Medimpact Healthcare Sys., Inc. v. IQVIA Inc.
Medimpact Healthcare Sys., Inc. v. IQVIA Inc.
2021 WL 5605209 (S.D. Cal. 2021)
June 29, 2021
Butcher, Daniel E., United States Magistrate Judge
Summary
The Court granted Defendants' request to compel the production of Plaintiffs' source code and revision history, and ordered Plaintiffs to produce the responsive source code and revision history to Defendants in accordance with the limiting agreement and the applicable protections described in the Protective Order. The Court found Defendants' expert's representations established a sufficient showing of the relevancy and necessity required for the discovery of the Electronically Stored Information.
Additional Decisions
MEDIMPACT HEALTHCARE SYSTEMS, INC., et al., Plaintiffs,
v.
IQVIA INC., et al., Defendants
v.
IQVIA INC., et al., Defendants
Case No.: 19-cv-1865-GPC (DEB)
United States District Court, S.D. California
Filed June 29, 2021
Counsel
Cary D. Sullivan, Jones Day, Irvine, CA, Daniel A. Lawton, Klinedinst, PC, Randall E. Kay, Alyssa Marie Moscrop, Nicholas Aaron Hodges, Jones Day, San Diego, CA, Jennifer D. Bennett, Dentons US LLP, San Francisco, CA, Sheila L. Shadmand, Pro Hac Vice, Jones Day, Washington, DC, for Plaintiffs MedImpact Healthcare Systems, Inc., MedImpact International LLC, MedImpact International Hong Kong Ltd.Alexander Guy Davis, Baker & McKenzie LLP, Palo Alto, CA, Ari M. Berman, Pro Hac Vice, Daryl Lian Kleiman, Pro Hac Vice, Kenneth W. Taber, Pro Hac Vice, Pillsbury Winthrop Shaw Pittman LLP, New York, NY, Stephen Andrew Swedlow, Pro Hac Vice, Quinn Emanuel Urquhart & Sullivan LLP, Michelle Renee Schmit, Pro Hac Vice, Chicago, IL, Teresa Harrold Michaud, Baker & McKenzie, Michael J. Finnegan, Pillsbury Winthrop Shaw Pittman LLP, Los Angeles, CA, Weldon Barton Rankin, Pro Hac Vice, Baker & McKenzie, Dallas, TX, Callie A. Bjurstrom, Pillsbury Winthrop Shaw Pittman LLP, San Diego, CA, for Defendants IQVIA Inc., IQVIA AG, Omar Ghosheh, Amit Sadana.
Ari M. Berman, Pro Hac Vice, Daryl Lian Kleiman, Pro Hac Vice, Kenneth W. Taber, Pro Hac Vice, Pillsbury Winthrop Shaw Pittman LLP, New York, NY, Stephen Andrew Swedlow, Pro Hac Vice, Quinn Emanuel Urquhart & Sullivan LLP, Michelle Renee Schmit, Pro Hac Vice, Chicago, IL, Teresa Harrold Michaud, Baker & McKenzie, Michael J. Finnegan, Pillsbury Winthrop Shaw Pittman LLP, Los Angeles, CA, Weldon Barton Rankin, Pro Hac Vice, Baker & McKenzie, Dallas, TX, Callie A. Bjurstrom, Pillsbury Winthrop Shaw Pittman LLP, San Diego, CA, for Defendant IQVIA LTD.
Butcher, Daniel E., United States Magistrate Judge
ORDER ON JOINT MOTION FOR DETERMINATION OF DISCOVERY DISPUTE
I. INTRODUCTION
*1 Before the Court is the parties' Joint Motion for Determination of Discovery Dispute. Dkt. No. 241. At issue are Defendants' Request for Production of Documents (“RFP”) Nos. 73 and 83. Through these RFPs, Defendants seek Plaintiffs' source code and revision history to (1) determine whether Plaintiffs' “trade secrets are legally protectable”; (2) show Defendants did not misappropriate Plaintiffs' trade secrets; (3) compare Plaintiffs' source code to a certain AIMS product code; and (4) “cure the prejudice to Defendants where Plaintiffs have access to both their source code and Defendants' source code.” Dkt. No. 241 at 4–7. Plaintiffs asserted various objections to the RFPs and argue their source code is not necessary because a “suitable alternative” exists and, based on their allegations in the Complaint, “code comparison is irrelevant.” Id. at 9, 12. For the reasons set forth below, the Court GRANTS Defendants' request to compel the production of Plaintiffs' source code and revision history.
II. LEGAL STANDARD
“[B]road discretion is vested in the trial court to permit or deny discovery ....” Hallett v. Morgan, 296 F.3d 732, 751 (9th Cir. 2002). “Parties may obtain discovery regarding any nonprivileged matter that is relevant to any party's claim or defense and proportional to the needs of the case ....” Fed. R. Civ. P. 26(b)(1). Even after the 2015 amendments to Rule 26, “discovery relevance remains a broad concept.” Fed. Nat'l Mortg. Ass'n v. SFR Invs. Pool 1, LLC, No.14-cv-02046-JAD-PAL, 2016 WL 778368, at *2 n.16 (D. Nev. Feb. 25, 2016); see also Odyssey Wireless, Inc. v. Samsung Elecs. Co., Ltd, No. 15-cv-01735-H (RBB), 2016 WL 7665898, at *7 (S.D. Cal. Sept. 20, 2016) (“Relevance is construed broadly to include any matter that bears on, or reasonably could lead to other matters that could bear on, any issue that may be in the case.”) (citing Oppenheimer Fund, Inc. v. Sanders, 437 U.S. 340, 350–51 (1978)).
“A trade secret must and should be disclosed where upon a proper showing it is made to appear that such disclosure is relevant and necessary to the proper presentation of a plaintiff's or defendant's case.” Hartley Pen Co. v. United States District Court, 287 F.2d 324, 328 (9th Cir. 1961); see also In re Apple & AT & TM Antitrust Litig., No. 07-cv-05152-JW-PVT, 2010 WL 1240295, at *2 (N.D. Cal. Mar. 26, 2010) (“Because the iPhone source code is a trade secret, plaintiffs have the burden to establish that it is both relevant and necessary.”).
III. DISCUSSION
In support of their request, Defendants submit the affidavit of a forensic software analyst stating access to Plaintiffs' source code is relevant to:
• the analysis of Plaintiffs' software and file layout trade secrets; and
• establish[ ] baseline dates for when a software file that contains or implements an alleged trade secret was first developed to determin[e] ... questions such as “Who used this technique first?' and ‘At the time the program was written, were the specific processes or algorithms alleged to be secret already widely known, published, and/or used by others?”
*2 Dkt. No. 241-6 at 4–5.
Additionally, the analyst's affidavit states the source code is necessary to:
• determine the inner workings of the software, and to identify the specific processing techniques, design, algorithms, processing logic, data flow, file formats, and the interrelationships between system components;
• analyze the internal workings of Plaintiffs' software, such as the specific operation of Plaintiffs' software with respect to Plaintiffs' alleged trade secrets, including the data algorithms and processing that implement Plaintiffs' alleged trade secrets;
• evaluat[e] Plaintiffs' trade secret allegations;
• assess whether Plaintiffs' alleged trade secrets are proprietary; and
• assess any alleged overlap between the functionalities or features of Plaintiffs' and Defendants' offerings.
Id. at 3–7. Specifically, the analyst opines that “[t]he design, structure and processing associated with the functionality of these modules and their respective actions can best be discerned by reviewing their source code,” and “[w]ithout [the source code] information[,] it will be exceedingly difficult, if not impossible, to determine whether Plaintiffs' trade secret allegations have any factual basis.” Id. at 5, 6.
The Court finds Defendants' expert's representations establish a sufficient showing of the relevancy and necessity required for discovery of Plaintiffs' source code and revision history. See Calendar Research LLC v. StubHub, Inc., No. 17-cv-4062-SVW-SSx, 2017 WL 10378338, at *10 (C.D. Cal. Nov. 14, 2017) (compelling source code where “[h]aving access to the source code as a whole will enable Plaintiff's expert to test [defendant's] assertions and to identify and examine any portions that may contain evidence to support Plaintiff's claim”); see also Stoneeagle Services, Inc. v. Gillman, No. 11-cv-2408-P, 2013 WL 12124325, at *4 (N.D. Tex. Feb. 25, 2013) (compelling source code and rejecting plaintiff's contention that source code “has no relevance to the instant case because it was never disclosed to [d]efendants and [p]laintiff does not contend that [d]efendants copied it” based on testimony that the source code appeared to nonetheless be “integral to the medical payment system at issue”); Vesta Corp. v. Amdocs Mgmt. Ltd., 14-cv-1142-HZ, 2017 WL 714354, at *2 (D. Or. Feb. 21, 2017) (compelling source code and rejecting defendants' argument that “[p]laintiff did not share source code with [d]efendants and, thus [d]efendants could not have copied [p]laintiff's source code” because “[p]laintiff does not have [to] prove that [d]efendants accessed and copied [p]laintiff's source code in order for [d]efendants' source code to be relevant to show the extent to which [d]efendants implemented [p]laintiff's confidential trade secrets”).
Plaintiffs' objections in their amended responses to Defendants' RFP Nos. 73 and 83 (i.e., relevance, overly broad and unduly burdensome, and Plaintiffs “made no allegations that Defendants misappropriated [Plaintiffs'] source code”) and arguments in the Joint Motion (i.e., Plaintiffs' source code is not necessary and there are alternatives available) do not overcome this showing.
*3 First, Plaintiffs make no particularized showing of an undue burden. See In re Google Litig., No. 08-cv-03172-RMW (PSG), 2011 WL 286173, at *5 (rejecting Google's burdensomeness objection to source code related production because “Google offers no concrete, particularized evidence regarding the undue burden”). The requests also do not appear overbroad because “Defendants have agreed to limit the time period of the Source Code RFPs to the discovery period, and request source code for only those offerings that incorporate, contain, implement, or support Plaintiffs' alleged trade secrets.” Dkt. No. 241 at 4 n.2.
Finally, Plaintiff's contentions that their source code is unnecessary based on the allegations in their Complaint and because Defendants have access to Plaintiffs' “interactive real-time [MedAccess] application” and “other non-source-code” documents are not persuasive. See Burnett v. Ford Motor Co., No. 13-cv-14207, 2015 WL 1527875, at *5 (S.D.W.Va. Apr. 3, 2015) (compelling source code and rejecting similar arguments because “Plaintiffs should not be forced to rely on Ford's determination as to what is the ‘most relevant’ evidence in its possession.”).
In sum, the Court finds Plaintiffs' source code and revision history relevant and necessary here and overrules Plaintiffs' objections to Defendants' RFP Nos. 73 and 83. Plaintiffs, therefore, must produce responsive source code and revision history to Defendants in accordance with Defendants' limiting agreement (Dkt. No. 241 at 4 n.2) and the applicable protections described in section 9 of the Protective Order (Dkt. No. 179) on or before July 16, 2021.[1]
IT IS SO ORDERED.
Footnotes
Plaintiffs fail to explain how the “current protective order does not contain a protocol for the potential production of MedImapct's source code.” Compare Dkt. No. 241 at 13 n.12 (Plaintiffs' position in the Joint Motion), with Dkt. No. 179 at 10–21 (Protective Order detailing the terms for “Disclosure of Source Code information”). To the extent Plaintiffs seek to amend the Protective Order, they are directed to first meet and confer with Defendants.