BRIDGESTONE AMERICAS, INC., Plaintiff, v. INTERNATIONAL BUSINESS MACHINES CORPORATION, Defendant No. 3:13-cv-1196 United States District Court, M.D. Tennessee, Nashville Division Filed May 16, 2016 Counsel Aubrey B. Harwell, III, Aubrey B. Harwell, Jr., Charles F. Barrett, William J. Harbison, II, Neal & Harwell, PLC, Nashville, TN, C. Michael Ellingburg, Mark C. Woods, Daniel, Coker, Horton & Bell, Jackson, MS, Larry D. Moffett, Daniel, Coker, Horton & Bell, Oxford, MS, Cary Littlejohn, Barrett Law Group, P.A., Lexington, MS, David McMullan, Don Barrett, Sarah Sterling Starns, Don Barrett, P.A., Lexington, MS, Gary Yarborough, Yarborough Law Firm, PLLC, Bay St. Louis, MS, for Plaintiff. Andrew R. McGaan, Christine P. Payne, Douglas G. Smith, Karl Stampfl, Russell S. King, Whitney L. Becker, Kirkland & Ellis, LLP, Chicago, IL, Gibeault C. Creson, Jason W. Callen, K & L Gates LLP, Nashville, TN, Robert Jackson Walker, The University of Tennessee Office of General Counsel, Knoxville, TN, for Defendant. Brown, Joe B., United States Magistrate Judge ORDER *1 Pending before the Court is International Business Machines Corporation's (“IBM's”) motion to quash Bridgestone Americas, Inc.'s (“Bridgestone's”) third-party subpoenas duces tecum (hereinafter “subpoena”) to unrelated IBM customers. (Docket Entry 354). The motion will be GRANTED. I. STATEMENT OF THE CASE Bridgestone brought this lawsuit in October 2013, asserting a variety of contract-based claims against IBM for unsatisfactory performance on an Order-To-Cash (“OTC”) project. (Docket Entries 1 and 281). Fact discovery opened on January 3, 2014 and is due to close on August 24, 2016. (Docket Entry 368 ¶¶ 9-10). On March 25, 2016, IBM moved to quash a series of third-party subpoenas that Bridgestone had issued to various IBM customers. (Docket Entry 354). Bridgestone has responded to this motion (Docket Entry 367), and IBM has replied (Docket Entry 372). II. SUMMARY OF PERTINENT FACTS AND PARTIES' POSITIONS Bridgestone issued third-party subpoenas to the following nonparty companies: Viacom Inc./Viacom International, Inc.; General Motors, LLC; Verizon Corporation Services Group, Inc.; Medtronic Inc./Medtronic Sofamor Danek U.S.A. Inc.; Johnson Controls, Inc.; General Electric Capital Corporation; and Abbott Laboratories. (Docket Entries 323-329).[1] The subpoenas commanded these companies to produce the following: 1. Any and all documents evidencing any contract or agreement between [the customer] and IBM entered since January 1, 2003. 2. Any and all documents evidencing a claim, demand or notice under any contract sent by [the customer] to IBM since January 1, 2003. 3. Documents sufficient to identify the IBM persons performing any act, service, obligation or duty under its contract with [the customer] and those IBM personnel's role and job duty. 4. Documents sufficient to identify [the customer's] personnel involved in the contract(s) between [the customer] and IBM and their acts, services, obligations and duties concerning the contract(s). 5. All of [the customer's] documents evidencing or reflecting minutes, including but not limited to board, office, commission and committee minutes, concerning any contract between [the customer] and IBM since January 1, 2003. 6. All documents evidencing or reflecting any settlement agreement or the like entered since January 1, 2003 between [the customer] and IBM regarding any dispute, contract or service. 7. All documents constituting or evidencing complaints or criticisms of [the customer] or IBM that relates to any service, matter, or items concerning any contract between [the customer] and IBM. 8. All documents evidencing or reflecting administrative, civil, public service or court complaints filed by [the customer] in any court, board or tribunal regarding the contract(s) [the customer] entered with IBM. 9. All documents reflecting assessments of performance concerning any contract between [the customer] and IBM. 10. All documents containing or evidencing time slips, accounting ledgers, invoices, checks, payments, accounting logs or summaries IBM submitted to [the customer] regarding any contract [the customer] entered with IBM since January 1, 2003. *2 11. Any and all documents reflecting or evidencing sworn statements, depositions, or the like, [the customer] made concerning any contract [the customer] entered with IBM since January 1, 2003. (Docket Entries 323-329). IBM seeks to quash the third-party subpoenas under Federal Rule of Civil Procedure 45 and seeks a protective order under Rule 26. (Docket Entry 354, p. 1). First, IBM maintains that the information subpoenaed is irrelevant, as these companies had no role in the OTC project and have not sought similar services from IBM. (Docket Entry 354, p. 5). For instance, IBM points out, many of the third-party projects involved different legacy systems, involved less system customization, did not include the SAP software used on the OTC project, did not use WPS middleware, and did not involve the “big bang” type of deployment that Bridgestone had demanded. (Docket Entry 354, p. 7). IBM additionally distinguished its Bridgestone contracts from its contracts with the third parties in the following summaries: • Abbott Laboratories: IBM's work for Abbott Laboratories involved a phased implementation of SAP software (as opposed to a big bang implementation) in a highly-regulated medical industry. The work done by IBM was based in an entirely different department of IBM than the Bridgestone project and did not involve WPS middleware. • General Electric Capital Corporation: IBM's work for General Electric Capital Corporation dealt with analytics data warehousing and was in no way related to SAP or an OTC system. • General Motors, LLC: IBM's work for General Motors involved a phased implementation of a SAP system, only an insignificant component of which was related to OTC processes in Australia. The GM project did not use WPS middleware, involved very little customization, and involved different legacy systems than those used by Bridgestone. • Johnson Controls, Inc.: IBM's work for Johnson Controls involved a phased implementation of an SAP system (not a big bang) for only one of Johnson Controls' business units (not its entire company). A substantial portion of the implementation related to a very specific battery manufacturing process that Johnson Controls believed gave it a competitive advantage. The implementation did not involve WPS for the middleware and did not involve the same combination of legacy systems that were in use at Bridgestone. • Medtronic: IBM's work for Medtronic involved an [sic] SAP system that was phased into Medtronic's business over the course of eight years to handle business processes related to medical devices, business processes which were entirely different from those of Bridgestone. The work involved entirely different legacy systems from those used at Bridgestone, and IBM did not implement WPS as part of the project. • Verizon: IBM's work for Verizon involved an entirely different department within IBM, did not involve a big-bang deployment and did not utilize WPS middleware. In fact, much of the code development work was completed by Verizon itself, not IBM. The legacy systems at Verizon were entirely different than those used by Bridgestone. *3 • Viacom: Similarly, IBM's work for Viacom involved an entirely different department within IBM, and did not involve WPS. Viacom is a media company with no manufacturing, inventory, warehouse or logistics operations like Bridgestone has. Its combination of legacy systems was unique to Viacom. (Docket Entry 354, pp. 7-8). Noting the major differences between these contracts and IBM's contracts with Bridgestone, IBM argues that this late and vague request for a large amount of irrelevant information is only intended to fish for inadmissible propensity evidence and harass IBM's customers. (Docket Entry 354, p. 9). Since many of the documents requested would also require the third-party customers to perform a privilege review of documents dating back to 2003, which is well-before the December 1, 2005 beginning of the discovery period in the case management order, IBM also argues that these subpoenas place an undue burden on the third parties, IBM, and the Court. (Docket Entry 354, pp. 6, 9). IBM argues that if Bridgestone is permitted to obtain the subpoenaed information in an attempt to prove that IBM has a history of project difficulties, then IBM is entitled to conduct rebuttal discovery and retain additional experts. (Docket Entry 354, pp. 9-10). IBM is concerned that this discovery may lead to several mini-trials within the trial regarding IBM's performance on unrelated contracts. (Docket Entry 354, p. 10). Bridgestone argues that IBM does not have standing to challenge the third-party subpoenas under Rule 45, noting that IBM had not invoked a privilege to the information or a personal right to the information sought. (Docket Entry 367, pp.1-3). Additionally, Bridgestone contends that IBM does not have standing to challenge the third-party subpoenas under Rule 26 and has not shown good cause to justify issuance of a protective order. (Docket Entry 367, p. 3). According to Bridgestone, none of the subpoena recipients have objected to the subpoenas other than submitting form objections while agreeing to work with Bridgestone to produce relevant information. (Docket Entry 367, p. 6). Bridgestone further argues that neither IBM nor the Court will be unduly burdened by this additional discovery because the information sought is relevant. (Docket Entry 367, p. 7). Bridgestone intends to show that IBM has encountered similar difficulties in the past when working on projects for other customers and that IBM knew it had provided Bridgestone with a defective product. (Docket Entry 367, pp. 7-8). Bridgestone points out that IBM could not be burdened by this request for information because it would be compiled by a third party, not by IBM. (Docket Entry 367, p. 8). In response to Bridgestone's Rule 45 standing challenge, IBM argues that it “has a personal right or privilege in the information requested from its customers with which it has private business relationships (many of which are ongoing).” (Docket Entry 372, p. 2). Moving to its standing to seek a protective order pursuant to Rule 26, IBM argues that Bridgestone is requesting information in which IBM has an interest. (Docket Entry 373, p. 3). Contradicting Bridgestone's assertion that the subpoena recipients had not objected to the subpoenas, IBM provides objections from Abbott Laboratories, Verizon, and Johnson Controls. (Docket Entries 372-1, 372-2, and 372-3). IBM finally contends that Bridgestone has failed to show that the information sought is relevant, noting that Bridgestone did not challenge IBM's description of the third-party projects which are unrelated to the OTC project. (Docket Entry 372, pp. 4-5). III. LEGAL STANDARD A. Scope of Discovery *4 The default scope of discovery, per Rule 26(b) of the Federal Rules of Civil Procedure, encompasses the following: nonprivileged matter that is relevant to any party's claim or defense and proportional to the needs of the case, considering the importance of the issues at stake in the action, the amount in controversy, the parties' relative access to relevant information, the parties' resources, the importance of the discovery in resolving the issues, and whether the burden or expense of the proposed discovery outweighs its likely benefit. Fed. R. Civ. P. 26(b)(1) (emphasis added). Evidence need not be admissible to be discoverable. Id. Though the scope of discovery is traditionally quite broad, the presiding court ultimately defines the boundaries of discovery. Robertson v. Lucas, 753 F.3d 606, 623 (6th Cir. 2014) (citation omitted); Lewis v. ACB Bus. Servs., Inc., 135 F.3d 389, 402 (6th Cir. 1998) (citation omitted). “Although a plaintiff should not be denied access to information necessary to establish her claim, neither may a plaintiff be permitted to ‘go fishing’ and a trial court retains discretion to determine that a discovery request is too broad and oppressive.” Surles ex rel. Johnson v. Greyhound Lines, Inc., 474 F.3d 288, 305 (6th Cir. 2007) (citation and internal quotations omitted). B. Motions to Quash Rule 45(d)(3) of the Federal Rules of Civil Procedure explains when a court must and when a court may quash or modify a subpoena. The court is required to quash or modify a subpoena that provides an inadequate amount of time to reply, requires compliance beyond the geographical limits in Rule 45(c), demands disclosure of protected or privileged information, or places an undue burden on a person. Fed. R. Civ. P. 45(d)(3)(A). “Whether a subpoena imposes an ‘undue burden’ upon a witness is a case specific inquiry that turns on ‘such factors as relevance, the need of the party for the documents, the breadth of the document request, the time period covered by it, the particularity with which the documents are described and the burden imposed.’ ” In re CareSource Mgmt. Grp. Co., 289 F.R.D. 251, 253 (S.D. Ohio 2013) (quoting Am. Elec. Power Co. v. United States, 191 F.R.D. 132, 136 (S.D. Ohio 1999)). The court has discretion to quash or modify a subpoena that requires “(i) disclosing a trade secret or other confidential research, development, or commercial information; or (ii) disclosing an unretained expert's opinion or information that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party.” Fed. R. Civ. P. 45(d)(3)(B). Generally, the scope of discovery under Rule 26 also serves as a limit to the information that can be subpoenaed. Malibu Media, LLC v. John Doe Subscriber Assigned IP Address 76.190.140.193, No. 1:15 CV 1342, 2015 WL 6758219, at *1 (N.D. Ohio Nov. 5, 2015) (quoting Cawley v. Eastman Outdoors, Inc., No. 1:14-CV-00310, 2014 WL 4656381, at *2 (N.D. Ohio Sept. 16, 2014)); Hendricks v. Total Quality Logistics, LLC, 275 F.R.D. 251, 253 (S.D. Ohio 2011) (quoting Barrington v. Mortage IT, Inc., No. 07-61304-CIV, 2007 WL 4370647, at *3 (S.D. Fla. Dec. 10, 2007)). Accordingly, a court may quash an overly broad subpoena. Hendricks, 275 F.R.D. at 255-56 (citing Barrington, No. 07-61304-CIV, 2007 WL 4370647, at *4; Richards v. Convergys Corp., No. 2:05-CV-00790DAK, 2007 WL 474012, at *4 (D. Utah Feb. 7, 2007)). C. Protective Orders *5 Upon a showing of “good cause” a court may issue a protective order designed “to protect a party or person from annoyance, embarrassment, oppression, or undue burden or expense.” Fed. R. Civ. P. 26(c)(1). “A subpoena that is overbroad on its face may subject a person to undue burden.” Topolewski v. Quorum Health Res., LLC, No. 3:10-1220, 2013 WL 99843, at *3 (M.D. Tenn. Jan. 8, 2013) (citing Concord Boat Corp. v. Brunswick Corp., 169 F.R.D. 44, 49-51 (S.D.N.Y. 1996)); see also Stacy v. H & R Block Tax Servs., Inc., No. 07-CV-13327, 2011 WL 807563, at *2 (E.D. Mich. Mar. 2, 2011) (finding good cause to enter a protective order quashing a deposition where the notice of deposition was overbroad). The burden of establishing “good cause” rests with the moving party. Nix v. Sword, 11 F. App'x 498, 500 (6th Cir. 2001) (citing Gen. Dynamics Corp. v. Selb Mfg. Co., 481 F.2d 1204, 1212 (8th Cir. 1973)). To satisfy this burden, the movant must provide specific reasons justifying entry of a protective order and may not rely on conclusory statements. Nemir v. Mitsubishi Motors Corp., 381 F.3d 540, 550 (6th Cir. 2004) (quoting Gulf Oil Co. v. Bernard, 452 U.S. 89, 102 n.16 (1981)). IV. ANALYSIS A. Standing As a threshold matter, Bridgestone argues that IBM lacks standing to move to quash and to seek a protective order. (Docket Entry 367). Typically, a party does not have standing to move to quash a subpoena issued to a third party. Hood v. Fiberweb, Inc., No. 3-10-0355, 2010 WL 4102219, at *1 (M.D. Tenn. Oct. 18, 2010) (collecting cases). Despite this general rule, a party may have standing to challenge a subpoena issued to a third party if the moving party has a personal interest in the subpoenaed information or can claim privilege to the subpoenaed information. Mann v. Univ. of Cincinnati, 114 F.3d 1188, 1997 WL 280188, at *4 (6th Cir. 1997) (unpublished decision) (quoting 9A Charles Alan Wright et al., Federal Practice and Procedure § 2459 (2d ed. 1995)); Arndt v. Ford Motor Co., No. 2:15-CV-11108, 2016 WL 1161444, at *2 (E.D. Mich. Mar. 24, 2016) (quoting Sys. Products & Sols., Inc. v. Scramlin, No. 13-CV-14947, 2014 WL 3894385, at *7 (E.D. Mich. Aug. 8, 2014)); Hood, No. 3-10-0355, 2010 WL 4102219, at *1. A party has a “personal interest” in its contracts with another entity and has standing to challenge a subpoena for that information. Blumberg v. Ambrose, No. 13-CV-15042, 2014 WL 4988380, at *4 (E.D. Mich. Oct. 7, 2014) (finding that the party moving to quash third-party subpoenas had a “personal interest” in the subpoenaed information which included “contracts, agreements, and payment information and records between [the movant] and their clients”). However, at least one court in the Sixth Circuit has concluded that an entity's internal documents regarding its business relationship with a party may not fall within the party's “personal interest,” and the party may lack standing to challenge a subpoena for this internal information. StoneEagle Servs., Inc. v. Pay-Plus Sols., Inc., No. 1:15-MC-00010, 2015 WL 1022083, at *2 (N.D. Ohio Mar. 9, 2015). A protective order may be requested by either a party to the litigation or by an individual from whom discovery is sought. Fed. R. Civ. P. 26(c)(1) (“A party or any person from whom discovery is sought may move for a protective order ....”); see Schweinfurth v. Motorola, Inc., No. 1:05CV024, 2008 WL 4981380, at *2 (N.D. Ohio Nov. 19, 2008) (citing White Mule Co. v. ATC Leasing Co. LLC, No. 3:07CV00057, 2008 WL 2680273, at *4 (N.D. Ohio June 25, 2008) and United States v. Operation Rescue, 112 F. Supp. 2d 696, 705 (S.D. Ohio 1999)). Where discovery is requested from a third party and the information sought affects a litigant's interests, the litigant may seek a protective order on behalf of the third party. Brakebill v. Moncier, No. 3:14-CV-105-TAV-CCS, 2015 WL 7281664, at *4 (E.D. Tenn. Nov. 17, 2015) (citing Cabell v. Zorro Prods., Inc., 294 F.R.D. 604, 607 (W.D. Wash. 2013)); 8A Charles Alan Wright et al., Federal Practice and Procedure § 2035 (3d ed. 2010). Even where the moving party is not seeking a protective order on the nonparty's behalf, the moving party may nonetheless obtain a protective order to prevent “annoyance, embarrassment, oppression, or undue burden or expense.” Fed. R. Civ. P. 26(c)(1); HDSherer LLC v. Nat. Molecular Testing Corp., 292 F.R.D. 305, 307-08 (D.S.C. 2013) (finding that a party had standing under Rule 26(c) to challenge subpoenas which would “cause a degree of harm to [the party's] customer relationships”) (quoting Firetrace USA, LLC v. Jesclard, No. CV-07-2001-PHX-ROS, 2008 WL 5146691, at *2 (D. Ariz. Dec. 8, 2008) and citing Accusoft Corp. v. Quest Diagnostics, Inc., No. CIV.A. 12-40007-FDS, 2012 WL 1358662, at *10 (D. Mass. Apr. 18, 2012)). *6 The Court may also sua sponte quash or modify a subpoena or enter a protective order. Charvat v. Travel Servs., No. 12 CV 5746, 2015 WL 76901, at *1-2 (N.D. Ill. Jan. 5, 2015) (denying motion for protective order and to quash subpoena for lack of standing and sua sponte quashing subpoena for imposing an undue burden on nonparty); Jefferson v. Biogen IDEC Inc., No. 5:11-CV-00237-F, 2012 WL 1150415, at *2 (E.D.N.C. Apr. 5, 2012) (denying party's motion to quash for lack of standing but nevertheless quashing subpoenas sua sponte as untimely and facially invalid); Aslani v. Sparrow Health Sys., No. 1:08-CV-298, 2010 WL 623673, at *5 (W.D. Mich. Feb. 18, 2010) (“[T]he court has the inherent authority on its own initiative to prevent abusive or inappropriate discovery practices, and the court approves of the Magistrate's invocation and use of that inherent authority as an alternative to relying on Sparrow's motion to quash.”); Kashani v. Adams, No. CIV.08CV0268JM(AJB), 2009 WL 590798, at *6 (S.D. Cal. Mar. 5, 2009) (sua sponte quashing intrusive subpoena for employment records as overbroad and irrelevant); Chivers v. Cent. Noble Cmty. Sch., No. 1:04-CV-00394, 2005 WL 6567356, at *5 (N.D. Ind. Aug. 4, 2005) (sua sponte entering a protective order). With regard to standing, IBM has sufficiently explained that it has a personal interest in the materials concerning its business relationships with other entities. See Blumberg, No. 13-CV-15042, 2014 WL 4988380, at *4. Had the subpoenas sought production of the third-parties' contracts with companies other than IBM, Bridgestone's lack-of-standing argument would be much more persuasive. As it is, the third-party subpoenas demand production of the third-parties' contracts with IBM and a wide variety of documents related to these contracts. As Bridgestone has identified, however, IBM's personal interest in these commercial documents does not extend to purely internal documents created and retained by the third parties. (Docket Entry 367, p. 3). See StoneEagle Servs., Inc., No. 1:15-MC-00010, 2015 WL 1022083, at *2. To the extent that IBM lacks standing to challenge the third-party subpoenas and request a protective order, the undersigned would sua sponte quash the instant subpoenas as they are overly broad and place an undue burden on the producing parties. See Fed. R. Civ. P. 45(d)(3)(A). The Magistrate Judge also has serious concerns regarding the amount of time given to the third parties to respond to the subpoenas. Though the subpoenas demanded production of thirteen years' worth of materials, at least some of which would need to be reviewed for privilege, the parties were given less than two weeks to comply with the subpoena. (Docket Entries 323-329). This is less than half of the thirty days generally given to a party to respond to a discovery request. B. The Subpoenas Are Overbroad As the scope of discovery under a subpoena is coextensive with the scope of discovery under Rule 26, the Court may quash a subpoena that demands production of irrelevant information or makes overbroad demands. See Black v. Kyle-Reno, No. 1:12-CV-503, 2014 WL 667788, at *3 (S.D. Ohio Feb. 20, 2014) (citing Hendricks, 275 F.R.D. at 256). The scope of discovery encompasses nonprivileged and relevant information that is proportional to the needs of the case. Fed. R. Civ. P. 26(b)(1). Though IBM contends that the subpoenas are improper because they seek inadmissible propensity evidence, that is not dispositive because evidence does not need to be admissible to be discoverable. See id. As IBM has not established that the information sought in the subpoenas is privileged, the crux of the issue turns on whether the information sought is relevant and proportional to the needs of the case. *7 This is a breach of contract action which includes additional counts of fraud in the inducement, misrepresentation in business transactions, a violation of the Tennessee Consumer Protection Act, and gross negligence. Underlying these claims is Bridgestone's contention that IBM made misrepresentations and omissions regarding its progress on the OTC project, engaged in unfair and deceptive practices in its performance of the OTC project, and failed to carry out its obligations regarding the OTC project. In its first amended complaint, Bridgestone alleged that IBM delivered a defective OTC system and that “IBM intentionally concealed defects it knew were built into its design and development work while it attempted to deliver a system which would get by without discovery of these defects.” (Docket Entry 281, pp. 5-6). Bridgestone further contended that IBM misrepresented or intentionally concealed the following information: IBM's solution design was outdated and non-standard; IBM's employees assigned to the project were inexperienced and unqualified; IBM failed to deliver the tools, methodologies, and project safeguards promised; and IBM's work was defective or carried an unreasonable risk of failure. (Docket Entry 281, pp. 6-7). IBM's argument that its unrelated contracts with the subpoenaed parties are irrelevant to the matters in this case is noted. IBM presented a clear snapshot of the technical distinctions between its third-party contracts and the OTC project. (Docket Entry 354, pp. 7-8). As IBM has explained, comparing contracts with phased implementation of SAP software as opposed to a big bang implementation, varying use of WPS middleware, different legacy programs, and different levels of customization, is like comparing apples to oranges. (Docket Entry 354, pp. 7-8). Despite the dissimilarities between the third-party contracts and the OTC project, Bridgestone has identified possible common denominators among the contracts. Bridgestone explained the relevance of the materials sought in its subpoenas in the following: IBM correctly points out that Bridgestone seeks to use the requested documents to establish that the exact same problems that occurred in the Bridgestone OTC project had already occurred in various other projects managed by IBM. Specifically, information suggests the third-parties to whom the subpoenas are directed had problems similar to those Bridgestone encountered, and Bridgestone seeks to view the contracts those entities had with IBM, as well as documents evidencing claims made by those entities against IBM. Bridgestone also seeks documents evidencing any resolution to those claims, and the types of problems those third-parties encountered. The responses will also demonstrate the types of losses those entities suffered, and any issues of inadequate staffing, project management and implementation by IBM, as well as documents identifying the IBM personnel, who worked on those projects, personnel who may be factually involved in Bridgestone's action. All of that information is pertinent to this action, pertinent to IBM's capacity and ability to perform the work, as well as pertinent to prior failures on similar projects by IBM and its personnel. That information will further demonstrate the full-breadth of the adequacy of IBM's representations in their RFQ's, which Bridgestone relied upon in choosing IBM for the work at issue here. Information regarding other IBM projects will allow Bridgestone to show the jury that IBM knew that the product it had sold to Bridgestone was severely defective long before it failed, catastrophically, when the project went live. IBM actively hid those problems from Bridgestone and grossly misrepresented its ability to deliver a working final product. Had Bridgestone known about IBM's colossal failures in other similar projects, it would have dramatically impacted Bridgestone's decision-making in agreeing to continue to use IBM on the project, and in deciding when to take the project live. (Docket Entry 367, pp. 7-8) (emphasis added). The Magistrate Judge would tend to agree with Bridgestone that prior incidents of personnel and management problems, misrepresentations, and concealed program failures may be relevant to the claims raised in this suit. Though specific instances of prior conduct may not be used to show a propensity to act in a particular manner in a civil case, prior acts may be admissible to establish an entity's “motive, opportunity, intent, preparation, plan, knowledge, identity, absence of mistake, or lack of accident.” Fed. R. Evid. 404(a)(1); 404(b)(2). The information sought by Bridgestone's subpoenas could very likely lead to the production of admissible evidence or to the discovery of admissible evidence. For instance, if a third-party contract with IBM failed due to problems with IBM's personnel and IBM assigned the same personnel to the OTC-project, Bridgestone may argue that IBM acted with prior knowledge of the personnel deficiencies and did not make a mistake in assigning those individuals to the OTC project. This example is, of course, merely a hypothetical. *8 Despite the potential relevance and admissibility of the information responsive to the third-party subpoenas, Bridgestone's subpoenas are overbroad and place an undue burden on the third parties. The subpoenas require seven companies to produce records spanning the length of thirteen years, including contract documents and personnel information. Not only do the subpoenas demand production of records concerning contract difficulties between the third parties and IBM, but they also demand production of all records of entirely successful contracts with IBM between January 1, 2003 and the present. To be sure, the amount in controversy in this action is great. This discovery, however, is tangential to Bridgestone's claims, and the burden of producing the materials requested would fall on nonparties, at least some of whom have objected to the broad demands made in the subpoenas. IBM submitted nonparty Abbott Laboratories' response to the subpoena. (Docket Entry 371-1). Abbott Laboratories' objections to the subpoena echo the undersigned's finding of overbreadth. Likewise, IBM submitted nonparty Verizon's response to the subpoena. (Docket Entry 371-2). Verizon specifically states it will not comply with the subpoena as it is overbroad and unreasonably burdensome. From the wording of the subpoenas, it is also apparent that Bridgestone may obtain a large portion of this information from IBM rather than placing the burden on nonparties. It further appears that at least portions of the materials requested, such as settlement agreements, would need to be reviewed for privilege. Going forward, Bridgestone should tailor their subpoenas more narrowly. Without any meaningful constraints on the information sought, Bridgestone is embarking on a fishing expedition at the expense of nonparties. This is something the Court cannot and will not allow. V. CONCLUSION For the reasons explained above, IBM's motion to quash Bridgestone's third-party subpoenas to unrelated IBM customers (Docket Entry 354) is GRANTED, and the third-party subpoenas (Docket Entry 323-329) are QUASHED. The subpoena recipients need not respond to the third-party subpoenas at issue. As the Magistrate Judge recognized, portions of the information sought by the third-party subpoenas may be relevant to the claims or defenses in this case. Bridgestone may issue subpoenas for relevant information, but the cost imposed on subpoenaed nonparties will be borne by Bridgestone, and the subpoenas may be subject to protective orders. Should Bridgestone intend to issue additional subpoenas, Bridgestone is encouraged to narrowly tailor its request to materials which are reasonably relevant and proportional to this suit, especially when the subpoena is directed to a nonparty. Failure to do so may result in another motion to quash or a sua sponte decision to quash. It is so ORDERED. Footnotes [1] The subpoena form used by Bridgestone, Form Number AO88 (Rev. 12/06), has been replaced by a newer version, which may be found at the following website: http://www.uscourts.gov/services-forms/forms.