*1 THIS MATTER comes before the Court on Plaintiffs Human Sarmad Saad Al-Saadi's (“Al-Saadi”) and Celebrities Center for General Trading, Limited's (“Celebrities Center”) (collectively, “Plaintiffs”) Motion to Compel Production of Documents from Defendants AnnChery Fajas USA, Inc., AnnChery USA, Inc., and Ann Chery Beauty, Inc. (collectively, “Defendants” or “Ann Chery”) (D.E. 43), Defendants’ Response in Opposition thereto (D.E. 48), and Plaintiffs’ Reply (D.E. 52). Having reviewed the applicable filings and the law, it is

ORDERED AND ADJUDGED that, for the reasons stated herein,. Defendants shall produce, within twenty (20) days of the issuance of this Order, all records responsive to Plaintiffs’ Revised First Request for Production of Documents.

Plaintiffs allege that Defendants breached the parties’ agreement for an exclusive distributorship of Ann Chery brand apparel and other merchandise in Iraq, destroying Plaintiffs’ highly profitable business in that country. Plaintiffs claim the agreement was documented in a series of emails and WhatsApp correspondence with Defendants and/or their authorized representatives and led to Plaintiffs’ purchase and sale of over $5.7 million worth of Ann Chery products in Iraq over a several-year period.

Plaintiffs generally seek documents from Defendants that reflect: (1) agreements, relationships, or transactions among Defendants and the Ann Chery entities, including Colombian-based non-party CI Manufacturas Model Internacional SAS (“CI Manufacturas”); and (2) communications between Defendants and Plaintiffs, and communications between non-parties Luis Becerra (“Becerra”), Alberto de la Rosa (“de la Rosa”), and Claudio Zabaleta (“Zabaleta”) and Plaintiffs, that concern sales, invoices, receipts, airway bills, and other evidence of the parties’ commercial relationship.

Briefly,[1] Al-Saadi initiated a business relationship with Defendants in 2016 when he went to the Ann Chery English language website and, using the “Contact Us” email address provided (contacto@AnnChery.com.co), wrote to express his interest in selling Ann Chery products in Iraq. Al-Saadi was directed to use the “Official Company” email address (salesusa@annchery.com.co), which he did, and was put in contact with an Ann Chery authorized agent. Al-Saadi signed a Minimum Advertised Pricing Policy Agreement (“MAPP”) that covered terms relating to the pricing of Ann Chery products and the use of Ann Chery trademarks and advertising materials.

Al-Saadi thereafter began importing and distributing Ann Chery products in Iraq, ultimately selling over $5.7 million worth of goods in the country. Al-Saadi's business model for selling Ann Chery products in Iraq was based on his creation of an e-marketplace on Facebook. Defendant AnnChery Fajas USA, Inc. issued Al-Saadi a “Certificate of Authenticity” dated March 31, 2017, stating that Al-Saadi purchased “legitimate products from ANN CHERY FAJAS USA INC sole owner of the brand around the world.” (See D.E. 1, Ex. A-1 (Certificate of Authenticity)). Plaintiffs received boxes of Ann Chery products in Iraq that were wrapped in plastic bearing the name “Ann Chery” and included a to/from address label on which the “to” was “AnnChery Fajas USA Inc., 3550 NW 115th Ave Doral Florida 33178” and the “from” was “Manufacturas Model Internacional SAS, Calle [Colombia].” (See D.E. 43-1 (photographs of shipping labels)).

*2 On March 2019, Al-Saadi discovered that his Facebook e-marketplace page had been deactivated. Faceook's notice advised him to contact the “complaining party,” “Rights Owner: CI Manufacturas Model International SAS,” to resolve the issue.

Throughout the business relationship, Al-Saadi interacted with a number of individuals representing Ann Chery. Al-Saadi's first contact was with Claudio Zabaleta, Ann Chery's agent in the Middle East who sent him wire transfer instructions that Al-Saadi used to place orders for Ann Chery products. Zabaleta introduced Al-Saadi to Miami-based Luis Becerra as his boss and senior manager. Becerra and Alberto de la Rosa, who described himself as Ann Chery's Vice President, negotiated multiple deals with Al-Saadi on Ann Chery's behalf. They also represented to Al-Saadi that he had an exclusive distributorship, and that they would enforce the MAPP agreement. When Al-Saadi's Facebook page was deactivated, he first sought assistance from de la Rosa and Becerra; when they did not help, he contacted Angelica Riveros (“Riveros”), Ann Chery's top official in the United States (and CEO of Defendant AnnChery Fajas USA, Inc. and President of Defendant Ann Chery Beauty, Inc.), who responded that “we will fix this situation.”

According to Plaintiffs, both the contacto@AnnChery.com.co and salesusa@annchery.com.co email addresses currently appear on the Ann Chery Colombian manufacturer's English language website (http://corporativo.annchery.co/contact/). That site also lists Defendant AnnChery Fajas USA, Inc. as AnnChery's “official distributor,” “Miami USA Office,” and “wholesale department.”

In September 2020, Plaintiffs commenced this lawsuit against Defendants, alleging breach of contract; breach of the covenant of good faith and fair dealing; fraudulent and negligent misrepresentations; tortious interference; unfair/deceptive trade practices; unjust enrichment; and breach of an implied-in-fact contract. (D.E. 1).

On September 28, 2021, the Honorable Marcia G. Cooke denied Defendants’ motion to dismiss this case. (D.E. 41). Judge Cooke concluded, in relevant part, that “Plaintiffs have ... properly pled an agency relationship between Ann Chery's representatives and the Ann Chery companies.” (Id. at 7). She found that:

(Id. at 8).

In the Motion to Compel presently before the Court, Plaintiffs seek to compel Defendants to produce documents that will show the relationship and business dealings between the three Florida corporate Defendants and their Colombian parent and/or affiliate, CI Manufacturas, as conducted by officers and employees of the corporate entities. Plaintiffs also seek production of documents relating to how Defendants and their Colombian parent and/or affiliate executed the sales and shipment of the Colombian-made Ann Chery products from Florida to Plaintiffs in Iraq.

*3 In responding to Plaintiffs’ Motion to Compel, Defendants dispute the assertion that they are affiliates, subsidiaries, or agents of CI Manufacturas. They claim that CI Manufacturas is the AnnChery company, a separately-owned Colombian company with worldwide distribution, ownership of the AnnChery trademark, and exclusive ownership and control of the www.annchery.com.co domain, whereas Defendant AnnChery Fajas USA, Inc. is simply a wholesale distributor of AnnChery products, and Defendants AnnChery USA, Inc. and Ann Chery Beauty, Inc. are out of business. Defendants insist their counsel explained to opposing counsel that Defendants are not affiliated with CI Manufacturas and are entirely separate entities; that CI Manufacturas, not Defendants, owns and controls the server and email addresses at issue here; and that Defendants cannot produce documents that are in the exclusive possession, custody, and control of a foreign, non-affiliated entity.

As for the non-party individuals Becerra and De La Rosa, Defendants assert that Plaintiffs at all times transacted business directly with those two individuals and another non-party company, Shape Image, and it is those individuals and entity, along with CI Manufacturas, that have the documents Plaintiffs seek. In fact, Defendants claim they had no relationship or contact with Plaintiffs until Al-Saadi directly contacted Defendant AnnChery Fajas USA, Inc. years after the fact.

Pursuant to the Federal Rules of Civil Procedure, a party may obtain discovery regarding “any nonprivileged matter that is relevant to any party's claim or defense and proportional to the needs of the case.” Fed.R.Civ.P. 26(a)(1). “Relevance in the context of discovery ‘has been construed broadly to encompass any matter that bears on, or that reasonably could lead to other matter that could bear on, any issue that is or may be in the case.” Akridge v. Alfa Mut. Ins. Co., 1 F.4th 1271, 1276 (11th Cir. 2021) (quoting Oppenheimer Fund, Inc. v. Sanders, 437 U.S. 340, 351 (1978)).

The Court finds that Plaintiffs have established that the information sought here is relevant. Plaintiffs adequately pled the existence of an agency-like relationship between Defendants, CI Manufacturas, and the non-party individuals, and provided some evidence in support thereof. As previously mentioned, Defendants offered no evidence to refute or contradict Plaintiffs’ allegations or evidence in support of their Motion. Discovery aimed at revealing the corporate and ownership structure of these entities, and the agreements, relationships, and transactions between Defendants and the specific individuals with whom Al-Saadi claims he transacted business for a number of years, is undoubtedly relevant in this case. Plaintiffs are thus entitled to discovery that might reveal the relationship between Defendants and CI Manufacturas, Zabaleta, Becerra, de la Rosa, and Riveros, and any communications between those entities that relate to Plaintiffs and the business relationship at issue here.

Rule 34(a) requires a party to produce documents that are responsive to a request for production so long as the documents are in the party's “possession, custody, or control.” Fed.R.Civ.P. 34(a)(1). The party seeking production bears the burden of establishing that the opposing party has control over the documents sought. See, e.g., Camden Iron & Metal, Inc. v. Marubeni Am, 138 F.R.D. 438, 441 (D.N.J. 1991).

Defendants contend they do not have any right or practical ability to produce documents owned and controlled by CI Manufacturas and other third-parties. Whether documents are in a party's control under Rule 34 is broadly construed. See, e.g., Searock v. Stripling, 736 F.2d 650, 653 (11th Cir.1984). “Control ... does not require that a party have legal ownership or actual physical possession of the documents at issue, but merely requires that a party has the right, authority, or practical ability to obtain the materials sought on demand.” Batista v. Nissan N. Am., Inc., No. 14-24728-CIV, 2015 WL 10550409, at *2 (S.D. Fla. Dec. 8, 2015) (quoting Costa v. Kerzner Int'l Resorts, Inc., 277 F.R.D. 468, 471 (S.D.Fla.2011) (Seltzer, Mag. J.) (internal quotations omitted)).

*4 Under this principle of broad construction, “discovery can be sought from one corporation regarding materials that are in the physical possession of another, affiliated corporation.” Costa, 277 F.R.D. at 474 n.1 (citing Steele Software Sys. v. DataQuick, 237 F.R.D. 561, 564 (D.Md. 2006)). See also Batista, 2015 WL 10550409, at *2 (“a subsidiary has access to and control over documents held by a foreign parent corporation, particularly when there is a close working relationship on a common transaction and the subsidiary could easily obtain the documents when it is in its interest to do so”) (quoting Costa, 277 F.R.D. at 472). Thus, “the legal right to obtain documents requested upon demand may be established where affiliated corporate entities — who claim to be providers of complimentary and international financial services — have actually shared responsive information and documents in the normal course of their business dealings.” Sergeeva v. Tripleton Int'l Ltd., 834 F.3d 1194, 1201 (11th Cir. 2016) (citing SeaRock, 736 F.2d at 653, and Costa, 277 F.R.D. at 470-71).

A number of factors show that Defendant AnnChery Fajas USA, Inc. is, and the other Defendants are likely to be, either affiliates or distributors of CI Manufacturas, or both, and that Defendants likely have the legal right to obtain the requested documents from CI Manufacturas. See Camden, 138 F.R.D. 438, 442 (laying out alternate grounds that a court may use to determine the issue of control; “[e]vidence considered by the courts includes the degree of ownership and control exercised by the parent over the subsidiary, a showing that the two entities operated as one, demonstrated access to documents in the ordinary course of business, and an agency relationship”).

Plaintiffs have established a close working relationship between one or more of these Defendants and CI Manufacturas, and Defendants had access to documents requested by Plaintiffs when the need arose. Defendants received and replied to Plaintiffs’ inquiry to the Ann Chery manufacturer's web addresses, provided a Certificate of Authenticity to Plaintiffs, and shipped millions of dollars of Ann Chery products to Plaintiffs, products that bore both Defendant AnnChery Fajas USA, Inc.’s and CI Manufacturas’ names. Representatives of Defendants or CI Manufacturas, or both, provided Plaintiffs with the MAPP agreement and other information necessary to order products and generate sales and revenues for themselves. Plaintiffs allege that de la Rosa and Becerra told Plaintiffs that CI Manufacturas is “the owner of the [Ann Chery] brand” and “our company in Colombia.”

Defendants and CI Manufacturas seem to have created an opaque set of relationships among themselves. Defendants all use the term “AnnChery” in their names, whereas CI Manufacturas, the company that Defendants claim is “the AnnChery company,” does not. Plaintiffs allege that in the three years they purchased and sold millions of dollars of AnnChery products, they only interacted with individuals identified with AnnChery. The business relationship at issue in this case started when Al-Saadi made contact through the official AnnChery website, and everyone involved was directly referred from that original contact. Ann Chery's English-language website identifies Defendant AnnChery Fajas USA, Inc. as its “official distributor,” “Miami USA Office,” and “wholesale department.” De la Rosa described himself as Ann Chery's Vice President, and Riveros is CEO of Defendant AnnChery Fajas USA, Inc. and President of Ann Chery Beauty, Inc. There appears to be no distinction between AnnChery Fajas USA, Inc., AnnChery USA, Inc., or Ann Chery Beauty, Inc.

Moreover, Plaintiffs cited a 2015 state court lawsuit filed by Defendant AnnChery Fajas USA, Inc., in which this Defendant alleged: “Although it has manufacturing facilities in Colombia, Ann Chery [sic] sells its products throughout the world. In 2007, AnnChery established AnnChery Fajas USA, Inc. to further provide services to the US market, and opened a warehouse and office in Doral, Florida.” (See D.E. 36 at 7 (AnnChery Fajas USA, Inc. v. Tatiana Alejandra Narvaez-Caicedo, et al., No. 2015-009539-CA-05 (Fla. 11th Cir. Ct. Sept. 3, 2015)). In this case, CI Manufacturas appears to have profited from Plaintiffs’ business, and it certainly benefits, to the detriment of Plaintiffs, from the lack of production of relevant documents. See Sergeeva, 834 F.3d at 1201 (“client liaison members could not possibly perform their intended functions for Trident Group clients absent the ability to obtain information and documents from production company members[, and] significant circumstantial evidence established that Trident Atlanta had ‘control’ over responsive documents in the physical possession or custody of Trident Bahamas”).

*5 The Court finds on this record that Defendants are likely to have the requisite control over the documents Plaintiffs is seeking. That Plaintiffs may already have some of the documents requested through the Requests for Production does not excuse Defendants from fully responding to the outstanding Requests for Production. See, e.g, Puccio v. Sclafani, No. 12-61840-CIV, 2013 WL 4068782, at *2 (S.D. Fla. Aug. 12, 2013) (“The fact that a party's counsel may already possess some of the documents and information included in his discovery requests does not excuse the responding party's failure to fully respond to the discovery requests.”). Defendants are required to produce responsive documents.

For the foregoing reasons, the Court GRANTS Plaintiffs’ Motion to Compel Production of Documents from Defendants AnnChery Fajas USA, Inc., AnnChery USA, Inc., and Ann Chery Beauty, Inc. (D.E. 43).

DONE AND ORDERED, in Chambers, at Miami, Florida, this 29th day of November 2021.

These “facts” are culled from Plaintiffs’ Complaint (D.E. 1) and the exhibits proffered by Plaintiffs. Importantly, in responding to Plaintiffs’ Motion to Compel, Defendants failed to provide evidence that contradicts or refutes these “facts.”