*1 The Deccan parties, Deccan LP, Deccan LLC and Deccan GP and Vinit M. Bodas (“Deccan”), in the above-captioned consolidated cases have moved to compel John Malik (“Malik”) to disclose information about two of his outside business activities carried out in the names of Icarus Lived LLC (“Icarus 1”) and Icarus Lived, Inc. (“Icarus 2”) (collectively “Icarus”). The Court has previously ruled that Deccan discovery requests in prior interrogatories and production requests about Icarus have been overbroad. In this motion Deccan seeks an order compelling Malik to respond to the certain requests in the Fourth Set of Interrogatories and Requests for Production as follows: Interrogatories Nos. 2-8 and Requests for Production Nos. 4-9, 12-14, and 16-18.

In the Amended Complaint Deccan alleged “Malik breached his fiduciary duties to the Plaintiffs by devoting substantial time to his personal outside business ventures and ignoring his job responsibilities for the Plaintiffs. He committed fraud by intentionally concealing the extent of his involvement in his outside business ventures.” Deccan also alleged that “Malik's focus on his personal business distracted him from his job duties at Deccan ....” The complaint alleged that the Deccan Compliance Manual and Code of Ethics required managerial approval of Malik's outside business activities. The complaint also alleged that annually Malik disclosed his outside business activities to Deccan to ensure there were no conflicts of interest or interference with his employment obligations to Deccan but failed to disclose the full extent of his business activities and that he was running Icarus. The relevant time period was from January 1, 2016 to February 20 2020, when Malik resigned from Deccan.[1]

Deccan is entitled to discovery into Malik's involvement in outside business activities during the relevant period. Deccan is not entitled to detailed discovery into the business affairs of Icarus. The Court's prior rulings that refused to compel overbroad discovery had urged Deccan to posit discovery by “narrowly tailored inquiries into Malik's involvement in those businesses.” The Fourth Set of Interrogatories and Requests for Production continue to seek overbroad discovery that is not “reasonably calculated to lead to the discovery of admissible evidence.” P.B. § 13-2.[2] Some of the information requested is discoverable to the extent they seek disclosure of the personal activities Malik performed for Icarus during the relevant period or potential conflicts of interest between Malik personally or as actor for Icarus and Deccan during Malik's employment.

*2 Malik urged the Court to distinguish between discovery related to Icarus 1, with which he stated he has complied, and Icarus 2, which Malik has not disclosed. Malik argued that because Icarus 1 was not disclosed to Deccan Malik acknowledged that more “fulsome” discovery is warranted so Deccan can discover what should have been disclosed; as to Icarus 2 Malik argued that because this activity was disclosed and approved by Deccan, according to Malik, the detailed information that Deccan seeks as to Icarus 2 Malik was not under obligation to disclose as to the approved activity. However, Deccan has asserted the approval for Icarus 2 was forged; the Court will not address this forgery issue, which is for the trier-of-fact. Malik argued that discovery should be limited to the validity of the approval and the specific representations alleged. The Court cannot adopt that methodology suggested by Malik because Deccan now asserts the approval of Icarus 2 is invalid and thus is entitled to discover information that would allow it to show the time spent on Icarus interfered with Malik's duties to Deccan and to disclose any potential conflicts of interest, which was the avowed purpose of the mandatory disclosure of outside business requirements. Nevertheless, to the extent Deccan seeks more detailed information about Icarus the Court is concerned that its overbroad requests are intended for purposes unrelated to the prosecution or defense of claims in the consolidated actions so has carefully limited the ruling to those matters that would have been within Malik's duty to disclose if there was no valid approval for Icarus 2 and Malik's involvement in Icarus was not disclosed to Deccan.

Since the parties have proven unable or unwilling to resolve their discovery differences so the Court will endeavor to do so as follows.

The identity of all employees or consultants with whom Malik dealt related to Icarus 2 would not raise a conflict of interest unless they also were employed by, consulted with or serviced Deccan under circumstances that could have created a conflict. To the extent there is a potential conflict with respect to employees or consultants, i.e. those who worked for, consulted with or serviced Deccan during the relevant period, the information requested in Interrogatory 2 should be disclosed.

Malik's investment and/or loans to Icarus 2 sought in Interrogatory No. 3 does not seek discoverable information. Malik has disclosed in other discovery responses, he was the founder and sole funder of Icarus 2; how much he invested or loaned or the terms are not relevant to the time he spent on Icarus or any conflicts with Deccan. The same is true for discovery of Icarus 2 bank accounts requested in Interrogatory No. 4 and expenses paid by Malik for Icarus 2 sought in Interrogatory No. 6, those matters would not be discoverable.

Interrogatory No. 5 seeks discovery concerning any business plans and presentations Malik worked on during the relevant period. To the extent that Malik worked on business plans and presentations for Icarus 2 during the relevant period Malik should disclose how much time he spent in such activity and identify “all persons who participated in creating the business plan or presentation” if they were a Deccan employee or consultant identified in response to Interrogatory No. 2. Copies of the plans or presentations Malik worked on should be produced in response to Request No. 12 to show the projects and activities on which Malik worked while employed at Deccan but detailed information about Icarus including its finances, future projections and other business information about Malik's investment may be redacted. The identity of any persons or institutions that would disclose a conflict with Deccan should not be redacted and as to those persons general information about the subject matter of Malik's dealings with them relevant to any possible conflict should be provided. Detailed information unrelated to any potential conflict need not be disclosed. Nor should Malik redact any information about his personal activities for Icarus during the relevant period.

The only information requested in Interrogatory No. 7 that would be discoverable are contracts concerning Malik's duties at Icarus 2 and compensation agreements with Icarus 2 to the extent they disclose Malik's personal activities during the relevant period.

Contracts Malik entered into on behalf of Icarus 2 requested in Interrogatory No. 8 would not be discoverable except to the extent they concern duties Malik personally was required to carry out or did carry out for Icarus during the relevant period or if the contracts could create a possible conflict with Deccan because they also relate to Deccan's business (i.e. contracts with its vendors, investors, employees, consultants or competitors) and should have been disclosed so Deccan could evaluate potential conflicts. Malik should disclose the identity of the contracting party if there is any possibility of a potential conflict and the general subject matter of the contracts. Detailed information unrelated to any potential conflict need not be disclosed.

*3 The formation documents of Icarus 1 and 2 in Request No. 4 are not discoverable, except to the extent initial filings show when the Icarus entities were formed or if they identify persons whose identities are disclosed in response to Interrogatories Nos. 2, 5 or 8.

Documents that identify various persons involved with Icarus in Requests Nos. 5-8 are not discoverable except as to those persons that could create a possible conflict with Deccan and, as to those persons, only those documents that contain information required to be disclosed in response to Interrogatories Nos. 2, 5 and 8 above need be produced. All other information may be redacted.

The documents requested in Request No. 9 are discoverable only to the extent that relate to Malik's personal activities during the relevant period, or the identity of the parties who must be disclosed for possible conflict in response to Interrogatory No. 8 above, and as to those deals and transactions only documents with general information about their subject matter and about Malik's personal activities need be disclosed. Detailed information unrelated to any potential conflict need not be disclosed.

The business plans sought in Request No. 12 are discoverable to the extent the information is discoverable in response to Interrogatory No. 5 above.

The intellectual property documents sought in Requests Nos. 13-14 are not discoverable.

The financial information documents sought in Requests Nos. 16-18 are not discoverable.