Pandora Media, L L C v. Spoken Giants, L L C Case No. 2:23-mc-149-MCS-MAR United States District Court, C.D. California Filed December 06, 2023 Counsel Maximillian Wolden Hirsch, Mayer Brown LLP, Los Angeles, CA, Raymond J. DiCamillo, Richards Layton and Finger, Wilmington, DE, Allison M. Aviki, Paul M. Fakler, Jacob B. Ebin, Mayer Brown LLP, New York, NY, Douglas Allen Smith, Mayer Brown LLP, Los Angeles, CA, Katharine Lester Mowery, Nathalie Anne Freeman, Richards Layton and Finger, PA, Wilmington, DE, for Petitioner. John P. Cogger, Gordon Rees Scully Mansukhani LLP, Los Angeles, CA, Joshua D. Wilson, Gordon Rees Skully Mansukhani LLP, Franklin, TN, for Respondent. Rocconi, Margo A., United States Magistrate Judge Proceedings (in chambers): ORDER RE: PANDORA'S MOTION TO COMPEL SPOKEN GIANTS, LLC TO COMPLY WITH SUBPOENA, DKT. 1 *1 On October 12, 2023, Pandora Media, LLC (“Pandora”) filed a Motion to Compel Spoken Giants, LLC (“Spoken Giants”) to comply with a subpoena in the District of Delaware. Case No. 2:23-mc-149-MCS-MAR (“No. 149”), ECF Docket No. (“Dkt.”) 1. The subpoena sought discovery for Yellow Rose Productions, Inc. v. Pandora Media, LLC, No. 2:22-cv-809-MCS-MAR (“No. 809”), a case pending in this district. Id. On October 25, 2023, the motion was transferred to the Central District of California upon the parties' stipulation. No. 149, Dkt. 8–11. The Court finds this matter suitable for resolution without oral argument. See Fed. R. Civ. P. 78(b); Local Rule 7-15. For the reasons set forth below, the Motion is DENIED in part and GRANTED in part. I. BACKGROUND: On February 7, 2022, Yellow Rose Productions, Inc. filed an action against Pandora. No. 809, Dkt. 1. On March 22, 2022, the district court ordered this case to be consolidated for pretrial purposes with nine (9) other cases brought against Pandora by individual comedians, their production companies, or their estates (collectively “Plaintiffs”). No. 809, Dkt. 18. Plaintiffs bring their consolidated copyright infringement action against Pandora, a digital broadcast radio and interactive streaming service. No. 809, Dkt. 178 at 9. Plaintiffs argue that Pandora's use of comedic recordings implicate two (2) distinct copyrights—one for the sound recording of the comedy routine and one for the underlying jokes embodied in the spoken-word comedy recordings. Id. at 29. Plaintiffs allege that Pandora failed to obtain a license or pay royalties on the underlying literary works. Id. at 9–10. Pandora denies that they have infringed Plaintiffs' literary copyrights. Id. at 4. Pandora raises various affirmative defenses, including implied license and misuse of copyright. Id. at 10. With respect to their implied license defense, Pandora claims that—per decades-long industry custom—no compositional licenses are necessary, as no royalties have ever been paid to license comedians' underlying compositions. Id. Pandora argues, in the alternative, that they have received an implied license to use the works. Id. Pandora brought antitrust counterclaims against the comedians, as well as Spoken Giants and Word Collections, LLC (“Word Collections”), licensing groups that represent the comedians. No. 809, Dkts. 34, 72. On July 15, 2022, Plaintiffs and counter-defendants Spoken Giants and Word Collections filed a motion to dismiss Pandora's counterclaims. No. 809, Dkt. 49. On October 26, 2022, the district court dismissed the counterclaims without prejudice. No. 809, Dkt. 83. On November 18, 2022, Pandora brought amended counterclaims against the comedians, Spoken Giants, and Word Collections. No. 809, Dkts. 93, 94. On April 5, 2023, the district court dismissed all of Pandora's counterclaims with prejudice; accordingly, Spoken Giants and Word Collections were terminated as parties to the action. No. 809, Dkt. 164. On November 28, 2022, when Spoken Giants was still a counter-defendant in the case, Pandora propounded sixty-eight (68) discovery requests on them. No. 149, Dkt. 2 at 10. After Spoken Giants was dismissed as a party, Pandora propounded twenty-eight (28) discovery requests on Spoken Giants as a nonparty, pursuant to Federal Rule of Civil Procedure 45. Id. II. DISCUSSION A. RELEVANT LAW *2 Federal Rule of Civil Procedure 45 governs the issuing and service of subpoenas on nonparties. Fed. R. Civ. P. 45 (“Rule 45”). If necessary to enforce that subpoena, a party may move to compel the nonparty to comply in the court where the discovery is to be taken. Fed. R. Civ. P. 37(a)(1)–(2). Under Rule 45, a subpoena must be modified or quashed if it “requires disclosure of privileged or other protected matter, if no exception or waiver applies,” or if the subpoena “subjects a person to undue burden.” Fed. R. Civ. P. 45(d)(3)(A)(iii), (iv); see also Fed. R. Civ. P. 45(d)(1) (party issuing a subpoena “must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena”). Whether a subpoena imposes an undue burden on a particular witness is a “case specific inquiry.” Thayer v. Chiczewski, 257 F.R.D. 466, 469 (N.D. Ill. 2009) (internal quotations and citations omitted). Generally, under the Federal Rules of Civil Procedure, Parties 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 importance of the issues at stake in the action, the amount in controversy, the parties' relative access to relevant information, the parties' resources, the importance of the discovery in resolving the issues, and whether the burden or expense of the proposed discovery outweighs its likely benefit. Information within this scope of discovery need not be admissible in evidence to be discoverable. Fed. R. Civ. P. 26(b)(1). Relevant information includes more information than is necessarily needed for a trial in the matter and does not have to “be admissible in evidence” during a trial. Id. A court “must limit the frequency or extent of discovery otherwise allowed” 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). Fed. R. Civ. P. 26(b)(2)(C). “Thus, a court determining the propriety of a subpoena balances the relevance of the discovery sought, the requesting party's need, and the potential hardship to the party subject to the subpoena.” Heat & Control, Inc. v. Hester Industries, Inc., 785 F.2d 1017, 1024 (Fed. Cir. 1986). However, while discovery should not be unnecessarily restricted, nonparty discovery is more limited to protect nonparties from harassment, inconvenience, or disclosure of confidential documents. Dart Indus. Co. v. Westwood Chem. Co., 649 F.2d 646, 649 (9th Cir. 1980). Accordingly, “concern for the unwanted burden thrust upon nonparties is a factor entitled to special weight in evaluating the balance of competing needs.” Cusumano v. Microsoft Corp., 162 F.3d 708, 717 (1st Cir. 1998). However, “third party discovery is a time-honored device to get at the truth of a claim or defense. A party in litigation is not obligated to take the word of an opponent regarding what relevant documents do or do not exist.” L.G. Philips LCD Co. v. Tatung Co., No. C 07 80073WHA, 2007 WL 869256, at *2 (N.D. Cal. March 20, 2007). B. ANALYSIS Pandora asserts that all of their requests fall under a few broad categories: Documents concerning Spoken Giants's licensing practices (RFP Nos. 1, 3–6, 8–12, 15–22, 25–27); Documents concerning the significance and size of Spoken Giants's catalog (RFP Nos. 10, 13, 14, 23, 24); Documents concerning Spoken Giants's relationship with Plaintiff Black (RFP No. 28); Documents concerning the benefits to comedians of joining Spoken Giants (RFP No. 15); Documents concerning past enforcement actions regarding the rights at issue in the Consolidated Litigation (RFP No. 7); Documents concerning royalties for “literary works” rights (RFP Nos. 3, 6, 16–17, 20–21, 26); and Documents concerning Spoken Giants's role in the Consolidated Litigation (RFP No. 2). No. 149, Dkt. 2 at 14–15. Pandora asserts the requests are all relevant because they either: (1) relate to Pandora's defenses of copyright misuse and unclean hands; (2) relate to Plaintiffs' copyright infringement claims and Pandora's defenses based upon custom and practice in the comedy industry; or (3) bear on to the damages calculations, should Plaintiffs prevail. Id. at 10–20. 1. Relevance to defenses Pandora justifies the breadth of their requests by citing the facts that Spoken Giants was formally a party in this action and that the district court expressly noted that Spoken Giants as a nonparty would still need to provide some discovery. See No. 809, Dkt. 83 at 27. However, Pandora neglects to meaningfully discuss how Spoken Giants was only a party because Pandora brought them in as a counter-defendant, and how the counterclaims against Spoken Giants were dismissed not once, but twice by the district court. No. 809, Dkts. 83, 164. As noted above, after Pandora was given an opportunity to amend, the counterclaims against Spoken Giants were dismissed with prejudice and Spoken Giants was terminated as a party in this action. See No. 809, Dkt. 83. The procedural history of this case reveals that, despite Pandora's own efforts to join Spoken Giants in this action, the district court has expressly and finally determined Spoken Giants should not be joined. Thus, the Court is not persuaded by Pandora's argument that Spoken Giants, as a former party, should not be afforded the same considerations as a typical nonparty. Therefore, here the Court considers, as is typical in subpoenas served on nonparties, that “the standards for nonparty discovery ... require a stronger showing of relevance than for simple party discovery.” Laxalt v. McClatchy, 116 F.R.D. 455, 458 (D. Nev. 1986). Here, many of Pandora's requests have no connection to the Plaintiffs in this action. See No. 149, Dkt. 12–17. Pandora relies on M. Witmark & Sons v. Jensen, 80 F. Supp. 843 (D. Minn. 1948) to argue that the act of banding together to form blanket licensing collectives can support the defense of copyright misuse. However, M. Whitmark & Sons is distinguishable from this case. In M. Witmark & Sons, the collective was found to control 80% of the market, and based on that percentage, the court found the collective liable for violating antitrust laws. Id. at 847–50. Thus, the copyright misuse in M. Witmark & Sons was directly tied to an antitrust violation. By contrast, here the district court found that Pandora's claims lacked specificity, and that even with a “hypothetical total,” Spoken Giants and Word Collections's combined market share was only 28%—well below the threshold of 65% market share courts generally use “for finding a prima facie case of monopoly power.” No. 809, Dkt. 164 at 22–23 (quoting Epic Games, Inc. v. Apple Inc., 559 F. Supp. 3d 898, 1029 (N.D. Cal. 2021)); accord Image Tech. Servs., Inc. v. Eastman Kodak Co., 125 F.3d 1195, 1206 (9th Cir. 1997) (“Courts generally require a 65% market share to establish a prima facie case of market power.”). The district court dismissed the antitrust claims on this basis. Id. at 28. Pandora has cited no authority that would support the proposition that, absent a potential antitrust violation, the mere existence of Spoken Giants as a collective of comedians would automatically make their actions relevant to this action—particularly where Spoken Giants has expressly and finally been terminated as a party to the action. *4 To be sure, the district court did note that “discovery may yield information about the nature of the agreements between the comedians and [counter-defendants], at the very least in the context of Pandora's copyright misuse defense.” No. 809, Dkt. 83 at 27. Thus, the district court left open the possibility that communication between Spoken Giants and Plaintiffs may be relevant. Indeed, Spoken Giants does not appear to argue that they possess no documents relevant to Pandora's defenses—they merely note that Pandora's defenses of misuse and unclean hands are solely based on the Plaintiffs' knowledge and actions, not their own as a nonparty, and argue that this distinction must necessarily be reflected in the breadth of Pandora's requests. No. 149, Dkt. 31 at 5–6. This Court agrees. Notably, there is no dispute that Spoken Giants communicated to at least one Plaintiff about the claims in this action. Id. at 5 n.1. This communication and others like it may be relevant to what knowledge Plaintiffs may have had or acted upon. Thus, the Court finds that any communications to Plaintiffs pertaining to the copyright claims at issue here are discoverable. By contrast, all the discovery requests solely seeking information on Spoken Giants's business model, investors, catalogue, research, clients (other than Plaintiffs), or communications with other entities that do not implicate Plaintiffs are not relevant to the claims or defenses at issue here. 2. Relevance to custom and practice Pandora asserts the defense of industry custom and practice; they argue that Spoken Giants seeks, through Plaintiffs, to overturn the traditional custom and practice of comedy works royalties and therefore will have relevant discovery about the traditional industry custom and practice. No. 149, Dkt. 2 at 18. While Pandora's theory is reasonable-sounding, Pandora does not provide evidence to support their allegations of Spoken Giants's involvement, nor do they convincingly argue why they know such information exists or why the information would be produced in response to their broad requests. The Court notes that “[n]on-parties have a different set of expectations. Accordingly, concern for the unwanted burden thrust upon nonparties is a factor entitled to special weight in valuating the balance of competing needs.” Monster Energy Co. v. Vital Pharm., Inc., No. 5:18-cv-01882-JGB (SHKx), 2020 WL 2405295, at *6 (C.D. Cal. Mar. 10, 2020) (quoting Cusumano, 162 F.3d at 717 (citing, inter alia, Dart Indus. Co., 649 F.2d at 649; In re Pioneer Corp., No. CV 18-4524 JAK (SSx), 2019 WL 5401015, at *5 (C.D. Cal. Jan. 9, 2019) (quoting Cusumano))). Additionally, Rule 45(d)(3)(B) allows a court to strike a request where the information would disclose “confidential research, development, or commercial information” or an “unretained expert's opinion or information that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party.” Id. Here, the Court finds the requests are overbroad, and would require Spoken Giants to produce their own “research, development, and commercial information” that are unconnected to specific occurrences in dispute in this action. See id. As an initial matter, the Court notes it has already found Pandora is entitled to any communications with specific Plaintiffs in this action that relate to the claims in dispute; this would surely include any communications with Plaintiffs relevant to Pandora's theory that Spoken Giants has somehow induced them to bring this action in an attempt to upend industry custom and practice. Furthermore, the Court notes that Spoken Giants was founded only in 2019. See Spoken Giants, https://www.spokengiants.com/ (last visited November 29, 2023). It follows that nearly all of the information that Spoken Giants has regarding longstanding industry and custom is likely based on their own independent research. To the extent that Pandora seeks information Spoken Giants has collected about industry custom and practice generally, as opposed to documents pertaining to their personal involvement within the industry, this essentially amounts to a request for information from Spoken Giants as an unretained expert. See Fed. R. Civ. P. 45(c)(3)(B). Pandora has not made the requisite showing to justify such a request. See Fed. R. Civ. P. 45(c)(3)(C) (noting that, instead of quashing a subpoena on an unretained expert, the court may “order appearance or production under specified conditions if the serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated); see also, e.g., Los Altos El Granada Invs. v. City of Capitola, No. CV 04-05138 JF (PSG), 2011 WL 13260732, at *2 (N.D. Cal. Mar. 11, 2011) (listing several factors that guide the court's discretion in determining whether to allow discovery from an unretained expert). *5 Accordingly, the Court declines to allow discovery into Spoken Giants's own commercial research except in the instance where that information was communicated to any Plaintiff. If, as Pandora argues, Spoken Giants has been attempting to encourage Plaintiffs to upend industry custom, communications to Plaintiffs should reveal the relevant information concerning the customs at issue. 3. Damages calculation As to requests that are purportedly relevant to damages, Pandora asserts: These requests all call for documents that relate to the royalties sought or secured by SG for a license to its catalog of works, the financial benefits to comedians of joining SG and licensing the rights to their “literary works” through SG, or the value of the rights at issue in the Consolidated Litigation. No. 149, Dkt. 2 at 18–19. Pandora argues that courts routinely conclude that documents that go to damages are relevant in copyright infringement cases. Id. However, Pandora only cites to cases dealing with requests propounded on a party to the action. Id. at 14–15. Here, Spoken Giants is a nonparty; Pandora provides no case law that supports the premise that a nonparty's financial data would be relevant to a plaintiff's claim for damages in a copyright infringement case. Indeed, Micro Motion, Inc. v. Kane Steel Co., 894 F.2d 1318, 1325 (Fed. Cir. 1990), is instructive here. There, the Federal Circuit found that the plaintiff was not entitled to discovery on financial data, sales, and client lists from a nonparty competitor solely because the complaint asked for damages. Id. In Micro Motion, Inc., it was the plaintiff seeking discovery on the financial information; an alleged infringer like Pandora arguably would have even less standing to seek a nonparty's financial information based on the Plaintiff's claims for damages. In any case, the court in Micro Motion, Inc. noted that, should the discovery be allowed, “of course, the alleged infringer in such case would have the same right.” Id. Accordingly, the court appeared to contemplate and intend that alleged infringers would be entitled to the same discovery as the plaintiff, and, presumably, subject to the same limitations. Notably here, Spoken Giants claims, and Pandora does not dispute, that none of the Plaintiffs in the consolidated case are currently members of Spoken Giants. No. 149, Dkt. 31 at 12. Spoken Giants notes that, at one time, Plaintiff Lewis Black was a client, but has since disassociated with them. Id. As none of the Plaintiffs are members of Spoken Giants, no information concerning the Plaintiffs' damages can be directly discerned from Spoken Giants's financial information. It is unclear how else Pandora's broad sweeping requests for Spoken Giants's past or future revenue, client lists, or catalogue would be relevant to the Plaintiffs' damages or the asserted works at issue in this litigation. Accordingly, Pandora is not entitled to this discovery on Spoken Giants's financial information. C. MODIFIED REQUESTS FOR PRODUCTION Typically, it is not the Court's job to rewrite overbroad discovery requests. See Finkelstein v. Guardian Life Ins. Co. of Am., No. C07-1130CRB(BZ), 2008 WL 2095786, at *2 (N.D. Cal. May 14, 2008) (“Rule 26 does not require the Court to rewrite discovery requests for the parties.”); Kilby v. CVS Pharmacy, Inc., No. 09-cv-2051, 2017 WL 1424322, at *4 n.3 (S.D. Cal. Apr. 19, 2017) (“Particularly when a party stands on an overly broad request and does not make a reasonable attempt to narrow it or to explain the need for such a broad range of documents and/or information, the Court will not rewrite a party's discovery request to obtain the optimum result for that party. That is counsel's job.”) (internal citations and quotation marks omitted). However, in the interest of preventing future motion practice in what has already been a fraught discovery period, the Court will modify certain requests. Furthermore, as stated in a previous discovery order, all requests are limited in scope to include only Documents within the relevant timeframe—from February 7, 2019 (three years prior to the filing of the first Complaint in this action) to the present. See Dkt. 193 at 5. Thus, for the reasons discussed above, the Court amends the requests as follows: *6 REQUEST FOR PRODUCTION 1 All Documents Concerning contracts, agreements, and memoranda of understanding between You and any Plaintiff that references, discusses, or pertains to the topic of Comedy Works Rights. REQUEST FOR PRODUCTION 2 [STRICKEN] REQUEST FOR PRODUCTION 3 All Documents Concerning any Plaintiff and any entity that streams, distributes, reproduces, broadcasts, publicly performs, or otherwise uses audio or audio-visual comedy recordings, including all Documents Concerning requests for licenses from You, licenses proposed by You, or licenses granted by You to such entities for any Plaintiff and/or any Asserted Works in this action. REQUEST FOR PRODUCTION 4 All Documents Concerning Pandora or Sirius XM that discuss any Plaintiff and/or any Asserted Works in this action. REQUEST FOR PRODUCTION 5 All Documents Concerning Communications between You and any Plaintiff. REQUEST FOR PRODUCTION 6 All Documents Concerning any Communications or agreements with any record label, record company, sound recording rights administrators or aggregators, or live performance venues on the one hand, and You or any Plaintiff on the other, regarding any of the Asserted Works. REQUEST FOR PRODUCTION 7 All Documents Concerning past copyright enforcement actions, litigations, cease-and-desist letters, or takedown notices involving any of the Asserted Works. REQUEST FOR PRODUCTION 8 All affiliation agreements, including any side letters, amendments, or other modifications thereto, that you have entered into with any Plaintiff. REQUEST FOR PRODUCTION 9 All Documents Concerning the termination of affiliation agreements between You and any Plaintiff, Including requests for release from such agreements. REQUEST FOR PRODUCTION 10 [STRICKEN] REQUEST FOR PRODUCTION 11 [STRICKEN] REQUEST FOR PRODUCTION 12 [STRICKEN] REQUEST FOR PRODUCTION 13 [STRICKEN] REQUEST FOR PRODUCTION 14 [STRICKEN] REQUEST FOR PRODUCTION 15 All Documents Concerning marketing materials, investor pitch materials, or other Documents provided to any Plaintiff (or their representatives). REQUEST FOR PRODUCTION 16 All Documents that were shared with any Plaintiff, Concerning any actual or potential fees or terms for a license from You for any Plaintiff's Comedy Works Rights, Including any forecasts of license fees for Comedy Works Rights where any Plaintiff's Asserted Works is part of the forecast. REQUEST FOR PRODUCTION 17 [STRICKEN] REQUEST FOR PRODUCTION 18 [STRICKEN] REQUEST FOR PRODUCTION 19 [STRICKEN] REQUEST FOR PRODUCTION 20 [STRICKEN] REQUEST FOR PRODUCTION 21 All Documents Concerning advances, upfront payments, bonuses, royalty guarantees, or equity interests that You paid or proposed to pay any Plaintiff for their Asserted Works. REQUEST FOR PRODUCTION 22 [STRICKEN] REQUEST FOR PRODUCTION 23 All Documents, Including Communications, Concerning Pandora's or another streaming service's removal of one or more comedy recordings of performances by any Plaintiff associated with Spoken Giants from its service. REQUEST FOR PRODUCTION 24 All Documents, Including Communications, relating to efforts to have streaming services, Including Pandora or Spotify U.S.A., restore to their service any comedy recordings of performances by any Plaintiff associated with Spoken Giants that had previously been taken down. *7 REQUEST FOR PRODUCTION 25 All Documents, Including Communications, relating to Your solicitation of any Plaintiff to become affiliated with Spoken Giants, whether or not such solicitation ultimately led to affiliation with Spoken Giants. REQUEST FOR PRODUCTION 26 Your Communications with any Plaintiff, including documents shared, relating to the value of Comedy Works Rights. REQUEST FOR PRODUCTION 27 All Documents, Including Communications, relating to complaints by any Plaintiff about You or about actions taken by You or on Your behalf. REQUEST FOR PRODUCTION 28 All Documents, including Communications, Concerning Lewis Black's dissociation with You. D. DATE CERTAIN The district court's amended scheduling order provides that the non-expert discovery deadline is February 28, 2024. No. 809, Dkt. 174 at 2. That is the last date to complete fact discovery and the date by which all discovery motions must be resolved. Based on the discovery motions currently before the Court, it appears that the parties still have extensive discovery to complete before that date, which is not altogether too far from now, especially considering the intervening holidays. Therefore, the Court finds that twenty-one (21) days from this order is a reasonable date for Spoken Giants to provide the discovery responses. III. COMPLIANCE COSTS Spoken Giants request that Pandora pay for the costs of producing responses to their discovery requests. Rule 45(d)(2)(B)(ii) requires a court to shift costs from a nonparty if the expense of complying with a party's subpoena is “significant.” Legal Voice v. Stormans Inc., 738 F.3d 1178, 1184 (9th Cir. 2013). “[O]nly two considerations are relevant” to the inquiry: “whether the subpoena imposes expenses on the nonparty, and whether those expenses are ‘significant.’ ” Id. (citation omitted). Although cost-shifting is mandatory and the only relevant questions are the two (2) posed above, what constitutes a “significant expense” is capable of a “myriad [of] interpretations depending on the circumstances of a particular case.” United States v. McGraw-Hill Cos., 302 F.R.D. 532, 536 (C.D. Cal. 2014). For example, “an expense might be ‘significant’ ... to a small family-run business, while being ‘insignificant’ to a global financial institution.” Id.; see also Legal Voice, 738 F.3d at 1185 (finding $20,000 significant for nonprofit legal-aid group); Cornell v. Columbus McKinnon Corp., No. 13-cv-02188-SI, 2015 WL 4747260, at *4–5 (N.D. Cal. Aug. 11, 2015) (finding $227,597 not significant to FedEx and denying cost-shifting). Spoken Giants is not entitled to cost shifting for numerous reasons. First, it has made almost no factual showing in support of its request. “Rule 45 does not cut a blank check to non-parties—unnecessary or unduly expensive services do not ‘result from compliance’ and, therefore, do not count as ‘expenses.’ ” McGraw-Hill, 302 F.R.D. at 536. Absent evidentiary support, the Court cannot determine what expenses would result from typical costs of compliance, and which may result from unnecessary expenses. *8 Second, while the Court agrees that Spoken Giants is still due the protections of a nonparty as to the potential burden imposed by the subpoena, the Court also acknowledges that Spoken Giants does not stand as an entirely disinterested third party. For one, Spoken Giants has a direct connection to the case, having been previously affiliated with Plaintiff Black. Furthermore, and perhaps more importantly, Spoken Giants seeks to retain royalties on the art that is the subject matter of the claims in this litigation, and thus has a strong financial interest in the outcome of this action. This weighs against a finding that Spoken Giants's expenses are significant. See Cornell, 2015 WL 4747260, at *5 (holding that “[c]hief among the factors to be considered” in determining whether nonparty's expenses were significant “is the extent to which the nonparty has an interest in the outcome of the case”). For all these reasons, there is no basis for finding that Spoken Giants will incur “significant expense” in complying with the subpoena, as modified by the Court. Accordingly, Spoken Giants request for cost-shifting is DENIED. IV. ORDER IT IS THEREFORE ORDERED that: (1) Pandora's Motion to Compel, Dkt. 1, is DENIED as written and GRANTED as modified above; (2) Spoken Giants must provide responses within 21-days of this order; and (3) Spoken Giants's request for cost shifting is DENIED. IT IS SO ORDERED.