*1 Before the Court are Defendant's appeals from three of Magistrate Judge H. Bruce Guyton's discovery-related orders (Docs. 79, 82[1]) and an order denying Defendant's motion to amend his answer (Doc. 54). For the following reasons, the Court will VACATE the order on Plaintiffs’ motion for a protective order (Doc. 79), AFFIRM the order on Plaintiffs’ motion to compel (Doc. 79), AFFIRM the order on Defendant's motion to compel (Doc. 82), and AFFIRM the order on Defendant's motion to amend his answer (Doc. 54).

I. BACKGROUND

In October 2018, Rainsford submitted an article to the Knoxville Daily Sun newspaper in which he detailed Plaintiffs’ allegedly “predatory” business practices relating to the purchase and collection of distressed debt. (Doc. 1-2, at 6.) In April 2019, Plaintiffs Apex Bank, Matthew Daniels, and Brad Hailey (collectively, “Apex” or “Plaintiffs”) sued Rainsford in the Circuit Court for Knox County alleging that the article was defamatory and tortiously interfered with their business. (See generally id.) The core of the allegations are as follows:

(Id. at 6.) Rainsford, proceeding pro se, removed the action to this Court. (See Doc. 1-1.)

In May 2019, Rainsford created a website and published a blog-style post with content substantially similar to that in the 2018 article. (Doc. 1-1, at 1, in Case No. 3:20-cv-198.) In May 2020, Plaintiffs again sued Rainsford for his publication of the online post and alleged defamation and tortious interference with business relationships. (See Doc. 1 in Case No. 3:20-cv-198.) The core of the allegations are as follows:

(Doc. 1, at 2–3, in Case No. 3:20-cv-198.) Rainsford answered and counterclaimed for abuse of process. (See Doc. 8 in Case No. 3:20-cv-198.) The Court ultimately denied Rainsford's motion to dismiss under the Tennessee Public Participation Act and dismissed without prejudice his counterclaim for abuse of process. (See Doc. 21 in Case No. 3:20-cv-198.)

*2 In the first-filed case, the parties conducted a significant amount of discovery before the Court consolidated the two matters. (See Doc. 84.) Very early in the litigation, Rainsford sent Apex two interrogatories:

(Doc. 18-1, at 2–3.) Apex sought a protective order, arguing that this information was “not relevant to the Defendant's defense of the Plaintiff's defamation claim” and “not proportional to any aspect of this case.” (Doc. 9, at 2–3.) Magistrate Judge Guyton granted the motion, agreeing with Apex that the interrogatories “are not relevant to this defamation and tortious interference with business case” and “grossly overbroad and disproportional.” (Doc. 19, at 2–3.) Rainsford appealed (Doc. 22), and this Court affirmed Magistrate Judge Guyton, though only on the basis that “requesting information about each and every loan or judgment ... over a ten-year period [is] overly broad and disproportional” to the needs of the case. (Doc. 24, at 2.) This Court did not conclude that the information sought was irrelevant. (See id. at 1–2.)

After depositions and other discovery, Rainsford sent a narrowed interrogatory seeking similar information:

*3 (Doc. 52-1, at 3.) Plaintiffs again sought a protective order (Doc. 52), and Magistrate Judge Guyton again granted one, reasoning:

(Doc. 74, at 3.) Rainsford now appeals that decision. (Doc. 79.)

Magistrate Judge Guyton also denied Rainsford's motion to compel deposition responses (Doc. 78), which Rainsford has appealed (Doc. 82). That motion, however, states that “[i]f the Court reverses the Magistrate Judge's Protective Order, then the Defendant will be happy to withdraw this Appeal.” (Id. at 4.) Because the Court will reverse the protective order, Rainsford's appeal of the denial of his motion to compel need not be considered.

II. DISCUSSION

A judge “may designate a magistrate judge to hear and determine any pretrial matter pending before the court” except for certain motions not at issue here. 28 U.S.C. § 636(b)(1)(A). In this district, magistrate judges are so designated “without the necessity of an order of referral.” Standing Order 13-02 (revised). “A judge of the court may reconsider any pretrial matter ... where it has been shown that the magistrate judge's order is clearly erroneous or contrary to law.” 28 U.S.C. § 636(b)(1)(A). “This standard requires the District Court to review findings of fact for clear error and to review matters of law de novo.” Bisig v. Time Warner Cable, Inc., 940 F.3d 205, 219 (6th Cir. 2019) (cleaned up). “A factual finding is clearly erroneous when although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed.” Id. (cleaned up). “An order is contrary to law when it fails to apply or misapplies relevant statutes, case law, or rules of procedure.” Id. (cleaned up).

The Federal Rules of Civil Procedure provide that:

Fed. R. Civ. P. 26(b)(1). Relevance under this rule “has been construed broadly to encompass any matter that bears on, or that reasonably could lead to other matter that could bear on, any issue that is or may be in the case.” Oppenheimer Fund, Inc. v. Sanders, 437 U.S. 340, 351 (1978). By definition, relevance requires the Court to analyze the substantive law that supplies the claim or defense.

*4 “To establish a claim for defamation, ‘the plaintiff must establish that: (1) a party published a statement; (2) with knowledge that the statement is false and defaming to the other; or (3) with reckless disregard for the truth of the statement or with negligence in failing to ascertain the truth of the statement.’ ” Brown v. Mapco Exp., Inc., 393 S.W.3d 696, 708 (Tenn. Ct. App. 2012) (quoting Sullivan v. Baptist, 995 S.W.2d 569, 571 (Tenn. 1999)). “For the defendant to be liable for defamation, ‘there must be publication of matter that is both defamatory and false.’ ” Id. (emphasis added) (quoting W. Page Keeton, Prosser and Keeton on Torts § 116, p. 839). Because “only statements that are false are actionable” as defamation, “truth is, almost universally, a defense.” Brown v. Christian Brothers Univ., 428 S.W.3d 38, 50 (Tenn. Ct. App. 2013) (quoting West v. Media Gen. Convergence, Inc., 53 S.W.3d 640, 645 (Tenn. 2001)); see also Stone River Motors, Inc. v. Mid-South Pub. Co., 651 S.W.2d 713, 719–20 (Tenn. Ct. App. 1983) (“[I]t is not necessary to prove the literal truth of the accusation in every detail [to establish a truth defense] ... it is sufficient to show that the imputation is substantially true, or, as it is often put, to justify the ‘gist,’ the ‘sting,’ or the ‘substantial truth’ of the defamation.”) (quoting W. Prosser, Law of Torts § 116, p. 798 (4th ed. 1971)), abrogated on other grounds by Milkovich v. Lorain J. Co., 497 U.S. 1 (1990).

Plaintiffs allege that Rainsford made defamatory statements about Apex's purchase and collection of debt. (See Doc. 1-2; Doc. 1 in Case No. 3:20-cv-198.) Rainsford has answered and asserted the defense that his statements about Apex's debt-purchase practices were true. (Doc. 7, at 3 (“Defendant stands upon his First Amendment right of free speech and believes that everything he has said is absolutely true and is an accurate representation of the Plaintiff's business strategy.”); Doc. 8, at 3, in Case No. 3:20-cv-198 (same)); see also Brown, 428 S.W.3d at 50 (“[T]ruth is, almost universally, a defense.”). Parties may obtain through discovery “any nonprivileged matter that is relevant to any party's claim or defense,” provided the material obtained is “proportional to the needs of the case.” Fed. R. Civ. P. 26(b)(1) (emphasis added). Because Rainsford may defeat Plaintiffs’ defamation claim by showing that the statements were substantially true, see Stone River Motors, Inc., 651 S.W.2d at 719–20, the material Rainsford seeks—information revealing the extent and nature of Apex's debt-purchase practices—appears to be entirely relevant to his defense.

Apex, however, argues that this information is irrelevant because Tennessee law “require[s] that the truth be known prior to the making of the statement” alleged to be defamatory, apparently without regard for whether the statement is actually true. (Doc. 85, at 5.) Plaintiffs do not cite a single case for this proposition, but instead isolate a subsection of Tennessee Pattern Jury Instruction—Civil 7.02: “[T]he plaintiff must prove ... [t]hat the defendant [was negligent][acted recklessly] in failing to determine if the statement was true before communicating it, or that the defendant knew the statement was false before communicating it.” But this is an incomplete usage of this pattern instruction. An accompanying note explains that in cases where “truth is raised as a defense, [Tennessee Pattern Instruction]—Civil 7.03 should be used.” Use Note, Tenn. Pattern Jury Instruction—Civil 7.02.[3] The cross-referenced instruction provides:

Tenn. Pattern Instruction—Civil 7.03. Notably absent is any discussion of the defendant's mental state. Quite the opposite, when truth is raised as a defense and the jury finds that the statement was substantially—not even absolutely or mathematically—true, then it must find for the defendant. Plaintiffs’ position cannot be squared with this language, nor seemingly with any good-faith reading of Tennessee law. A substantially true statement—made even by a person who does not know first-hand that it is true—does not support a defamation claim.

*5 Plaintiffs also argue that “Defendant's stated assertions that Apex Bank operates in a ‘predatory’ manner simply because it profits from buying loans as part of its business is entirely without any rational or legal support.... The loans and mortgages sought have no bearing on the truthfulness of Defendant's statements at issue.” (Doc. 85, at 6–7.) But Apex alleges that Rainsford defamed them when he stated, among other things, that Apex:

(Doc. 1-2, at 6.) Contrary to Apex's assertion, then, the nature of their debt-related business practices are entirely relevant to whether the “gist” or “sting” of Rainsford's article—that Apex bought debt, collected upon it, and hurt people in the process—was substantially true. Plaintiffs’ argument essentially seeks to litigate the merits of this case without disclosing information that bears upon, and may even control, its ultimate resolution. Accordingly, the Court must conclude that Rule 26(b)(1) permits Rainsford to discover the material he seeks, so long as it is proportional to the needs of the case.

Proportionality turns on “the importance of the issues at stake in the action, the amount in controversy, the parties’ relative access to relevant information, the parties’ resources, the importance of the discovery in resolving the issues, and whether the burden or expense of the proposed discovery outweighs its likely benefit.” Fed. R. Civ. P. 26(b)(1). Each of the two complaints seeks not less than $1,000,000 in damages, for a total amount in controversy of at least $2,000,000. (Doc. 1-2, at 10; Doc. 1, at 7, in Case No. 3:20-cv-198.) Rainsford is defending this multi-million-dollar action by a bank and its officers pro se, suggesting a lack of resources on his part. Rainsford cannot establish his truth defense without information that Apex alone holds, meaning that access to relevant information is both asymmetrical and critical to resolving the issues before the Court. And while Plaintiffs argue that it would be costly to produce these records, the Federal Rules scarcely allow them to sue someone for two million dollars and then refuse to produce the only records that could substantiate that person's defense. Rainsford is entitled to present a truth defense, needs Apex's debt-collection records to do so, and now seeks those records. This is not a fishing expedition, as Plaintiffs contend, but necessary production under the Federal Rules. In sum, Plaintiffs subjected the truth of their business practices to the necessities of civil process when they sued Rainsford for defamation. The Court rejects Plaintiffs’ hollow complaint that the same truth is too costly to produce.

The Court, however, is sensitive to Plaintiffs’ argument that certain financial information requested by Rainsford may be confidential under privacy statutes and regulations. To that end, the Federal Rules allow the Court to tailor a solution that protects these various considerations:

Fed. R. Civ. P. 23(c)(1).

Accordingly, the Court VACATES Magistrate Judge Guyton's grant of the protective order (Doc. 74) to the extent it prevented any disclosure. The Court DENIES Plaintiffs’ motion for a protective order (Doc. 52). Plaintiffs are ORDERED to respond to Rainsford's discovery request within thirty days of this Order. Fed. R. Civ. P. 23(c)(2) (“If a motion for a protective order is wholly or partly denied, the court may, on just terms, order that any party or person provide or permit discovery.”). Furthermore, the parties are ORDERED not to disclose the contents of the discovered material outside the scope of this litigation for the time being. Should the material need to be filed with this Court, the parties may move to file it under seal. If Plaintiffs believe that a disclosure would violate state or federal privacy laws, they SHALL so inform the Court within twenty-one days of this Order, shall explain exactly how the disclosure would violate the law, and shall propose a solution, including the possibility of producing partially redacted documents as necessary. Furthermore, the parties are ORDERED to file a status report within thirty days of this Order apprising the Court of their compliance with these terms.

Defendant initially appealed Magistrate Judge Guyton's decision (Doc. 74) granting Plaintiffs’ motion to compel a second deposition (Doc. 58). The Court understands that the parties have since agreed to conduct a second deposition at a location in South Carolina. The Court therefore AFFIRMS Magistrate Judge Guyton's decision on Plaintiffs’ motion to compel (Docs 58, 74).

Defendant initially appealed Magistrate Judge Guyton's decision (Doc. 78) denying his motion to compel a second deposition of Plaintiffs Daniels and Hailey (Doc. 72). Defendant's motion, however, explains that if “the Court reverses the Magistrate Judge's Protective Order, then the Defendant will be happy to withdraw this Appeal” because the information sought is substantially the same. (Doc. 82, at 4.) Because the Court is effectively reversing that decision, the Court deems this appeal (Doc. 82) withdrawn and AFFIRMS the underlying order (Doc. 78).

*7 Defendant appeals Magistrate Judge Guyton's denial (Doc. 48) of his motion to amend his answer (Doc. 37) to include a counterclaim for abuse of process. Magistrate Judge Guyton reasoned, among other things, that the amendment would be futile because the counterclaim could not withstand a motion to dismiss for failure to state a claim under Rule 12(b)(6). This Court has already reached the same conclusion in the second-filed case (Doc. 21, in Case No. 3:20-cv-198). Accordingly, Magistrate Judge Guyton's denial (Doc. 48) is AFFIRMED, though without prejudice to future filing of an abuse of process claim against Plaintiffs.

III. CONCLUSION

The Court AFFIRMS Magistrate Judge Guyton's order denying Rainsford's motion to amend (Doc. 48) and therefore DENIES Rainsford's appeal of that order (Doc. 54). The Court AFFIRMS Magistrate Judge Guyton's order denying Rainsford's motion to compel (Doc. 78) and therefore DENIES Rainsford's appeal of that order (Doc. 82). The Court AFFIRMS Magistrate Judge Guyton's order granting Plaintiffs’ motion to compel (Doc. 74) and therefore DENIES IN PART Rainsford's appeal of that order (Doc. 79).

The Court VACATES Magistrate Judge Guyton's order granting Plaintiffs’ motion for protective order (Doc. 79) and therefore GRANTS Rainsford's appeal of that order (Doc. 79). The Court DENIES Plaintiffs’ motion for a protective order (Doc. 52). Plaintiffs are ORDERED to respond to Rainsford's discovery request within thirty days of this Order. Furthermore, the parties are ORDERED not to disclose the contents of the discovered material outside the scope of this litigation for the time being. Should the material need to be filed with this Court, the parties may move to file it under seal. If Plaintiffs believe that a disclosure would violate state or federal privacy laws, they SHALL so inform the Court within twenty-one days of this Order, shall explain exactly how the disclosure would violate the law, and shall propose a solution, including the possibility of producing partially redacted documents as necessary. Furthermore, the parties are ORDERED to file a status report within thirty days of this Order apprising the Court of their compliance with these terms.

SO ORDERED.

These matters were consolidated into case number 3:19-cv-130. (Doc. 84.) Record citations refer to that docket unless otherwise noted.

Probably should be “tortiously”; so in original.

This note does not apply in cases controlled by Philadelphia Newspapers, Inc. v. Hepps, 475 U.S. 767, 767 (1986), in which the Supreme Court of the United States held that a newspaper speaking on a matter of public concern about a private citizen can be liable to the private-figure plaintiff only if the plaintiff proves that the statement was false. This essentially shifts the burden to the plaintiff to prove falsity, rather than requiring the defendant to prove truth as a defense. In this case, the parties have not addressed the private/public figure distinction or whether the speech at issue was a matter of public concern.