TAYLOR MACHINE WORKS, INC., et al., Plaintiffs v. TOYOTA MATERIAL HANDLING MIDWEST, INC., et al., Defendants CIVIL ACTION NO. 3:20-CV-00378-GNS-RSE United States District Court, W.D. Kentucky, Louisville Division Signed February 24, 2022 Counsel Benjamin Joel Lewis, Janet P. Jakubowicz, Lincoln J. Carr, Chelsea Granville Reed, Dentons Bingham Greenebaum Doll LLP, Louisville, KY, for Plaintiffs. Alan S. Brown, Frost Brown Todd LLC, Indianapolis, IN, Miles Harrison, Peter M. Cummins, William Bernard Decker, III, Frost Brown Todd LLC, Louisville, KY, for Defendant Toyota Material Handling Midwest, Inc. Christopher Lyle Jackson, Kyle R. Bunnell, Mary L. Bryson, Dinsmore & Shohl LLP, Lexington, KY, J. Tanner Watkins, Dinsmore & Shohl LLP, Louisville, KY, for Defendant Toyota Material Handling, Inc. Edwards, Regina s., United States Magistrate Judge ORDER *1 Several discovery disputes have arisen between Plaintiffs Taylor Machine Works, Inc. and Sudden Services (together “Taylor”) and Defendants Toyota Material Handling Midwest, Inc. (d/b/a ProLift) (“ProLift”) and Toyota Material Handling, Inc. (“Toyota”). The first is before the Court on ProLift's Motion to Compel (DN 44), which has been fully briefed (DN 46; DN 48). In addition, Taylor, ProLift, and Toyota each presented issues to the Court during telephonic conferences held January 6, 2022 and February 3, 2022. (See DN 51; DN 58). Pursuant to 28 U.S.C. 636(b)(1)(A), this matter has been referred to the undersigned United States Magistrate Judge for resolution of all non-dispositive matters, including discovery issues. (DN 33). The parties have exhausted all efforts to resolve their disputes, and the Court now takes them under consideration. I. Background This case arises out of a contract dispute between Taylor and ProLift. On February 14, 2007, they entered into Industrial Equipment Dealer Sales and Service Agreements (“Dealer Agreements”) governing their business relationship. (DN 43, at PageID # 466–67; DN 46, at PageID #575). The relationship proceeded successfully for several years before its irretrievable breakdown in 2019. (DN 46, at PageID # 575–76). On January 24, 2020, ProLift sued Taylor in the United States District Court for the Southern District of Indiana, alleging Taylor violated Mississippi's dealer protection statute and the parties’ Dealer Agreements, and that Taylor tortiously interfered with its business by hiring some of its former employees and selling directly to customers in territories covered in the Dealer Agreements. (Id. at PageID # 576). Taylor responded with a motion to dismiss or change venue, and the case was ultimately transferred to this Court.[1] (Id.). While its motion to dismiss or change venue was pending in the Southern District of Indiana, Taylor brought this related action on May 27, 2020. (DN 1). Taylor contends ProLift breached the Dealer Agreements and misappropriated Taylor's trade secrets. (DN 46, at PageID # 576; see also DN 1). Taylor amended its complaint to add Toyota as a party on April 30, 2021. (DN 10). After the parties jointly moved for consolidation or reassignment, District Judge Hale, to whom this action was originally assigned, transferred the matter to Chief Judge Stivers. Though not consolidated, both matters are now pending before the Chief Judge. The parties engaged in discovery over the last several months but have now reached an impasse. On November 11, 2021, ProLift moved the Court to compel Taylor to supplement and provide documents responsive to its prior discovery requests. (DN 44, at PageID #483–84). On January 6, 2022, at the request of the parties, the Court held a telephonic conference to discuss several additional disputes between them. At the Court's direction, the parties then met and conferred over a period of fourteen days to try to resolve all outstanding discovery disputes, including those at issue in ProLift's Motion to Compel. On January 21, 2022, the parties reported that they could not reach a complete[2] resolution (DN 53) and subsequently tendered position statements outlining their respective arguments. The Court held another telephonic conference on February 3, 2022 to discuss the remaining disputes and confirm that the parties sought for their position statements to serve as briefings on these issues. II. Standard of Review *2 Federal Rule of Civil Procedure 26(b) governs the scope of discovery. Fed. R. Civ. P. 26(b). In relevant part, Rule 26 provides 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 parties’ relative access to relevant information ... and whether the burden or expense of the proposed discovery outweighs its likely benefit.” Id. at (b)(1). However, all discovery permitted under the Rule is subject to the limitation imposed by Rule 26(b)(2)(C). Fed. R. Civ. P. 26(b)(2)(C). This section of the Rule allows the Court to limit the “frequency or extent of discovery” if: “(i) the discovery sought is unreasonably cumulative or duplicative, or can be obtained from some other source that is more convenient, less burdensome, or less expensive; (ii) the party seeking discovery has had ample opportunity to obtain the information by discovery in the action; or (iii) the proposed discovery is outside the scope permitted by Rule 26(b)(1).” Id. at (b)(2)(C)(i), (ii), & (iii). Trial courts have wide discretion in dealing with discovery matters. See S.S. v. E. Ky. Univ., 532 F.3d 445, 451 (6th Cir. 2008); Chrysler Corp. v. Fedders Corp., 643 F.2d 1229, 1240 (6th Cir. 1981). If the discovery sought appears to be relevant, “the party who is resisting production has the burden to establish that the material either does not come within the scope of relevance or is of such marginal relevance that the potential harm resulting from production outweighs the presumption in favor of broad disclosure.” Invesco Institutional (N.A.), Inc. v. Paas, 244 F.R.D. 374, 380 (W.D. Ky. 2007). However, following the opposing party's arguments, “if the relevancy of a particular discovery request in dispute is not apparent on the face of the request, then the burden to establish the relevancy of that request falls upon the party seeking the discovery.” Lillard v. University of Louisville, No. 3:11-CV-554-JGH, 2014 WL 12725816, at *6 (W.D. Ky. Apr. 7, 2014). Thereafter, “courts generally employ a balancing test and will weigh the burdensomeness to the responding party against the requesting party's need for and relevance of the information sought to be obtained.” Id. Federal Rule of Civil Procedure 37 authorizes the filing of a motion to compel discovery when a party fails to answer interrogatories submitted under Rule 33 or respond properly to requests for production of documents under Rule 34. Noble v. Ruby Tuesdays Restaurants, Inc., No. 2:06-CV-259, 2007 WL 3125131, at *1 (S.D. Ohio Oct. 23, 2007). “Rule 37(a) expressly provides that ‘an evasive or incomplete disclosure, answer, or response is to be treated as a failure to disclose, answer, or respond.’ ” Id. (quoting Fed. R. Civ. P. 37(a)(3)). When objecting on Rule 26(b)(2)(C) grounds, “the mere statement by a party that the interrogatory was overly broad, burdensome, oppressive and irrelevant is not adequate to voice a successful objection to an interrogatory.” Caudill Seed & Warehouse Co., Inc. v. Jarrow Formulas, Inc., No. 3:13-CV-82-CRS-CHL, 2017 WL 4799815, at *5 (W.D. Ky. Oct. 24, 2017) (citing Josephs v. Harris Corp., 677 F.2d 985, 992 (3d Cir. 1982)). When a responding party claims discovery will cause “annoyance, embarrassment, oppression, or undue burden or expense,” the Court may, for good cause, issue a protective order pursuant to Rule 26(c) that forbids or limits the discovery. Fed. R. Civ. P. 26(c). III. Analysis A. ProLift's Motion to Compel Through its Motion to Compel, ProLift seeks documents and information regarding Taylor's direct sales to ProLift customers, Taylor's alleged poaching of ProLift employees, and Taylor's relationships with its other dealers. (Id. at PageID # 487). ProLift contends discovery of this information is essential to both its claims in the original lawsuit and its defenses in the suit brought by Taylor. (Id.). In response, Taylor argues its relationships with other dealers have no bearing on ProLift's claims, since ProLift had no contractual rights outside the contemplated territory nor exclusive rights to represent Taylor in the territory. (DN 46, at PageID # 580). Taylor suggests it has already produced information regarding its direct sales efforts within the territory and thus fulfilled its discovery obligations in this regard. (Id.). Further, Taylor contends that even if the information sought is “somehow tangentially relevant,” ProLift's requests are overly broad and responding to them would be costly and unduly burdensome. (Id. at PageID # 581). *3 In reply, ProLift reiterates that the discovery requested goes directly to its claims that Taylor changed the competitive circumstances of the parties’ relationship “by undercutting ProLift's own sales efforts.” (DN 48, at PageID # 587). ProLift emphasizes that absent this information, it cannot “prove its claims, establish its defenses, articulate its own damages, or defend against Taylor's own damages claims.” (Id.). The disputed discovery requests can be categorized in three ways: requests related to Taylor's direct sales (INT Nos. 7–11, 14, and 15; RFP Nos. 10, 11, 20, and 28); those related to Taylor's alleged poaching of ProLift employees (RFP Nos. 7, 12–14, and 27); and those related to Taylor's relationships with other dealers (INT No. 19; RFP Nos. 21–23, and 25). i. Taylor's Direct Sales ProLift broadly seeks information and documents related to Taylor's direct sales to ProLift customers. (DN 44, at PageID # 488). Taylor has agreed to produce such records limited to those within the territory governed by the parties’ agreement and for the period of January 1, 2019 to present. (Id.). But Taylor suggests that even if the Court finds information beyond this relevant, it should deny ProLift's motion when considering the proportionality of the request. (DN 46, at PageID # 581). Taylor argues it will be harmed by having to disclose sensitive and proprietary information, which includes “customer contact points, sales techniques, pricing, costs, profit margins, and business relationships with other dealerships.” (Id.). Taylor also contends it does not have the capacity to review, collect, and produce the amount of data sought by ProLift, and would need to pay counsel and/or a third-party to do so. (Id. at PageID # 582). This, Taylor estimates, would cost between $25,000 and $50,000. (Id. at PageID # 583). ProLift counters that the burden on Taylor to produce the requested documents is not uniquely onerous, but rather “the normal expectations and burdens placed on parties involved in litigation.” (DN 48, at PageID # 592). ProLift further argues that it has produced more than 40,000 pages of documents requested by Taylor, which was costly and time-consuming, and it should not shoulder an unequal burden of producing discovery. (Id. at PageID # 592–93). INT No. 7 seeks a statement of Taylor's total sales since April 2019 to any person or entity that it granted the right to sell or service its forklifts in ProLift's Assigned Territory, including the type of sale and the sale price. INT No. 8 asks Taylor to identify every customer to which it directly sold or serviced Taylor Machine forklifts in ProLift's Assigned Territory since April 2019 and to describe the sale made, including the sale price, while INT No. 9 requests identification of every customer in ProLift's Assigned Territory with whom Taylor communicated “concerning or relating to actual, potential, or solicited direct sales” of its forklifts, parts, or services since April 2019. INT No. 10 directs Taylor to state its total sales, gross profit, and net profit for all direct sales of its forklifts, parts, or services to customers in ProLift's Assigned Territory since April 2019. INT No. 11 seeks information on all direct sales to entities Alcoa and Arconic specifically since April 2019, and INT No. 14 asks Taylor to state its total sales since April 2019 to Alcoa, Aleris, Arconic, Brake Supply, Cando Rail Services, Century Aluminum, Cosma, O'Bryan Transport, Stella-Jones Corp., Watco Companies, Scepter, Steel Dynamics Heartland, and Novelis made by every dealer, distributor, and service provider authorized by Taylor. Lastly, INT No. 15 seeks a statement of total sales, gross profit, and net profit since April 2019 for all direct sales by Taylor to the same entities identified in INT No. 14. *4 Taylor objected to these requests as overly broad and unduly burdensome. Taylor also positions that requests 7–11 seek “extremely sensitive business information, which does not have any sufficient bearing on any of the claims or defenses presented in this action.” (DN 41-1, at PageID # 503). While the Court finds these inquiries are plainly relevant to ProLift's claims surrounding the alleged change in competitive circumstances, it also finds the requests largely duplicative or overreaching. For example, INT No. 7 seeks information on Taylor's “total sales,” including a description of the type of sale, while INT No. 10 seeks information on Taylor's “direct sales” specifically. It stands to reason that “total sales” would encompass both direct sales to customers and those to dealers or other entities. Similarly, INT No. 14 asks for total sales to several entities, including Alcoa and Aronic, while INT No. 11 specifically requests information on direct sales to those two entities. Accordingly, the Court finds that production of documents and communications relating to direct sales of Taylor products within the contemplated territory and to ProLift customers is directly relevant to the claims at issue. However, the requests are not sufficiently tailored nor proportional to the needs of the case. Taylor must only respond to INT Nos. 7–9, 14, and 15. Taylor need not respond to INT Nos. 10 and 11. As for the corresponding requests for production, Taylor is directed to respond to RFP No. 10, which seeks all documents and communications relating to direct sales of Taylor products, parts, or services in ProLift's Assigned Territory, but limited to the period of April 2019 to present. Taylor is likewise directed to respond to RFP No. 11, which seeks all documents and communications since April 2019 that reference or relate to sales or proposed sales to the entities listed in INT No. 14. The Court will note that Taylor may designate as Attorney's Eyes Only any documents containing highly sensitive business information, as contemplated by the parties’ Agreed Protective Order. Lastly, Taylor need not respond to RFP Nos. 20 and 28, which seek information regarding its decision to sell to ProLift customers and communications with customers regarding its operations in the Assigned Territory generally. These requests go beyond what is reasonably necessary to ascertain Taylor's direct sales efforts and establish ProLift's claim that Taylor changed the competitive circumstances of their agreements. ii. Taylor's Alleged Poaching of ProLift Employees Through several of its discovery requests, ProLift seeks information showing that Taylor “raided” its employees. (DN 44-3, at PageID # 543). INT No. 7 requests documents and communications which reference or relate to Charles Stoen's Employment Agreement, his employment relationship with ProLift, or his potential employment relationship with Taylor. Taylor originally objected to this interrogatory on a number of grounds and maintained those objections after ProLift tendered a deficiency letter, positioning that any claim for which this information is relevant will fail as a matter of law.[3] But neither party disputes the relevance of the information to ProLift's employee poaching claim, and while the Court finds that protection of confidential information[4] exchanged between Taylor and Stoen is appropriate, it will direct Taylor to respond to INT No. 7. Likewise, Taylor must respond to INT No. 27 but may redact any confidential personal employment information as necessary. Taylor is also directed to respond to RFP Nos. 12–14 as hereby tailored: it shall produce any communications and documents exchanged between Taylor and individuals Spears, Argabright, Stoen, or any other current or former employee of ProLift that are about or directly concern ProLift. iii. Taylor's Dealer Relationships *5 ProLift argues Taylor's relationships with and treatment of other dealers is highly relevant to its claims, particularly its allegations that Taylor changed the competitive circumstances of their agreements. (DN 44, at PageID # 491). ProLift believes the information will help show that Taylor “introduc[ed] competing dealers for ProLift's customers, ma[de] direct sales to ProLift customers, and otherwise alter[ed] the dealership relationship with ProLift.” (Id.). ProLift also claims this information is relevant to its defense against Taylor's claims that ProLift breached the Dealer Agreements because it could help show that Taylor impeded ProLift's ability to perform its contractual obligations. (Id.). In opposing ProLift's motion, Taylor cites to a case out of the Northern District of Ohio, TCF Inventory, Inc. v. Northshore Outdoor, Inc., No. 1:11-CV-85, 2011 WL 13234648 (N.D. OhioSept. 12, 2011). The court in TCF Inventory held that discovery related to other dealers being in default to the plaintiff (i.e., whether the plaintiff sought to hold other dealers in breach of their respective agreements) was irrelevant to the issue of whether the defendant dealer was in breach of their agreement. Id. at *2. Here, however, ProLift argues Taylor substantially changed the competitive circumstances of their agreement through its dealings with ProLift customers and competing dealers. In contrast to TCF Inventory, the third-party dealer information here goes directly to ProLift's claim. While Taylor is correct that ProLift's claims “arise from the contractual obligations outlined in the Dealer and Service Agreements,” (DN 46, at PageID # 580), the competitive change is one of the bases for ProLift's claim of breach. Inquiry into Taylor's dealer relationships is directly relevant to those claims and the discovery requested is generally appropriate. However, the Court finds that some limitations are necessary. INT. No. 19 seeks identification of all dealers who sell Taylor products and/or products that compete with Taylor. (DN 44-3, at PageID # 545). Taylor responded that it was not aware of any dealer that specifically competed with Taylor's “big truck forklift” other than ProLift. (Id.). The Court agrees this response is insufficient. Taylor must respond to this interrogatory as asked—that is, it must identify all dealers who sell its products, not just those who market and sell big truck forklifts. That said, the Court will not require Taylor to compile a list of dealers that sell competing products if it does not already have such information in its possession. While a party must produce existing documents in its possession, custody, or control, a responding party is not required to create a document in response to a discovery request. See Harris v. Advance Am Cash Advance, 288 F.R.D. 170, 174 (S.D. Ohio 2012) (citing In re Porsche Cars, N.A., Inc., No. 2:11-md-2233, 2012 WL 4361430, at *9 (S.D. Ohio Sept. 25, 2012)). RFP No. 21 broadly requests “all communications and documents that relate to changes or potential changes in [Taylor's] dealer relationships.” Similarly, RFP No. 22 requests “all strategic or planning communications and documents relating to [Taylor's] dealers or [its] relationships with those dealers,” and RFP No. 23 requests “all strategic or planning communications and documents relating to the Assigned Territory of [Taylor's] dealers.” Taylor objected to these requests as overly broad and unduly burdensome, and the Court agrees. The requests are not properly limited in time or scope. That said, the Court recognizes the relevance of the requests to some extent. Accordingly, Taylor must provide all communications and documents that relate to changes in its dealer relationships from January 1, 2018 to present and must provide all strategic or planning communications and documents relating to the Assigned Territory of its dealers from January 1, 2018 to present. Taylor need not respond to RFP No. 22, as it would remain largely duplicative even if tailored. *6 Lastly, RFP No. 25 seeks copies of Taylor's Dealer Agreements with the dealers identified in INT. No. 19. The Court appreciates the relevance of these agreements to ProLift's change-in-competitive-circumstances claim. However, an appropriate time limitation is necessary here, and Taylor will not be required to turn over all of its dealer agreements. Rather, it shall provide copies of dealer agreements executed between January 1, 2018 and January 1, 2020. Taylor may utilize the Attorney's Eyes Only designation as reasonably necessary to protect any highly sensitive information. iv. ProLift's Request for Attorney's Fees In its reply, ProLift makes a cursory request for reasonable attorney's fees for bringing the instant motion. Federal Rule of Civil Procedure 37 provides that when a motion to compel is granted, the court must require the party whose conduct necessitated the motion, the attorney advising that conduct, or both, “to pay the movant's reasonable expenses incurred in making the motion, including attorney's fees.” Fed. R. Civ. P. 37 (a)(5)(A). The Rule excepts payment of such expenses from this mandatory provision if “the opposing party's nondisclosure, response, or objection was substantially justified” or “other circumstances make an award of expenses unjust.” Id. (a)(5)(A)(ii)-(iii). When a motion to compel is granted in part and denied in part, the Court may, after giving the parties an opportunity to be heard, apportion the reasonable expenses for the motion. Id. (a)(5)(C). Here, an award of fees to ProLift's counsel is neither just nor appropriate. While ProLift's Motion is successful as to certain discovery requests, the Court finds most of Taylor's objections and explanations were substantially justified. ProLift's request for attorney's fees is, therefore, denied. B. Toyota's Position on Discovery Issues For its part, Toyota argues Taylor has provided insufficient responses to its RFP Nos. 1, 2, 7–15, 22, 24, 25, 28–35, 37–51, and 54, served on September 3, 2021. According to Toyota, Taylor previously agreed to produce documents responsive to 38 of its 54 requests but failed to produce any. (See Toyota's Position Statement, at p. 2). When questioned about the status of the promised document production, Taylor later indicated that all requests were fully responded to in productions to other parties. (Id.). Toyota believes Taylor must identify by bates label each of the documents it has produced to date and how those documents correspond as responsive to Toyota's requests specifically. (Id.). Taylor asserts that it has no obligation under the Federal Rules to identify its previous production as Toyota requests. (See Taylor's Position Statement, at p. 3). Taylor alleges Toyota has not even reviewed its document production or articulated any shortfalls, maintaining that it has complied with its discovery obligations. (Id. at p. 4). Federal Rule of Civil Procedure 34 requires a party producing documents or electronically stored information to do so “as they are kept in the usual course of business or ... organize and label them to correspond to the categories in the request.” Fed. R. Civ. P. 34(b)(2)(E)(i). This Rule is meant to “prevent a party from obscuring the significance of documents by giving structure to the production.” FDIC v. Cuttle, No. 11-CV-13442, 2012 WL 5990284, at *2 (E.D. Mich. Nov. 30, 2012) (citing Nolan, LLC v. TDC Int'l Corp., No. 06-cv-14907, 2007 WL 3408584, at *2 (E.D. Mich. Nov. 15, 2007) (add'l citation omitted)). Generally, when a party claims it has already provided responsive documents to a challenged request, the party must provide relevant bates-label numbers. CUCS Unlimited Contracting Servs., Inc. v. Comdata Inc., No. 3:17-cv-01158, 2019 WL 483313, at *7 (M.D. Tenn. Feb. 7, 2019) (citing Orchestrate HR, Inc. v. Trombetta, 178 F. Supp. 3d 476, 509–10 (N.D. Tex. 2016) (requiring defendants to provide the bates numbers of responsive documents after defendants referenced hundreds of pages of seemingly irrelevant documents in response to plaintiffs’ production requests)). A party's production of documents that does not include such references, otherwise known as a “document dump,” does not comply with its discovery obligations. Neale v. Coloplast Corp., No. 1:18-cv-00274-TRM-SKL, 2020 WL 6948361, at *6 (E.D. Tenn. Nov. 2, 2020) (citing Stooksbury v. Ross, 528 F. App'x 547, 550 (6th Cir. 2013)). Where a voluminous production is easily searchable, however, and there is no burden on the receiving party to review masses of unresponsive documents, bates-label references may not be necessary. Id. *7 Applying these principles, the Court finds it necessary that Taylor either reproduce the responsive documents in a way that is organized to correspond with Toyota's 38 outstanding requests or identify them by bates number. Simply producing thousands of pages of documents responsive to other parties’ discovery requests amounts to an inappropriate document dump. While Taylor argues Toyota has not reviewed the documents produced thus far, it would appear Toyota has, since it is satisfied with Taylor's production related to 16 of its requests. The Court will note, however, that for the same reason, Toyota's allegation during the telephonic conference that Taylor has failed to produce any responsive documents appears false. Accordingly, Taylor must identify the documents responsive to Toyota's RFP Nos. 1, 2, 7–15, 22, 24, 25, 28–35, 37–51, and 54. Toyota has indicated that Taylor's responses to RFP Nos. 3–6, 16–21, 23, 26, 27, 36, 52 and 53 are sufficient and Taylor need not identify documents responsive to those requests. C. Taylor's Position on Discovery Issues Taylor positions that ProLift has not properly satisfied its discovery obligations in responding to its RFP Nos. 1–7, 10–13, 27, and 28, served on May 7, 2021. (See Taylor's Position Statement, at pp. 1–2). While ProLift claims to have provided more than 40,000 responsive documents, according to Taylor, this production was originally made in a state court action to which Taylor was not a party and is not responsive to Taylor's requests. (Id. at p. 2). Moreover, Taylor takes issue with ProLift's supplemental production, which included only six new documents and eighteen spreadsheets. (Id.). Taylor further contends ProLift has made improper use of the Attorneys’ Eyes Only designation and failed to timely respond to Taylor's objections and provide the grounds for such designation in accordance with the Parties’ Agreed Protective Order. ProLift has agreed to supplement its responses to RFP Nos. 7, 22, 25, and possibly 27.[5] (See ProLift's Position Statement, at p. 2). ProLift maintains its objections to RFP No. 6 seeking “[a]ll lists reflecting the shareholders of [ProLift] stock from January 1, 2015 through present” as overly broad and seeking irrelevant information. (Id. at p. 3). ProLift posits that Taylor's remaining issues are with the format of ProLift's production, rather than the substance. (Id. at p. 2). But ProLift attests that the reports, spreadsheets, and files containing raw data were created and kept in ProLift's regular course of business and produced in their original format. (Id.). i. Substantive Issues with ProLift's Discovery Responses Several of Taylor's requests relate to ProLift's dealings with Hoist, a forklift manufacturer acquired by its parent, Toyota, in 2018.[6] According to Taylor, ProLift was to produce the individual, underlying quote sheets for the sale or service of forklifts manufactured by Hoist but refused. Taylor also requested statements, such as invoices or purchase orders, for the sale or service of forklifts manufactured by Taylor. Instead, ProLift apparently provided this information in the form of reports and spreadsheets. Taylor believes ProLift did not produce all responsive documents in its possession, custody, or control. ProLift apparently also refused to produce the requested sales contracts, and income or profit-loss statements reflecting its profit margin on such sales. Not disputing the relevance of this information, ProLift argues it has adequately responded to Taylor's requests, and that Taylor's issue lies with the format of its production. After reviewing these requests (RFP. Nos. 2–5, 10–13), the Court directs ProLift to fully respond to them and supplement its original production if additional records exist. If quote sheets, statements, invoices, or purchase orders are kept in ProLift's ordinary course of business in addition to the spreadsheets and summary reports provided, ProLift must also provide those original records. *8 Along those lines, RFP No. 1 requests “all quotes for the sale and/or service of forklifts or parts manufactured by Taylor from January 1, 2015 to present.” Taylor specifically seeks written quotes that ProLift prepared for customers. The Court agrees that this information is directly relevant to Taylor's allegations that ProLift failed to devote its principal efforts to the sale of Taylor forklifts. However, Taylor's allegations focus largely on ProLift's shift in priority to its Hoist and Toyota Heavy Duty (“THD”) line after the Hoist acquisition. While it may be necessary for Taylor to demonstrate the difference in ProLift's sales efforts before and after acquiring Hoist, requiring it to produce records going back to 2015 would be highly burdensome. Accordingly, the Court directs ProLift to provide documents responsive to RFP No. 1 for the period of January 1, 2017, the year before the acquisition, to present. Next, RFP No. 6 seeks lists reflecting ProLift's shareholders from January 1, 2015 to present. Taylor claims this is relevant because the parties apparently agreed that any change in the ownership or control of ProLift without advance approval of Taylor would immediately terminate their agreements. ProLift contends Taylor's Second Amended Complaint contains no allegation that ProLift's stock ownership changed to such an extent that the parties’ agreements were breached. (ProLift's Position Statement, at p. 3). Rather, according to ProLift, it alleges a “ ‘change of control over [ProLift]’ characterized by changes in management, leadership, and strategic direction.” (Id. (quoting Taylor Machine's Second Amended Complaint, at ¶¶ 53, 108)). The Court finds this argument unconvincing. Taylor's Complaint clearly alleges that a change in ownership alone would terminate their agreements, and the requested shareholder lists are necessary to establish such a change. ProLift is therefore directed to respond to RFP No. 6. Relatedly, RFP No. 7 requests “all documents stored in the folder of e-mails that Chris Frazee maintains for communications with, and matters pertaining to, [ProLift's] board of directors.” ProLift has agreed to supplement its response to this request (see ProLift Position Statement, at p. 2) and is directed to timely honor its agreement. RFP No. 27 requests an itemization of Taylor parts currently in ProLift's inventory, and for each part sold by ProLift to customers with forklifts or parts manufactured by Taylor, or used to repair such equipment, an itemization of: (1) the part(s) sold; (2) ProLift's source of supply for such part(s); (3) ProLift's purchase price and selling price for such part(s); and (4) any purchase orders and invoices reflecting ProLift's purchase and sale of such part(s) for the period of December 3, 2018 to May 3, 2021. ProLift previously refused to fully respond to this request but has indicated it may supplement its response after further investigation.[7] Whatever its investigation reveals, ProLift is directed to respond fully to this request. However, if this inventory has already been provided in the form of a spreadsheet, which ProLift attests is the format the information is ordinarily kept, this format is sufficient. See Fed. R. Civ. P. 34(b)(2)(E)(i) (requiring a party producing documents or electronically stored information to do so “as they are kept in the usual course of business ... [.]”). Lastly, RFP No. 28 seeks all maintenance records for each repair order performed by ProLift, as a dealer of forklifts and parts manufactured by Taylor, and information indicating all part numbers used in the repair, model and serial number of the forklift, and the date of the work for the period of December 3, 2018 to May 3, 2021. ProLift refused to produce the responsive work orders and invoices. Once again, ProLift is directed to respond to this request by providing records as they are ordinarily kept. If original work orders and invoices responsive to this request exist in addition to any spreadsheets or reports, ProLift is directed to turn them over. ii. ProLift's Attorney's Eyes Only Designations *9 ProLift maintains that its designation of certain documents as “Attorney's Eyes Only” was appropriate because they contain highly commercially sensitive information about the sales of a brand that competes directly with Taylor Machine. (ProLift's Position Statement, at p. 3). This, according to ProLift, is precisely the type of information that the parties envisioned protecting when they included the “Attorney's Eyes Only” designation in their Agreed Protective Order. (Id.). Taylor suggests that since ProLift failed to file a motion demonstrating their propriety, the Court should declare the AEO designations invalid or waived. (Taylor's Position Statement, at p. 3). Because the parties agreed for their position statements to serve as briefings on these issues, the Court will not deem ProLift's arguments surrounding the designations waived simply because they were not put forth in a formal motion. The Court recognizes that AEO designations are generally disfavored, as Taylor notes. (Taylor's Position Statement, at p. 3 (citing Acuity Brands Lighting, Inc. v. Bickley, No. 5:13-CV-366-DLB-REW, 2015 WL 12976102, at *4 (E.D. Ky., Sept. 4, 2015))). However, particularly when parties agree in advance to allow such designations in certain circumstances, they are appropriate if not abused. See Stout v. Remetronix, Inc., 298 F.R.D. 531, 534 (S.D. Ohio 2014) (“A Protective Order with an AEO designation serves to limit disclosure of trade secret information to the opposing party's attorneys and expert witnesses only.”); Acuity Brands, 2015 WL 12976102 at *2 (“A party that grossly abuses the AEO designation—such as improperly applying AEO in a blanket, indiscriminate manner—violates Rule 26’s implicit duty of good faith.”). During the January 6, 2022 teleconference, ProLift reported that it designated only one category of documents as Attorney's Eyes Only. Moreover, when Taylor disputed the designations, ProLift attests to having defended the designations in writing, as the parties’ Protective Order proscribes. The Court finds that given the commercially sensitive information contained in this limited category of documents, ProLift's AEO designation is not excessive and complies with the parties’ Protective Order. iii. Labeling Emails Finally, during the February 3, 2022 conference, the parties briefly discussed whether they must label emails produced in their native format with all metadata. ProLift expressed a willingness to provide such labels if Taylor would agree to do the same. Taylor was unwilling to agree to this, asserting that all emails have been produced as kept in Taylor's ordinary course of business. Based on this discussion, the Court finds such labels unnecessary and directs the parties to produce any emails as they are ordinarily kept. That is, they need not label emails produced in their native format. In the same way, the Court finds it unnecessary to require any party to produce emails accompanied by metadata if ordinarily stored another way in the recordkeeping process. See Mich. First Credit Union v. CUMIS Ins. Soc., Inc., No. 05-CV-74423, 2008 WL 2915077, at *2 (E.D. Mich. July 22, 2008) (affirming magistrate judge's determination that “the limited evidentiary value of producing ‘native format’ documents with accompanying metadata was outweighed by the overly burdensome task of generating such documents”). In other words, the parties shall produce any relevant emails as they are ordinarily kept, whether in native, PDF, or any other format. ORDER IT IS THEREFORE ORDERED that ProLift's Motion to Compel (DN 44) is GRANTED in part and DENIED in part to the extent outlined above. Taylor shall supplement its responses within forty-five (45) days entry of this Order. IT IS FURTHER ORDERED that the requests outlined in Toyota's position statement are GRANTED. Taylor shall supplement its responses as directed above within forty-five (45) days entry of this Order. *10 IT IS FURTHER ORDERED that the requests outlined in Taylor's position statement are GRANTED in part and DENIED in part to the extent outlined above. ProLift shall supplement its responses within forty-five (45) days entry of this Order. The parties shall submit a joint status report within sixty (60) days entry of this Order to update the Court as to the parties’ compliance with this Order. The stay on depositions is lifted and the parties may proceed as necessary. Footnotes [1] The case is styled Toyota Material Handling Midwest, Inc. et al. v. Taylor Machine Works, Inc., et al., Case No. 3:21-CV-00204-GNS-RSE. [2] The parties reported that they were able to resolve two of their disputes. [3] Taylor has filed a Motion for Partial Judgment on the Pleadings (DN 43) that is pending before the District Judge, but it is inappropriate to limit discovery on claims that may or not be resolved by a ruling on that motion. See Fleming v. Tinnell, No. 3:19-CV-00125-RGJ-CHL, 2021 WL 1579910, at *3 (W.D. Ky. Apr. 22, 2021) (holding that while a pending dispositive motion may resolve a matter, “it also could be denied, at which point it would be necessary to complete the discovery ... prior to moving forward with any trial in [the] matter”). As ProLift notes, this is especially true when even Taylor's successful motion would not dispose of the entire case. [4] These documents and communications will likely include personal employment information. Taylor may redact such confidential personal information as necessary. [5] ProLift reports that during the parties’ discussions, Taylor explained that ProLift's source of supply for parts used to repair Taylor equipment parts was a category of information requested in RFP No. 27 but not provided in the documents produced. ProLift stated it is investigating this issue. [6] RFP No. 2 seeks “all quotes for the sale and/or service of forklifts or parts manufactured by Hoist from January 1, 2015 to present.” RFP No. 3 asks for “any statements reflecting [ProLift's] total sale and/or service of forklifts or parts manufactured by Hoist from January 1, 2015 to present, including the number of units sold or serviced.” RFP No. 4 seeks “any statements reflecting [ProLift's] total sales and/or service of forklifts manufactured by Taylor from January 1, 2015 to present, including the number of units sold or serviced.” RFP No. 5 requests “all projections for the sale and/or service of forklifts or parts manufactured by Taylor or Hoist, including any projections maintained in Equipment Life Cycle.” RFP No. 10 similarly seeks “all budgets for [ProLift] reflecting the sale and/or service of forklifts or parts manufactured by Hoist for the past five years.” RFP No. 11 asks for “all of [ProLift's] completed orders and/or contracts for the sale of forklifts or parts manufactured by Taylor and/or Hoist for the past five years.” RFP No. 12 looks for “all documents reflecting or relating to all sales by [ProLift] of forklifts or parts manufactured by Hoist since January 1, 2019, including but not limited to all sales reports listing those sales.” Lastly, RFP No. 13 requests “all documents reflecting or relating to [ProLift's] sales price and/or profit margin for all sales of forklifts or parts manufactured by Hoist since January 1, 2019.” [7] See ProLift's Position Statement, supra note 5.