*1 Before the Court is Defendants County of San Bernardino (the “County”), San Bernardino County Flood Control District (the “District”), Michael A. Ramos, R. Lewis Cope, James Hackleman, Hollis Randles, Robert Schreiber, Josie Gonzales, and Ruth Stringer's (collectively, the “County Defendants”) motion for review of the Magistrate Judge Shashi H. Kewalramani's May 1, 2019 discovery order.[1] (“Motion,” Dkt. No. 186.) The Court determines this matter is appropriate for resolution without a hearing. See Fed. R. Civ. P. 78; L.R. 7-15. After considering the papers filed in support of, and in opposition to, the Motion, the Court OVERRULES County Defendants' Objections. The July 1, 2019 hearing on this matter is VACATED.

On February 12, 2019, Plaintiff Colonies Partners, L.P. (“Colonies”) filed a motion to compel County Defendants to produce documents responsive to the following three requests for production (“RFP”):

(Dkt. No. 135). These RFPs generally sought the production of documents previously created during the County's investigation and prosecution of Colonies and its partners in the San Bernardino County Superior Court. County Defendants withheld these documents based, in part, on the objection that they constituted attorney work product. On May 1, 2019, after considering the parties' briefing and holding multiple hearings on this issue, Magistrate Judge Kewalramani issued an order granting, in part, Plaintiff's motion to compel documents responsive to RFPs 48, 60, and 64. (“MJ Order,” Dkt. No. 176.)

County Defendants filed the present motion on May 15, 2019. (Dkt. No. 186.) Plaintiffs Colonies Partners, LP and Jeffrey Burum jointly opposed the Motion on May 24, 2019. (“Opposition,” Dkt. No. 193.) County Defendants replied on June 3, 2019. (“Reply,” Dkt. No. 197.)

Under Federal Rule of Civil Procedure 72(a), when a non-dispositive pretrial matter is referred to a magistrate judge, a party may serve and file objections to the magistrate judge's order within fourteen days of being served with the order. Fed. R. Civ. P. 72(a). An objecting party must file a motion for review by the assigned district judge, designating the specific portions of the ruling objected to. L.R. 72-2.1. The district judge must then “consider timely objections and modify or set aside any part of the order that is clearly erroneous or contrary to law.” Fed. R. Civ. P 72(a). The “contrary to law” standard governs a district judge's review of a magistrate judge's determinations that are purely legal in nature. Brooks v. Motsenbocker Advanced Developments, Inc., 2008 WL 3049983, at *1 (S.D. Cal. Aug. 1, 2008). The “clearly erroneous” standard governs a district court's review of a magistrate judge's factual determinations. Maisonville v. F2 America, Inc., 902 F.2d 746, 747-748 (9th Cir. 1990).

*2 County Defendants raise three objections to the MJ Order: (A) that the MJ Order was clearly erroneous and contrary to law in finding that Colonies met its burden of showing substantial or compelling need to compel the disclosure of attorney work product; (B) that the MJ Order was clearly erroneous and contrary to law in holding that Colonies cannot, without undue hardship, obtain the substantial equivalent of the information of which it sought to compel production; and (C) that the MJ Order did not consider the overbreadth of Plaintiff's RFPs.

A. Substantial or Compelling Need

County Defendants object that Magistrate Judge Kewalramani erred in finding that Plaintiff showed substantial need for the production of documents prepared in anticipation of litigation or trial under Federal Rule of Civil Procedure 26(b)(3)(A). While “[o]rdinarily, a party may not discover documents or tangible things that are prepared in anticipation of litigation or for trial by or for another party or its representative,” those material may be discovered if (1) they are otherwise discoverable under Fed. R. Civ. P. 26(b)(4) and (2) the party shows that it has substantial need for the materials to prepare its case and cannot, without undue hardship, obtain their substantial equivalent by other means. Fed. R. Civ. P. 26(b)(3)(A). The sole basis for County Defendants' objection appears to be their claim that Plaintiffs could obtain the substantial equivalent of the information requests in its RFPs through other means, including depositions or interrogatories. They argue that, in finding otherwise, Magistrate Judge Kewalramani improperly relied solely on allegations in the First Amended Complaint and presumed that the passage of time and “present, potential bias” would render depositions an inadequate equivalent to the production of documents.

Upon review of the MJ Order, the Court cannot identify either an error of law or a clearly erroneous factual finding underlying Magistrate Judge Kewalramani's determination that Plaintiffs identified a substantial need for the information sought in RFPs 48, 60, and 64. County Defendants' argument that Magistrate Judge Kewalramani improperly relied “only on” Plaintiffs' allegations fails for two reasons: first, County Defendants do not point to any clear authority for the proposition that a finding of substantial need under Rule 26(b)(3)(A) may not be based solely on argument and allegations in the complaint. Indeed, in Doubleday v. Ruh, a Magistrate Judge in the Eastern District of California denied in part a motion to quash a subpoena deuces tecum seeking a complete prosecutorial file from a criminal case. 149 F.R.D. 601, 608 (E.D. Cal. 1993). In doing so, the Magistrate Judge in Doubleday relied principally on “colorable allegations” that the police officers in the case had manipulated evidence in finding that the plaintiff had demonstrated substantial need for the production of “contemporaneous information.” Id.[2]

*3 Second, County Defendants are simply incorrect that Magistrate Judge Kewalramani relied only on the allegations in the FAC in reaching his decision. In fact, the MJ Order discusses evidence submitted in support of Plaintiffs' motion to compel, including emails discovered after Burum's acquittal which tended to show that Defendants continued to follow and monitor Plaintiffs' political donations and “mus[e] on whether the donations were criminal, solely because the money was donated to Ramos's political opponent, Jason Anderson, who defeated Mr. Ramos in June, 2018.” (MJ Order at 14; Dkt. No. 135 Exhs. 24, 25, 26.) Magistrate Judge Kewalramani found that such documents supported the conclusion that, “while the County officials could be deposed, ‘the passage of time and the present, potential bias of the defendants may color recollections such that what was said at the time cannot be accurately deciphered.’ ” (MJ Order at 15.)

In light of the credible allegations in the FAC and evidence submitted in support of Plaintiffs' motion, the court cannot conclude that Magistrate Judge Kewalramani's finding that Plaintiffs demonstrated substantial need under Rule 26(b)(3)(A) was incorrect as a matter of law or based on clearly erroneous factual findings. This objection is OVERRULED.

B. Undue Hardship

County Defendants also argue that Plaintiffs failed to meet their burden of showing an inability to obtain substantially equivalent information by other means before seeking opinion work product. Opinion work product may be discovered only when “mental impressions are at issue in a case and the need for the material is compelling. Holmgren v. State Farm Mut. Auto. Ins. Co., 976 F.2d 573, 577 (9th Cir. 1992). As Magistrate Judge Kewalramani correctly found, the mental impressions of the DA Defendants are directly at issue here, since Plaintiffs allege misconduct, including retaliatory intent and other improper motivations, during the investigation phase by both prosecutors and investigators in the District Attorney's office. (MJ Order at 15.) Since the mental impressions of prosecutors are directly relevant to this litigation, Plaintiffs need only show compelling need for the evidence, a “case-by-case” determination which is indistinguishable from that the Rule 26(b)(3)(A) for general work product discovery.

County Defendants also argue that Plaintiffs failed to show that they cannot obtain the substantial equivalent of the work product sought in RFPS 40, 60, and 64 without undue hardship. While their briefing is far from a model of clarity, it appears that County Defendants believe that Plaintiffs were required to demonstrate that they had made “other efforts” to secure substantially similar evidence prior to seeking to compel the production of opinion work product. However, County Defendants do not point to any clear authority in support of this proposition, and the authority they do cite tends to support the Magistrate Judge's finding. In both Doubleday and Sommer v. United States, 2011 WL 4433631, at *7 (S.D. Cal. Sept. 22, 2011), the disclosure of work product was ordered without the prior deposition of witnesses and based principally on the allegations in the complaint. The Doubleday court, like Magistrate Judge Kewalramani, was principally persuaded by the argument that “giving the attorneys an opportunity to respond to a question regarding their mental impressions without access to records would not be as conducive to a forthright answer as the file itself would provide.” Doubleday v. Ruh, 149 F.R.D. 601, 608 (E.D. Cal. 1993). In Perrin v. Cty. of Riverside, 2010 WL 11556698, at *3 (C.D. Cal. Mar. 12, 2010), the Magistrate Judge found substantial need where plaintiff had already deposed a district attorney, but nothing in that order suggests such deposition was required. Finally, while in Narog v. City of Redwood City, 2014 WL 1088297, at *7 (N.D. Cal. Mar. 17, 2014), the Magistrate Judge in a malicious prosecution lawsuit declined to find substantial need based only on allegations that the deponents' recollection might be poor, this was because poor recollection is an “ordinary risk” of litigation and therefore insufficient to established a substantial need for work product. This is clearly distinct from the more particularized concerns with reliance on deposition testimony identified by Magistrate Judge Kewalramani: that the bias and sophistication of the DA Defendants would likely render a deposition an inadequate substitute for requested documents.

*4 In the absence of any authority in support of County Defendants' objection, the Court cannot conclude that Magistrate Judge Kewalramani erred in compelling the production of work product prior to depositions or other efforts to obtain substantial equivalent documents. As discussed above, based on the allegations in the FAC and evidence submitted in support of Plaintiffs' motion to compel, it was reasonable to conclude that depositions or other documents that County Defendants have already produced were not substantially equivalent to those documents sought by Plaintiffs, and that only the documents of which Plaintiffs sought to compel production would tend to show evidence of the DA Defendants' motive or bias. This objection is OVERRULED.

C. Overbreadth

In a single conclusory paragraph, County Defendants argue that their objection to Plaintiffs' discovery requests as overbroad should have been sustained by Magistrate Judge Kewalramani. But County Defendants identify no legal or factual error and appear to have used this objection as an opportunity to contest the discretionary decision of Magistrate Judge Kewalramani. But in reviewing the discretionary decisions of the Magistrate Judge, the Court may not “substitute its judgment for that of the deciding court.” Avalos v. Foster Poultry Farms, 798 F. Supp. 2d 1156, 1160 (E.D. Cal. 2011) (citing United States v. BNS, Inc., 858 F.2d 456, 464 (9th Cir. 1988)). This objection is OVERRULED.

D. Attorneys' Fees

Plaintiffs seek the award of attorneys' fees for opposing this Motion under Federal Rule of Civil Procedure 37(a)(5). Rule 37(a)(5) provides that if a motion to compel discovery is granted, the court must order the party or deponent whose conduct necessitated the motion to pay the moving party's reasonable expenses incurred in making the motion, unless: (a) the movant filed the motion before attempting in good faith to obtain the disclosure or discovery without court action; (2) the opposing party's nondisclosure, response, or objection was substantially justified; or, (3) other circumstances make an award of expenses unjust. Fed. R. Civ. P. 37(a)(5)

Magistrate Judge Kewalramani previously declined to award attorneys' fees to Plaintiffs because the parties had “commendably briefed issues over which there appears to be a good faith dispute under reasonable readings of controlling precedent.” (MJ Order at17.) Here, however, County Defendants' objections fail to identify a single legal error or erroneous factual determination in the MJ Order. Indeed, County Defendants' objections fail to point to any controlling authority which would suggest that Magistrate Judge Kewalramani's order was contrary to law. At least one of their arguments – that Magistrate Judge Kewalramani relied only on the allegations in the FAC in determining that Plaintiffs demonstrated substantial need under Rule 26(b)(3)(A) – was simply incorrect as a matter of reading comprehension. What's more, their objections to the overbreadth of the MJ Order were conclusory and completely lacking in citation to the record or controlling precedent.

In light of the absence of controlling legal authority or factual error supporting County Defendants' objections, the Court cannot conclude that these objections were substantially justified or based on a good faith reading of controlling precedent. See Schueneman v. Arena Pharm., Inc., 2017 WL 3587961, at *2 (S.D. Cal. Aug. 21, 2017) (awarding attorneys' fees arising from opposition to objection to Magistrate Judge's discovery order because “the lack of controlling authority makes Plaintiffs' objections to Judge Major's order frivolous”). The Court will therefore award Plaintiffs reasonable attorneys' fees arising from their opposition to County Defendants' Motion.

*5 In light of the above, County Defendants objections to the MJ Order are OVERRULED. Plaintiffs' request for reasonable attorneys' fees arising from their opposition to County Defendants' Motion is GRANTED. Plaintiffs shall file a declaration and any other relevant evidence concerning the amount of attorneys' fees incurred in connection with their opposition to County Defendants' Motion by July 8, 2019. County Defendants may file a response objecting to the reasonableness of Plaintiffs' requested fees by July 15, 2019. The Court will thereafter issue an order requiring County Defendants' to pay reasonable fees in connection arising from Plaintiffs' opposition to their Motion. The July 1, 2019 hearing on this matter is VACATED.

IT IS SO ORDERED.

Consistent with Magistrate Judge Kewalramani's order, this order will refer to Defendants Ramos, Cope, Hackleman, Randles, and Schreiber as the “DA Defendants.”

County Defendants also claim that Plaintiffs are already in possession of documents such as those discussed in Doubleday, including witness transcripts and reports from before the initiation of the investigation of Plaintiffs. However, it appears that the MJ Order reasonably relied on the Declaration of Brian S. Ginter, submitted by County Defendants in opposition to Plaintiffs' motion to compel, which states that documents produced by a search of records maintained by the District Attorney's office covered only the time period from November 2, 2008 through May 9, 2019. (“Declaration of Brian S. Ginter,” Dkt. No. 173-1 ¶ 10.) In any case, Magistrate Judge Kewalramani also found that “all document related to the investigation and prosecution” would be relevant to Plaintiffs' claims, such that the documents already produced did not constitute substantial equivalents of those sought in the motion to compel.