I. SUMMARY

*1 Pending before the Court is Plaintiffs' Motion to Compel Further Discovery Responses (“Motion to Compel”) which essentially requests that the Court order three defendants – Genesis Healthcare LLC (“GHLLC”), Genesis Healthcare, Inc. (“GHI”), and Genesis Administrative Services, LLC (“GAS”) (collectively “Genesis Defendants”) – to provide supplemental responses/documents responsive to multiple interrogatories and document requests[1] The Court heard argument on the Motion to Compel on January 26, 2021 and, after receiving further briefing, submitted the matter for decision on February 1, 2021. (Docket Nos. 72, 74).

Based upon the Court's consideration of the parties' submissions in connection with the Motion to Compel, and as detailed and explained below, the Court grants in part and denies in part the Motion to Compel. To the extent the Court herein orders the Genesis Defendants to produce additional discovery/ discovery responses, the Genesis Defendants shall do so within thirty (30) days of the date of this Order.

II. BACKGROUND

A. Pleadings/Schedule

On September 20, 2018, Plaintiffs Juana Olivos Valdez and Danillie Willie filed a Class Action & Representative Action Complaint in Los Angeles County Superior Court against GHLLC, which such Defendant removed to federal court on February 18, 2019, based upon the Class Action Fairness Act of 2005 (“CAFA”), 28 U.S.C. § 1332(d). (Docket No. 1).

*2 On February 18, 2019, GHLLC filed its Certification of Interested Entities or Persons, identifying five interested persons/entities: Plaintiffs Valdez and Willie, itself (GHLLC), GHI, and Alexandria Care Center, LLC (“ACC”). (Docket No. 3; Sabourian Decl. ¶ 21; Sabourian Ex. Z).

On October 8, 2019, the District Judge issued its Case Management and Scheduling Order Re Jury Trial (“Initial Scheduling Order”) which, among other things, set December 19, 2019 as the deadline to amend. (Docket No. 27).

On December 12, 2019 – a week before the December 19, 2019 deadline to amend – the District Judge granted Plaintiff's motion for leave to file a first amended complaint. (Docket Nos. 27, 34).

On December 16, 2019, Plaintiffs Valdez and Willie, and a new third Plaintiff, Patricia Theus, filed the operative First Amended Class Action & Representative Action Complaint (“First Amended Complaint” or “FAC”) against the Genesis Defendants (GHLLC, GHI, and GAS), ACC, The Rehabilitation Centre of Beverly Hills (“RCBH”); and Doe Defendants 1-100, asserting multiple California state law employment claims: (1) failure to provide required meal periods; (2) failure to provide required rest periods; (3) failure to pay overtime wages; (4) failure to pay minimum wage; (5) failure to pay all wages due to discharged and quitting employees; (6) failure to furnish accurate itemized statements; (7) failure to indemnify employees for necessary expenditures incurred in discharge of duties; (8) unfair and unlawful business practices; and (9) a claim for penalties under the California Labor Code Private Attorneys General Act. (Docket No. 35; Sabourian Decl. ¶ 23; Sabourian Ex. BB).[2]

The First Amended Complaint alleges that (1) Plaintiff Valdez formerly worked as a non-exempt Certified Nursing Assistant for GHLLC, GHI, GAS and/or ACC;[3] (2) Plaintiff Willie formerly worked as a non-exempt Certified Nursing Assistant for GHLLC, GHI, and/or GAS;[4] and (3) Plaintiff Theus formerly worked as a non-exempt Certified Nursing Assistant for GHLLC, GHI, GAS and/or RCBH.[5] (FAC ¶¶ 3-5). They sue on behalf of themselves and the putative class, i.e., all current and former non-exempt employees of “DEFENDANTS”[6] in the State of California at any time within the period beginning four (4) years prior to the filing of the original complaint in this action (i.e., September 20, 2014) and ending at the time of class certification. (FAC ¶ 7). The First Amended Complaint further alleges that “DEFENDANTS” were the joint employers of Plaintiffs and the putative class members, that “[o]ne or more of the DEFENDANTS maintained sufficient control over its subsidiaries, affiliates, and business partners such that they could and/or did affect the wages, hours, and working conditions” of the putative class members (FAC ¶ 14), that “DEFENDANTS were the alter egos, divisions, affiliates, integrated enterprises, joint employers, subsidiaries, parents, principals, related entities, co-conspirators, authorized agents, partners, joint venturers, and/or guarantors, actual or ostensible, of each other[,]” and that “[e]ach Defendant was completely dominated by his, her or its co-Defendant, and each was the alter ego of the other[ ]” (FAC ¶ 15).

*3 On January 7, 2020 and February 10, 2020, the Genesis Defendants, ACC and RCBH filed their Answers. (Docket Nos. 39, 41).

On April 23, 2020, the District Judge issued an Order to Modify Scheduling Order, approving the parties' stipulation. (Docket Nos. 45, 46).[7]

On December 16, 2020, the Court vacated its April 23, 2020 Order/amended schedule of pretrial and trial dates until further notice after resolution of a class certification motion, and set February 26, 2021, as the deadline by which Plaintiffs must file a motion for class certification in this case, with April 2, 2021 as the last hearing date on that motion. (Docket No. 63; Sabourian Decl. ¶ 28; Sabourian Ex. GG).

On February 19, 2021, the Magistrate Judge, with the authorization of the District Judge, vacated the February 26, 2021 deadline to file a motion for class certification and the April 2, 2021 deadline for the hearing of such motion, and, in pertinent part, directed Plaintiffs to file a motion for class certification two weeks after (a) this Court's denial of the Motion to Compel if such motion is denied in its entirety; or (b) Defendants' deadline to produce items called for by any order of the Court granting/granting in part the Motion to Compel. (Docket No. 79). The Court further directed that the motion for class certification be noticed for hearing before the District Judge (who hears civil motions on Fridays at 9:30 a.m.) on a date which affords Defendants at least thirty (30) days to file an opposition. (Docket No. 79).

B. Discovery

On August 28, 2019, Plaintiff Valdez served three Interrogatories and Plaintiffs Valdez and Willie served thirty Requests for the Production of Documents on the then sole Defendant GHLLC (collectively, “First Set of Discovery Requests”). (Sabourian Decl. ¶ 3; Sabourian Exs. A, B).

In September 2019, Defendant GHLLC and Plaintiffs Valdez and Willie exchanged initial disclosures. (Graham Decl. ¶¶ 2, 3; Graham Exs. A, B). GHLLC's initial disclosures identified Valdez, Willie, Michael Berg, ACC executive director Glenn Padama, and Bay Crest executive director Gabriela Martinez as individuals who may have discoverable information in support of its defenses and/or to refute Plaintiffs' allegations. (Graham Ex. A). Plaintiffs' initial disclosures identified Valdez, Willie, Theus, Holly Jenner (a general manager/instructor for GHLLC), three supervisors/nurses for GHLLC – Evelyn [Last Name Unknown (“LNU”)], Florence LNU, and Diana LNU – and one trainer for GHLLC, Kristie LNU, as individuals who they currently believed were likely to have discoverable information which Plaintiffs may use to support their claims. (Graham Ex. B).

On October 14, 2019, GHLLC served responses to the First Set of Discovery Requests which consisted of objections and a statement that such Defendant did not employ Plaintiffs or any other person in California at anytime during the relevant time period. (Sabourian Decl. ¶ 4; Sabourian Exs. C, D).[8]

*4 As noted above, on December 16, 2019, Plaintiffs filed the operative First Amended Complaint, adding Theus as a Plaintiff and adding GHI, GAS, ACC and RCBH as Defendants. (Docket No. 35; Sabourian Decl. ¶ 23; Sabourian Ex. BB).

On March 24, 2020, Plaintiffs Valdez, Willie and Theus served twenty Interrogatories each and thirty Requests for Production each on GHI and GAS (collectively, “Second Sets of Discovery Requests”). (Sabourian Decl. ¶¶ 6, 7;[9] Sabourian Exs. G-L).

On or about March 26, 2020, Plaintiffs' counsel sought to meet and confer regarding GHLLC's October 14, 2019 responses to the First Set of Discovery Requests which had been propounded and responded to prior to the filing of the First Amended Complaint. (Graham Decl. ¶ 4; Graham Ex. C).

On April 27, 2020 – after the parties had telephonically conferred on April 13, 2020 – GHLLC served supplemental responses to the First Set of Discovery Requests, essentially consisting of objections and a statement that such Defendant did not have responsive documents or information. (Sabourian Decl. ¶ 5; Sabourian Exs. E, F; Graham Decl. ¶ 5).

On June 9, 2020, GHI and GAS served their responses to the Second Sets of Discovery Requests, which consisted of objections and a statement that such Defendants did not employ Plaintiffs or any other person in California, essentially conveying they assertedly had no responsive information or documents. (Sabourian Decl. ¶¶ 8, 9; Sabourian Exs. M-R).

On August 17, 2020, Plaintiffs' counsel sought to meet and confer regarding the “Genesis Entities’ ” discovery responses. (Graham Decl. ¶ 6; Graham Ex. D).

On August 26, 2020, Plaintiffs conducted a deposition of the Genesis Defendants' Fed. R. Civ. P. 30(b)(6) designee Michael T. Berg, Deputy General Counsel for GAS. (Sabourian Decl. ¶ 10; Sabourian Ex. S; Graham Decl. ¶ 7; Graham Ex. E). Berg testified regarding the corporate structure of the Genesis Defendants to the following effect: Defendant GHI is a holding company and the “ultimate parent company” of hundreds of subsidiaries that provide health care services.[10] It owns equity of operators of nursing homes and providers of other health care services.[11] It does not operate anything itself and it does not have any employees. It has a subsidiary called Sunset Healthcare Group, Inc which owns FC-Gen Operations Investment, LLC, which owns Gen Operations I, LLC, which owns Gen Operations II, LLC, which owns defendant GHLLC.[12] GHLLC is thus an indirect subsidiary of GHI and GHI does not itself own the membership interests of GHLLC. GHLLC owns Genesis Holdings, LLC, which owns GAS.[13] GAS is effectively the provider of back office services to subsidiaries of GHI that operate nursing homes or other types of health care services, such as services for taxes, legal matters, payroll,[14] human resources (e.g., drafting/preparation of employee handbooks), accounts payable, treasury, risk management, purchasing, and benefits. GAS provides such administrative services under administrative service agreements with individual health care facilities but it does not employ any people who work within individual health care facilities. GAS had/has an administrative services agreement with Defendant ACC pursuant to which it provides/would provide back office services such as payroll, accounts payable, tax, legal, etc.[15] It helped/would have helped ACC draft policies and procedures, including employment and wage and hour policies.[16] ACC is owned by Summit Care, LLC, which is owned by Summit Care Parent, LLC which is owned by Skilled Healthcare, LLC, which is owned by defendant GHLLC. Thus, ACC is indirectly owned by GHLLC. (Sabourian Ex. S; Graham Ex. E).

*5 On August 26, 2020, Plaintiffs' counsel emailed counsel for the Genesis Defendants, following up on the aforementioned August 17, 2020 communication. (Graham Decl. ¶ 8; Graham Ex. F). On August 27, 2020 – as it was the view of the Genesis Defendants' counsel that the topics in issue had largely been covered during Berg's deposition – such counsel responded with an inquiry as to whether any issues still remained after Berg's deposition and if so, what they were. (Graham Decl. ¶ 8; Graham Ex. F). Plaintiffs' counsel assertedly did not respond to such communication. (Graham Decl. ¶ 8).

On September 15, 2020, the Court issued a Protective Order to govern discovery in this matter. (Docket No. 49; Sabourian Decl. ¶ 24; Sabourian Ex. DD).

On November 2, 2020, Plaintiffs' counsel sent a Local Rule 37-1 letter to counsel for the Genesis Defendants, essentially requesting that such Defendants amend/supplement their discovery responses and participate in a meet and confer session. (Sabourian Decl. ¶ 11).

On November 12, 2020, during a telephonic meet and confer session, counsel for the Genesis Defendants essentially conveyed that such Defendants did not believe it was necessary to supplement/ further supplement their responses to the First and Second Sets of Discovery Requests. (Sabourian Decl. ¶ 12; Graham Decl. ¶ 9).[17] On November 25, 2020, Plaintiffs' counsel sent a follow-up letter to opposing counsel. (Sabourian Decl. 13; Sabourian Ex. U).

Between December 3, 2020 and December 10, 2020, the parties further conferred and ultimately, counsel for the Genesis Defendants essentially conveyed that GHI and GAS would supplement their responses to the Second Sets of Discovery Requests in the same way that GHLLC had supplemented its responses to the First Set of Discovery Requests.[18] (Sabourian Decl. ¶¶ 14, 15, 17, 18; Sabourian Exs. V-X).

The Genesis Defendants assertedly have not denied in their discovery responses or during the parties' meet and confer efforts that any of the requested information/documents are available to them, or, with the exception of RCBH, that they do not own or control the entities that operate the Genesis healthcare facilities in California. (Sabourian Decl. ¶ 19).[19]

As the parties were unable to resolve their disputes regarding the First and Second Sets of Discovery Requests, the Motion to Compel followed. As noted above, the Court held a hearing on the Motion to Compel on January 26, 2021. (Docket No. 72). Among other things, the Court considered Defendants' objections to Plaintiffs' submission of multiple declarations with Plaintiffs' Supplemental Memorandum.[20] See supra note 1. The Court elected to permit consideration of the matters to which Defendants objected, but authorized Defendants to make a supplemental submission responding to Plaintiffs' Supplemental Memorandum and supporting documents and further directed Defendants to include specified data in such submission. (Docket No. 72).[21]

*6 In response to the Court's directive, Defendants' made a further submission which responded to Plaintiffs' Supplemental Memorandum[22] and included the Declaration of Gwendolyn Eagen, which, in summary, essentially reflects: Between 2015 and 2021, GHI indirectly owned between approximately 30 and 44 subsidiaries in California with between approximately 3,417 and 7,300 non-exempt employees.[23] (Eagen Decl. ¶¶ 5, 6). Between 2015 and 2021, GHI indirectly owned between approximately 25 and 40 subsidiaries in California with between approximately 2,357 and 3,509 non-exempt employees working in nursing positions providing direct patient care.[24] (Eagen Decl. ¶¶ 7, 8). In comparison, Defendant ACC – [an indirect subsidiary of GHI and GHLLC where Plaintiff Valdez worked as a non-exempt Certified Nursing Assistant] – has a total of 143 non-exempt employees, including 125 non-exempt employees working in a nursing position providing direct patient care. (Eagen Decl. ¶ 9). GHI's indirect ownership interest in subsidiaries in California decreased to less than a majority in 14 out of 26 subsidiaries in 2020 and 18 out of 25 subsidiaries in 2021. (Eagen Decl. ¶ 12).

III. PERTINENT LAW

A. General Discovery Rules

Pursuant to Rule 26(b)(1) of the Federal Rules of Civil Procedure, “[p]arties 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, considering 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). Information within the foregoing scope of discovery need not be admissible in evidence to be discoverable. Fed. R. Civ. P. 26(b)(1).

Pursuant to Rule 33 of the Federal Rules of Civil Procedure, any party may serve upon any other party written interrogatories within the scope of Rule 26(b). Fed. R. Civ. P. 33(a)(2). Absent a stipulation or order extending time, a party must, within 30 days after being served, respond to interrogatories by answer – furnishing information available to the party – or objection. Fed. R. Civ. P. 33(b). Each interrogatory must, to the extent it is not objected to, be answered separately and fully in writing under oath. Fed. R. Civ. P. 33(b)(3).

The ground(s) for objecting to an interrogatory must be stated with specificity. Fed. R. Civ. P. 33(b)(4). General or boilerplate objections are improper – especially when a party fails to submit any evidentiary declarations supporting such objections. A. Farber & Partners, Inc. v. Garber, 234 F.R.D. 186, 188 (C.D. Cal. 2006).

Pursuant to Rule 34, any party may serve on any other party a request for the production or inspection of documents within the scope of Rule 26(b) which are in the responding party's possession, custody or control. Fed. R. Civ. P. 34(a). The party seeking production of documents bears the burden of proving that the opposing party has such control. United States v. International Union of Petroleum and Industrial Workers, AFL-CIO (“Industrial Workers”), 870 F.2d 1450, 1452 (9th Cir. 1989). Documents are deemed to be within a party's possession, custody or control if the party has actual possession, custody or control thereof or the legal right to obtain the property on demand. In re Bankers Trust Co., 61 F.3d 465, 469 (6th Cir. 1995), cert. dismissed, 517 U.S. 1205 (1996); see also Industrial Workers, 870 F.2d at 1452 (“Control is defined as the legal right to obtain documents upon demand.”) (citation omitted); In re Citric Acid Litigation, 191 F.3d 1090, 1106-08 (9th Cir. 1999) (subpoenaed non-party entity which was member of same international association as a foreign entity did not have legal control over foreign entity's documents as two entities were separate and no contract gave subpoenaed entity the right to compel the foreign entity to furnish it with documents in foreign entity's possession). Accordingly, a party has an obligation to conduct a reasonable inquiry into the factual basis of its responses to discovery, and based on that inquiry, a party responding to a Rule 34 production request is under an affirmative duty to seek that information reasonably available to it from its employees, agents, or others subject to its control. A. Farber and Partners, Inc., 234 F.R.D. at 189 (citations and internal quotation marks omitted).

*7 Unless excused by a protective order, in response to a request for the production of documents a party must, within 30 days of service thereof and as to each item or category, either: (1) state that the inspection will be permitted/production will be made; or (2) state with specificity the grounds for objecting to the request, including the reasons, and state whether any responsive materials are being withheld on the basis of that objection. Fed. R. Civ. P. 34(b)(2)(A)-(C). If the responding party states that it will produce documents, such production must be completed no later than the time specified in the request or another reasonable time specified in the response. Fed. R. Civ. P. 34(b)(2)(B).

If a party fails timely to object to discovery requests, such a failure generally constitutes a waiver of any objections which a party might have to the requests. See Fed. R. Civ. P. 33(b)(4) (any ground not stated in timely objection to interrogatory waived unless court, for good cause, excuses failure); Richmark Corp. v. Timber Falling Consultants, 959 F.2d 1468, 1473 (9th Cir. 1991) (“It is well established that a failure to object to discovery requests within the time required constitutes a waiver of any objection.”) (citation omitted), cert. dismissed, 506 U.S. 948 (1992); Apple Inc. v. Samsung Electronic Co., Ltd., 2012 WL 952254, *2 (N.D. Cal. Mar. 20, 2012) (“Objections not interposed in a timely initial response may not be held in reserve and interposed after the period allowed for response ... ”) (citation omitted); Ramirez v. County of Los Angeles, 231 F.R.D. 407, 409-10 (C.D. Cal. 2005) (court declined to consider objections that were not asserted in responding party's original discovery responses based upon party's failure timely to make such objections).[25]

B. Pre-Class Certification Discovery

Fed. R. Civ. P. 23, which governs class actions requires that the following factors must be satisfied in order for a class to exist: (1) numerosity; (2) commonality; (3) typicality; and (4) adequacy of representation. See Amchem Products, Inc. v. Windsor, 521 U.S. 591, 613 (1997). Local Rule 23-3, as pertinent here, requires the proponent of the class to file a motion for class certification at the earliest possible time after service of a class action complaint.[26] The propriety of a class action cannot be determined in some cases without discovery, as for example, where discovery is necessary to determine the existence of a class. Kamm v. California City Development Co., 509 F.2d 205, 209-10 (9th Cir. 1975). To deny discovery in a case of that nature would be an abuse of discretion. Id. However, where the necessary factual issues may be resolved without discovery, it is not required. Id. In determining whether to grant discovery the court must consider its need, the time required, and the probability of discovery resolving any factual issue necessary for the determination. Id. A necessary antecedent to the presentation of evidence as to whether a class action is maintainable is the discovery of material pertinent to such issue, especially when the information is within the sole possession of the defendant. Doninger v. Pacific Northwest Bell, Inc., 564 F.2d 1304, 1313 (9th Cir. 1977) (citations omitted). The plaintiff bears the burden either of advancing a prima facie showing that the class action requirements of Fed. R. Civ. P. 23 are satisfied or that discovery is likely to produce persuasive information substantiating the class allegations. Id.; Mantolete v. Bolger, 767 F.2d 1416, 1424 (9th Cir.), as amended (1985). Absent such a showing, a trial court's refusal to allow class discovery is not an abuse of discretion. Doninger, 564 F.2d at 1313. While it would not be an abuse of discretion to deny pre-class certification discovery where a plaintiff fails to make a prima facie showing that the class action requirements of Fed. R. Civ. P. 23 are satisfied or that discovery is likely to produce persuasive information substantiating the class allegations, there is no requirement that such a showing be made prior to seeking class discovery. Brum v. Marketsource, Inc., 2018 WL 3861558, *3 (E.D. Cal. Aug. 14, 2018).

IV. DISCUSSION AND ORDERS

A. Overarching Issues

*8 Based on the parties' contentions in connection with the Motion to Compel, and before ruling on the individual discovery requests in issue, the Court addresses the following overarching issues that impact the resolution of the Motion to Compel: (1) whether the Genesis Defendants are/should be deemed to be in possession, custody or control of documents/information sought by the discovery requests in issue which pertain to and/or may otherwise solely be in the possession of/maintained by health care service providers/nursing homes that are indirect subsidiaries of one or more Genesis Defendants; (2) whether, if so, the Court should nonetheless deny the Motion to Compel because (a) Plaintiffs assertedly have failed to demonstrate that class-wide discovery is appropriate regarding the Genesis Defendants' subsidiary health care service providers/nursing homes in California where they did not physically work (“Other Facilities”) because Plaintiffs have not shown that the Other Facilities are “joint employers” of Plaintiffs or that the Other Facilities engaged in “integrated enterprises” with the facilities where Plaintiffs physically worked (“Plaintiffs' Facilities”) or with the Genesis Defendants such that the requested information is relevant/encompassed by the allegations in the First Amended Complaint; (b) the discovery requests in issue, including certain definitions therein, assertedly are overbroad, unduly burdensome, and not proportional to the needs of the case; and (c) the discovery requests in issue assertedly are otherwise objectionable.

The Genesis Defendants appear to argue that they do not have possession, custody or control of documents/information sought by the discovery requests in issue which pertain to and/or may otherwise solely be in the possession of/maintained by the Other Facilities because such entities are merely indirect subsidiaries of one or more Genesis Defendants and because the Genesis Defendants assertedly do not employ those who work at the Other Facilities. (JS 124-26). The parties' analysis somewhat conflates the issue of whether the Genesis Defendants have “possession, custody or control” of requested documents/information with the issue of whether the Genesis Defendants are joint employers of Plaintiffs and those who work at the Other Facilities or are engaged in an integrated enterprise with the Other Facilities. While the latter issues may bear on whether the Genesis Defendants should be deemed to have possession, custody or control of the documents in issue, they are, as discussed below, more issues of liability not appropriate for resolution by the Magistrate Judge. Thus, in this section, the Court focuses solely on whether the documents sought are or should be deemed to be in the possession, custody or control of the Genesis Defendants.

Plaintiffs bear the burden of proving that the Genesis Defendants have possession, custody or control of the documents in issue. Industrial Workers, 870 F.2d at 1452. A parent corporation is deemed to have possession, custody or control over documents possessed by a subsidiary that the parent corporation owns or wholly controls. See Industrial Workers, 870 F.2d at 1452 (“A corporation must produce documents possessed by a subsidiary that the parent corporation owns or wholly controls[,]” but subpoenaed international union did not have control over certain records of local unions because they were separate legal entities and contract governing union relationship did not give international union the right to obtain local union documents upon demand) (citing Hubbard v. Rubbermaid, Inc.,78 F.R.D. 631, 637 (D. Md. 1978) (party parent corporation required to produce otherwise discoverable documents of two non-party subsidiary corporations over which parent corporation had control); In re Investigation of World Arrangements with Relation to the Production, Transportation, Refining & Distribution of Petroleum, 13 F.R.D. 280, 285 (D.D.C. 1952) (corporation functions under guidance of its directors; if corporation has power, either directly or indirectly, through another corporation or series of corporations, to elect a majority of the directors of a second corporation, it may be deemed a parent corporation and in control of the second corporation whose directors it has the power to elect to office; if parent corporation has that power, it has the control necessary to secure demanded documents of second corporation); Advance Labor Service, Inc. v. Hartford Accident & Indem. Co., 60 F.R.D. 632, 633-34 (N.D. Ill. 1973) (where (1) directors and shareholders of plaintiff corporation and non-party technically separate corporation were identical; (2) primary function of non-party corporation was to provide transportation to plaintiff corporation; and (3) plaintiff corporation failed to demonstrate that production of requested documents of non-party corporation would be annoying, burdensome or completely irrelevant to the thrust of litigation, plaintiff corporation ordered to produce non-party corporation's documents)); In re ATM Fee Antitrust Litigation, 233 F.R.D. 542, 544-45 (N.D. Cal. 2005) (parent entity defendant ordered to produce documents/information in possession and custody of non-party wholly owned subsidiaries as parent entity had legal control of documents/ information and failed to support its claim of burden); but see Quinn-White v. Novartis Pharmaceutical Corp., 2018 WL 6074547, *2-*3 (C.D. Cal. Sept. 4, 2018) (party subsidiary not required to search files of employees of non-party parent as they were not in subsidiary's possession, custody or control; factors to be considered in assessing whether party entity had control over/legal right to obtain upon demand documents of non-party entity include (a) commonality of ownership; (b) exchange/commingling of directors/officers/employees; (c) exchange of documents between entities in ordinary course of business; (d) any benefit/involvement by non-party entity in transaction; and (e) involvement of non-party entity in litigation); Philippe Charriol Int'l Ltd v. A'Lor Int'l Ltd., 2016 WL 7634440, *2-*3 (S.D. Cal. Mar. 10, 2016) (affirming denial of motion to compel party entity to produce non-party entity's documents because there was no showing that party entity had possession, custody or control of/legal right to obtain non-party entity's documents; facts that party entity shared with/leased office space to/provided services to non-party entity, had in past obtained documents from non-party entity, and acted as management company for non-party entity insufficient/ not equivalent to parent/subsidiary relationship); Flowrider Surf, Ltd v. Pacific Surf Designs, Inc., 2016 WL 6522808, *8-*10 (S.D. Cal. Nov. 3, 2016) (in assessing whether, under Rule 34, a responding party entity has requisite control over documents of a non-party entity, courts consider corporate structure of the party and nonparty, the nonparty's connection to the transaction at issue in the litigation, the degree that the nonparty will benefit from the outcome of the case, whether the related entities exchange documents in the ordinary course of business, and whether the nonparty has participated in the litigation at issue; denying plaintiff's motion to compel defendant corporation to produce documents maintained by non-party corporation as plaintiff failed to meet its burden to demonstrate that defendant had control over documents; fact that defendant's CEO founded non-party corporation and that both companies shared same business address insufficient to establish the requisite control).

*9 Here, although it may have no practical impact, the Court draws a distinction between GHI and GHLLC on the one hand, and GAS, on the other. It is undisputed that GHI is the ultimate, albeit indirect parent and owner of GHLLC, GAS, ACC, and other health care centers/nursing homes in California (not including RCBH) and that GHLLC is an indirect parent and owner of GAS, ACC, and other health care centers/nursing homes in California (not including RCBH). Accordingly, the Court concludes that GHI and GHLLC are/should be deemed to be in possession, custody or control of documents/information sought by the discovery requests in issue which pertain to and/or may otherwise solely be in the possession of/maintained by health care service providers/nursing homes that are indirect subsidiaries they own.[27] However, GAS is not a parent/owner of any of the foregoing entities. Nor is the Court persuaded that GAS wholly controls such entities. Instead, the record reflects that GAS provides administrative services to health care centers/nursing homes in California pursuant to administrative service agreements with the individual health care centers/nursing homes. Accordingly, the Court concludes that GAS cannot be deemed to have possession, custody or control of documents/information sought by the discovery requests in issue which pertain to and are otherwise solely in the possession of the health care service providers/nursing homes. Having said that, GAS is deemed to have possession, custody or control of those documents/information sought by the discovery requests in issue that are actually in its possession by virtue of its administrative service agreements with such entities.

The Court's determination that the Genesis Defendants have possession, custody or control of documents in issue is not, of course, the end of the analysis. As explained below, other considerations militate in favor of limiting the additional discovery the Genesis Defendants must produce.

The Genesis Defendants argue that there is no basis to conduct class-wide discovery regarding the Other Facilities/employees thereof and that such discovery is not relevant based on the allegations of the First Amended Complaint and because Plaintiffs did not work at the Other Facilities, employees of the Other Facilities were not employed by ACC or RCBH, and the Genesis Defendants themselves did not/do not employ/jointly employ those who work at the Other Facilities. (JS at 121-23). A premise for these arguments – that those who worked at the Other Facilities were not all employed by the Genesis Defendants themselves – is disputed.

*10 As noted above, the First Amended Complaint alleges that Defendants (GHLLC, GHI, GAS, ACC and/or RHBC) were the employers/joint employers of Plaintiffs and the putative class members (i.e., “all current and former non-exempt employees of [GHLLC, GHI, GAS, ACC and/or RHBC] in the State of California at any time within the period beginning [September 20, 2014], and ending at the time of class certification”), that one or more Defendants maintained sufficient control over its subsidiaries, affiliates, and business partners such that they could and/or did affect the wages, hours, and working conditions” of the putative class members, that Defendants [GHLLC, GHI, GAS, ACC and/or RHBC] were the alter egos, divisions, affiliates, integrated enterprises, joint employers, subsidiaries, parents, principals, related entities, co-conspirators, authorized agents, partners, joint venturers, and/or guarantors, actual or ostensible, of each other, and that each Defendant was completely dominated by his, her or its co-Defendant, and each was the alter ego of the other. (FAC ¶¶ 7, 14, 15).

Although Plaintiffs have alleged that the named Defendants are employers/joint employers of those employed by themselves and each another, Plaintiffs have not alleged that Defendants are “joint” employers of those who work at the Other Facilities or that the Other Facilities are joint employers of those who work for Defendants and has not defined the putative class to include employees of anyone other than the Defendants themselves. Thus, it appears to the Court based on the allegations of the First Amended Complaint, that the Genesis Defendants' liability vis-a-vis those who physically work at the Other Facilities hinges on Plaintiffs' ability to demonstrate that one or more of the Genesis Defendants themselves employ those who physically work/worked at the Other Facilities.[29]

As noted above, Plaintiffs bear the burden either of advancing a prima facie showing that the class action requirements of Fed. R. Civ. P. 23 are satisfied or that pre-class certification discovery is likely to produce persuasive information substantiating the class allegations.[30] Doninger, 564 F.2d at 1313; Mantolete, 767 F.2d at 1424. Here, Plaintiffs have a made a sufficient showing through the declarations submitted in support of Plaintiff's Supplemental Memorandum and documentation regarding the “genesis careers” website (Sabourian Ex. Y) – to persuade the Court that at least some pre-class certification discovery is relevant and likely to produce persuasive information substantiating the claim that one or more of the Genesis Defendants employed those who physically work/worked at the Other Facilities and correspondingly, the class allegations. Cf. Toro v. Centene Corp., 2020 WL 6108643, *1 (N.D. Cal. Oct. 14, 2020) (plaintiff entitled to investigate claim that defendant was a joint employer of plaintiff and putative class members, notwithstanding defendant's contentions that it was a holding company that did not employ plaintiff/any other individuals and did not have possession, custody or control over responsive documents/information).[31]

*11 The Court next turns to the Genesis Defendants' overbreadth, undue burden,[32] and related proportionality objections.[33] The Court sustains in part and overrules in part such objections and specifically addresses certain such objections below. To the extent the Court orders the Genesis Defendants to produce discovery over such objections, it has determined that the discovery requests in issue are not overbroad or unduly burdensome and that they seek information proportional to the needs of the case. To the extent the Court has denied the Motion to Compel as to discovery requests in issue or has narrowed discovery requests in issue or has ordered sampling, it has determined that the discovery requests in issue are overbroad and/or unduly burdensome, and that they do not seek information proportional to the needs of the case at this juncture. See Coleman, 2013 WL 2896884 at *8-*9 (limiting pre-certification class discovery based on overbreadth and undue burden); Martinet, 2008 WL 2557490 at *2 (granting defendant's pre-class certification motion for protective order and limiting discovery based on overbreadth and burden).

First, the Court agrees with the Genesis Defendants that Plaintiffs' definitions of the terms “DEFENDANT,” “YOU,” and “YOUR,” which are used in all or virtually all of the discovery requests in issue, are overbroad and not proportional to the needs of the case. Such requests define the terms “DEFENDANT,” “YOU” or “YOUR” to refer to the named defendant to which the given requests were directed (i.e., GHLLC for certain requests, GHI and GAS for others) and each of their affiliates, attorneys, accountants, divisions, subdivisions, predecessors, directors, officers, employees, agents, representatives and all persons acting or purporting to act on the named defendant's behalf. (Sabourian Exs. G-L). The Court limits such term to the specific Defendant to whom each such discovery request is directed. See Holloway v. 3M Company, 2019 WL 7172600, *7, et seq. (C.D. Cal. Oct. 31, 2019) (similarly limiting discovery requests containing such definitions to defendant to whom requests directed).[34] Such order, however, does not relieve the Genesis Defendants of their obligation to produce responsive document/information in their possession, custody or control which, depending upon the request in issue, may require them to make inquiry of other individuals/entities and/or to produce discovery in the actual possession of other individuals/entities. At least because the Court has reframed certain of the discovery requests in issue (see infra Part IVB), the Genesis Defendants will be obligated to produce certain information regarding a subset of the Other Facilities/employees thereof which may be maintained by the Other Facilities.

*12 Second, to the extent certain of the discovery requests in issue call for information for the entirety of the “COVERED PERIOD” – defined as the time period of September 20, 2014 to the present – the Court finds such requests to be overbroad, unduly burdensome, and not proportional to the needs of the case and for the purposes of the instant Order, limits the “COVERED PERIOD” to the two-year period of 2016 to 2017, which encompasses the entirety of the time that Plaintiff Valdez allegedly worked at a GHI/GHLLC subsidiary and significant portions of the time that Plaintiffs Valdez and Theus allegedly worked at a GHI/GHLLC and/or a subsidiary thereof.

Third, to the extent certain of the discovery requests in issue – at least as reframed by the Court – call for information regarding the Other Facilities and/or non-exempt employees thereof, and except as may otherwise be indicated in addressing the individual requests, the Court further limits such requests to call for the production of information/documents as to (1) six of the seven of GHI's subsidiaries in California with current nursing employees in which GHI continues to hold a majority share of indirect ownership (see Deft. Response at 9 & n.11) (“Six Facilities”);[35] and (2) a random 10% sampling of the non-exempt employees at the Six Facilities (“10% Employee Sample”). The Genesis Defendants must also provide Plaintiffs with a declaration explaining how it performed the random selection/sampling by the production deadline.

The Genesis Defendants have interposed a number of other objections to multiple discovery requests in issue which the Court largely addresses in this section.

First, to the extent the Genesis Defendants have interposed general objections which they purport to have incorporated into each discovery response in issue, such objections are overruled because such general and boilerplate objections are improper. See Farber, 234 F.R.D. at 188. Such general objections do not explain or analyze on an individualized basis, why each particular discovery request is objectionable, and thus are inadequate.

Second, the Genesis Defendants' objections that certain of the requests in issue or terms therein are “vague and ambiguous” are overruled except as may otherwise be set forth below because the Court does not find the request/terms to be vague and ambiguous, particularly when the terms in issue are ready in context. In any event, to the extent the Genesis Defendants view terms used in the requests to be vague and ambiguous, the Genesis Defendants can qualify their responses by including their understanding of the terms in issue.

Third, to the extent the Genesis Defendants raise objections that certain requests in issue call for a legal conclusion, such objections are not persuasive and are overruled unless otherwise indicated below.

Fourth, the Genesis Defendants' privacy/third party privacy objections are sustained in part and overruled in part. Where, as here, federal jurisdiction is founded on the diversity of the parties pursuant to the Class Action Fairness Act (“CAFA”), 28 U.S.C. § 1332(d), state privilege law applies to discovery disputes. See Lawson v. GrubHub, Inc., 2017 WL 1684964, *1 (N.D. Cal. May 3, 2017) (collecting cases); Brown v. Wal-mart Stores, Inc., 2011 WL 13377045, *1 (N.D. Cal. Jan. 28, 2011) (applying California state privilege law in assessing privacy objections in CAFA case). In California, the right to privacy is set forth in Article I, Section I of the California Constitution. California courts have treated the right to privacy as a privilege in the discovery context, and, as such, have determined it is a right subject to invasion depending upon the circumstances. See, e.g., Heller v. Norcal Mutual Ins. Co., 8 Cal.4th 30, 42-44 (1994), cert. denied, 513 U.S. 1059 (1994); Hill v. National Collegiate Athletic Ass'n, 7 Cal.4th 1, 37 (1994). Thus, “the privilege is subject to balancing the needs of the litigation with the sensitivity of the information/records sought.” Davis v. Leal, 43 F. Supp. 2d 1102, 1110 (E.D. Cal.1999); see also Pioneer Elecs. v. Superior Court, 40 Cal.4th 360, 371-75 (2007) (balancing privacy rights of putative class members with discovery rights of civil litigants). Here, to the extent the Court has ordered the Genesis Defendants to produce information/documents as to which a privacy objection has been asserted, it has determined that the privacy rights are outweighed by Plaintiffs' need for the information/documents and that such information can be adequately protected by the Protective Order which governs this action. Farber, 234 F.R.D. at 191 (privacy concerns can be addressed by carefully drafted protective order); Goro v. Flowers Foods, Inc., 334 F.R.D. 275, 287 (S.D. Cal. 2018) (“Generally, federal courts in this circuit have held that a protective order ... sufficiently protects putative class members and aggrieved employees' privacy interests in the confidentiality of their contact information.”) (collecting cases).

*13 To the extent the Genesis Defendants have asserted attorney-client privilege or attorney work product objections and have already withheld the production of documents or withhold the production of documents called for by this Order based on such objections, they must produce a privilege log contemporaneous with the production deadline set by this Order. To the extent the Genesis Defendants have not withheld/do not withhold the production of documents based on such objections, they must so inform Plaintiffs by the production deadline set by this Order.

Finally, to the extent the Court has not addressed objections above, or does not expressly address outstanding objections below and has nonetheless ordered the Genesis Defendants to produce additional discovery, it has overruled the objections.

B. Individual Discovery Requests in Issue

Interrogatory No. 1 calls for GHLLC to list all COVERED POSITIONS held by all COVERED EMPLOYEES during the COVERED PERIOD.

The Court modifies this interrogatory to call for GHLLC to list all non-exempt positions at the Six Facilities held by the 10% Employee Sample who worked at such facilities during the two-year period of 2016 to 2017, and orders GHLLC to provide a supplemental response to this interrogatory as modified.

Interrogatory No. 2 calls for GHLLC to describe in detail all timekeeping systems GHLLC used during the COVERED PERIOD to record the beginning and ending of each COVERED EMPLOYEES' work periods including but not limited to the start and end time of shifts, meal periods and rest periods.

The Court modifies this interrogatory to call for GHLLC to describe the timekeeping systems used at the Six Facilities for the 10% Employee Sample during the two-year period of 2016 to 2017, to record the beginning and ending of the work periods, including but not limited to the start and end time of shifts, meal periods and rest periods, and orders GHLLC to provide a supplemental response to this interrogatory as modified.

Interrogatory No. 3 calls for GHLLC to identify by name, position, last known home and business address, telephone number and email address, all of the COVERED EMPLOYEES.

The Court modifies this interrogatory to call for GHLLC to identify by name, position, last known home and business address, telephone number and email address, the 10% Employee Sample during the two-year period of 2016 to 2017, and orders GHLLC to provide a supplemental response to this interrogatory as modified.

RFP No. 1 essentially calls for the production of all insurance policies and plans covering any wage and hour claims held by GHLLC/GHI/GAS during the COVERED PERIOD.

The Court denies the Motion to Compel as to this request at this juncture because it is not persuaded that discovery of the requested insurance policies/plans is likely to produce persuasive information substantiating the class allegations.

RFP Nos. 2-3 essentially call for the production of all documents which relate to GHLLC's/GHI's/GAS's policies, procedures or practices regarding the provision, timing, and enforcement of rest periods and meal periods for COVERED EMPLOYEES during the COVERED PERIOD.

The Court modifies this request to call for documents sufficient to reflect the policies, procedures, or practices regarding the provision, timing and enforcement of rest periods and meal periods for non-exempt employees at the Six Facilities during the two-year period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to these requests as modified.

*14 RFP No. 4 essentially calls for the production of all documents which relate to GHLLC's/GHI's/ GAS's policies, procedures or practices regarding the provision of break areas for COVERED EMPLOYEES to utilize for their meal and rest breaks during the COVERED PERIOD.

The Court modifies this request to call for documents sufficient to reflect the policies, procedures, or practices regarding the provision of break areas for non-exempt employees at the Six Facilities to utilize for their meal and rest breaks during the two-year period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 5 essentially calls for the production of all documents which relate to GHLLC's/GHI's/ GAS's policies, procedures or practices of providing minimum wages, regular wages, overtime wages, or double-time wages to COVERED EMPLOYEES during the COVERED PERIOD.

The Court modifies this request to call for documents sufficient to reflect the policies, procedures, or practices of providing minimum wages, regular wages, overtime wages, or double-time wages to non-exempt employees at the Six Facilities for the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 6 essentially calls for the production of all documents which relate to GHLLC's/GHI's/ GAS's policies, procedures or practices for reimbursing COVERED EMPLOYEES for necessary business-related expenditures during the COVERED PERIOD.

The Court modifies this request to call for documents sufficient to reflect the policies, procedures, or practices for reimbursing non-exempt employees at the Six Facilities for necessary business-related expenditures for the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 7 essentially calls for the production of all documents which relate to GHLLC's/GHI's/ GAS's policies, procedures, or practices of deducting wages or monies from COVERED EMPLOYEES' paychecks during the COVERED PERIOD.

The Court modifies this request to call for documents sufficient to reflect the policies, procedures, or practices of deducting wages or monies from the paychecks of non-exempt employees at the Six Facilities during the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 8 essentially calls for the production of all documents which relate to GHLLC's/ GHI's/GAS's policies, procedures, or practices for paying all wages due to GHLLC'S/GHI's discharged or quitting employees during the COVERED PERIOD.

The Court modifies this request to call for documents sufficient to reflect the policies, procedures, or practices for paying all wages due to discharged or quitting non-exempt employees at the Six Facilities during the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 9 essentially calls for the production of all of GHLLC's/GHI's/GAS's employee handbooks and training materials for COVERED EMPLOYEES during the COVERED PERIOD.

*15 The Court modifies this request to call for the production of employee handbooks and training materials for non-exempt employees at the Six Facilities during the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 10 essentially calls for the production of all documents which relate to GHLLC's/ GHI's/GAS's employee handbooks and training materials for COVERED EMPLOYEES during the COVERED PERIOD including any training videos, training slideshows or PowerPoint-style presentations, videos related to GHLLC's/GHI's/GAS's employee handbooks or the policies contained therein, and slideshows or PowerPoint-style presentations related to GHLLC's/GHI's employee handbooks or the policies contained therein.

The Court denies the Motion to Compel as to this request because, in connection with RFP No. 9, it has already ordered the production employee handbooks and training materials for non-exempt employees at the Six Facilities during the period of 2016 to 2017 and does not believe that ordering production of any additional related materials would be proportional to the needs of the case, at least at this juncture.

RFP No. 11 essentially calls for the production of all collective bargaining agreements that GHLLC/GHI/GAS contend applied to any COVERED EMPLOYEE during the COVERED PERIOD.

The Court modifies this request to call for the production of all collective bargaining agreements governing non-exempt employees at the Six Facilities during the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 12 essentially calls for the production of all documents which relate to GHLLC/GHI/ GAS providing an extra hour of compensation for COVERED EMPLOYEES during the COVERED PERIOD who were not provided a meal break or rest period.

The Court modifies this request to call for the production of documents sufficient to reflect whether or not the 10% Employee Sample was provided with an extra hour of compensation for any missed meal break or rest period for the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 13 essentially calls for the production of all documents which relate to the date and hours worked by Plaintiffs during the COVERED PERIOD, in edited and un-edited format, including time cards, meal period records, rest period records, sign in sheets, attendance records, or any other documents of any form containing responsive information.

The Court modifies this request to call for the production of documents sufficient to reflect the date and hours worked by the named Plaintiffs for the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 14 essentially calls for the production of all payroll records relating to plaintiffs including Year-to-Date earnings, Year-End Summaries, and pay stubs reflecting wages and other forms of remuneration/compensation paid at any time during the COVERED PERIOD.

The Court modifies this request to call for the production of all payroll records relating to the named Plaintiffs for the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

*16 RFP No. 15 essentially calls for the production of all documents which relate to the dates and hours worked by all COVERED EMPLOYEES during the COVERED PERIOD, in edited and un-edited format, including time cards, meal period records, rest period records, sign in sheets, attendance records, or any other documents of any form containing responsive information.

The Court modifies this request to call for the production of documents sufficient to reflect the dates and hours worked by the 10% Employee Sample for the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 16 essentially calls for the production of all payroll records relating to GHLLC's/ GHI's/ GAS's COVERED EMPLOYEES including Year-to-Date earnings, Year-End Summaries, and pay stubs reflecting wages and other forms of remuneration/compensation paid at any time during the COVERED PERIOD.

The Court modifies this request to call for the production of all payroll records relating to the 10% Employee Sample for the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 17 essentially calls for the production of all documents which relate to work schedules maintained by GHLLC/GHI/GAS of all COVERED EMPLOYEES during the COVERED PERIOD.

The Court modifies this request to call for the production of work schedules for the 10% Employee Sample for the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 18 essentially calls for the production of all documents which relate to GHLLC's/ GHI's/GAS's policies, procedures or practices of altering or editing time keeping records or payroll records of COVERED EMPLOYEES during the COVERED PERIOD.

The Court modifies this request to call for the production documents sufficient to reflect the policies, procedures or practices, if any, of altering or editing time keeping records or payroll records of non-exempt employees at the Six Facilities for the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 19 essentially calls for the production of all documents which relate to GHLLC's/ GHI's/GAS's time keeping procedures and payroll software for COVERED EMPLOYEES during the COVERED PERIOD.

The Court modifies this request to call for documents sufficient to reflect the time keeping procedures, and payroll software utilized for non-exempt employees at the Six Facilities for the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 20 essentially calls for the production of all documents which discuss, define or describe the job duties, qualifications, requirements, responsibilities, and/or essential job functions for each and all of the COVERED POSITIONS during the COVERED PERIOD.

The Court modifies this request to call for documents which describe the job duties, qualifications, requirements, responsibilities and/or essential job functions for non-exempt employee positions at the Six Facilities for the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

*17 RFP No. 21 essentially calls for the production of all documents which show or describe the organizational and/or management structure of GHLLC/GHI/GAS during the COVERED PERIOD.

The Court modifies this request to call for documents sufficient to reflect the organizational and/or management structure of the Genesis Defendants for the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 22 essentially calls for the production of all documents evidencing any changes made to GHLLC's/GHI's/GAS's policies, procedures, and/or practices regarding meal breaks, rest breaks, regular rate and overtime payments, and reimbursement for necessary expenditures during the COVERED PERIOD.

The Court modifies this request to call for documents sufficient to reflect any changes made to policies, procedures, and/or practices at the Six Facilities regarding meal breaks, rest breaks, regular rate and overtime payments, and reimbursement for necessary expenditures for the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 23 essentially calls for the production of all documents which relate to training sessions regarding wage and hour policies that GHLLC/GHI/GAS required COVERED EMPLOYEES to attend in connection with their employment with GHLLC/GHI/GAS at any time during the COVERED PERIOD.

The Court modifies this request to call for documents sufficient to reflect the substance of any training sessions regarding wage and hour policies that the non-exempt employees at the Six Facilities were required to attend in connection with their employment at the Six Facilities at any time between 2016 and 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 24 essentially calls for the production of all documents related to GHLLC's/GHI's/ GAS's policies and procedures pertaining to employee waivers of meal periods during the COVERED PERIOD.

The Court modifies this request to call for documents sufficient to reflect policies and procedures at the Six Facilities pertaining to employee waivers of meal periods during the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 25 essentially calls for the production of all documents which relate to waivers of meal periods by COVERED EMPLOYEES.

The Court denies the Motion to Compel as to this request because, in connection with RFP No. 24, it has already ordered the production of documents sufficient to reflect policies and procedures at the Six Facilities pertaining to employee waivers of meal periods during the period of 2016 to 2017 and does not believe that ordering the production of any additional related materials would be proportional to the needs of the case, at least at this juncture.

RFP No. 26 essentially calls for the production of all documents which relate to GHLLC's/ GHI's/GAS's policies and procedures pertaining to employee waivers of rest periods during the COVERED PERIOD.

*18 The Court modifies this request to call for documents sufficient to reflect policies and procedures at the Six Facilities pertaining to employee waivers of rest periods during the period of 2016 to 2017 and orders the Genesis Defendants to produce such documents and a supplemental response to this request as modified.

RFP No. 27 essentially calls for the production of all documents which relate to waivers of rest periods by COVERED EMPLOYEES.

The Court denies the Motion to Compel as to this request because, in connection with RFP No. 26, it has already ordered the production of documents sufficient to reflect policies and procedures at the Six Facilities pertaining to employee waivers of rest periods during the period of 2016 to 2017 and does not believe that ordering the production of any additional related materials would be proportional to the needs of the case, at least at this juncture.

RFP No. 28 essentially calls for the production of all documents which constitute or relate to settlement agreements obtained subsequent to the filing of plaintiffs' initial Complaint from COVERED EMPLOYEES for any of the claims alleged in plaintiffs' Complaint.

The Court denies the Motion to Compel as to this request at this juncture because it is not persuaded that discovery of the requested documents are likely to produce persuasive information substantiating the class allegations.

RFP No. 29 essentially calls for the production of all documents bearing the signature of the named Plaintiffs.

The Court grants the Motion to Compel as to this request to the extent it seeks an order compelling GHI and GHLLC to make reasonable inquiry of their subsidiaries ACC and Bay Crest for all employment documents bearing the signature of Plaintiffs Valdez and Willie and to produce any such documents it obtains therefrom and to the extent it seeks an order compelling GHI, GHLLC and GAS to produce any other employment documents bearing the signatures of the three named Plaintiffs that are otherwise in their possession, custody or control. The Court otherwise denies the Motion to Compel as to this request.

RFP No. 30 essentially calls for the production of the personnel files of the named Plaintiffs.

The Court grants the Motion to Compel as to this request to the extent it seeks an order compelling GHI and GHLLC to make reasonable inquiry of their subsidiaries ACC and Bay Crest for the personnel files of Plaintiffs Valdez and Willie and to produce any such documents it obtains therefrom and to the extent it seeks an order compelling GHI, GHLLC and GAS to produce any personnel file of the three named Plaintiffs that are otherwise in their possession, custody or control. The Court otherwise denies the Motion to Compel as to this request.

Interrogatory No. 1 in Plaintiffs' first set of interrogatories directed to GHI/GAS essentially calls for GHI/GAS to identify all of GHI's/GAS's COVERED EMPLOYEES, including current and former COVERED EMPLOYEES.

The Court modifies this interrogatory to call for GHI/GAS to identify the 10% Employee Sample and orders GHI/GAS to provide a supplemental response to this interrogatory as modified.

Interrogatory No. 1 in Plaintiffs' second set of interrogatories directed to GHI/GAS essentially calls for GHI/GAS to identify all of GHI's/GAS's business locations within California where COVERED EMPLOYEES worked during the COVERED PERIOD.

*19 The Court modifies this interrogatory to call for GHI/GAS to identify the locations of all GHI health care provider/nursing home subsidiaries in California where non-exempt employees worked during the period of 2016 to 2017 and orders GHI/GAS to provide a supplemental response to this interrogatory as modified.

Interrogatory No. 2 essentially calls for GHI/GAS to identify all business entities owned and/or operated by GHI/GAS within California during the COVERED PERIOD.

The Court denies the Motion to Compel as to this interrogatory because it is not persuaded that the response thereto would provide persuasive information substantiating the class allegations.

Interrogatory No. 3 essentially calls for GHI/GAS to identify all of GHI's/GAS's managers, including to District Managers, Market Managers, General Managers, and Payroll Managers during the COVERED PERIOD.

The Court modifies this interrogatory to call for GHI/GAS to identify the managers at the Six Facilities for the period of 2016 to 2017 and orders GHI/GAS to provide a supplemental response to this interrogatory as modified.

Interrogatory No. 4 essentially calls for GHI/GAS to identify all of GHI's/GAS's employees who supervised COVERED EMPLOYEES during the COVERED PERIOD.

The Court modifies this interrogatory to call for GHI/GAS to identify those who supervised the non-exempt employees at the Six Facilities for the period of 2016 to 2017 and orders GHI/GAS to provide a supplemental response to this interrogatory as modified.

Interrogatory No. 5 essentially calls for GHI/GAS to state the dates in which GHI/GAS issued GHI's/GAS's policies regarding the provision of meal breaks, rest breaks, and overtime compensation to COVERED EMPLOYEES during the COVERED PERIOD.

The Court modifies this interrogatory to call for GHI/GAS to state the dates on which policies were issued governing the provision of meal breaks, rest breaks, and overtime compensation for non-exempt employees at the Six Facilities for the period of 2016 to 2017 and orders GHI/GAS to provide a supplemental response to this interrogatory as modified.

Interrogatory No. 6 essentially calls for GHI/GAS to state the first date in the COVERED PERIOD where GHI/GAS paid any “premium” payments, or one extra hour of compensation for any meal or rest breaks that were not provided where COVERED EMPLOYEES were prevented from taking meal or rest breaks.

The Court denies the Motion to Compel as to this interrogatory because it is not persuaded that the response thereto would provide persuasive information substantiating the class allegations.

Interrogatory Nos. 7-8 essentially calls for GHI/GAS to state the total number of “premium” payments, or one extra hour of compensation, GHI/GAS paid to COVERED EMPLOYEES during the COVERED PERIOD, for any meal breaks or rest breaks that were not provided or where COVERED EMPLOYEES were prevented from taking meal breaks or rest breaks.

The Court modifies these interrogatories to call for GHI/GAS to state (1) whether anyone in the 10% Employee Sample was prevented from taking a meal break/rest break or was not provided with a meal break/rest break during the period of 2016 to 2017; (2) if so, whether any such person(s) were paid any “premium” payments or one extra hour of compensation for any such missed meal break/rest break; and (3) if so, the respective total numbers of such “premium” payments or one extra hour of compensation paid to the 10% Employee Sample for missed meal breaks/rest breaks during the period of 2017 to 2017, and orders GHI/GAS to provide a supplemental response to these interrogatories as modified.

*20 Interrogatory No. 9 essentially calls for GHI/GAS to identify all of GHI's/GAS's employees who created GHI's/GAS's wage and hour policies for COVERED EMPLOYEES in effect during the COVERED PERIOD.

The Court modifies this interrogatory to call for GHI/GAS to identify those who created the wage and hour policies for non-exempt employees in effect at the Six Facilities for the period of 2016 to 2017, and orders GHI/GAS to provide a supplemental response to this interrogatory as modified.

Interrogatory No. 10 essentially calls for GHI/GAS to describe GHI's/GAS's practices used to verify the total compensable hours worked by COVERED EMPLOYEES during the COVERED PERIOD.

The Court modifies this interrogatory to call for GHI/GAS to describe the practices used to verify the total compensable hours worked by non-exempt employees at the Six Facilities during the period of 2016 to 2017 and orders GHI/GAS to provide a supplemental response to this interrogatory as modified.

Interrogatory No. 11 essentially calls for GHI/GAS to describe GHI's/GAS's policies, in effect during the COVERED PERIOD, regarding payment of all wages due to discharged employees.

The Court modifies this interrogatory to call for GHI/GAS to describe the policies in effect during the period of 2016 to 2017, regarding payment of all wages due to discharged employees at the Six Facilities and orders GHI/GAS to provide a supplemental response to this interrogatory as modified.

Interrogatory No. 12 essentially calls for GHI/GAS to describe GHI's/GAS's policies regarding “on call” duty for COVERED EMPLOYEES during the COVERED PERIOD.

The Court denies the Motion to Compel as to this interrogatory because the First Amended Complaint does not reference “on call” duty and does not allege a violation predicated on the same.

Interrogatory No. 13 essentially calls for GHI/GAS to describe GHI's/GAS's policies regarding paying non-discretionary bonus payments to COVERED EMPLOYEES during the COVERED PERIOD.

The Court denies the Motion to Compel as to this interrogatory because the First Amended Complaint does not reference non-discretionary bonus payments and does not allege a violation predicated on the same.

Interrogatory No. 14 essentially calls for GHI/GAS to describe GHI's/GAS's policies regarding the adjustment of COVERED EMPLOYEES' regular rate of pay for overtime purposes during the COVERED PERIOD.

The Court modifies this interrogatory to call for GHI/GAS to describe the policies in effect during the period of 2016 to 2017, regarding the adjustment of non-exempt employees' regular rate of pay for overtime purposes at the Six Facilities and orders GHI/GAS to provide a supplemental response to this interrogatory as modified.

Interrogatory No. 15 essentially calls for GHI/GAS to set forth the total number of COVERED EMPLOYEES employed by GHI/GAS during the COVERED PERIOD.

The Court modifies this interrogatory to call for GHI/GAS to set forth the total number of non-exempt employees working at GHI subsidiaries in California during the period of 2016 to 2017 and orders GHI/GAS to provide a supplemental response to this interrogatory as modified.

Interrogatory No. 16 essentially calls for GHI/GAS to list all COVERED POSITIONS held by all COVERED EMPLOYEES during the COVERED PERIOD.

*21 The Court modifies this interrogatory to call for GHI/GAS to list all non-exempt positions at the Six Facilities held by the 10% Employee Sample who worked at such facilities during the two-year period of 2016 to 2017, and orders GHI/GAS to provide a supplemental response to this interrogatory as modified.

Interrogatory No. 17 essentially calls for GHI/GAS to describe all timekeeping systems GHI/GAS used during the COVERED PERIOD to record the beginning and ending of each COVERED EMPLOYEES' work periods.

The Court modifies this interrogatory to call for GHI/GAS to describe the timekeeping systems used at the Six Facilities for the 10% Employee Sample during the two-year period of 2016 to 2017, to record the beginning and ending of the work periods, and orders GHLLC to provide a supplemental response to this interrogatory as modified.

Interrogatory No. 18 essentially calls for GHI/GAS to identify all software programs GHI/ GAS has used for payroll processing during the COVERED PERIOD.

The Court modifies this interrogatory to call for GHI/GAS to identify all software programs used to process payroll for non-exempt employees at the Six Facilities during the period of 2016 to 2017 and orders GHI/GAS to provide a supplemental response to this interrogatory as modified.

Interrogatory No. 19 essentially calls for GHI/GAS to state the name of any companies GHI/ GAS has used for payroll processing during the COVERED PERIOD.

The Court modifies this interrogatory to call for GHI/GAS to state the name of any companies used to process payroll for non-exempt employees at the Six Facilities during the period of 2016 to 2017 and orders GHI/GAS to provide a supplemental response to this interrogatory as modified.

V. FURTHER ORDERS/CONCLUSION

IT IS THEREFORE ORDERED:

IT IS SO ORDERED.

In connection with the Motion to Compel and Notice thereof (Docket No. 64), the parties filed a Joint Stipulation (alternatively “JS”), a declaration of Kayvon Sabourian (“Sabourian Decl.”) with exhibits (“Sabourian Ex.”), and a declaration of Curtis A. Graham (“Graham Decl.”) with exhibits (“Graham Ex.”). (Docket Nos. 65-67). On January 12, 2021, Plaintiffs filed a Supplemental Memorandum (“P. Supp. Memo”) with a supplemental declaration of Kayvon Sabourian (“Sabourian Supp. Decl.”) and exhibits (“Sabourian Supp. Ex.”), declarations of Alfredo Chavez and Mario Henriquez with exhibits, and declarations of Theresa Medina, Elizabeth Cornell, Michelle La Chapelle, and Quansha Thomas. (Docket No. 68). On January 19, 2021, Defendants filed objections, to which Plaintiffs responded on January 22, 2021. (Docket Nos. 69-70). The Court elected to consider the matters to which Defendants objected and afforded Defendants an opportunity to respond thereto. (Docket No. 72). On February 1, 2021, Defendants filed a Response to Plaintiffs' Supplemental Memorandum (“Deft. Response”) with a declaration of Gwendolyn Eagen (alternatively “Eagen Decl.”), to which Plaintiffs objected on the same date. (Docket Nos. 73, 75). On April 9, 2021, Plaintiffs filed a document entitled: “Plaintiffs' Notice of New Authority and Ruling on Motion for Class Certification in Related Action in Support of Plaintiffs' Motion to Compel Further Discovery Responses,” to which Defendants objected on April 12, 2021. (Docket Nos. 81, 82). Defendants' objections to Plaintiffs' most recent submission are sustained and the Court will not consider such submission from Plaintiffs but observes that consideration of the same would not alter the outcome of this matter. The Court addresses the parties' other aforementioned objections below. See infra, note 22.

Defendant GHLLC opposed the filing of the First Amended Complaint, and in conjunction with such opposition, submitted a declaration of Michael Berg. (Docket No. 32-2; Sabourian Decl. ¶ 22; Sabourian Ex. AA).

Plaintiff Valdez apparently worked at ACC from in or around October 2016 until on or around June 27, 2017, and her wage statements reflect that ACC is her employer and that they were generated by “GHC Payroll, LLC.” (FAC ¶ 3; Graham Ex. A [Defendant GHLLC's Initial Disclosures, Docket No. 67 at Page 5 of 120]; Graham Ex. B [Wage Statements and Letter Attachments to Plaintiff's Initial Disclosures, Docket No. 67 at Pages 16-31 of 120]).

Plaintiff Willie apparently worked at Bay Crest Care Center, LLC (“Bay Crest”) and/or ACC. (Graham Ex. A [Defendant GHLLC's Initial Disclosures, Docket No. 67 at Page 5 of 120]; Graham Ex. B [Letter Attachment to Plaintiff's Initial Disclosures, Docket No. 67 at Pages 56-64 0f 120]). However, the First Amended Complaint does not reference Bay Crest and instead alleges that Willie worked for GHLLC, GHI, and/or GAS from in or around February 2015 until in or around April 2017. (FAC ¶ 4).

Plaintiff Theus and RCBH have reached an agreement to resolve all claims on behalf of class members who worked at RCBH, which has preliminarily been approved by the District Judge. (Docket Nos. 83, 84, 86, 87). The First Amended Complaint alleges that Theus worked for GHLLC, GHI, GAS, and/or RHBC from in around July 2008 until on or about February 10, 2019. (FAC ¶ 5).

The First Amended Complaint contains two definitions of the term “DEFENDANTS”: (1) GHLLC, GHI, GAS, ACC and/or RHBC (FAC ¶ 6); and (2) GHLLC, GHI, GAS, ACC, RHBC and DOES 1 through 100 (FAC ¶ 14). Claims against “unknown” defendants are disfavored. Wakefield v. Thompson, 177 F.3d 1160, 1163 (9th Cir. 1999), and Local Rule 19-1 provides that “[n]o complaint or petition shall be filed that includes more than ten (10) Doe or fictitiously named parties.” Local Rule 19-1. Moreover, to state claims against Doe defendants, a plaintiff must articulate, at the very least, what conduct each respective Doe defendant is responsible for and how such conduct violated plaintiff's rights. See McHenry v. Renne, 84 F.3d 1172, 1178 (9th Cir. 1996). As it appears to this Court (subject to any different determination by the District Judge) that the Doe Defendant allegations are deficient, and that the December 19, 2019 amendment deadline has passed, this Court adopts the first foregoing definition of “DEFENDANTS” for discovery purposes and views such definition to be proportional to the needs of the case considering the factors set forth in Fed. R. Civ. P. 26(b)(1).

Neither the parties' stipulation nor the District Judge's order included a new deadline to amend. (Docket Nos. 45, 46).

Defense counsel's declaration incorrectly states that such responses were served on October 10, 2021. (Graham Decl. ¶ 4).

Plaintiffs' counsel's declaration incorrectly reflects that the Second Sets of Discovery Requests were served on August 28, 2019. (Sabourian Decl. ¶¶ 6, 7).

GHI was formerly known as Skilled Healthcare Group, Inc.; it's name was changed to GHI in 2015. (Sabourian Ex. S; Graham Ex. E). Its corporate headquarters is located in Kennett Square, Pennsylvania. (Sabourian Ex. S). GHI's officers are: CEO George Hager; CFO Tom DiVittiro; Treasurer Steve Young; Secretary Michael Sherman; Assistant Secretary Michael Berg. (Sabourian Ex. S).

Berg testified, however, that GHI does not have an ownership interest in RCBH and that none of the GHI entities operate or manage RCBH. (Sabourian Ex. S at 42-43; Sabourian Ex. AA, ¶ 4).

GHLLC's officers are: President/CFO Tom DiVittiro; Treasurer Steve Young, Secretary Michael Sherman; Assistant Secretary Michael Berg. (Sabourian Ex. S). The corporate headquarters for GHLLC is also located in Kennett Square, Pennsylvania. (Sabourian Ex. S; Graham Ex. E).

The corporate headquarters for GAS is also located in Kennett Square, Pennsylvania. (Sabourian Ex. S). GAS has the following officers: President/COO Paul Bach; CFO Tom DiVittiro; Treasurer Steve Young, Secretary Michael Sherman; Assistant Secretary Michael Berg. (Sabourian Ex. S).

GHI's subsidiary health care centers would submit their payroll to GAS, and GAS would cause the “paychecks to be cut.” Another GHI subsidiary – GHC Payroll, Inc. – would manually “cut[ ] checks for the hundreds of subsidiaries of Genesis that individually have employees.” (Sabourian Ex. S).

ACC's officers are: President Tim Davis; Controller Craig Sanchez; Treasurer Steve Young; Secretary Michael Sherman; Assistant Secretary Michael Berg. (Sabourian Ex. S).

GAS has/had an administrative services agreement with each Genesis entity subsidiary in California. GAS also has/had a consulting agreement with defendant RCBH pursuant to which GAS was to provide certain services. (Graham Ex. E).

Plaintiffs and the Genesis Defendants characterize what occurred during the call somewhat differently. Plaintiffs say that Genesis Defendants' counsel “did not believe that the Genesis entities had to supplement their responses because there are multiple levels of corporate entities between the Genesis entities and the subsidiaries that directly operate the skilled nursing facilities where Plaintiffs worked.” (Sabourian Decl. ¶ 12). The Genesis Defendants say that their counsel “represented that the Genesis Entities were not willing to supplement their responses to provide documents and information relating to the non-exempt employees of unnamed, non-party subsidiary companies merely because those companies may have the same far-removed indirect corporate parent, Genesis Healthcare, Inc. [GHI].” (Graham Decl. ¶ 9).

As noted above, GHLLC's original responses stated: “Defendant did not employ Plaintiffs or any other person in California at any time during the relevant time period[,]” whereas its supplemental responses essentially conveyed that such Defendant did not have responsive documents or information. (Sabourian Exs. E, F).

Plaintiffs point to “Genesis Healthcare's” job application home page website (www.genesis careers.jobs/main/) which appears to reflect that hiring and at least some policies are centralized. (Sabourian Ex. 4).

Plaintiffs submitted the below-summarized declarations of six employees of six alleged “Genesis Healthcare”/“Genesis” entities to address Defendants' contention that Plaintiffs failed to establish a prima facie case sufficient to justify pre-class certification discovery. The declarants essentially describe employment policies and practices that they and others who worked with them experienced at such facilities including understaffing, delayed, non-existent and abbreviated/interrupted meal periods, non-existent rest periods, and working off-the-clock, and indicate that they never received extra pay or compensation for not being able to take a meal or rest break (i.e., meal or rest break premiums).

Specifically, the Court directed Defendants to include the number of Defendants' subsidiaries in California which have non-exempt employees and the number of such subsidiaries in California which employ non-exempt Certified Nursing Assistants. The Court further indicated that such submission would, if possible given the time frame, also ideally include the approximate number of non-exempt employees of Defendants' California subsidiaries, the approximate number of non-exempt Certified Nursing Assistants employed by Defendants' California subsidiaries, the number of Defendants' subsidiaries in California which have non-exempt nursing positions of any kind, and the approximate number of such non-exempt nursing positions at such California subsidiaries. (Docket No. 72).

Plaintiffs' objection to such submission (Docket No. 75) is overruled. As noted above, the Court authorized Defendants to file such submission and expressly indicated in the hearing minutes that “such supplemental submission may respond to Plaintiffs' supplemental memorandum and supporting documents.” (Docket No. 72). Nor does the Court deem it appropriate to permit Plaintiffs to file a response thereto as alternatively requested. (Docket No. 75). As Defendants have now been afforded an adequate opportunity to respond to Plaintiffs' Supplemental Memorandum and supporting documents (which, as Defendants correctly argued, exceeded the scope of what is permitted under Local Rule 37-2.3), the Court likewise overrules Defendants' objections to Plaintiffs' Supplemental Memorandum and supporting documents (Docket No. 69) and, as noted above, considers such matters, notwithstanding their procedural deficiencies.

During the same time frame, the non-exempt employees of between 11 and 16 of such subsidiaries were covered by a collective bargaining agreement. (Eagen Decl. ¶ 10).

During the same time frame, between 533 and 747 of such non-exempt employees in nursing positions providing direct care were covered by a collective bargaining agreement. (Eagen Decl. ¶ 11).

Courts have broad discretion to determine whether a party's failure to raise timely objections to discovery should be excused for “good cause.” See Blumenthal v. Drudge, 186 F.R.D. 236, 240 (D.D.C.1999). In exercising such discretion, courts consider several relevant factors, including: (1) the length of the delay in responding; (2) the reason for the delay; (3) dilatory conduct or bad faith by the responding party; (4) prejudice to the party seeking the disclosure; (5) the nature of the request (i.e., whether the discovery requested was overly burdensome or otherwise improper); and (6) the harshness of imposing the waiver. Hall v. Sullivan, 231 F.R.D. 468, 474 (D. Md. 2005).

Under Fed. R. Civ. P. 23(a), a district court may certify a class only if: (1) the class is so numerous that joinder of all members is impracticable; (2) there are questions of law or fact common to the class; (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class; and (4) the representative parties will fairly and adequately protect the interests of the class.

As the Court concludes that GHI and GHLLC have possession, custody or control of documents maintained by their indirect subsidiaries based on an ownership theory, it need not address whether GHI and GHLLC otherwise have possession, custody or control of such documents under a theory that they “wholly control” them. As discussed below, in Part IVA3, the Court has largely limited the Genesis Defendants' production to the subsidiaries in which GHI continues to hold a majority share of indirect ownership.

Under California law, an entity must meet one of three tests to be liable as a “joint employer.” An employer must either (1) exercise control over the employee's wages, hours or working conditions; or (2) allow him to suffer work or permit him to work; or (3) engage him, creating a common law employment relationship. See Futrell v. Payday California, Inc., 190 Cal. App. 4th 1419, 1429 (2011) (citing Martinez v. Combs, 49 Cal. 4th 35, 64 (2010)); see also Castaneda v. The Ensign Group, Inc., 229 Cal. App. 4th 1015, 1023-24 (2014) (parent corporation could be plaintiff's employer because it exercised control over the subsidiary's business); Mata v. Manpower, 2016 WL 948997, *11 (N.D. Cal. Mar. 14, 2016) (Fact that corporate siblings shared common corporate parent insufficient to establish that they are joint employers of persons employed by one such sibling). Federal courts have developed a four-factor “integrated enterprise” test, derived from federal labor case law, to determine whether two corporations should be considered a single employer for at least Title VI purposes: (1) interrelation of operations; (2) common management; (3) centralized control of labor relations; and (4) common ownership or financial control. Laird v. Capital Cities/ABC, Inc., 68 Cal. App. 4th 727, 737 (1998) (stating same and noting “there is a strong presumption that a parent company is not the employer of its subsidiary's employees.”) (citations omitted). Multiple federal courts have applied the “integrated enterprise” test to California Labor Code claims. See, e.g., Santos v. TWC Admin., LLC, 2014 WL 12558274, *14-*16 (C.D. Cal. Nov. 2, 2014); Trosper v. Stryker Corp., 2014 WL 1619052, *3-*10 (N.D. Cal. Apr. 22, 2014); Maddock v. KB Homes, Inc., 631 F. Supp. 2d 1226, 1238-39 (C.D. Cal. 2007); but see Casteneda, 229 Cal. App. 4th at 1024 (declining to resolve whether application of “integrated enterprise test” to California Labor Code claims appropriate because it relied exclusively on California case law).

The Magistrate Judge's preliminary determinations herein, of course, do not bind and are subject to any different determinations by the District Judge.

To the extent the Genesis Defendants may have waived an objection that Plaintiffs failed to meet such burden as Plaintiffs contend (P. Supp. Memo at 4), the Court finds good cause to excuse any such waiver.

As explained below, this case is distinguishable from other district court cases upon which Defendants rely (which, in any event, are not binding). (JS at 119-21).

The Genesis Defendants' undue burden objections are largely conclusory, but they provide some evidence of burden in the declaration of Gwendolyn Eagen which provides details regarding, among other things, the number of facilities and non-exempt employees in California.

The Court has considered the Genesis Defendants' contentions that Plaintiffs are without standing/are not appropriate class representatives to pursue claims against the Other Facilities (JS at 8 n.2), in assessing what discovery is proportional to the needs of the case, but resolution of the standing issue by the Magistrate Judge or at this juncture, would not be appropriate. See Solis v. Regis Corp., 2006 WL 2925682, *7 (N.D. Cal. Oct. 12, 2006) (since both parent entity and its subsidiaries are potentially liable and since plaintiff has no standing to bring claims against subsidiaries other than her own employer, she is not an adequate representative of those employed by other subsidiaries); Henry v. Circus Casinos, Inc., 223 F.R.D. 541, 542, 544 (D. Nev. 2004) (security guards had no standing to sue subsidiaries of employer's parent corporation, other than their own employer, and security guards thus could not maintain Nevada class claims against subsidiaries other than employer; to establish Article III standing in a class action, at least one named plaintiff must have standing in his own right to assert a claim against each named defendant before he may purport to represent a class claim against that defendant); Tribends v. Life Care Centers of America, Inc., 2015 WL 12914326, *2-*4 (C.D Cal. Apr. 9, 2015) (plaintiff resident of one subsidiary nursing home owned/owned by parent entity lacked standing to pursue class action against other nursing homes/subsidiaries of parent entity).

While Plaintiffs assertedly defined “Defendants” in such manner to avoid the situation that occurred in In Aldapa v. Fowler Packing Co., 310 F.R.D. 583, 590 (E.D. Cal. 2015) (denying motion to compel because plaintiffs drafted discovery requests in a manner such that response required defendants to accept the contention that they jointly employ plaintiffs) (see JS at 115; P. Supp. Memo at 1), such attempt to solve one problem, created others.

As GHI currently indirectly owns thirty (30) California subsidiaries with current non-exempt employees, (Deft. Response at 9; Eagen Decl. ¶ 5), the Court has effectively directed the Genesis Defendants to provide information regarding 20% of such entities. To the extent one or more of the Six Facilities were not owned/indirectly owned by GHI/GHLLC in 2016 and 2017, the Genesis Defendants shall replace such facility/facilities with a corresponding number of randomly selected GHI/GHLLC health care service provider/nursing home subsidiaries that GHI/GHLLC did own/indirectly own in 2016 and 2017.