*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 to Compel Discovery Responses, [Docket No. 22]. The Court held a motion hearing on April 7, 2015, and the Court took Plaintiffs’ motion under advisement. For reasons discussed herein, the Court GRANTS in part and DENIES in part Plaintiffs’ Motion to Compel Discovery Responses, [Docket No. 22].

I. BACKGROUND

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”) 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, Plaintiffs allege that, from at least October 1, 2001 until the present, 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”) has bound Defendant Charps. (Id. at ¶ 11). Plaintiffs allege 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 also 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 Defendant Charps and Defendant Charpentier to make contribution to the Funds for each hour worked by employees covered by the CBAs. (Id. at ¶¶ 14-16). Specifically, Plaintiffs allege 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).

Plaintiffs allege that the terms of the Welfare Trust Agreement govern Defendant Charps and Defendant Charpentier's obligations 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).

Plaintiffs allege 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 to furnish all necessary employment and payroll records relating to employees covered by the CBAs upon request. (Id. at ¶ 25).

Plaintiffs allege that their authorized agent requested that Defendant Charps and Defendant Charpentier produce the 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). Plaintiffs also allege 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 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). 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).

Plaintiffs’ Complaint prays for dispositive relief in the form of a Court order compelling all Defendants to produce for inspection and audit the following documents from January 1, 2008, to the present:

(Id. at 13-14).

In addition, Plaintiffs seek an order enjoining Defendants to permit future inspections of records and audits and enjoining Defendants from failing or refusing to produce requested records in the future. (Id. at 14). Finally, Plaintiffs seek a judgment for all unpaid contributions that Plaintiffs may discover during the audits they seek, along with costs, disbursements, and attorneys’ fees. (Id. at 15).

On October 31, 2014, Plaintiffs served interrogatories and requests for production of documents on Defense counsel. (Court Aff. [Docket No. 25], ¶ 2, Exs. A, B, C). Defense counsel served responses on December 31, 2014. (Id. ¶ 4, Exs. D). Defendant Charps, Defendant Clearwater, Defendant C&G, and Defendant Alpha Oil thereafter served supplemental answers to Plaintiffs’ Interrogatories. (Id. at 9, Ex. I).

II. PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RESPONSES, [DOCKET NO. 22]

Plaintiffs move the Court for an order:

(Pls.’ Mot. to Compel [Docket No. 22] )

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”).

“[D]iscovery may not be had on matters irrelevant to the subject matter involved in the pending action[,]” and “ ‘even if relevant, discovery is not permitted where no need is shown, or compliance would be unduly burdensome, or where harm to the person from whom discovery is sought outweighs the need of the person seeking discovery of the information.’ ” Miscellaneous Docket Matter #1 v. Miscellaneous Docket Matter #2, 197 F.3d 922, 925 (8th Cir. 1999) (quoting Micro Motion, Inc. v. Kane Steel Co., 894 F.2d 1318, 1323 (Fed. Cir. 1990) (emphasis omitted)). A discovery request seeks relevant material “unless it is clear that the information sought can have no possible bearing on the subject matter of the action.” Scheffler v. Molin, No. 11-cv-3279 (JNE/JJK), 2012 WL 3292894, at *6 (D. Minn. Aug. 10, 2012) (citing Mead Corp. v. Riverwood Natural Res. Corp., 145 F.R.D. 512, 522 (D. Minn. 1992)). “ ‘The party resisting production bears the burden of establishing lack of relevancy or undue burden.’ ” Scheffler, 2012 WL 3292894, at *6 (quoting St. Paul Reinsurance Co. v. Commercial Fin. Corp., 198 F.R.D. 508, 511 (N.D. Iowa 2000)).

B. Analysis

*4 The Court's threshold inquiry with regard to discovery issues is whether the moving party seeks discoverable material. Prokosch v. Catalina Lighting, Inc., 193 F.R.D. 633, 635 (D. Minn. 2000) (citing Shelton v. American Motors, 805 F.2d 1323, 1326 (8th Cir. 1986)). Therefore, the Court first addresses the parameters of relevant discovery in the present case. The Court begins its analysis with Rule 26.

Pursuant to Rule 26, Plaintiffs are entitled to information and documents relevant to any claim(s) or defense(s) at issue in the present case. For the reasons that follow, Rule 26 necessarily limits the scope of discovery at this stage in the proceedings to the limited universe of information relevant to Plaintiffs’ threshold claim that they are entitled in the first instance to conduct the requested audit (spanning January 1, 2008, to the present).

Plaintiffs’ Complaint generally states that the present case is an action “to collect unpaid fringe benefit contribution payments.” (Compl. [Docket No. 1], ¶ 8). To pursue the allegedly outstanding contributions, Plaintiffs’ Complaint alleges that Plaintiffs are entitled to production of a number of employment and/or payroll records from Defendants.[2] (Compl. [Docket No. 1], at Count I: Breach of Contract/Right to Audit). Plaintiffs are now explicitly seeking dispositive relief in the form of compelled discovery by way of production of documents Plaintiffs believe are necessary to conduct the demanded audit and to, as a result, uncover the existence of unpaid contributions.

The right to an audit, however, necessarily precedes the right to compel discovery by production of the documents necessary to perform the requested audit. Accordingly, directly at issue in Plaintiff's alter ego and joint venture claims, and implicit in Plaintiffs’ breach of contract claim, regarding document production is the threshold claim that Plaintiffs are even entitled in the first instance to conduct the requested audits for which Plaintiffs now seek expansive document production. Defendants squarely dispute the alleged right to the audits requested of Defendant Clearwater, Defendant C&G, and Defendant Alpha Oil. Accordingly, at this stage, Plaintiffs necessarily bear the initial burden of demonstrating that they are even entitled to perform the requested audits. Whether Plaintiffs have the right to conduct the requested audits is a threshold controlling issue; Plaintiffs must obtain a favorable judgment from the Court on this initial issue before the Court even considers whether Plaintiffs are entitled to the universe of documents Plaintiffs allege are necessary to the actual performance of the audits. In the present motion, Plaintiffs place the cart before the horse, demanding as part of discovery the production of documents arguably needed to perform the requested audit before the Court has had the opportunity to determine whether Plaintiffs are even entitled to perform the requested audit in the first instance.

*5 Having determined that Rule 26 necessarily limits discovery at this stage to the limited universe of information and documents relevant to Plaintiffs’ threshold claim that they are entitled to perform the requested audits, the Court will address the nature and scope of this limited universe of information. In Cent. States, Se. & Sw. Areas Pension Fund v. Cent. Transp., Inc., 472 U.S. 559 (1985) (“Central States”), the United States Supreme Court held that collective bargaining agreements and governing trust documents, construed in light of ERISA policies, articulate the scope and nature of a trustee's right to conduct an audit. In Central States, the Supreme Court considered “whether an employer who participates in a multiemployer benefit plan that is governed by [ERISA] must allow the plan to conduct an audit involving the records of employees who the employer denies are participants in the plan.” Id. at 561. The Supreme Court considered the “documents governing Central Transport's contractual relationship with Central States” – including the CBA and governing trust agreements – because those documents defined the employer's obligation to participate in and/or submit to an audit. Id. at 565. The Supreme Court held that the determination of whether a requested audit falls within the authority of the trustees is governed by the agreement of the parties “as outlined in the trust documents.” Id. at 581.

DeMarco v. C & L Masonry, Inc., 891 F.2d 1236, 1240 (6th Cir. 1989) (internal citations omitted) (examining Central States).

Accordingly, in the present case, the universe of permissible discovery at this stage is necessarily limited to information and documents relevant to determining whether Plaintiffs are entitled to perform the requested audits – namely, the CBAs, governing trust documents, and documents and/or information that may have a bearing on their interpretation – and the issues of alter ego and joint venture through which Plaintiffs seek to assert their alleged right to audit against Defendant Clearwater, Defendant C&G, and Defendant Alpha Oil, which were not signatories to those documents.

With respect to Defendant Charps and Defendant Charpentier, Plaintiffs allege a breach of the pertinent contracts by refusing to provide the payroll and employment records of the other three Defendants. (Complaint, [Docket No. 1], ¶¶ 34-35). “In Minnesota, the elements of a breach of contract claim are: ‘(1) formation of a contract, (2) performance by plaintiff of any conditions precedent to the right to demand performance by the defendant, and (3) breach of the contract by defendant.’ ” Toomey v. Dahl, No. 14-CV-3249 JNE/TNL, 2014 WL 5496617, at *12 (D. Minn. Oct. 30, 2014) (quoting Park Nicollet Clinic v. Hamann, 808 N.W.2d 828, 833 (Minn. 2011)). Accordingly, with respect to Defendant Charps and Defendant Charpentier, at this juncture Plaintiffs are entitled to discovery of information and documents relevant to those issues. In addition, because Plaintiffs have alleged that all of the Defendants are alter egos of each other or, in the alternative, form a joint venture, Plaintiffs’ are also entitled to discovery from Defendant Charps and Defendant Charpentier of information and documents relevant to the factors courts consider when deciding whether alter egos or joint venture status exist.

Under Minnesota law, determining whether two corporations may be treated as alter egos of one another “requires (1) analyzing the reality of how the corporation functioned and the defendant's relationship to that operation, and (2) finding injustice or fundamental unfairness.” Minnesota Power v. Armco, Inc., 937 F.2d 1363, 1367 (8th Cir. 1991).

*6 Id. (quoting Victoria Elevator Co. of Minneapolis v. Meriden Grain Co., 283 N.W.2d 509, 512 (Minn. 1979)).

In Minnesota, “[a] joint venture requires proof of contribution, joint control, sharing of profits, and a joint venture contract.” Ringier Am., Inc. v. Land O'Lakes, Inc., 106 F.3d 825, 828 (8th Cir. 1997) (citing Rehnberg v. Minnesota Homes, Inc., 236 Minn. 230, 52 N.W.2d 454, 457 (1952) (emphasis in Ringer)).

With respect to Defendant Clearwater, Defendant C&G, and Defendant Alpha Oil, consistent with the permissible scope of discovery as articulated above, Plaintiffs are entitled at this juncture only to discovery relevant to the factors considered by courts when deciding issues of joint venture and alter ego.

The parties also dispute whether the scope of relevant discovery should be temporally limited by the pertinent statute of limitations for recovery of plan contribution deficiencies, which Defendants assert is two years, pursuant to Minn. Stat. § 541.07(5), and Plaintiffs assert is six years, pursuant to Minn. Stat. § 541.05, Subd. 1. An assertion of the statute of limitations is an affirmative defense and, as such, a dispositive issue for which arguments are better directed to the presiding District Court Judge. See Sanders v. Dep't of Army, 981 F.2d 990, 991 (8th Cir. 1992) (noting that statutes of limitations provide an affirmative defense). At the discovery stage, it is sufficient to note that the mere fact that information pertains to a time period beyond a possibly applicable limitations period does not render it undiscoverable, so long as the request for such information is reasonable. See Glenn v. Williams, 209 F.R.D. 279, 282 (D.D.C. 2002) (“Although acts occurring before the relevant statute of limitations period may still be admissible to prove a plaintiff's timely claim, the request must be reasonably limited.”); Stanzler v. Loew's Theatre & Realty Corp., 19 F.R.D. 286, 288 (D.R.I. 1955) (“To the extent that it is not unreasonable and oppressive, it is permissible and proper to compel answers concerning defendants’ activities for some period beyond the statutory period of limitations but such period cannot be extended indefinitely.”). In the present case, as the statute of limitations is in dispute, it is reasonable for the temporal scope of otherwise relevant discovery to be the longer of the disputed statutory periods, in this case six-years.

The parties similarly dispute the relevant geographic scope of discoverable information. As noted above, any entitlement that the Plaintiffs may have to ultimately audit any of the individual Defendants (assuming a particular Defendant is found to be subject to any of the arguably applicable agreements at issue) will necessarily depend on the construction of the governing agreements. Cent. States, 472 U.S. at 565. Plaintiffs allege that the geographical scope of their right to audit the Defendants is governed by the terms of the Builders CBAs, the Welfare Trust Agreement, and the Central Pension Trust Agreement. (Complaint, [Docket No. 1], ¶ 25). Although the interpretation of the terms of those agreements is again a potentially dispositive issue, and any arguments pertaining thereto are better addressed to the presiding District Court Judge, the Court notes that the only one of those agreements presently in the record before the Court on the present motion is the series of Builders CBAs, which Plaintiffs acknowledge govern only contributions for work performed in Minnesota. Accordingly, for the purposes of resolving the present discovery motion only, the Court concludes that Plaintiff has only demonstrated the potential geographical threshold relevance of documents relating to work performed by the Defendants in Minnesota.

C. Plaintiffs’ Discovery Requests

*7 Plaintiffs’ discovery efforts in the present case are, simply put, overreaching. Rather than focus discovery on the necessary universe of information relevant to proving Plaintiffs’ right to perform the requested audits of all Defendants regardless of signatory status to the governing agreements, Plaintiffs seemingly appear to be trying to circumvent this necessary, threshold determination by attempting to obtain all of the information necessary to perform an audit via discovery efforts. An audit is, simplistically, a records review, and Plaintiffs attempt to perform such records reviews via discovery efforts before the Court has had the opportunity to make a determination regarding the dispositive issue of whether Plaintiffs are even entitled to perform said audits/records reviews in the first instance. By the present motion to compel, Plaintiffs inappropriately seek dispositive relief cloaked in discovery requests. The Court has not yet determined whether Plaintiffs are even entitled to perform the requested audits of all Defendants, and, therefore, the Court will not permit Plaintiffs to push through discovery with a wide net in an attempt to collect as much information and as many documents as possible without purpose or focus. As stated, at this juncture, Plaintiffs are only entitled to the limited universe of information relevant to proving Plaintiffs’ claims that they are entitled to perform the requested audits in the first instance.

1. Plaintiffs’ Discovery Requests

In light of the foregoing analysis in Section II.B, the Court will now address the parties’ arguments with regard to the discovery requests at issue in turn.

2. Plaintiffs’ Interrogatories

Interrogatory 1: Identify all of each of Defendants’ Employees from January 1, 2008 through the present, and for each, (a) identify their dates of employment, (b) their job title and primary responsibilities, (c) any person to whom they report(ed) and any person that report(ed) to him/her including such period of the reporting relationship.

Defendants’ Common Response: Defendant objects to Interrogatory No. 1 as overly broad and unduly burdensome and because it seeks information that is not reasonably calculated to lead to the discovery of admissible evidence.

Defendant Charpentier's Individual Response: Subject to and without waiving the foregoing objections, Defendant answers as follows. The Interrogatory appears to be directed and relevant only to the corporate defendants. See Interrogatory Answers of the individual corporate defendants.

Defendant Charps Individual Response: Subject to and without waiving the foregoing objections, Defendant answers as follows: As to Defendant, it will produce documents in response to Plaintiffs document requests which identify the employees of Defendant and providing their dates of employment.

Defendant Alpha Oil's Response: Subject to and without waiving the foregoing objections, Defendant answers as follows. Defendant is not a signatory to the agreement upon which Plaintiffs’ claims are based and will not produce the requested information.

While the information Plaintiffs seek in Interrogatory 1 may ultimately be relevant to Plaintiffs’ claims for recovery of unpaid contributions, to the extent the information pertains to employees found to be covered by the CBAs, as the Court has already set forth, the operative inquiry at this juncture of the case is whether the Plaintiffs are even entitled to conduct an audit in the first instance. However, Plaintiffs have not made the requisite threshold showing of relevance that the information Plaintiffs seek relates to the factors courts consider when deciding claims of breach of contract as to the right to audit any of the Defendants on the basis of alter-ego or joint venture theories. Nevertheless, Defendant Charps has represented that it will produce responsive documents and the Court will hold Defendant Charps to its representation. However, because Plaintiffs make no threshold showing of relevance as to the other Defendants, the Court will not order a supplemental response beyond Defendant Charps’ own concessions. Accordingly, the Court grants in part and denies in part, the motion with respect to Interrogatory 1.

Plaintiffs have made a threshold showing that the information they seek in interrogatory 2 regarding individuals knowledgeable about the operations of Defendants is relevant to their theories of alter ego and joint venture. Plaintiffs argue that Defendants’ claims of overbreadth, undue burden, and the likelihood of discovering admissible evidence are mere boiler plate objections and, as such, cannot succeed. The Court agrees. See Mead Corp. v. Riverwood Natural Res. Corp., 145 F.R.D. 512, 515 (D. Minn. 1992) (“Courts have consistently held that an objection to a discovery request cannot be merely conclusory, and that intoning the ‘overly broad and burdensome’ litany, without more, does not express a valid objection.”). As Plaintiff correctly argues, Defendants’ provided answers are only partially responsive because they fail to identify the substance of each person's identified knowledge regarding this action. The Court grants Plaintiff's motion for a supplemental response with respect to Interrogatory 2.

The information Plaintiffs seek in Interrogatory 6 is relevant to the Defendants’ relationship to each other and, as such, to Plaintiffs’ theories of alter ego and joint venture. Defendants’ objections of overbreadth, undue burden, and the likelihood of discovering admissible evidence are mere boiler plate objections and the Court will overrule those objections as such. See Mead Corp., 145 F.R.D. at 515. In addition, as Plaintiff argues, Defendant's provided answers are only partially responsive in that they fail to identify the time periods for each office location, do not provide all requested telephone and facsimile numbers, and do not provide the geographic location where all work during the requested period was performed. The Court grants Plaintiff's motion for a supplemental response with respect to Interrogatory 6.

Plaintiffs argue that Defendants objections of overbreadth, undue burden, and the likelihood of discovering admissible evidence are mere boiler plate objections and, as such, cannot succeed. Plaintiffs do not however address the sufficiency of the substantive responses which are provided notwithstanding the prefatory objections. Although Defendants responses do include mere boiler plate, Plaintiffs overlook the fact that Defendants’ responses and supplemental responses also appear to fully provide the information sought in Interrogatory 7. The Court denies the motion with respect to Interrogatory 7.

The information Plaintiffs seek in Interrogatory 8 is relevant to Plaintiffs’ theories of alter ego and joint venture as Plaintiffs seek information related to the functioning of each of the Defendants. The Court will overrule Defendants’ objections of overbreadth, undue burden, and the likelihood of discovering admissible evidence as mere boiler plate objections unsupported by argument. See Mead Corp., 145 F.R.D. at 515. In their motion papers, Plaintiffs asked the Court to order Defendants to provide a privilege log regarding the information that Defendants assert is protected by privilege. Prior to the motions hearing, Defendants did provide Plaintiffs with a privilege log. However, at the motion hearing, Plaintiffs argued that the provided privilege log was inadequate and asked the Court to order the Defendants to provide a supplemental, more detailed privilege log.

Defendants’ submitted privilege log contains twenty one listed items, and describes those items by date created, the names–by first initial and last name–of the author or sender and the recipient, generic descriptions of each item identifying the type of document and the general topic each item addresses, whether the document has an attachment, and whether Defendants are asserting attorney-client privilege, the attorney work-product doctrine, or both. At the motions hearing, Plaintiffs argued that the privilege log did not contain enough specific information regarding the documents listed in order to evaluate the propriety of the privilege asserted for each claim.

Attorney-Client Privilege

“In [a] diversity case, [federal courts] apply ... state law to resolve attorney-client privilege claims.” Baker v. General Motors Corp., 209 F.3d 1051, 1053 (8th Cir. 2000). Under Minnesota law, the elements of the attorney-client privilege are: “(1) where legal advice of any kind is sought (2) from a professional legal advisor in his capacity as such, (3) the communications relating to that purpose, (4) made in confidence (5) by the client, (6) are at his instance permanently protected (7) from disclosure by himself or the legal advisor, (8) except the privilege may be waived.” Kobluk v. University of Minn., 574 N.W.2d 436, 440 (Minn. 1998); see also Minn. Stat. § 595.02(1)(b).

*11 On the present record, Defendants have not shown in the privilege log provided that the materials in question are subject to the attorney-client privilege. In Minnesota the attorney-client privilege only covers communications between the client and the attorney (or, arguably, their agents) for the purposes of seeking and providing legal advice. Nothing in Defendants’ submitted privilege log specifically suggests or identifies that any of the materials described in entries 1-21 contain communications either seeking or dispensing legal advice. It appears from reviewing the privilege log that each document was created by or sent from or to, someone who may possibly be one of Defendants’ attorneys. The fact that the documents may have been sent to or received by Defendants’ counsel might mean that they are protected from discovery by the attorney-client privilege, see infra, but it does not mean that they are per se protected by the attorney-client privilege. Cf. Simon v. G.D. Searle & Co., 816 F.2d 397, 403 (8th Cir. 1987) (in a diversity case applying Minnesota law, observing that “a number of courts have determined that the attorney-client privilege does not protect client communications that relate only business or technical data” (citing First Wis. Mortgage Trust v. First Wis. Corp., 86 F.R.D. 160, 174 (E.D. Wis. 1980); SCM Corp. v. Xerox Corp., 70 F.R.D. 508, 515 (D. Conn. 1976) (“legal departments are not citadels in which public, business or technical information may be placed to defeat discovery and thereby ensure confidentiality”)). In the present case, the plain language of Defendants’ privilege log does not show clearly that any of the documents described in entries 1-21 are described in such a way that this Court can conclude that their primary purpose was to gain or provide legal advice. Consequently, on the present record, the Court cannot determine whether any of these documents is shielded from discovery by attorney-client privilege.

Attorney Work Product

Although this Court applies Minnesota state law to resolve assertions of attorney-client privilege, “[federal courts] apply federal law to resolve [attorney-]work product claims.” Baker v. Gen. Motors Corp., 209 F.3d 1051, 1053 (8th Cir. 2000). The attorney work product doctrine was first articulated in Hickman v. Taylor, 329 U.S. 495 (1947), and later expressed in the Federal Rules of Civil Procedure, which provide:

Fed. R. Civ. P. 26(b)(3)(A). In addition, the Federal Rules provide that a party claiming that the attorney-work product doctrine shields material from discovery “must (i) expressly make the claim; and (ii) describe the nature of the documents, communications, or tangible things not produced or disclosed—and do so in a manner that, without revealing information itself privileged or protected, will enable other parties to assess the claim.” Fed. R. Civ. P. 26(b)(5)(A) (emphasis added).

“ ‘The work-product immunity is not lost ... if the document was not prepared in anticipation of the present litigation so long as it was prepared in anticipation of some litigation by a party to the present litigation.’ ” Johnson v. Bd. of Evangelical Lutheran Church in Am., No. 11-cv-23, 2012 U.S. Dist. LEXIS 174230, at *14 (D. Minn. Sept. 5, 2012) (Brisbois, M.J.) (citing Western Trails, Inc. v. Camp Coast to Coast, Inc., 139 F.R.D. 4, 9 (D.D.C. 1991) (citing, in turn, Eckert v. Fitzgerald, 119 F.R.D. 297, 299 (D. D.C. 1988) (“The literal language of [Rule 26(b)(3)] protects material prepared by or for any litigation or trial so long as it was prepared by or for a party to the subsequent litigation.”))).

“[T]he scope of the work-product protection is broader than that of the attorney-client privilege since items protected by the work-product doctrine are not confined to confidential communications between an attorney and a client, but extends protection to all ‘documents and tangible things’ that have been prepared in anticipation of litigation, or for Trial.” Onwuka v. Federal Express Corp., 178 F.R.D. 508, 512 (D. Minn. 1997) (Erickson, M.J.) (citing In re Murphy, 560 F.2d 326, 337 (8th Cir. 1977)). Whether documents were prepared in anticipation of litigation, and therefore are subject to work product protection, is a factual determination. Bieter Co. v. Blomquist, 156 F.R.D. 173, 180 (D. Minn. 1994) (Alsop, J.).

Simon v. G.D. Searle & Co., 816 F.2d 397 (8th Cir. 1987) (quoting 8 Wright & Miller, Federal Practice and Procedure 2024, at 198-99 (2970)). The party that invokes the work product doctrine to shield its materials from discovery has the burden of demonstrating that the work product doctrine applies. See In re Grand Jury Subpoena Duces Tecum, 112 F.3d 910, 925 (8th Cir. 1997).

The Eighth Circuit recognizes two distinct types of work product: ordinary or “fact work product,” and “opinion work product”:

In re Grand Jury Proceedings #5, 401 F.3d 247, 250 (8th Cir. 2004). In addition, “according to the great weight of authority, while Rule 26(b)(3) affords protection for documents and tangible things, the underlying facts are not protected by the work-product doctrine.” Onwuka, 178 F.R.D. at 512-13 (collecting cases).

In the present case, Defendants have failed to provide a sufficiently detailed privilege log in the manner required by the Federal Rules of Civil Procedure here in order for the Court to determine whether any of the documents listed do indeed fall within the protection of the attorney-work product doctrine. The Court grants the motion with respect to Interrogatory 8 as discussed above. In addition, Defendants are required to resubmit an amended sufficiently detailed privilege log consistent with the foregoing discussion.

Information relating to the incorporation and ownership is directly relevant to Plaintiffs’ theories of alter ego and joint venture as to the entity Defendants, but not relevant to Defendant Charpentier. The Court will overrule Defendants’ overbreadth, undue burden, and the likelihood of discovering admissible evidence as unsupported boilerplate objections. See Mead Corp., 145 F.R.D. at 515. In addition, the entity Defendants have indicated that they will provide responsive documents and the Court will hold those Defendants to those representations. Accordingly, the Court grants in part and denies in part the motion with respect to Interrogatory 9.

The information Plaintiffs seek in Interrogatories 10, 11, 13, 14 and 15 is relevant, with respect to the entity Defendants, as to the issue of shared resources and customers and, as such, is relevant to Plaintiffs theories of alter ego and joint venture. Plaintiffs argue that Defendants claims of overbreadth, undue burden, and the likelihood of discovering admissible evidence are mere boiler plate objections and, as such, cannot succeed. Even though Plaintiffs are correct that Defendants’ objections are mere boilerplate, Plaintiffs overlook that, except for Defendant Clearwater's response to Interrogatory 15, the entity Defendants represents that they are in the process of obtaining responsive information and will provide said information. The Court will hold the entity Defendants to those representations. The Court will also overrule Defendant Clearwater's objections as to Interrogatory 15. The Court grants the motion as to the entity Defendants and denies the motion as to Defendant Charpentier with respect to Interrogatories 10, 11, 13, 14, and 15.

Plaintiffs argue that Defendants’ objections of overbreadth, undue burden, and the likelihood of discovering admissible evidence are mere boiler plate objections and, as such, cannot succeed. However, even though Plaintiffs are correct and Defendants objections are mere boiler plate, Plaintiffs have failed to establish the necessary showing of relevance of the information they seek in Interrogatory 12 to the threshold issues of breach of contract through alter ego and joint venture. Nevertheless, Defendant Charps has represented that it will produce responsive documents and the Court will hold Defendant Charps to its representation. The Court grants the motion as to Defendant Charps and denies the motion as to the remaining Defendants with respect to Interrogatory 12.

*17 In Interrogatory 16, Plaintiffs seek the identification of facts and information on which Defendants rely in asserting the defenses alleged in their Answer. The affirmative defenses Defendants assert in their Answer are issues that Defendants themselves have indicated that they will rely on in the present case. As such, Plaintiffs have established the threshold showing of relevance. In addition, Defendants only generically object that Plaintiff's interrogatory is overly broad and unduly burdensome. Such boiler plate objections are insufficient to oppose discovery of relevant information. See Mead Corp., 145 F.R.D. at 515. Further, as Plaintiffs correctly argue, Defendants’ responses to Interrogatory 16 are not responsive. The Court grants the motion as to all Defendants with respect to Interrogatory 16.

3. Document Requests

Document Request 1: A data export of general ledger transactions from your accounting software from January 1, 2008, to the present, or if the same is not maintained in electronic form, the functional documentary equivalent.

Defendant Charpentier's Response: This request is directed at the corporate Defendants and therefore Defendant objects to the request as overly broad, unduly burdensome and not reasonably likely to lead to admissible evidence.

Defendants Charps, Clearwater, C&G, and Alpha Oil's Common Response: Defendant objects to the request as overly broad and not reasonably likely to lead to admissible evidence. The Plaintiffs’ request for each and every financial transaction of each of the Defendants as entered on a general ledger is an abuse of the discovery process and is not properly tailored to seek relevant information regarding any of the Defendants.

Document Request 6: Copies of your bank statements from January 1, 2008 to the present.

Defendant Charpentier's Response: This request is directed at the corporate Defendants and therefore Defendant objects to the request as overly broad, unduly burdensome and not reasonably likely to lead to admissible evidence.

Defendants Charps, Clearwater, C&G, and Alpha Oil's Common Response: Defendant objects to the request as overly broad, unduly burdensome and not reasonably likely to lead to admissible evidence.

Document Request 7: Copies of your monthly financial statements from January 1, 2008 to the present.

Defendant Charpentier's Response: This request is directed at the corporate Defendants and therefore Defendant objects to the request as overly broad, unduly burdensome and not reasonably likely to lead to admissible evidence.

Defendants Charps, Clearwater, C&G, and Alpha Oil's Common Response: Defendant objects to the request as overly broad, unduly burdensome and not reasonably likely to lead to admissible evidence.

Document Request 8: Copies of your annual financial statements, prepared by your outside CPA, or if not so created, by any other individuals, from January 1, 2008, to the present.

Defendant Charpentier's Response: This request is directed at the corporate Defendants and therefore Defendant objects to the request as overly broad, unduly burdensome and not reasonably likely to lead to admissible evidence.

Defendants Charps, Clearwater, C&G, and Alpha Oil's Common Response: Defendant objects to the request as overly broad, unduly burdensome and not reasonably likely to lead to admissible evidence.

Document Request 9: Copies of your state and federal corporate income tax returns from 2008 to the present.

Defendant Charpentier's Response: This request is directed at the corporate Defendants and therefore Defendant objects to the request as overly broad, unduly burdensome and not reasonably likely to lead to admissible evidence.

Defendants Charps, Clearwater, C&G, and Alpha Oil's Common Response: Defendant objects to the request as overly broad, unduly burdensome and not reasonably likely to lead to admissible evidence.

*18 Plaintiffs have made a threshold showing in support of their document requests 1, 8, and 9 that the general ledgers, monthly financial statements, and tax returns of the Defendants are relevant to the Plaintiffs’ theories of joint venture and alter ego, to the extent the requested documents would show the presence or absence of capitalization for corporate undertakings, see Minnesota Power, 937 F.2d at 1367, and evidence of contribution and sharing of profits, see Ringier, 106 F. 3d at 828. Plaintiffs have made a similar threshold showing of relevance with respect to the information they seek in document requests 6 and 7. In addition, Defendants claims of overbreadth, undue burden, and the unlikelihood of discovering admissible evidence are mere boiler plate objections unsupported by any specific argument. Such unsupported objections are insufficient to oppose the discovery of relevant information. See Mead Corp., 145 F.R.D. at 515. Accordingly, the Court grants the motion with respect to document requests 1, 6, 7, 8, and 9.

While some of the information Plaintiffs seek in Document Requests 2, 3, 10, 20, 21, and 38 may be relevant to Plaintiffs’ prayer for relief by way of recovery of unpaid plan contributions to the extent that Plaintiffs seek information regarding individuals whose work is covered by the CBAs, that issue depends on Plaintiffs first establishing their right to audit the Defendants to assess the existence of any unpaid contributions. The information Plaintiffs seek in document requests 2, 3, 10, 20, 21, and 38 is generally not as clearly relevant to the factors to be considered when assessing Plaintiffs’ claims of breach of contract, alter ego, or joint venture. Nevertheless, Defendant Charps has represented that it will provide responsive documents for document requests 3, 10, 20, 21, and 38, and the Court will hold Defendant Charps to that representation. Accordingly, the Court denies the motion with respect to document request 2. With respect to document requests 3, 10, 20, 21, and 38 the Court grants the motion as to Defendant Charps and denies the motion as to the other Defendants.

The information Plaintiffs seek in document requests 4 and 5 is relevant to the factor of sufficient capitalization for corporate undertakings and, as such, to the threshold liability issue of breach of contract through alter ego and joint venture. See Minnesota Power, 937 F.2d at 1367. Similarly, the documents Plaintiffs seek in document request 11 are relevant to the issues of contribution and joint control involved in Plaintiffs’ theory of joint venture, see Ringier, 106 F. 3d at 828, and how the companies may have functioned in relationship to each other on the theory of alter ego, see Minnesota Power, 937 F.2d at 1367. Accordingly, Plaintiffs have made the threshold showing of relevance with regard to the documents they seek through those requests. Defendants’ objections of overbreadth, undue burden, and the unlikelihood of discovering admissible evidence are unsupported by specific argument and, as such, are insufficient to oppose production of relevant discoverable information. See Mead Corp., 145 F.R.D. at 515. Accordingly, the Court grants the motion with respect to document requests 4, 5, and 11.

In document request 12, Plaintiffs seek to identify the source documents that provided the information that Defendants relied on to support the formulation of the denials and defenses set forth in their Answer to Plaintiffs’ Complaint. As such, the documents Plaintiffs seek in document request 12 are analogous to permissible contention interrogatories which seek the identification of material facts upon which a party relies in support of their claim or defense. The documents Plaintiffs seek in document request 14 include a request to identify source documents the Defendants relied on in answering both relevant and irrelevant discovery interrogatories.

Defendants’ boiler plate objections that the document requests are vague and ambiguous are not supported by specific argument and, therefore, are insufficient to oppose the requested production. See Mead Corp., 145 F.R.D. at 515.

For the foregoing reasons, the Court grants the motion with respect to document request 12. With respect to that document request, Defendants are required to produce responsive documents requested that are not protected by privilege.[3] The Court also grants in part and denies in part the motion with respect to document request 14. In response to that document request, Defendants are required to produce the documents not covered by privilege that they relied upon in responding to relevant interrogatories and documents requests as identified by the Court in this Order, and for those areas in which Defendants have also otherwise agreed to produce information and documents.

The documents Plaintiffs seek in document requests 16 and 34 are relevant to the issue of alter ego only to the extent those documents pertain to the factors a court considers in determining that issue. See Minnesota Power, 937 F.2d at 1367 (listing insufficient capitalization, failure to observe corporate formalities, nonpayment of dividends, siphoning of funds by dominant shareholder, nonfunctioning of other officers and directors, absence of corporate records, and existence of corporation as merely facade for individual dealings as factors courts consider in determining alter-ego status). Those documents are similarly relevant to the issue of joint venture only to the extent such documents pertain to the elements a party must show to establish a joint venture. See Ringier, 106 F.3d at 828 (“A joint venture requires proof of contribution, joint control, sharing of profits, and a joint venture contract.”).

To the extent that Plaintiffs seek by document request 34 all communications ever and of any type between the Defendants, this request as drafted seeks documents containing information not pertinent to those factors as well, and therefore Plaintiffs’ document request 34 is overbroad.

However, with respect to document request 16, the entity Defendants have represented that they have and will produce corporate records. The Court will hold the entity Defendants to those representations.

The Court denies the motion with respect to document request 16 as to individual Defendant Charpentier. The Court grants the motion with respect to document request 16 as to the entity Defendants. The entity Defendant shall produce to Plaintiffs any corporate records that they have already agreed to produce and any remaining corporate records pertaining to the issues of alter ego and joint venture as discussed above.

The Court grants in part and denies in part the motion with respect to document request 34 as to all Defendants. Defendants shall be required to produce responsive communication documents containing information relevant to the theories of alter ego and joint venture.

Like the documents sought in document request 16, the documents Plaintiffs seek in document requests 17, 19, 22, 23, 32, 33, and 37 have relevance to the issues of alter ego and joint venture to the extent that they would show how the Defendants worked with, utilized tools and materials in relationship to, or worked on behalf of each other. To the extent that the documents sought in document request 17, 19, 22, 23, 32, 33 and 37 pertain to discreet meetings, projects, or agreements regarding the operations and resources of only a single Defendant, the document requests are overbroad. The Court grants in part and denies in part the motion with respect to document requests 17, 19, 22, 23, 32, 33 and 37. Defendants shall produce responsive documents to the extent the documents concern more than one Defendant consistent with this Order.

As to this document request, on its face as drafted, the Court agrees that the request is vague and ambiguous, as well as, overly broad. The Court denies the motion as to document request 18.

The documents Plaintiffs seek in document requests 24, 25, 26, 27, 28, 29, 31, 35, and 39 are directly relevant to the theories of breach of contract through alter ego and joint venture in that they relate to the entity and individual Defendants’ relationship to each other. The Court overrules Defendant Charpentier's objection to document requests 24, 25, 26, 27, 28, 29, 31, 35 and 39 indicating his belief that those document requests target only the entity Defendants. In addition, the Court overrules the Defendants’ unsupported boiler plate objections of overbreadth, undue burden, and the unlikelihood of discovering admissible evidence. See Mead Corp., 145 F.R.D. at 515. The motion is granted with respect to document requests 24, 25, 26, 27, 28, 29, 31, 35 and 39 as to all Defendants.

To the extent that any of the requested documents sought in document request 36 reflect coverage for multiple Defendants under a policy of insurance or the insurance premiums were paid by one Defendant on behalf of another Defendant then the documents sought are relevant to Plaintiffs’ theories of alter ego and joint venture. Moreover, the entity Defendants have represented that they will provide responsive documents. The Court will hold the Defendants to their representations. The Court grants the motion with respect to document production pursuant to request 36 consistent with this Order.

In accordance with the foregoing, the Court GRANTS in part and DENIES in part Plaintiffs’ Motion to Compel Discovery Responses, [Docket No. 22].

III. CONCLUSION

For the foregoing reasons, and based on all of the files, records, and proceedings herein, IT IS HEREBY ORDERED:

That Plaintiffs’ Motion to Compel Discovery Responses, [Docket No. 22], is GRANTED in part and DENIED in part, as set forth herein.