*1 This matter comes before the undersigned United States Magistrate Judge pursuant to a general assignment made in accordance with the provisions of 28 U.S.C. § 636(b)(1)(A), upon Plaintiffs’ Motion for Discovery Sanctions and to Amend the Scheduling Order, [Docket No. 41]. The Court held a motion hearing on December 9, 2015, and the Court took Plaintiffs’ motion under advisement. For reasons discussed herein, the Court GRANTS IN PART and DENIES IN PART Plaintiffs’ Motion for Discovery Sanctions and to Amend the Scheduling Order, [Docket No. 41], as modified herein.

I. BACKGROUND AND STATEMENT OF ALLEGED FACTS

Plaintiffs[1] initiated the present case against Defendants Charps Welding & Fabricating, Inc. (“Charps”), Kenneth Charpentier, Clearwater Energy Group, Inc. (“Clearwater”), C&G Construction (“C&G”), and Alpha Oil & Gas Services (“Alpha Oil”) (collectively, “Defendants”) on or about June 23, 2014, “to collect unpaid fringe benefit contribution payments.” (Compl. [Docket No. 1], ¶¶ 1-7).

Plaintiffs allege that three series of collective bargaining agreements (“CBAs”) to which Defendant Charps is a signatory require Defendant Charps to make monthly contributions to the Funds for each hour worked by employees covered by the CBAs. (Id. at ¶¶ 11-16). Specifically, that, from at least October 1, 2001 until the present, Defendant Charps has been bound by a series of CBAs negotiated among the Builders Division of the Associated General Contractors of Minnesota and the International Union of Operating Engineers, Local #49 (“the Builders CBAs”). (Id. at ¶ 11). Plaintiffs contend that Defendant Charps has also been bound by a series of CBAs negotiated between the International Union of Operating Engineers and the Pipe Line Contractors Association (“Pipeline CBAs”) since at least May 31, 2005, until at least January 31, 2015; and has been bound by the National Distribution and Utilities Agreement negotiated between the International Union of Operating Engineers and the Distribution Contractors Associations (“Distribution and Utilities CBA”) since at least March 5, 2008, until at least May 31, 2015. (Id. at ¶¶ 12-13).

*2 Plaintiffs further allege that the terms of the Agreement and Declaration of Trust for the Operating Local #49 Engineers Health and Welfare Fund (“Welfare Trust Agreement”) require both Defendant Charps and Defendant Charpentier to make contributions to the Funds for each hour worked by employees covered by the CBAs. (Id. at ¶¶ 14-16). Specifically, Plaintiffs assert that Defendant Charpentier executed a Participating Agreement with the Operating Engineers Local #49 Health and Welfare Fund (“Welfare Participating Agreement”), that bound Defendant Charps and Defendant Charpentier to the terms the Welfare Trust Agreement. (Id. at ¶ 14).

Based on the terms of the Welfare Trust Agreement, it is alleged that Defendant Charps and Defendant Charpentier are obligated to make contributions to the Health and Welfare Fund, (Id. at ¶ 15); that the terms of the Restated Agreement and Declaration of the Central Pension Fund of the International Union of Operating Engineers (“Central Pension Trust Agreement”) governs Defendant Charps’ obligation to make contributions to the Central Pension Fund (Id. at ¶ 17); and, that the Restated Agreement and Declaration of Trust of the Local #49 International Union of Operating Engineers of Minnesota Apprenticeship and Training Program (“Apprenticeship Trust Agreement”) governs Defendant Charps’ obligation to make contributions to the Apprenticeship and Training Program, (Id. at ¶ 18).

There is no allegation that Defendant Clearwater, Defendant C&G, or Defendant Alpha Oil are signatories to any of the agreements listed above. (See Id. at ¶¶ 11-18). Plaintiffs maintain, however, that Defendant Clearwater, Defendant C&G, and Defendant Alpha Oil are alter egos of Defendant Charps and/or Defendant Charpentier such that Defendant Clearwater, Defendant C&G, and Defendant Alpha Oil are also bound by the CBAs. (Id. at Count II: Alter Ego). Plaintiffs further allege in the alternative, that all of the Defendants together form a joint venture, such that Defendant Clearwater, Defendant C&G, and Defendant Alpha Oil are also bound by the CBAs. (Id. at Count III: Joint Venture/Joint Enterprise).

Plaintiffs claim that the Builders CBAs, the Welfare Trust Agreement, and the Central Pension Trust Agreement permit the Funds or their authorized agents to examine signatory employers’ payroll and employment records whenever the Funds or their authorized agents deem it necessary in connection with the proper administration of the Funds, and require Defendant Charps and Defendant Charpentier, upon the request of the Plaintiffs, to furnish all necessary employment and payroll records relating to employees covered by the CBAs. (Id. at ¶ 25).

Plaintiffs state that, prior to this action, their authorized agent requested that Defendant Charps and Defendant Charpentier produce complete payroll and employment records of all Defendants for the period of January 1, 2008, to the present; and that Defendant Charps and Defendant Charpentier breached the terms of the CBAs, the Welfare Trust Agreement, the Central Pension Trust Agreement, and the Apprenticeship Trust Agreement by refusing to produce the complete payroll and employment records of Defendant Clearwater, Defendant C&G, and Defendant Alpha Oil. (Id. at Count I: Breach of Contract/Right to Audit). Finally, Plaintiffs allege that all Defendants are liable for liquidated damages for unpaid contributions that Defendants owe to the Funds pursuant to the CBAs. (Id. at Count IV: ERISA Damages).

Following the commencement of the present litigation, the parties began undertaking discovery. On October 31, 2014, Plaintiffs served discovery requests on Defendants. (Affidavit of Amy Court, [Docket No. 25], ¶ 2). Defense counsel served responses on December 31, 2014. (Id. ¶ 4). Defendant Charps, Defendant Clearwater, Defendant C&G, and Defendant Alpha Oil thereafter served supplemental answers to Plaintiffs’ Interrogatories. (Id. at 9). Plaintiffs then filed a previous Motion to Compel, [Docket No. 22], asking the Court to compel each Defendant to provide additional supplemental responses to fifteen (15) of Plaintiffs’ interrogatories and thirty-seven (37) of Plaintiffs’ requests for production, which Plaintiffs believed were necessary to conduct a full ERISA/CBA audit of all Defendants to determine the extent of damages that each of the Defendants owed Plaintiffs for unpaid contributions. (See Order, [Docket No. 31], 8). In addition to asserting that Plaintiff's discovery requests were overly broad and that producing the volume of records implicated by Plaintiffs discovery requests would be unduly burdensome, Defendants opposed Plaintiff's discovery requests as to Defendant Clearwater, Defendant C&G, and Defendant Alpha Oil, arguing that Plaintiffs had not yet established that they even had the right to audit those three Defendants, and that Plaintiffs were, through discovery, seeking dispositive relief from those Defendants in the form of production of the records that would enable Plaintiffs to conduct an audit of those three Defendants without first proving that Plaintiffs were even entitled to conduct such an audit. (See Id.).

*3 On May 14, 2015, the Court issued an Order, [Docket No. 31], granting in part and denying in part Plaintiffs’ previous motion to compel. As relevant to the present dispute, the Court concluded that, at the stage of the proceedings in which Plaintiffs brought their previous motion to compel, whether Plaintiffs were entitled to audit Defendant Clearwater, Defendant C&G, and Defendant Alpha Oil, was a disputed threshold issue on which the Plaintiffs were first required to obtain a ruling in their favor before the Court could even consider whether Plaintiffs were entitled to discovery of the universe of documents necessary to conduct the audits that Plaintiffs were seeking from those three Defendants. (Id. at 8). As a result, the Court concluded that, at the time that Plaintiffs had filed their previous motion, Plaintiffs were entitled only to discovery of materials that were relevant to the legal claims that would be dispositive of that threshold issue of entitlement to audit, i.e., Plaintiffs allegations that Defendant Clearwater, Defendant C&G, and Defendant Alpha Oil were alter-egos of Defendants Charps and Charpentier or members of a joint venture with those two Defendants. (Id. at 8-10). In pertinent part, the Court's Order granted Plaintiffs’ motion to the extent the motion concerned Plaintiffs’ Document Request 1 for production of Defendants’ general ledgers, reasoning that the summary of financial information provided in a general ledger would be relevant to the issues of alter-ego or joint venture as possibly showing the presence or absence of sufficient capitalization for corporate undertakings by any of the Defendants, as well as, evidence of contribution and profit sharing, if any, amongst the Defendants. (Id. at 32).

On June 26, 2015, Defendants produced two reports entitled “Journal Entry History Reports” and “General Ledger Transaction Reports” that they represented were responsive to Plaintiffs’ Document Request 1. (Affidavit of Christy E Lawrie, [Docket No. 45], 2). Plaintiffs’ auditor, Craig Siiro (“Siiro”) examined those two reports and concluded that they did not include all of the transactions he would expect in a general ledger. (Affidavit of Craig Siiro, [Docket No. 44], 2-3). Siiro also noted that there were a number of entries indicating that they had been created by using the Quickbooks Condense process, which summarizes transactions into a single line and limited his ability to analyze the listed transactions. (Id.).

On November 5, 2015, Plaintiffs contacted Defendants, expressing Plaintiffs’ belief that the reports Defendants had provided contained only Defendants’ general journal transactions and were not responsive to Plaintiffs’ Document Request 1. (Lawrie Affidavit, [Docket No. 45], 3). Thereafter, counsel for the parties exchanged a series of emails in which Plaintiffs set forth their position that a general ledger, as requested in Plaintiffs’ Document Request 1, should contain detailed information regarding every transaction conducted by a business, and Defendants set forth their position that a general ledger, as maintained and produced by Defendants, should contain only a summary of a business’ accounts, the detailed information for which is typically kept in a business’ other, subsidiary ledgers. (See Plfs.’s Exhs. F-I, [Docket Nos. 45-2]; see also Defs.’s Exhibits A-F, [Docket Nos. 49-1, 49-2, 49-3, 49-4, 49-5] ).

On November 25, 2015, Plaintiffs filed the present motion.

II. PLAINTIFFS’ MOTION FOR DISCOVERY SANCTIONS AND TO AMEND THE SCHEDULING ORDER, [Docket No. 41]

Plaintiffs move the Court for an Order imposing discovery sanctions on Defendants, arguing that Defendants have failed to produce their general ledgers as ordered by the May 14, 2015, Order, [Docket No. 31]. Plaintiff seek sanctions in the form of ordering Defendants to produce a general ledger that contains detailed information regarding every transaction Defendants have ever made during the pertinent period rather than summaries of accounts, and an award of Plaintiffs’ attorneys’ fees and costs associated with bringing the present motion.[2] In the event that the Court grants Plaintiffs’ motion and orders the requested sanctions, Plaintiffs summarily ask the Court to also amend the Amended Pretrial Scheduling Order, [Docket No. 40], to extend all deadlines therein by 120 days. Defendants oppose the motion, arguing that Plaintiffs are attempting to re-litigate the scope of relevance for the purposes of discovery at this stage of the litigation. Defendants also assert that they have already produced their general ledgers.[3]

*4 Although Plaintiffs describe the present motion as a motion for sanctions, the Court will address the motion as it is more properly characterized, as a second motion to compel and to amend the scheduling order. See, e.g., Ira Green, Inc. v. Military Sales & Serv. Co., 775 F.3d 12, 28 n.8 (1st Cir. 2014) (“[A] district court is not bound by the label that a party affixes to a motion but ordinarily may re-characterize the motion as invoking a more appropriate rule.”); Guyton v. United States, 453 F.3d 425, 427 (7th Cir. 2006); accord BBCA, Inc. v. United States, 954 F.2d 1429, 1431-32 (8th Cir. 1992), cert. denied, 506 U.S. 866 (1992).

A. Standard of Review

Federal Rule of Civil Procedure 26(b)(1) provides that “[p]arties may obtain discovery regarding any nonprivileged matter that is relevant to any party's claim or defense.” Fed. R. Civ. P. 26(b)(1). Courts construe the Rule broadly to encompass “any matter that bears on, or that reasonably could lead to other matter[s] that could bear on, any issue that is or may be in the case.” Oppenheimer Fund, Inc. v. Sanders, 437 U.S. 340, 351 (1978); see also Hofer v. Mack Trucks, Inc., 981 F.2d 377, 380 (8th Cir. 1992) (Rule 26 “is liberal in scope and interpretation, extending to those matters which are relevant and reasonably calculated to lead to the discovery of admissible evidence”).

B. Analysis

1. General Ledgers

In pertinent part, the Court in the May 14, 2015, Order, [Docket No. 31], set forth:

Id. at 33-34 (internal citations omitted) (emphasis added).

Although both parties agree that the Court ordered the production of Defendants’ general ledgers, each party now seeks to interpret the term “general ledger” in isolation, to suit their respective subjective litigation goals, without reference to the full context of the Court's May 14, 2015, Order, [Docket No. 31], and record on which it was based.

Plaintiffs, relying on an affidavit submitted by their forensic auditor, assert that a general ledger should contain ALL of a company's transactions for a specific period including the date, amount, and a description of the type of each transaction, i.e., check, deposit, customer invoice, payroll check, vendor invoice or adjusting journal entry.

Defendants, relying on a declaration by the chief financial officer of Defendant Clearwater, assert that it is a widely accepted accounting practice for a general ledger to contain only a summary record of various account balances and not a detailed record of all of a business’ transactions.

The Court's independent research convinces the Court to its satisfaction that there is, quite simply, no single precise form for the contents of a general ledger, as is comparatively evident from the disparity between the definition of a general ledger cited by Plaintiffs’ auditor, and the declaration of Defendant Clearwater's chief financial officer. For example, the Encyclopedia Britannica distinguishes between a business’ journals, which contain detailed records of daily transactions, such as sales and purchases, and a business’ ledgers, which contain records of individual accounts. See Bookkeeping, Encyclopedia Britannica Online, http://academic.eb.com/EBchecked/topic/73585/bookkeeping. In addition, a review of caselaw indicates that businesses often maintain the contents of their general ledgers in a form particular to the individual business. See, e.g., Herrera v. C.I.R., 104 T.C.M. (CCH) 540 (T.C. 2012) aff'd, 544 F. App'x 592 (5th Cir. 2013) (noting that company had recorded individual checks in their general ledger); Jaben v. United States, 349 F.2d 913, 917 (8th Cir. 1965) (concerning a general ledger described as containing a summary of all the other books of the business); Wachovia Bank & Trust Co. v. Manufacturers Cas. Ins. Co., 171 F. Supp. 369, 372 (M.D.N.C. 1959) (noting that bank's general ledger generally showed the account totals of a bank's deposits while a cash book listed each days’ individual business transactions); Franken v Comm'r, 10 T.C.M. (CCH) 441 (T.C. 1951) (concerning a general ledger in which were maintained summaries of a cash receipts journal and a disbursements journal); Stewart v. Am. Home Fire Ins. Co., 211 Miss. 523, 530, 52 So. 2d 30, 32 (1951) (concerning a general ledger in which business kept handwritten copies of daily sales slips); Dependable Packing Company, a Partnership; Dependable Packing and Provision Company, an Illinois Corporation, T.C.M. (P-H) P 45379 (T.C. 1945) (concerning a general ledger recording number, weight, monetary value, and killing cost of hogs purchased for slaughter); Critex, Inc. v Comm'r, B.T.A.M. (P-H) P 41048 (B.T.A. 1941) (concerning general ledger kept using a “quasi-double entry system” that recorded only the money business had paid out).

*5 As the parties still contest the scope of production required by the Court's directive that Defendants produce their general ledgers, the Court now clarifies its previous Order, [Docket No. 31]. In issuing that prior Order, the Court concluded that Plaintiffs’ requests for information, which were the subject of the previous motion, sought individual source documents memorializing Defendants’ every business transaction and, as a result, were overreaching in light of the unresolved threshold issues of whether Plaintiffs had proven that they were entitled to conduct an audit of Defendant Clearwater, Defendant C&G, and Defendant Alpha Oil. As such, the Court ordered that the information to be produced in response to Plaintiffs’ Document Request 1 was to be information from Defendants’ ledgers that was consistent with the categories of relevant information the Court articulated in that portion of the Court's Order, i.e., financial records tending to show evidence of sufficient or insufficient capitalization for corporate undertakings, profit sharing amongst Defendants, and financial contributions between Defendants.

Accordingly, the Court will now Order supplemental production of information from Defendants’ admittedly searchable[4] “Quickbooks” subsidiary ledgers consistent with the full context of the Court's May 14, 2015, Order, [Docket No. 31], as the defining limits for production from Defendants “general ledgers.” As such, the Court again orders that the information to be produced in response to Plaintiffs’ Document Request 1 is to be information from Defendants’ subsidiary ledgers that is consistent with the categories of relevant information the Court articulated in that portion of the Court's prior Order, i.e., financial records tending to show evidence of sufficient or insufficient capitalization for corporate undertakings, profit sharing amongst Defendants, and financial contributions between Defendants.

Therefore, the Court GRANTS IN PART and DENIES IN PART, Plaintiffs’ motion, which the court has re-characterized as a motion to compel, [Docket No. 41], to the extent the motion pertains to the production of information from Defendants’ subsidiary ledgers/journals. Defendants shall make the supplemental production no later than twenty-one (21) days from the date of this Order.

2. Request to Amend Scheduling Order

As the Court will require Defendants’ to produce information from their subsidiary ledgers/journals requested by Plaintiffs, the Court must address Plaintiffs’ request that the Court modify the presently operative Amended Pretrial Scheduling Order, [Docket No. 40], to extend all deadlines contained therein by 120 days.

A court may modify its scheduling order for “good cause.” See Fed. R. Civ. P. 16(b)(4). “The ‘good cause’ standard requires a demonstration that the existing schedule cannot reasonably be met despite the diligence of the party seeking the extension.” Burris v. Versa Products, Inc., No. 07-3938 (JRT/JJK), 2009 WL 3164783, at *4 (D. Minn. Sept. 29, 2009). “The primary measure of good cause is the movant's diligence in attempting to meet the order's requirements.” Rahn v. Hawkins, 464 F.3d 813, 822 (8th Cir. 2006). “While the prejudice to the nonmovant resulting from modification of the scheduling order may also be a relevant factor, generally, we will not consider prejudice if the movant has not been diligent in meeting the scheduling order's deadlines.” Sherman v. Winco Fireworks, Inc., 532 F.3d 709, 717 (8th Cir. 2008).

In support of their request for a blanket four-month extension of ALL of the deadlines in the presently operative Amended Pretrial Scheduling Order, [Docket No. 40], Plaintiffs assert that they timely served their discovery requests; promptly reviewed Defendants’ discovery responses; and reasonably relied on Defendants’ representation that the produced reports were responsive to Plaintiffs discovery requests.

*6 In the present case, Plaintiffs received Defendants’ responses to Plaintiffs’ discovery requests in late June 2015, but they did not raise any objection to the sufficiency of Defendants’ responses until early November 2015, over four months later. Plaintiffs have not shown any specific factual basis for their four-month delay in raising their objections. Nor is Plaintiffs’ summary assertion that they reasonably relied on Defendants’ statement that the produced reports were responsive to Plaintiffs’ discovery requests compelling as Plaintiffs identify no specific facts indicating that they could not have independently reviewed the reports in those four intervening months. Therefore, the Court concludes that Plaintiffs have not shown that they were reasonably diligent in bringing their objections to the sufficiency of Defendants’ discovery responses before the Court and, as such, Plaintiffs have failed to carry their burden to show good cause to extend the deadlines in the Amended Pretrial Scheduling Order, [Docket No. 40], in the extensive manner they request.

Accordingly, the Court DENIES Plaintiffs’ motion, [Docket No. 41], to the extent the motion seeks an extension of all deadlines in the present case.[5]

III. CONCLUSION

For the foregoing reasons, and based on all of the files, records, and proceedings herein, IT IS HEREBY ORDERED that Plaintiffs’ Motion for Discovery Sanctions and to Amend the Scheduling Order, [Docket No. 41], is GRANTED in part and DENIED in part, as set forth above.