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 November 01, 2023 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 Plaintiff. Jared Edward Dwyer, Michael Neil Kreitzer, Greenberg Traurig, P.A., Miami, FL, Austin Bodnar, Avi Benayoun, John Luger McManus, Greenberg Traurig, LLP, Fort Lauderdale, FL, George D. Sullivan, Greenberg Traurig, LLP, New York, NY, for Defendants. Reid, Lisette M., United States Magistrate Judge ORDER ON NONPARTY MOTIONS TO QUASH SUBPOENAS ISSUED BY DEFENDANT RICHARD CARDINALE *1 Before the Court are four nonparty motions to quash subpoenas to testify at deposition and produce documents. [ECF Nos. 143, 145, 146, 149]. Defendant Richard Cardinale served subpoenas on the following nonparties: (1) Durham Homes, LLC; (2) Blackstream, LLC; (3) Broadstreet, Inc.; and (4) Maxine A. Turner (collectively “the Nonparties”). The Nonparties move to quash the subpoenas on the grounds that they are overbroad, seek irrelevant information, are unduly burdensome, and call for the production of confidential and privileged information. The motions are fully briefed as Defendant Cardinale filed a response to each motion [ECF Nos. 159, 156, 157, 161] and the Nonparties filed replies [ECF Nos. 166, 164, 165, 167]. Having reviewed the arguments and the record, the Court GRANTS the Nonparties’ Motions to Quash. [ECF Nos. 143, 145, 146, 149]. I. BACKGROUND Plaintiffs David Feingold and Michael Dazzo and Defendant Richard Cardinale were co-equal equity owners in a number of business entities collectively known as the Alternative Global Companies. [ECF No. 102 at ¶ 16]. Plaintiffs allege in the Second Amended Complaint that the business relationship began in July 2019 when Cardinale asked Feingold and Dazzo to co-manage his hedge fund, L3 Capital Income Fund, LLC. [ECF No. 102 at ¶ 12]. Feingold and Dazzo allegedly rejected the offer. [ECF No. 102 at ¶ 15]. Plaintiffs instead proposed that their businesses could borrow money from Cardinale's hedge fund, the L3 Capital Income Fund, and that the businesses would pay the L3 Capital Fund above-market interest rates if the funds were lent on a nonrecourse and unsecured basis. [ECF No. 102 at ¶ 14, 15]. Cardinale allegedly accepted these terms, but with the condition that he become equal equity owner in any borrowing business entity so he could earn revenue generated by the entities. [ECF No. 102 at ¶ 16]. These borrowing business entities eventually became the Alternative Global Companies, a Delaware limited liability company. [ECF No. 102 at ¶ 16; 47-1 at 1]. Plaintiffs allege that they agreed to these terms if Cardinale and his hedge fund, L3 Capital Income Fund, provided all record keeping, reporting, and “complete back-office services” for the Alternative Global Companies. [ECF No. 102 at ¶ 18]. The parties agreed Cardinale could bill these services as administrative expenses. [ECF No. 102 at ¶ 18]. According to the Second Amended Complaint, Cardinale billed the Alternative Global Companies more than $1.3 million dollars over the course of two years. [EC No. 102 at ¶ 27]. Plaintiffs allege they paid these amounts believing they were paying Cardinale for administrative expenses, including bookkeeping and reporting services for the Alternative Global Companies. [ECF No. 102 at ¶ 27]. When Plaintiffs realized, however, that Cardinale was not performing as promised, Plaintiffs withdrew from the companies in January 2022 and demanded the fair value of their membership interests in the Alternative Global Companies from Cardinale. [ECF No. 102 at ¶ 43]. Plaintiffs allege they have not received their interest in the companies and Cardinale is liable for payment of fair value (Count I), breach of fiduciary duty (Count II), conversion (Count III), fraudulent misrepresentation (Count IV & V), conspiracy to commit fraud (Count VI), and civil conspiracy (Count VII). [ECF No. 102 at 26–37]. Plaintiffs’ fair value claim is based on Delaware Code § 18-604, which governs distributions upon resignation from limited liability companies: *2 Except as provided in this subchapter, upon resignation any resigning member is entitled to receive any distribution to which such member is entitled under a limited liability company agreement and, if not otherwise provided in a limited liability company agreement, such member is entitled to receive, within a reasonable time after resignation, the fair value of such member's limited liability company interest as of the date of resignation based upon such member's right to share in distributions from the limited liability company. 6 Del. C. § 18-604 (emphasis added). Plaintiffs have also sued Cardinale's wife, Vania Cardinale, for aiding and abetting Cardinale's breach of his fiduciary duties. [ECF No. 102 at 37–38]. Defendants served Rule 45 subpoenas on the Nonparties in August 2022. The Nonparties moved to quash the subpoenas in the United States District Court for the District of South Carolina, but the motions were ultimately transferred to this Court. [See ECF 138]. In August 2023, before the motions were transferred, a hearing was held before U.S. District Court Judge Timothy M. Cain. At the hearing, Judge Cain commented on the various lawsuits and claims between the parties were complicated but ordered Cardinale's lawyers to “distill down” the requests to “what is really wanted and deemed needed” for the case. [ECF No. 149 at 18, 20-22]. Cardinale agreed to “streamline” the subpoenas because the issues in the case had narrowed since the subpoenas were served eleven months prior. [ECF No. 159 at 3]. The court agreed the evidence requested should be narrowed and directed Defendant to narrow the evidence requested by the subpoenas before serving them in the Florida case. See Feingold v. Cardinale, 23-mc-23001-RKA, ECF No. 39. Defendant filed a notice of compliance as directed, along with copies of the “streamlined” requests served with the subpoenas of nonparties Durham Homes, LLC, Blackstream, LLC, and Broadstreet, Inc. [ECF No. 138, 138-1]. The subpoena for deposition of Maxine Turner contains no revision. [ECF No. 138 at 1]. II. LEGAL PRINCIPLES Federal Rule of Civil Procedure 45(d)(3) specifies when a court should, or must, quash a subpoena to a third-party. “The applicable legal standard depends on the nature of the documents called for by the subpoena.” In re Subpoena Dated June 18, 2020, No. 20-MC-82327-BER, 2021 WL 7540812, at *3 (S.D. Fla. Apr. 14, 2021). A Court must quash or modify a subpoena that “requires disclosure of privileged or other protected matter, if no exception or waiver applies” or “subjects a person to undue burden.” Fed. R. Civ. P. 45(d)(3)(A)(iii)–(iv). A Court may quash or modify a subpoena if it requires “disclosing a trade secret or other confidential research, development, or commercial information.” Fed. R. Civ. P. 45(d)(3)(B)(i). The objecting party bears the burden of establishing that (1) the requested materials are privileged, otherwise legally protected, or confidential research, development, or commercial information or that (2) compliance would entail an undue burden. Id.; McNamara v. Gov't Employees Ins. Co., 8:17-CV-3060-T-23CPT, 2018 WL 8193869, at *2 (M.D. Fla. Dec. 21, 2018). But although the objecting party must establish it is entitled to the relief, Rule 45(d)(3) explicitly places the burden on the party serving the subpoena to show a substantial need for the materials that cannot otherwise be met without undue hardship. See In re Subpoena, No. 20-MC-82327-BER, 2021 WL 7540812, at *3. *3 “With regard to the burden imposed on non-parties in responding to discovery requests, courts consider the following factors: relevance, the requesting party's need for the documents, the breadth of the document request, and the time period covered by the request.” Great Am. Ins. Co. v. Veteran's Support Org., 166 F. Supp. 3d 1303, 1310 (S.D. Fla. 2015) (quoting Ubiquiti Networks, Inc. v. Kozumi USA Corp., 295 F.R.D. 517, 521 n. 2 (N.D. Fla. 2013)). “In balancing the need for discovery against the burden imposed on the person from whom documents are sought ‘the status of a person as a non-party is a factor that weighs against disclosure.’ ” Id. Although 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 (S.D. Fla. June 14, 2018). Under Rule 26, “[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 ....” Fed. R. Civ. P. 26(b)(1). When discovery appears relevant on its face, “the party resisting the discovery has the burden to establish facts justifying its objections by demonstrating that the requested discovery (1) does not come within the scope of relevance as defined under Fed. R. Civ. P. 26(b)(1) or (2) is of such marginal relevance that the potential harm occasioned by discovery would outweigh the ordinary presumption in favor of broad disclosure.” Wagner v. Viacost.com, No. 06-81113-CIV, 2007 WL 1879914, at *1 (S.D. Fla. June 29, 2007). But “when relevancy is not apparent, the burden is on the party seeking discovery to show the relevancy of the discovery request.” Am. Fed'n of State, Cnty. & Mun. Emps. (AFSCME) Council 79 v. Scott, 277 F.R.D. 474, 477 (S.D. Fla. 2011) (quoting Dean v. Anderson, 2002 WL 1377729, at *2 (D. Kan. June 6, 2002)). III. DISCUSSION A. Relevance and Cardinale's Need for the Evidence All of the Nonparties argue the Cardinale has no need for the depositions and the documents he requests here. First, they maintain that his avowed reason for the subpoenas—to obtain evidence to counter Plaintiffs’ determination of the fair value of their interests in the Alternative Global Companies—is simply a ruse because the parties do not actually dispute the valuation of the Alternative Global Companies. They argue Cardinale relies on an exhibit that he calls “Plaintiff's Valuation.” [ECF No. 156-2]. But, absent from Cardinale's Declaration is any explanation of how this document was prepared. Plaintiffs point to the October 19, 2023, declaration of Plaintiff Feingold, asserting that “Plaintiff's Valuation” is actually Cardinale's Valuation. See generally [ECF No. 164-7 at 15]. Feingold testified during his deposition that the valuation was prepared using information that Cardinale himself provided to Feingold in December 2021 during a telephone conference, shortly before Plaintiffs’ resignations on January 28, 2022. [ECF No. 164-7 ¶ 35–38]. Specifically, Feingold stated: On December 20, 2021, I had a call with Cardinale to go over year-end fair value valuations. I took notes from the valuations that Cardinale gave to me as he was paid $1.6 million to maintain books and records and also paid additional acquisition fees to handle all paperwork for acquisitions. I placed everything in a spreadsheet as I spoke to him and sent it to him on December 21, 2021. *4 The spreadsheet which shows all of the fair values given to me by the only fund manager and only person paid to keep all books and records and to do the acquisitions. In his deposition, Cardinale testified that he does not know what an acquisition fee is, however, I know that it is what he was paid to have and create all of the acquisition documents. So he was paid millions for all such documents and records and that is why I contacted him for all of the values. In total, he was paid approximately $4.2 million when combining his additional alleged services of managing these deals and advising on these deals. The next day, December 22, 2021, Cardinale advised that he got the spreadsheet. On December 23, 2021, I spoke with Cardinale and he confirmed the spreadsheet exactly reflects his records and the fair value of the business, and he approved the spreadsheet. [ECF No. 164-7 ¶ 36-38]. Indeed, Cardinale's responses to the motions to quash provide little context or details about “Plaintiff's Valuation,” despite his insistence that he must gather evidence to counter said valuation. If Cardinale in fact confirmed “Plaintiff's Valuation” reflected his own records and valuation of the businesses at that time and neither party contests its accuracy, it is not clear why the subpoenas are necessary to Cardinale's defense of the case. In determining whether the subpoenas subject the Nonparties to undue burden, the court must balance the interests served by demanding compliance with the subpoena against the interests furthered by quashing it. See, e.g., 9A Charles Alan Wright & Arthur R. Miller, Federal Practice and Procedure § 2463.1 (3d ed. 2023). “[T]his process of weighing the benefits and burdens requires the court to consider the necessity for the information and whether it is available from another source ... a highly case specific inquiry and entails an exercise of judicial discretion.” Id. Cardinale contends he should be allowed to question the valuations [See ECF No. 159 at 2]. On its own, Cardinale's assertion that the requests “are directly relevant to the assessment of the ‘fair value’ ” fails to establish relevance and a need for the evidence and documents he has requested from the Nonparties. When relevancy is not apparent, the burden is on the party seeking discovery to show the relevance of the request. See Am. Fed'n of State, Cnty, 277 F.R.D. at 477. Cardinale, however, fails to meet that burden for each of the Nonparties. Moreover, as discussed below, the movants’ status as a nonparty weighs against disclosure, and the subpoenas are overly broad and burdensome on their face. Next, even assuming the evidence is necessary, in terms of the breadth of information requested in the subpoenas, the answer to whether these subpoenas should be quashed is determined by addressing this question: Is the subpoenaed testimony and evidence relevant to determine the fair market value of Plaintiff Feingold's and Plaintiff Dazzo's interest in the Alternative Global Companies as of the date of their resignation from the companies? A discussion of these key issues of necessity and relevance for each of the subpoenas will follow. B. Durham Homes, LLC's Motion to Quash (ECF No. 143). Durham Homes, LLC, is a South Carolina housing construction business. [ECF No. 143 at 14]. In July 2020, Durham Homes entered into a joint venture agreement with Alternative Global Six, LLC (“AG6”), one of the Alternative Global Companies entities, to operate a portfolio of real estate lots. [ECF Nos. 143 at 15; 159 at 24]. The Joint Venture Agreement provided that AG6 would provide capital for the operation, and Durham Homes would manage the lots and construction of homes. [ECF No. 159 at 24]. Durham Homes contends that AG6 defaulted on the joint venture agreement when it failed to provide the required funding, a claim which Cardinale disputes. [ECF Nos. 143 at 5; 159 at 4]. Cardinale claims there is no evidence that AG6 defaulted. Instead, Durham Homes stopped all communications with Cardinale after Plaintiffs Feingold and Dazzo resigned from the Alternative Global Companies. [ECF No. 159 at 19]. *5 To defend against Plaintiff's fair value claim, Cardinale says, he must be able to present evidence of the value of Plaintiffs’ respective membership interests in AG6. AG6's sole asset is its investment in Durham Homes. To value the present and future income streams that AG6 would receive from Durham Homes, a valuator needs certain critical documents. [ECF No. 159 at 2]. He wants Durham Homes’ Operating Agreement, Durham Homes’ financial statements and tax returns, and agreements between Durham Homes and any third party relating to the joint venture or note. The time period for the requests and deposition topics is from July 10, 2020 to present. Additionally, Cardinale seeks documents and information substantiating Durham Homes: (i) planned and actual distributions; (ii) projected financial results; (iii) cash flow projections; (iv) any reinvestment in its income; and (v) any agreement between Durham and AG6. [ECF No. 138-1 at 2]. Although Plaintiffs seek the fair value of their interests at the date they resigned from the Alternative Global Companies in January 2022, Cardinale argues the documents are necessary to perform a valuation of the income flowing to AG6 require both past and present financial data as well as future plans and projections. Durham Homes responds the revised requests remain overbroad and seek irrelevant information. It acknowledges that Durham Homes and AG6 had a joint venture agreement, but the agreement went into default after AG6 failed to provide the required funding. Regarding the $5.9 million investment, Durham Homes argues that “how Durham used these funds in its business is ... irrelevant to this case and the fair value of AG6.” [ECF No. 166 at 3]. Durham Homes emphasizes that AG6 is not a party to this action and there is a separate lawsuit in a New York state court styled Alternative Global Six, LLC v. Durham Homes, LLC, Index No. 653837/2022 (Sup. Ct., NY Cty.). Any relevant discovery should be obtained in that case because Plaintiffs’ Second Amended Complaint includes different claims and parties. [ECF No. 143 at 5]. More importantly, Durham Homes maintains Cardinale has everything for the period through the date of Plaintiffs Feingold and Dazzo's resignation on January 28, 2022 and through April 2022. Durham Homes points to Cardinale's own declaration that, “prior to approximately the end of April 2022, Durham Homes had provided Alternative Global Six with access to certain of the books and records it was obligated to provide under the Joint Venture Agreement.” [ECF No. 159-1 at 17, ¶ 22]. Cardinale further stated in his declaration that, before April 2022, Durham Homes provided books and records to AG6, including balance sheets, copies of contracts between Durham Homes and third parties for lot purchases, cash flow projections, and more. [ECF No. 159-1 at 18, ¶ 25]. Finally, Durham Homes argues that Cardinale is trying to obtain confidential and proprietary information to harass competitors. After considering the arguments and record, the Court finds that the majority of the requests are overbroad despite Cardinale's streamlining or revising of the requests. The requests are not narrowly tailored to Cardinale's argument that the disclosures will allow him to defend against Plaintiffs’ fair value claim as of the date of Plaintiffs’ resignation and are needed for a valuation of AG6. Requiring Durham Homes to disclose all of its planned distributions, financial results, cash flow projections, reinvestments, and tax records from July 2020 to present is unduly burdensome when balanced against Cardinale's claimed need for the documents. As an example of the wide range of documents requested, Cardinale seeks “Agreements between Durham and any third party Relating to the Joint Venture or the Note.” [ECF No. 138-1]. This request could encompass agreements unrelated to income streams for AG6. Unquestionably, the request would be burdensome to fulfill. Further, the time-period is not justified. As Durham Homes points out, Plaintiffs Dazzo and Feingold resigned from the Alternative Global Companies in January 2022, nearly two years ago. Cardinale's broad assertion that past and present data is needed for the valuation is unpersuasive and fails to establish a need for documents beyond the relevant time frame. Cardinale himself stated in his declaration that Durham Homes had historically provided records to the Alternative Global Companies before Plaintiffs’ resignations. *6 The only requests that bear a connection to the fair value estimations are Requests 10 from Schedule A and Request 9 from Schedule B, which seek agreements and documents substantiating agreements between Durham Homes and AG6. [ECF No. 138-1 at 2]. But it appears from the record that Cardinale, as the remaining manager of AG6, already has access to the agreements and other documents related to the joint venture. [ECF No. 138-1 at 2]. In sum, most of the revised requests remain disproportional to the needs of the case, burdensome, and irrelevant. See Fed. R. Civ. P. 26(b)(1). Accordingly, Durham Homes’ Motion to Quash [ECF No. 143] is GRANTED. C. Blackstream, LLC's Motion to Quash [ECF No. 145]. Blackstream, LLC, is a commercial real estate brokerage firm. [ECF No. 145 at 4].[1] Like the other nonparties, Blackstream, LLC argues that the subpoenas are intended to harass competitors and nonparties that have a professional relationship with Plaintiff David Feingold. [ECF No. 145]. Blackstream claims it never received any compensation from Cardinale or contracted with Cardinale. Cardinale, in turn, again argues the requests are relevant to Plaintiffs’ fair value claim because Alternative Global Two (“AG2”), Alternative Global Four (“AG4”), and Alternative Global Five (“AG5”) invested at least $17,561,300 in wire transfers to Blackstream Development, LLC's bank account. Those investments, in turn, funded seven real estate projects owned by special purpose vehicles (“SPVs”) and two restaurant investments in Culver's fast-food restaurants, in which the Alternative Global Companies received ownership interests. [ECF No. 156 at 2]. So, it appears that Blackstream was a conduit through the SPVs for Alternative Global Companies’ investments in certain businesses. Cardinale adds that Plaintiffs estimate the value of the real estate projects at $17.4 million representing a 44.93% estimated gain on investment, with estimated $300,000 per month future income to the Alternative Global Companies. Further, Plaintiffs estimate the restaurant investments at $4,000,000 value representing a 566.67% estimated gain on investment, with estimated $50,000 per month future income to the AG Companies. Cardinale again argues the subpoena seeks relevant documents that will allow him to defend against Plaintiffs’ estimations. Notably, Cardinale admits in his response to the Motion to Quash that “[f]ollowing their resignations, Plaintiffs stopped providing Mr. Cardinale with information relating to the millions of dollars that the AG Companies had funded toward the Blackstream SPVs.” [ECF No. 156 at 6]. Thus, Cardinale admits that prior to January 28, 2022, when Plaintiffs resigned and demanded their fair value of the Alternative Global Companies, Cardinale had routinely received information relating to the investments. Further, given Plaintiffs’ claim that fair value was agreed upon by the parties in late December 2021, this Court finds Cardinale's present request for a wide range of financial documents from Blackstream to the present imposes an undue burden on the non-party. The revised requests define the relevant time-period from “the date of organization of each of the respective companies in the 2 Culver's SPVs Projects and the 7 real estate SPV Projects.” [ECF No. 138-2 at 3]. Schedule B of the revised requests seeks documents such as the operating agreement for the SPVs, documents that substantiate the SPVs’ capital structure, financial statements and tax returns of the SPVs, agreements with “Blackstream” and the SPVs which create an expense to the SPVs, and documents substantiating the Alternative Global Companies’ Contributions to the SPVs, Membership to the SPVs, and Monetary Funding to Blackstream Development, LLC. [ECF No. 138 at 2]. *7 Further complicating the analysis, Blackstream, LLC, adds a litany of reasons why evidence from Blackstream is irrelevant to this litigation. Cardinale's argument—that the value of Plaintiffs’ membership interests in the Alternative Global entities is dependent on the income streams the Alternative Global entities were projected to receive from the SPVs—is flawed. This means Cardinale assumes the Alternative Global entities (AG2, AG4, AG5) are members of the SPVs with a right to their income, yet he makes no factual showing. The real member of the SPVs, Blackstream LLC argues, is the entity to which the Alternative Global entities made their loans—Alternative Global Partners (“AG”). Blackstream argues Cardinale cannot produce a single operating or other agreement establishing a right to the SPVs’ income or the information he claims to need. Finally, Blackstream LLC claims Cardinale as the Alternative Global entities is already suing Blackstream Development, seeking an accounting for the $17.5 million in funding. See Alternative Global Two, LLC, et al. vs. Blackstream Development, LLC, Civil Action No. 6-22-cv-4501-TMC (D.S.C., filed December 14, 2022). Under Rule 45, a person is required to produce documents in their “possession, custody, or control.” Fed. R. Civ. P. 45(a)(1)(A)(iii). “Control is defined not only as possession, but as the legal right to obtain the documents requested upon demand.” Searock v. Stripling, 736 F.2d 650, 653 (11th Cir. 1984). “Several courts in this Circuit ... have broadly defined the concept of control to include the practical ability to obtain documents.” Culliver v. BP Expl. & Prod., Inc., No. 3:21CV4942-MCR-HTC, 2022 WL 19568968, at *2 (N.D. Fla. Oct. 13, 2022). Notably, Cardinale fails to show that Blackstream, LLC even possesses or controls the documents related to the SPVs or the restaurant investments. See Costa v. Kerzner Int'l Resorts, Inc., 277 F.R.D. 468 (S.D. Fla. 2011). Although it appears the Alternative Global Companies directed funds to projects indirectly or directly managed by Blackstream LLC or Blackstream Development it is not evident that Blackstream can be compelled to produce documents it does not have a legal right to obtain. Cardinale cites excerpts from the deposition of Plaintiff Feingold in support of his contention that AG2, AG5, and AG4 directed funds to Blackstream (see ECF No. 156 at 1), but upon review of the transcript, it appears each SPV, as its own entity, managed and controlled its own documentation. When asked from whom Cardinale would have obtained documents memorializing AG2's deployment of funds, Feingold answered: “He would get those documents from the manager of each of those SPVs.” [ECF No. 156-3 at 15]. Feingold's testimony suggests too that Cardinale, as manager of AG2, AG5, and AG4, already has access to many of these documents. Requiring Blackstream to search and disclose information regarding the multiple SPVs is burdensome and disproportional to the needs of the case. Particularly so, when Cardinale fails to show the disclosure will help him defend against Plaintiffs’ fair value claim or that there is a need for such defense, and when Cardinale fails to show a direct relationship between the AG companies and Blackstream. [ECF No. 145]. Thus, Blackstream, LLC's Motion to Quash the Nonparty Subpoena [ECF No. 145] is GRANTED. D. Broadstreet, Inc.’s Motion to Quash [ECF No. 146]. Nonparty Broadstreet, Inc., is a private equity firm based in South Carolina. Cardinale argues Broadstreet should be compelled to comply with the subpoena because Plaintiff Feingold identified Broadstreet as the key point of contact for real estate investments made by the Alternative Global Companies. He points to the following email Plaintiff Feingold sent to Cardinale's lawyer after Plaintiffs resigned from the Alternative Global Companies: In terms of the contact information for the entity businesses, these are the same contacts that Mr. Cardinale has both contacted and corresponded and visited with for years: (1) For MCA - Samson Funding (2) For Debt Settlement - Mr. Darren Silverman (3) For Real Estate - Broad Street Global Fund. I know that Mr. Cardinale regularly meets with and communicates with numbers 1 and 2 above as he has done for years. I know that regarding number 3 above, there has not been communication by Mr. Cardinale with that entity for the last three weeks, however. [Broadstreet's Chief Operating Officer] Steven Baldassarra has indicated that Mr. Cardinale may communicate with him directly, only in writing and he will gladly act professionally and accommodate his needs. Although Cardinale had regularly and often both visited with and spoke to the Broad Street Global Fund, at this point it has been conveyed that they only want to have communication through Steven Baldassarra in writing. *8 [ECF No. 156-1 at 12 ¶ 9; 156-1 at 16] (emphasis added). Cardinale argues Broadstreet assumed control of more than $17,561,300 in investor funds in the SPVs discussed above and another $5 million at Durham Homes. Thus, Broadstreet should be able to account for the use and disposition of the funds received, and prospects for return on this investment. [ECF No. 157 at 7]. Schedule B of the revised requests to Broadstreet seek the operating agreements for the SPVs and Durham Homes, documents that substantiate the capital structure of the SPVs and Durham Homes, financial statements of the SPVs and Durham Homes, agreements between Broadstreet and Blackstream/Durham Homes, and documents substantiating the contributions of the Alternative Global Companies into the SPVs. [ECF No. 138-3 at 2]. Cardinale asserts that Broadstreet controls the documents for the Blackstream SPVs and that Broadstreet was “integrally involved in each investment.” [ECF No. 157 at 13]. He points to a message sent by nonparty Todd Sanders to Plaintiff Dazzo, stating “Broad Street seems to have control over L3 money.” [ECF No. 157-45]. Cardinale again argues the nonparty discovery will help him defend against Plaintiffs’ fair value claim. Here, the revised requests to Broadstreet clearly overlap with the requests made to Durham Homes and Blackstream. The revised requests refer to the SPVs and Durham Homes and not Broadstreet. Cardinale argues Broadstreet can nonetheless account for the use and disposition of the funds because Feingold asserted that Broadstreet was the point of contact for real estate projects and Broadstreet's COO, Steven Baldassarra, would sometimes act on behalf of Durham Homes. At best, a relationship between the AG investments and Broadstreet seems attenuated. Cardinale, as the party issuing the Rule 45 subpoena, must take reasonable steps to avoid imposing undue burden and expense on the party subject to the subpoena. Thus, he is burdened with narrowing his requests and taking reasonable steps to identify the correct recipient. See Gremillion v. Stantec Consulting Servs. Inc., No. 3:23MC13-MCR-HTC, 2023 WL 4417266 (N.D. Fla. July 5, 2023) (explaining inquiry was fishing expedition where plaintiff pointed to nothing indicating recipient funded the study at issue). Deposition and documents subpoenas have been issued to entities possibly connected to the investments, including Blackstream, and apparently, the seven real estate SPVs. Such numerous and broad requests signal a fishing expedition. Not only are the requests burdensome and duplicative, but they might be futile as it is not clear from the exhibits filed in support of the subpoena that Broadstreet has control over the requested documents. Accordingly, the Court must quash the subpoena served on Broadstreet, Inc. See id. (“Rule 26’s proportionality requirement ‘relieves parties from the burden of taking unreasonable steps to ferret out every relevant document.’ ”) (quoting Virginia Dep't of Corr. v. Jordan, 921 F.3d 180, 189 (4th Cir. 2019)). E. Maxine Turner's Motion to Quash [ECF No. 149]. Finally, Cardinale seeks to depose Maxine Turner, an accountant who works for Blackstream Development, LLC. According to the motion to quash, Ms. Turner is responsible for “accounting work, including proprietary financial consulting, financial modeling, and bookkeeping oversight, for real estate project special purpose entities (SPEs) being developed by Blackstream Development, LLC.” [ECF No. 149 at 4]. Cardinale contends Ms. Turner is a representative of Blackstream who has knowledge of the restaurant and real estate projects that the Alternative Global Companies deployed funds to. Cardinale asserts he possesses many of the documents or similar documents that will be the subject of Ms. Turner's deposition testimony. [ECF No. 161 at 6]. Cardinale, however, fails to identify or describe said documents or the nature of the questions he intends to ask. Notably, he failed to comply with Judge Cain's order to “streamline [his] requests for documents and information and identify with some reasonable specificity the information sought by the deposition of Ms. Turner.” [ECF No. 167-1 at 52; ECF No. 149 at 21]. Despite this order, Cardinale did not identify the information sought from Ms. Turner, arguing that “since Ms. Turner's subpoena had no document requests or topic requests, there was nothing to streamline.” [ECF No. 161 at 4]. *9 Again, under Rule 45, the party issuing the subpoena must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena. Cardinale refuses to take such steps by failing to identify the information sought or the documents he claims would be the basis of the deposition. The Court cannot assess from Cardinale's bare assertion whether Ms. Turner's testimony is relevant to the fair value claim or if it would result in an undue burden. And, given Cardinale's admission that he had received financial information regarding the Blackstream SPVs before Plaintiffs’ resignation [ECF No. 156 at 5], it appears the deposition would impose an undue burden. Accordingly, Ms. Turner's Motion to Quash [ECF No. 149] is GRANTED. IV. CONCLUSION It is ORDERED: Motion to Quash Subpoena duces tecum and ad testificandum by Durham Homes LLC [ECF No. 143] is GRANTED. Motion to Quash subpoena duces tecum and ad testificandum by Blackstream, LLC, [ECF No. 145] is GRANTED. Motion to Quash subpoena duces tecum and ad testificandum by Broadstreet, Inc., [ECF No. 146] is GRANTED. Corrected MOTION to Quash Subpoena by Maxine A. Turner, CPA, [ECF No. 149] is GRANTED. DONE AND ORDERED in Chambers at Miami, Florida this 1st day of November 2023. Footnotes [1] Blackstream, LLC notes that it is a separate legal entity from Blackstream Development, LLC, even though Cardinale uses the names interchangeably throughout the revised subpoena requests and his response in opposition to the motion to quash. See [ECF No. 138-2 at ¶ 7].