BEEMAC, INC., Plaintiff, v. REPUBLIC STEEL, Defendant Civil Action No. 2:20-cv-1458 United States District Court, W.D. Pennsylvania Signed July 20, 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. Presently before the Court is Beemac's Motion to Compel Discovery. (ECF No. 37). The Court will grant in part and deny in part Beemac's motion for the reasons below. I. BACKGROUND Beemac served its First Set of Interrogatories and First Requests for Production on Republic on June 24, 2021. Republic served its Responses on August 10, 2021. According to Beemac, however, Republic “failed to properly and substantively respond to Beemac's discovery” requests. (ECF No. 37, p. 2). On March 11, 2022, Beemac sent a letter to Republic outlining its concerns with Republic's discovery responses. (ECF No. 37-1). Specifically, Beemac took issue with Republic producing “over 30,000 pages of documents” without “specifying the records that must be reviewed[ ] in sufficient detail,” as is required by Federal Rule of Civil Procedure 33(d). (Id. at 2). Beemac also asserted that Republic “failed to provide a privilege and/or redaction log” and did not produce “any documents” in response to certain requests for production. (Id. at 3). Republic apparently failed to respond to Beemac's letter, prompting Beemac to seek the Court's intervention. The Court held a discovery conference via Zoom on May 6, 2022. Immediately following that conference, the Court ordered Republic to “supplement its responses to [Beemac's] interrogatories and requests for production” by May 27, 2022. (ECF No. 34). Republic served Amended Responses on May 24, 2022, and Second Amended Responses on June 2, 2022. Beemac found Republic's Second Amended Responses to be deficient, still, and on June 7, 2022, it filed a Motion to Compel Discovery. (ECF No. 37). Thereafter, on June 22, 2022, Republic filed a Response in Opposition. (ECF No. 40). Republic states that, with the exception of “general company financial records,” it is “not attempting to hold back any documents or information in its possession.” (Id. at 2). Republic further states that it “has again gone back and amended its discovery responses” and attaches copies of its Third Amended Responses. (Id.; ECF Nos. 40-1, 40-3). Republic maintains that this fourth attempt at responding to Beemac's interrogatories and requests for production has rendered moot “the majority” of Beemac's Motion to Compel. (ECF No. 40, p. 2). II. STANDARD OF REVIEW *2 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 Upon careful review of Beemac's Motion to Compel and Republic's Response in Opposition, as well as Republic's Third Amended Responses to Beemac's Interrogatories and Requests for Production, the Court will grant in part and deny in part Beemac's motion. The Court will address each of the disputed discovery requests in turn. A. Interrogatories 1. Interrogatory No. 7 In Interrogatory Number 7, Beemac seeks “the amount of all accounts payable due to Beemac from 2019 through the present recorded on the financial books and records of Republic.” (ECF No. 37-2, ¶ 7). Beemac also asks that Republic “produce copies of all such account payable records.” (Id.). Beemac argues that Republic's response is deficient in three respects: (1) Republic's Second Amended Response changed the text of the interrogatory from “2019 through the present” to “in 2019 and/or 2020”; (2) the document Republic produced (REPUBLIC_PA_001242) fails to comply with Rule 33(d) because it is limited to the period between February and July 2020; and (3) Republic “continues to refuse to produce its account payable records for 2019 through the present.” (ECF No. 37, ¶¶ 1–8). Republic replies as follows: (1) Republic “mistyped” the interrogatory—“confusing” it with a related interrogatory in the companion case of Deemac Services, LLC v. Republic Steel, No. 20-cv-1466—and has amended its answer (in its Third Amended Responses) to address the time period of “2019 through the present”; (2) the document Republic produced sufficiently answers the interrogatory because it “reflects all open accounts payable between Republic and Beemac”; and (3) Republic's June 2, 2022, document production included “403 financial records in the form of Excel spreadsheets that reference Beemac,” and, regardless, “an interrogatory is an improper vehicle for requesting documents.” (ECF No. 40, pp. 2–3). The Motion to Compel is denied with respect to Interrogatory Number 7. Republic represents, subject to Rule 11, that it fully complied with its obligations, having produced 403 financial records. The Court has no reason not to believe this representation. Moreover, even had it not fully responded to Interrogatory Number 7, Republic correctly argues that an interrogatory is not the correct vehicle to seek the production of documents. See LeBlanc v. Exxon Mobil Corp., 2014 WL 6886198, at *9 (M.D. La. Dec. 8, 2014) (“While a responding party may have the option to produce documents in lieu of an answer to an interrogatory, interrogatories are not the proper discovery device for obtaining the production of documents.”); Cram v. Elec. Data Sys. Corp., 2008 WL 162772, at *3 (S.D. Cal. Jan. 14, 2008) (“Interrogatories are not a proper discovery device to obtain production of documents.... A propounding party may request copies of supporting documentation identified in the response be attached to interrogatory answers, but the responding party cannot be compelled by such a request to produce those documents, and the viability of the interrogatory response is not compromised for failure to attach copies of identified documents.”). 2. Interrogatory No. 8 *3 In Interrogatory Number 8, Beemac points to the Eighth Affirmative Defense of Republic's Answer, which states, “Plaintiff committed the material breach when it submitted invoices for payment that contained significant errors and/or invoices for services not provided.” (ECF No. 37-2, ¶ 8). Beemac then asks that Republic (A) “[i]dentify by date, number and amount all Beemac invoices that Republic claims contained ‘significant errors,’ ” and (B) for each such invoice, “identify what Republic asserts constituted an error.” (Id.). In its Second Amended Responses, Republic produced a spreadsheet (REPUBLIC_PA_042836) and referred to the column “reasons for non_payment.” (ECF No. 37-3, ¶ 8). Beemac argues that Republic has “refus[ed] to provide fair discovery” and contends that (1) the spreadsheet fails to comply with Rule 33(d) because it is “78 pages long and has 1,956 single-spaced entries,” but “it does not fairly identify which invoices Republic asserts contained ‘significant errors,’ ” and that (2) Republic “refuses” to disclose precisely what “constituted an ‘error’ in any of Beemac's invoices.” (ECF No. 37, ¶¶ 9–14). In response, Republic explains its spreadsheet and states that it “clearly identifies every single invoice it believes contains an error.” (ECF No. 40, p. 5). But “to be even clearer,” Republic has attached a supplemental spreadsheet to its Third Amended Responses. (Id.). Having reviewed the spreadsheets, the Court denies the Motion to Compel as to Interrogatory Number 8. Republic has answered in an adequate manner with substantial information that is responsive to the Interrogatory. 3. Interrogatory No. 9 In Interrogatory Number 9, Beemac asks: “For each invoice identified in response to Interrogatory No. 8, identify what action Republic claims it took to raise with and/or inform Beemac of each alleged error, including the names of all Republic employees and/or representatives who acted on behalf of Republic to raise an alleged error with Beemac.” (ECF No. 37-2, ¶ 9). In both its Second Amended Responses and its Third Amended Responses, Republic answered: “If there was an error in the amount charged to Republic, Republic would typically pay the amount it believed that Beemac was owed or withhold payment.” (ECF No. 37-3, ¶ 9; ECF No. 40-1, ¶ 9). Beemac argues that this answer “evades what was specifically requested” and does not “substantively respond” to the interrogatory. (ECF No. 37, ¶¶ 15–16). Republic replies that there is “no further information to compel for this response.” (ECF No. 40, p. 6). It explains that it simply did not pay any invoices with errors, and “Beemac may fairly conclude that Republic took no other action to inform Beemac of the errors in its invoice[s].” (Id.). The Court holds that Republic's answer is evasive and non-responsive. The Interrogatory did not ask whether Republic paid invoices that it believed contained errors, but rather asked Republic to detail actions that it took to inform Beemac of each alleged error. Republic shall supplement its answer to Interrogatory Number 9 to provide responsive information. If it took no specific action to inform Beemac of alleged errors, it shall so state. 4. Interrogatory No. 10 In Interrogatory Number 10, Beemac again points to Republic's Eighth Affirmative Defense and requests that Republic “identify by date, number and amount all Beemac invoices that Republic claims were submitted for ‘services not provided.’ ” (ECF No. 37-2, ¶ 10). Just as it did in response to Interrogatory Number 8, Republic's Second Amended Response referred to its spreadsheet (REPUBLIC_PA_042836) and the column “reasons for non_payment.” (ECF No. 37-3, ¶ 10). Beemac argues that Republic failed to comply with Rule 33(d) because the spreadsheet does not “identify the invoices for ‘services not rendered.’ ” (ECF No. 37, ¶¶ 17–19). Republic replies that the “reasons for non_payment” column is sortable and that Beemac could have found the relevant invoices by sorting. (ECF No. 40, p. 8). But to make it “even easier for Beemac,” Republic has once more attached a supplemental spreadsheet to its Third Amended Responses. (Id.). Having reviewed the spreadsheets, the Court denies the Motion to Compel as to Interrogatory Number 10. Republic has answered in an adequate manner with substantial information that is responsive to the Interrogatory. 5. Interrogatory No. 11 In Interrogatory Number 11, Beemac asks: “For each invoice identified in response to Interrogatory No. 10, identify what action Republic claims it took to raise with and/or inform Beemac of each of the alleged ‘invoices for services not provided,’ including the names of all Republic employees and/or representatives who acted on behalf of Republic to raise the alleged matter with Beemac.” (ECF No. 37-2, ¶ 11). Republic answered, in both its Second Amended Responses and its Third Amended Responses: “Republic does not and would not pay for services it never received.” (ECF No. 37-3, ¶ 11; ECF No. 40-1, ¶ 11). Beemac argues that Republic has “simply refused to provide the discovery Beemac requested.” (ECF No. 37, ¶¶ 20–21). Republic replies that “the action it took in response to receiving invoices for services not provided was to refrain from paying those invoices.” (ECF No. 40, p. 9). Republic further states that it “took no other actions, and thus, there is no additional information to compel.” (Id.). *4 As with Interrogatory Number 9, the Court holds that Republic's answer to Interrogatory Number 11 is evasive and non-responsive. The Interrogatory did not ask whether Republic paid invoices that it believed reflected services not received, but rather asked Republic to detail actions that it took to inform Beemac of each alleged instance where it believed it was invoiced for services not provided. Republic shall supplement its answer to Interrogatory Number 11 to provide responsive information. If it took no specific action to inform Beemac of instances where it believes it was invoiced for services that it did not receive, it shall so state. 6. Interrogatory No. 12 In Interrogatory Number 12, Beemac seeks the identification of “all services that Republic admits Beemac provided but that Republic has failed to pay for.” (ECF No. 37-2, ¶ 12). In its Second Amended Responses, Republic pointed to an attached document (REPUBLIC_PA_001177). (ECF No. 37-3, ¶ 12). Beemac contends that this document “has nothing to do with Beemac,” and, thus, that Republic has failed to comply with Rule 33(d). (ECF No. 37, ¶¶ 22–23). Republic replies that it “simply referenced the wrong document,” and its Third Amended Responses identifies the correct document (REPUBLIC_PA_001242). (ECF No. 40, p. 9). The Court has not been provided a copy of the corrected document produced in response to this Interrogatory. Nevertheless, the Court will credit Republic's representation—made pursuant to counsel's ethical obligations to this Court—and deny the Motion to Compel as to Interrogatory Number 12. B. Requests for Production By way of background, Beemac has been requesting the production of documents by Republic since at least June 2021. During the May 6, 2022, discovery conference, Beemac expressed its frustration with Republic's failure to produce certain documents and its “dumping” of thousands of pages of other documents. The Court ordered Republic to supplement its responses to Beemac's Requests for Production by May 27, 2022. However, according to Beemac, “Republic waited until June 2, 2022, to ‘dump’ over 41,521 pages of documents on Beemac.” (ECF No. 37, ¶ 26). Beemac states that, as of June 7, 2022 (the date of the filing of its Motion to Compel), it only had “limited time to conduct a cursory review of the over 41,521 pages of documents.” (Id. ¶¶ 29–31). Nevertheless, Beemac asserts that “Republic is still not engaging in fair discovery,” as explained below. (Id. ¶ 31). 1. Request for Production Nos. 1, 6–10, and 15 In response to Request for Production Numbers 1, 6–10, and 15, Republic's Second Amended Responses raised various objections—e.g., attorney-client privilege, overly broad, unduly burdensome—followed by the statement that “Republic will produce responsive documents.” (ECF No. 37-4, ¶¶ 1, 6–10, 15). Based on its “limited review” of Republic's June 2, 2022, production, Beemac believes that “Republic did not produce any documents responsive” to its requests. (ECF No. 37, ¶ 36). Republic replies that it “has provided documents in its possession responsive to th[ese] request[s], and has only held back documents on the basis of privilege, all of which have been logged.” (ECF No. 40, p. 13). It further states that it has revised its answers in its Third Amended Responses to “remove all objections” and state simply, “See documents produced by Republic.” (Id. at 12; ECF No. 40-3, ¶¶ 1, 6–10, 15). Delayed responses to discovery requests often lead to exactly the issues encapsulated by the back-and-forth between the parties on these requests. From the Court's review of the parties’ submissions, it appears as though Republic represents to have produced all responsive documents except those withheld due to a claim of privilege. If there is nothing more that is responsive, it is axiomatic that there is nothing more that it can produce. The Court will take Republic at its word and deny the Motion to Compel as to Request for Production Numbers 1, 6–10, and 15. However, to the extent that, as this case progresses, Beemac discovers that materials responsive to these Requests were wrongfully withheld by Republic, Beemac may seek, and the Court will impose, appropriate sanctions. 2. Request for Production No. 16 *5 In Request for Production Number 16, Beemac seeks: “All of Republic's audited and/or unaudited financial statements, including income statements, statements of revenues and expenses, net income/loss and statements of cash flow for each year from 2018 through the present.” (ECF No. 37-4, ¶ 16). In both its Second and Third Amended Responses, Republic objected to this request as overly broad and unduly burdensome. Republic argues that this request “seeks information well beyond the time period relevant to this dispute” and “information that is neither relevant nor proportional to the needs of the case.” (Id.; ECF No. 40-3, ¶ 16). But Republic agrees that “financial records relating to Beemac,” in particular, “are relevant to this case” and contends that it has produced such records, referring to five bates labels. (ECF No. 40, p. 12). The Motion to Compel is denied with respect to Request for Production Number 16. This Request, as framed by Beemac, is overly broad, unduly burdensome and not reasonably tailored to lead to the discovery of admissible evidence. AND NOW, this 20th day of July 2022, IT IS HEREBY ORDERED that Plaintiff Beemac, Inc.’s Motion to Compel Discovery (ECF No. 37) is GRANTED in part and DENIED in part. IT IS FURTHER ORDERED that Republic shall supplement its discovery responses in a manner consistent with this Order by August 3, 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).