BONANZA BEVERAGE CO., Plaintiff, v. MILLERSCOORS, LLC, Defendant Case No. 2:18-cv-01445-JAD-GWF United States District Court, D. Nevada Filed January 22, 2019 Counsel E. Leif Reid, Kristen L. Martini, Nicole Scott, Lewis Roca Rothgerber Christie LLP, Reno, NV, Darren J. Lemieux, Lewis and Roca, Reno, NV, Marla J. Hudgens, Lewis Roca Rothgerber LLP, Phoenix, AZ, for Plaintiff. Michael B. Wixom, Smith Larsen & Wixom, Las Vegas, NV, Brian A. Howie, Pro Hac Vice, Krystal Fleischmann, Pro Hac Vice, Michael S. Catlett, Pro Hac Vice, Quarles & Brady LLP, Phoenix, AZ, for Defendant. Foley Jr., George, United States Magistrate Judge ORDER Re: Motion to Compel (ECF No. 79) *1 This matter is before the Court on Plaintiff's Motion to Compel Defendant MillerCoors to Respond to Written Discovery (ECF No. 79), filed on November 15, 2018. BACKGROUND On December 21, 2018, the Court entered Order (ECF No. 88) on Plaintiff's Motion for Preliminary Injunction (ECF No. 6), Defendant's Motion to Dismiss (ECF No. 13), and Plaintiff's Motion for Summary Judgment (ECF No. 47). See Order (ECF No. 88). Pursuant to that order, Plaintiff filed a first amended complaint on January 7, 2019. First Amended Complaint (ECF No. 90). Order (ECF No. 88) impacts discovery and the Court's decision on the pending discovery motions. Plaintiff Bonanza Beverage Co. (“Bonanza”) is a wholesale distributor of alcoholic beverages in Nevada. Defendant MillerCoors LLC (“MillerCoors”) is a supplier of malt beverages to wholesalers in Nevada and other jurisdictions. Bonanza entered into a Distributor Agreement with MillerCoors in 2009. Complaint (ECF No. 1-2), Exhibit 1. The dispute in this case involves Bonanza's desire to sell its distribution business to Southern Glaser's Wines & Spirits (hereinafter “Southern Glazer's” or “SGWS). Section 8 of the Distributor Agreement governs changes in control and ownership of the distributor. See Order (ECF No. 88), at 2-4 (summarizing the provisions). After Bonanza notified MillerCoors that it intended to sell its distributorship to Southern Glazer's, MillerCoors assigned its right to negotiate a purchase of Bonanza's business to Breakthru Beverage Nevada Beer, LLC (“Breakthru”). Bonanza informed MillerCoors that it preferred to sell to Southern Glazer's which is willing to purchase all of Bonanza's assets and to consider hiring Bonanza's employees, including Bonanza's vice-president and co-owner. First Amended Complaint (ECF No. 90), at ¶ 62. Bonanza also has reservations about Breakthru arising from unsuccessful joint venture negotiations in 2013. Id. at ¶ 63. Bonanza nevertheless met with Breakthru to discuss a potential sale of the business, but decided that it was not in its best interests to sell to Breakthru. Id. at ¶¶ 64-67. Bonanza alleges that MillerCoors never responded to its repeated requests to consider Bonanza's proposed sale to Southern Glazer's. Id. at ¶¶ 66-69. MillerCoors argues, however, that Bonanza never presented it with a nonbinding letter of intent to sale its business to Southern Glazer's as required by Section 8.8. MillerCoors states that if presented with a letter of intent to sale, it intends to assign the right of first refusal to Breakthru. Bonanza argues that Section 8 of the Distributor Agreement is invalid and that MillerCoors has acted wrongfully in refusing to consider and approve the sale of its distributorship to Southern Glazer's. MillerCoors asserts that the provisions of Section 8 are valid and that it has complied with the terms of the contract and Nevada law. In Order (ECF No. 88), the Court summarized the three-tier regulatory framework involving suppliers, wholesalers, and retail liquor sellers under NRS Chapter 369. That framework generally requires strict interdependence between suppliers, wholesalers, and retailers. NRS 369.382 prohibits suppliers from engaging in the businesses of importing, wholesaling, or retailing alcoholic beverages except in limited enumerated circumstances. Order (ECF No. 88), at 5 (quoting Chateau Vegas Wine, Inc. v. Southern Wine and Spirits of Am., Inc., 265 P.3d 680, 684 (Nev. 2011)). Suppliers and wholesalers of alcoholic beverages are also regulated under NRS Chapter 597. NRS 597.210.1(a) states that “a person engaged in business as a supplier or engaged in the business of manufacturing, blending or bottling alcoholic beverages within or without this State shall not [e]ngage in the business of importing, wholesaling or retailing alcoholic beverages.” *2 NRS 597.157.1 states: A supplier shall not unreasonably withhold or delay approval of any assignment, sale or transfer of the stock of a wholesaler or of all or any portion of a wholesaler's assets ... whenever a person to be substituted under the terms of the franchise meets reasonable standards imposed upon the wholesaler and any other wholesaler of the supplier of the same general class, after consideration of the size and location of the marketing area of the wholesaler. The Court rejected Bonanza's argument that NRS 597.157.1 prohibits a supplier from imposing any contractual limitations on the sale or transfer of a wholesaler's franchise business other than that the proposed transferee meet the supplier's reasonable demands. Order (ECF No. 88), at 6. The Court held that the statute permits parties to establish terms for substituting a new wholesaler in place of the old one and permits the supplier to impose reasonable standards on its wholesalers. Id. at 7. Although the Court rejected Bonanza's over broad interpretation of NRS 597.157, it stated that Bonanza may be able to “plausibly allege that some change-in-control provisions violate the statute because they individually or together constitute an unreasonable delay or denial of approval.” Id. at 8 n. 38. The Court noted that Bonanza appeared to argue that unreasonable delay or denial of approval is inherent in the process set forth in Section 8 due to the number of steps Bonanza must comply with, and the length of time required to complete each step, before it can sign a nonbinding letter of intent to sell to a third-party purchaser. The Court therefore gave Bonanza leave to file an amended complaint to allege such a claim. Id. at 10-11. The Court also held that Bonanza has alleged a plausible claim that MillerCoors violated NRS 597.210. MillerCoors’ alleged “acts of invoking a contractual right to negotiate to purchase distribution rights and assigning the right to negotiate to a third party reasonably fall within the ordinary meaning of participating in a business ‘as an owner’ or at least ‘in any other manner.’ ” Id. at 13. Because the issue had not been fully developed, the Court declined to further construe the statute at this stage of the lawsuit. Id. The Court also held that Plaintiff has alleged a plausible claim for punitive damages under NRS 597.255.1(c) based on Defendant's alleged violation of NRS 597.210. Id. at 15. DISCUSSION 1. Timeliness of MillerCoors’ Document Production. Bonanza complains that MillerCoors did not produce copies of the documents it identified with its initial disclosures under Rule 26(a)(1)(ii) of the Federal Rules of Civil Procedure. Instead, it required Bonanza to serve a formal request for production of documents under Rule 34. Thereafter, MillerCoors produced some documents with its responses to the requests for production on October 29, 2018, but stated that “[c]ertain responsive electronically stored information (“ESI”) is currently being reviewed and will be produced on or before November 19, 2018.” Motion to Compel (ECF No. 79), Exhibit 6. Bonanza argues that MillerCoors has been guilty of unreasonable delay in producing relevant documents. *3 A party is not required by Rule 26(a)(1)(ii) to produce copies of the documents identified in its initial disclosures. Jackson v. United Artists Theatre Circuit, Inc., 278 F.R.D. 586, 592-93 (D.Nev. 2011); Forbes v. 21st Century Ins. Co., 258 F.R.D. 335, 337-38 (D.Ariz. 2009) (quoting from Advisory Committee Notes to the 1993 amendments to Rule 26). Therefore, MillerCoors did not violate the rule when it identified documents in its initial disclosures, but did not provide copies at that time. Rule 34(b)(2) states that “the responding party may state that it will produce copies of the documents or of electronically stored information instead of permitting inspection. The production must be completed no later than the time for inspection specified in the request or another reasonable time specified in the response.” Wright, Miller, Marcus, FEDERAL PRACTICE AND PROCEDURE (2010), § 2213, states that “[u]nless the difference in time, place or manner is of unusual importance, this is likely to be satisfactory to the requesting party and the discovery will be had without court intervention.” Branhaven, LLC v. Beeftek, Inc., 288 F.R.D. 386, 389 (D.Md. 2013) states that the responding party may offer “a good faith, reasonable alternative production which is definite in scope, time, place and manner.” A response stating only that documents will be produced at some “mutually convenient time” is inadequate. Id. A requesting party has good cause to file a motion to compel where “there is no reasonable assurance either in the responses or through a meet and confer conference as to when the documents will be produced.” Voggenthaler v. Maryland Square, LLC, 2010 WL 11579075, at *2 (D. Nev. March 2, 2010). MillerCoors stated that it would produce ESI on or before November 19, 2018, which was 21 days after the date it served its responses. MillerCoors represents that it, in fact, produced the ESI on November 19, 2018 as promised. Although it is possible that MillerCoors could have produced the ESI with its discovery responses if it had acted more diligently, the facts do not warrant sanctioning or criticizing MillerCoors in regard to the timeliness of its ESI production. 2. Interrogatories and Requests for Production Relating to Legal Actions or Objections by Others to the Distributor Agreement. Bonanza moves to compel MillerCoors to respond to the following interrogatories and requests for production of documents: Interrogatory No. 2 asks MillerCoors to identify all administrative agencies, regulatory bodies, government officers or entities who have at any time objected to or expressed concerns with the Distributor Agreement that it sent to all distributors in 2008. Interrogatory No. 5 asks if any provision of the Distributor Agreement has been found by a court or administrative or regulatory body to be unenforceable and, if so, to identity the provisions and the relevant background or facts relating to such a finding. Interrogatory No. 15 states that if MillerCoors has enforced Section 8 or has otherwise exercised any rights under Section 8 of the Distributor Agreement against any other distributor, to identify the distributor, the jurisdiction served by the distributor and the timeframe during which the transaction occurred. Request for Production No. 8 requests all communications that MillerCoors has had with any person or entity, including its distributors, distributors with whom it has negotiated, any political representative, or any governmental entity regarding Section 8 of the Distributor Agreement. *4 Request for Production No. 9 requests all documents related to any litigation with any person or entity under the laws of any jurisdiction regarding the enforceability of Section 8 of the Distributor Agreement. Request for Production No. 11 requests all non-privileged documents concerning, discussing or referencing the Nevada Attorney General Bureau of Consumer Protection's December 30, 2008 letter regarding the proposed distributor agreement, including any communication with the Nevada Attorney General's office, any legislators, and any distributors, as well as communications between and among MillerCoors’ non-attorney employees, agents and affiliates. Request for Production No. 18 requests all objections or reservation of rights letters MillerCoors received from any other distributor related to the 2008 Distributor Agreement, including, but not limited to, reservation of rights letters or objections sent to MillerCoors by Black Distributing Co., Valley, and L.W. Peraldo Co., Inc. Request for Production No. 19 requests documents sufficient to identify all individuals or entities who objected to the Distributor Agreement that MillerCoors sent to all of its distributors in 2008, including administrative agencies or regulatory bodies, or Attorneys General. Request for Production No. 22 requests all communications between MillerCoors and any regulatory or administrative body or government official or entity that has expressed concerns with or has stated objections to Section 8 of the Distributor Agreement that MillerCoors circulated to distributors in 2008, or the amended Section 8.4. MillerCoors objected to the foregoing interrogatories and requests for production on the grounds (1) that they are not relevant to the claims or defenses in this case; (2) are overbroad and not proportional to the needs of the case; (3) are over broad and unduly burdensome because of the lack of a temporal time limit; and (4) call for the production of public records that Bonanza can obtain itself outside the discovery process. MillerCoors also objected to the words or terms “objections,” “reservation of rights letters,” and “objected” in Request for Production Nos. 18 and 19 as vague and ambiguous. In response to Request for Production No. 11, MillerCoors produced non-privileged communications that it had with the Nevada Attorney General, Bureau of Consumer Protection which reference a December 30, 2008 letter from the Nevada Attorney General, Bureau of Consumer Protection to MillerCoors. Otherwise, MillerCoors did not produce any documents in response to the foregoing requests. Nor has it answered the interrogatories subject to its objections. Fed.R.Civ.P. 26(b)(1) states 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, considering the importance of 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. Information within this scope of discovery need not be admissible in evidence to be discoverable.” *5 Bonanza relies on Holland v. State Farm Mut. Auto. Ins. Co., 2013 WL 5967035, at *1 (D.Nev. Nov. 8, 2013) which quoted the Supreme Court's statement in Oppenheimer Fund, Inc. v. Sanders, 437 U.S. 340, 351, 98 S.Ct. 2380, 2389 (1978) on the scope of discovery under Rule 26(b)(1). At the time Oppenheimer was decided, the rule stated that parties may obtain discovery regarding any nonprivileged matter relevant to the subject matter of the action. The Court stated that the key phrase---“relevant to the subject matter involved in the action”---“has been construed broadly to encompass any matter that bears on, or that reasonably could lead to other matter that could bear on, any issue that is or may be in the case.” Rule 26(b)(1) was amended in 2000 to narrow the scope of discovery to “any matter, not privileged, that is relevant to any party's claim or defense.” The general consensus of the courts was that the 2000 amendments did not dramatically alter the scope of discovery and that the meaning of relevancy under Rule 26 remained extremely broad. U.S. E.E.O.C. v. Caesars Entertainment, 237 F.R.D. 428, 431 (D.Nev. 2006). Some courts stated, however, that the 2000 amendments were intended to narrow the scope of discovery in some meaningful way. Id. The 2015 amendments to Rule 26(b)(1) have further refined and limited the scope of discovery by placing the need for proportionality at the forefront of the rule. See Roberts v. Clark County School Dist., 312 F.R.D. 594, 602-03 (D.Nev. 2016) (discussing the history of amendments to Rule 26 since the late 1970's which were intended to encourage trial courts “to exercise their broad discretion to limit and tailor discovery to avoid abuse and overuse.”). In San Diego Unified Port Dist. v. National Union Fire Ins. Co. of Pittsburg, Pa., 2017 WL 3877731, at *1 (S.D.Cal. Sept. 5, 2017), the court stated that “the Oppenheimer Fund definition, like the version of Rule 26(b)(1) that preceded the 2015 amendments, is now relegated to only historical significance.” Although this court cited the Oppenheimer definition in Holland, that definition, itself, is no longer relevant given the changes to the rule. The 2015 amendments also eliminated the phrase that information is discoverable if it “appears reasonably calculated to lead to the discovery of admissible evidence.” Some courts used this language to define the scope of discovery. The 2015 amendments eliminated this phrase and replaced it with the more direct statement that “[i]nformation within this scope of discovery need not be admissible to be discoverable,” thus re-emphasizing that relevance is the touchstone of discovery. In re Bard IVC Filters Products Liability Litigation, 317 F.R.D. 562, 563-64 (D.Ariz. 2016). Relevance remains broad in scope, but is more limited than it was under the pre-2015 versions of the rule. Moreover, even if the discovery is relevant, the parties and the court are required to give greater consideration the proportionality of the discovery. Order (ECF No. 88) identifies two issues to be determined in this action. The first issue is whether the “change-in-control-and-ownership” provisions of Section 8 “individually or together constitute an unreasonable delay or denial of approval” of the sale of Bonanza's distributorship to a qualified purchaser. Resolution of this issue depends on an analysis of Section 8's requirements, and how they have been used by MillerCoors in regard to the proposed sale of Bonanza's distributorship to Southern Glazer's. The second issue is whether MillerCoors has violated NRS 597.210.1(a). The determination of this issue also involves an analysis of Section 8's provisions and whether MillerCoors is attempting to enforce them in a manner that constitutes engaging in the wholesale distribution of alcoholic beverages. The Court has also held that Plaintiff has stated a plausible claim for punitive damages based on MillerCoors alleged violation of NRS 597.210.1(a), which requires the trier of fact to determine whether MillerCoors has intentionally or recklessly disregarded Nevada's prohibition against a supplier engaging the business of a wholesaler of alcoholic beverages. *6 MillerCoors argues that other lawsuits, disputes, or notifications from government agencies regarding the legality of Section 8 are irrelevant. Section 1.1 of the Distributor Agreement states, however, that “MillerCoors recognizes and supports the continuation of the three-tier system for the distribution of malt beverages as it is commonly understood in the U.S. malt beverage industry.” In Granholm v. Heald, 544 U.S. 460, 466, 125 S.Ct. 1885, 1892 (2005), the Supreme Court noted that “[l]ike many other States, Michigan and New York regulate the sale and importation of alcoholic beverages, including wine, through a three-tier distribution system.” The Court noted that under Michigan's three-tier system, “producers or distillers may sell only to licensed in-state wholesalers, and wholesalers, in turn, may only sell to in-state retailers.” Id., 544 U.S. at 468-69, 125 S.Ct. at 1893. Other courts have noted the prevalence of the three-tier regulatory system in the United States, and the strict separation between the manufacturing, wholesaling and retailing required under that system. Wine Country Gift Baskets.com v. Steen, 612 F.3d 809, 811 (5th Cir. 2010); Brooks v. Vasser, 462 F.3d 341, 344-345 (4th Cir. 2006); Family Winemakers of California v. Jenkins, 592 F.3d 1, 5 (1st Cir. 2010); Black Star Farms, LLC v. Oliver, 544 F.Supp.2d 913 (D.Ariz. 2008); and Manuel v. State Off. of Alcoh. and Tobacco, 982 So.2d 316, 329-330 (La.App.3dCir. 2008). Lawsuits between MillerCoors and government agencies, or between MillerCoors and wholesale distributors, regarding the validity of Section 8's provisions are relevant to whether MillerCoors has intentionally violated Nevada's three-tier system of regulation; so are objections, concerns, or reservations regarding those provisions made by government agencies or wholesale distributors. Once information regarding other lawsuits, objections or concerns is produced, a determination can made regarding admissibility in evidence under Fed.R.Evid. 401 and 403. MillerCoors is not entitled to decide that the information is inadmissible by withholding it from discovery. Lawsuits or disputes relating to other provisions of the Distributor Agreement, however, are not relevant to the claims and defenses in this action and need not be identified or produced. Nor is MillerCoors required to produce the wide range of other documents or communications sought by Bonanza. MillerCoors’ objection that the information and documents sought by Bonanza are public records that are equally available to either party is overruled. “[C]ourts have unambiguously stated that this exact objection is insufficient to resist a discovery request.” National Acad. of Record. Arts v. On Point Events, 256 F.R.D. 678, 682 (C.D.Cal. 2009) (citing St. Paul Reinsurance Co., Ltd., CNA v. Commercial Fin. Corp., 198 F.R.D. 508, 514 (N.D.Iowa 2000), City Consumer Servs., Inc. v. Horne, 100 F.R.D. 740, 747 (D.Utah 1983), and United States v. 58.16 Acres of Land, 66 F.R.D. 570, 573 (E.D.Ill. 1975)). See also Prime Focus Creative Service Canada, Inc. v. Legend3D, Inc., 2016 WL 6662724, at *3 (C.D.Cal. July 8, 2016); Peterson v. Sanofi-Aventis U.S. LLC, 2013 WL 4215174, at *2 (E.D.Wash. Aug. 15, 2013); and Shatsky v. Syrian Arab Republic, 312 F.R.D. 219, 224 (D.D.C. 2015). It is reasonable to infer that documents relating other lawsuits or disputes involving Section 8 of the Distributor Agreement may be in MillerCoors’ possession, custody or control. MillerCoors may also have information and documents relating to objections or concerns from government agencies regarding Section 8, if such objections or concerns have been made to it. Although Bonanza might be able to obtain some of this discovery through other means, the time and expense required to do so is likely to be much greater than if the information and documents are produced by MillerCoors. MillerCoors has also objected to the discovery requests because there is no time limit on the production, other than since it began using this form of the agreement in 2008. Because the Court otherwise limits the scope of what MillerCoors is required to produce, it does not further restrict the time period covered by the requests. MillerCoors shall provide responsive information and documents since it began using the Distributor Agreement in 2008 subject to the following limitations: *7 (a) Lawsuits: Miller Coors shall identify any lawsuits that involve a dispute regarding the legality of Section 8 of the Distributor Agreement. MillerCoors shall provide (a) the case name, (b) the identities of the parties, (c) the case number, (d) the court and jurisdiction, (e) the date the action was filed, and (f) the date the action was terminated, if applicable. If the action has been terminated, MillerCoors shall state whether it was resolved by judgment or settlement. MillerCoors shall produce the following lawsuit documents in its possession, custody or control: the complaint, answer or other formal response to the complaint, and any order or judgment that is dispositive of the claims in whole or in part. MillerCoors shall produce a copy of any settlement agreement of the action unless it is subject to a court order making the settlement confidential. (b) Written Objections made by Wholesale Distributors: MillerCoors shall identify and produce any written statements received by it from wholesale distributors asserting that the provisions of Section 8 of the Distributor Agreement violate the law of the governing jurisdiction, including any statutes or administrative regulations. MillerCoors shall also produce any written response it made to the wholesale distributors regarding such objections or assertions. (c) Written Objections, Reservations or Concerns by Government Agencies: MillerCoors shall identify and produce any written statement made to it by any government agency, including the agency's attorney, charged with the regulation of the sale of alcoholic beverages in a particular jurisdiction setting forth objections, reservations, or concerns as to the validity of the provisions in Section 8 of the Distributor Agreement. MillerCoors shall also produce any written response it made to the government agency regarding such objections, reservations, or concerns. 3. Requests for Admissions. Bonanza moves to compel MillerCoors to answer the following requests for admissions: Request for Admission No. 3 asks MillerCoors to admit that more than one distributor objected to, or otherwise stated its concerns with Section 8 of the Distributor Agreement. Request for Admission No. 5 asks MillerCoors to admit that the Nevada Attorney General notified MillerCoors that it was concerned that several provisions of the Distributor Agreement may violate NRS Chapter 597. Request for Admission No. 10 asks MillerCoors to admit that it has not analyzed whether SGWS (Southern Glazer's) meets all standards for a Nevada wholesaler to distribute MillerCoors’ products. Requests for Admissions Nos. 3, 5 and 10 are relevant for the reasons set forth above. MillerCoors objection to Request No. 3 that the phrases “objected to” and “otherwise stated its concerns” are vague is overruled. MillerCoors shall admit or deny the request without objection. MillerCoors properly objected that Request No. 5 incorrectly identifies the State agency that notified it of concerns that several provisions of the Distributor Agreement may violate NRS Chapter 597. MillerCoors, however, identifies the correct agency in its objection. It shall respond to the request based on the correct identity of the State agency. MillerCoors’ objection that the document speaks for itself is also overruled, MillerCoors shall admit or deny Request No. 5 without further objection. MillerCoors’ objection to Request for Admissions No. 10 as vague and ambiguous is overruled, with the understanding that the term “reasonable standards” has the same meaning as used in NRS 597.157.1. Rule 36(a)(4) states that a party must fairly respond to the substance of the matter, and when good faith requires a party to qualify an answer or deny only a part of a matter, the answer must specify the part admitted and qualify or deny the rest. MillerCoors’ response to Request No. 10 admits that it did not analyze whether Southern Glazer’ meets all reasonable standards for a Nevada wholesaler to distribute MillerCoors’ productions, but then goes on the explain why it has not made that analysis. The Court finds that to be a proper answer under Rule 36(a)(4). 4. Requests for Production Nos. 13 and 17. *8 Plaintiff's Requests for Production Nos. 13 and 17 relate to statements in the declaration of Jeffrey Agase, MillerCoors’ Vice President, Distributor Network, filed in support of MillerCoors’ opposition to Bonanza's motion for preliminary injunction. See Defendant's Response to Motion for Preliminary Injunction (ECF No. 15), Exhibit A. Mr. Agase states in paragraph 15 of his declaration that “[s]everal other brewers that are competitors of MillerCoors have change in control provisions in their distributor contracts.” Mr. Agase's statement indicates that he is familiar with the terms of such contracts. Request for Production No. 13 asks MillerCoors to produce any documents in its possession supporting that statement. If Mr. Agase's sworn statement is based on the contents of specific contracts of other brewers in MillerCoors’ possession, custody or control, then MillerCoors is ordered to produce copies of such contracts. If Mr. Agase's statement is not based on his review of specific contracts, then MillerCoors shall so state in response to Request No. 13. Bonanza's Request for Production No. 17 requests all documents that support Mr. Agase's statement in paragraph 39 of his declaration. Paragraph 39 of Mr. Agase's declaration is based on his experience, and does not appear to be based on the contents of any particular documents relating to the purchase of distributorships. However, if Mr. Agase reviewed and relied on the contents of specific documents in formulating the statement in paragraph 39, then those documents should be produced. IT IS HEREBY ORDERED that Plaintiff's Motion to Compel Defendant MillerCoors to Respond to Written Discovery (ECF No. 79) is granted, in part, and denied, in part, in accordance with the foregoing provisions of this order. DATED this 22nd day of January, 2019.