*1 Before the Court by Order of Reference[1] is Defendant FedEx Corporate Services, Inc.'s (“FedEx”) Motion to Compel Discovery, filed February 7, 2023. (ECF Nos. 79, 81.)[2] Plaintiffs Solve Together, LLC and The Fine Companies, LLC filed their Response to the Motion on February 17, 2023. (ECF No. 82.) With leave of Court, FedEx filed a Reply on April 4, 2023. (ECF No. 86.) For the reasons set forth below, the Motion is GRANTED.

In this dispute, Plaintiffs seek over $530 million from FedEx related to what they claim are unpaid invoices for personal protective equipment (“PPE”) purchased during the COVID-19 pandemic. (ECF No. 81-2, at 2.) Plaintiffs claim that FedEx refused to accept and pay for several large PPE orders, and, as a result, they “nearly went out of business.” (ECF No. 82, at 1.) Specifically, Plaintiffs contend that, because of their significant vendor relationship with FedEx and the allegedly unpaid invoices, they did not have the necessary capital or capacity to purchase PPE to sell to other customers and “thus lost substantial additional business.” (ECF No. 36 ¶ 11; ECF No. 82, at 2.)

In the Motion, FedEx seeks to compel Plaintiffs to produce documents responsive to Request for Production (“Request”) Nos. 20, 23, and 26. In general, these Requests seek documents related to Plaintiffs' sales and customer ledgers, profit and loss statements, overall business structure, and financial relationship with Daniel Fine, Plaintiffs' owner. (ECF No. 81-2, at 4–5.) Plaintiffs originally objected to the Requests as overly broad and unduly burdensome, seeking information irrelevant to the parties' claims or defenses, and seeking information protected by the “attorney-client privilege, work-product doctrine, and/or common interest/joint prosecution privilege.”[3] (Id.) In the parties' briefing on the Motion, the dispute has been narrowed to two overall issues: whether the Requests seek irrelevant information and whether the Requests are duplicative[4] of other discovery requests.[5]

*2 In the Sixth Circuit, “the scope of discovery is extremely broad under the Federal Rules of Civil Procedure and is ... within the broad discretion of the trial court.” Clark Constr. Grp., Inc. v. City of Memphis, 229 F.R.D. 131, 137 (W.D. Tenn. 2005) (citations and quotations omitted). At the same time, “the court cannot compel a party to produce what does not exist.” Dancy v. Lanxess Corp., No. 2:19-cv-02690-SHL-tmp, 2020 WL 5262311, at *2 (W.D. Tenn. Sept. 3, 2020) (citations and alterations omitted).

The Federal Rules of Civil Procedure provide that “[p]arties 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(b)(1). “The party seeking discovery is obligated to demonstrate relevance.” Fusion Elite All Stars v. Nfinity Athletic LLC, No. 2:20-cv-02600-SHL-tmp, 2022 WL 1175691, at *3 (W.D. Tenn. Apr. 20, 2022) (citing Johnson v. CoreCivic, Inc., No. 2:18-cv-01051-STA-tmp, 2019 WL 5089086, at *2 (W.D. Tenn. Oct. 10, 2019)). “Relevance is defined broadly; Rule 26(b)(1) explains that ‘[r]elevant information need not be admissible at the trial if the discovery appears reasonably calculated to lead to the discovery of admissible evidence.” ’ United States v. Tennessee, No. 2:92-cv-02062-JPM-tmp, 2012 WL 13089423, at *2 (W.D. Tenn. Apr. 18, 2012). “Showing relevance is an ‘extremely low bar,” ’ and evidence is relevant “if it has ‘any tendency to make a fact more or less probable.” ’ Cain v. City of Detroit, No. 20-cv-11099, 2022 WL 3337135, at *1 (E.D. Mich. Apr. 22, 2022) (quoting In re Ford Motor Co. Spark Plug & 3-Valve Engine Prod. Liab. Litig., 98 F. Supp. 3d 919, 925 (N.D. Ohio 2014)).

If relevance is shown, “the party resisting discovery bears the burden of demonstrating why the request is unduly burdensome or otherwise not discoverable under the Federal Rules.” Anderson v. Dillard's, Inc., 251 F.R.D. 307, 310 (W.D. Tenn. 2008) (collecting cases). “[T]he party resisting discovery bears the burden of establishing the request is of such marginal relevance that the potential harm occasioned by discovery would outweigh the ordinary presumption in favor of broad disclosure.” Id. at 311 (citing Etienne v. Wolverine Tube, Inc., 185 F.R.D. 653, 656 (D. Kan. 1999)). “A court need not compel discovery if ‘the burden or expense of the proposed discovery outweighs its likely benefit.” ’ Id. at 309 (quoting Fed. R. Civ. P. 26(b)(2)(C)(iii)). But “[a] general statement that discovery is unduly burdensome, without more, is simply not enough to prohibit discovery of otherwise relevant information.” Id. at 311.

I. The Relevance of the Requests

In Request Nos. 23 and 26, FedEx seeks financial documents from Plaintiffs, claiming the information is relevant to the amount and cause of the damages Plaintiffs seek. Request No. 23 seeks “[d]ocuments that constitute Your customer account ledgers, registers, summaries, or other reports recording historical sales, contracts and accounts and the services sold to each customer.” (ECF No. 81-2, at 4.) Request No. 26 seeks “[d]ocuments that constitute Your product line profit and loss statements, including all supporting workpapers and schedules from 2019 to the date of this request.” (Id.) FedEx argues that Plaintiffs' allegations “have undeniably made those lost profits a fundamental factual issue in this case as well as what le[ ]d to them.” (Id. at 5.) Plaintiffs respond that FedEx is undertaking a ‘ “fishing expedition’ to see if it can find documents to prove theories unrelated to the issues in the case.” (ECF No. 82, at 6.)[6]

*3 The financial records sought in Request Nos. 23 and 26 are relevant to Plaintiffs' financial conditions and the extent of their potential damages. As FedEx argues, the timing and manner of Plaintiffs' accounting of their transactions with FedEx are relevant to Plaintiffs' claims that FedEx's alleged conduct triggered a reliance interest and left them undercapitalized. Plaintiffs do not directly dispute that relevance but instead argue that FedEx has already explored this territory in a deposition. (ECF No. 82, at 5.) However, the fact that Mr. Fine testified regarding some of this information does not render document requests on the same topic irrelevant. These documents are relevant and must be produced.

In Request No. 20, FedEx seeks documents related to transfers between Mr. Fine and Plaintiffs. Request No. 20 seeks “[d]ocuments that show Your business structure, including any assignment of any assets, contract rights, property rights, or liabilities between Mr. Fine and entities owned by Mr. Fine or between the entities themselves.” (ECF No. 81-2, at 5.) Plaintiffs resist this discovery because Mr. Fine is only a counterclaim defendant and not a party to their claim for tortious interference with prospective contractual relations, such that information about his own financial condition “has little, if any, relevance.” (ECF No. 82, at 9.)

However, as FedEx argues, Mr. Fine is the sole member of each Plaintiff LLC and “presumably held the exclusive ability to control, assign, and/or transfer assets freely amongst himself and his companies, including in 2020 and 2021, the years when [Plaintiffs] claim to have been unable to perform the obligations that would have generated the alleged profits they claim to have lost here.” (ECF No. 81-2, at 6–7.) FedEx also notes Mr. Fine's testimony that transfers among the Plaintiffs “flew up to me and then back down” and he “would have been the connection between the two.” (ECF No. 86, at 4.) Plaintiffs do not dispute these arguments and instead insist that Mr. Fine, as a nonparty, has a strong privacy interest in his sensitive financial information. (ECF No. 82, at 9 (citing Mattingly v.R.J. Corman R.R. Grp., LLC, 570 F. Supp. 3d 484, 491 (E.D. Ky. 2021).) The financial information at issue in Mattingly, however, was of “minimal importance,” as confirmed by deposition testimony, and did not outweigh the burden of redacting admittedly irrelevant nonparty information. Here, in contrast, the information sought is directly relevant to Plaintiffs' damages claims, as Mr. Fine confirmed in his deposition, and Plaintiffs have identified no burden arising from its production. Any privacy interest can be adequately addressed through a protective order if necessary. As such, the documents are relevant and must be produced.

II. The Duplicative Nature of the Requests

Plaintiffs argue that Request Nos. 20, 23, and 26 are duplicative of the more narrowly tailored Request No. 7. Request No. 7 seeks “[d]ocuments and communications relating to obtaining financing for Your PPE business, including requests or proposals for business financing or to purchase PPE on credit.” (ECF 82, at 10–11.) FedEx counters that Request No. 7, which is directed to third-party sources of financing, does not fully encompass the information sought in Request Nos. 20, 23, and 26, as Mr. Fine testified that Plaintiffs have, in the past, “paid for product with revenue from customers either in the form of down payments or transaction profits” and “obtained financing from Mr. Fine personally.” (ECF No. 86, at 3.)

FedEx is correct that it is entitled to discover information about Plaintiffs' historical sources of capital, whether those sources were unavailable in 2021, and, if so, whether that unavailability caused Plaintiffs' alleged undercapitalization. Though some of the documents responsive to Request Nos. 20, 23, and 26 may be responsive to Request No. 7 as well, Request No. 7 does not subsume Request Nos. 20, 23, and 26. See, e.g., Green v.Grand Trunk W. R.R., Inc., No. 16-cv-11587, 2017 WL 10398218, at *4 (E.D. Mich. Nov. 22, 2017) (acknowledging the duplicative nature of a request that somewhat overlaps a more particularized request but ordering production of any responsive documents not so encompassed). To the extent Plaintiffs have custody or control over documents responsive to Request Nos. 20, 23, and 26 that have not already been produced, those documents must be produced.

*4 For the reasons set forth above, the Motion is GRANTED. Plaintiffs are ordered to produce documents responsive to Request Nos. 20, 23, and 26 within twenty-one days of the date of this Order.

SO ORDERED this 20th day of November, 2023.