DAVID FEINGOLD, et al, Plaintiff, v. RICHARD CARDINALE, et al, Defendants CASE NO. 22-CV-20375-ALTMAN/REID United States District Court, S.D. Florida Signed October 24, 2022 Counsel Bart Dalton, Pro Hac Vice, Katarzyna Brozynski, Pro Hac Vice, Brozynski & Dalton PC, Plano, TX, Irwin Weltz, Pro Hac Vice, Thomas Scot Wolinetz, Weltz Kakos Gerbi Wolinetz Volynsky LLP, Mineola, NY, Lorne Ethan Berkeley, Daniels Rodriguez Berkeley Daniels & Cruz, P.A., Coral Gables, FL, for Plaintiffs. Austin Bodnar, Avi Benayoun, John Luger McManus, Greenberg Traurig, LLP, Fort Lauderdale, FL, George D. Sullivan, Greenberg Traurig, LLP, New York, NY, Michael Neil Kreitzer, Greenberg Traurig P.A., Miami, FL, for Defendants. Reid, Lisette M., United States Magistrate Judge ORDER ON TITAN COMMUNICATIONS GROUP, LLC'S MOTION TO QUASH AND FOR PROTECTIVE ORDER *1 This matter is before the Court on Nonparty Titan Communications Group, LLC's Motion to Quash Subpoena and for Protective Order. [ECF No. 34]. Having carefully considered the motion, responses and replies thereto, the court file, and applicable law, it is ORDERED AND ADJUDGED that Nonparty Titan Communications Group, LLC's Motion to Quash Subpoena is GRANTED without prejudice. I. Background Plaintiffs David Feingold and Michael Dazzo and Defendant Richard Cardinale were co-managing members of six special purpose investment funds collectively known as Alternative Global Companies. [ECF No. 4 at 4]. According to Plaintiffs, Cardinale agreed to maintain the books and records of these companies. [Id.]. Plaintiffs allege they withdrew from the companies in January 2022 and demanded the fair value of their membership interests from Cardinale. [Id.]. To this day, Plaintiffs allege, they have not received their interest in the companies and are thus suing Cardinale for breach of fiduciary duty, conversion, and fraudulent misrepresentation. [Id.] Defendants moved to dismiss the Complaint, and that motion is pending before the district court. [ECF No. 9]. Defendants also served nonparty subpoenas on Davick Capital LLC and Titan Communications Group, LLC. See [ECF No. 30, 34]. The Undersigned has already entered an order quashing the subpoena served on Davick Capital LLC and now turns to the Titan Communications Group, LLC (“Titan Communications”) subpoena. Defendants argue the evidence requested by the subpoena is relevant because Titan Communications secured investors for L3 Capital Income Fund, LLC, an entity related to Alternative Global Companies; and documents obtained from Titan Communications will challenge Plaintiffs’ allegation that Defendant Cardinale billed Alternative Global Companies for fraudulent administrative expenses. [ECF No. 47]. According to Defendants: “At least $700,000 of the $1.3 million Plaintiffs claim was paid to Cardinale were pass through expenses that were paid to Titan Communications for services at Dazzo's direction and with Feingold's approval.” [ECF No. 49 at 16]. Titan Communications moves to quash the subpoena and for a protective order under Federal Rule of Civil Procedure 26 and 45. [ECF No 34]. According to Titan Communications, the subpoena seeks confidential information regarding Titan Communications’ business relationship with Broadstreet, Inc., an investment entity managed by Plaintiff Feingold and a competitor to Defendant Cardinale. Additionally, Titan Communications claims, the subpoena must be quashed to avoid disclosure of attorney-client privileged communications, including communications between Titan Communications representatives and its counsel, Plaintiff Feingold. [Id.]. Titan Communications adds that the subpoena: (1) is overbroad and vague; (2) seeks irrelevant information; and (3) subjects them to an undue burden. [Id.]. II. Discussion Federal Rule of Civil Procedure 45(c)(1) places a burden on the party issuing a subpoena “to take reasonable steps to avoid imposing an undue burden or expense on a person subject to the subpoena.” A court may quash a subpoena that subjects the receiving person to undue burden. Great Am. Ins. Co. v. Veteran's Support Org., 166 F. Supp. 3d 1303, 1310 (S.D. Fla. 2015). Further, “[a]lthough Rule 45 does not identify irrelevance or overbreadth as grounds for quashing a subpoena, courts treat the scope of discovery under a subpoena the same as the scope of discovery under Rule 26.” Coleman v. Lennar Corp., No. 18-MC-20182, 2018 WL 3672251, at *3 (S.D. Fla. June 14, 2018). Courts must generally employ a liberal and broad scope of discovery, but that scope is not without limits. Id. Rule 26 requires that discovery be proportional to the needs of the case. Fed. R. Civ. P. 26(b). In determining proportionality, courts consider the importance of the issues at stake, the amount in controversy, the parties’ relative access to relevant information, the importance of the discovery in resolving the issues, and whether the burden or expense of the proposed discovery outweighs its likely benefit. Id. *2 “[T]he burden of proof in demonstrating that compliance with a subpoena presents an undue burden lies with the party opposing the subpoena, while the party seeking to enforce a subpoena bears the burden of demonstrating that the request is relevant.” Coleman, No. 18-MC-20182, at *3. To determine whether a subpoena imposes an undue burden, the Court must balance the requesting party's need for the discovery against the burden imposed upon the subpoenaed party. Id. “The objecting party must demonstrate with specificity how the objected-to request is unreasonable or otherwise unduly burdensome.” Id. Regarding the undue burden standard, courts in this district consider: (1) [the] relevance of the information requested; (2) the need of the party for the documents; (3) the breadth of the document request; (4) the period covered by the request; (5) the particularity with which the party describes the requested documents; and (6) the burden imposed. Further, if the person to whom the document request is made is a non-party, the court may also consider the expense and inconvenience to the non-party. Id. Here, the subpoena seeks communications between Titan Communications and Plaintiffs regarding investments received from Alternative Global Companies and L3 Capital Income Fund (collectively the “L3 Entities”) as well as payments received from Plaintiffs relating to investments made by Alternative Global Companies. [ECF No. 34-1]. Defendants seek this information to disprove Plaintiffs’ claim regarding the administrative expenses paid to Cardinale, an issue clearly relevant to the litigation. Defendants allege that Titan Communications provided financial consultation services to Alternative Global Companies, and Titan Communications has not denied doing so. Instead, Titan Communications argues Defendants seek documents already in their possession and information related to matters outside the litigation. [ECF No. 34 at 5]. Titan Communications adds that Defendants seek confidential and privileged information, and the subpoena would subject them to undue burden. [Id.]. The Court agrees with Titan Communications that the discovery request is overbroad. The subpoena seeks: (1) communications between Titan Communications Group and Plaintiffs as these relate to investments received from Alternative Global Companies and the related L3 Entities; (2) the disposition of investments made by the L3 Entities, including, without limitation, nature of and returns on investment, acquisitions and/or potential acquisitions; and (3) payments received by Titan Communications from Plaintiffs, Davick Capital, LLC (including its affiliates), and/or Broad Street Global Fund SCSp and/or any of its affiliates, agents, or representatives, including but not limited to Broadstreet, Inc., Broadstreet Global Holding, LLC, Broadstreet Global Management, LLC, and Broadstreet Global Fund, LLC relating to any investments made by any of the L3 Entities. [ECF No. 34-1]. Request (2) is particularly troublesome, as it seeks information about the disposition of investment rather than payments received by Titan Communications and seeks information “without limitation” of investments made by multiple entities, including ones unaffiliated to Plaintiffs. Requests (1) and (3) appear to be connected to Defendants’ defense that Titan Communications received at least $700,000 in administrative expenses, but contain no temporal limitation or specifications regarding the types of documents sought. On its face, the subpoena is overly broad and must be tailored in accordance with the defense raised by Defendants. As the party seeking to enforce the subpoena, Defendants have not met their burden of demonstrating the subpoena requests are tailored to obtain evidence of their defense or proportional to Defendants’ needs. *3 Titan Communications, on the other hand, has satisfied its burden of showing the subpoena would impose an undue burden. As discussed above, Defendants have not shown that all three requests will uncover information relevant to their defense; it is unclear whether Cardinale possesses this information given his active and multiple roles in the L3 entities; the subpoena contains no time limits; and the subpoena contains an overly broad request for the disposition of investments made by multiple entities. Titan Communications’ status as a non-party also militates against requiring disclosure of the documents sought. In fairness, it appears that if the Defendants narrowed their requests, Titan Communications might be required to disclose information relevant to consultation services provided to the L3 Entities during the period that Plaintiffs conducted business with Defendants, that is, from July 2019 to January 2022. Contrary to Titan Communications’ contention, this discovery would not necessarily require it to disclose trade secrets and confidential and proprietary information. Furthermore, parties and nonparties in this case are reminded that a blanket assertion of attorney-client privilege is insufficient to obtain a protective order or a quashing of the subpoena. The party seeking to prevent disclosure on that basis must describe the nature of the documents or communications in sufficient detail that the court and parties can assess the privilege. See Bridgewater v. Carnival Corp., 286 F.R.D. 636, 638 (S.D. Fla. 2011); In re Fundamental Long Term Care, Inc., 509 B.R. 387 (Bankr. M.D. Fla. 2014) (explaining not all corporate counsel communications are privileged). Accordingly, it is hereby ORDERED that Titan Communications’ Motion to Quash Subpoena is GRANTED without prejudice. Defendants may subpoena evidence from Titan Communications; however, the requests must be narrowly tailored to Defendants’ stated defense regarding pass through payments to Titan Communications. DONE AND ORDERED in Chambers at Miami, Florida this 24th day of October 2022.