*1 Plaintiff Centennial Bank, as successor-in-interest to Happy State Bank (Happy Bank), moves to compel a group of Defendants to produce information responsive to its requests for production. ECF No. 118. Happy Bank argues that these Defendants have impermissibly lodged overbreadth objections while simultaneously responding they will produce information “subject to” their objections, without informing Happy Bank of the scope of information they are treating as relevant or the identity of any documents they are withholding. It further contends Defendants' refusal to produce responsive information from the period after they resigned from Happy Bank, their former employer, is unjustified. Because Defendants' responses are deficient, the Court GRANTS Happy Bank's Motion to Compel in part, as described more fully below. But the Court also ORDERS Happy Bank to review, redraft, and re-serve any RFPs that do not comply with the Federal Rules and applicable case law, as also described herein.

Defendants Jay House, Channing Baisley, Drew Phillips, Willis McCutcheon, Michael Jackson, Jessica Terrell, Jason West, Samuel Weaver, Derek Dollahite, Brian Murry, Diana Richarte, and James Sikes (Group Defendants) are former officers and employees of Happy Bank.[2] Am. Compl. 1, ECF No. 52. On April 1, 2022, Happy Bank apparently merged with and became a division of Centennial Bank (Centennial). Id. at 3. Roughly three weeks later, Defendants, among others, allegedly resigned and began working for American State Bank (ASB). Id. at 16–17. According to Centennial, ASB was substantially smaller than Happy Bank at the time of Defendants' resignations. Id. at 1. But within months of their resignations, ASB's operations purportedly expanded, opening new offices and serving former Happy Bank customers. Id. at 2, 17–20. This expansion, Centennial alleges, was the result of a scheme orchestrated by Defendants and spearheaded by Defendant Holmes in revenge for his displeasure with the merger. Id. at 1, 24. According to Centennial, Defendants stole trade secrets, confidential information, customers, and employees, and deleted certain internal proprietary information (including customer and loan details, emails, and data) from Happy Bank's systems prior to their departure. Id. at 24–90.

Based on Defendants' alleged actions, Centennial asserts the following causes of action: (1) violations of the Federal Defend Trade Secrets Act. 18 U.S.C. § 1836; (2) violations of the Texas Uniform Trade Secrets Act, TEX. CIV. PRAC. & REM. CODE§ 134A; (3) violations of the Computer Fraud and Abuse Act, 18 U.S.C. § 1030(a)(5)(A); (4) breach of fiduciary duties; (5) breach of contract; (6) tortious interference with existing contract; (7) tortious interference with prospective relations; (8) civil conspiracy; (9) knowing and joint participation in a breach of fiduciary duty; and (10) unfair competition. Id. at 90–118.

*2 Denying all assertions of wrong-doing, Defendants filed motions to dismiss, some of which Judge Hendrix has granted-in-part. ECF No. 107. Specifically, the Court granted “the motions as to”:

Id. at 1. All other claims remain live. Id.

Happy Bank[3] served on Group Defendants seventy-seven First Requests for Production (RFPs), to which Group Defendants served responses and objections.[4] ECF Nos. 118-1, 118-2. Believing Defendants' responses to be deficient and their objections improper, Happy Bank's counsel conferred extensively with Group Defendants' counsel but reached an impasse as to two specific issues, causing Happy Bank to file the instant motion. Mot. to Compel 1–3, 7–8, 16, ECF No. 118 [hereinafter Mot.].

Happy Bank moves to compel Group Defendants to produce responsive documents on two grounds. First, Happy Bank asserts that “Group Defendants have lodged general objections to most of Happy Bank's [RFPs] as ‘overbroad.’ ” Id. at 2; see id. at 9 (citing RFP Nos. 1–33, 35–45. 47–61, 65, 66, 68–71, and 73–77). Group Defendants nevertheless “state that ‘subject to’ these objections, they will produce ‘relevant, responsive information.’ ” Id. at 2. Happy Bank argues that these responses are insufficient because Group Defendants have not “slate[d] the scope they are treating as ‘relevant’ for each objected-to request.” Id. at 2, 9–12. It therefore asks the Court to “compel the Group Defendants to specify the scope of the objected-to RFPs that they are treating as ‘relevant,’ and in doing so, identify the scope of the documents being withheld.” Id. at 12; see also id. at 14 (requesting the Court require that for any RFP a Group Defendant has objected to as overbroad, “the Defendant ... supplement [the] ... written response to state the scope, if any, the Defendant acknowledges is not overbroad and to which [Defendant] ... will produce responsive information (to the extent it exists)”).

Happy Bank also asserts that Group Defendants have “categorically refus[ed] to produce any responsive information from the period after they resigned from Happy Bank—unless it contains ‘non-public Happy Bank information.’ ” Id. at 2. In Happy Bank's view, Group Defendants' “position wrongly assumes that only documents with content essentially copied-and-pasted from Happy Bank's information are relevant to Happy Bank's claims.” Id. Happy Bank argues, however, that documents and communications generated after Group Defendants left Happy Bank could, at the very least, reasonably lead to other information regarding “whether they took or misused Happy Bank's confidential information or engaged in other misconduct alleged.” Id. at 13. Thus, Happy Bank asks the Court to compel Group Defendants to produce responsive information “from the period after they each resigned from Happy Bank.” Id. at 14.

*3 Group Defendants counter that Happy Bank's RFPs do not comply with the Federal Rules of Civil Procedure in that they exceed the scope of permissible discovery and seek the production of irrelevant documents. Group Defs.' Resp. 4, ECF No. 146 [hereinafter Resp.]. Because the RFPs are overbroad, Group Defendants assert they were left with “no choice but to apply reasonable time and subject matter limits on [Happy Bank's] requests, consistent with the definition of relevance in Fed. R. Evid. 401 in order to move discovery forward.” Id. at 5 (footnote omitted). Group Defendants assure the Court, however, that they will produce non-privileged information “that is both relevant to [Happy Bank's] claims or Defendants' defenses, and proportional to the needs of the case.” Id. “This includes information responsive to any of the RFPs for which Defendants made offers to meet and confer with [Happy Bank].” Id. Ultimately, however, Group Defendants maintain that any lack of production is due to Happy Bank's alleged failure to comply with the Federal Rules' requirements. Id. at 7.

As to the relevant timeframe, Group Defendants contend that considering “this Court's ruling that there were no non-compete or non-solicitation agreements in effect after the Group Defendants left their employment with Happy Bank,” they will only produce “documents discussing or evidencing their communications with Happy Bank customers, if any, between June 1, 2021 ... and approximately one week after each Group Defendant departed from Happy Bank.” Id. at 8. “As for communications that do not relate to solicitation of customers, [Group] Defendants are producing documents that fall outside [that] ... range, to the extent that they might relate to other claims in the case (such as, for example, the alleged taking or use of Happy Bank materials).” Id. at 9. Group Defendants therefore ask the Court to deny as moot Happy Bank's motion because they “will produce all documents and information that are both relevant to [Happy Bank's] allegations and Defendants' defenses and responsive to [Happy Bank's] requests.” Id.

In reply, Happy Bank reiterates that Group Defendants' post-resignation documents and communications are relevant to, among other things, its “misappropriation of trade secrets, tortious interference with prospective business relations, and joint participation in fiduciary breaches” claims. Reply 3, ECF No. 149. Happy Bank further observes that the Court did not dismiss all its contract claims; therefore, the date cutoff is not justified. Id. In Happy Bank's view, Group Defendants have failed to meet their burden of showing the irrelevancy of post-resignation information responsive to the RFPs, and the Court should require them to produce it. Id. at 4.

Happy Bank also argues that its “RFPs are reasonably tailored to obtain evidence relevant to” the claims in this case. Id. But to the extent the RFPs “sweep in irrelevant documents, it is a byproduct of the fact that Happy Bank does not—and cannot—know exactly what documents and actions the Group Defendants took as part of their plan to leave and compete against Happy Bank.” Id. at 4–5. This is why, Happy Bank contends, Group Defendants should object to overbreadth but if “at least some part of a request is appropriate, they ‘should stale the scope that is not overbroad.’ ” Id. at 5 (quoting FED. R. CIV. P. 34 advisory committee's note to 2015 amendment). In sum, Happy Bank seeks “an order compelling the Group Defendants to supplement their responses to the RFPs to state the scope that they acknowledge is not overbroad and to which they will produce responsive information.” Id. at 6.

A. Legal Standard

Rule 26 of the Federal Rules of Civil Procedure defines the permissible bounds of discovery:

*4 FED. R. CIV. P. 26(b)(1). That is, information must be nonprivileged, relevant, and proportional to the needs of the case to constitute discoverable material. See Samsung Elecs. Am., Inc. v. Chung, 321 F.R.D. 250, 279 (N.D. Tex. 2017) (“Under Rule 26(b)(1), discoverable matter must be both relevant and proportional to the needs of the case—which are related but distinct requirements.”).

Federal Rule of Civil Procedure 37(a) governs motions to compel discovery responses. Rule 37(a)(3)(B) provides that a party seeking discovery may move for an order compelling production against another party when the latter has failed to answer interrogatories under Federal Rule of Civil Procedure 33 or produce documents requested under Rule 34. FED. R. CIV. P. 37(a)(3)(B)(iii), (iv). For purposes of Rule 37(a), “an evasive or incomplete disclosure, answer, or response must be treated as a failure to disclose, answer, or respond.” FED. R. CIV. P. 37(a)(4).

The party resisting discovery has the burden of showing why the requested discovery is irrelevant, overly broad, or unduly burdensome. Samsung Elecs. Am. Inc. v. Chung, 325 F.R.D. 578, 591–92 (N.D. Tex. 2017); accord McKinney/Pearl Rest. Partners, L.P. v. Metro. Life Ins. Co., No. 3:14-cv-2498-B, 2016 WL 2997744, at *4 (N.D. Tex. May 25, 2016) (“The party resisting discovery must show specifically how each discovery request is not relevant or otherwise objectionable.”). “General or boilerplate objections are invalid, and ‘objections to discovery must be made with specificity, and the responding party has the obligation to explain and support its objections.’ ” Lopez v. Don Herring Ltd., 327 F.R.D. 567, 578 (N.D. Tex. 2018) (quoting OrchestrateHR, Inc. v. Trombelta, 178 F. Supp. 3d 476, 507 (N.D. Tex. 2016) (alteration omitted)). And in response to a motion to compel, an objecting party must “urge and argue in support of its objection to an interrogatory or request [for production], and, if it does not, it waives the objection.” Zenith Ins. Co. v. Tex. Inst. for Surgery. L.L.P., 328 F.R.D. 153, 161 (N.D. Tex. 2018). Moreover, the resisting party may not rely on new grounds not previously raised in a timely objection. Lopez, 327 F.R.D. at 582.

Turning specifically to requests for production, Rule 34(a) provides as follows:

FED. R. CIV. P. 34(a)(1)(A). A request “must describe with reasonable particularity each item or category of items to be inspected.” FED. R. CIV. P. 34(b)(1)(A). “The test for reasonable particularity is whether the request places the party upon reasonable notice of what is called for and what is not.” Lopez, 327 F.R.D. at 575 (citation omitted). But the test “is a matter of degree depending on the circumstances of the case.” Id (citation omitted). That is, a “request made with reasonable particularity does not require a reasonable attorney or party attempting to properly respond ‘to ponder and to speculate in order to decide what is and what is not responsive.’ ” Id. (citation omitted).

*5 To that end, “[a]ll-encompassing demands that do not allow a reasonable person to ascertain which documents are required do not meet the particularity standard of Rule 34(b)(1)(A).” Id. (internal quotation marks and citation omitted). For example, requests that seek “all documents which relate in any way to the complaint” or “all documents and records that relate to any of the issues” in the case do not meet the Rule 34 standard. Id. at 575–76 (internal quotation marks and citations omitted). “It is no answer for attorneys serving ... all-encompassing or broad and undirected requests for production to say that they are not certain what the responding party has in its possession, custody, or control and do not want to miss anything—and so will ask for, effectively, everything.” Id. at 577–78 (cleaned up).

Indeed, “the party seeking discovery is required in the first instance to comply with Rule 26(b)(1)'s proportionality limits on discovery requests” (id. at 584) and must certify, among other things, that the requests are “neither unreasonable nor unduly burdensome or expensive, considering the needs of the case, prior discovery in the case, the amount in controversy, and the importance of the issues at stake in the action.” FED. R. CIV. P. 26(g)(1)(B)(iii).

In response to proper RFPs, the party “must either state that inspection and related activities will be permitted as requested or state with specificity the grounds for objecting to the request, including the reasons.” FED. R. CIV. P. 34(b)(2)(B). “An objection must state whether any responsive materials are being withheld on the basis of that objection. An objection to part of a request must specify the part and permit inspection of the rest.” FED. R. CIV. P. 34(b)(2)(C). Thus, “[g]eneral or boilerplate objections are invalid.” Lopez, 327 F.R.D. at 578. Ultimately, the responding party is required to:

Id. at 580 (citation omitted).

B. Happy Bank served impermissibly broad RFPs, but Group Defendants' production of materials “subject to” their objections and without specifying whether they are withholding responsive materials is likewise prohibited.

To begin, the Court agrees that many of Happy Bank's RFPs are impermissibly broad. Group Defendants only cite to RFP Nos. 3, 4, 5, 9, 11, and 12. Resp. 4. The Court therefore considers those, which state as follows:

Id.; Defs.' App. 14–15. Group Defendants objected to these requests because, among other reasons, they are overbroad in that they seek “[a]ll documents [or information] ... without regard to whether the requested documents are related to the claims asserted in Plaintiff's First Amended Complaint” and require them to produce documents “without limitation to the [relevant] time period.” ECF No. 118-2, at 13.[7]

*6 Happy Bank acknowledges that some of its requests are overbroad, but it reasons that the breadth “is [merely] a byproduct of the fact that [it[ ... does not ... know exactly what documents and actions the Group Defendants took.” Reply 4; see id. at 5 (stating that it “serve[d] requests broad enough to encompass what it does not know about”). “It is no answer,” however, to propound broad discovery requests because the party does not know what the responding party has in its possession. Lopez, 327 F.R.D. at 577–78. The foregoing “requests are not limited in scope or subject matter, and resemble the type of fishing expedition disfavored under Rule 26(b).” Source Network Sales & Mktg., LLC v. Jiangsu Mega Motor Co., No. 3:16-CV-1202-B-BK, 2017 WL 7596913, at *3 (N.D. Tex. May 15, 2017) (citing Crosby v. La. Health Serv. & Indem. Co., 647 F.3d 258, 264 (5th Cir. 2011)). As such, the Court agrees that RFP Nos. 3, 4, 5, 9, 11, and 12—and many others—constitute impermissible “blockbuster” discovery requests.[8] See. e.g., VeroBlue Farms USA Inc. v. Wulf, 345 F.R.D. 406, 438 (N.D. Tex. 2021) (sustaining responding party's objections to blockbuster RFPs, which sought “all documents and communications relating to [plaintiff] ... investors” and “between any [defendant] or [plaintiff] employee on the one hand and [third party]” (see No. 3:19-cv-764-X. ECF No. 427, at 11 (N.D. Tex. Aug. 27, 2021)); see also Lopez, 327 F.R.D. at 584 (explaining that “the party seeking discovery is required in the first instance to,” inter alia, ensure it complies with the rules (citation omitted)).

Despite the requests' overbreadth and Group Defendants' corresponding objections, Group Defendants have apparently produced “non-privileged information in their possession, custody, and control that is both relevant to [Happy Bank's | claims or Defendants' defenses, and proportional to the needs of the case” in response to the foregoing RFPs, as well as others. Resp. 5; see id. at 3–4 (representing that they “have already agreed to produce all documents that are both responsive to [Happy Bank's] requests and relevant to the claims and defenses at issue that they have within their custody and control”). 9 (arguing that Happy Bank's motion should be denied as moot for the same reason).[9] Thus, this is not a case where Defendants have stood on their blockbuster objection and carried it as far as it will go. Instead, they have produced some responsive documents “subject to” their objections. Cf. Baker v. Walters, 652 F. Supp. 3d 768, 781 (N.D. Tex. 2023) (observing that defendants impermissibly responded to RFPs by stating that “[s]ubject to and without waiving the foregoing objections,” they would “produce documents that ‘are directly relevant to [p]laintiffs' claims and [d]efendants' defenses’ ”). Which brings the Court to one of the bases for Happy Bank's Motion: that “Group Defendants [must] specify the scope of the objected-to RFPs that they are treating as ‘relevant,’ and in doing so, identify the scope of the documents being withheld.” Mot. 12.

*7 “An objection to part of a request must specify the part and permit inspection of the rest.” FED. R. CIV. P. 34(b)(2)(C). And the responding party must “affirmatively explain whether any responsive information or documents have been withheld.” VeroBlue, 345 F.R.D. at 419 (citation omitted). The Court finds that, at least with respect to the requests Group Defendants specifically discussed in their response—RFP Nos. 3, 4, 5, 9, 11, and 12—they specified the objectionable portion by stating that the requests are not limited to the claims asserted in Centennial's operative pleading (see, e.g., ECF No. 118-2, at 12–13), and by arguing that the requests do not “describe with ‘reasonable particularity’ the material requested.” Resp. 4; see ReSea Project APS v. Restoring Integrity to the Oceans, Inc., No. SA-21-CV-1132-JKP, 2023 WL 3029268, at *3 (W.D. Tex. Apr. 20, 2023) (explaining that where an RFP is facially overbroad, “the objection coupled with the facially broad language of the request for production suffices to sustain the objection”). But, as for all their RFP responses. Group Defendants have not affirmatively stated whether they are withholding documents on the basis of their objection. For example, one of Group Defendants' objections to RFP No. 3 is that it is overbroad “because it seeks ‘[a]ll documents and things acquired during and related to your employment at Happy Bank,’ without regard to whether the requested documents are related to the claims asserted in [Centennial's] First Amended Complaint.” ECF No. 118-2, at 13. After several conferences with Happy Bank to “move discovery forward,” Group Defendants applied “reasonable time and subject matter limits” on the request (and others) and produced at least some responsive documents.[10] Resp. 5. Group Defendants have not, however, affirmed whether they are withholding responsive documents based on their objections, nor do their responses “affirmatively explain what portion of the ... document request is not objectionable and the subject of the ... response.” VeraBlue, 345 F.R.D. at 419; see FED. R. CIV. P. 34(b)(2)(C).

Group Defendants' overbreadth objections also include the contention that the requests are “not reasonably calculated to lead to the discovery of admissible evidence.” See, e.g., ECF No. 118-2, at 13-14, 88, 104. “[O]bjections to discovery requests as seeking information that is not reasonably calculated to lead to the discovery of admissible evidence have no basis in the Federal Rules.” Mahal ingam, 2023 WL 3575645, at *6. This is “because ‘[t]he 2015 amendments to Rule 26 deleted from the definition of relevance information that appears reasonably calculated to lead to the discovery of admissible evidence.’ ” Id. (quoting Lopez, 327 F.R.D. at 573).

Most significantly, in almost all of their responses Group Defendants have responded “[s]ubject to and without waiving” their objections.[11] See, e.g., ECF No. 118-2. at 12–14, 21, 56, 60. Judges in this district, as well as other courts in this circuit, have for almost a decade expressly held that this practice “is ‘manifestly confusing (at best) and misleading (at worse), and has no basis at all in the Federal Rules of Civil Procedure.’ ” Heller v. City of Dallas, 303 F.R.D. 466, 486–87 (N.D. Tex. 2014) (citation omitted); see Parker v. Bill Melton Trucking, Inc., No. 3:15-CV-2528-G-BK, 2017 WL 6554139, at *2 (N.D. Tex. Feb, 3, 2017) (observing that “the all-too-common practice of responding to an inquiry ‘subject to’ or ‘subject to and without waiving objection’ is confusing and disfavored”); see also Cicalese v. The Univ. of Tex. Med. Branch, No. 3:17-cv-00067, 2020 WL 10762300, at *1 (S.D. Tex. July 20, 2020) (holding that except for defendant's objections concerning attorney-client privilege and work-product, “all objections followed by the phrase ‘subject thereto’ [were] not ... preserved and [were therefore] waived” (emphasis omitted)); Holcombe v. Advanced Integration Tech., No. 4:17-CV-00522, 2018 WL 3819974, at *3 (E.D. Tex. Aug. 10, 2018) (concluding defendant waived its objections “by including ‘without waiving’ language in its responses” because such answers are “not supported by the federal rules and go[ ] against the purposes of a just, speedy, and inexpensive resolution”); Crum & Forster Specialty Ins. Co. v. Great W. Cas. Co., No. EP-15-cv-00325-DCG, 2016 WL 10459397, at *4 & n.7 (W.D. Tex. Dec. 28, 2016) (determining that plaintiff's responses to requests for production that included “subject to” language was “insufficient” under the federal rules). “[I]f the request is truly objectionable—that is, the information or documents sought are not properly discoverable under the Federal Rules—the responding party should stand on an objection so far as it goes,” instead of answering “subject to.” Heller, 303 F.R.D. at 487; accord Keycorp v. Holland, No. 3:16-cv-1948-D, 2016 WL 6277813, at *11 (N.D. Tex. Oct. 26, 2016).

*8 In sum, both parties' conduct has contributed to the instant dispute. Happy Bank complains that Group Defendants have unilaterally applied a definition of relevance to produce responsive documents, but this is because Happy Bank's RTPs failed to comply with Rule 34 in the first place. See Lopez, 327 F.R.D. at 584. “A Rule 34(a) request made with reasonable particularity does not require a reasonable attorney or party attempting to properly respond to ponder and to speculate in order to decide what is and what is not responsive.” Id. at 575 (internal quotation marks and citation omitted). Happy Bank's defective RFPs created the impetus for Group Defendants to object; however, their objections strayed beyond those authorized by the rules and this Court's previous construction of same, thereby entitling Happy Bank to some modicum of relief as well.

Thus, the Court ORDERS as follows:

C. Group Defendants must produce responsive materials from the period after they resigned from Happy Bank.

Group Defendants aver that they have or will produce “documents discussing or evidencing their communications with Happy Bank customers, if any, between June 1, 2021 (the date provided by [Happy Bank]) and approximately one week after each Group Defendant departed from Happy Bank.” Resp. 8. “As for communications that do not relate to the solicitation of customers, Defendants are producing documents that fall outside the abovediscussed date range, to the extent that they might relate to other claims in the case (such as, for example, the alleged taking or use of Happy Bank materials).” Id. at 9.

*9 Happy Bank counters that the Court did not dismiss all of its contract claims—including those “for breach of the ‘Glenn contracts’ and the confidentiality agreements with post-employment restrictions.” Reply 3 & n.1; see ECF No. 107, at 40 (observing that Centennial has asserted breach of contract claims concerning “four different types of contracts” against “Holmes, House, Baisley, Glenn, McCutcheon, Jackson. West, Weaver. Dollahite, Houlette, and Sikes,” but that Defendants' motion to dismiss only addressed “the Award Contracts”). 41 (“As for the non-disclosure provision, the Court grants the motion [to dismiss] as to Sikes and denies as to Holmes, House, Glenn, McCutcheon, Jackson, West, Weaver, Dollahite, and Houlette.”). Happy Bank further observes that it asserts claims for “misappropriation of trade secrets, tortious interference with prospective business relations, and joint participation in fiduciary breaches.” Id. at 3. Thus, in Happy Bank's view, Group Defendants' attempt to limit their responses to any of the RFPs to their resignation dates, or even the week thereafter, is improper. Id. at 3–4.

The Court denied Defendants' motion to dismiss as to the non-disclosure provision of the award contracts, except as to Defendant Sikes. ECF No. 107, at 41. Thus, there is a live breach-of-contract claim based on the award contract's non-disclosure provision against the following Group Defendants: House, McCutcheon, Jackson, West, Weaver, and Dollahite. Id.; see Am. Compl. 109–12. Under this provision, Defendants were prohibited “from, directly or indirectly, either during their employment or at any time thereafter, using, making available, selling, disclosing, or otherwise communicating any of Happy Bank's Confidential Information to any person.” Am. Compl. 110. According to Centennial, Group Defendants used, disclosed, or otherwise communicated Happy Bank's information, in violation of the contract. Id. at 111. A viable breach-of-contract claim against Defendant Baisley based on a bonus agreement also remains viable. ECF No. 107, at 40; Am. Compl. 109–11. Centennial contends Baisley breached this contract “by failing to repay the bonus she received because the bonus was contingent upon her continuing employment with Happy Bank through July 26, 2022, and she ended her employment with Happy Bank in April 2022.” Am. Compl. 111.

And, as Happy Bank observes, their misappropriation of trade secrets, tortious interference, and breach of fiduciary duty claims also remain. ECF No. 107, at 12 (denying motion to dismiss trade-secrets claims as to Group Defendants House, Baisley, Phillips, McCutcheon, Terrell, West, Weaver. Dollahite, and Murry, but granting as to Group Defendants Richarte and Jackson), 30 (denying motion to dismiss of breach of fiduciary duty claim, which is asserted against all Defendants (see Am. Compl. 106)). 50–51 (reflecting that a tortious interference with prospective business relations claim remains viable as to Group Defendants House, Baisley, Phillips, McCutcheon, Jackson, Terrell, West, Weaver, Dollahite, and Murry). In short, these claims assert that the foregoing Group Defendants: misappropriated trade secrets by copying, taking, and/or disclosing information; usurped or interfered with opportunities that belonged to Happy Bank; and solicited Happy Bank's employees and customers, caused false entries to be made in Happy Bank's records, and deleted information. Am. Comp], 101–03. 107–08, 114–15.

The Court concludes, after reviewing the remaining claims, that Group Defendants' blanket restriction to the period of their resignations or one week thereafter is improper.[13] They focus on the fact that because this Court has found that the non-solicitation or non-compete agreements were not in effect after they resigned from Happy Bank, documents concerning communications with Happy Bank customers thereafter are not relevant. Resp. 8.

*10 Communications following their resignation, however, may have bearing, at a minimum, on Centennial's breach of contract, tortious interference, and breach of fiduciary duty claims. For example, documents discussing or evidencing communications with Happy Bank customers may reflect whether those customers now have loans with ASB and the circumstances surrounding their obtaining those loans, which is relevant to Centennial's claims. See, e.g., ECF No. 107, at 35 (“An employee also breaches his fiduciary duties by soliciting customers from his employer using his employer's resources or by usurping business opportunities.”). 54 (concluding Centennial plausibly alleged tortious interference with prospective relations claims in part because its allegations reflected Defendants House, Baisley, Phillips, McCutcheon, Jackson, Terrell, West, Weaver, Dollahite, and Murry “solicited customers to take their business to [ASB], thereby interfering with the ongoing, existing business relationship and the future business that would have resulted absent this interference”), 47 (explaining that Centennial alleges Defendant Jackson “disclosed confidential information about one customer to another.” which plausibly states a breach of contract claim under the non-disclosure provision). As for RFPs that do not relate to customer communications, Group Defendants concede that the resignation-related period is not applicable. See Resp. 9.

The Court therefore overrules Group Defendants' date limitation and orders them to produce responsive materials after their resignation. The parties' conference described in Section III.B above determining what will be produced should reflect and incorporate this holding.

D. An award of expenses under Rule 37(a)(5)(A) is not appropriate.

Upon granting a motion to compel and after giving the non-movant an opportunity to be heard, Federal Rule of Civil Procedure 37(a)(5)(A) requires the Court to order payment of “the movant's reasonable expenses incurred in making the motion, including attorney's fees.” FED. R. CIV. P. 37(a)(5)(A). But the rule also provides three exceptions under which the Court must not award expenses. See FED. R. CIV. P. 37(a)(5)(A)(i)–(iii). One of those exceptions—“other circumstances [that would] make an award of expenses unjust”—applies here. FED. R. CIV. P. 37(a)(5)(A)(iii).

Initially, the Court observes that Happy Bank is not seeking a fee award through its motion. See ECF No. 118. Even if it were, however, the Court would not award fees based on the ruling herein. As discussed above, both parties' conduct led to the instant dispute. Happy Bank's blockbuster RFPs gave rise to Group Defendants' objections based on, among other things, overbreadth, as well as their “unilateral” application of relevancy parameters. But Group Defendants' objections also did not comply with Rule 34 and used impermissible “subject to” language. The Court therefore concludes that the parties should bear their own expenses, including attorney's fees, in connection with their prosecution of and resistance to Happy Bank's Motion to Compel. See, e.g., VeroBlue, 345 F.R.D. at 437–38, 442 (declining to award fees where both parties' conduct resulted in discovery dispute, including that movant propounded blockbuster RFPs and respondents did not affirm they were not withholding any responsive information).

For the reasons set forth above, the Court GRANTS in part Happy Bank's Motion to Compel (ECF No. 118), as described in this Order.

SO ORDERED.