Judge: Armen Tamzarian, Case: 20STCV49367, Date: 2022-12-09 Tentative Ruling

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Case Number: 20STCV49367    Hearing Date: December 9, 2022    Dept: 52

Plaintiff Santos Laguna, S.A. de C.V.’s Motions to Compel Further Responses to Requests for Production

Plaintiff Santos Laguna, S.A. de C.V. (Santos) moves to compel defendants The Walt Disney Company (Disney) and TFCF Holdings LLC (TFCF) to provide further responses to requests for production Nos. 15 and 18 and to produce additional documents for the other requests from Nos. 1 to 25.  (Code Civ. Proc., § 2031.310.)

Plaintiff also moves to compel cross-complainants TFCF Latin American Channel LLC and Fox Sports Mexico Distribution LLC to produce additional documents in response to requests for production Nos. 1-13 propounded to them.  (Code Civ. Proc., § 2031.320.)

Further Responses to Nos. 15 and 18

Defendants Disney and TFCF responded to request Nos. 15 and 18 with objections only.

No. 15 asked for: “All DOCUMENTS and COMMUNICATIONS RELATING TO the work, tasks, retention, employment, hiring, firing, compensation, review or performance of any consultant, lobbyist, counsel, agent, trustee, auditor or representative of DISNEY, FSLA, FOX DEPORTES or FOX in connection with DISNEY’S IFT DIVESTMENT PROPOSAL or the IFT RESOLUTION, including Benjamin Pyne, Pyne Media Group, LLC or Mazars LLP and each of its or their partners, members, officers, directors, agents, servants, employees, accountants, consultants, lobbyists, attorneys, representatives and all other PERSONS acting or purporting to act on its or their behalf.”           

Disney and TFCF objected on various grounds, including that the request is overbroad, unduly burdensome, vague, and not reasonably calculated to lead to the discovery of admissible evidence.

This request does not “reasonably particulariz[e] each category of item” as required.  (Code Civ. Proc., § 2031.030(c)(1).)  No. 15 could include documents ranging from every email between defendants/cross-complainants and Benjamin Pyne, Pyne Media Group LLC, or Mazars LLP to internal communications about those non-parties and to the parties’ evaluations of their performance.  

Plaintiff also fails to show good cause for the broad scope of this request.  Santos does not adequately explain why, for example, how much defendants paid Pyne or Mazars, is reasonably calculated to lead to the discovery of admissible evidence.  This broad request would include many documents not relevant to this action.

  No. 18 asked for: “All personnel files, records, employment agreements, consulting agreements or similar DOCUMENTS and COMMUNICATIONS RELATING TO Carlos Martinez, Francisco Pazmino, Nicolas Urdinola, Gerardo Casanova, Ernesto Lopez or Peter Marco, including all evaluations, reviews, discipline or internal investigations thereof.”

Disney and TFCF again objected on various grounds, including that the request is overbroad, unduly burdensome, vague, and not reasonably calculated to lead to the discovery of admissible evidence.

Plaintiff fails to show good cause for producing these documents.  Individuals have a right to privacy in their personnel files and other employment records.  (Board of Trustees v. Superior Court (1981) 119 Cal.App.3d 516, 528-530.)  Discovery of personnel files in this case, including evaluations or discipline, is not reasonably calculated to lead to admissible evidence.  Plaintiff states this request is “directed at the motivations and conduct of key Disney and FSLA personnel in bifurcating the Original Agreement.”  (Separate Statement, p. 4.)  These documents, however, would include information completely unrelated to bifurcating the original agreement.  Employee evaluations would discuss their work in general, not just with respect to the transactions relevant in this matter.  For example, whether these employees were habitually tardy or insubordinate has nothing to do with this case.

Disney and TFCF’s objections to Nos. 15 and 18 are sustained.

Production of Documents for Other Requests

For the remaining requests for production, plaintiff moves to compel defendants/cross-complainants to produce additional documents.  “If a party filing a response to a demand for inspection, copying, testing, or sampling … thereafter fails to permit the inspection, copying, testing, or sampling in accordance with that party’s statement of compliance, the demanding party may move for an order compelling compliance.”  (Code Civ. Proc., § 2031.320(a).)  The court can only grant such a motion if it finds that the responding party is withholding responsive documents. 

Plaintiff does not present sufficient evidence that defendants/cross-complainants are withholding documents.  Plaintiff relies on conjecture in arguing there are “gaps” in four categories of documents produced.

First, plaintiff argues the Disney parties failed to produce all documents about bifurcating the original agreement with Santos.  Plaintiff argues, “Defendants have produced no documents demonstrating who (whether at FSLA or Disney) communicated that to FSLA’s negotiators, when, or what reason was given for that request.  Such documents must exist.”  (Memo, p. 7.)  Similarly, plaintiff argues that “surely” the people identified by the Disney parties “were not acting alone.”  (Reply, p. 3.)  That is speculation.  Plaintiff did not provide enough supporting evidence.

Plaintiff also asserts, “Santos has no visibility into who all at the Disney Parties might have responsive documents; at most Santos can identify the handful of personnel it happened to deal with directly at the time.”  (Ibid.)  Rather than speculating, plaintiff can do targeted discovery to identify other people who might have responsive documents. 

Second, plaintiff argues the Disney parties failed to produce all documents about the divestment.  Plaintiff relies on the absence of internal documents from prior to 2019 about the divestment.  (Memo, p. 7.)  Again, plaintiff speculates: “Disney proposed the Divestment no later than January 23, 2019… and it defies logic that Disney would not have had internal discussions long before making the proposal.”  (Id. at pp. 7-8.)  Whether logical or not, the Disney parties have stated they have no such documents, and plaintiff has not proven otherwise.  The Disney parties give an explanation: “there was no expectation of a divestment before 2019” because the Disney parties did not want to do that—but Mexico’s IFT forced the issue in 2019.  (Opp., p. 9; Wit Decl., Ex. 31.)

Third, plaintiff argues the Disney parties are withholding documents related to the equity purchase agreement.  Plaintiff argues they “produced almost no documents concerning [their] decision” to sell the broadcast rights for a different Mexican soccer team, “how the other team’s contract came to be given that the Disney Parties were supposed to be divesting contracts ... or why that contract would not have already been included in the sale.”  (Memo, pp. 9-10.)  That is not evidence the Disney parties have such documents and failed to produce them.

Fourth, plaintiff argues the Disney parties are withholding board of directors meeting minutes.  But as the Disney parties explain, two of the four entities “do not have a Board and thus do not possess any such meeting minutes.”  (Spiegel Decl., ¶ 19, Ex. 13.)

Plaintiff’s motion also suffers from another problem when it comes to compelling the Disney parties to produce additional documents.  The Civil Discovery Act provides for moving for “an order compelling compliance” after the responding party fails to produce documents “in accordance with that party’s statement of compliance.”  (Code Civ. Proc., § 2031.320(a).)  The Disney parties did not agree to produce all documents in their possession, custody, or control in response to any of the requests.  They instead gave five different substantive responses to the various requests. 

In two of the five types of responses, the Disney parties did not agree to produce any documents.  For some, they responded they “will not search for documents in response to this Request.”  (E.g., Disney Nos. 2, 3, 6, 8, 9.)  For others, they responded they were “willing to meet and confer regarding the scope of this Request.”  (E.g., Disney Nos. 19-24.)  Because defendants did not agree to produce anything, the court cannot order them to produce documents in compliance with those responses.

Defendants’ other three types of responses include various partial statements of compliance.  Some responses say the Disney parties “will perform a reasonable search, subject to a search protocol agreed upon by the parties.”  (E.g., Disney Nos. 1, 4, 5, 7, 10-14, 17.)  Others state they “will perform a reasonable search in centrally located or other reasonably accessible repositories for documents and will produce responsive, non-privileged documents, if any, found through that search” (e.g., Disney No. 21) or “will produce responsive, non-privileged documents, if any, located after a reasonable search, to the extent such documents relate to allegations or defenses in the Litigation” (e.g., Disney No. 25).

The Disney parties did perform a search subject to the protocol agreed upon by the parties and produced some documents.  Now plaintiff wants to supplement the protocol.  The Disney parties did not agree to that.  Plaintiff does not establish that the searches they conducted were not “reasonable” or that they are withholding responsive, non-privileged documents discovered in those searches.

Disposition

            Plaintiff Santos Laguna, S.A. de C.V.’s four motions to compel further responses to requests for production are denied.