*1 Before the Court is Plaintiff Safelite Group, Inc. (“Plaintiff” or “Safelite”)’s motion to compel compliance with subpoena. (Dkt. No. 26). Nonparty Driven Brands Shared Services, LLC (“Driven”) opposes. (Dkt. No. 33). Plaintiff has filed a reply. (Dkt. No. 35). For the reasons set forth below, Plaintiff's motion is granted.

I. Background

Defendant Kimberly Hall (“Defendant” or “Hall”) began working for Plaintiff on approximately January 11, 2019. (Dkt. No. 1 at 2); (Dkt. No. 1-1) (copy of “Non-Competition, Non-Disclosure, Non-Solicitation and Assignment of Inventions Agreement” between Plaintiff and Defendant dated January 11, 2019) (the “Agreement”). Defendant worked as a Marketing Agency Manager for Plaintiff. Defendant was responsible for “increasing sales through developing, growing, and maintaining relationships with referral sources and customers, primarily insurance agents operating within her assigned territory.” (Dkt. No. 1 at 2). Plaintiff is a national auto glass repair and replacement service provider operating across the United States, including in South Carolina. (Id. at 1).

The Agreement contains a non-competition clause:

(Dkt. No. 1-1 ¶ 10). The Agreement also contains a non-solicitation clause:

(Id. ¶ 11). The Agreement further requires Defendant not to “directly or indirectly use, divulge or disclose Confidential Information to ... any individual not employed by Employer, or for Associate's own benefit or for the benefit of any person other than Employer, either during or after Associate's employment.” (Id. ¶ 3). The Agreement is governed by Ohio law. (Id. ¶ 18).

Defendant allegedly left Safelite around June 2, 2023 and began to work for Driven, a competitor, around June 12, 2023. (Dkt. No. 1 at 5).

Plaintiff brought this action on July 28, 2023, and brings a claim for breach of contract. (Dkt. No. 1).

On October 3, 2023, the Court granted in part and denied in part Plaintiff's motion for a preliminary injunction. (Dkt. No. 25) (finding Plaintiff had met its burden for issuance of injunction regarding Defendant's nondisclosure of confidential information and ordering the parties to confer “regarding proper procedures to ensure the identification and return of all Safelite documents in Defendant's possession”).

*2 On August 30, 2023, Plaintiff issued a subpoena (the “Subpoena”) to Driven for production of documents pursuant to Fed. R. Civ. P. 45(a)(4). The Subpoena seeks: (a) personnel documents held by Driven concerning Hall; (b) communications between Driven and Hall prior to Hall's resignation from Safelite; (c) communications concerning this lawsuit; (d) communications concerning Hall's contractual obligations to Safelite or other employers; (e) documents in Driven's possession that were generated or obtained by Hall during her employment with Safelite; (f) communications or other documents concerning Safelite documents; and (g) documents reflecting or concerning Hall's communications with insurance agents in South Carolina on Driven's behalf. (Dkt. No. 26-2 at 10-11).

On September 25, 2023, Driven responded, agreeing to produce the documents indicated at (a), but refusing to produce the remaining documents on the grounds that Plaintiff's requests were “unduly broad” and “overly burdensome.” (Dkt. No. 26-3 at 6-8). Driven also argued that because Hall allegedly possessed the requested documents and was a party to this action, Driven had no obligation to produce the requested documents under Rule 26. Driven also objected at times that Plaintiff's requests were “vague” or “not proportional to the needs of the case.” See (id. at 7) (requesting “All Communications or Documents Concerning Safelite Documents or reflecting the use, receipt, transmission, or dissemination of Safelite Documents” but objecting said request was “vague, ambiguous, unduly broad, overly burdensome, and not proportional to the needs of the case”).

Plaintiff's motion is fully briefed and ripe for disposition.

II. Legal Standard

All civil discovery, whether sought from parties or nonparties, is limited in scope by Rule 26(b)(1) in two fundamental ways. First, the matter sought must be “relevant to any party's claim or defense.” Fed. R. Civ. P. 26(b)(1). “Relevance is not, on its own, a high bar. There may be a mountain of documents and emails that are relevant in some way to the parties’ dispute, even though much of it is uninteresting or cumulative.” Virginia Dep't of Corr. v. Jordan, 921 F.3d 180, 188–90 (4th Cir. 2019). Rule 26 therefore imposes another requirement: discovery must also be “proportional to the needs of the case.” Id. Proportionality requires courts to consider, among other things, “whether the burden or expense of the proposed discovery outweighs its likely benefit.” Id.

“When discovery is sought from nonparties, however, its scope must be limited even more.” Id. Nonparties are “strangers” to the litigation, and since they have “no dog in [the] fight,” they have “a different set of expectations” from the parties themselves. Cusumano v. Microsoft Corp., 162 F.3d 708, 717 (1st Cir. 1998). “Bystanders should not be drawn into the parties’ dispute without some good reason, even if they have information that falls within the scope of party discovery.” Jordan, 921 F.3d at 189. “For example, a party's email provider might well possess emails that would be discoverable from the party herself. But unless the email provider can offer important information that cannot be obtained from the party directly, there would be no cause for a subpoena against the provider.” Id.

“A more demanding variant of the proportionality analysis therefore applies when determining whether, under Rule 45, a subpoena issued against a nonparty ‘subjects a person to undue burden’ and must be quashed or modified.” Id.; Fed. R. Civ. P. 45(d)(3)(A)(iv). As under Rule 26, the ultimate question is whether the benefits of discovery to the requesting party outweigh the burdens on the recipient. In re Modern Plastics Corp., 890 F.3d 244, 251 (6th Cir. 2018); Citizens Union of N.Y.C. v. Att'y Gen. of N.Y., 269 F.Supp.3d 124, 138 (S.D.N.Y. 2017). But courts must give the recipient's nonparty status “special weight,” leading to an even more “demanding and sensitive” inquiry than the one governing discovery generally. In re Public Offering PLE Antitrust Litig., 427 F.3d 49, 53 (1st Cir. 2005).

*3 The Fourth Circuit has noted “a few [considerations] that are important here.” Jordan, 921 F.3d at 189-90. On the benefit side of the ledger, courts should consider not just the relevance of information sought, but the requesting party's need for it. See Wiwa v. Royal Dutch Petrol. Co., 392 F.3d 812, 818 (5th Cir. 2004). “The information sought must likely (not just theoretically) have marginal benefit in litigating important issues.” Jordan, 921 F.3d at 189 (noting the court means “marginal” “in the economic sense that the information must offer some value over and above what the requesting party already has, not in the sense that a mere de minimis benefit will suffice”). Courts should also consider what information is available to the requesting party from other sources. Id. (citing 9A Charles Alan Wright & Arthur R. Miller, Federal Practice & Procedure § 2463.1, at 501–06 (3d ed. 2008)). To that end, the requesting party should be able to explain why it cannot obtain the same information, or comparable information that would also satisfy its needs, from one of the parties to the litigation—or, in appropriate cases, from other third parties that would be more logical targets for the subpoena. Id.

On the burden side, district courts should consider, inter alia, “the dollars-and-cents costs associated with a large and demanding document production.” Id. (noting other considerations for a court to consider, such as the burden on other “persons” or subpoenas which are overbroad).

III. Discussion

First, the Court finds that the information sought is relevant to Plaintiff's breach of contract claim. Plaintiff's requests seek information related to whether Hall, for example, misappropriated and shared Safelight documents with Driven in violation of the Agreement and whether Hall, in violation of the Agreement, is working on behalf of a competitor in the same geographic territory she covered for Safelite during the final year of employment. See (Dkt. No. 26 at 7-12); see also (id. at 8) (explaining that if “Driven were able to produce [communications or other material concerning Safelite documents], but Hall did not, that would be evidence that Hall had deleted or improperly withheld such documents given that they exist in Driven's possession but were not produced by Hall”); (id.) (noting Hall testified at her deposition that emails existed between Driven and Hall prior to her resignation from Safelight concerning Hall's contractual obligations to Safelite. Plaintiff also notes Hall testified she accepted employment with Driven on May 5, 2023, but did not tender her resignation with Safelite until May 19, 2023 and argues communications to this effect “could prove breach of contract or damages”). Second, Plaintiff has established valid reasons to obtain said documents from Driven. For example, Plaintiff notes that Hall refuses to produce her Driven cellphone and laptop to Plaintiff for recovery of misappropriated documents pursuant to the Court's order on Plaintiff's motion for preliminary injunction, necessitating Plaintiff seek the requested information from Driven. (Dkt. No 35 at 4); (Dkt. No 35-2) (“Kim has received her phone and Driven laptop back. We understand that information from this phone and perhaps laptop may have been scanned — imaged. But, we will not agree to be the source of that information without a court compelling us. Seems like current issues with Driven should include this information.”). Plaintiff further notes that the existence of certain documents—for example, communications between Driven and Hall prior to Hall's resignation from Safelite regarding Hall's contractual obligations to Safelite—is relevant to whether Hall's work with Driven may constitute a knowing violation of the Agreement. Jordan, 921 F.3d at 189 (stating courts should consider if information sought is available from “other sources”). Third and last, considering the above, the Court finds that the evidence sought has “marginal,” not de minimis value under Jordan and that said value outweighs any burden to Driven. In sum, beyond conclusory statements that the requested discovery is not proportional to the needs of this case, Driven fails to explain concretely why, in a “dollars-and-cents” way, the requested, relevant discovery is unduly burdensome to produce. Jordan, 921 F.3d at 189.

IV. Conclusion

*4 For the reasons stated above, Plaintiff's motion to compel (Dkt. No. 26) is GRANTED. Driven is directed to provide complete responses to the requested discovery within 14-days of this Order.