*1 This cause came on for consideration without oral argument on the following motion filed herein:

I. BACKGROUND

This case arises from a contract dispute over the leasing of 500 mobile solar generators. On September 25, 2017, the Plaintiff, SunTrust Equipment Finance and Leasing Corp. (“STEFL”), executed a Master Equipment Lease Agreement (“Master Lease”), with DC Solar Distribution (“DC Solar”), an entity not named in this litigation. (Doc. 30-1). Through the Master Lease, STEFL leased the 500 mobile solar generators to DC Solar at a total invoice cost of $75 million. (Id.; Doc. 30-2, at 2; Doc. 30-3, at 2). The Master Lease permitted DC Solar to sublet the mobile solar generators to a “permitted sublessee” via a “permitted sublease.” (Doc. 30-1, at 9). The Master Lease defines a “permitted sublease” as “a sublease of any of the Equipment between [DC Solar] and a permitted sublessee under a sublease agreement in the form ... approved by [STEFL].” (Id. at 15). A “permitted sublessee” is defined as “[Defendant] and any other sublessee with [STEFL's] prior written consent.” (Id.). In other words, DC Solar could sublease the mobile solar generators, but had to first obtain STEFL's approval of both the sublessee and the form of the sublease agreement.

On September 27, 2017 DC Solar executed a Mobile Solar Equipment Sublease Agreement (“Sublease”) with Defendant International Speedway Corporation (“ISC”), through which DC Solar sublet all 500 mobile solar generators to ISC. (Doc. 30-4). Under the Sublease, ISC agreed to pay DC Solar $450,000 per month for 120 months, and ISC's payment obligations were non-cancelable and unconditional for the entirety of this term. (Id. ¶¶ 3-4 and p. 6). The Sublease incorporates by reference the Master Lease, however in the event of a conflict between the terms, the Sublease shall prevail. (Id. at 2 ¶ 2). STEFL was aware of the Sublease and consented to it, (Doc. 30 ¶ 34), and the Sublease expressly designates STEFL as a third-party beneficiary with the right to enforce the Sublease's provisions. (Doc. 30-4). The Sublease states that “[t]here are no Sublease terms which are not contained herein or in the Master Lease.” (Id. ¶ 20). DC Solar and STEFL also executed several Subleasing Consents and Amendments to equipment schedules, through which DC Solar granted to STEFL a continuing security interest in any and all Sublease Agreements and proceeds thereof. (Doc. 30-5; Doc. 30-6).

In addition to these agreements, DC Solar and ISC executed two Addendums to the Sublease. The first, dated September 27, 2017 – the same date as the Sublease – provided that DC Solar was entering into “sponsorship agreements” with certain ISC affiliates, and if those agreements were not executed, or were terminated by DC Solar, that ISC would have the right to terminate the Sublease. (Doc. 30-10). The Addendum further provided that in the event of a conflict between the Sublease and the Addendum, the terms of the Addendum would prevail. (Id. at 3). The second, dated March 6, 2018, provided that ISC's use of the mobile solar equipment was subject to all terms and conditions of the Master Lease, however the terms of the Sublease will prevail if a conflict arises. (Doc. 30-12). The second Addendum further provided that the terms of the Master Lease could not be modified, amended, or deleted without STEFL's prior written consent. (Id.). STEFL alleges that it was not aware of either Addendum, the terms of the Addendums were not included in the Sublease that STEFL reviewed and approved, and STEFL did not consent to either Addendum. (Doc. 30 ¶¶ 53, 61). STEFL also alleges that it would have never approved the terms set forth in either Addendum, as they radically altered the payments between the parties under the Sublease. (Id. ¶ 68).

*2 STEFL alleges that DC Solar failed to make the payments required under the Master Lease in December 2018, and that this failure constituted a default. (Id. ¶ 97). On January 15, 2019, STEFL wrote directly to ISC alleging that DC Solar was in default and requested that ISC begin remitting its payments under the Sublease directly to STEFL. (Id. ¶ 98). On March 8, 2019, STEFL again wrote to ISC stating that STEFL would pursue its remedies under the Sublease if ISC did not start making payments. (Id. ¶¶ 47, 101). ISC never made any payments to STEFL. (Id. ¶ 99). This lawsuit eventually followed.[1]

There are presently two operative pleadings for this case: (1) STEFL's Amended Complaint, filed October 17, 2019 (Doc. 30); and (2) ISC's Counterclaim (Doc. 70). STEFL has asserted four claims against ISC: (1) a breach of contract claim for breach of the Master Lease and Sublease (Count I); (2) a claim for declaratory relief (Count II); (3) a claim for unjust enrichment (Count III); and (4) a claim for fraudulent inducement (Count IV). (Doc. 30).[2] ISC has asserted three claims against STEFL: (1) unjust enrichment (Count I); (2) declaratory relief (Count II); (3) and trespass to land (Count III). (Doc. 70). This is a diversity jurisdiction action, however, the parties differ on which state's laws apply to the claims and counterclaims.

Discovery commenced on September 26, 2019 (Doc. 21) and is presently scheduled to close on December 15, 2020 (Doc. 68). On March 23, 2020 ISC served STEFL with Interrogatories and Requests for Production, and STEFL filed its responses and objections to both on April 22, 2020. (Doc. 75, at 2). ISC contends that some of STEFL's responses are deficient, and counsel for the parties conferred on several occasions between July 30, 2020 and October 27, 2020 in an attempt to resolve these disputes. (Id. at 3-5). Ultimately the parties were unable to reach agreement on two discovery requests – Interrogatory No. 21 and Request for Production No. 57 – both of which involve STEFL's sponsorship relationships and/or agreements with ISC, NASCAR, and other entities. (Id.). As a result, ISC filed the present motion to compel on November 9, 2020, in which it seeks an order compelling STEFL to answer both the interrogatory and the request for production. (Id. at 14).[3] STEFL has filed a timely response to the motion to compel,[4] in which it argues that the information sought in these two discovery requests is not relevant to any issue in this case, and the requests are not proportional to the needs of the case. (Doc. 78). In addition, ISC was granted permission to file a reply brief, which it did earlier today. (Doc. 81). The motion is therefore fully briefed and ripe for consideration. It is due to be denied.

II. LEGAL STANDARD

“The Federal Rules of Civil Procedure strongly favor full discovery whenever possible.” Farnsworth v. Procter & Gamble Co., 758 F.2d 1545, 1547 (11th Cir. 1985). To that end, the Federal Rules of Civil Procedure provide that:

Fed. R. Civ. P. 26(b)(1). Relevance is “construed broadly to encompass any matter that bears on, or that reasonably could lead to other matter[s] that could bear on, any issue that is or may be in the case.” Oppenheimer Fund, Inc. v. Sanders, 437 U.S. 340, 351 (1978) (citation omitted). The scope of discovery is broad “in order to provide parties with information essential to the proper litigation of all relevant facts, to eliminate surprise and to promote settlement.” Coker v. Duke & Co., Inc., 177 F.R.D. 682, 685 (M.D. Ala. 1998) (citations omitted).

“The proponent of a motion to compel discovery ... bears the initial burden of proving that the information sought is relevant.” Creative Touch Interiors, Inc. v. Nicholson, No. 6:14-cv-2043-Orl-40TBS, 2015 WL 5952986, at *2 (M.D. Fla. Oct. 13, 2015) (citation omitted). “When the discovery sought appears relevant on its face, the party resisting it must show the lack of relevance by demonstrating that it: (1) does not come within the broad scope of relevance as defined under discovery rule; or (2) is of such marginal relevance that the potential harm the discovery may cause would outweigh the presumption in favor of broad disclosure.” Bldg. Materials Corp. of Am. v. Henkel Corp., No. 6:15-cv-548-Orl-22GJK, 2016 WL 7734066, at *1 n.1 (M.D. Fla. Aug. 26, 2016) (quoting Zorn v. Principal Life Ins. Co., No. CV 609-081, 2010 WL 3282982, at *2 n.3 (S.D. Ga. Aug. 18, 2010)).

Objections to discovery must be “plain enough and specific enough so that the court can understand in what way the [discovery is] alleged to be objectionable.” Panola Land Buyers Assoc. v. Shuman, 762 F.2d 1550, 1559 (11th Cir. 1985) (quoting Davis v. Fendler, 650 F.2d 1154, 1160 (9th Cir. 1981)). However, “[w]hen relevancy of a discovery request is not apparent on the face of the request, then the party seeking discovery has the burden to show its relevancy.” Bank of America, N.A. v. Russo, No. 6:11-cv-734-Orl-22GJK, 2013 WL 12158131, at *6, n.8 (M.D. Fla. Apr. 2, 2013) (quoting Zorn, 2010 WL 3282982, at *2 n.3).

With these standards in mind, I will now turn to the interrogatory and request for production at issue.

III. ANALYSIS

ISC has moved to compel STEFL to respond to one interrogatory and one request for production:

*4 (Doc. 75-1).

(Doc. 75-2).

During the parties’ meet and confers, ISC offered to limit the time period to 2016 to the present. (Doc. 75, at 5). STEFL still refused to produce any responsive answer or documents and maintains its objections. (Id.)

ISC contends that information relating to STEFL's experience in sports sponsorship agreements, particularly with ISC and NASCAR, are relevant to STEFL's fraudulent inducement claim, specifically whether STEFL's reliance on various alleged statements made by ISC was justified based on STEFL's “knowledge and experience with sponsorship agreements and partnerships of this nature.” (Id. at 2). ISC claims that STEFL has alleged that it knew nothing about the sponsorship arrangement in this case, and has no knowledge of such arrangements generally, therefore it is necessary to determine what sponsorship agreements, if any, STEFL has entered into with other entities, as well as the terms and conditions of those agreements, to refute this allegation. (Id. at 9-12). ISC further contends that STEFL's prior sponsorship relationships are relevant to claims and defenses concerning STEFL's knowledge of DC Solar's sponsorship agreements with ISC. (Id. at 13). ISC also argues that all of STEFL's objections are boilerplate and therefore waived, and that STEFL should be compelled to produce the relevant material. (Id. at 13-14).

In response, STEFL raises three arguments. (Doc. 78). First, STEFL states that it has never claimed that it knew nothing about sponsorship agreements in general, nor that it knew nothing about the sponsorship agreements between DC Solar and ISC. Rather, it has been STEFL's position that it was never made aware that the Addendums linked the sponsorship agreements to the Sublease, thereby giving STEFL an “intentionally incomplete” statement of the terms of the Sublease. (Id. at 9, 11-16). Stated differently, STEFL's claim of fraudulent inducement is based on ISC's affirmative misrepresentations that the Sublease contained the entirety of the agreement between DC Solar and ISC when in fact it did not. Thus, whether or not STEFL entered into other sponsorship agreements in the past five years with other parties is not relevant to this case. Second, STEFL argues that even if the requested discovery was found to be relevant, STEFL has nothing to produce because STEFL has not entered into any sponsorship agreements with anyone in the past five years. (Id. at 16). STEFL further argues that it would be inappropriate and beyond the scope of applicable discovery rules to require STEFL to produce contracts for SunTrust, who is not a party to this case. (Id. at 16-17). Last, STEFL contends that it sufficiently stated its objections both in its responses, and in its correspondence with ISC during the meet and confer process. (Id. at 18).

*5 ISC's sole basis for seeking the discovery at issue is that it is relevant to STEFL's claim of fraudulent inducement, specifically whether STEFL's reliance on ISC's alleged false statements was “justifiable.” (Doc. 75, at 2, 6-13). The parties dispute whether California or Florida law applies to the fraudulent inducement claim, and I note that the element of “justifiable reliance” only exists under California law.[5] Compare Werner v. Am. Int'l Grp., Inc., 201 F.3d 446 (9th Cir. Oct. 29, 1999) (unpublished) (listing the elements of a fraudulent inducement claim as “(a) misrepresentation; (b) scienter; (c) intent to defraud; (d) justifiable reliance; and (e) resulting damage” (citing Lazar v. Superior Court, 909 P.2d 981, 984 (1996))), with Thompkins v. Lil’ Joe Records, Inc., 476 F.3d 1294, 1315 (11th Cir. 2007) (citations omitted) (listing the four elements of a fraudulent inducement claim under Florida law as: (a) a false statement regarding a material fact; (b) the defendant's knowledge that the representation is false; (c) the defendant's intent that the representation induces another's reliance; and (d) injury to the party acting in reliance). See also Butler v. Yusem, 44 So. 3d 102, 105 (Fla. 2010) (clarifying that “[j]ustifiable reliance is not a necessary element of fraudulent misrepresentation”). Thus, if Florida law applies to STEFL's claim, ISC's motion to compel would be fatally flawed, as Florida does not consider whether the reliance is justified.[6]

The parties do not engage in much discussion or analysis as to which law should apply to the present dispute, and I note that this issue has not yet been squarely presented to the Court for resolution. And while STEFL argues in cursory fashion that Florida law applies, the majority of its response focuses on the question of justifiable reliance, which again only exists as an element under California law. I will therefore focus my analysis on whether, under California's fraudulent inducement legal standard, the discovery sought would be relevant to this case.

STEFL bases its claim for fraudulent inducement on two alleged misrepresentations. First, STEFL points to ISC's allegedly false statement in the Sublease when it represented that “[t]here are no Sublease terms which are not contained herein or in the Master Lease.” (Doc. 30 ¶ 133; Doc. 30-4 ¶ 20). STEFL alleges that ISC has since “admitted that the Sublease did not contain all of the material terms of the agreement between DC Solar and ISC because the Sponsorship Agreements, which are not disclosed in the Sublease, were a ‘requirement and part of the bargain struck between’ ISC and DC Solar.” (Doc. 30 ¶ 134). STEFL further alleges that ISC's statement in the Sublease is false because ISC also did not disclose the existence of the Addendums, in particular the terms that allowed ISC to terminate the Sublease if DC Solar was unable to obtain or maintain various sponsorship agreements. (Id. ¶¶ 70-72).

*6 The second allegedly false statement involves a September 27, 2017 letter from ISC to STEFL in which ISC represented that the “ ‘Solar Equipment ... is being leased by SunTrust Equipment Finance & Leasing Corp. to DC Solar Distribution, Inc. and then subleased by DC Solar Distribution, Inc. to ISC pursuant to the Sublease,’ which ISC defined as ‘the September 27, 2017 Mobile Solar Equipment Sublease between DC Solar Distribution, Inc. and ISC.’ ” (Id. ¶ 135). According to STEFL, ISC again deliberately excluded from this letter the material terms contained in the first Addendum, in particular that ISC could terminate the Sublease under certain circumstances, and without STEFL's knowledge or approval. (Id. ¶¶ 77-80, 135). With respect to reliance, STEFL alleges that it “was unaware of the falsity of the statements contained in the Sublease and the September 27 ISC Letter and justifiably relied on the materially false statements by ISC contained in the Sublease and the September 27 ISC letter.” (Id. ¶ 141). In other words, STEFL contends that ISC affirmatively misrepresented to STEFL that the Sublease accurately contained all of the contract terms between ISC and DC Solar when, in fact, it did not.

ISC interprets STEFL's allegations in its fraudulent inducement claim to mean that STEFL did not know about the sponsorship agreements between DC Solar and ISC affiliates, and that STEFL did not know about sponsorship agreements in general. According to ISC however, sponsorship agreements are commonplace in the mobile solar generator industry, and STEFL's own witnesses have testified at deposition that such agreements are not unusual. (See Doc. 75, at 10). Given that sponsorship agreements are regularly part of the mobile solar generator industry, ISC argues that STEFL was not justified in relying on any statements made by ISC that no such agreements existed with respect to the Sublease. ISC further contends that STEFL had a duty to investigate whether DC Solar entered into any sponsorship agreements, and STEFL's failure to do so also cannot constitute justifiable reliance on ISC's statements and/or omissions. Stated differently, ISC argues that because sponsorship agreements are so commonplace, STEFL should have been on notice that DC Solar would enter into such an agreement, and therefore STEFL was not justified in simply assuming that no such agreements existed here. In order to prove this theory, ISC requires discovery related to STEFL's own use of sponsorship agreements to further support ISC's position that those agreements are both commonplace and that STEFL was well aware of their existence.

Unfortunately, ISC is comparing apples to oranges. As STEFL states – both in its meet and confer correspondence and in its response – STEFL has never contended that it did not know about the sponsorship agreements DC Solar entered into, nor has it ever contended that it was unaware of the existence of sponsorship agreements in general. Rather, STEFL's fraudulent inducement claim is centered on the fact that ISC affirmatively misrepresented to STEFL that the Sublease itself contained all of its terms when, in fact, ISC had entered into two Addendums which materially changed the terms of the Sublease – namely allowing ISC to terminate the Sublease without STEFL's knowledge or consent in the event DC Solar's sponsorship agreements with ISC's affiliates fell through. ISC acknowledges this in its motion. (Doc. 75, at 13 (“STEFL's fraudulent inducement claim is premised on an alleged non-disclosure of the addendum and the allegation that if it knew about the addendum's cross-default and termination provisions regarding connected sponsorship agreements, it would not have consummated this transaction.” (citing Doc. 30 ¶¶ 55-58, 68, 74, 138)). See also Doc. 81, at 2.

ISC's alleged misrepresentation about the terms of the Sublease is a completely separate issue from whether sponsorship agreements exist and/or are regularly utilized in the industry, and ISC does not articulate how STEFL's execution of sponsorship agreements with other entities would shed any light on ISC's and DC Solar's execution of the Addendums, or on ISC's alleged misrepresentations to STEFL about the existence of the terms of the Addendums and/or how those terms impacted the Sublease.[7] In other words, it is not the fact that sponsorship agreements exist, that they are commonly utilized, that STEFL entered into such agreements, or even that DC Solar entered into any sponsorship agreements with respect to the 500 mobile solar generators that is relevant to whether STEFL was justified in its reliance upon ISC's statements. Rather, the issue is whether STEFL was justified in believing ISC when it stated that the Sublease was governed exclusively by the terms of the Sublease itself and failed to notify ISC of the existence of the additional terms contained in the Addendums. ISC is not arguing that it is commonplace – and hence STEFL should have been on notice – that when parties enter into sponsorship agreements, that they also routinely enter into Addendums which materially modify the terms of other related agreements (such as a leasing agreement). Nor is ISC arguing that it is commonplace for sponsorship agreements themselves to materially alter terms of related leasing agreements. If that had been the case – and ISC has now had two chances to make this argument – then perhaps the discovery it seeks would be relevant. But ISC has not, and based on the allegations of the Amended Complaint and the arguments raised by the parties, even under the broad definition of relevance applicable in federal courts, whether STEFL entered into sponsorship agreements with other entities over the past five years is not relevant to the question of whether STEFL justifiably relied on ISC's representations. ISC simply has not connected the dots.

*7 Moreover, even if I were to find that sponsorship agreements between STEFL and other entities were relevant to this case, STEFL represents in its response that it has not entered into any such agreements from 2016 to present, thus there is no production to compel. With respect to SunTrust, ISC makes the same justifiable reliance arguments that it makes with respect to STEFL, and those arguments are equally unpersuasive. ISC also has not provided any legal authority for its contention that STEFL would be required to produce sponsorship agreements that SunTrust entered into during this time period, particularly when SunTrust is not a party to this action.[8]

Accordingly, Defendant and Counter-Plaintiff International Speedway Corporation's Motion to Compel (Doc. 75) is DENIED.[9]

DONE and ORDERED in Orlando, Florida on November 24, 2020.