*1 This matter is before me on competing motions to compel and objections to privilege logs. Dkts. 147, 148, 154, and 155.[1] BAE manages the Radford Army Ammunition Plant for the Army in Radford, Virginia. BAE hired subcontractor Lauren Engineers and Constructors, Inc. to design and construct a new nitrocellulose manufacturing facility at the Radford Plant (“the NC Facility”), but ultimately, BAE fired Lauren and acquired bids from new subcontractors to complete the design and construction of the new facility. Ultimately, Fluor Federal Solutions, LLC (“Fluor”) bid on completing the project, which BAE accepted. Now, BAE and Fluor are embroiled in this litigation, and each has filed a breach of contract action against the other. This case has been riddled with discovery issues for some time, including my twice ordering the Parties to review, update, and re-exchange their privilege logs, attorneys' eyes only (“AEO”) designations, and document redactions. Dkts. 128, 144. I have had many informal conferences regarding the production of ESI and other discovery issues. The present motions to compel have been extensively briefed and argued, and I GRANT in part and DENY in part the motions of both Parties.

BAE seeks four categories of documents in its motion to compel: 1) documents related to the limitation of damages (“LOD”) clause, 2) documents related to the NC Facility project in the possession of Fluor's parent, Fluor Corporation, and identification of three Fluor Corporation hub custodians, 3) non-privileged transcripts, exhibits, documents, and evidence relating to the NC Facility that were given to the SEC, DOJ, and/or FBI as part of related regulatory proceedings or investigation involving Fluor Corporation, and 4) the identity of Confidential Witness 6 as described in a shareholder complaint filed against Fluor Corporation Texas. Dkt. 147.[2]

1. Documents related to the LOD clause

During the contract formation stage, Fluor Director Lura Lewis emailed BAE's Senior Subcontract Administrator Erin Phalen on December 7, 2015, about the LOD clause(s) inserted into the contract and stated the following:

*2 BAE contends that Lewis's email waived the attorney-client privilege to the subject matter of any communications related to the LOD clause, or, at a minimum, waived attorney-client privilege for Lewis's chain of emails on this issue. Fluor argues that it has not waived the attorney-client privilege because although Lewis's statements were based on the advice of counsel, they did not refer to a lawyer or include any specific communications from a lawyer.

The proponent of attorney-client privilege “must establish not only that an attorney-client relationship existed, but also that the specific communications at issue are privileged and that the privilege was not waived.” Zeus Enterprises, Inc. v. Alphin Aircraft, Inc., 190 F.3d 238, 244 (4th Cir. 1999). “[I]n determining whether there has been disclosure of a communication covered by the attorney-client privilege, we distinguish between disclosures based on the advice of an attorney, on the one hand, and the underlying attorney-client communication itself, on the other.” In re Fluor Intercontinental, Inc., 803 F. App'x 697, 701 (4th Cir. 2020). The mere fact that a disclosure “covered the same topic” as discussed with counsel “or that it was made pursuant to the advice of counsel doesn't mean that privileged communications themselves were disclosed.” Id. at 702. If a party “ ‘reveals part of a privileged communication to gain an advantage in litigation, the party waives the attorney-client privilege as to all other communications relating to the same subject matter.’ ” E.I. Dupont de Nemours and Co. v. Kolon Indus., Inc., 269 F.R.D. 600, 605 (E.D. Va. 2010) (quoting United States v. Jones, 696 F.2d 1069, 1072 (4th Cir. 1982)).

Here, Fluor has shown that an attorney-client privilege existed and that the privilege was not waived. The email from Lewis merely notes that she discussed the LOD clause with “Legal” (presumably in-house counsel) and then proceeded to give her apparent interpretation of the clause. Importantly, she did not provide the underlying communications with counsel. While BAE speculates that Lewis used a quote from in-house counsel, speculation is not enough to waive the privilege. Additionally, the mere fact that these statements may have conveyed advice from counsel does not waive the privilege. See In re Fluor, 803 F. App'x at 701; Sky Angel U.S., LLC v. Discovery Commc'ns, LLC, 885 F.3d 271, 276 (4th Cir. 2018) (noting that a waiver is not inferred merely for seeking legal advice on the same topic). Further, Fluor provided this email chain in discovery and has not sought to claw it back, which indicates that Fluor does not think that Lewis has forwarded an attorney-client communication. Fluor does not gain an advantage in this litigation by protecting its attorney's advice from discovery because the parties are able to otherwise conduct all necessary discovery of the principals who negotiated the LOD clause and the meaning and intent of that clause. I find that Lewis did not waive the attorney-client privilege, and thus, there is no subject matter waiver. Accordingly, I DENY BAE's motion to compel for documents related to the LOD clause.

2. Fluor Corporation documents related to the NC Facility project and three Fluor Corporation hub custodians

BAE contends that Fluor's parent company, Fluor Corporation, was deeply involved on behalf of its subsidiary, Fluor, in the decision of whether to bid on the NC Facility project and the work completed once BAE awarded the project to Fluor. BAE argues that Fluor should be compelled to produce Fluor Corporation documents related to the NC Facility project and to identify three Fluor Corporation hub custodians who would provide their documents regarding the work Fluor completed on the project. For its part, Fluor argues that it has produced all communications it had with Fluor Corporation during the relevant period and that it does not have control over Fluor Corporation's documents.

*3 A discovery request must be “proportional to the needs of the case, considering the importance of the issues, the amount in controversy, the parties' access to information and their resources, the importance of discovery, and whether the burden or expense of discovery outweighs any likely benefit.” Fed. R. Civ. P. 26(b)(1). Proportionality is especially important in cases such as this, where the attorneys have exchanged millions of pages of discovery and their clients have incurred significant expenses throughout the discovery process. See U.S. ex rel. Ferris v. Afognak Native Corp., No. 3:15-cv-0150-HRH, 2017 WL 11675479, at *5 (D. Alaska Oct. 19, 2017); Edwards v. McDermott Int'l, Inc., No. 4:18-cv-04330, 2022 WL 1568279, at *1– 2 (S.D. Tex. May 18, 2022). Here, I find that the production of any additional Fluor Corporation documents is not proportional to the needs of the case. Fluor has produced those documents received from Fluor Corporation regarding its review and analysis of the NC Facility project or which attempt to influence or control the decision of Fluor about whether to submit a proposal on the project or the work it completed on the project.

Further, I find that Fluor does not have control over Fluor Corporation's documents. A court may order a non-party's documents to be produced if the documents are under the custody or control of a party. Fed. R. Civ. P. 34(a). “Control does not require that the party have legal ownership or actual physical possession of the documents at issue, but rather the right, authority or practical ability to obtain the documents from a nonparty to the action.” E.I. DuPont de Nemours & Co., 286 F.R.D. at 292 (internal quotation marks omitted). “For related non-parties, like parent, sister, or subsidiary corporations, courts examine (1) the corporate structure of the party/non-party, (2) the non-party's connection to the transaction at issue in the litigation, (3) the degree that the non-party will benefit from the outcome of the case; (4) whether the related entities exchange documents in the ordinary course of business; (5) whether the nonparty has participated in the litigation; (6) common relationships between a party and its related non-party entity; (7) the ownership of the non-party; (8) the overlap of directors, officers, and employees; (9) the financial relationship between the entities; (10) the relationship of the parent corporation to the underlying litigation; and (11) agreements among the entities that may reflect the parties' legal rights or authority to obtain certain documents.” Flame S.A. v. Indus. Carriers, Inc., No. 2:13-cv-658, 2014 WL 1681426, at *1 (E.D. Va. Apr. 23, 2014). Fluor Corporation is not a party the present litigation, and while it may benefit from Fluor prevailing in this case, Fluor has produced documents provided by Fluor Corporation to Fluor regarding the analysis of the project or any work that it provided to Fluor.

During the hearing held on these motions, I presumed that Fluor had control over Fluor Corporation's documents, and Fluor countered that they did not have control. When asked directly if Fluor Corporation documents could be produced if ordered, Fluor appeared non-committal. Fluor's counsel noted that Fluor Corporation has independent counsel. Further, BAE has not shown that any of the officers or directors who overlapped between Fluor and Fluor Corporation were part of any discussions about the NC Facility project. Accordingly, I find that Fluor does not have control over Fluor Corporation's documents.

Because I find that BAE's request for Fluor Corporation's documents is not proportional to the needs of the case and that Fluor does not have control over these documents, I find that the appointment of a hub custodian is not proper or warranted. I DENY BAE's motion as it relates to this category of documents and the appointment of hub custodians.

3. Non-privileged transcripts, exhibits, documents, and evidence relating to the NC Facility that were given to the SEC, DOJ, and/or FBI

*4 BAE seeks the production of documents related to testimony, transcripts, document production, and evidence relating to the NC Facility given to the SEC, DOJ, and/or FBI as part of ongoing regulatory or criminal investigations. At the hearing, the parties revealed that Fluor Corporation, not Fluor, was subpoenaed to produce these documents. Fluor represented that any of its documents produced to any governmental agency would have been produced to BAE in this litigation. On March 27, 2023, Fluor's counsel provided the subpoenas to the Court for in camera review.

BAE brought this action asserting a single claim against Fluor for breach of contract. “The elements of a breach of contract action are (1) a legally enforceable obligation of a defendant to a plaintiff; (2) the defendant's violation or breach of that obligation; and (3) injury or damage to the plaintiff caused by the breach of obligation.” Daily v. White, 520 F. Supp. 3d 835, 841 (W.D. Va. 2021) (Moon, J.) (citing Sunrise Care, LLC v. Wright, 277 Va. 148, 154 (2009)) (internal quotation marks omitted). I reviewed in camera the subpoenas served on Fluor Corporation and do not find that the subpoenas on their face are specifically related to the breach of contract claim alleged in this action. The documents BAE seeks beyond those which Fluor Corporation shared in correspondence or communications with Fluor are therefore not relevant.[3] BAE also requests the transcripts of testimony given as part of the regulatory investigations but cites no controlling Fourth Circuit precedent which would require this request.[4] Accordingly, I DENY BAE's motion as it relates to this category of documents.

Fluor seeks a protective order to prevent BAE from questioning Fluor's witnesses about the pending regulatory and/or criminal investigations. Dkt. 152. Fluor argues that a protective order is necessary because questions about these investigations are irrelevant and meant to harass witnesses “in the hope that they will invoke their Fifth Amendment rights.” Dkt. 152 at 21. Rule 26(c) states that “[t]he court may, for good cause, issue an order to protect a party or person from annoyance, embarrassment, oppression, or undue burden or expense.” Fed. R. Civ. P. 26(c). “The party seeking a protective order has the burden of establishing good cause by demonstrating that specific prejudice or harm will result if no protective order is granted.” See Iovino v. Michael Stapleton Assoc., Ltd., No. 5:21-cv-00064, 2022 WL 17581491, at *4 (W.D. Va. Dec. 12, 2022) (Cullen, J.). As the party moving for the protective order, Fluor has not met its burden to establish good cause. Fluor argues that the questions BAE asks are irrelevant. However, Fluor's President, Thomas D'Agostino, noted that the DOJ's investigation relates to the NC Facility project. Dkt. 114 at 2. Additionally, if Fluor's witnesses wish to invoke their Fifth Amendment privilege and choose not to testify in this civil action, they certainly may do so. Accordingly, I DENY Fluor's motion for a protective order.

4. The identity of Confidential Witness 6

*5 BAE seeks the identity of Confidential Witness 6, a prospective witness in a derivative action against Fluor Corporation in the Northern District of Texas. See Chun v. Fluor Corp. et al, No. 3:18-cv-02338. Alternatively, BAE asks that Fluor identify the class of employees who worked at Fluor in the same position and office as the putative Confidential Witness 6. BAE derives the relevance of Confidential Witness 6 from a single allegation made in the complaint filed in the state court action. Courts have routinely ordered a party to reveal the identity of a confidential witness when that party utilizes statements made by the confidential witness in their pleadings. See In re Faro Tech. Sec. Litigation, No. 6:05-cv-1810-Orl-22DAB, 2008 WL 205318, at *1 (M.D. Fl. Jan. 23, 2008) (collecting cases). Here, however, BAE used the confidential witness in its Complaint based upon the allegations in the derivative action. Dkt. 1 at 10. The statement BAE references in its Complaint attributes a single statement to Confidential Witness 6 about the NC Facility project.[5] Fluor has never used Confidential Witness 6 in this action, and it is not clear that Fluor even knows the person who is the supposed Confidential Witness 6. Accordingly, I DENY BAE's motion to compel the identity of Confidential Witness 6.

Fluor seeks from BAE five categories of documents in its motion to compel: 1) documents about the completion of the Lauren design, BAE's termination of Lauren, and pay applications or requests for payment for work done by Lauren, 2) documents prepared by or involving Jacobs Field Services North America or Jacobs Engineering (collectively “Jacobs”), 3) documents prepared by or involving Bowas-Induplan Chemie Gesellschaft MBH (“BOWAS”), 4) documents prepared by or involving Price Waterhouse Cooper (“PwC”), and 5) all Cost and Pricing Analyses (“CAPA”) regarding the work Fluor did under the subcontract. Dkt. 148. As it relates to these requests, BAE has “agreed to produce any additional documents it can locate that are not privileged and responsive to Fluor's numerous requests.” Dkt. 153 at 7. Accordingly, I ORDER BAE to produce all non-privileged, relevant documents in these categories from custodial and non-custodial sources, including shared network drives and databases, in compliance with the Parties' Agreed Order Regarding Discovery (Dkt. 59 at 4, 7– 10).

BAE objects to five categories of entries on Fluor's privilege log: 1) documents related to the LOD clause, 2) documents prepared by or involving Aegis, 3) documents related to the arbitration between BAE and Lauren, 4) all proposed-change notices (“PCNs”) without an attorney listed on the privilege log entry, and 5) the over-redaction of 933 documents. Dkt. 154.[6]

1. Documents related to the LOD clause

BAE objects to entries on Fluor's privilege log related to the $30 million LOD clause. BAE makes the same argument as it did in its motion to compel. For the reasons previously stated, I DENY this part of BAE's motion.

2. Documents prepared by or involving Aegis

BAE states that Fluor hired Aegis to correct and deliver Fluor's contractually required schedules to BAE during project performance. BAE argues that there is no basis for Fluor to assert privilege over these documents. Fluor argues that the documents BAE seeks are actually from Aegis's Risk/Claims division that was engaged to create PCNs at the direction of Fluor's counsel and in anticipation of litigation. At the hearing, BAE noted that it does not seek documents prepared by Aegis's Risk/Claims division.

*6 The burden of proof rests with the party asserting the work product doctrine to demonstrate that the documents at issue were prepared in anticipation of litigation. Solis v. Food Emp'rs Labor Relations Ass'n, 644 F.3d 221, 231–32 (4th Cir. 2011). Here, Fluor has not met its burden. Fluor notes that Aegis's Risk/Claims division was engaged in the fall of 2017 in anticipation of litigation. Dkt. 160 at 11. However, Fluor does not argue that the non-Risk/Claims division Aegis documents are protected. Accordingly, I GRANT BAE's motion as it relates to any outstanding non-Risk/Claims division Aegis documents that have not been produced.

3. Documents connected with the arbitration between BAE and Lauren

BAE argues that Fluor provided support to BAE during its 2016 arbitration with Lauren. Fluor maintained in its brief and on the record at the March 21, 2023 hearing that it had no involvement in the arbitration. Accordingly, I DENY BAE's motion as it relates to the Lauren arbitration.

4. All PCNs without an attorney listed on the privilege log entry

BAE objects to Fluor's PCN-related entries without an attorney present. Fluor argues that the work product doctrine and the attorney-client privilege protect even those entries without an attorney present because the communications contain discussion of counsel's legal advice and analysis.

The work product doctrine applies to materials created in anticipation of litigation. Solis, 644 F.3d at 231. “[M]aterials prepared in the ordinary course of business or pursuant to regulatory requirements or for other non-litigation purposes are not documents prepared in anticipation of litigation[.]” Nat'l Union Fire Ins. Co. of Pittsburgh, PA v. Murray Sheet Metal Co., Inc., 967 F.2d 980, 984 (4th Cir. 1992). “Determining the driving force behind the preparation of each requested document is therefore required in resolving a work product immunity question.” Id. Here, the privilege log entries for the documents withheld do not support the application of the work product doctrine. These documents were created in the ordinary course of business, pursuant to the terms of the subcontract. Dkt. 1 at 19–20. In fact, the only way that Fluor could make changes to the subcontract was to obtain the written approval of BAE. Id. As such, the work product doctrine does not protect these documents from production.

The attorney-client privilege also does not shield these documents from production. “While the attorney client privilege extends to communications with in-house counsel, all communications with in-house counsel are not necessarily privileged.” Allen v. TV One, LLC, No. DKC 15-1960, 2016 WL 7157420, at *3 (D. Md. Dec. 8, 2016). The confidential communication “must be for the primary purpose of soliciting legal, rather than business advice.” Henson By and Through Mawyer v. Wyeth Laboratories, Inc., 118 F.R.D. 584, 587 (W.D. Va. 1987). The attorney-client privilege does not “apply to any communication as to which a business purpose would have served as a sufficient cause, i.e., any communication that would have been made because of a business purpose even if there had been no perceived additional interest in securing legal advice.” U.S. v. Cohn, 303 F. Supp. 2d 672, 684 (D. Md. 2003) (internal quotations omitted). Here, the attorney-client privilege does not protect these documents from discovery because although an attorney may have reviewed them, their primary purpose was for a business purpose as part of the subcontract. Any legal advice was merely incidental to the primary business purpose. See In re Zetia (Ezetimibe) Antitrust Litigation, No. 2:18md2836, 2019 WL 6122011, at *2 (E.D. Va. Oct. 3, 2019) (finding attorney-client privilege did not apply when communication was initiated by lawyers but “it did not appear to require any legal interpretation or analysis”). Accordingly, because the PCN-related entries without an attorney present are neither protected by the work product doctrine nor the attorney-client privilege, I GRANT BAE's motion to compel in this respect.

5. Over-redaction of 933 documents

*7 BAE challenges the redaction of 933 documents on Fluor's privilege log and claims that the redactions “do not appear to be based on any claim of privilege.” Dkt. 154 at 12. Fluor argues that it has reviewed its redacted records for relevancy and privilege. BAE cited three examples of redactions it believes are improper, to which Fluor responded with specificity as to why redactions were warranted. Dkt. 160 at 13. BAE has not provided evidence to the contrary. Accordingly, I DENY BAE's motion to compel as it relates to these 933 documents.

Fluor objects to six categories of entries on BAE's privilege log: 1) PCN-related entries with no attorney in the To, From, or CC field, no counsel included or referenced, and no description beyond basic privilege designation, 2) documents before 2017 withheld as work product, 3) entries claiming privilege over Lauren arbitration documents, 4) no attorney in the To, From, or CC field and has minimal descriptors, 5) four or more recipients CC'ed, and 6) entries with conflicting descriptors.[7] Fluor also seeks sanctions for BAE's alleged deficiencies. Dkt. 155.

1. PCN-related entries with no attorney listed

Fluor argues that these PCN-related entries with no attorney listed must be produced. BAE objects on the basis of work product doctrine and attorney-client privilege. As outlined above, PCN-related entries without an attorney present must be produced because they are not protected by the work product doctrine or the attorney-client privilege. Accordingly, I GRANT Fluor's motion as it relates to this category.

2. Documents before 2017 withheld as work product

Fluor argues that any documents created before 2017 withheld as work product are not truly work product because BAE could not have conceivably anticipated litigation. BAE agrees to re-review these entries and produce them if no independent basis for privilege exists. Dkt. 159 at 20. Accordingly, I ORDER BAE to re-review these entries and produce relevant documents if no privilege exists. Further, to the extent BAE still asserts a privilege, it must update its privilege log with more fulsome descriptions as to the basis for privilege.

3. Entries claiming privilege over Lauren arbitration-related documents

Fluor argues that attorney-client privilege and the work product doctrine do not apply to BAE's Lauren arbitration-related entries. BAE maintains that it has properly asserted these protections. The attorney-client privilege extends past litigation, even surviving death. Swidler & Berlin v. U.S., 534 U.S. 339, 405 (1998). The work product doctrine also extends beyond the litigation for which materials were created. Duplan Corp. v. Moulinage et Retorderie de Chavanoz, 509 F.2d 730, 736 (4th Cir. 1974). This extension applies to both fact and opinion work product. Id. Opinion work product “enjoys a nearly absolute immunity and can be discovered only in very rare and extraordinary circumstances.” In re Grand Jury Proceedings, 33 F.3d 342, 348 (4th Cir. 1994). Fact work product is discoverable if an adverse party “shows that it has a substantial need for the materials to prepare its case and cannot, without undue hardship, obtain their substantial equivalent by other means.” Fed. R. Civ. P. 26(b)(3). Here, the Lauren arbitration materials still constitute work product, even after the Lauren litigation settled. Fluor has not alleged extraordinary circumstances that would require the production of opinion work product or a substantial hardship that would require the production of fact work product. Accordingly, I DENY Fluor's motion to compel as it relates to BAE's entries claiming attorney-client privilege or work product protection over Lauren arbitration materials.

4. No attorney in the To, From, or CC field and has minimal descriptors

*8 Fluor argues that BAE should be compelled to produce documents with no attorney in the To, From, or CC field and that have minimal descriptors. Fluor asserts these documents should be produced because the lack of sufficient descriptors waives the privilege. BAE counters that its entries contain “all the information required under the agreed ESI Protocol[.]” Dkt. 159 at 21.

A privilege log “must as to each document set forth specific facts that, if credited, would suffice to establish each element of the privilege of the immunity that is claimed.” N.L.R.B. v. Interbake Foods, LLC, 637 F.3d 492, 502 (2011) (cleaned up). “Regardless of how the privilege log is designed, its primary purpose is to provide information about the nature of the withheld documents sufficient to enable the receiving party to make an intelligent determination about the validity of the assertion of the privilege.” Johnson v. Ford Motor Co., 309 F.R.D. 226, 233 (S.D.W. Va. 2015).

While I recognize the challenges associated with a case with large document production, BAE has gone to extraordinary lengths to provide over 900 pages of descriptions of material it wants to withhold from production. It has become a practice by both sides in this case to claim protection from discovery first and figure out the protection later. During the March 23, 2023 hearing, BAE acknowledged that lawyers who are not part of the trial team and not familiar with all of the issues in the case reviewed documents and put them on the privilege, which may have resulted in the overclassification of the relevant protections. I directed the Parties to review entries to their privilege logs and to update them accordingly. Material changes have not been made. Simply stating attorney-client privilege or work product is not sufficient. As I warned the Parties in my second order to review privilege logs, Dkt. 144, I find that these insufficient descriptions are a waiver of the privilege asserted. See Clay v. Consol Pennsylvania Coal Co., LLC, No. 5:12CV92, 2013 WL 5133065, at *2 (N.D.W. Va. Sept. 13, 2013); In re Infinity Business Group, Inc., 530 B.R. 316, 326–27 (D.S.C. 2015). Accordingly, Fluor's motion is GRANTED as it relates to all documents with minimal descriptions as it identified in its objections.

5. Four or more recipients CC'ed

Fluor dedicates a portion of its objections to this category of documents but provided no argument either in its brief or at the March 23, 2023 hearing in support. Because Fluor has not made any argument as to why these entries are objectionable, I DENY its motion as it relates to this category.

6. Entries with conflicting descriptors

Fluor dedicates a portion of its objections to this category of documents but provided no argument either in its brief or at the March 23, 2023 hearing in support. Because Fluor has not made any argument as to why these entries are objectionable, I DENY its motion as it relates to this category.

Sanctions

Fluor asks the Court to impose sanctions on BAE for its 58,935 documents provided to Fluor without regard for relevance or responsiveness and for its global downgrade of 39,000 documents from AEO to Confidential. BAE argues that its actions do not warrant sanctions and that it has followed the Court's request to overproduce rather than underproduce. Rule 16(f) and Rule 37(b) allow sanctions if a party or its attorney fails to obey a court order. Fed. R. Civ. P. 16(f); Fed. R. Civ. P. 37(b). Here, I do not find that sanctions are warranted. BAE complied with my previous orders by reviewing its privilege log and producing or downgrading documents that were incorrectly withheld. BAE has provided Fluor with an extensive number of documents, but Fluor has not provided any evidence that these documents cannot be utilized or the extent that over production caused it prejudice or substantial expense. As such, I DENY Fluor's motion for sanctions.

*9 In his 2015 Year-End Report on the Federal Judiciary, Chief Justice Roberts highlighted the then new amendments to the Federal Rules of Civil Procedure and noted that the amended rules “emphasize the crucial role of federal judges in engaging in early and effective case management.” Chief Justice John Roberts, 2015 Year-End Report on the Federal Judiciary (Dec. 31, 2015), available at https://www.uscourts.gov/news/2015/12/31/chief-justice-roberts-issues-2015-year-end-report. Chief Justice Roberts cited to Rule 1, which directs that the Federal Rules “should be construed, administered, and employed by the court and the parties to secure the just, speedy, and inexpensive determination of every action and proceeding.” Id. at 6 (quoting Fed. R. Civ. P. 1) (internal quotation marks omitted). Chief Justice Roberts also highlighted Rule 26, which embraces the concept that discovery has reasonable limits through the “common-sense concept of proportionality,” which necessarily requires that the “pretrial process ... provide parties with efficient access to what is needed to prove a claim or defense but eliminate unnecessary or wasteful discovery.” Id. at 6–7.[8] BAE and Fluor are flanked by a cadre of experienced and persuasive lawyers, all of whom seek more production regarding this project. This Order balances the important issues with the proportional needs of the case as the parties close the document production phase of discovery and proceed with depositions.

For the reasons stated above, I GRANT in part and DENY in PART the relevant motions to compel. Dkts. 147, 148, 154, 155. I GRANT Fluor's Motion to Seal and for Ex Parte, In Camera Review of Documents. Dkt. 184. The Parties' previous motions to compel, Dkts. 136 and 137, are MOOT. The Parties are ordered to produce any materials as outlined in this Order within 14 days of the entry of this Order.

It is so ORDERED.