MACSOUTH FOREST PRODUCTS, LLC, Plaintiff, v. CURRENT BUILDERS, INC., et al., Defendants CASE NO. 0:24-CV-60013-BECERRA/AUGUSTIN-BIRCH United States District Court, S.D. Florida Signed June 11, 2024 Counsel Andrew V. Showen, Hill Rugh Keller & Main, Orlando, FL, for Plaintiff. Jeffrey Scott Geller, Etcheverry & Harrison LLP, Plantation, FL, John A. Moore, Vincent Francis Vaccarella, Walter William Norton III, Vincent F. Vaccarella, PA, Fort Lauderdale, FL, for Defendants. Matthew Gordon Davis, Mills Paskert Divers, Tampa, FL, Matthew Rothrock, Paskert Divers Thompson, Tampa, FL, for Defendants Travelers Casualty and Surety Company of America. Augustin-Birch, Panayotta, United States Magistrate Judge ORDER GRANTING IN PART AND DENYING IN PART PLAINTIFF'S MOTIONS TO COMPEL AS TO DEFENDANTS CURRENT BUILDERS, CB WALL PANELS, CB STRUCTURES, FREDERICK COLANDREO, AND MICHAEL TAYLOR *1 This cause comes before the Court on two Motions to Compel filed by Plaintiff MacSouth Forest Products, LLC. The first Motion to Compel concerns Defendants Current Builders, Inc., CB Wall Panels, Inc., and CB Structures Services, Inc. (collectively, the “CB Entities”) and is briefed at Docket Entries 80, 85, and 87. The second Motion to Compel concerns Defendants Frederick Colandreo and Michael Taylor and is briefed at Docket Entries 81, 86, and 88. The Court held a Discovery Hearing on both Motions on May 30, 2024. Having carefully considered the briefing, the arguments made by counsel at the Discovery Hearing, and the record and being otherwise fully advised, the Court GRANTS IN PART AND DENIES IN PART Plaintiff's Motions to Compel [DE 80; DE 81]. I. Background This litigation concerns numerous construction projects where Plaintiff, a supplier of lumber and materials, contends that it was not fully compensated for the lumber and materials it delivered to six construction projects at issue: (1) Town Vineland, (2) RD Town Hollywood, (3) Tuttle Royale, (4) Elan Polo Gardens, (5) Falls Portofino, and (6) Altis Suncoast. See DE 65. Plaintiff's claims regarding these construction projects are discussed in greater depth below. Additionally, Plaintiff's allegations against Defendants Frederick Colandreo and Michael Taylor, the corporate officers for the CB Entities, are explained in more detail below. A. Town Vineland Project For the Town Vineland project, Plaintiff sued Defendant Current Builders for breach of contract, alleging: (1) Defendant Current Builders agreed to a contract for the purchase of lumber and related materials, (2) Plaintiff delivered the lumber and materials pursuant to the contract, and (3) Defendant Current Builders breached the contract by failing to pay Plaintiff when payment was due. Id. ¶¶ 8–26. Because it did not receive timely payment for its delivery of lumber and materials, Plaintiff asserts that Defendant Current Builders owes it interest in the amount of $91,451 and attorney's fees. Id. ¶ 26. Also relating to the Town Vineland project, Plaintiff sued Defendants CB Wall Panels and CB Structures Services for breach of contract, asserting: (1) Defendants CB Wall Panels and CB Structures Services entered into a “Payment Agreement” with Plaintiff wherein they agreed to pay Plaintiff $915,649.28 in four equal weekly installments in exchange for Plaintiff agreeing to forbear from immediately initiating litigation against the CB Entities for their failure to pay the amounts due for the Town Vineland project, and (2) Defendants CB Wall Panels and CB Structures Services breached this contract by failing to make any of the installation payments. Id. ¶¶ 27–40. Plaintiff likewise seeks attorney's fees and $91,451 in interest as a result of this purported breach. Id. ¶ 40. B. RD Town Hollywood Project Regarding the RD Town Hollywood Project, Plaintiff sued the CB Entities for breach of contract, claiming the CB Entities contracted to purchase lumber and materials from Plaintiff and breached this contract by failing to timely pay Plaintiff for the lumber and materials when payment was due. Id. ¶¶ 41–68. As a consequence of this alleged breach, Plaintiff seeks $261,728.94 plus prejudgment interest, incidental and consequential damages, attorney's fees, and taxable costs. Id. ¶ 68. Additionally, and in the alternative, Plaintiff sued the CB Entities for promissory estoppel for the RD Town Hollywood project, maintaining that it relied on Defendants CB Builders and CB Structures Services’ emails and communications requesting the sale of lumber when it provided those Defendants lumber for the RD Town Hollywood Project. Id. ¶¶ 69–72 C. Tuttle Royale Project *2 As for the Tuttle Royale project, Plaintiff sued Defendants Current Builders and CB Structures Services for breach of contract, purporting that these Defendants contracted with Plaintiff for the purchase of lumber and materials for the Tuttle Royale project and that these Defendants breached that contract by failing to pay Plaintiff when payment was due. Id. ¶¶ 73–99. As a result of this alleged breach, Plaintiff seeks $663,129.84 plus prejudgment interest, incidental and consequential damages, attorney's fees, and taxable costs. Id. ¶ 99. Moreover, like with the RD Town Hollywood Project, Plaintiff also sued the CB Entities for promissory estoppel in the alternative, claiming it relied on the CB Entities’ promise to pay for the lumber and materials when it provided them lumber, which the CB Entities ultimately failed to pay for. Id. ¶¶ 100–03. D. Elan Polo Gardens and Falls Portofino Projects As part of Plaintiff's breach of contract claim regarding the Tuttle Royal Project, Plaintiff avers that some of the lumber ordered for the Tuttle Royale project was diverted to other construction projects the CB Entities were involved with, such as the Elan Polo Gardens and Falls Portofino construction projects. Id. ¶ 90. E. Altis Suncoast Project Concerning the Altis Suncoast Project, Plaintiff sued Defendants Current Builders and CB Structures Services in the alternative for breach of contract for the lumber and materials delivered to the Altis Suncoast project under the contracts for the Town Hollywood and Tuttle Royale projects. Id. ¶ 234. As with the other projects, Plaintiff alleges that it contracted with Defendants Current Builders and CB Structures Services to sell and deliver lumber and materials, but the CB Entities failed to pay the invoices for the Altis Suncoast project, thus breaching the contract. Id. ¶¶ 235–54. As a result of this alleged breach, Plaintiff seeks $224,939.09 plus prejudgment interest, consequential damages, attorney's fees, and taxable costs. Id. ¶ 254. Furthermore, Plaintiff brought a claim under section 713.346, Florida Statutes, claiming Defendants CB Wall Panels and CB Structures Services do not dispute that they owe $224,838.09 for materials Plaintiff delivered for the Altis Suncoast project. Id. ¶¶ 328–35. F. Plaintiff's Claims Against Defendants Frederick Colandreo and Michael Taylor In addition to the numerous claims raised against the CB Entities, Plaintiff also raised three claims against Defendants Colandreo, the CFO of the CB Entities, id. ¶ 142, and Taylor, the new CEO/President of Defendant Current Builder. Id. ¶ 87. Specifically, Plaintiff pled a common law fraud claim, a negligent misrepresentation claim, and a breach of fiduciary duty claim against both Defendant Colandreo and Defendant Taylor. Id. ¶¶ 140–233, 255–327. As the basis for these claims, Plaintiff averred, inter alia, that Defendants Colandreo and Taylor knew or should have known that the CB Entities were insolvent at the time they contracted with Plaintiff and would not be able to make payments purportedly promised to Plaintiff for the delivery of lumber and materials. E.g., id. ¶¶ 179–208. G. Discovery Disputes As part of the ongoing discovery in this case, Plaintiff has filed a Motion to Compel against the CB Entities and another Motion to Compel against Defendants Colandreo and Taylor. DE 80; DE 81. In its Motion against the CB Entities, Plaintiff asks the Court to overrule the CB Entities’ objections to Plaintiff's Second Request to Produce. DE 80. As for its Motion against Defendants Colandreo and Taylor, Plaintiff asks the Court to overrule objections by Defendants Colandreo and Taylor to Plaintiff's First Request to Produce. DE 81. The Court will evaluate each Motion in turn. II. Plaintiff's Motion to Compel as to the CB Entities In its Motion to Compel concerning the CB Entities, Plaintiff seeks to have the CB Entities’ objections to its Requests for Production #1–4, 6–14, and 18–21 overruled. DE 80. Having reviewed the CB Entities’ objections, the Court groups the objections into the following categories: (1) overbreadth objections based on Plaintiff's definition of “Projects”; (2) relevancy, overbreadth, and proportionality objections to producing financial documents; (3) objections based on confidentiality; (4) vagueness objections; (5) privilege objections; and (6) objections to Request for Production #4. The Court will discuss each category in turn. A. Overbreadth Objections Based on Plaintiff's Definition of “Projects” *3 In response to Plaintiff's Requests for Production #1, 6–8, 10, and 19, the CB Entities objected on the sole basis that the Requests were “overly broad in seeking the information for all ‘Projects’ as that term is defined by Plaintiff, as not all ‘Projects’ are put at issue by the claims or defenses in this case.” E.g., DE 80-2 at 3. And in response to Plaintiff's Requests for Production #2, 3, 18, and 20, the CB Entities raised this objection in addition to other categories of objections discussed below. E.g., id. at 3–4. However, as delineated above, all of the “Projects,” as Plaintiff defines that term, have been put at issue by Plaintiff's claims. See DE 80-1 at 4 (Plaintiff defining “Projects” as meaning: “all of Vineland, Hollywood, Tuttle, and Suncoast and (to the extent that materials ordered for those projects were shipped to other projects) Elan Polo Gardens and Falls Portofino projects, and shall mean and include the buildings described in the complaint, including any outbuildings, garages, or the like on the property at that address, and all fixtures and personal property on the lot at that address.”). Because the CB Entities did not provide clarification in their objections as to which particular portion of Plaintiff's definition of “Projects” they found objectionable, the Court asked the CB Entities to explain their position at the May 30 Discovery Hearing. In response to the Court's question, counsel for the CB Entities explained that the Altis Suncoast and Tuttle Royal projects were the main projects at issue and that the other projects represented minor issues in this litigation. Regardless of how the CB Entities view the issues in this litigation, Plaintiff is free to seek discovery on its theory of the case. See, e.g., 8 C. Wright, A. Miller, & R. Marcus, Federal Practice and Procedure § 2011 (3d ed. 2008) (“[A] party is entitled to seek discovery on its theory of the facts and the law, and is not limited in discovery by the opponent's theory.”); Big City Dynasty v. FP Holdings, L.P., 336 F.R.D. 507, 511 (D. Nev. 2020) (same); Wagner Aeronautical, Inc. v. Dotzenroth, No. 21-CV-0994-L-AGS, 2022 WL 198805, at *2 (S.D. Cal. Jan. 20, 2022) (same). Accordingly, seeing as Plaintiff has asserted claims regarding every construction project listed in its definition of “Projects,” the Court overrules the CB Entities’ overbreadth objections based on Plaintiff's definition of “Projects.” Since this is the only objection the CB Entities raised in response to Plaintiff's Requests for Production #1, 6–8, 10, and 19, the CB Entities shall fully respond to these Requests and produce any documents they withheld based on their objections.[1] B. Relevancy, Overbreadth, and Proportionality Objections to Requests for Financial Documents For its Requests for Production #9, 11–14, 18, 20, and 21, Plaintiff sought information concerning the CB Entities’ finances. These Requests sought, respectively: (1) all documents evidencing claims by subcontractors or suppliers for the construction projects at issue that the CB Entities had failed to timely pay for labor or material; (2) state and federal tax returns from January 1, 2022, to the present; *4 (3) monthly income statements and profit and loss statements from January 1, 2022, to the present; (4) balance sheets from January 1, 2022, to the present; (5) all bank statements for accounts held by, or for the benefit of, the CB Entities from January 1, 2022, to the present; (6) all documents and communications between the CB Entities and any other third parties regarding any cash flow problems involving the construction projects at issue or the CB Entities’ inability to pay their liabilities for the construction projects; (7) all delinquent payment notices, past due notices, and notices of default that the CB Entities received from creditors or lenders regarding the construction projects at issue; and (8) all delinquent payment notices, past due notices, and notices of default the CB Entities received from creditors or lenders regarding any other construction projects, besides the ones at issue here, from January 1, 2022, to the present. DE 80-1 at 6–7. In response to these Requests for Production, the CB Entities objected on relevancy, proportionality, and overbreadth grounds, among other grounds discussed herein. DE 80-2 at 7–12. The CB Entities primarily opposed the Requests based on their assertion that the Requests were not pertinent to Plaintiff's allegations concerning the CB Entities’ failure to pay for lumber and materials delivered by Plaintiff. Id. The CB Entities’ framing of the issues in this litigation, however, does not capture all of Plaintiff's claims. As previously explained, Plaintiff has raised fraud claims against the corporate officers of the CB Entities, Defendants Colandreo and Taylor, asserting those officers falsely represented to Plaintiff that the CB Entities could and would pay Plaintiff for lumber and materials when those officers knew or should have known that the CB Entities were insolvent and did not have the financial resources to make the promised payments. See, e.g., DE 65 ¶¶ 140–78 (common law fraud allegation against Defendant Colandreo, the CFO of the CB Entities). At the May 30 Discovery Hearing, counsel for the CB Entities argued that Plaintiff has not raised these fraud claims against the CB Entities and that any documents relevant only to Plaintiff's claims against Defendants Colandreo and Taylor are not discoverable from the CB Entities. However, this Court already addressed and rejected a similar argument in this case when it was raised by Defendant Travelers Casualty and Surety Company of America. See DE 99 at 4 (“[D]iscovery is relevant if it relates to any party's claim or defense, regardless of whether the discovery is relevant to the claims or defenses raised between the requesting party and the responding party.”). Additionally, counsel for the CB Entities argued that the responses to Plaintiff's Requests for Admission have narrowed the issues in this case, contending that those responses established that the applicable payment structure between the parties was “pay when paid,” i.e., the CB Entities would only pay Plaintiff when the CB Entities were paid themselves. However, at this juncture, Plaintiff's claims remain pending as it has pled them. Thus, as previously mentioned, Plaintiff is free to seek discovery on its theory of the case, and it is not limited by the CB Entities’ theory of the case. *5 Lastly, of the Requests for Production addressed under this category, the CB Entities objected to Request #9 alone on the basis of overbreadth as to the time period of the Request, arguing the Request is not limited “to the period of Plaintiff's alleged deliveries.” DE 80-2 at 6. For reference, Request #9 asked for “[a]ll documents evidencing claims by subcontractors or suppliers on the Projects that the CURRENT ENTITIES had failed to timely pay for lumber or material.” Id. As Plaintiff explained at the May 30 Discovery Hearing, insolvency has different measurements and definitions, necessitating documents from an extended period of time to determine at what point, if ever, the CB Entities were insolvent. Therefore, the Court finds that even if this Request encompasses time periods before or after Plaintiff's alleged deliveries, those time periods are still relevant and proportional to the needs of Plaintiff's claims that are based on the CB Entities’ purported insolvency. Accordingly, the Court overrules the CB Entities’ overbreadth, relevancy, and proportionality objections to Plaintiff's Requests for Production #9, 11–14, 18, 20, and 21 but for two exceptions. First, regarding Request #11, which sought the CB Entities’ state and federal tax returns, Plaintiff indicated at the May 30 Discovery Hearing that it was only seeking Schedule “L” for the tax returns. Therefore, the CB Entities need only produce Schedule “L” for the tax returns sought by Request for Production #11. Second, Plaintiff's Request for Production #18 sought all documents and communications between the CB Entities and any other third parties regarding any cash flow problems involving the construction projects at issue or the CB Entities’ inability to pay their liabilities for the construction projects. The CB Entities objected that this Request was “overbroad in scope as it would include communications between Defendants and their counsel.” Id. at 10. The Court construes this objection as a privilege objection rather than an overbreadth objection, and the Court, as discussed below, sustains this privilege objection. C. Confidentiality Objections With its Requests for Production #11, 12, 13, and 14, Plaintiff sought the following documents from the CB Entities: (1) state and federal tax returns from January 1, 2022, to the present; (2) monthly income statements and profit and loss statements from January 1, 2022, to the present; (3) balance sheets from January 1, 2022, to the present; and (4) all bank statements for accounts held by, or for the benefit of, the CB Entities from January 1, 2022, to the present. DE 80-1 at 6–7. In response, the CB Entities objected based on, among other grounds discussed herein, confidentiality. E.g., DE 80-2 at 7 (“Defendants object to this Request as ... it seeks information that is ... confidential ....”). Confidentiality of documents alone, however, is not sufficient to preclude discovery. See, e.g., Adelman v. Boy Scouts of Am., 276 F.R.D. 681, 692 n.5 (S.D. Fla. 2011) (“The Southern District of Florida is not unique in its approach toward discovery and its view that purportedly ‘confidential’ documents are not immune from discovery.”); Horacius v. Richard, No. 23-CV-62149-KMM, 2024 WL 557831, at *1 (S.D. Fla. Jan. 4, 2024) (“Even purportedly confidential documents, if relevant, are not immune from discovery.”); Solidda Grp., S.A. v. Sharp Elecs. Corp., No. 12-24469-CIV-DIMITROULEAS, 2013 WL 12091057, at *2 (S.D. Fla. Mar. 19, 2013) (“The Court [in Adelman] cited the well established principle that under federal law, there is no absolute privilege for trade secrets or other confidential information, and confidential documents are not immune from discovery.”); Shearson Lehman Hutton, Inc. v. Lambros, 135 F.R.D. 195, 198 (M.D. Fla. 1990) (“[I]t appears that the quasi-privilege for tax returns has not been expressly recognized within this Circuit. Rather, the discoverability of tax returns has turned on relevance.”). Having found Requests for Production #11, 12, 13, and 14 to seek relevant documents, the Court overrules the CB Entities’ confidentiality objections. *6 At the May 30 Discovery Hearing, Plaintiff indicated a willingness to agree to a confidentiality or protective order governing the documents produced in response to its Requests for Production. The parties are free to present the Court with a stipulated confidentiality or protective order. D. Vagueness Objections In response to Plaintiff's Requests for Production #2 and 3, the CB Entities raised vagueness objections, claiming the Requests were “vague and ambiguous as [they] fail[ ] to state with reasonable particularity the items requested in [their] use of the word ‘relating.’ ” E.g., DE 80-2 at 3. For reference, Plaintiff's Request for Production #2 asked for: “All documents, correspondence or other communications (including electronic communications) between or among the DEFENDANTSreferring or relating to either the MACSOUTH with respect to the Projects, or the allegations of pleadings filed herein.” DE 80-1 at 4 (emphasis added). And Plaintiff's Request for Production #3 requested: “All documents, correspondence or other communications (including electronic communications) between the DEFENDANTS and any third parties referring or relating to the MACSOUTH with respect to the Projects, or the allegations of pleadings filed herein.” Id. at 5 (emphasis added). The Court cannot understand how the definition of “relating” is in dispute here. The Court is well-versed in discovery disputes and notes that discovery requests frequently use that term; yet, this is the first time a party has argued to the Court that the term “relating” is vague. This Court's Order Setting Discovery Procedures requires a party to first seek clarification from opposing counsel before objecting to a request based on vagueness. DE 35 at 4. Based on the CB Entities’ counsel's answers to the Court's questions at the May 30 Discovery Hearing, it does not appear this occurred. At the May 30 Discovery Hearing, counsel for Plaintiff attempted to clarify what he meant by using the terms “relate” or “relating”—that he is seeking documents, correspondence, or other communications that talk about Plaintiff or the matters alleged in the pleadings—but counsel for the CB Entities only replied that this explanation made things less clear. The Court finds Plaintiff's counsel's explanation to be sufficient, and the Court also finds that the Requests are sufficiently specific for the CB Entities to reasonably understand what is being asked of them. If the CB Entities require further clarification or specifics, the Court expects the parties to be able to work that out amongst themselves. If the parties cannot reach an understanding, the Court directs them to Black's Law Dictionary's definition of the word “related.” See Related, Black's Law Dictionary (11th ed. 2019) (“Connected in some way; having relationship to or with something else.”). The CB Entities also objected to Plaintiff's Request for Production #4, which sought “[a]ll written claims or complaints received by any DEFENDANTS within the last ten (10) years in connection with any construction work or services provided by the CURRENT ENTITIES,” on the grounds that “claims or complaints” is vague and ambiguous. DE 80-2 at 4–5 (emphasis added). At the May 30 Discovery Hearing, counsel for Plaintiff explained that this Request sought communications from any person to the CB Entities saying that there is something wrong with the work or that the individual has not been paid. As for the type of communications being requested, counsel for Plaintiff clarified that “claims” are informal, non-judicial communications, including those made through arbitration, whereas “complaints” are formal, judicial communications. The Court finds this explanation to be sufficient. Again, should the CB Entities need further clarification, the Court expects the parties to be able to confer amongst themselves to reach clarity with respect to the wording of discovery requests. Accordingly, the Court overrules the CB Entities’ vagueness and ambiguity objections to Plaintiff's Requests #2, 3, and 4. E. Attorney-Client Privilege Objections *7 In response to Plaintiff's Requests for Production #3 and 18, the CB Entities objected that the Requests were “overbroad in scope as [they] would include communications between Defendants and their counsel.” E.g., id. at 4. The Court construes these objections as privilege objections rather than overbreadth objections. Plaintiff represented to the Court that it is not challenging any privilege objections or seeking to discover purportedly privileged communications between the CB Entities and their counsel. Therefore, the Court sustains the CB Entities’ privilege objections to Requests for Production #3 and 18 insofar as the CB Entities are not required to produce documents, correspondence, or communications between themselves and their counsel. F. Request for Production #4 For its Request for Production #4, Plaintiff requested: “All written claims or complaints received by any DEFENDANTS within the last ten (10) years in connection with any construction work or services provided by the CURRENT ENTITIES.” Id. at 4. The CB Entities objected that: (1) the 10-year time period is overly broad, and (2) the request is irrelevant, overbroad, unduly burdensome, and not proportional to the needs of the case. Id. at 4–5. Regarding the CB Entities’ objection that the requested time period is overly broad, counsel for Plaintiff acknowledged at the May 30 Discovery Hearing that 10 years was too broad of a time period and agreed to narrow the time period to January 1, 2022, to the present. The Court finds this time period to encompass the relevant time period for this case. Thus, the Court sustains in part the CB Entities’ overbreadth objection to the time period of the Request by narrowing the time frame of the Request to January 1, 2022, to the present. As for the remaining objections to Request #4, Plaintiff explained that it seeks any claims or complaints in order to support its insolvency allegations that form part of its fraud and negligent misrepresentation claims against Defendants Colandreo and Taylor. Based on this explanation, the Court finds that Request #4 sought relevant information and, after narrowing the time frame, is proportional and not unduly burdensome or overly broad. Accordingly, with the exception of the objection to time frame already resolved above, the Court overrules the CB Entities’ objections to Request #4. The CB Entities need only produce responsive documents dating from January 1, 2022, to the present. G. Conclusion For the reasons set forth above, the CB Entities’ objections to Plaintiff's Requests for Production #1, 2, 6–10, 12–14, and 19–21 are overruled. The CB Entities shall fully respond to these Requests and produce any documents they withheld based on their objections. For Requests for Production #3 and 18, the Court overrules all of the CB Entities’ objections except for their privilege objections. The CB Entities need not produce any documents that include communications between themselves and their counsel. Regarding Request for Production #4, the Court overrules the CB Entities’ overbreadth as to scope, burdensomeness, relevancy, and proportionality objections, but the Court sustains in part their overbreadth objection as to the requested time period. The CB Entities need only produce responsive documents from January 1, 2022, to the present. Lastly, as for Request for Production #11, the CB Entities’ objections are overruled, but, per Plaintiff's explanation, the CB Entities need only produce Schedule “L” for the tax returns sought by this Request. H. Plaintiff's Request for Attorney's Fees Plaintiff did not move for fees in its Motion to Compel, DE 80, but it requested fees in its reply, arguing the CB Entities’ response to its Motion shows that the CB Entities’ objections are not substantially justified. DE 87 at 3. However, when a court grants in part and denies in part a motion to compel, as the Court does here, Federal Rule of Civil Procedure 37(a)(5)(C) does not mandate an award of attorney's fees. See Fed. R. Civ. P. 37(a)(5)(C) (“If the motion is granted in part and denied in part, the court may ... after giving an opportunity to be heard, apportion the reasonable expenses for the motion.” (emphasis added)); Manhattan Constr. Co. v. Phillips, No. 1:09-CV-1917-WSD-AJB, 2011 WL 13214355, at *24 (N.D. Ga. May 11, 2011) (“Unlike the other provisions of the rule (with respect to motions that are granted or denied in their entirety), [Rule 37(a)(5)(C)] is permissive, not mandatory.”); Ge v. Dun & Bradstreet, Inc., No. 615-CV-1029-ORL-41GJK, 2017 WL 10059004, at *6 (M.D. Fla. Jan. 4, 2017) (“Rule 37(a)(5) also grants the Court discretion to apportion reasonable expenses for the Motion if necessary.” (citing Fed. R. Civ. P. 37(a)(5)(C))). The Court, in its discretion, denies Plaintiff's request for attorney's fees. III. Plaintiff's Motion to Compel as to Defendants Colandreo and Taylor *8 In Plaintiff's Motion to Compel regarding Defendants Colandreo and Taylor, Plaintiff seeks to overrule their objections to Plaintiff's Requests for Production #1–22, 24, 27–29, 31–40, and 44–47. The Court, after reviewing Defendants Colandreo and Taylor's objections, groups the objections into the following categories: (1) objections based on Plaintiff's definition of “Projects,” (2) objections to producing financial documents for the CB Entities, (3) confidentiality objections, (4) vagueness objections, (5) privilege objections, and (6) objections to various groups of Requests for Production. The Court will discuss each category in turn. As an initial matter, Defendants Colandreo and Taylor's response to Plaintiff's Motion to Compel argues that the Motion to Compel is “premature until the Court rules on the Defendants’ motion to dismiss.” DE 86 at 1. Since discovery has not been stayed in this case pending a resolution of that motion to dismiss, discovery must proceed, and the Court expects the parties to continue to meet their discovery obligations. A. Objections Based on Plaintiff's Definition of “Projects” Like the CB Entities, Defendants Colandreo and Taylor raised objections concerning Plaintiff's definition of “Projects.” Specifically, Defendants Colandreo and Taylor objected to Plaintiff's Requests for Production #1–7, 27–29, 31–34, 36, and 44–46 claiming “Projects,” as defined by Plaintiff, was overly broad as “not all ‘Projects’ are put at issue by the claims or defenses.” E.g., DE 81-2 at 3. For Requests for Production #6, 7, 27, 28, 31–34, 36, and 45, this is the only objection Defendants Colandreo and Taylor raised. E.g., id. at 7. Because Plaintiff's definition of “Projects” is the same as the definition it provided to the CB Entities, see DE 81-1 at 4; DE 80-1 at 4, the Court's reasoning and ruling are the same as previously stated. Accordingly, Defendants Colandreo and Taylor's overbreadth objections to Plaintiff's definition of “Projects” are overruled. Since this is the only objection raised for Plaintiff's Requests for Production #6, 7, 27, 28, 31–34, 36 and 45, Defendants Colandreo and Taylor shall fully respond to these Requests and provide any documents they withheld on the basis of their objection.[2] B. Objections to Producing Financial Documents for the CB Entities In addition to the Requests propounded upon the CB Entities, Plaintiff also requested documentation from Defendants Colandreo and Taylor regarding the finances of the CB Entities. Most of the Requests sought the same information as that sought from the CB Entities, but some of Plaintiff's Requests sought additional information. More specifically, with Requests for Production #12, 14, 19, 35, 37–40, 44, and 46–47, Plaintiff asked for, respectively: (1) bank statements, cash flow statements, financial statements, and revenue and expense records for the CB Entities which show funds and assets available to the CB Entities during the period of January 1, 2023, to June 15, 2023, and which Defendants Colandreo or Taylor read, saw, or referred to in connection with any communication with Plaintiff; (2) all documents which identify, refer, or relate to all obligations of the CB Entities to make payments that were past due or came due between January 1, 2023, and June 15, 2023, and which Defendants Colandreo or Taylor read, saw, or referred to in connection with any communication with Plaintiff; *9 (3) all documents read or received by Defendants Colandreo or Taylor from January 1, 2023, to the present, which refer or relate to the CB Entities’ sureties lending funds, advancing funds, or paying subcontractors or suppliers on behalf of the CB Entities and the amounts of such loans, advances, or payments; (4) all documents evidencing claims by subcontractors or suppliers for the construction projects at issue that the CB Entities had failed to timely pay for labor or material; (5) state and federal tax returns from January 1, 2022, to the present; (6) monthly income statements and profit and loss statements from January 1, 2022, to the present; (7) balance sheets from January 1, 2022, to the present; (8) all bank statements for accounts held by, or for the benefit of, the CB Entities from January 1, 2022, to the present; (9) all documents and communications between the CB Entities or Defendants Colandreo and Taylor and any third parties regarding any cash flow problems involving the construction projects at issue; (10) all delinquent payment notices, past due notices, and notices of default that the CB Entities received from creditors or lenders regarding the construction projects at issue; and (11) all delinquent payment notices, past due notices, and notices of default that the CB Entities received from creditors or lenders regarding any other construction projects, besides the ones at issue here, from January 1, 2022, to the present. DE 81-2 at 8–26. In response to these Requests, Defendants Colandreo and Taylor objected on relevancy, overbreadth, and proportionality grounds, among other objections discussed herein. E.g., id. Like the CB Entities, Defendants Colandreo and Taylor argue that these financial documents are not relevant to Plaintiff's allegations concerning the CB Entities’ failure to pay for deliveries of lumber and materials, but this argument ignores Plaintiff's fraud, negligent misrepresentation, and breach of fiduciary duty claims that Plaintiff has levied against Defendants Colandreo and Taylor. Accordingly, for the same reasons as the Court overruled the CB Entities’ similar objections, the Court overrules Defendants Colandreo and Taylor's relevancy, overbreadth, and proportionality objections to Plaintiff's Requests for Production #12, 14, 19, 35, 37–40, 44, and 46–47. However, since Plaintiff explained that it only seeks Schedule “L” for the CB Entities’ tax returns, Defendants Colandreo and Taylor need only produce Schedule “L” for the tax returns sought by Request #37. C. Confidentiality Objections Similar to the CB Entities, Defendants Colandreo and Taylor raised confidentiality objections to Plaintiff's Requests for Production #12, 14–22, 24, and 37–40. E.g., id. at 9. As previously discussed, confidentiality alone is insufficient to preclude discovery. Therefore, the Court overrules Defendants Colandreo and Taylor's confidentiality objections. At the May 30 Discovery Hearing, Plaintiff indicated a willingness to agree to a confidentiality or protective order governing the documents produced in response to its Requests for Production. The parties are free to present the Court with a stipulated confidentiality or protective order. D. Vagueness Objections Defendants Colandreo and Taylor raised numerous vagueness objections in response to Plaintiff's Requests for Production. Specifically, for Requests #4, 5, 9–11, 17–22, 24, and 29, Defendants Colandreo and Taylor objected to the Requests’ use of the terms “relate” and “relating,” insofar as the Requests asked for documents that “refer or relate” or documents “referring or relating” to a topic. E.g., id. at 5. For the same reasons stated above for the CB Entities’ vagueness objections based on Plaintiff's use of the term “relating,” the Court overrules Defendants Colandreo and Taylor's vagueness objections to Plaintiff's use of the terms “relate” and “relating.” *10 In addition to their vagueness objections to Plaintiff's use of the terms “relate” and “relating,” Defendants Colandreo and Taylor also raised vagueness objections to Request #8 (objecting to term “witness” as vague since “this is not a slip and fall type of case”), Request #12 (objecting to use of the phrase “assets and funds available”), Request #13 (objecting to use of the term “claims”), and Request #30 (objecting to phrase “claims or complaints”). Id. at 7–20. However, for each of these Requests, Defendants Colandreo and Taylor merely stated, in a conclusory manner, that the Request's use of the phrase or term is vague and ambiguous. Per this Court's Order Setting Discovery Procedures, the Court finds these vagueness objections to be meritless, given Defendants Colandreo and Taylor's failure to explain why the phrase or term is vague. See DE 35 at 4 (“Objections stating that a discovery request is ‘vague, overly broad, or unduly burdensome’ are, standing alone, meaningless and will be found meritless by this Court.”). Concerning Request for Production #8, counsel for Plaintiff clarified at the May 30 Discovery Hearing that by using the word “witness,” he was referring to all witnesses, fact or expert. The Court finds this clarification to be sufficient and something that the parties could have resolved before bringing this dispute to the Court. E. Attorney-Client Privilege Objections Plaintiff's Request for Production #29 asked for: “All Documents, correspondence or other communications (including electronic communications) between the Defendants and any third parties referring or relating to the Plaintiff with respect to the Projects, or to the allegations of pleadings filed herein.” DE 81-2 at 19. As one of the objections they raised, Defendants Colandreo and Taylor objected to this Request “to the extent it seeks to invade the attorney/client privilege.” Id. Additionally, Plaintiff's Request for Production #44 sought all documents and communications between the CB Entities or Defendants Colandreo and Taylor and any third parties regarding any cash flow problems involving the construction projects at issue. Defendants Colandreo and Taylor objected on overbreadth grounds, claiming the Request called for communications between themselves and their counsel. Id. at 25. Again, the Court construes this objection to be a privilege objection rather than an overbreadth objection. At the May 30 Discovery Hearing, Plaintiff disclaimed any attempt to seek communications protected by the attorney-client privilege. Accordingly, the Court sustains Defendants Colandreo and Taylor's privilege objections to Requests #29 and 44. Defendants Colandreo and Taylor need not produce any documents protected by the attorney-client privilege in response to these Requests. F. Objections to Requests for Production #1–5 For its Requests for Production #1–5, Plaintiff sought all “documents read or received” by Defendants Colandreo and Taylor “from January 1, 2023 to the present”: (1) in which any person the CB Entities asked to make payment for the lumber and materials sold by Plaintiff refused to make payment; (2) in which any person the CB Entities asked to make payment for the lumber and materials sold by Plaintiff agreed to make payment or actually made payment; (3) which refer, relate to, identify, or allege any defect in the lumber and other material sold by Plaintiff for the construction projects; (4) which refer or relate to any rejection or revocation of acceptance of lumber sold by Plaintiff for the construction projects; and (5) which refer, relate to, or assert that the lumber sold by Plaintiff for the construction projects was delivered late, was delivered to the wrong place, or was otherwise not in accordance with the contract. Id. at 3–6. Along with other objections discussed herein, Defendants Colandreo and Taylor objected to these Requests for Production on the grounds that: (1) it is unduly burdensome for them to attempt to determine what documents they read or received during the requested time period; (2) the time period is overly broad in seeking documents past the initiation of litigation; and (3) the Requests sought irrelevant information and are disproportional to the needs of this case. Id. *11 The Court overrules Defendants Colandreo and Taylor's burdensomeness objections based on the Requests’ specification that the documents sought are those that were “read or received” by them. Although counsel for Defendants Colandreo and Taylor argued this “read or received” specification is improper for a request for production, counsel for Defendants Colandreo and Taylor indicated that these requests should instead have been posed as an interrogatory or a question asked during a deposition. But the Court fails to see how that would reduce Defendants Colandreo and Taylor's burden. Either these Defendants must determine what documents they read or received in order to respond to Plaintiff's Requests for Production, or these Defendants must determine what documents they read or received in order to respond to an interrogatory or prepare for questioning at a deposition. Thus, the burden remains the same regardless of the manner in which Defendants Colandreo and Taylor are asked to identify the documents they read or received. Consequently, Defendants Colandreo and Taylor have not convinced the Court that it is unduly burdensome for them to respond to these Requests for Production.[3] Regarding Defendants Colandreo and Taylor's overbreadth objections based on the time period of the Requests, the Court finds that the time periods for the Requests are overly broad. Defendants Colandreo and Taylor objected to the time period of the Requests addressed under this category because the Requests sought “documents past the filing of this litigation.” E.g., id. At the May 30 Discovery Hearing, counsel for Plaintiff indicated that he was seeking the documents responsive to these Requests to determine Defendants Colandreo and Taylor's state of mind when they acted as Plaintiff alleges in its Corrected Second Amended Complaint. The Court does not see how documents Defendants Colandreo and Taylor read or received post-initiation of litigation would be relevant to this determination. Therefore, the Court will narrow the time periods of the Requests to January 1, 2023, to January 4, 2024, the date Plaintiff initiated litigation. Lastly, concerning Defendants Colandreo and Taylor's relevancy and proportionality objections, the Court finds that only Requests #1 and 2 sought relevant information and are proportional to the needs of this case. Requests #1 and 2 sought documents where the CB Entities asked someone to pay for lumber and materials delivered by Plaintiff and that person either refused or agreed to pay for the lumber and materials. The Court finds these topics relevant to Plaintiff's insolvency allegations that form part of its fraud and negligent misrepresentation claims against Defendants Colandreo and Taylor. The Court further finds Requests #1 and 2 to be proportional to the needs of this case. As for Requests #3–5, the Court finds that these Requests did not seek relevant information. These three Requests asked for all documents read or received by Defendants Colandreo and Taylor which referred or related to defects in the lumber and material delivered by Plaintiff, rejections of any lumber and material delivered by Plaintiff, and any other problems with Plaintiff's deliveries, such as the timeliness or location of the delivery. If the CB Entities or Defendants Colandreo and Taylor raised a breach of contract defense arguing that Plaintiff breached the contracts before any alleged breach on their part, thus relieving them from their obligations to Plaintiff under the contracts, the Court could envision Requests #3–5 as being relevant. However, the CB Entities have not raised such a defense, see DE 73, and neither have Defendants Colandreo or Taylor, seeing as they have not answered Plaintiff's Corrected Second Amended Complaint yet in light of their motion to dismiss. Plaintiff also does not explain the relevancy of these Requests in its briefing; thus, the relevancy of these Requests remains unclear to the Court. See DE 81; DE 88. *12 Accordingly, the Court overrules Defendants Colandreo and Taylor's burdensomeness, relevancy, and proportionality objections to Plaintiff's Requests for Production #1–2. However, the Court sustains in part Defendants Colandreo and Taylor's objections as to the time period of the Requests. Defendants Colandreo and Taylor need only produce responsive documents from January 1, 2023, to January 4, 2024. Regarding Plaintiff's Requests for Production #3–5, the Court sustains Defendants Colandreo and Taylor's relevancy objections. Defendants Colandreo and Taylor need not respond to Requests for Production #3–5. G. Objections to Request for Production #13 For its Request for Production #13, Plaintiff sought: “All documents created by, or in the possession of, COLANDREO or TAYLOR, which identify, refer or relate to claims, demands and lawsuits by any persons against CURRENT ENTITIES, pending or presented between January 1, 2023, to June 15, 2023.” DE 81-2 at 9. Among other objections discussed herein, Defendants Colandreo and Taylor objected that the Request: (1) was overly broad in time because it sought information for “pending” matters regardless of when the matter began, (2) was overly broad in scope since it did not relate to the projects at issue, and (3) sought information that was not relevant to any party's claims or defenses. Id. at 9–10. One of Plaintiff's claims is that, based on Defendants Colandreo and Taylor's allegedly fraudulent statements, Plaintiff agreed to forbear litigation against the CB Entities, and, within the time Plaintiff agreed to forbear initiating litigation, other creditors of the CB Entities sued the CB Entities. DE 65 ¶ 284. Therefore, Plaintiff asserts that it was damaged by Defendants Colandreo and Taylor's fraudulent statements because its forbearance allowed other creditors to obtain a priority over any judgment or recovery Plaintiff can now receive. Id. As such, the Court finds that this Request about lawsuits or claims by other creditors sought relevant information and is proportional to Plaintiff's claims. Accordingly, the Court overrules Defendants Colandreo and Taylor's overbreadth, burdensomeness, relevancy, and proportionality objections. H. Objections to Requests for Production #15 and 16 For Requests for Production #15 and 16, Plaintiff sought agreements between the CB Entities and Defendants Colandreo and Taylor which called for Defendants Colandreo or Taylor to be compensated based on the profitability of any of the CB Entities for the year 2023. DE 81-2 at 11.[4] Defendants Colandreo and Taylor objected on the bases of relevance and proportionality, in addition to other objections discussed herein. Id. Plaintiff contends in its Motion to Compel that the discovery sought by these Requests is relevant to the extent it could demonstrate that Defendants Colandreo and Taylor were financially motivated to make false statements in order to obtain Plaintiff's agreement to forestall a lawsuit or the imposition of a lien on a construction project and to accept a delayed payment. DE 81 at 2. Because, according to Plaintiff, its agreement to forestall a lawsuit or the imposition of a lien and to accept a delayed payment would purportedly make the CB Entities appear to be in a better financial situation than they actually were, which would be to the financial benefit of Defendants Colandreo and Taylor if they received compensation based on some measurement of the CB Entities’ profitability. Id. The Court agrees with Plaintiff's relevancy arguments. Thus, the Court finds that these two Requests sought information that is relevant to Plaintiff's fraud and negligent misrepresentation claims against Defendants Colandreo and Taylor, and the Court overrules Defendants Colandreo and Taylor's relevancy and proportionality objections to these Requests. I. Objections to Requests for Production #17 and 18 *13 For its Requests for Production #17 and 18, Plaintiff requested all documents referring or relating “to any of the matters described in ¶¶ 12–14” which Defendants Colandreo and Taylor had in their possession or control or had access to within 10 days before several phone calls and a Zoom meeting with Plaintiff. DE 81-2 at 11–13. Among other objections discussed herein, Defendants Colandreo and Taylor objected on relevancy and proportionality grounds, in addition to arguing that the Requests “seek[ ] to have Defendants admit certain allegations as true.” Id. Since these Requests asked for the same information already sought by Plaintiff's Requests for Production #12–14, which Plaintiff acknowledged at the May 30 Discovery Hearing, the Court finds Requests #17 and 18 to be duplicative. Accordingly, the Court DENIES WITHOUT PREJUDICE Plaintiff's Motion to Compel as to Requests for Production #17 and 18. J. Objections to Requests for Production #20–22 and 24 With these four Requests, Plaintiff sought information concerning the Altis Suncoast project. In particular, Request #20 sought: “All documents which refer or relate to funds to be received from the Suncoast Project, or its owner, or general contractor, which MICHAEL TAYLOR had in his possession or control, or had access to at or within 10 days before” certain phone calls and a Zoom meeting between Defendant Taylor and Plaintiff. Id. at 14. Request #22 sought the same information from Defendant Colandreo. See id. at 16. Request #21 asked for: “All documents which refer or relate to funds to be received from the Suncoast Project, or its owner, or general contractor, which COLANDREO or TAYLOR read, saw, or referred to in connection with any communication with MACSOUTH between January 1, 2023, and June 15, 2023.” Id. at 15. Finally, Request #24 sought: “All documents which refer, relate to or document payment from the general contractor on the Suncoast Project to the CURRENT ENTITIES in 2022-2024.” Id. at 17. Defendants Colandreo and Taylor's objections to these Requests include irrelevancy, disproportionality, and overbreadth, among other objections discussed herein. E.g., id. at 15. Plaintiff contends these objections should be overruled because its Corrected Second Amended Complaint alleges “TAYLOR told MACSOUTH that payments would be made to MACSOUTH from funds to be received from the Suncoast Project,” but Plaintiff believes “TAYLOR knew that, at the [time] of those statements, CURRENT would not be paid any more funds from the Suncoast Project.” DE 81 at 3. Plaintiff alleges in the Corrected Second Amended Complaint that Defendant Taylor made these representations during a May 11, 2023 Zoom meeting and a June 7, 2023 phone call. See, e.g., DE 65 ¶¶ 268–70 (allegation that Defendant Taylor informed Plaintiff during a May 11, 2023 Zoom meeting that the CB Entities would pay Plaintiff for the Altis Suncoast project in four weeks after payment on the project); ¶ 320 (“On June 7, 2023, during a telephone call among TAYLOR and MACSOUTH management, TAYLOR told MACSOUTH that checks would be cut to MACSOUTH to pay the debt for the Altis Suncoast lumber within ten (10) days.”). Therefore, the Court finds that Plaintiff has put at issue when the CB Entities would receive funds or payments from the Altis Suncoast project and what and when Defendant Taylor knew about those funds or payments. Accordingly, the Court overrules Defendants Colandreo and Taylor's relevancy, proportionality, and overbreadth objections to Plaintiff's Requests for Production #20–22 and 24. K. Plaintiff's Request for Attorney's Fees *14 Although Plaintiff did not move for fees in its Motion to Compel, DE 81, it did request fees in its reply, arguing Defendants Colandreo and Taylor's response to its Motion demonstrates that their objections are not substantially justified. DE 88 at 3. Since the Court is granting in part and denying in part Plaintiff's Motion to Compel as to Defendants Colandreo and Taylor, the Court is not required to award Plaintiff its fees. See Fed. R. Civ. P. 37(a)(5)(C) (“If the motion is granted in part and denied in part, the court may ... after giving an opportunity to be heard, apportion the reasonable expenses for the motion.” (emphasis added)); Manhattan Constr. Co., 2011 WL 13214355, at *24 (“Unlike the other provisions of the rule (with respect to motions that are granted or denied in their entirety), [Rule 37(a)(5)(C)] is permissive, not mandatory.”); Ge, 2017 WL 10059004, at *6 (“Rule 37(a)(5) also grants the Court discretion to apportion reasonable expenses for the Motion if necessary.” (citing Fed. R. Civ. P. 37(a)(5)(C))). In its discretion, the Court denies Plaintiff's request for fees. L. Conclusion In summation, the Court overrules Defendants Colandreo and Taylor's objections to Plaintiff's Requests for Production #6–16, 19–22, 24, 27, 28, 31–40, and 45–47. Defendants Colandreo and Taylor shall fully respond to these Requests and produce any documents they withheld based on their objections. However, for Request for Production #37, Defendants Colandreo and Taylor need only produce Schedule “L” for the tax returns. For Plaintiff's Requests for Production #1–2, the Court sustains in part Defendants Colandreo and Taylor's objections insofar as they only need to produce responsive documents from January 1, 2023, to January 4, 2024. The Court sustains Defendants Colandreo and Taylor's relevancy objections to Requests #3–5. As for Requests for Production #29 and 44, the Court only sustains Defendants Colandreo and Taylor's privilege objections, and they need not produce any documents protected by the attorney-client privilege. Lastly, the Court DENIES WITHOUT PREJUDICE Plaintiff's Motion to Compel as to Requests #17 and 18. IV. Conclusion For the foregoing reasons, Plaintiff's Motion to Compel as to the CB Entities [DE 80] is GRANTED IN PART AND DENIED IN PART. Plaintiff's Motion to Compel as to Defendants Colandreo and Taylor [DE 81] is also GRANTED IN PART AND DENIED IN PART. The CB Entities and Defendants Colandreo and Taylor shall respond to Plaintiff's Requests for Production, as set forth herein, within 14 days of this Order. DONE AND ORDERED in Chambers at Fort Lauderdale, Florida, this 11th day of June, 2024. Footnotes [1] After objecting to each of these Requests for Production, the CB Entities indicated that they would “produce those documents [they] identif[y] as responsive for those projects for which Plaintiff has alleged in its Amended Complaint that it entered contracts to make deliveries or responsive to the allegations of the pleadings.” E.g., DE 80-2 at 3. [2] Defendants Colandreo and Taylor objected to these Requests but stated that they would “produce those documents [they] identify as responsive for those projects which Plaintiff has alleged in its Amended Complaint that it entered contracts to make deliveries.” E.g., DE 81-2 at 7. [3] The Court also notes that this Court's Order Setting Discovery Procedures requires “a statement (generally an affidavit) with specific information demonstrating how the request is overly burdensome.” DE 35 at 4. Defendants Colandreo and Taylor have not produced such a statement. [4] Plaintiff clarified at the May 30 Discovery Hearing that Request #16 contains a typo. Instead of stating “All agreements between CURRENT ENTITIES and MICHAEL TAYLOR which call for MICHAEL TAYLOR,” the Request mistakenly says “All agreements between CURRENT ENTITIES and MICHAEL TAYLOR which call for FREDERICK COLANDREO ....” Id. After receiving clarification from Plaintiff, the Court expects Defendants Colandreo and Taylor to respond to Request #16 based on Plaintiff's clarification—specifically, that Request asks for agreements concerning whether Defendant Taylor was compensated based on the profitability of the CB Entities.