*1 Before the court are: (1) plaintiffs American Consolidated Industries, Inc. (“American Consolidated”) and Monarch Steel of Alabama, Inc.’s (“Monarch”) motion to compel discovery (ECF Doc. 64); and (2) defendants Liberty Steel Products, Inc. (“Liberty”) and Chad Blasingim's (collectively, the “Defendants”) motion for a protective order (ECF Doc. 69). These motions are the only matters that remain pending in the discovery dispute that the court referred for resolution by a Magistrate Judge pursuant to 28 U.S.C. § 636(b)(1)(A), Fed. R. Civ. P. 72(a), and Local Rule 72.1. For the reasons discussed below, American Consolidated and Monarch's motion to compel discovery (ECF Doc. 64) must be GRANTED IN PART and DENIED IN PART. And the Defendants’ motion for a protective order (ECF Doc. 69) must be DENIED.

I. Facts

In January 2019, American Consolidated and Monarch sued the defendants. ECF Doc. 1. In relevant part, the American Consolidated and Monarch alleged that they had developed confidential and proprietary pricing structures in order to offer competitive prices within the steel distribution industry. ECF Doc. 26 at 4-5 (¶¶13, 15). While employees of American Consolidated and Monarch, Campbell and Blasingim had access to and participated in the development of these pricing structures and strategies. ECF Doc. 26 at 5-6 (¶¶16-20, 22-28). American Consolidated and Monarch alleged that, among other things, Campbell and Blasingim retained, used, and disclosed “confidential, proprietary, and/or trade secret information” – including pricing information – after their employment with American Consolidated and Monarch ended and their employment with Liberty Steel began. ECF Doc. 26 at 9-13 (¶¶32-40, 44-51, 53-55, 57). American Consolidated and Monarch also alleged that Liberty Steel used and further disclosed the information that Campbell and Blasingim are alleged to have retained, used, and disclosed. ECF Doc. 26 at 13-14 (¶¶58-65). Based on those allegations, American Consolidated and Monarch brought claims for: (1) misappropriation of trade secrets under the trade secrets act; (2) misappropriation of trade secrets under Ohio law; (3) tortious interference with business relationships; (4) breach of fiduciary duty, good faith, and loyalty; (5) conversion; (6) unjust enrichment; and (7) civil conspiracy. ECF Doc. 26 at 14-29. For relief, American Consolidated and Monarch sought compensatory damages, punitive damages, and an injunction. ECF Doc. 26 at 29-31.

In the course of discovery, American Consolidated and Monarch requested production of “[a]ll documents and data that [were] still in [the defendants’] possession or under [the defendants’] control and that relate to Plaintiff, or its operations ... plans, strategies, ... pricing, or support services.” See, e.g., ECF Doc. 65-14 at 11 (¶7); ECF Doc. 65-15 at 11 (¶7). In a follow-up e-mail, American Consolidated and Monarch indicated that it had “learned that Liberty Steel is using a pricing worksheet that belongs to Plaintiffs.” ECF Doc. 65-10 at 3 (email dated February 5, 2020). American Consolidated and Monarch explained that “[t]he worksheet contains formulas and pricing methods that Plaintiffs created.... please provide all electronic copies of the worksheets in native form with the metadata intact.” ECF Doc. 65-10 at 3. Counsel for the defendants responded, “Is this the pricing sheet you are referring to? Jon Campbell created it and Chad Blasingim still uses it. It is just a spreadsheet.” ECF Doc. 65-10 at 2 (attaching a copy). American Consolidated and Monarch replied:

ECF Doc. 65-10 at 1-2.

On October 20, 2020, American Consolidated and Monarch informed the defendants that review of the 66,000 electronic documents produced through that date had led them to believe that the “Defendants used Plaintiffs’ “work up” spreadsheet on many occasions.” ECF Doc. 65-7 at 2. American Consolidated and Monarch said that they received only “work up” sheets if they hit specific customer names that were included in the initial search terms, and, therefore, requested that the defendants produce:

ECF Doc. 65-7 at 2-3.

On November 11, 2020, the defendants responded, “the workup spreadsheet is not a trade secret. We will not be providing you the spreadsheets absent a court order.” ECF Doc. 65-9 at 2. And, on November 30, 2020, American Consolidated and Monarch submitted a letter informing the court that they had reached an impasse and requested judicial intervention to resolve their discovery dispute.[1] ECF Doc. 65-11; see also CM/ECF for N.D. Ohio Case No. 1:19-cv-137, Non-Document Order dated Dec. 3, 2020. After the parties were unable to resolve the dispute in a December 4, 2020, telephone conference with the court, the court gave American Consolidated and Monarch leave to file the current motion to compel. See CM/ECF for N.D. Ohio Case No. 1:19-cv-137, Minutes of Proceedings dated Dec. 4, 2020.

II. Law and Analysis

A. Parties’ Arguments

American Consolidated and Monarch argue that the “work up” sheets and transaction level sales details that they requested are relevant to their claims that the defendants misappropriated and used trade secret information. ECF Doc. 65-1 at 13-15.[2] Specifically, these documents would show the extent to which the defendants might have used a proprietary price calculation spreadsheet containing a proprietary formula to adjust price quotations based on expected scrap value recovery. ECF Doc. 65-1 at 13-14; see also ECF Doc. 65-1 at 4-9 (describing the “work up” sheets and formula). Further, American Consolidated and Monarch assert that these documents are necessary to calculate the damages caused by the alleged misappropriation and use of their trade secret information. ECF Doc. 65-1 at 14. American Consolidated and Monarch contend that the defendants’ objection that the price formula is not a trade secret does not justify their refusal to produce the documents and requires resolution of an issue not properly before the court at this time. ECF Doc. 65-1 at 13. And they argue that their request is proportionate to the needs of this case because the search would be relatively narrow in scope (involving a search of documents from February 2018 to present) and reflect significantly on the ongoing economic damages. ECF Doc. 65-1 at 14-15.[3]

*3 The Defendants respond that the court should deny the plaintiffs’ motion because: (1) the “work up” sheets and related transaction details are irrelevant to the claims in case; and (2) producing those documents would be unduly burdensome and disproportionate to the needs of this case. ECF Doc. 69 at 2, 14-16; see also ECF Doc. 70 at 1 (adopting Liberty's brief). The Defendants argue that the information is irrelevant because Campbell used a template copy of the Monarch “work up” sheet while working for Liberty, such spreadsheets are common in the industry, and a “blank template that does simple math is not a trade secret.” ECF Doc. 69 at 14-15. The Defendants also assert that Liberty “did not even use the so-called ‘secret formula’ [from the “work-up” sheets] when quoting its customers.” ECF Doc. 69 at 15. Further, the Defendants contend that producing the requested records would be overly burdensome because they have already produced over 66,000 documents, they have already produced documents related to customers and search terms that the plaintiffs requested, and “there is no efficient way for Liberty to search for these workups in its computer system.” ECF Doc. 69 at 15-16. Blasingim also argues that he has already searched his family-owned laptop and personal e-mail for the “work up” sheet but has not located it and is unable to unilaterally produce any documents stored on his Liberty-owned devices or e-mail. ECF Doc. 70 at 1-2.

In their reply brief, American Consolidated and Monarch reiterate their argument that the “work up” sheets and related transactions are relevant to their claims that the Defendants misappropriated trade secrets and assert that the Defendants’ challenge to whether their “work up” sheet and formula was a trade secret is not properly before the court at this time. ECF Doc. 78-1 at 3, 6-10. They also contend that the Defendants’ have not shown that producing these documents would be an undue burden because: (1) either the Defendants are correct that they did not use them, in which case they will have relatively few documents to produce after conducting as search; or (2) the Defendants did use the “work up” sheets, in which case the production is a result of their own conduct. ECF Doc. 78-1 at 2-6

B. Motion to Compel Standard of Review

Trial courts have broad discretion to control and limit the discovery process. Pittman v. Experian Info. Solutions, Inc., 901 F.3d 619, 642 (6th Cir. 2018); Davis v. Creditors Interchange Receivable Mgmt., LLC, 585 F. Supp. 2d 968, 970 (N.D. Ohio 2008). Generally, parties may discover any nonprivileged matter that is relevant to any claim or defense. Surles v. Greyhound Lines, Inc., 474 F.3d 288, 305 (6th Cir. 2007); Fed. R. Civ. P. 26(b)(1). Such discovery can be made through a number of different requests, including a request for production of documents under Fed. R. Civ. P. 34. But the court the court must sometimes balance the broad scope of discovery against the burden of production to ensure that requests are proportionate to the needs of the case. Surles, 474 F.3d at 305 (“Although a plaintiff should not be denied access to information necessary to establish her claim, neither may a plaintiff be permitted “to ‘go fishing.’ ”); Fed R. Civ. P. 26(b)(1).

When the target of a request for production refuses to produce the target documents or make complete production, and the requesting party has exhausted good faith efforts to resolve the disputed request, the requesting party may seek a court order compelling production. Fed. R. Civ. P. 37(a)(3)(B)(iv). The movant has the initial burden to prove the documents would be relevant (and therefore discoverable under Fed. R. Civ. P. 26(b)). O'Malley v. NaphCare Inc., 311 F.R.D. 461, 463 (S.D. Ohio 2015). If that burden is met, the party opposing discovery must “ ‘show why the discovery is irrelevant, overly broad, or unduly burdensome or oppressive, and thus should not be permitted.’ ” Giunto v. Metro. Group Prop. & Cas. Ins. Co., No. 1:11-cv-2774, 2013 U.S. Dist. LEXIS 202441, at *4 (N.D. Ohio Aug. 19, 2013) (quoting Abraham v. Alpha Chi Omega, 271 F.R.D. 556, 559 (N.D. Tex. 2010)).

C. Analysis

“Relevance is broadly construed for discovery purposes and is not limited to the precise issues set out in the pleadings or to the merits of the case.” In re Heparin Prods. Liab. Litig., 273 F.R.D. 399, 406 (N.D. Ohio 2011) (citing Oppenheimer Fund, Inc. v. Sanders, 437 U.S. 340, 351 (1978)); see also Fed. R. Civ. P. 26, Advisory Committee Notes to 2015 Amendment (stating that parties may seek information that might support amendments, demonstrate other incidents of the same type alleged, and point the way to other information or discoverable matters). “Discovery requests may be deemed relevant if there is any possibility that the information may be [related] to the general subject matter of the action.” In re Heparin Prods. Liab. Litig., 273 F.R.D. at 406. Nevertheless, a plaintiff should not be permitted to simply “go fishing.” Surles ex rel. Johnson v. Greyhound Lines, Inc., 474 F.3d 288, 305 (6th Cir. 2007).

*4 American Consolidated and Monarch have met their burden to show that the “work up” sheets and related transactional data are relevant. O'Malley, 311 F.R.D. at 463. Such evidence strikes to the very heart of American Consolidated and Monarch's claims – whether the Defendants misappropriated and used American Consolidated and Monarch's trade secret information (including pricing strategies). ECF Doc. 26 at 9-14 (¶¶32-40, 44-51, 53-55, 57-65). The plaintiffs’ request does not appear to be a fishing expedition but was instead made after initial discovery requests led the plaintiffs to believe that the Defendants had used the “work up” sheets containing the plaintiff's pricing formula. Surles, 474 F.3d at 305; ECF Doc. 65-7 at 2; ECF Doc. 65-10 at 3. Although this conclusion rests on the assumption that the “work up” sheet and formula could be or contain trade secret information, the defendants’ argument that such information is not “trade secret” is unavailing for two reasons. First, relevancy at the discovery stage is concerned with what might or might not support the claims and not whether the claims would be ultimately successful on the merits. See In re Heparin Prods. Liab. Litig., 273 F.R.D. at 406; Fed. R. Civ. P. 26(b), Advisory Committee Notes to 2015 Amendment. And, second, the resolution of any ultimate merits questions would fall outside the scope of the referral. See ECF Doc. 63 (referring only the discovery dispute).

To show that a discovery request is overly burdensome, the party opposing discovery must make a specific showing of the burden that compliance would cause. In re Heparin Prods. Liab. Litig., 273 F.R.D. at 405. Generalized statements that a request is burdensome, overbroad, or oppressive and irrelevant are insufficient. Id. at 405, 410-11. Instead, the party opposing production must point to evidence establishing and explaining the difficulties that compliance would create. Id. at 411.

A showing of burden, alone, is inadequate to relieve a party from discovery obligations. See Union Commer. Servs. v. FCA Int'l Operations LLC, No. 16-cv-10925, 2018 U.S. Dist. LEXIS 11820, at *11 (E.D. Mich. Jan. 25, 2018) (“The Court will not protect parties from any burden in discovery, only “undue burden[s].” (alterations in original)). The opposing party must also show that the burden is undue or disproportionate to the needs of the case. Id.; Fed. R. Civ. P. 26(b)(1). Factors that influence this balance include the importance of the issues at stake, the amount in controversy, the parties’ access to relevant information, and the parties’ resources. Fed. R. Civ. P. 26(b)(1). The opposing party might also point to alternatives that would facilitate some degree of responsive production. See In re. Heparin Prods. Liab. Litig., 273 F.R.D. at 411. “When a burden is necessary to prove something as crucial to the plaintiff's case as damages, the burden ... is neither undue nor disproportionate to the needs of the case.” Union Commer. Servs., 2018 U.S. Dist. LEXIS 11820, at *11.

The Liberty has not shown that producing the requested documents would be an undue burden or disproportionate to the needs of this case. Giunto, 2013 U.S. Dist. LEXIS 202441, at *4. Although it is clear that the search for and production of such documents would impose some burden on Liberty, the information that American Consolidated and Monarch seeks is necessary both to proving the elements of their claims and the calculation of damages based on those claims. Union Commer. Servs., 2018 U.S. Dist. LEXIS 11820, at *11. Liberty has not pointed to any alternatives to production that might lessen the burden. In re. Heparin Prods. Liab. Litig., 273 F.R.D. at 411. Moreover, Liberty's assertion that it did not use the “work up” sheets undermines its own position that producing the “work up” sheets that it used would be burdensome. ECF Doc. 69 at 15. If a search of Liberty's records ends up supporting the veracity of this statement, then Liberty will need only produce certification of such results. That is as minimal a burden as one might reasonably hope for.

Blasingim on the other hand has asserted that he conducted a search of the devices and records in his personal possession and control and found no “work up” sheets. ECF Doc. 70; ECF Doc. 70-1 (affidavit of Blasingim). This search and affidavit are sufficiently responsive to American Consolidated and Monarch's request. And Blasingim's work devices are not within the scope of that request because they are in Liberty's possession and control, not Blasingim's. ECF Doc. 70; ECF Doc. 70-1.

*5 Accordingly, Liberty cannot be relieved of its obligation to respond to American Consolidated and Monarch's request for all copies of the “work up” sheet and related transactional level information. And Blasingim has satisfied his duty to respond that hat request.

III. Conclusion

Because the documents and information that American Consolidated and Monarch requested are relevant, and Liberty has not shown that producing such documents and information would be an undue burden or disproportionate to the needs of this case, American Consolidated and Monarch's motion to compel (ECF Doc. 64) must be, and hereby is, GRANTED IN PART. And, because Blasingim has complied with American Consolidated and Monarch's request, the motion to compel (ECF Doc. 64) must be, and hereby is, DENIED IN PART. Further, because the arguments and grounds in the Defendants’ motion for a protective order are coextensive with Liberty's opposition to American Consolidated and Monarch's motion to compel, the Defendants’ motion for a protective order (ECF Doc. 69) must be, and hereby is, DENIED.

Liberty is ORDERED to produce: (1) all copies of the “work up” sheet used and submitted to customers if Liberty obtained business from those customers after those sheets were submitted; and (2) transaction level sales details for sales obtained after the submission of those “work up” sheets to those customers. If a search of Liberty's records reveals that no “work up” sheets were submitted to customers, Liberty must provide a response certifying that result.

IT IS SO ORDERED.