8 First, the Plaintiff, although not using the word metadata, specifically sought “electronic, mechanical, or electric records or representations” in its First Request. (Pl.'s App. at 17-18.) Furthermore, as noted above, Plaintiff, at the very latest, raised the issue that Defendant was not producing its ESI in a proper format less than one month after Defendants' started producing documents. Although it would have been better if Plaintiff had specifically raised the issue prior to Defendants producing any documents, Defendants continued to produce its documents on a rolling production without resolving the issues surrounding the format of the ESI. In addition, Defendants, on their own, voluntarily chose to reproduce all of its responsive documents in a different format without, once again, clearly resolving issues that had been raised by Plaintiff. Second, Plaintiffs have made a strong showing of the usefulness and importance of metadata to its case. As to this issue, Plaintiff states that “[a]ll of [the] ‘hidden’ information [contained in the metadata] is particularly important given that a central issue in this case is the question of when Defendants began negotiating with Apache for the purchase of Plaintiff's assets.” (Pl.'s Br. at 11.) The Court agrees with Plaintiff's contentions and that the metadata contained in certain documents that have been produced may help provide answers to such question. Third, in an attempt to lessen the burden of reproducing their documents for a third time, the Plaintiff has agreed to request the reproduction of no more than 500 documents with metadata intact. The Court finds that such a concession is critical to the facts of this case and effectively relieves any alleged undue burden on the Defendants caused by having to again reproduce certain documents. Based on the foregoing, the Court concludes that Plaintiff's motion to compel as to the ESI and metadata should be GRANTED. B. Financial Documents In Requests Nos. 40 and 41 in its First Request and Requests Nos. 11-15 in its Third Request, Plaintiff seeks “all documents related to the proceeds from the Defendants' purchase and sale of Plaintiff's assets.” (Pl.'s Br. at 13.) Plaintiff claims that “[t]hese requests are highly relevant to [Plaintiff's] claim for actual damages for breach of contract and fraud, which includes disgorgement of Defendants' profits, recission, restitution, consequential damages, and imposition of a constructive trust, because what the Defendants bought, sold, and disposed of were assets that were Plaintiff's and that Plaintiff seeks to have returned.” (Pl.'s Br. at 13.) Plaintiff states that the “requested financial information would shed light on the value of the properties, licenses and assets sold to Apache in 2002, the disposition of those properties given that [Plaintiff] lost the benefit of its contract with Defendants when Defendants induced the sale of [Plaintiff's] 75% interest in jointly held properties, and what, if anything, the Defendants have done with the proceeds of that sale.” (Pl.'s Br. at 14.) As a compromise, Plaintiff states that it is now willing to accept only “(a) filed tax returns and all attachments or worksheets filed contemporaneously therewith in the possession of the Defendants from 2002 to the present for the Defendants and any subsidiary entities of the Defendants that may have received, transferred, or otherwise handled the proceeds of the Apache sale, [and] (b) annual financial statements for the same.” (Pl.'s Br. at 5.) Defendants, on the other hand, claim that they have complied with Plaintiff's Requests Nos. 40 and 41 in its First Request regarding the proceeds received from the Apache Sale and “have produced all relevant documents reflecting the proceeds received from the sale to Apache, including various versions of the Apache Sale closing statements, the Apache Sale Final Settlement Statement, audit details related to the Apache Sale, ... amendments to the Apache Sale agreements,” and “various 2001 and 2002 financial statements.” (Defs.' Resp. at 6-7; see Defs.' Resp. at 17.) Defendants argue that Plaintiff's additional requests for financial statements and tax returns in its Third Request for Production are overbroad, irrelevant, and seek financial statements and tax returns for time periods (2003-present) that are not at issue and that contain confidential information. (Defs.' Resp. at 7-8.) Defendants claim that the only unproduced financial statements relevant to Plaintiff's claims are its current or “trial-proximate” financial statements, which are applicable to the Plaintiff's claims for punitive damages. (Defs.' Resp. at 2.) Defendants state that it has offered to produce such statements for the current year. (Defs.'s Resp. at 2.) Furthermore, as to Plaintiff's argument that the documents are relevant to its theory of a constructive trust, Defendants claim that this theory is contained in a Fourth Amended Complaint, which is not currently a live pleading before the Court.[9] (Defs.' Resp. at 9, 12, 17-18.) *9 Federal Rule of Civil Procedure (“Rule”) 26(b)(1) permits parties to “obtain discovery regarding any nonprivileged matter that is relevant to any party's claim or defense.” “Relevant information need not be admissible at the trial if the discovery appears reasonably calculated to lead to the discovery of admissible evidence.” Fed. R. Civ. P. 26(b)(1). However, a court may limit discovery if the “burden or expense of the proposed discovery outweighs its likely benefit.” Fed. R. Civ. P. 26(b)(2)(C)(iii). Rule 26(c) authorizes a court, for good cause, to protect a party or person from annoyance, embarrassment, oppression, or undue burden or expense. Unless the Court finds that an objection to a requests for admission is justified, “it must order that an answer be served.” Fed. R. Civ. P. 36(a)(6). After reviewing the above-referenced requests and the applicable case law, the Court concludes that, at least for purposes of a motion to compel, such requests seek information that is relevant and/or reasonably calculated to lead the discovery of admissible evidence. In addition, the Court finds that Plaintiff has a compelling need for the information and such information is not otherwise readily obtainable. Furthermore, as to Defendants' concerns that the documents contain confidential information, the Court finds that the Protective Order entered by the Court on April 5, 2011 provides sufficient safeguards to protect the Defendants in this regard. Consequently, the Court concludes that Plaintiff's motion to compel as to the production of the financial documents should also be GRANTED. C. Attorney's Fees In the brief to its motion, Plaintiff requests that it be awarded reasonable attorney's fees pursuant to Rule 37(a)(5)(A). Plaintiff, however, fails to provide any specific amount of attorney's fees or any documentation supporting such fees. Consequently, the Court concludes that Plaintiff's request should be DENIED. III. CONCLUSION Based on the foregoing, it is ORDERED that Plaintiff's Amended Motion to Compel Document Production [doc. # 212] is GRANTED. It is further ORDERED that Defendants reproduce no more than five hundred (500) documents in *.tiff format with a summation load file (including metadata) no later 4:30 p.m. on May 16, 2012. Plaintiff shall provide Defendants with a list specifying the five hundred (500) documents that it wants Defendants to reproduce as set forth above no later than 4:30 p.m. on May 4, 2012. It is further ORDERED that Defendants produce filed tax returns and all attachments or worksheets filed contemporaneously therewith in the possession of the Defendants from 2002 to the present for the Defendants and any subsidiary entities of the Defendants that may have received, transferred, or otherwise handled the proceeds of the Apache sale and annual financial statements for the same no later than 4:30 p.m. on May 4, 2012. Defendant's objections to producing the above documents are overruled. It is further ORDERED that any documents produced by either party in response to discovery requests from this day forward shall be produced in *.tiff format with a summation load file (including metadata) unless the parties agree, in writing, to some other format. It is further ORDERED that Plaintiff's request for attorney's fees is DENIED. Footnotes [1] ESI is electronically-stored information. Metadata is “electronically-stored evidence that describes the ‘history, tracking, or management of an electronic document.’ ” Aguilar v. Immigration and Customs Enforcement Div of U.S. Dep't of Homeland Sec., 255 F.R.D. 350, 354 (S.D.N. Y 2008). [2] For a general recitation of the underlying facts in this case, the Court incorporates the Factual Background set forth in the Court's September 22, 2008 Order Partially Granting and Partially Denying Motion to Dismiss [doc. # 123]. [3] “Assets” is defined as collectively referring “to the property and assets subject to the MSA, the 2001 PSA, or the 2002 PSA, including without limitation, the leasehold interests, fee properties, contracts and surface agreements, wells, and the 3D seismic data, licenses, and intellectual property rights described in Exhibits A-E to the MSA, 2001 PSA, and 2002 PSA. (Pl.'s App. at 10, 19.) See footnote 2, supra. [4] This letter was apparently written in response to a letter dated December 10, 2008 from Plaintiff's counsel to Defendants' counsel. (See Pl.'s App. at 4; Defs.' App at 14; Pl.'s Mot. at 7, n.14). However, the Court is unable to locate a copy of the December 10, 2008 letter in either the Plaintiff's or the Defendants' appendix. [5] “Native format” is the “default format of a file,” access to which is “typically provided through the software program on which it was created.” In re Priceline.com Inc. Sec. Litig., 233 F.R.D. 88, 89 (D. Conn. 2005). [6] Defendants claim that an email dated March 8, 2011 from Plaintiff's counsel expressed Plaintiff's satisfaction with the form of Defendants' reproduction. In the email, Plaintiff's counsel stated: I wanted to follow up with you regarding [Plaintiff's] discovery responses. We will have our objections and responses to you on Tuesday, March 15. Regarding our rolling production, we would like to make our first production on March 29. The delay between March 15 and March 29 is to allow Mirant an opportunity to review our production (to avoid an inadvertent production by [Plaintiff] of Mirant's privileged materials) and to format the materials in searchable .pdf format (as was produced by Defendants). (Defs.' App. at 197.) Plaintiffs disagree with Defendants' interpretation of this email, stating: On Feb. 4, 2011, Defendants re-sent their entire production, though it merely came in searchable *.pdf format without any ESI files or metadata as agreed. Defendant never produced native files or metadata. On March 8, 2011, Plaintiff's counsel, having not received the agreed-to ESI, stated that she would be producing future production “in searchable .pdf format (as was produced by Defendants).” Although that claim was made, Plaintiff produced its files in ESI format pursuant to the parties' agreement and in accordance with the requests at issue. Facing Defendants' continued refusal to produce ESI, Plaintiff sent interrogatories on May 4, 2011 requesting information regarding Defendants' ESI storage procedures. (Pl.'s Br. at 9 (emphasis in original).) [7] The Court acknowledges that both parties claim they had reached an agreement to the format of the reproduction of the ESI. However, because both parties claim differing “agreements,” it is clear that no enforceable agreement had actually been reached. [8] The Sedona Conference (“Conference”) is a non-profit legal policy research and education organization that has a working group of judges, attorneys and electronic discovery experts dedicated to resolving electronic document production issues. Aguilar, 255 F.R.D. at 355. “Since, 2003 the Conference has published a number of documents concerning ESI, including the Sedona Principles.” Id. “Courts have found the Sedona Principles instructive with respect to electronic discovery issues.” Aguilar, 255 F.R.D. at 355. In the first edition of the Sedona Principles, which was published in 2005, the Conference stated that “[u]nless it is material to resolving the dispute, there is no obligation to preserve and produce metadata absent agreement of the parties or order of the court.” The Sedona Principles: Best Practices Recommendations & Principles for Addressing Electronic Document Production, Principle 12 (Sedona Conference Working Group Series 2005). However, in the second edition of the Sedona Principles, which was published in 2007, Principle 12 was revised to remove any presumption against the preservation or production of metadata. The Sedona Principles: Second Edition Best Practices Recommendations & Principles for Addressing Electronic Document Production, Principle 12 (Sedona Conference Working Group Series 2007). [9] Plaintiff filed an opposed Motion for Leave to File Fourth Amended Complaint on February 2, 2012. The District Court has not yet issued a ruling on this motion.