Wash. Mut. Bank, FA v. Sup. Ct., 24 Cal. 4th 906, 914-15 (2001). “Pursuant to Nedlloyd, the trial court should first examine the choice-of-law clause and ascertain whether the advocate of the clause has met its burden of establishing that the various claims ... fall within its scope.” Id. at 916 (emphasis added); see also Nedloyd, 3 Cal. 4th at 469-70 (concluding that the contractual choice-of-law provision encompassed the breach of fiduciary duty claim and stating that “[w]hen a rational businessperson enters into an agreement establishing a transaction or relationship and provides that disputes arising from the agreement shall be governed by the law of an identified jurisdiction, the logical conclusion is that he or she intended that law to apply to all disputes arising out of the transaction or relationship” (emphasis in original)). Thus, if a plaintiff's tort claims fall within the scope of the contractual choice-of-law provision, the choice of law analysis ends.

To determine the scope of the identified choice-of-law provision, courts look to the law of the forum identified in the agreement. Wash. Mut. Bank, 24 Cal. 4th. at 916 n.3 (“[T]he scope of a choice-of-law clause in a contract is a matter that ordinarily should be determined under the law designated therein ....”); see also JMP Sec. LLP v. Altair Nanotechnologies Inc., 880 F. Supp. 2d 1029, 1036 (N.D. Cal. 2012) (“The scope of a contract's choice-of-law clause is determined by the body of law identified in the agreement, unless the agreement specifies a different scope.”). Under Oregon law, the objective of a reviewing court is “is to discern the intent of the parties in entering into that agreement.” Black v. Arizala, 337 Or. 250, 267 (2004). This may be accomplished by looking at the dictionary definition of the key terms. Id. (reviewing the dictionary definition of “arise” to construe whether claims were “arising under” the agreement). Oregon also generally disproves of applying different law to different claims when parties have selected a choice of law. Warm Springs Forest Prod. Indus., a div. of Confederated Tribes of Warm Springs Rsrv. of Oregon v. Emp. Benefits Ins. Co., 74 Or. App. 422, 430 (1985), aff'd sub nom. Warm Springs Forest Prod. Indus., Div. of Confederated Tribes of Warm Springs Rsrv. of Oregon v. Emp. Benefits Ins. Co., 300 Or. 617 (1986) (“Although in some cases courts have applied the law of different jurisdictions to separate issues in the same case under the principle of depeçage, that principle does not apply where the parties have chosen which law should apply, either expressly or by incorporating provisions of that law into their contract. It is only when the parties have not made a choice of law that conflict of laws principles become applicable.”).

*4 The relevant clause in the contract between Plaintiff and the Samaritan Defendants states: “Controlling Law. Any dispute under this Agreement or related to this Agreement shall be governed by Oregon law ....” ECF 34-2 at 52. Thus, the issue is whether Plaintiffs’ tort claims of unfair procedure, wrongful termination, and defamation are “related to” his contract claims. In the context of a tax statute, the Oregon Supreme Court has relied on “[t]he plain, natural, and ordinary meaning of ‘related’ [as] ‘connected by reason of an established or discoverable relation.’ ” Willamette Egg Farms, Inc. v. Dep't of Revenue, 331 Or. 327, 332 (2000) (quoting Webster's Third New Int'l Dictionary, 1916 (unabridged ed. 1993)); cf. Black, 337 Or. at 267 (relying on dictionary definition in construing term in venue agreement).

Plaintiffs’ tort claims have a logical and causal connection to the parties’ agreement. Absent the contractual relationship, Natkin would not have had a right to fair procedure, would not have had a job from which to be terminated, and Vela would not have had a supervisory relationship with Natkin from which he could allegedly defame Natkin's professionalism. Thus, the claims are related and the choice-of-law provision in the contract applies to Plaintiffs’ tort claims. Oregon law applies to Plaintiffs’ tort claims and Oregon law of privilege applies as well.[1] Fed. R. Evid. 501.[2]

The Court rejects Plaintiffs’ objections to the motion to compel. Plaintiffs are ordered to produce copies of federal tax returns, including schedules, from 2015 to the present for Natkin and the seven entities, except documents produced by CAS.

B. Plaintiffs’ Motion for Protective Order

Plaintiffs request that the Court order that Natkin's deposition be held on a Saturday, in Denver, Colorado, in person or by video, and after Plaintiffs receive discovery they have requested from Defendants. Plaintiffs argue that requiring Natkin to travel to Portland is an unnecessary expense and to hold his deposition during the week would result in a loss of income. Plaintiffs also argue that Natkin needs the requested discovery in order to prepare for his deposition because he anticipates being asked questions about topics for which those documents contain relevant information. Plaintiffs assert that the parties previously agreed to hold depositions in blocks and remotely.

The Samaritan Defendants respond that the agreement to hold a block of time in Spring 2023 for depositions was upended by the settlement conference and discovery disputes. Since July, the Samaritan Defendants have repeatedly requested scheduling Natkin's deposition, offering dates and receiving rejections without any offer of acceptable dates. The Samaritan Defendants also dispute that Plaintiffs are entitled to discovery before Defendants may take the deposition of Natkin, assert that Plaintiffs have delayed discussing discovery issues for months, and argue that, regardless, the requested discovery is immaterial to the deposition. The Samaritan Defendants deny that they agreed to hold Natkin's deposition remotely and emphasize the importance of holding it in person. They request that the Court order Natkin to appear for a deposition in Portland within 21 days from the Court's Order.

*5 Defendant AOA joins in the Samaritan Defendants’ opposition. AOA also notes that it served its discovery responses more than six months ago and Plaintiffs have yet to meet and confer or move forward in any meaningful way on their purported disputes with AOA's discovery responses. AOA argues that Plaintiffs’ reliance on discovery issues to argue for an indefinite delay to Natkin's deposition is unavailing given Plaintiffs lack of diligence in discovery. AOA also argues that under Rule 26(d)(3), Plaintiffs may not rely on the sequence of discovery to delay Natkin's deposition. AOA further argues that the deposition is based on Natkin's personal knowledge about his own claims, not his interpretation of Defendants’ documents he obtains in discovery. AOA also denies agreeing to hold Natkin's deposition remotely and requests it in person.

Defendant Western opposes Plaintiffs’ motion for similar reasons as AOA and the Samaritan Defendants. Western provided its discovery responses more than six months ago and Plaintiffs have yet to raise any issues with Western about its discovery responses and production. Indeed, Plaintiffs did not even attempt to access the documents produced by Western until September 12, 2023. Western denies agreeing to hold Natkin's deposition remotely and requests it in person.

Plaintiffs fail to show how obtaining additional discovery from Defendants is necessary before Defendants can take the deposition of Natkin. If Natkin is asked a question at deposition that is not within his personal knowledge because it is contained in a document within the possession and control of a defendant and has not been produced to Plaintiffs, then Natkin can simply answer the question based on his personal knowledge. He is under no obligation to learn about information in the custody and control of others before having his personal deposition taken. And if he later learns the information from new discovery, that does not prevent him from testifying at trial about documents he later receives in discovery, if such testimony is otherwise permissible under the Federal Rules of Evidence.

The Court also finds that it is appropriate for Natkin's deposition to be taken in person, in Portland. Natkin accepted Oregon as the venue for his litigation in signing his contracts with the Samaritan Defendants. He also is seeking $160 million in damages and there is a meaningful difference between in person and remote depositions. The Court finds, however, that it is appropriate for the convenience of his patients and his practice that the deposition be scheduled during the weekend.

The Court expects cooperation and professionalism between counsel in tasks such as scheduling depositions. This includes courtesies such as responding to deposition requests and suggesting available dates if proposed dates are unacceptable. The Court should not have to explain such concepts. Given the lack of cooperation in this matter, the Court orders Natkin's deposition to be scheduled within 28 days of the date of this Order, to be held in person in Portland, Oregon, on an appropriate weekend day.

C. Conclusion

The Court GRANTS IN PART the Samaritan Defendants’ Motion to Compel, ECF 335. The Court GRANTS IN PART Plaintiffs’ Motion for Protective Order, ECF 341.

IT IS SO ORDERED.

DATED this 16th day of October, 2023.