*1 Before the Court is Plaintiff The Official Stanford Investors Committee's (OSIC) Motion to Quash and for Protective Order, asking the Court to quash Defendant The Toronto-Dominion Bank's (TD Bank) subpoena and notice of deposition for non-party Pam Reed. ECF No. 601. OSIC objects to TD Bank's subpoena deposition notice on three grounds: (1) Ms. Reed is not a party to the litigation; (2) Ms. Reed has no personal knowledge of facts relevant to the claims in this action; and (3) TD Bank is attempting to harass and intimidate Ms. Reed through the noticed deposition. See Pl.’s Objections, Motion to Quash and Motion for Protective Order 3–4, ECF No. 601 [hereinafter Pl.’s Mot.].[1]

The district judge has referred discovery issues such as those raised in the pending motion to the undersigned magistrate judge, see Orders, In re Stanford Entities Secs. Litig., 3:09-MD-2099-N (N.D. Tex. Sept. 24, 2012, and Feb. 13, 2014) (ECF Nos. 30, 50), and the motion is ripe for review. The undersigned has considered the papers filed by the parties and has determined that the motion should be GRANTED in part.

On November 19, 2019, TD Bank issued a Rule 45 subpoena to Pamela Reed. Pl.’s Mot. Ex. 1, at 5, ECF No. 601-1. The subpoena directed Ms. Reed to appear for a deposition on December 17, 2019, in Austin, Texas, where Ms. Reed lives. Id. Ms. Reed is not a party to this action; she is a Stanford investor victim who voluntarily serves as an OSIC committee member. Pl.’s Mot. 2–3. TD Bank apparently seeks to depose Ms. Reed because she invested in Stanford International Bank, Limited (SIBL) certificates of deposit (CDs) and because she is a member of OSIC. Id.; Pl.’s Mot. Ex. 2, at 1, 4, ECF No. 601-2. Specifically, TD Bank advises that it intends to depose Ms. Reed on many topics, including:

Def.’s Resp. 7–8, ECF No. 614.

Through its motion, OSIC seeks to quash the Reed deposition subpoena, or alternatively, asks the Court to “issue a protective order granting OSIC and Ms. Reed protection from having to appear for Ms. Reed's deposition in this” action.[2] Pl.’s Mot. 4. OSIC argues that the Court should quash the deposition subpoena for three reasons. OSIC first contends that Ms. Reed is not a party to the case and “OSIC does not intend to designate Ms. Reed as its 30(b)(6) witness as to any of the topics identified in [TD Bank's] 30(b)(6) notice.” Id. at 3. OSIC maintains that because Ms. Reed is merely an OSIC committee member with no personal knowledge about the facts forming the bases of OSIC's claims against TD Bank, the Court should treat TD Bank's deposition notice as an “apex” deposition in accordance with Texas law.[3] Id. Second, OSIC asserts that “any knowledge [Ms. Reed] may have gained ... as a member of OSIC is ... privileged and not subject to discovery.” Id. at 3–4. Finally, OSIC claims that TD Bank's effort to depose Ms. Reed is “a transparent attempt ... to harass and intimidate Ms. Reed as a Stanford investor-victim member of OSIC.” Id. at 4.

*2 TD Bank opposes OSIC's motion. TD Bank initially argues that under relevant case law, OSIC only has standing to challenge a non-party subpoena (such as the Reed deposition subpoena) in limited circumstances, none of which apply here. Def's Resp. 5–6. TD Bank further contends that even if OSIC has standing, OSIC has not satisfied its burden to quash the deposition subpoena. Id. at 6. Specifically, TD Bank avers that under Fed. R. Civ. P. 45(d), a court may quash a subpoena for four reasons, and OSIC has not put forth sufficient evidence satisfying any of the Rule 45(d) criteria. Id. (citing Fed. R. Civ. P. 45(d)(3)(A)).

TD Bank also argues that the subpoena “does not call for any privileged or protected information,” but “[i]f the privilege issues arise at Ms. Reed's deposition, her attorney can object and assert any claims then.” Id. at 6 & n.6. In TD Bank's view, neither OSIC nor Ms. Reed have provided any evidence, other than conclusory assertions, that the sum of Ms. Reed's knowledge on relevant facts is privileged. Id. at 7. In addition, TD Bank maintains that OSIC supplied no evidence demonstrating that the Reed deposition subpoena is unreasonable or oppressive. Id. at 8. TD Bank disagrees with OSIC's characterization of the Reed deposition as an apex deposition, stating that “OSIC is not a corporation and ... has no hierarchy”; therefore, the apex doctrine does not apply. Id. at 9.

TD Bank also asserts that OSIC has not met its burden for alternative relief, i.e., obtaining a protective order, because OSIC “does not explain the good cause and specific need for a protective order, much less with a particular and specific demonstration of fact.” Id. at 10. In closing, TD Bank asks the Court to award expenses, including attorneys’ fees, incurred in opposing OSIC's motion because, according to TD Bank, it properly sought Ms. Reed's testimony and OSIC has not put forth any justification that would make an award of expenses unjust. Id. at 10 n.12.

OSIC's reply generally rejects TD Bank's claim that Ms. Reed has relevant information, asserting that TD Bank conflates OSIC with Ms. Reed. Pl.’s Reply 2, 4, ECF No. 622. OSIC states that it has sued TD Bank—not Ms. Reed. Id. at 3. “As such, why Ms. Reed chose to invest in SIBL CDs, ‘her experience as a SIBL CD investor,’ and whether she was aware of any ‘red flags’ about Stanford are irrelevant to the claims and issues in this case.” Id. (quoting Def.’s Resp. 7). OSIC again notes that TD Bank and other Defendants have served on OSIC a Rule 30(b)(6) deposition notice, but it will not designate Ms. Reed as OSIC's representative for any of the noticed topics. Id. at 5. Thus, “[t]here is no legitimate reason to drag Ms. Reed into a separate deposition to answer questions concerning OSIC's operations and the claims it asserts in this case.” Id. OSIC also reiterates that it has standing to bring the instant motion because TD Bank attempts to obtain information protected by the attorney-client and work product privileges “by seeking to examine Ms. Reed on reports and recommendations provided to OSIC by OSIC's counsel on the bases for TD's potential liability, the status of the litigation, draft pleadings, strategic deliberations and decisions taken by OSIC based on advice of counsel and other privileged matters.” Id.

A. The applicable legal standards.

Two rules govern this dispute: Federal Rules of Civil Procedure 26 and 45.[4] “Federal Rule of Civil Procedure 45 explicitly contemplates the use of subpoenas in relation to non-parties and governs subpoenas served on a third party, such as [Ms. Reed], as well as motions to quash or modify or to compel compliance with such a subpoena.” Ford Motor Co. v. Versata Software, Inc., 316 F. Supp. 3d 925, 931 (N.D. Tex. 2017) (internal quotations omitted). Rule 45(d)(3) provides that “[o]n timely motion, the court ... must quash or modify a subpoena that” either “requires disclosure of privileged or other protected matter, if no exception or waiver applies” or “subjects a person to undue burden.”[5] Fed. R. Civ. P. 45(d)(3)(A)(iii), (iv). Where the moving party asserts the subpoenaed information is privileged or protected, the party must: (1) “expressly make the claim;” and (2) “describe the nature of the withheld documents, communications, or tangible things in a manner that, without revealing information itself privileged or protected, will enable the parties to assess the claim.” Fed. R. Civ. P. 45(e)(2)(A)(i)–(ii).

*3 In analyzing whether a subpoena presents an undue burden, courts consider the following factors: “(1) relevance of the information requested; (2) the need of the party for the documents; (3) the breadth of the document request; (4) the time period covered by the request; (5) the particularity with which the party describes the requested documents; and (6) the burden imposed.” Wiwa v. Royal Dutch Petroleum Co., 392 F.3d 812, 818 (5th Cir. 2004). “Whether a burdensome subpoena is reasonable must be determined according to the facts of the case, such as the party's need for the documents [or information] and the nature and importance of the litigation.” Id. (internal quotations omitted). In addition, “if the person to whom the document request is made is a non-party, the court may also consider the expense and inconvenience to the non-party.” Wiwa, 392 F.3d at 818.

The party seeking to quash the subpoena bears the burden of demonstrating “that compliance with the subpoena would be unreasonable and oppressive,” or that compliance will lead to disclosing privileged or protected material. Id. (quoting Williams v. City of Dall., 178 F.R.D. 103, 109 (N.D. Tex. 1998)) (internal quotations omitted). “The moving party opposing discovery must show how the requested discovery was overly broad, burdensome, or oppressive by submitting affidavits or offering evidence revealing the nature of the burden.” Lead GHR Enters., Inc. v. Am. States Ins. Co., No. 3:17-mc-91-M-BN, 2017 WL 6381744, at *6 (N.D. Tex. Dec. 14, 2017) (quoting Andra Grp., LP v. JDA Software Grp., Inc., 312 F.R.D. 444, 449 (N.D. Tex. 2015)). Modifying the subpoena “is preferable to quashing it outright.” Wiwa, 392 F.3d at 818.

When “a subpoena is issued as a discovery device, relevance for purposes of the undue burden test is measured according to the standard of [Federal Rule of Civil Procedure] 26(b)(1).” MetroPCS v. Thomas, 327 F.R.D. 600, 609 (N.D. Tex. 2018) (quoting Williams, 178 F.R.D. at 110). Rule 26(b) provides that:

Fed. R. Civ. P. 26(b)(1). Information must therefore be nonprivileged, relevant, and proportional to the needs of the case to constitute discoverable material. See Samsung Elecs. Am., Inc. v. Chung, 321 F.R.D. 250, 279 (N.D. Tex. 2017) (citing Rocha v. S.P. Richards Co., Civil Action No. 5:16-CV-411-XR, 2016 WL 6876576, at *1 (W.D. Tex. Nov. 17, 2016)) (“Under Rule 26(b)(1), discoverable matter must be both relevant and proportional to the needs of the case—which are related but distinct requirements.”); see also Thomas, 327 F.R.D. at 609–10 (noting that “discovery from a third party as permitted through a subpoena issued under Rule 45 is limited to the scope of discovery permitted under Rule 26(b)(1) in the underlying action, and [d]iscovery outside of this scope is not permitted” (internal quotations omitted)).

Alternatively, Rule 26(c)(1) authorizes the court to issue a protective order, for good cause shown, “to protect a party or person from annoyance, embarrassment, oppression, or undue burden or expense.” Under Rule 26(c), a court may impose a protective order that, inter alia, forbids “the disclosure or discovery,” specifies the “terms, including time and place or the allocation of expenses” of the discovery, prescribes “a discovery method other than the one selected by the party seeking discovery,” or prohibits “inquiry into certain matters, or limiting the scope of disclosure or discovery to certain matters.” Fed. R. Civ. P. 26(c)(1)(A)–(D). “The scope of discovery is the same under both Federal Rules of Civil Procedure 45 and 26”—i.e., a party may discover any nonprivileged matter that is relevant to a party's claim or defense. Garcia v. Prof'l Contract Servs., Inc., A-15-CV-585-LY, 2017 WL 187577, at *2 (W.D. Tex. Jan. 17, 2017).

*4 Like a motion to quash, the “burden is upon [the party seeking the protective order] to show the necessity of its issuance, which contemplates a particular and specific demonstration of fact as distinguished from stereotyped and conclusory statements.” Meisenheimer v. DAC Vision Inc., No. 3:19-cv-1422-M, 2019 WL 6619198, at *2 (N.D. Tex. Dec. 4, 2019) (quoting In re Terra Int'l, 134 F.3d 302, 306 (5th Cir. 1998)). Courts have generally concluded that to obtain a protective order, the moving party must show both “good cause and a specific need for the protection.” Id. (citing Landry v. Air Line Pilots Ass'n, 901 F.2d 404, 435 (5th Cir. 1990)). The Fifth Circuit has noted the following with respect to Rule 26(c)’s good cause requirement:

Cazorla v. Koch Foods of Miss., L.L.C., 836 F.3d 540, 555 (5th Cir. 2016) (internal quotations and citations omitted). To successfully oppose a motion for protective order, however, the party seeking discovery may “need to make its own showing of ... the proportionality factors, including the importance of the issues at stake in the action, the amount in controversy, the parties’ relative access to relevant information, the parties’ resources, and the importance of the discovery in resolving the issues....” Dennis v. United States, No. 3:16-cv-3148-G-BN, 2017 WL 4778708, at *4 (N.D. Tex. Oct. 23, 2017).

The court has broad discretion in determining whether to impose a protective order. Harris v. Amoco Prod. Co., 768 F.2d 669, 684 (5th Cir. 1985). But protective orders barring depositions are rarely granted, “and absent extraordinary circumstances, such an order would likely be in error.” Salter v. Upjohn Co., 593 F.2d 649, 651 (5th Cir. 1979); see Bucher v. Richardson Hosp. Auth., 160 F.R.D. 88, 92 (N.D. Tex. 1994) (“Protective orders prohibiting depositions are rarely granted.”).

B. OSIC has standing to challenge TD Bank's subpoena.

TD Bank first contests OSIC's standing to bring this motion. Def.’s Resp. 5. TD Bank asserts that OSIC, as the party moving to quash a third-party subpoena, has standing to challenge the Reed subpoena in only limited circumstances, none of which apply here. OSIC counters that it generally has standing because: (1) “Ms. Reed is a member of OSIC and TD has demonstrated that it is primarily (if not exclusively) for that reason it seeks Ms. Reed's testimony”; and (2) it must “protect and preserve OSIC and its counsel's attorney-client privileged communications and attorney work product.” Pl.’s Reply 4–5; see Pl.’s Mot. 4 (alleging any personal knowledge of facts relevant to this action that Ms. Reed “may have gained over time as a member of OSIC is based exclusively on the work product [doctrine]” or information protected by the attorney-client privilege).

“A party, although not in possession or control of the materials sought in a subpoena and not the person to whom the subpoena is directed, has standing to file a motion to quash or modify under Federal Rule of Civil Procedure 45(d)(3) if he has a personal right or privilege in the subject matter of the subpoena or a sufficient interest in it.” Booth v. City of Dall., 312 F.R.D. 427, 430 (N.D. Tex. 2015); see Brown v. Braddick, 595 F.2d 961, 967 (5th Cir. 1979) (explaining that a party moving to quash a subpoena issued to a third-party must show that she is “in possession of the materials subpoenaed” or possesses a “personal right or privilege with respect to the materials subpoenaed”). A party “cannot challenge a Rule 45 subpoena directed to a third party on the basis that it violates another person's privacy rights ..., that the subpoena is overly broad, or that the subpoena seeks information that is irrelevant because only the responding third party can object and seek to quash a Rule 45 subpoena on those grounds.” Frazier v. RadioShack Corp., Civil Action No. 10–855–BAJ–CN, 2012 WL 832285, at *1 (M.D. La. Mar. 12, 2012). But “a party has standing to challenge a subpoena issued to a non-party if the subpoena seeks confidential or protected information sensitive to the movant.” Schmidt Tr. of Estate of Border Anesthesia Servs., P.C. v. McKee, Civil Action No. B-10-20, 2012 WL 13137023, at *3 (S.D. Tex. Feb. 21, 2012) (quoting Keybank Nat'l Ass'n v. Perkins Rowe Assocs., LLC, Civil Action No. 09–497–JJB–SR, 2011 WL 90108, at *2 (M.D. La. Jan. 11, 2011)). Moreover, “a party has standing to move for a protective order [under Federal Rule of Civil Procedure] 26(c) seeking to limit the scope of discovery, even if the party does not have standing pursuant to Rule 45(d) to bring a motion to quash a third-party subpoena.” Stancu v. Hyatt Corp./Hyatt Regency, Dall., No. 3:17-cv-675-L-BN, 2017 WL 2984052, at *1 (N.D. Tex. July 13, 2017) (quoting Bounds v. Capital Area Family Violence Intervention Ctr., 314 F.R.D. 214, 218 (M.D. La. 2016)).

*5 “Given that [TD Bank] does not challenge [OSIC's] standing under Rule 26,” TD Bank's “argument under Rule 45 is largely irrelevant.” Garcia, 2017 WL 187577, at *1 (overruling the defendant's standing objection because plaintiff not only sought to quash the subpoena under Rule 45 but also sought imposition of a protective order under Rule 26). Indeed, OSIC may challenge the Reed deposition under Rule 26—to protect Ms. Reed from “annoyance, embarrassment, oppression, or undue burden or expense”—even if it lacks Rule 45 standing. See Fed. R. Civ. P. 26(c)(1); Stancu, 2017 WL 2984052, at *1. But to the extent Ms. Reed's testimony will involve attorney-client communications and attorney work product, the Court also finds OSIC has established it has standing under Rule 45 to quash the Reed deposition subpoena.[6] See, e.g., Total Rx Care, LLC v. Great N. Ins. Co., 318 F.R.D. 587, 594 (N.D. Tex. 2017) (finding plaintiff had standing to challenge subpoena served on third-party where it “allege[d] that documents protected from disclosure by the attorney-client privilege and work-product protection are among those responsive to the” subpoena); MC Asset Recovery, LLC v. Castex Energy, Inc., Civil Action No. 4:07-CV-076-Y, 2013 WL 12171724, at *1 (N.D. Tex. Jan. 7, 2013) (noting that movants had not made a privilege claim in their original motion but because they asserted in their reply that the testimony and documents would involve privileged material, the court found movants had standing to challenge the subpoena). Thus, the Court overrules TD Bank's challenge to OSIC's standing to bring the instant motion.

C. The record as developed sufficiently shows the need for a limited protective order.

“Although this Court is not subject to Texas state court decisions applying the so-called Apex Doctrine, federal courts permit the depositions of high-level executives, sometimes referred to as apex executives, when conduct and knowledge at the highest levels of the corporation are relevant to the case.” Gaedeke Holdings VII, Ltd. v. Mills, No. 3:15–mc–36–D–BN, 2015 WL 3539658, at *3 (N.D. Tex. June 5, 2015) (citing cases for support); see Harding v. Cty. of Dall., Civil Action No. 3:15-CV-0131-D, 2016 WL 7426127, at *7 n.12 (N.D. Tex. Dec. 23, 2016) (explaining that although federal courts do not follow Texas's apex doctrine, they still require a party to demonstrate “exceptional or extraordinary circumstances” to depose a high-ranking official, similar to Texas's apex doctrine (internal quotations omitted)). Where the executive possesses “unique personal knowledge,” the court may permit an apex deposition. Robinson v. Nexion Health at Terrell, Inc., Case No. 3:12-CV-03853-L-BK, 2014 WL 12915533, at *2 (N.D. Tex. Apr. 16, 2014). The Fifth Circuit has observed, however, that the party seeking to take such a deposition should first utilize less-intrusive means, e.g., by deposing lesser-ranking officials, before taking an apex deposition. Mills, 2015 WL 3539658, at *3 (citing Salter, 593 F.2d at 651). Indeed, courts “ha[ve] authority to prevent or alter apex depositions under the Federal Rules to avoid duplication, harassment, and burdensomeness.” Sanchez v. Swift Transp. Co. of Ariz., L.L.C., No. PE: 15-CV-15, 2016 WL 10589438, at *3 (W.D. Tex. Apr. 22, 2016) (internal quotations omitted).

OSIC argues that Texas's apex doctrine precludes TD Bank from deposing Ms. Reed. Pl.’s Mot. 3; Pl.’s Reply 4. TD Bank contends, however, that the apex doctrine does not apply because “OSIC is not a corporation and other than a Chair (who is not Ms. Reed), OSIC has no hierarchy.” Def's Resp. 9.

Judge Godbey has likened OSIC to an unincorporated association. See Order, Janvey v. IMG Worldwide, Inc., Civil Action No. 3:11-CV-0117-N (Sept. 24, 2012) (holding that OSIC had standing to sue defendants as an unincorporated association). Assuming, without deciding, that the apex doctrine applies to an unincorporated association,[7] the Court nevertheless concludes the doctrine does not prohibit the Reed deposition. “[T]he doctrine may be invoked only when the deponent has been noticed for deposition because of his corporate position.” Simon, 950 S.W.2d at 442. Moreover, the high-ranking official invokes protection under the apex doctrine only where she “files a motion for protection accompanied by an ‘affidavit denying any knowledge of relevant facts....’ ” Id. (quoting Crown Cent. Petroleum Corp., 904 S.W.2d at 128).

*6 Here, TD Bank asserts that it wants to depose Ms. Reed not only because she is a member of OSIC, but also because she invested in SIBL CDs. Def.’s Resp. 7. Put differently, TD Bank claims that it does not seek to depose Ms. Reed just because she is an OSIC member. Id. More importantly, OSIC did not provide an affidavit from Ms. Reed attesting to her purported lack of knowledge (see ECF Nos. 601, 622), and therefore cannot carry its burden for the Court to either quash the subpoena or issue a protective order. For these reasons, the Court finds the apex doctrine does not shield Ms. Reed from testifying. See, e.g., Simon, 950 S.W.2d at 442; Boales v. Brighton Builders, Inc., 29 S.W.3d 159, 168 (Tex. App.—Houston [1st Dist.] 2000, pet. denied) (concluding apex doctrine did not apply where “[a]ppellants [did] not seek to depose [executive] merely because of his corporate position,” but instead “[sought] to depose him because they allege he has first-hand knowledge of certain facts”).

OSIC maintains that any personal knowledge of the facts underlying this action that Ms. Reed has gained while a member of OSIC is protected by attorney-client privilege or the work-product doctrine. Pl.’s Mot. 3–4; Pl.’s Reply 5. OSIC asserts that Ms. Reed “has no personal knowledge of any relevant facts underlying this case,” and what knowledge she may possess “is based exclusively on the work product, advice and counsel of OSIC's litigation counsel....” Pl.’s Mot. 3–4. OSIC further alleges that Ms. Reed did not become a member of OSIC until July 2013—more than eighteen months after OSIC moved to intervene. Decl. of John J. Little 2 ¶ 7, ECF No. 622-1 [hereinafter Little Decl.]. In OSIC's view, therefore, Ms. Reed “cannot testify as to the bases for why OSIC decided to sue TD because she had no involvement in that decision,” Pl.’s Reply 4. Moreover, OSIC notes that the Court did not create the committee “until 2010, after the collapse of Stanford's scheme, and ... no current or former member of OSIC [including Ms. Reed] was ever involved in the banking relationship between Stanford and TD”—i.e., the relationship giving rise to one of the central claims OSIC asserts in this action. Id. Finally, OSIC maintains that to the extent TD Bank hopes to depose Ms. Reed about “the basis for OSIC's damages claim,” it is OSIC's damage model (not Ms. Reed's individual damages as a SIBL investor) that “will be the subject of expert analysis and testimony.” Id.

TD Bank responds that “Ms. Reed ... offers no evidence of her knowledge (or lack thereof), and the Court cannot rely on OSIC's conclusory statement as to what she may or may not know.” Def.’s Resp. 7. TD Bank further questions whether Ms. Reed's knowledge is in fact privileged and, if so, to what degree. See id.

The Court agrees that much of the relevant information Ms. Reed possesses related to her service as an OSIC member could be privileged or protected. But imposing a blanket order barring TD Bank from deposing Ms. Reed concerning information acquired as an OSIC member, because she may hold such privileged or protected information, is not appropriate at this stage. Papst Licensing GmbH & Co. KG v. Apple, Inc., No. 6:15-cv-1095, 2017 WL 1233047, at *6 (N.D. Ill. Apr. 4, 2017) (quoting United States v. Lawless, 709 F.2d 485, 487 (7th Cir. 1983)) (observing that, in a deposition, “[t]he claim of privilege must be made and sustained on a question-by-question or document-by-document basis; a blanket claim of privilege is unacceptable”); see generally Fed. R. Civ. P. 45(e)(2) (specifying the method for objecting to subpoenaed information a person asserts is privileged or otherwise protected, e.g., describing the nature of withheld information in a manner sufficient to enable the parties to assess the claim). Instead, OSIC may object to questions that call for privileged or protected answers during Ms. Reed's deposition. See, e.g., Wis. Province of Soc'y of Jesus v. Cassem, No. 3:17-cv-01477 (VLB), 2019 WL 4928866, at *4 (D. Conn. Aug. 22, 2019) (denying third-party's motion to quash and explaining that “[d]uring the deposition her counsel [could] object to any questions that implicate[d] a privilege”); Papst Licensing, 2017 WL 1233047, at *6 (noting that “one cannot simply make a blanket claim of privilege at a deposition, let alone make one in advance and avoid testifying entirely,” therefore, “[t]he proper course is to assert the privilege in response to a specific question or questions during the deposition”); McKee, 2012 WL 13137023, at *4 (finding third-party had not met burden to quash deposition where, although it had asserted subpoena sought privileged information, that party could nevertheless “object to the questions that require privileged answers during the deposition”); see also Fed. R. Civ. P. 30(c)(2) (permitting attorney to instruct deponent not to answer to preserve privilege).

*7 In addition to desiring knowledge Ms. Reed may possess in her capacity as an OSIC member, TD Bank also seeks information related to Ms. Reed and her deceased husband's personal investments in Stanford's illicit Ponzi scheme and their resulting financial loss. Specifically, TD Bank claims it can inquire about Ms. Reed's investments in SIBL CDs, her experience as a SIBL CD investor, why she invested over $2 million in an offshore bank, and whether she was aware of any supposed “red flags” that Stanford was running a Ponzi scheme. Def.’s Resp. 7–8. OSIC contends these areas are irrelevant to the issues before the Court, as currently defined by the parties’ pleadings, and construes TD Bank's attempts to explore such issues as a “fishing expedition” and a poorly disguised attempt to harass a Stanford victim. See, e.g., Pl.’s Reply 2.

In the Complaint, OSIC and the named Plaintiffs allege, inter alia, that TD Bank assisted SIBL and other Stanford entities in fraudulently transferring CD proceeds. First Am. Intervenor Compl. ¶¶ 44–47, ECF No. 403. OSIC also contends that TD Bank “received [an unknown amount of] banking and other fees for providing their supposed ‘services’ which actually facilitated and furthered the Stanford Ponzi scheme” and “also made huge profits on the amounts deposited with them.” Id. ¶ 45. OSIC asserts claims for fraudulent transfer, civil conspiracy, and breach of fiduciary duty, among others, and requests punitive damages as a result. Id. ¶¶ 77–114.

In response to OSIC's allegations, TD Bank raises affirmative defenses based on statute of limitations, waiver, estoppel, unclean hands, failure to plead fraud with particularity, and disavowal of any fiduciary duty. Answer & Affirmative Defenses 31–33, ECF No. 410. TD Bank further contends that it “is not liable for any of the alleged misrepresentations, omissions, fraud, conspiracy, or breaches of fiduciary duty alleged in the [First Amended Intervenor Complaint] because TD did not know, and in the exercise of reasonable care could not have known, any of those actions.” Id. at 33. TD Bank claims that it “acted at all times with and in objective and subjective good faith.” Id.

In its response to the instant motion, TD Bank further asserts that “Ms. Reed's status as an OSIC member and a SIBL CD investor who invested millions, visited SIBL in Antigua, and referred others to Stanford makes it more than reasonably likely she has relevant information” related to the above claims and defenses. Def.’s Resp. 7. The Court disagrees.[8]

Questioning related to Ms. Reed's investments in SIBL CDs (including her experience as an investor and why she chose to invest in SIBL) and “whether she was aware of any of the supposed ‘red flags’ that Stanford was running a Ponzi scheme” (id.) do not relate to OSIC's claims asserted herein and therefore exceed the bounds of Rule 26(b)(1)’s relevancy requirement. TD Bank provides little to no viable explanation for how Ms. Reed's personal decision to invest in SIBL CDs bears any relevance to Stanford's alleged fraudulent transfers routed through TD Bank or the bank's assertion that it acted in good faith. As argued by OSIC, Ms. Reed is not an individual plaintiff in this action. Moreover, Ms. Reed has been deposed twice, where parties “examined [her] at length about her and her late husband's CD investments with Stanford, the reasons why they made the investments, [and] her trip to Antigua etc.” Pl.’s Reply 3 n.5. “TD [Bank] has those deposition transcripts....” Id. The Court agrees with OSIC's assessment that Ms. Reed's personal investment encounters with the Stanford scheme “have no bearing on” the disputed matters raised by the parties’ pleadings herein, e.g., TD Bank's relationship with Stanford, whether and why it served as SIBL's main U.S. dollar correspondent bank, and whether it “knew or had general awareness that Allen Stanford was causing his entities to violate securities law ... or committing fraud.” Id. at 3.

*8 Based on the record as presently developed, the Court finds no support for a determination that TD Bank needs Ms. Reed's testimony, or, perhaps stated more accurately, additional testimony, concerning her personal decision to invest in SIBL CDs (and related topics) to defend against OSIC's institutional claims against TD Bank. Weighing the hardship to Ms. Reed—testifying in an individual capacity at a deposition in an action where she is not an individual plaintiff—against the probative value of the information, which the Court finds is minimal to nonexistent concerning Ms. Reed's personal investment activity, the Court determines that the record demonstrates good cause exists for the imposition of a narrow protective order. Cf. Thomas 327 F.R.D. at 627–28 (granting third-party's motion to quash subpoena as “unduly burdensome” where “record [did] not support a determination that [third-party] [was] likely to be able to provide deposition testimony that would be relevant to—and needed by [plaintiff] to prove or support—the claims”); Hansen v. Alamo Mobile X-Ray & EKG Servs., Inc., Civil No. SA–14–CA–01070–FB, 2015 WL 12866215, at *3 (W.D. Tex. Oct. 7, 2015) (quoting Reynolds v. York, No. 3–04–MC—045–P, 2004 WL 1490040, at *1 (N.D. Tex. July 2, 2004)) (explaining that “efforts to use third-party subpoenas to obtain [information] ... in the hope of impeaching the plaintiff's credibility ‘amounts to nothing more than a fishing expedition’ ”). The Court determines that such an order appropriately balances the “interests of [the persons] affected by discovery.” Seattle Times Co. v. Rhinehart, 467 U.S. 20, 36 (1984). That is, a narrow protective order is necessary to shield Ms. Reed—a third-party who is voluntarily serving as a representative for countless other Stanford investor-victims—from the annoyance and burden of testifying as to her personal investment decisions (as opposed to her involvement as an OSIC member), while maintaining TD Bank's right to conduct discovery on relevant, non-privileged information.

Thus, the Court hereby ORDERS TD Bank to limit its deposition questions to information related to Ms. Reed's service as an OSIC member, as opposed to her personal activity as a Stanford investor, and such questioning should be limited to the period of July 2013 (when Ms. Reed became an OSIC member) to present, subject to any appropriate claim of privilege.[9]

In sum, the Court declines to quash the Reed deposition subpoena. The Court concludes, however, that the record demonstrates good cause exists for imposition of a protective order, in the form of limiting Ms. Reed's deposition testimony to her service as an OSIC member, subject to any appropriate claim of privilege. The Court therefore GRANTS in part OSIC's Motion to Quash and Motion for Protective Order (ECF No. 601), consistent with its discussion herein.

All other relief not expressly granted is DENIED.

SO ORDERED.