*1 On July 13, 2021, the parties in this action filed a Joint Stipulation (alternatively “JS” (ECF No. 177)) in support of their positions regarding plaintiff's Motion to Compel (“Motion” or “Mot.” (ECF No. 176)) defendants Olympusat Holdings, Ocean Communications, and Ocean New Media (collectively the “Affiliate Defendants”) to: (1) provide supplemental responses to plaintiff's Requests for Production (“RFP”), set two, numbers 110-119, 121, 123-124, 126-127, 129-142, 145-146, 148-49, 151-152, and 155-180 as modified by plaintiff during the meet and confer process; (2) produce all non-privileged documents responsive to these modified RFPs; and (c) serve a privilege log to the extent defendants are withholding any documents to the modified RFPs on privilege grounds. (JS at 3). Plaintiff also submitted the declaration of her counsel Barbara Enloe Hadsell (“Hadsell Decl.” (ECF No. 177-1)) with over 1,600 pages of exhibits; the Affiliate Defendants submitted the declaration of their counsel Ronald A. Valenzuela (“Valenzuela Decl.” (ECF No. 177-2)) along with exhibits, and Laura Reathaford (“Reathaford Decl.” (ECF No. 177-3)) with exhibits. The Affiliate Defendants also submitted evidentiary Objections to the Hadsell Declaration. (ECF No. 177-5). For the reasons stated by the Affiliate Defendants, their Objections are sustained. Exhibits 65, 66, and 67, and paragraph 26 of the Hadsell Declaration are stricken. On July 21, 2021, plaintiff filed her Supplemental Memorandum and the Court took the Motion under submission. (ECF No. 194; see also ECF No. 186).

Background

On May 28, 2020, plaintiff served her second set of RFPs on the Affiliate Defendants. (JS at 53). Plaintiff asserts that the RFPs were “intended to obtain evidence to prove the allegations in the First Amended Complaint that Defendants Olympusat Holdings, Ocean Communications and Ocean New Media should be held liable for the acts of Defendants Olympusat, Inc., Tom Mohler and each other on alter ego, agency, ratification and/or single enterprise grounds.” (Id. at 1 (citations omitted)). On July 6, 2020, the Affiliate Defendants served their responses, objected to every one of the RFPs,“and refused to produce any documents in response thereto.” (Id.). The parties met and conferred and plaintiff “significantly narrowed the Requests and omitted many others,” but “[Affiliate] Defendants still stood by all their objections.” (Id.). Specifically, plaintiff states that she narrowed the number of contested issues and offered a “significant reduction in the scope of these Document Requests as to both the number of documents being sought and years in question.” (Id. at 2-3).

The Affiliate Defendants respond that the Motion is “an utter –– and entirely avoidable –– waste of the Court's time.” (Id. at 3). They state that in the summer of 2020, the parties “reached a compromise that resolved this dispute,” as the Affiliate Defendants agreed to “pay any judgment entered against Defendants Olympusat, Inc. and Tom Mohler, should such payment be necessary.” (Id.). They assert that this provided plaintiff the “assurance that Plaintiff would be able to collect on a judgment if Defendants Olympusat, Inc. and Mr. Mohler –– the only Defendants alleged to be directly liable to Plaintiff –– were somehow unable to pay the judgment.” (Id.). The Affiliate Defendants also state that plaintiff later withdrew from the compromise, forcing the Affiliate Defendants to accept a new stipulation with onerous terms, “including a provision that presented the risk that Defendants might breach the stipulation each time they made a business decision that might in any way affect their financial position,” or face the instant Motion, “which purports to be supported by an astounding (and wholly unnecessary) 1,600 pages of exhibits.” (Id.).

*2 The parties engage in much finger pointing about the process involved in attempting to negotiate the proposed stipulation; suffice it to say that it was never entered into. The Court determines that the history of the negotiations relating to the ultimately unsuccessful stipulation between plaintiff and the Affiliate Defendants is not relevant to, and has no persuasive value with respect to, the issues in this Motion.

On April 30, 2021, the Affiliate Defendants sent a letter to plaintiff, “offering to narrow the requests significantly.” (Id. (citing Hadsell Decl. Ex. 47)). The Affiliate Defendants contend that plaintiff falsely stated that in their April 30, 2021, meet and confer letter the Affiliate Defendants “stood by all of their prior objections.” (Id. at 58 (citing Hadsell Decl. ¶ 23 Ex. 47)). They state that this is “simply not true” and assert that the letter reflects that the Affiliate Defendants “sought to narrow certain requests in order to reach a compromise,” but plaintiff's counsel in a May 6, 2021, response, “largely did not address any of the proposed compromises.” (Id. (citing Reathaford Decl. ¶ 4)). They contend that plaintiff instead rejected all of the proposals in the Affiliate Defendants' letter “but did not explain why.” (Id. (citing Hadsell Decl. Ex. 48)).

The Affiliate Defendants further point out that this is the second round of alter ego-related discovery propounded by plaintiff that the Affiliate Defendants responded to and plaintiff never challenged their responses in the first round. (Id. at 4). They state that in response to that prior discovery, they advised plaintiff “that they were not in possession of responsive documents.” (Id.). Defendants request that if the Court does not dismiss the Motion and orders production of any documents, any production “be limited to what is outlined in their April 30, 2021, [meet and confer] letter.” (Id.).

Legal Standard

The parties by now are very familiar with the legal standards governing the Court's examination of the issues raised in discovery motions, and they will not be repeated herein. (See, e.g., ECF Nos. 47, 80, 117, 127, 145, 159 (citing Fed. R. Civ. P. 1, 26 and related cases)).

The Affiliate Defendants' Objections to the Requests

The Affiliate Defendants allege that they are not directly liable to plaintiff as none of them “ever employed Plaintiff during the period relevant to her claims, and Plaintiff does not allege any facts that they did ... nor does she allege any facts on the part of the Affiliates under which they could be directly liable on her claims.” (JS at 96). They contend that plaintiff's alter ego theory “is not itself a claim for substantive relief,” and suggest that plaintiff has only brought them into this lawsuit to ensure that “she will be paid the amount owed to her under the judgment” if Olympusat and Tom Mohler do not have the funds to pay it and “if she prevails (which she will not).” (Id. (citations omitted)). The Affiliate Defendants find it “utterly baffling why Plaintiff has rejected [their] offer to provide the very protection she sought in invoking the alter ego theory in the first place.” (Id. at 97). They also state that there is no evidence that Olympusat would be unable to pay a judgment entered against it or Tom Mohler. (Id.). According to the Affiliate Defendants, plaintiff's “actual motive here is to employ a scorched-earth approach to litigation, run-up Defendants' costs, and harass the Affiliates.” (Id. at 99).

*3 Plaintiff provides a substantive discussion relating to her assessment of the Affiliate Defendants' objections to the subject requests.

The Affiliate Defendants' arguments for denying plaintiff's Motion largely focus on the failed stipulation discussed above. Except as otherwise discussed herein, they do not otherwise specifically respond to plaintiff's arguments as to the relevance, proportionality, and clarity of the requests.

Boilerplate Objections

Plaintiff argues that the Affiliate Defendants' boilerplate objections are inadequate and they should be ordered to supplement their responses omitting such objections. (JS at 59).

The Affiliate Defendants did not respond to plaintiff's arguments relating to the boilerplate objections.

The Affiliate Defendants' boilerplate objections are overruled. To the extent the Court grants plaintiff's Motion herein, the Affiliate Defendants must respond without boilerplate objections.

Relevance

Plaintiff notes that the Affiliate Defendants objected to all of the requests except numbers 110, 111, 116, and 118, as seeking “irrelevant information” which “is not proportional to the needs of the case.” (Id.). She contends that all of the requests are directed at “obtaining evidence to prove the allegations of alter ego, agency, ratification and/or single enterprise concerning Olympusat Holdings, Ocean Communications and Ocean New Media in this lawsuit.” (Id. at 60). She states that this theory is supported by the fact that the address for the Affiliate Defendants' principal place of business is the same as for Olympusat, Inc., they share the same phone number and website, and they employ the same personnel and employees as each other, with defendant Tom Mohler as the President, director, and/or managing agent for all of the Affiliate Defendants. (Id. at 60 (quoting FAC ¶¶ 6-8, 17), 65).

More specifically, plaintiff alleges that Ocean New Media markets itself as a distribution company for Olympusat, Inc.'s owned and licensed movie productions; Ocean Communications markets itself as the leader in national distribution of transactional networks, in partnership with its “parent company” Olympusat, Inc.; plaintiff “received accolades for her job performance” from Ocean Communications; Tom Mohler directed plaintiff that “all final contracts be signed” by Olympusat Holdings, Ocean New Media, or Ocean Communications; and Tom Mohler identified himself as the “CEO, Olympusat Holdings.” (Id. at 61 (citing FAC ¶¶ 24-26)). She notes that defendants admit that the Affiliate Defendants are “affiliate companies” of Olympusat, Inc. (Id. at 64 (citing FAC ¶¶ 5-8)). She contends that federal courts “have repeatedly upheld the parties' rights to conduct discovery to prove allegations of alter ego, including single enterprise” and submits, therefore, that the requests seek information relevant to this lawsuit. (Id. at 65). She further contends that documents produced in discovery reflect that all of the defendants in this action “have totally blurred the lines between each other.” (Id. at 65-66 (citations omitted)).

Other than generally contending that plaintiff's alter ego theory is not itself a claim for substantive relief (id. at 96) but instead is only plaintiff's attempt to ensure she is paid if judgment is entered in her favor, the Affiliate Defendants did not respond to plaintiff's arguments as to the relevance of the information sought by the requests.

*4 The Court determines that plaintiff has demonstrated that the requests are relevant to the claims and defenses in this action, specifically to plaintiff's alter ego theory of liability. The Affiliate Defendants' objections as to relevance are overruled.

Lack of Proportionality and Unreasonably Cumulative or Burdensome

Plaintiff notes that the Affiliate Defendants objected to request numbers 112-115, 117, 119, 121, 123-124, 126-127, 129-142, 145-146, 148-149, 151-152, and 155-180 as not proportional to the needs of the case. (Id. at 67).

Plaintiff argues that the Rule 26 proportionality factors weigh strongly in her favor. First, the “powerful public policies animating” the statutes under which she brought this action (CFRA, FEHA) demonstrate the importance of the issues at stake in this case. (Id. at 68 (citations omitted)). Second, plaintiff contends that the amount in controversy in this case is “substantial,” and includes her salary, commissions, bonuses, equity, and benefits. (Id. at 68-69). She also continues to suffer emotional distress and has incurred substantial attorney's fees and costs, and she is eligible for a “large award of punitive damages given the egregious conduct of Defendants.” (Id. at 69). Third, she notes that there is a severe imbalance in the parties' relative access to information, as the Affiliate Defendants have exclusive access to “substantially all of the relevant documents in this case, none of which have been provided to date, and represent many of the relevant witnesses, thereby restricting Plaintiff counsel's ability to contact them outside of a deposition.” (Id.). Fourth, despite defendants' contention that the Affiliate Defendants have no employees, Olympusat Holdings “is reportedly a large corporation with 185 employees and $36 million in revenue,” while plaintiff “is now a self-employed individual.” (Id. at 70 (citation omitted)). And, fifth, the subject discovery “is critical in resolving the issues of whether [the Affiliate Defendants] should be held liable for the egregious wrongful acts and failures to act by the other two Defendants in this case.” (Id. at 70-71).

Plaintiff also observes that with the exception of request numbers 116, 118, and 119, the Affiliate Defendants objected on the grounds that the requests are “overbroad, burdensome and oppressive,” but never offered any specifics to support these “burden objections” and, therefore, these objections should be rejected. (Id. at 73-74 (citations omitted)). Further, to the extent that the Affiliate Defendants objected to RFP numbers 110, 111, 114, 116, 119-126, 137, 140-145, 148-150, and 152-177 as “duplicative of prior requests” (id. at 76), plaintiff points out that they never identified the previous identical request and, “[a]s best as Plaintiff can tell, there are no such duplicates because [the Affiliate Defendants] objected to all the Requests in the First Set of Document Requests and produced none of the requested documents.” (Id.). She asserts that if the Affiliate Defendants are “telling the truth” that they have no responsive documents in their direct possession, or contend they have already produced responsive documents in response to previous requests, thereby making their production now “duplicative” or “cumulative,” their supplemental responses should identify for “which of the [subject Requests] [they have] already produced documents covered by the First Set of Document Requests and, if so, for which Requests in the First Set.” (Id.) (citing Fed. R. Civ. P. 34(b)(2)(E)(i)). Plaintiff submits that if “as suspected” the Affiliate Defendants are “not telling the truth,” then this objection is “devoid of any merit.” (Id.).

*5 The Affiliate Defendants do not directly address the proportionality factors. Instead, they generally contend that in January 2020 plaintiff propounded document requests and Interrogatories on each of the Affiliate Defendants that “broadly sought information concerning the ownership, structure, capitalization, and business control of the Affiliates;” information concerning the relationship between each of the Affiliate Defendants and Olympusat and Tom Mohler; all financial records, agreements, and contracts amongst the Affiliate Defendants and between each of them and Olympusat; and information concerning the Affiliate Defendants' officers, members of the board of directors, and employees, including any common employees shared amongst them and Olympusat. (Id. at 100-101). They note that with respect to the requests herein regarding ownership, capitalization, and financial control (RFP numbers 110-114, 156), they responded to plaintiff's January 2020 requests (see Hadsell Decl. Ex. 36) by stating they are “not in possession of documents responsive to these requests.”[1] (Id. at 101-02). With respect to organizational charts and description of the relationships between and among the Affiliate Defendants and Olympusat (RFP numbers 116, 123, 126, 129-130, 133-134, 137-138, 145-146, 148-149, 151-152, 155), the Affiliate Defendants assert that they responded to similar requests by also stating that they are “not in possession of documents responsive to these requests.” (Id. at 102; see also Hadsell Decl. Ex. 36; see also supra n.1). They also state that they responded to Interrogatories propounded by plaintiff in January 2020, by providing “certain information sought from the disputed document requests at issue” in the Motion. (JS at 102). With respect to request numbers 112, 118-119, and 141 herein, the Affiliate Defendants contend that they responded to substantively similar requests propounded in January 2020 that sought “broad categories of financial records” and “any and all agreements and contracts” between and among the Affiliate Defendants and Olympusat, by again stating that they are “not in possession” of documents responsive to the requests. (Id. at 103; see also Hadsell Decl. Ex. 36; see also supra n.1). With respect to requests seeking documents relating to officers and directors, management, and employees of the Affiliate Defendants (RFP Nos. 115, 117, 121, 124, 131-132, 135-136, 139-140, 142, 157, 159-161, 163-165, 167-169, 171-173), they state that they similarly responded that they are “not in possession” of documents responsive to such requests (see supra n.1), or state that they provided an Interrogatory response with the requested information.

Other than generally contending that plaintiff's requests are not proportional because in January 2020 she propounded document requests and interrogatories that “broadly sought” the same information as the subject requests and, at that time, the Affiliate Defendants denied having “direct possession” of the documents, the Affiliate Defendants did not identify the specific RFPs in set number one that correspond to the RFPs at issue herein.[2] (See, e.g., JS at 102, 103 (generally referring to Exhibit 36 of the Hadsell Declaration)). It is not the Court's job to sift through the voluminous exhibits submitted in this Motion to determine the extent, if any, to which the previous RFPs may be duplicative of the subject RFPs. The Affiliate Defendants could have –– and should have –– provided this Court with that information in the first instance.

*6 The Court notes that the Affiliate Defendants did provide specific Interrogatory numbers they contend provided plaintiff with the information being sought by some of the subject document requests. (See, e.g., id.). However, a document request is not unreasonably cumulative or duplicative simply because a party has responded to an Interrogatory that seeks the same information, and, in any event, defendants have not demonstrated that the RFPs are unreasonably cumulative or duplicative of prior discovery requests –– whether Interrogatories or RFPs. Fed. R. Civ. P. 26(b)(2)(C)(i); Becker v. Dahl, 2011 WL 121697, at *2 (E.D. Cal. Jan. 13, 2011) (“[A] request for production of documents seeks documents, while an interrogatory is a question seeking a written response. While the nature of the information sought may in some respect be ‘duplicative,’ the responses sought take different forms, and [parties] are entitled to use both vehicles for conducting discovery”); see also 8B Wright, Miller & Marcus, Federal Practice and Procedure, § 2163 (“After obtaining such information by means of interrogatories, a party may take depositions of witnesses and inspect documents or electronically stored information under Rule 34”).

The Court determines that plaintiff has demonstrated that the subject requests are relevant to the claims and defenses in this action, and proportional to the needs of the case, and the Affiliate Defendants have not demonstrated that the requests are unreasonably cumulative or duplicative. Accordingly, the Affiliate Defendants' objections to these requests on the ground of proportionality and/or as unreasonably cumulative or duplicative are overruled.

Vague and Ambiguous

With the exception of request numbers 118 and 119, the Affiliate Defendants objected as “ ‘vague and ambiguous’ in one or more respects.” (Id. at 71). Plaintiff contends these objections “are devoid of merit.” (Id.).

Plaintiff notes that terms the Affiliate Defendants objected to as vague and ambiguous include such terms as “DOCUMENTS” and “indicating,” which are subject to a common sense ordinary definition. (Id. at 72). She argues that “[t]hroughout the meet and confer process, Defendants' counsel made virtually no effort to exercise reason and common sense to attribute ordinary definitions to terms and phrases in the Document Requests.” (Id.; see also id. at 79-95 (discussing the Affiliate Defendants' vague and ambiguous objections)).

The Affiliate Defendants did not specifically respond to plaintiff's arguments; neither did they explain the basis for these objections.

The Court determines that, for the most part, the requests are not vague and ambiguous and that they are subject to a common sense understanding of the terms used. Additionally, in many cases, plaintiff agreed to remove the allegedly vague and ambiguous term or terms. However, in some cases, the Court finds that the terms used in the requests are indeed vague and ambiguous.

Accordingly, the Affiliate Defendants' objections to the requests as vague and ambiguous are overruled in part and sustained in part as further discussed below.

Narrowed Scope and Timeframe and Privilege Log

Plaintiff offered to narrow the scope of many of the requests that sought “all documents” pertaining to a particular matter, but the Affiliate Defendants “still refused to produce any responsive documents.” (Id. at 74). For instance, with respect to RFP number 110, plaintiff agreed to narrow the requests to replace the phrase “all documents” with the phrase “one or more documents sufficient to identify or to indicate ....” (Pl.'s May 6, 2021, Letter at 2-3; JS at 74). Plaintiff notes that she made the same offer with respect to RFP numbers 111-115, 117, 120-128, 131, 135, 139, 143-146, 148, 149, 151, 152, and 154-180. (JS at 74).

She explained the following:

*7 (Id.). She also states that a similar offer was made with respect to RFP numbers 118, 119, 129, 130, 133, 134, 137, and 138, but “with the addition of the word ‘different’.” (Id. at 74-75). For instance:

Plaintiff also explains that although she alleges a continuing violation of her legal rights since 2000, she limited the time period for the requests to April 14, 2014, until the present, and in some cases –– where the Affiliate Defendants objected as “overbroad as to time and scope” (i.e., request numbers 112-114, 135, 142, 144, 147, and 153-176) –– she further limited the requests in time to January 1, 2019, to the present. (Id. at 75-76). The narrowed time frame applies with respect to request numbers 112-114, 129-130, 133-134, 137-138, 141, 148-149, 151-152, and 154. (Id.).

Plaintiff also contends that to the extent the Affiliate Defendants have objected on grounds of attorney-client privilege and work product doctrine, “[i]n the unlikely event that [Affiliate Defendant] determines that the only documents responsive to a particular request are privileged, Defendant should then serve a privilege log.” (Id.).

Plaintiff notes that during the meet and confer process, defense counsel argued that plaintiff's reductions in the scope of the requests “eliminated the need for [the Affiliate Defendants] to prepare a privilege log.” (Id. at 75 (citing Hadsell Decl. Ex. 47)). Plaintiff acknowledges that this makes sense because if the Affiliate Defendants produce one or more documents in response to the requests, “it does not matter whether Defendant has withheld additional responsive documents on privilege grounds.” (Id.). She submits that if the Affiliate Defendants are ordered to produce documents in response to the narrowed requests, “[i]n the unlikely event that [they] determine[ ] that the only documents responsive to a particular request are privileged,” they should then be required to serve a privilege log. (Id.).

The Court agrees. To the extent the Court orders the Affiliate Defendants to produce documents in response to the requests as set forth below, if they determine that the only responsive documents to a particular request are privileged, then no later than August 9, 2021, they must provide a sufficiently detailed privilege log to enable plaintiff to evaluate the applicability of the privilege or other protection asserted. Fed. R. Civ. P. 26(b)(5); Clarke v. Am. Comm. Nat'l Bank, 974 F.2d 127, 129 (9th Cir. 1992); see The Rutter Group, Cal. Practice Guide, Fed. Civ. Proc. Before Trial, Form 11:A (Privilege Log). Failure to provide sufficient information may constitute a waiver of the privilege. See Eureka Fin. Corp. v. Hartford Acc. & Indem. Co., 136 F.R.D. 179, 182-83 (E.D. Cal. 1991).

Protective Order

*8 Plaintiff notes that the Affiliate Defendants objected to request numbers 112-117, 119, 121, 123-124, 126-127, 129-142, 145-146, 148-149, 151, 152, and 155-180, as seeking “confidential and proprietary information.” (Id). She argues that to the extent that the Affiliate Defendants produce documents that are confidential and proprietary in nature, the Amended Stipulated Protective Order in this case is sufficient to address the Affiliate Defendants' concerns. (Id. at 77-78).

The Court agrees that the Amended Stipulated Protective Order (ECF No. 124) is sufficient to address the Affiliate Defendants' concerns regarding the production of confidential and proprietary information.

Individual RFPs

The parties' April 30, 2021, and May 6, 2021, meet and confer letters from the Affiliate Defendants and plaintiff, respectively, provide this Court with some additional guidance as to the parties' most recent positions on the requests. After careful consideration of the Affiliate Defendants' objections, as well as the parties' positions as stated in the pleadings and the meet and confer letters, plaintiff's Motion is granted in part and denied in part as set forth below.

RFP Numbers 110 and 111

RFP number 110 asked each Affiliate Defendant to produce all documents indicating the identity of persons and business entities having an ownership interest or holding shares in the Affiliate Defendant between April 1, 2014, and the present. (JS at 5). RFP number 111 asked them to produce all documents indicating percentages or ownership interest or number of shares owned by each person or entity listed on any document produced in response to RFP number 110. (Id.). Plaintiff agreed to narrow the requests to replace the phrase “all documents” with the phrase “one or more documents sufficient to identify” or to “indicate” the information requested. (Id.; Pl.'s May 6, 2021, Letter at 2 & n.1). Plaintiff notes that she made the same offer with respect to RFP numbers 111-115, 117, 120-128, 131, 135, 139, 143-146, 148, 149, 151, 152, and 154-180. (Pl.'s May 6, 2021, Letter at 2 n.1). She also states that a similar offer was made with respect to RFP numbers 118, 119, 129, 130, 133, 134, 137, and 138, but “with the addition of the word ‘different’.” (Id.).

For RFP numbers 110 and 111 (as well as several of the other similarly-narrowed RFPs), the Affiliate Defendants acknowledged that plaintiff proposed that the RFP “be narrowed so as to call for ‘one or more documents sufficient to identify’ the relevant persons and/or entities,” but then asked plaintiff to confirm that she “would like each of the answering defendants to search for and produce (should the search yield results) one document covering each year from 2014 to the present” that provides all relevant information requested by the RFP. (Def'ts' Apr. 30, 2021, Letter at 4-5).

As plaintiff notes, the Affiliate Defendants' “proposal” is not what plaintiff proposed. Plaintiff narrowed these requests to permit the Affiliate Defendants to produce one or more documents that together would provide responsive information for the subject time period (generally either April 1, 2014, to the present, or narrowed to January 1, 2019, to the present). In that way, the Affiliate Defendants would not have to produce “all documents” responsive to the subject request so long as the requested information was fully contained in one (or more) documents.

In accordance with plaintiff's agreement to narrow the scope of RFP number 110 and other requests, which the Court finds to be reasonable and proportional to the needs of the case, the Court determines that to the extent plaintiff's Motion as to these requests is granted herein, the Affiliate Defendants must produce as many documents as are necessary to provide the requested information for the relevant time period (from April 1, 2014, to the present), or as otherwise further narrowed by plaintiff, but they are not required to produce any additional documents that contain the same information.

*9 Plaintiff's Motion to compel a further response and production of documents to RFP numbers 110 and 111, as narrowed in scope by plaintiff, is granted.

RFP Number 112

RFP number 112, as narrowed in scope by plaintiff as in RFP number 110, asked each Affiliate Defendant to produce records reflecting its capitalization from January 1, 2019, to the present (instead of from April 1, 2014, to the present). (Pl.'s May 6, 2021, Letter at 3). The Affiliate Defendants objected to the terms “financial records” and “capitalization” as vague and ambiguous, and as overbroad. (JS at 79-80). Defendants questioned whether plaintiff would instead propound an interrogatory asking for a general description of how each entity has been capitalized from January 1, 2019, to the present. (Def'ts' Apr. 30, 2021, Letter at 5). Plaintiff responded that she had already narrowed this RFP so as to ask only for one or more documents sufficient to indicate each Affiliate Defendant's capitalization from January 1, 2019, and saw no reason to propound an interrogatory instead. (Pl.'s May 6, 2021, Letter at 3).

The documents sought by RFP number 112 are relevant to plaintiff's alter ego theory of liability and the terms should be given their ordinary meaning as discussed by plaintiff. Plaintiff's Motion to compel a further response and production of documents to RFP number 112, as narrowed in scope and time by plaintiff, is granted.

RFP Numbers 113 and 114

RFP number 113, as narrowed in scope and time by plaintiff as in RFP numbers 110 and 112, asked each Affiliate Defendant to produce records sufficient to indicate persons and entities who have made capital contributions to each Affiliate Defendant's assets, or who control its assets, since January 1, 2019. (Pl.'s May 6, 2021, Letter at 3; JS at 81). RFP number 114, as narrowed in scope and time by plaintiff as in RFP numbers 110 and 112, asked each Affiliate Defendant to produce records sufficient to indicate persons and entities who have signatory authority to modify or control those assets since January 1, 2019. (Def'ts' Apr. 30, 2021, Letter at 5; JS at 81). The Affiliate Defendants objected that RFP number 113 was vague and ambiguous as to the words “control” and “signatory authority,” and on the ground that they “fail to see how it will lead to the discovery of relevant information on alter ego or any other theory.” (Def'ts' Apr. 30, 2021, Letter at 5; JS at 81). Plaintiff responded that it considered the parties at an impasse and that these terms should be given their ordinary meanings. (Pl.'s May 6, 2021, Letter at 3; JS at 81). As to RFP number 114, counsel for the Affiliate Defendants stated he was willing to discuss with his clients “whether each of the answering defendants to locate [sic] and produce one document covering each year from 2019 to 2021, inclusive, that lists its officers, directors, and/or managers.” (Def'ts' Apr. 30, 2021 Letter at 5). Plaintiff responded that the Affiliate Defendants' proposal was “contrary to what [plaintiff] offered” in narrowing the request, and stated that the parties were thus at an impasse. (Pl.'s May 6, 2021, Letter at 3).

The documents sought by RFP numbers 113 and 114 are relevant to plaintiff's alter ego theory of liability and the terms should be given their ordinary meaning as discussed by plaintiff. Plaintiff's Motion to compel a further response and production of documents to RFP numbers 113 and 114, as narrowed in scope and time by plaintiff, is granted.

RFP Numbers 115, 116, and 117

*10 RFP number 115, as narrowed in scope by plaintiff as in RFP number 110, asked each Affiliate Defendant to identify its officers or directors from April 1, 2014, to the present. (Def'ts' Apr. 30, 2021, Letter at 5). Counsel for the Affiliate Defendants stated he would be “willing to discuss with his clients whether each of the answering defendants to locate [sic] and produce one document covering each year from 2019 to 2021, inclusive, that lists its officers, directors, and/or managers.” (Id.). Plaintiff responded that it was not willing to narrow the time period “because the requested information is relevant” and because “there cannot be that many additional documents.” (Pl.'s May 6, 2021, Letter at 3).

RFP number 116, as narrowed in scope by plaintiff as in RFP number 110, asked each Affiliate Defendant to produce its organizational chart(s) from April 1, 2014, to the present. (JS at 9). The Affiliate Defendants objected to the terms “organizational charts” and “management and reporting structure” as too vague and ambiguous to allow for a response, and to the request itself as seeking irrelevant information. (JS at 82).

RFP number 117, as narrowed in scope by plaintiff as in RFP number 110, asked each Affiliate Defendant to produce documents reflecting its managing and reporting structure from April 1, 2014 to the present. (JS at 81-82). The Affiliate Defendants objected as seeking irrelevant information and as containing vague and ambiguous terms. (Id. at 82). Plaintiff agreed to accept the Affiliate Defendants' proposal to produce “an organizational chart containing each Defendant's board members, officers and employees for each year from April 2014 until the present.” (Pl.'s May 6, 2021, Letter at 3).

The documents sought by RFP number 117 are relevant to plaintiff's alter ego theory of liability and the terms should be given their ordinary meaning as discussed by plaintiff. Plaintiff's Motion to compel a further response and production of documents to RFP number 117, as narrowed in scope by plaintiff, is granted. The Affiliate Defendants must produce an organizational chart or charts sufficient to show each Affiliate Defendant's board members, officers, and employees for each year from April 1, 2014, to the present.

The documents sought by RFP numbers 115 and 116 are relevant to plaintiff's alter ego theory of liability and the terms should be given their ordinary meaning as discussed by plaintiff. Plaintiff's Motion to compel a further response and production of documents to RFP numbers 115 and 116, as narrowed in scope by plaintiff, is granted.

RFP Numbers 118 and 119

RFP numbers 118 and 119, as narrowed in scope by plaintiff as in RFP number 110, ask the Affiliate Defendants to produce one or more documents sufficient to identify the different contracts, licenses, or agreements between each Affiliate Defendant and its subsidiaries and parents, if any, from April 1, 2014, to the present. (Def'ts' Apr. 30, 2021, Letter at 6). Counsel for the Affiliate Defendants agreed to “inquire with our client[s] regarding a supplemental written response to each of these RFPs that estimates the number of different contracts, licenses, or agreements that would be nominally responsive,” and objected that “production of the actual documents would be unduly burdensome and oppressive.” (Def'ts' Apr. 30, 2021, Letter at 6). The Affiliate Defendants also objected to request numbers 118 and 119 as seeking documents protected by the attorney-client privilege and the work product doctrine, and to request number 119 on the ground that it seeks irrelevant information. (JS at 81-81).

Plaintiff states that the Affiliate Defendants should be able to produce the actual contracts, licenses, or agreements without implicating the attorney-client privilege or work product doctrine, and argues that the information requested is highly relevant to her allegations of liability on the basis of alter ego theory. (Id. at 82). She notes that although the Affiliate Defendants did not object to these requests as unduly burdensome and oppressive in their responses, defense counsel raised the objection in the April 30, 2021, meet and confer letter –– therefore, they have waived this objection. (Id. at 83). Plaintiff states that she proposed in response that to the extent the Affiliate Defendants determined that the number of contracts, licenses, or agreements was “relatively small,” the Affiliate Defendants should produce the documents, but if the number in each category is “relatively large,” then the Affiliate Defendants “should serve a supplemental response with an estimate of the number of documents and object that its production would be unduly burdensome.” (Pl.'s May 6, 2021, Letter at 4). Plaintiff did not otherwise define what she meant by relatively large or small.

*11 As noted by plaintiff, the Affiliate Defendants chose to object to production of responsive documents as “unduly burdensome and oppressive,” without first “confirming the factual basis for such an objection.” (Pl.'s May 6, 2021, Letter at 4). The Court determines that the Affiliate Defendants have not demonstrated that production of responsive documents would be unduly burdensome.

The documents sought by RFP numbers 118 and 119 are relevant to plaintiff's alter ego theory of liability. Plaintiff's Motion to compel a further response and production of documents to RFP numbers 118 and 119, as narrowed in scope by plaintiff, is granted. To the extent the Affiliate Defendants withhold documents they claim are protected by the attorney-client privilege or work product doctrine, no later than August 9, 2021, they must provide a sufficiently detailed privilege log to enable plaintiff to evaluate the applicability of the privilege or other protection asserted as previously discussed above. Fed. R. Civ. P. 26(b)(5),

RFP Numbers 121, 124, and 127

RFP numbers 121, 124, and 127, as narrowed in scope by plaintiff as in RFP number 110, seek documents identifying persons who have served as officers or directors since April 1, 2014, of any business entity that is a parent of, holding company for, or subsidiary of an Affiliate Defendant. (Def'ts' Apr. 30, 2021, Letter at 6). The Affiliate Defendants objected to the word “identify” in the requests, and on the ground that the requests seek irrelevant information. (JS at 84). They contend that the documents they proposed to produce in response to RFP number 111 “should be sufficient to identify these individuals and indicate their ownership interests.” (Def'ts' Apr. 30, 2021, Letter at 7). Plaintiff disagrees with the proposition that these RFPs seek the same information as RFP number 111. (Pl.'s May 6, 2021, Letter at 4).

The Court finds that while there may be some overlap with RFP number 111 –– which asks for documents indicating percentages of ownership or numbers of shares owned by any person or business entity having an ownership interest or holding shares in each Affiliate Defendant –– RFP numbers 121, 124, and 127 are broader in that they seek additional information beyond individuals or entities that have ownership of or ownership interest in an Affiliate Defendant.

The documents sought by RFP numbers 121, 124, and 127 are relevant to plaintiff's alter ego theory of liability and the terms should be given their ordinary meaning as discussed by plaintiff. To the extent the Affiliate Defendants have documents responsive to RFP numbers 121, 124, and 127 that have not already been produced in response to RFP number 111, plaintiff's Motion to compel a further response and production of documents to RFP numbers 121, 124, and 127, as narrowed in scope by plaintiff, is granted.

RFP Numbers 123 and 126

These RFPs seek documents indicating the identity of any entity that functions as a holding company for or subsidiary of an Affiliate Defendant, since April 1, 2014. (Def'ts' Apr. 30, 2021, Letter at 7; JS at 85). The Affiliate Defendants objected to these requests as seeking irrelevant information and assert that they have already produced “a document that demonstrates which Defendant owns which other Defendant.” (JS at 85; Def'ts' Apr. 30, 2021, Letter at 7). Plaintiff agrees that such a document was submitted by the Affiliate Defendants, but contends that to the extent there are “other subsidiaries of these Defendants not identified” in the document produced by the Affiliate Defendants, they “should produce one or more documents sufficient to identify the additional subsidiaries” of the Affiliate Defendants. (Pl.'s May 6, 2021, Letter at 4; JS at 86).

*12 The documents sought by RFP numbers 123 and 126 are relevant to plaintiff's alter ego theory of liability. Plaintiff's Motion to compel a further response and production of documents to RFP numbers 123 and 126, as narrowed in scope by plaintiff, is granted to the extent that if the Affiliate Defendants have in their possession, custody, or control documents that identify any other subsidiaries of the Affiliate Defendants, such documents must be produced. If, after a diligent search and reasonable inquiry, any Affiliate Defendant determines it does not have responsive documents, then it must provide a further response so stating.

RFP Numbers 129, 130, 133, 134, 137, and 138

RFP numbers 129, 130, 133, 134, 137, and 138, as narrowed in scope and time by plaintiff as in RFP numbers 110 and 112, seek documents reflecting the “functions and operations carried on, funded or contributed by” the Affiliate Defendants on behalf of Olympusat Inc., from April 1, 2014 to the present; the mirror image of this request refers to “functions and operations” performed by Olympusat on behalf of each of the Affiliate Defendants; and “functions and operations” performed by any Affiliate Defendant on behalf of another Affiliate Defendant. (Def'ts' Apr. 30, 2021, Letter at 7; JS at 86-87). The Affiliate Defendants objected to these requests as vague and ambiguous, and as not relevant to alter ego or any other theory. (Def'ts' Apr. 30, 2021, Letter at 7; JS at 86-87). They note that plaintiff “proposed narrowing these to call for one or more documents sufficient to identify each different function or operation,” and as to time period, but state that they still consider the requests vague and ambiguous. (Id.). Plaintiff contends that the parties, therefore, are at an impasse on these requests. (Pl.'s May 6, 2021, Letter at 4).

The Court determines that the term “functions and operations carried on, funded or contributed by” the Affiliate Defendant is vague and ambiguous. Plaintiff's Motion to compel further response and production of documents to RFP numbers 129, 130, 133, 134, 137, and 138, is denied.

RFP Numbers 131, 132, 135, 136, 139, and 140

RFP numbers 131, 135, and 139, as narrowed in scope and time by plaintiff as in RFP numbers 110 and 112, request documents identifying persons who have performed “functions” for both the Affiliate Defendant and Olympusat, or for two of the Affiliate Defendants. (Def'ts' Apr. 30, 2021, Letter at 7). RFP numbers 132, 136, and 140 seek documents relating to the payment of salary and expenses for persons identified in response to RFP numbers 131, 135, and 139. (Id. at 8).

The Affiliate Defendants note that plaintiff agreed to forego seeking documents in response to RFP numbers 131, 135, and 139, if each Affiliate Defendant served a supplemental response providing a breakdown with what percentage of each person's salary was paid by each Affiliate Defendant and what percentage was paid by Olympusat. (Id.). However, they state that they “still consider” the subject RFPs to be vague and ambiguous and not relevant to alter ego or any other theory, and refuse to produce documents in response to any of these RFPs. (Id. at 7-8). Plaintiff responds that because the Affiliate Defendants are standing by their objections that these RFPs are vague and ambiguous and do not seek relevant information, the parties have reached an impasse. (Pl.'s May 6, 2021, Letter at 5).

The Court determines that the term “functions” as used in these requests is vague and ambiguous. Plaintiff's Motion to compel a further response and production of documents to RFP numbers 131, 132, 135, 136, 139, and 140 is denied.

RFP Number 141

*13 RFP number 141, as narrowed in scope and time by plaintiff as in RFP numbers 110 and 112, seeks documents reflecting each Affiliate Defendant's liabilities and debts and “how they are and have been handled on the books.” (Def'ts' Apr. 30, 2021, Letter at 8). Affiliate Defendants suggest that each Affiliate Defendant could “locate and produce (should the search yield results) one financial statement reflecting its debts and liabilities for each fiscal year that has ended since January 1, 2019.” (Id.; JS at 89). Plaintiff responds that it will agree that “each Defendant only need to produce one or more documents sufficient to indicate its debts and liabilities for each year since January 1, 2019.” (Pl.'s May 6, 2021, Letter at 5; JS at 89). Plaintiff suggests, however, that if an Affiliate Defendant's fiscal year is different from the calendar year, “then the parties should go with calendar years as this would involve only the last two years.” (Pl.'s May 6, 2021, Letter at 5; JS at 89).

The documents sought by RFP number 141 are relevant to plaintiff's alter ego theory of liability. Plaintiff's Motion to compel a further response and production of documents to RFP number 141, as narrowed in scope and time by plaintiff, is granted. Each Affiliate Defendant shall produce documents sufficient to reflect its liabilities and debts for each fiscal year that has ended since January 1, 2019, even if its fiscal year differs from the calendar year.

RFP Number 142

RFP number 142 seeks documents reflecting “the financing of salaries and expenses of YOUR employees.” (Def'ts' Apr. 30, 2021, Letter at 8). During the meet and confer plaintiff apparently suggested that because the Affiliate Defendants “have no employees,” the Affiliate Defendants should provide a supplemental written response so stating. (Id.; JS at 89). The Affiliate Defendants note that even this “proposed narrowing is still quite vague as to the term ‘financing of salaries,’ ” and that they “still consider this RFP to be overbroad, vague and ambiguous,” as well as seeking information that might “impugn individual privacy in addition to seeking irrelevant information on alter ego or any other theory.” (Def'ts' Apr. 30, 2021, Letter at 8). The Affiliate Defendants, therefore, refused to produce documents in response to RFP number 142. (Id.; JS at 89). Plaintiff responded that it “is telling that Defendants have thrown up obstacles to responding to this Request,” and that “[g]iven Defendants' recalcitrance,” plaintiff assumed that the parties have reached an impasse on this request. (Pl.'s May 6, 2021, Letter at 5).

The Court determines that the term “financing of salaries and expenses” is vague and ambiguous. Plaintiff's Motion to compel a further response and production of documents to RFP number 142 is denied.

RFP Numbers 145 and 146

RFP number 145, as narrowed in scope by plaintiff as in RFP number 110, seeks documents reflecting each Affiliate Defendant's involvement in the funding, financing and handling of the operations, expenses, debt, losses, and liabilities of Olympusat, including the salaries and expenses or contribution toward the salary and expenses of persons employed by Olympusat at any time since April 1, 2014; RFP number 146, as narrowed in scope by plaintiff as in RFP number 110, seeks documents indicating each Affiliate Defendant's involvement in the purchase, sale, lease or rental of real and personal property, or contribution toward the purchase, sale, lease or rental of real and personal property used to carry on the business and operations of Olympusat. (Def'ts' Apr. 30, 2021, Letter at 9; JS at 90). The Affiliate Defendants objected to these requests as vague and ambiguous with respect to the terms “funding” and financing,” and as irrelevant to alter ego or any other theory, and refused to produce “additional documents.” (Def'ts' Apr. 30, 2021, Letter at 9; JS at 90). Plaintiff notes that the parties have reached an impasse on these requests. (Pl.'s May 6, 2021, Letter at 5).

*14 The Court determines that the terms used in these requests are vague and ambiguous. Accordingly, plaintiff's Motion to compel a further response and production of documents to RFP numbers 145 and 146, even as narrowed in scope by plaintiff, is denied.

RFP Numbers 148, 149, 151, and 152

These RFPs, as narrowed in scope and time by plaintiff as in RFP numbers 110 and 112, seek documents reflecting the same information as request numbers 145 and 146 (above), but instead seek the information with respect to each Affiliate Defendant's involvement in another Affiliate Defendant's business. (Def'ts' Apr. 30, 2021, Letter at 9; JS at 90). As with RFP numbers 145 and 146, the Affiliate Defendants objected to these requests as vague and ambiguous, and as irrelevant to alter ego or any other theory, and refused to produce “additional documents.” (Def'ts' Apr. 30, 2021, Letter at 9; JS at 90). Plaintiff notes that the parties have reached an impasse on these requests. (Pl.'s May 6, 2021, Letter at 5).

The Court determines that these requests are vague and ambiguous. Accordingly, plaintiff's Motion to compel a further response and production of documents to RFP numbers 148, 149, 151, and 152, even as narrowed in scope by plaintiff, is denied.

RFP Numbers 155-174

These RFPs seek documents relating to each Affiliate Defendant's relationships with five individuals: Tom Mohler (RFP numbers 155-158), Chuck Mohler, Colleen Glynn, Chris Williams, and Valerie Ford. (Def'ts' Apr. 30, 2021, Letter at 10; JS at 91-92). As to each of these individuals, the requests ask for all documents reflecting (1) the relationship of the individuals to the Affiliate Defendant, (2) the individuals' roles in the Affiliate Defendant's capitalizations, and (3) the Affiliate Defendant's payments or contributions toward the individuals' salaries, business expenses, and personal expenses. (Def'ts' Apr. 30, 2021, Letter at 10; JS at 91, 92). The Affiliate Defendants objected to terms in certain of the requests as vague and ambiguous, including the terms “relationship,” and “role in YOUR capitalization.” (JS at 91). Plaintiff agreed to narrow the scope of these requests as in RFP number 110. (Def'ts' Apr. 30, 2021, Letter at 10; JS at 92). She states that she is willing to limit request numbers 157 and 158 to the time period from April 1, 2014, to the present. (JS at 91-92). Plaintiff also agreed to limit the other requests involving salaries and expenses to the time period after April 1, 2014, and to forego documents involving the salaries and expenses of Chuck Mohler, Colleen Glynn, Chris Williams, and Valerie Ford, if each Affiliate Defendant provided a supplemental written response “including a breakdown of what percentage of each person's salaries and expenses were paid by” the Affiliate Defendants and what percentage was paid by Olympusat, Inc. (Def'ts' Apr. 30, 2021, Letter at 10; JS at 94). The Affiliate Defendants stated that they agreed to produce documents identifying their officers, directors, and/or managers, but objected that these requests even as narrowed were vague and ambiguous, might “impugn individual privacy,” and seek information not relevant to alter ego or any other theory. (Def'ts' Apr. 30, 2021, Letter at 10). Plaintiff responds that the parties are at an impasse on these requests. (Pl.'s May 6, 2021, Letter at 6).

*15 The Court determines that with respect to these RFPs, the role of these individuals with respect to the Affiliate Defendants is relevant to plaintiff's alter ego theory. Additionally, privacy rights would not be implicated if the Affiliate Defendant simply provided the percentage of an individual's salary that was paid by the Affiliate Defendant and the percentage paid by Olympusat and, in any event, the protective order in this action is sufficient to address the Affiliate Defendants' privacy concerns.

Plaintiff's Motion to compel a further response and production of documents to RFP numbers 155-74, as narrowed in scope and time by plaintiff, is granted in part. Each Affiliate Defendant shall produce documents (as narrowed in scope and time by plaintiff as in RFP numbers 110 and 112) in its possession, custody, or control, sufficient to respond to each request. If an Affiliate Defendant does not wish to provide salary and expense information for Chuck Mohler, Colleen Glynn, Chris Williams, and Valerie Ford, then it may alternatively provide a supplemental written response reflecting the breakdown of what percentage of each individual's salary and expenses, if any, was paid by the Affiliate Defendant, and what percentage was paid by Olympusat, Inc.

RFP Numbers 175-177

These requests, as narrowed in scope and time (since April 1, 2014) by plaintiff as in RFP numbers 110 and 112, ask for documents relating to each Affiliate Defendant's involvement in paying compensation and expenses to plaintiff or to Perro Blanco Firms LLC. (Def'ts' Apr. 30, 2021, Letter at 10; JS at 94). The Affiliate Defendants objected to the terms “regarding” and “business entity” as vague and ambiguous, and to the requests as seeking irrelevant information. (JS at 94-95). They questioned whether plaintiff would “like each of the answering defendants to search for and produce (should the search yield results) one document covering each year from 2014 to the present that indicates whether any of these defendants paid wages or business expenses to Plaintiff or Perro Blanco Films.” (Def'ts' Apr. 30, 2021, Letter at 10; Id.). Plaintiff contends the parties have reached on impasse on these requests. (Pl.'s May 6, 2021, Letter at 6).

The documents sought by RFP numbers 175-177 are relevant to plaintiff's alter ego theory of liability and the terms should be given their ordinary meaning as discussed by plaintiff. Plaintiff's Motion to compel a further response and production of documents to RFP numbers 175-177, as narrowed in scope and time by plaintiff, is granted.

RFP Numbers 178-180

These requests, as narrowed in scope and time by plaintiff as in RFP numbers 110 and 112, seek documents reflecting the Affiliate Defendants' workers' compensation, unemployment, and professional liability/errors and omissions insurance policies from April 1, 2014, to the present. (Def'ts' Apr. 30, 2021, Letter at 10; JS at 95). The Affiliate Defendants questioned whether plaintiff would be “willing to narrow [these] request[s] to simply asking for documents establishing whether the defense of this lawsuit is covered for each of the answering defendants.” (Def'ts' Apr. 30, 2021, Letter at 11; JS at 95). If plaintiff is so willing, counsel for the Affiliate Defendants indicated he “will discuss with our client.” (Id.). Plaintiff states that in light of the fact that the Affiliate Defendants have represented they have no employees, plaintiff “would expect that these Defendants could simply state that they have no documents covered by Request No. 178 (worker's compensation) and No. 179 (unemployment insurance).” (Pl.'s May 6, 2021, Letter at 6; JS at 95). Plaintiff also states that with respect to professional liability/errors and omission coverage, the Affiliate Defendants “should produce whatever policies they might have that might cover the claims in this lawsuit.” (Id.).

*16 The documents sought by RFP numbers 178-180 are relevant to plaintiff's alter ego theory of liability. Plaintiff's Motion to compel a further response and production of documents to RFP numbers 178-180 is granted.

Conclusion

To the extent required herein, no later than August 9, 2021, the Affiliate Defendants shall produce further responses and responsive documents in their possession, custody, or control, including, as discussed supra in note 2, responsive documents that may be in the actual possession of Olympusat, Inc. that have not previously been produced. If an Affiliate Defendant determines that it has no responsive documents in its possession, custody, or control to one or more of the requests, it shall provide a declaration, signed under penalty of perjury by a corporate officer, detailing the steps taken to search for and locate responsive documents, and attesting –– if true –– that no such documents are in its possession, custody, or control as defined by Rule 34 of the Federal Rules of Civil Procedure and relevant Ninth Circuit case law.

IT IS SO ORDERED.