MIRELA USELMANN, et al., Plaintiffs, v. RAZVAN POP, et al., Defendants Civil Action No. 19-13652 United States District Court, E.D. Michigan, Southern Division Filed February 06, 2024 Grand, David R., United States Magistrate Judge ORDER ON PLAINTIFFS' PENDING DISCOVERY MOTIONS (ECF Nos. 90, 97, 102) *1 This case was commenced on December 11, 2019, as a putative class action by plaintiffs Mirela Uselmann, d/b/a Sapphire Trucking, Inc., Gabriel Biclea, d/b/a MB Trucking, Inc., Ion Gutu, d/b/a GPA Trucking, Inc., and Dumitru Marius Rendenciuc, d/b/a DMR Express, Inc. (collectively, “Plaintiffs”) against defendants Razvan Pop, Maria Pop, RSP Express Inc. (“RSP”), NA Truck Repair, LLC, and two John Doe corporations (collectively, “Defendants”). Plaintiffs are independent truck owner-operators who contracted with defendant RSP to transport freight for third-party shippers between 2006 and 2015. Plaintiffs allege that for each job, the third party would pay the transport fee directly to RSP, and, pursuant to their contracts with RSP, RSP would pay “80 (%) percent of the gross revenues (after allowable deductions as provided [in the contracts]) received by [RSP] from [the third party] for the transportation of any freight by [the owner-operator].” (ECF No. 19, PageID.571). Plaintiffs allege that RSP systematically shorted them by fraudulently disclosing to them inaccurate “gross revenue” figures from the transportation jobs. Specifically, Plaintiffs contend that instead of disclosing to the owner-operator the actual gross revenue RSP received from a particular job, defendant Pop instructed his dispatchers to disclose a lower amount. RSP would then mail “settlement statements” to Plaintiffs once they completed the delivery. These settlement statements contained a gross revenue figure that matched what Pop had instructed his dispatchers to disclose rather than RSP's actual gross revenue. Plaintiffs contend that because RSP intentionally misrepresented the gross revenue figures, the settlement statements were “fraudulent.” Further, Plaintiffs contend that RSP's mailing of the settlement statements to Plaintiffs were predicate acts giving rise to RICO liability. Plaintiffs' operative amended complaint asserts claims for Civil RICO, in violation of 18 U.S.C. § 1964(c), based on RSP's above-described “mail fraud” (Count I), breach of contract (Count III), unjust enrichment/quantum meruit (Count IV), promissory estoppel (Count V), and conversion (Count VI), which claims have survived Defendants' summary judgment motion (ECF Nos. 19, 75).[1] Additionally, on January 27, 2023, the Court granted Plaintiffs' motion for class certification, certifying a class of “all owner-operators who contracted with Defendants from January 1, 2011, to January 1, 2015.” (ECF No. 83, PageID.2916). On May 11, 2023, a class notice plan was approved by stipulated order which gave potential class members until approximately August 15, 2023 (45 days after the final newspaper notice), to opt in to the class. (ECF No. 87). The stipulated order also provided that “discovery shall be re-opened over class-wide allegations for a period of six (6) months following expiration of [the] forty-five (45) day opt out period.” (Id.). *2 Plaintiffs have recently filed three discovery motions that have been referred to the undersigned: • Motion for Protection Concerning Discovery to Absent Class Members (ECF No. 90); • Motion to Compel Forensic Examination of Dr. Dispatch (ECF No. 97); and • Motion to Compel Production of Documents (ECF No. 102). The motions are all fully briefed. On October 11, 2023, the Court heard oral argument on the motion related to the absent class member discovery (the other motions weren't filed as of that time). With the Court's permission, both parties filed supplemental briefs on that motion (ECF Nos. 96, 99). The three motions are now ripe for resolution, and the Court finds that it may properly resolve them without any additional hearings. Plaintiffs' Motion for Protection Concerning Discovery to Absent Class Members (ECF No. 90) On August 23, 2023, Defendants served Plaintiffs with interrogatories and requests for production of documents directed to the absent class members. The discovery requests were, to say the least, extensive in both breadth and scope – 13 interrogatories (some with multiple subparts) and 80 requests for production. Many of the discovery requests were clearly ill-suited for answering by absent class members, such as ones asking for their “trial plan” (Interrogatory No. 7), “damages methodology” (Interrogatory No. 8), and expert witness disclosures (Interrogatory No. 12). (ECF No. 90-2). That led Plaintiffs to file their instant motion for “entry of an Order preventing Defendants from obtaining discovery from absent class members.” (ECF No. 90, PageID.2990). Defendants responded by paring down the discovery requests to 6 interrogatories and 25 requests for production of documents. (ECF No. 94-4, 94-5). Still, the parties dispute whether even those are properly directed to absent class members. Legal Standards “Discovery of absent class members is not warranted as a matter of course.” Groth v. Robert Bosch Corp., 2008 WL 2704709 at * 1 (W.D. Mich. July 9, 2008) (citing Brennan v. Midwestern Life Ins. Co., 450 F.2d 999, 1005 (7th Cir. 1971)). Indeed: When engaged in class action litigation, parties may not unilaterally propound discovery requests on absent class members without first making a showing of particularized need to the Court. “Subjecting unnamed class members to discovery is generally not permitted.” Boynton v. Headwaters, Inc., No. 1-02-1111, 2009 WL 3103161, at *1 (W.D. Tenn. Jan. 30, 2009); see also Collins v. Int'l Dairy Queen, 190 F.R.D. 629, 630 (M.D. Ga. 1999) (“Generally speaking, ‘an absent class-action plaintiff is not required to do anything[.]’ ” (quoting Phillips Petroleum Co. v. Shutts, 472 U.S. 797, 810 & n.2 (1985))). Courts have recognized that “[r]equiring absent class members to respond to discovery threatens to turn a class suit into an ‘opt in’ procedure rather than an ‘opt out’ mechanism” and can undermine the efficiency embodied by Rule 23. Newberg on Class Actions § 9:11 (5th ed.) (providing overview and collecting cases). “The party seeking discovery of unnamed class members bears the burden of proof as to why the discovery is necessary.” Boynton, 2009 WL 3103161, at *1. To justify such discovery, defendants must establish a “particularized need” for the information requested. In re Carbon Dioxide Indus. Antitrust Litig., 155 F.R.D. 209, 212 (M.D. Fla. 1993). Courts have required defendants to prove that: (1) the discovery is not designed to take undue advantage of class members or to reduce the size of the class, (2) the discovery is necessary, (3) responding to the discovery requests would not require the assistance of counsel, and (4) the discovery seeks information that is not already known to the defendants. See, e.g., Cox v. Am. Cast Iron Pipe Co., 784 F.2d 1546, 1556 (11th Cir. 1986); Clark v. Universal Builders, 501 F.2d 324, 340-41 (7th Cir. 1974); see also Newberg on Class Actions § 9:13 (5th ed.). A similar multifactor test has also been used by other courts, which require the party seeking discovery to prove that information sought (1) is not sought with the purpose or effect of harassment or altering membership of the class; (2) is directly relevant to common questions and unavailable from the representative parties; and (3) is necessary at trial of issues common to the class. See, e.g., Dellums v. Powell, 566 F.2d 167, 187 (D.C. Cir. 1977); On the House Syndication, Inc. v. Federal Exp. Corp., 203 F.R.D. 452, 456 (S.D. Cal. 2001). *3 Egana v. Blair's Bail Bonds, Inc., No. CV 17-5899, 2018 WL 10593649, at *4 (E.D. La. May 29, 2018). In light of these standards, it is not surprising that “[i]n balancing a defendant's need to conduct discovery against the goals of a class suit, most courts have found that ‘discovery from absent class members is not forbidden but rather is disfavored.’ ” 3 Newberg on Class Actions, § 9.11 (5th ed.) See, e.g., Garden City Employees' Retirement System v. Psychiatric Solutions, Inc., 2012 WL 4829802 at * 2 (M.D. Tenn. Oct. 10, 2012) (noting that “courts have ruled that discovery of absent class members, while not forbidden, is rarely permitted”); Hurt v. Commerce Energy, Inc., 2014 WL 3615807 at * 5 (N.D. Ohio July 21, 2014) (“Generally, absent class members in a Rule 23 class action are not subject to discovery”); J.B.D.L. Corp. v. Wyeth-Ayerst Labs., Inc., 2004 WL 7081790 at * 4 (S.D. Ohio June 7, 2004) (noting that “discovery from absent members of a class should be sharply limited and allowed only on a strong showing of justification”)”; Stephenson v. Fam. Sols. of Ohio, Inc., No. 1:18CV2017, 2022 WL 597261, at *6 (N.D. Ohio Feb. 28, 2022). Consequently, as the Groth court explained, “[a] defendant must receive leave of court to conduct discovery of absent class members.” See Groth, 2008 WL 2704709 at *1. See also In re Skelaxin Antitrust Litig., 292 F.R.D. 544, 550 (E.D. Tenn. 2013) (“in a class action, even a putative class action, the party seeking discovery from an unnamed class member must ... first seek permission from the court”); In re Behr Dayton Therman Products, LLC, 2013 WL 12177803 at * 2 (S.D. Ohio March 29, 2013) (“a defendant must receive leave of court to conduct discovery of absentee class members.”). Defendants Did Not Obtain Leave for the Discovery They Served Defendants argue that the stipulated “Order Approving Plaintiffs' Proposed Plan for Providing Notice to Class Members” (ECF No. 87) and the Class Notice itself (ECF No. 94-2) constitute the “leave” they needed to pursue absent class member discovery. (ECF No. 94, PageID.3046). The Court's order approving the proposed notice plan provides that “discovery shall be re-opened over class-wide allegations for a period of six (6) months following expiration of forty-five (45) day opt out period.” (ECF No. 87, PageID.2966). In turn, the Notice advised absent class members that if they did not “opt-out” of the class, they would “participate in the class action lawsuit as a class member, [ ] [and] may be required to respond to written questions pertaining to your claims, to produce documents that support your claims, and to testify as a witness during a deposition and/or at the trial.” (ECF No. 94-2, PageID.3093). Thus, the parties expressly contemplated at least some potential discovery from absent class members related to their claims. But the Court disagrees with Defendants that the Order and Notice gave them free rein to serve whatever discovery they wanted without first obtaining court approval. And one need look no further than the initial absent class member discovery requests Defendants served to understand why formal Court approval is required. As explained above, see supra at 3-4, those initial requests were excessive and some were so clearly ill-suited to be answered by absent class members that their service on that group reflects a lack of thought about the entire exercise. And, as discussed below, many of the other requests (even as revised) appear more designed to harass the absent class members than to obtain information needed by the Defendants to defend this case. Even if Defendants Had Leave, They Failed to Show a “Particularized Need” for the Revised Discovery Requests *4 Even if the Court construed the Court Order and Notice as giving Defendants leave to serve their revised discovery requests, Defendants still fail to show that the discovery is justified under the standards discussed above. For the most part, the revised discovery requests are still excessive and harassing in nature, giving the absent class members busywork to find documents and information for which Defendants have not shown a need. For example, in their revised interrogatories, Defendants ask the absent class members to identify: their names, addresses, and occupations, when their occupations are irrelevant and Defendants are the ones who gave the absent class members' names and contact information to Plaintiffs (Interrogatory No. 1); all companies they operated between January 1, 2011, and January 1, 2015, regardless of whether those companies have anything to do with the claims in this case (Interrogatory No. 2); and all employees and other persons who worked for each such company, again without limitation to the claims in this case (Interrogatory Nos. 3 and 4). (ECF No. 94-4). Moreover, Defendants have not shown why the identities of the absent class members' employees and contractors are relevant when the narrow issue in this case is whether RSP accurately reported its gross revenues and paid the proper amounts owed. Interrogatory Nos. 5 and 6 sought detailed information about the absent class members' written contracts with RSP, but since RSP was a party to these contracts, at least facially, these demands seemed like nothing more than harassing make-work. Defendants' document requests suffer from similar flaws. Many seek documents which, on their face, are ones that Defendants sent to or received from the absent class members, and thus seek information already known to them. This includes, for example, Request Nos. 1-6 (e.g., contracts, settlement statements, correspondence with RSP/Defendants). (ECF No. 94-5). Other examples include Request Nos. 10, 11, and 12, which seek Form 1099s and W-2s “issued by RSP Express, Inc.” (Id.). Other requests are so obviously overly broad that they can only be seen as harassment of the absent class members. For example, Request Nos. 19 and 20 ask each absent class member to produce ““[a]ll Form W-2s” and “[a]ll Form 1099s” issued to the employees and workers “of each trucking company operated by you during the period between January 1, 2011, and January 1, 2015.” (Id.). Even if the absent class members' trucking companies paid some employees or workers to transport freight for RSP, these requests reach far beyond such persons, and would require production of the requested documents (which are between 9 and 13 years old) for maintenance workers, dispatchers, bookkeepers, etc. Defendants have not shown any relevance to the requests, any theoretical relevance is not proportional to the needs of the case, and the burden of producing the requested documents far outweighs its likely benefits. Fed. R. Civ. P. 26(b)(1). Defendants also ask each absent class member to produce all of their: corporate records (all “financial, revenue, expenses, profit and loss, tax, payroll, and other records”) (Request No. 13); vehicle registrations (Request No. 18); and federal and state tax returns (with all schedules) for both the absent class members (individually) and their trucking companies (Request Nos. 21, 22). Again, these requests seem to go far beyond the salient issue in this case: whether RSP accurately reported its gross revenues and paid the proper amounts owed. Finally, some of the records sought, such as the trucking companies' Articles of Incorporation, Annual Reports, and Certificates of Registered Office and/or Registered Agent (Request Nos. 14-16) are accessible via the State of Michigan's public database (provided Defendants know the companies' names). For all of these reasons, at least based on the information that was before the Court at the time of the hearing on Plaintiffs' motion, Defendants' discovery requests to the absent class members were harassing in nature, and Defendants had not shown a “particularized need” for the requested information. At oral argument, however, Defendants' counsel asserted, for the first time, that Defendants did not possess the contracts[2] in question as they were lost or destroyed in some sort of flood. In light of the surprise revelation, the Court permitted supplemental briefing on the issue. Unfortunately, instead of supporting their assertion about the “lost” contracts with any evidence, Defendants merely vaguely asserted, “Defendants do not have custody of any agreements between RSP Express and any of the following individuals who received class notice or companies incorporated by them ...” (ECF No. 96, PageID.3144). Defendants went on to list 51 persons. (Id.). Defendants also argued, “[i]f any of these absent class members never entered into an agreement that contained the same terms of [the one alleged in] Plaintiffs' Amended Complaint, [ ], the absent class member is not appropriately included in the class and Defendants cannot be held liable to the absent class member for any of the pending claims for breach of contract and violations of RICO ...” (Id., PageID.3144-45). Defendants also argued that the information was needed because, “if a company incorporated by the absent class member, rather than the absent class member, entered into an agreement that contained the same terms as [Plaintiffs' exemplar contract] the absent class member is not appropriately included in the class ...” (Id., PageID.3145). *5 As Plaintiffs pointed out in their responsive supplemental brief, Defendants' claims about the lost contracts are quite suspect, and their other arguments are unavailing. First, Plaintiffs aptly note that Defendants provided no details whatsoever (let alone an affidavit from a person with knowledge) about the contracts' alleged destruction. Second, Defendants' position is not even entirely clear. Their assertion that they “do not have custody of any agreements between RSP Express” and the 51 referenced individuals is extremely vague, and Plaintiffs noted that despite their discovery requests instructing Defendants to specify any documents that had been destroyed, Defendants did not identify any. (ECF No. 99, PageID.3191). Indeed, in response to Rule 26(a)(1)(A)(iii), which asks parties to identify “all documents, electronically stored information, and tangible things that the disclosing party has in its possession, custody, or control and may use to support its claims or defenses, unless the use would be solely for impeachment,” Defendants listed the “Pre-January 1, 2015 Agreements between RSP Express, Inc., and the other trucking companies that did business with RSP Express, Inc.” (ECF No. 99-2). Third, Defendants already produced in discovery in this case at least nine of the contracts they now claim not to have “custody” of. (ECF No. 99-4). Finally, Plaintiffs attached to their responsive supplemental brief affidavits of multiple owner-operators who aver that, “[w]hen it came time to sign a new contract in 2015, RSP's management had [one of its employees] inform me that I needed to come into the office to sign a new contract. I was told to bring my old contract with me to exchange it for a new contract.” (ECF Nos. 99-3). And, as to Defendants' other main argument about the distinction between the absent class members and their companies, Judge Drain has already held that sufficient evidence showed that “all class members were the parties in interest who contracted with Defendants, so any argument by Defendants for lack of standing could be resolved using the same proofs and legal arguments.” (ECF No. 83, PageID.2939; see also ECF No. 75, PageID.2803-05). For all of these reasons, even considering their supplemental brief, Defendants still fail to make a strong showing of a “particularized need” for the discovery they seek. J.B.D.L. Corp., 2004 WL 7081790 at * 4. For that reason, IT IS ORDERED that Plaintiffs' instant motion is GRANTED to the extent it seeks an order that the absent class members are not required to answer Defendants' revised discovery requests. Moving Forward While the Court could end its Order there, one case the parties have discussed references an approach to absent class member discovery that seems sensible here, particularly in light of the Court's desire to conclude all pretrial matters as soon as possible. In their opening motion, Plaintiffs cited Boynton for its statements that “subjecting class members to discovery is generally not permitted,” and that “one of the principal advantages of class actions would be lost if all class members were routinely subject to discovery.” (ECF No. 90, PageID.2984) (quoting Boynton, 2009 WL 3103161, at *3). Indeed, in Boynton, the court held that because the defendant's discovery requests to the absent class members were “unduly burdensome” they would not be required to answer the requests. Boynton, at *1. In light of that holding, it may appear strange that in their response brief, Defendants wrote, “In Boynton, the court permitted discovery like what Defendants seek by their revised discovery requests.” (ECF No. 94, PageID.3062). The Defendants' assertion is, in fact, partly correct. While the Boynton court did not permit the defendant to serve the formal discovery requests it had wanted, it did permit the defendant to serve a limited and somewhat circumscribed “non-mandatory questionnaire,” explaining that “non-mandatory questionnaires in plain language are often favored as an appropriate method of seeking discovery from unnamed class members.” Id., at *2 (citing Schwartz v. Celestial Seasonings, Inc., 185 F.R.D. 313 (D. Colo. 1999)). Here, because the parties have already agreed that some limited discovery from the absent class members could be required, see supra at 9-10 n.2, and the Defendants' relevant requests are limited to the absent class members' (and their companies') contracts with RSP and the settlement statements they received from RSP – the Court will permit Defendants to serve on the absent class members limited, non-mandatory discovery requesting those materials. This will enable any absent class member who possesses such documents to proactively avoid Defendants' arguments that he or she is not a proper class member and/or did not suffer damages, while also preserving the parties' respective arguments about absent class members who do not possess such documentation, arguments on which this Court expresses no opinion. For all of the foregoing reasons, IT IS ORDERED that Plaintiffs' motion for protection concerning absent class member discovery (ECF No. 90) is GRANTED, however, Defendants may serve the absent class members with the non-mandatory discovery requests described above. Defendants shall serve that discovery within 14 days, and shall expressly indicate in the requests that they are “non-mandatory.” Each absent class member shall be given 30 days from the date of service to provide any responsive information or materials. Plaintiff's Motion to Compel Forensic Examination of Dr. Dispatch (ECF No. 97) *6 Plaintiffs have also moved to compel the forensic examination of “Dr. Dispatch,” the “computer program that Defendants used to record both accounts receivable and payroll ...” (ECF No. 83, PageID.2920). This motion falls well short of showing Plaintiffs are entitled to the requested relief. “Forensic examinations of computers [ ] are generally considered a drastic discovery measure because of their intrusive nature.” Stewart v. First Transit, Inc., Civ. No. 18-3768, 2019 WL 13027112, at *1 (E.D. Pa. Sept. 3, 2019) (quotations omitted). Courts have held, however, that “[i]n situations where a party can show improper conduct on the part of the responding party, a forensic examination may be appropriate.” Audi Visual Innovations, Inc. v. Burgdoff, Case No. 13-10372, 2014 U.S. Dist. LEXIS 12608 *7 (Feb. 3, 2014, ED Mich) (quoting Diepenhorst v. City of Battle Creek, Case No. 1:05-cv-734, 2006 U.S. Dist. LEXIS 4855 (June 30, 2006, W.D. Mich, citing In Re Ford Motor Co., 345 F.3d 1315, 1317 (11th Cir. 2003)). Plaintiffs' brief is short, but conclusory and difficult to comprehend. In short, Plaintiffs assert that two documents Defendants produced during discovery were “manipulated to deceive Plaintiffs.” (ECF No. 97, PageID.3152). But they failed to make any meaningful showing that this is true, or that a “forensic examination” of Dr. Dispatch is warranted. First, Plaintiffs focus on a document titled “Driver Payroll History.” However, as to this document, Plaintiffs merely quoted a few sentences from a defense witness' ambiguous deposition testimony[3], and then asserted, with no analysis whatsoever, “THIS PAYROLL HISTORY DOCUMENT WAS A FRAUD.” (Id.). Second, Plaintiffs focus on the “Fleet Revenue Report.” They made a better attempt at analyzing this document, but still did not establish any actual wrongdoing. For example, Plaintiffs state that both documents refer to “revenue,” but that the “revenue” figures for a few jobs in both documents do not match. (ECF No. 97, PageID.3155). More specifically, they note that the Fleet Revenue Report revenues match the “invoice” revenues, and that the Driver Payroll History reports use lower revenue figures, which in turn were the ones on which the Plaintiffs' payments were based. (Id.). Plaintiffs then point to a defense witness' testimony about the discrepancy, asserting, “[the witness] said that deliveries out of the country could explain [the difference]. [ ] Plaintiffs have never been served with any information about these foreign trips and they are not mentioned in the driver, owner operator contracts at all and certainly not as an element of compensation.” (Id., PageID.3155). Plaintiffs could have asked additional questions of the witness[4] or pursued additional discovery on this issue, including, as the witness suggested, directly from Dr. Dispatch (ECF No. 97-4, PageID.3182), but apparently did not do so. *7 In sum, Plaintiffs' evidence and argument falls well short of showing that any of the Dr. Dispatch reports produced by Defendants are fraudulent, or that Plaintiffs need or are entitled to a forensic examination of Defendants' Dr. Dispatch program. Moreover, Plaintiffs seem to admit they do not need that relief to prove their case as they have already “prepared a document that ... show[s] the amount that the plaintiff class was defrauded,” and that they “believe [they] know what the losses are ...” (ECF No. 97, PageID.3156). For all of these reasons, IT IS ORDERED that Plaintiffs' motion for an order compelling the forensic examination of Dr. Dispatch (ECF No. 97) is DENIED. Plaintiffs' Motion to Compel Production of Documents (ECF No. 102) Plaintiffs' final motion (ECF No. 102) seeks an order compelling production of the following five categories of documents: • No. 29 – “the property settlement portion of the divorce decree between Rasvan [sic] Pop and Maria Pop”; • No. 30 – “the folder and its contents described by Maria Pop in her deposition that allegedly contains all the minutes, resolutions, notices and documents concerning the operation and the business of the corporation”; • No. 31 – “the evidence of [RSP's] stock ownership of Maria Pop and Razvan Pop as that stock was issued”; • No. 32 – “evidence of any resolution, minute or document transferring the Presidency of R. S. P. Express from Razvan Pop to Maria Pop as those documents were created”; and • No. 35 – “the Microsoft Excel Spread Sheets for the period between 2010 and 2012 reference by the Defendant in its answer to Interrogatory No. 8 of the First Set of Interrogatories” which purportedly contained “information provided by and pertaining to customers, dispatchers and drivers.” Fed. R. Civ. P. 26(b)(1) provides: “Unless otherwise limited by court order, the scope of discovery is as follows: 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). While both sides make the analysis more complicated than necessary, the issues are actually quite simple and require the Court to examine only the basics. First, relevance. Fed. R. Evid. 401 provides that “relevant evidence” is “evidence having any tendency to make the existence of any fact that is of consequence to the determination of the action more probable or less probable than it would be without the evidence,” and relevance in discovery, while not unbounded, is generally a broad concept. Request Nos. 29 [5]-32, which seek basic information about RSP's ownership structure, are relevant to understanding the relationship between the Defendants – who are alleged to be jointly and severally liable (ECF No. 19, PageID.566) – and thus, who ultimately might be liable to Plaintiffs should they prevail. As to Request No. 35, Defendants do not dispute the relevancy of the information sought, but claim they cannot locate it. (ECF No. 102-2, PageID.3346). *8 As to the Requests related to RSP's corporate ownership structure (Nos. 29-32), the Court need only look to Defendants' objections to determine the proper disposition of Plaintiffs' motion. As to Request No. 29, Defendants wrote: “Defendants object to this request because it seeks information that is confidential, not relevant to Plaintiffs' claims, not reasonably calculated to lead to the discovery of admissible evidence pertaining to Plaintiffs' claims, not proportional to the needs of the case, and otherwise beyond the permissible scope of discovery.” (ECF No. 102-2). As to the Request Nos. 30-32, Defendants made essentially the same objections, the only difference being that in addition to characterizing the information sought as “confidential,” Defendants added “and proprietary.” (Id.). They also wrote, “[s]ubject to [their objections] Defendants state that relevant documents pertaining to the corporate status of RSP Express are publicly available at the Michigan Department of Licensing and Regulatory Affairs.” These objections are not well-taken. First, they are pure boilerplate, meaning that they are tantamount to no objection at all. Strategic Mktg and Rsch. Team, Inc. v. Auto Data Sols., Inc., No. 2:15-cv-12695, 2017 WL 1196361, at *2 (E.D. Mich. Mar. 31, 2017) (“Boilerplate or generalized objections are tantamount to no objection at all and will not be considered by the Court.”). That alone is grounds for ordering production of the requested documents. Second, while it may be true that some of the information contained in the requested documents is confidential (no showing of any “proprietary” information has been made), that concern can easily be addressed by producing the documents subject to a standard protective order. Third, the proportionality factors all tip in favor of production; the case alleges a large-scale scheme by Defendants to systematically underpay drivers substantial sums of money, it is clear that many of the requested documents are available only from Defendants, and Defendants testified that they have ready access to the requested corporate records. Finally, Defendants will suffer no prejudice or undue burden by having to produce this relatively small set of documents. For all of these reasons, IT IS ORDERED that as to Request Nos. 29-32, Plaintiffs' motion is GRANTED; subject to a reasonable protective order,[6] Defendants shall produce to Plaintiffs documents responsive to Request Nos. 29-32 within 14 days. The analysis is different as to Request No. 35, which asks Defendants to produce “the Microsoft Excel Spread Sheets for the period between 2010 and 2012 reference[d] by the Defendant in its answer to Interrogatory No. 8 of the First Set of Interrogatories.” (ECF No. 102-2). It is unclear exactly what Interrogatory No. 8 asked for (since neither party provided it to the Court), but according to Plaintiffs, in response to the interrogatory, Defendants wrote, “During the period between 2010 and 2012, RSP Express compiled the information on Microsoft Excell [sic] spreadsheets to record information provided by and pertaining to customers, dispatchers and drivers.” (ECF No. 102, PageID.3285). Thus, the interrogatory seems to be asking about RSP's bookkeeping for the specified information before it began using Dr. Dispatch. Again, Defendants do not challenge the request's relevancy, but instead assert that they “are still searching for but thus far have not located the computer ... within which responsive documents may have been electronically stored and they will produce responsive documents if these can be recovered from the computer if located.” (ECF No. 102-2, PageID.3345). Plaintiffs are not entitled to any additional relief at this time as to this request. Plaintiffs make no actual argument as to the request. All they say in their motion is that “Defendants have not provided [responsive information].” (ECF No. 102, PageID.33285). But this simply ignores Defendants' contention that they could not locate the computer that contains the spreadsheets, and thus have no responsive information to provide. In their response brief, Defendants state that they “previously made available for inspection and copying on multiple occasions all responsive documents sought by Plaintiffs' Request to Produce No. 35 that it has been able to locate after diligent search,” and that they “have thus far been unable to locate despite diligent search ‘the Microsoft Excel Spread Sheets for the period between 2010 and 2012 ...” (ECF No. 104, PageID.3357). They also provided a somewhat detailed explanation as to why they have been unable to find the spreadsheets. (Id., PageID.3358). In their reply brief, however, Plaintiffs offer only a snarky response to Defendants' explanation and the conclusory assertion that they “should have a favorable inference that this document [sic], if produced, would show the same average losses for driver, owner/operators for the period covered, thus obviating the necessity and express [sic] of producing an expert witness.” (ECF No. 105, PageID.3375). But Plaintiffs failed to meaningfully explain why they are entitled to this specific relief,[7] and they provided no legal authority for granting the request. Thus, IT IS ORDERED that as to Request No. 35, Plaintiffs' motion to compel is DENIED. *9 Ann Arbor, Michigan Footnotes [1] Plaintiffs had asserted an additional RICO claim against one of the Defendants (Count II) based on alleged violations of Michigan state law. However, on September 29, 2022, the Court granted summary judgment in favor of the defendant on that claim. (ECF No. 75, PageID.2811). [2] Of all the information sought by Defendants, the contracts and settlement statements seem to be the most proper subject of absent class member discovery, as they speak to how much RSP was contractually required to pay each absent class member, and how it explained to them the amounts allegedly owed. To the extent Plaintiffs argue that this information is generally not a proper discovery topic, the Court disagrees. First, as noted above, before agreeing to join the class, absent class members were specifically advised that they “may be required to respond to written questions pertaining to your claims, to produce documents that support your claims ...” (ECF No. 94-2, PageID.3093). Thus, it should be no surprise to them that they may at least be asked to search for and produce contracts and settlement statements with RSP. Second, Plaintiffs' argument that the contract discovery is unnecessary because Defendants' own employee testified that “each owner-operator was required to sign a contract identical in all material respects,” and that each such “contract promised the owner-operator 80% of the gross revenue received by Defendants per load that they transported ...” lacks merit. (ECF No. 99, PageID.3194). The cited testimony simply doesn't go that far, but rather specifically suggests that RSP's owners could, in fact, adjust the payout allocation term of the contract. (ECF No. 49-2, PageID.1602). Moreover, in Judge Drain's Opinion and Order Granting Plaintiffs' Motion for Class Certification, he noted that there were at least some contracts that differed from the 80/20 model. (ECF No. 83, PageID.2918 (“Based on the agreements produced, some of the owner-operators appear to have contracted for 70 or 75%.”); see also ECF No. 42, PageID.1165) (Plaintiffs noting that some owner-operators “appear to have contracted for 70 or 75% based on agreements produced.”). [3] The witness testified that she did not “format” the document, and that “Dr. Dispatch did.” (Id., PageID.3153-54). The witness' testimony was ambiguous in a number of respects, not the least of which is that she was not asked detailed questions about the document's “gross revenue” calculations, such as how any of the contractually-permitted “allowable deductions” factored in. (Id.). [4] Plaintiffs claim that the witness was instructed not to answer certain questions at her deposition. (ECF No. 97, PageID.3156). This issue gets them nowhere in terms of their instant motion. First, defense counsel's instruction to the witness came well after Plaintiffs' counsel had completed his questions about the foreign delivery fees. (ECF No. 97-4, PageID.3180, 3183). Second, counsel's instruction was related to questions Plaintiffs' counsel wished to ask about the “format” of a document Plaintiffs' counsel created, not one of Defendants' own documents. (Id., PageID.3183; ECF No. 97, PageID.3156). It's not clear what specific questions Plaintiffs' counsel wished to ask the witness because that page of the transcript was not provided to the Court, but if Plaintiffs believed defense counsel's instruction to the witness was improper, they should have contacted the Court during the deposition or filed a motion shortly afterwards as to that issue. [5] As to Request 29 for the property settlement portion of the Pop's divorce decree, only the portion (if any) that relates to RSP is relevant. Thus, to the extent the Court grants Plaintiffs' motion as to Request No. 29, Defendants may redact all portions of the document other than any pertaining to RSP. [6] The Court expects the parties to promptly agree on terms of a protective order. If they are unable to do so and a motion is required, the Court will award sanctions against any party whose conduct necessitated the motion. [7] Moreover, because Defendants had already told Plaintiffs prior to them filing their instant motion that they could not locate the spreadsheets, Plaintiffs should have sought an adverse inference in their motion rather than raising the issue (in the most perfunctory of ways) in their reply brief.