BEEMAC, INC., Plaintiff, v. REPUBLIC STEEL, Defendant Civil Action No. 2:20-cv-1458 United States District Court, W.D. Pennsylvania Filed August 09, 2022 Counsel Daniel B. McLane, Thomas E. Sanchez, Duane Morris LLP, Pittsburgh, PA, for Plaintiff. Julie A. Callsen, Tucker Ellis LLP, Cleveland, OH, Seth J. Linnick, Pro Hac Vice, Dustin B. Rawlin, Nelson Mullins Riley & Scarborough LLP, Cleveland, OH, for Defendant. Stickman IV, William S., United States District Judge MEMORANDUM ORDER *1 Plaintiff Beemac, Inc. (“Beemac”) filed suit alleging that Defendant Republic Steel (“Republic”) failed to pay Beemac over $2.2 million for transportation and shipping services performed in 2019 and 2020.[1] (ECF No. 1-1). Beemac asserts various state law causes of action, including breach of contract (Count I), unjust enrichment (Count II), account stated (Count III), fraud in the inducement (Count IV), and negligent misrepresentation (Count V). (Id. ¶¶ 23–50). Following the Court's denial of Republic's Motion to Dismiss for Lack of Personal Jurisdiction (ECF No. 13), the case proceeded to discovery. Beemac subsequently filed a Motion to Compel Discovery (ECF No. 37), which the Court granted in part and denied in part (ECF No. 47). Presently before the Court is Republic's Motion to Compel. (ECF No. 43). The Court will grant in part and deny in part Republic's motion for the reasons below. I. BACKGROUND Republic served its First Set of Interrogatories and Second Set of Requests for Production on Beemac on May 16, 2022. Beemac responded on June 27, 2022—past the original deadline of June 15, 2022, and the extended deadline of June 20, 2022. The next day, on June 28, 2022, Republic requested a telephone conference with the Court. During that conference, Republic expressed concern over Beemac's delayed discovery responses. Republic also noted that the parties faced impending deadlines, including a scheduled deposition of Beemac's corporate representative on June 30, 2022, and the close of discovery on July 1, 2022. Following the telephone conference, the Court ordered Republic and Beemac to “promptly file a joint proposed case management order setting forth amended discovery and summary judgment deadlines.” The parties complied, and, in accordance with the parties’ proposal, the Court extended the time to complete discovery to July 15, 2022. (ECF No. 42). Republic and Beemac proceeded with discovery, and during that time, Republic identified several alleged deficiencies in Beemac's responses. The parties communicated back-and-forth via email, but they could not resolve their issues. (ECF Nos. 43-4, 43-5, 43-6). On July 15, 2022—the date discovery closed—Republic filed a Motion to Compel (ECF No. 43), which is now before the Court. II. STANDARD OF REVIEW Courts have “broad discretion to fashion discovery orders” and often give liberal treatment to discovery rules. Dockery v. Heretick, 2021 WL 268497, at *2 (E.D. Pa. Jan. 27, 2021) (citations omitted). Federal Rule of Civil Procedure 26 governs the discovery process, which allows the parties to obtain “any nonprivileged matter that is relevant to any party's claim or defense and proportional to the needs of the case.” Fed. R. Civ. P. 26(b)(1). “Relevance in this context has been ‘construed broadly to encompass any matter that could bear on, or that could reasonably lead to other matter that could bear on any issue that is or may be in the case.’ ” United States ex rel. Bergman v. Abbott Lab'ys, 2016 WL 4247429, at *2 (E.D. Pa. Aug. 11, 2016) (quoting Oppenheimer Fund v. Sanders, 437 U.S. 340, 351 (1978)). The scope of discovery is broad, but it is not unlimited. See Bayer AG v. Betachem, Inc., 173 F.3d 188, 191 (3d Cir. 1999). “[W]here a party receives evasive or incomplete answers to a discovery request, they are permitted to bring a motion to compel disclosure” under Rule 37. In re Auto. Refinishing Paint Antitrust Litig., 2006 WL 1479819, at *2 (E.D. Pa. May 26, 2006). The moving party must demonstrate the relevance of the requested information. Bergman, 2016 WL 4247429, at *2. The burden then shifts to the resisting party, id., who “ ‘must show specifically’ how the information requested ‘is not relevant or how each question is overly broad, burdensome or oppressive,’ ” Auto. Refinishing, 2006 WL 1479819, at *2 (quoting Josephs v. Harris Corp., 677 F.2d 985, 992 (3d Cir. 1982)). III. ANALYSIS *2 Upon careful review of Republic's Motion to Compel and Beemac's Response in Opposition, the Court will grant in part and deny in part Republic's motion. The Court will address each of the disputed discovery requests in turn. A. Request for Production No. 6 In Request for Production Number 6, Republic seeks: “Documents that support Beemac's allegation in Paragraph 10 of its Complaint that the ‘bill of lading and invoice documents establish[ ] the terms of the Agreement based upon Defendant Republic's repeated acceptance of Beemac's offered rates for each ordered transported load in 2019 and 2020....’ ” (ECF No. 43-3, p. 3). In response, Beemac refers to its response to Interrogatory Number 6 and “the documents referenced therein.” (Id.). Among the referenced documents is a spreadsheet (BEEMAC000367) that lists and hyperlinks the bills of lading and invoices at issue in this litigation. (ECF No. 43-2, pp. 5–6; ECF No. 43-1). Republic contends that Beemac's response to Request for Production Number 6 is deficient in that it is “wholly circular.” (ECF No. 43, p. 7). Republic argues that this Request “asks for documents that support Beemac's allegation that the bills of lading and invoices represent the agreements between the parties”—i.e., “documents that show the negotiations, offers, and ultimate acceptances of each lane rate and extraneous charge listed on Beemac's invoices.” (Id. at 7–8). But Beemac “simply refers to the invoices and bills of lading, themselves,” and, according to Republic, “the invoices and bills of lading are not contractual agreements.” (Id. at 7). Republic thus asks the Court to compel Beemac to produce “[i]nternal documents and communications that support Beemac's allegations of lane rates, additional charges, and other material terms.” (Id. at 14). Beemac makes three arguments in response. First, Beemac argues that “Republic never actually requested Beemac to produce such documents.” (ECF No. 48, p. 4). Beemac maintains that “the bills of lading and invoice documents produced by Beemac contain the relevant contract terms” and asserts that it is not “obligated to search for and produce all documents relating to ‘negotiations, offers, and ultimate acceptances of each lane rate and extraneous charge’ with respect to thousands of invoices.” (Id. at 5–6). Second, Beemac argues that Republic is making a “belated demand for unfocused and burdensome ESI.” (Id. at 7). Beemac contends that “Republic never fairly requested ESI” because it “never proposed any search terms to Beemac and never attempted to meet and confer on ESI” and because Request for Production Number 6 asks for “documents,” not “ESI.” (Id. at 7–8). Third, and related, Beemac argues that Republic's demand is “not proportional to the needs of the case” because “[a] search for such documents would be time-intensive, costly, and highly burdensome.” (Id. at 9–10). In the event the Court grants Republic's motion, Beemac asks that the Court “direct the parties to engage in a meet-and-confer process in order to prevent Beemac being faced with a disproportionate and highly burdensome process without any search methodology in place” and order Republic to bear the costs. (Id. at 11 n.4). Republic's Motion to Compel is GRANTED. Beemac does not state that there are no documents, including emails, that support Beemac's allegation that the bills of lading and invoices represent the agreement between the parties (i.e., that they show the negotiations, offers, and ultimate acceptance of each lane rate and charge listed on Beemac's invoices). Beemac makes a vague argument that it already produced “hundreds” of responsive emails, but it never says that it has no more documents to produce. (ECF No. 48, p. 9). Rather, it raises arguments as to why Republic's demands are not actually responsive to the Request or are unduly burdensome, etc. The Court rejects the contention that the request for “documents” does not include electronically stored information. ESI is simply the manner in which certain documents are maintained. It is not a different species of material. Nor do the Rules require a party to specify search terms in order to obtain discoverable information that is stored in electronic form. Finally, the Court rejects the contention that the production of the requested materials would be unduly burdensome. To the extent that Beemac believed that this Request was overly burdensome, it could have sought Court relief at the time it was served. A party cannot sua sponte excuse itself from discovery obligations. Beemac shall produce any documents (including ESI) that are responsive to this Request. If it has already produced all responsive materials, it shall so certify to Republic. B. Interrogatory Nos. 6, 12, and 13 *3 Republic's next request is related to its request above. Should its Motion to Compel with respect to Request for Production Number 6 be granted, and should it lead to the production of “any additional documents,” Republic asks that Beemac be ordered to supplement its Answers to Interrogatory Numbers 6, 12(e), and 13(c). (ECF No. 43, p. 8). Interrogatory Number 6 asks Beemac to “[s]tate the reasons Beemac contends the ‘bill of lading and invoice documents establish[ ] the terms of the Agreement based upon Defendant Republic's repeated acceptance of Beemac's offered rates for each ordered transported load in 2019 and 2020 ....’ ” (ECF No. 43-2, p. 5). And Interrogatory Numbers 12(e) and 13(c) ask Beemac to identify “each document referred to or relied upon in the preparation of Beemac's damage calculations.” (Id. at 8, 10). Beemac makes no argument in response to this request for supplementation. The Motion to Compel is GRANTED. Beemac shall supplement its Answers to Interrogatory Numbers 6, 12(e), and 13(c). C. Request for Production No. 13 In Request for Production Number 13, Republic seeks: “All invoices linked in the spreadsheet at BEEMAC000367.” (ECF No. 43-3, p. 4). In response, Beemac refers to its responses to other Requests and Interrogatories, which, in turn, merely reference the same spreadsheet. (Id.). Republic argues that “the invoices and bills of lading” listed in the spreadsheet “have not been separately produced in this litigation.” (ECF No. 43, p. 9). According to Republic, these documents “are available only through thousands of password-protected hyperlinks,” “are not Bates-labeled,” and “cannot be viewed, searched, or referenced easily or in the aggregate.” (Id. at 9–10). It states that it is “unnecessarily difficult to match non-Bates-labeled invoices referenced in the litigation to those in the spreadsheet to ensure they are the same.” (Id. at 10). Republic thus asks the Court to order Beemac to “produce bates-labeled copies of the documents linked in the spreadsheet at BEEMAC000367” in order for them to be “easily accessible for citations to the record or at trial.” (Id. at 10). Beemac responds that it is “willing to reproduce the thousands of hyperlinked documents it already produced as separate bates-labeled documents if Republic will bear the costs of reproduction.” (ECF No. 48, p. 12). The Motion to Compel is GRANTED IN PART and DENIED IN PART. To the extent that all of the invoices linked in the spreadsheet have not been produced, Beemac shall do so and shall so certify to Republic. Full production means that Republic shall be able to access the responsive material. Thus, to the extent that responsive material is shielded behind password-protected hyperlinks, Beemac shall produce the material to Republic. As to bates-labeling, the Rules do not impose an affirmative obligation to do so. As such, to the extent that Republic seeks an order mandating bates-labeling, the motion is denied. D. Request for Production Nos. 10, 15, and 17 Republic next argues that, although “Republic and Beemac went back and forth on payment of the orders at issue in this case for more than a year,” “Beemac's production is almost completely devoid of any internal communications between Beemac employees and executives regarding any of the issues in this litigation.” (ECF No. 43, p. 10). It notes that, two weeks prior to the filing of the present motion, Beemac provided a supplemental production of “211 pages that it labels as internal communications.” (Id. at 11). But according to Republic, those pages only contained “seven internal emails among Beemac employees.” (Id.). Republic states, “It cannot be the case that there are only seven internal emails regarding the terms of Beemac's agreements with Republic (Request Nos. 6 and 13), lane rates (Request Nos. 2 and 4), the trucking services that Beemac provided to Republic (Request Nos. 3 and 5), and Republic's alleged refusal to pay for the services (Request No. 10).” (Id.). Accordingly, Republic seeks to compel production of internal documents and communications, as detailed below. 1. Request for Production No. 10 *4 In Request for Production Number 10, Republic seeks: “Documents regarding the amount that ‘Defendant Republic has refused to make payment of ... for Beemac's transportation services in 2019 and 2020 pursuant to the Agreement,’ as alleged in Paragraph 16 of Beemac's Complaint, including the documents that establish that amount.” (ECF No. 43-3, p. 3). Republic states that Beemac did not produce “any internal communications” in response and argues that such “documents are important to Republic's defense because the amount owed is in dispute.” (ECF No. 43, pp. 11–12). Beemac counters that Republic did not “actually demand the production of internal communications.” (ECF No. 48, p. 12). Beemac further argues that it “has produced records ... that demonstrate its entitlement to the damages it claims,” and while “Republic is free to dispute those records,” “internal Beemac documents will certainly not shed light on how or why Republic's records are accurate and Beemac's are not.” (Id. at 13–14). The Motion to Compel is GRANTED. Although Request for Production Number 10 is broadly worded, it unequivocally requests “documents regarding the amount that ... Republic has refused to make payment of,” as alleged in Beemac's Complaint. “Documents” would include any internal communications in written form, including emails. To the extent that Beemac has not produced all responsive materials, it shall do so. If it has done so, it shall so certify to Republic. 2. Request for Production No. 15 In Request for Production Number 15, Republic asks for “[d]ocuments regarding the ‘internal issues and need [for] some clarification for billing purposes,’ described in BEEMAC000182, and generally as similar issues relate to this litigation.” (ECF No. 43-3, p. 4). This Request refers to a November 14, 2019, email exchange between Beemac's Logistics Coordinator and Republic's Transportation Insight representative. Beemac's employee referred to three particular invoices and asked, “What rate are you showing in your system for this lane? We are have [sic] some internal issues and need some clarification for billing purposes.” (ECF No. 43-7, p. 2). Beemac now argues that the “internal issues” referenced in the email “concerned only three orders” and those issues were “resolved,” as evidenced in the email chain itself. (ECF No. 48, p. 14). As such, Beemac contends that “there simply are no other documents to be produced.” (Id. at 15). Republic counters that its Request “goes beyond that one email and also asks for documents regarding other issues with Beemac's accounting.” (ECF No. 43, p. 12). The Motion to Compel is DENIED. To the extent that Beemac has fully complied with the Request, it can do nothing more. 3. Request for Production No. 17 In Request for Production Number 17, Republic asks for “[d]ocuments regarding the alleged $500,000 agreement between Elizabeth Evans and Loren Dworakowski that occurred in and around June 2020 to resolve outstanding 2019 invoices.” (ECF No. 43-3, p. 5). In response, Beemac states that such a Request “mischaracterizes facts underlying this action, as there was no such agreement.” (Id.). Beemac maintains that it “cannot produce documents relating to an agreement that does not exist” and notes that Republic's corporate representative “admitted that this purported agreement was never put into writing.” (ECF No. 48, p. 15). Beemac further argues that “any communications regarding the purported settlement are simply irrelevant” because “Republic did not assert a counterclaim or affirmative defense seeking an offset based on this purported agreement.” (Id.). For its part, Republic states that, even if Beemac disputes that the parties ever reached a settlement agreement, that does not mean that there were no communications while they were negotiating—as evidenced by an email from Beemac concerning “this deal for the sum of $500,000” found in Republic's own production. (ECF No. 43, p. 14). In addition, Republic argues that these documents are “indisputably relevant to the issues and ultimate damages in this case” because they “may shed light on why [Beemac] was willing to take what appears to be a substantial discount from the amount it is now claiming is owed for 2019.” (Id.). *5 Republic's Motion to Compel is GRANTED. To the extent that there are writings responsive to this Request, they shall be produced. Relevance, for purposes of discovery, is a different standard than at trial and is considerably broader. Republic has sufficiently articulated why it believes the information sought would be relevant as to the claims and defenses of this action. * * * AND NOW, this 9th day of August 2022, IT IS HEREBY ORDERED that Defendant Republic Steel's Motion to Compel (ECF No. 43) is GRANTED in part and DENIED in part. IT IS FURTHER ORDERED that Plaintiff Beemac, Inc. shall supplement its discovery responses in a manner consistent with this Order by August 30, 2022. Footnotes [1] The Court has subject-matter jurisdiction based on diversity of citizenship. See 28 U.S.C. § 1332. There is complete diversity between the parties: Beemac is a citizen of Pennsylvania (where it is incorporated and maintains its principal place of business), and Republic is a citizen of Delaware (where it is incorporated) and Ohio (where it has a principal place of business). (ECF No. 1, ¶¶ 4–5). Additionally, the amount in controversy exceeds $75,000. (Id. ¶ 7).