Judge: Curtis A. Kin, Case: 21STCV34458, Date: 2022-08-11 Tentative Ruling

Case Number: 21STCV34458    Hearing Date: August 11, 2022    Dept: 72

MOTION TO COMPEL FURTHER RESPONSES TO:

(1) REQUESTS FOR PRODUCTION, SET ONE;

(2) REQUESTS FOR ADMISSION, SET TWO; AND

(3) FORM INTERROGATORIES-GENERAL, SET TWO

Date:               8/11/22 (8:30 AM)                                           

Case:              Ai Agnes Sasaki v. AltaMed Foundation et al. (21STCV34458)

TENTATIVE RULING:

Plaintiff Ai Agnes Sasaki’s Motion to Compel Further Responses to (A) Document Requests, (B) Requests for Admission and (C) Form Interrogatories from Defendant Talent Strategies is GRANTED IN PART.

In the instant motion, plaintiff seeks discovery concerning an Asset Purchase Agreement between Cross Country Healthcare, Inc. (buyer), Workforce Solutions Group, Incorporated, Health Talent Strategies, Inc., and Talent Strategies, Inc. (collectively, sellers), and Pamela Jung (owner). (Mitchell Decl. ¶ 9 & Ex. H.)  Specifically, plaintiff moves to compel further responses from defendant Talent Strategies, Inc. with respect to the following:

            DOCUMENT REQUEST NO. 1:

The ASSET PURCHASE AGREEMENT.

DOCUMENT REQUEST NO. 2:

Schedule 2.11(e) of the ASSET PURCHASE AGREEMENT.

DOCUMENT REQUEST NO. 3:

Agreements between ALTAMED HEALTH SERVICES and RESPONDING PARTY as

referenced in Schedule 6.1(c) of the ASSET PURCHASE AGREEMENT.

REQUEST FOR ADMISSION NO. 33:

Admit that Talent Strategies did not set forth any information regarding Ms. Sasaki’s sexual harassment claims against Talent Strategies in Schedule 2.11(e) of the Asset Purchase Agreement with Cross Country Healthcare, Inc.

REQUEST FOR ADMISSION NO. 34:

Admit that Pamela Jung did not set forth any information regarding Ms. Sasaki’s sexual

harassment claims against Talent Strategies in Schedule 2.11(e) of the Asset Purchase Agreement with Cross Country Healthcare, Inc.

REQUEST FOR ADMISSION NO. 35:

Admit that, as of or before 08 June 2021, Cross Country Healthcare, Inc. received no notice of Ms. Sasaki’s sexual harassment claims against Talent Strategies.

FORM INTERROGATORY NO. 17. 1

Is your response to each request for admission served with these interrogatories an unqualified admission? If not, for each response that is not an unqualified admission:

(a) state the number of the request;

(b) state all facts upon which you base your response;

(c) state the names, ADDRESSES, and telephone numbers of all PERSONS who have knowledge of those facts; and

(d) identify all DOCUMENTS and other tangible things that support your response and state the name, ADDRESS, and telephone number of the PERSON who has each DOCUMENT or thing.

The Court finds that Document Request Nos. 1-3 seek relevant documents.  The Asset Purchase Agreement (No. 1), pursuant to which Cross Country Healthcare, Inc (“Cross Country”) purchased defendant Talent Strategies, may constitute evidence of and/or lead to the discovery of admissible evidence concerning the relationship between those two entities, including whether and to what extent Cross County may have assumed any of Talent Strategies liabilities, which may include any liability Talent Strategies has to plaintiff in connection with the instant matter.  Consequently, as a general matter, it is hard to see how the schedules to the Asset Purchase Agreement—including, Schedule 2.11(e) and Schedule 6.1(c)—would not like likewise constitute evidence of and/or lead to the discovery of admissible evidence concerning the relationship between Cross Country and Talent Strategies.

Moreover, the particular schedules at issue would appear to otherwise lead to admissible evidence.  Schedule 2.11(e), which purportedly discloses potential and pending litigation against Talent Strategies brought by former employees, could lead to the discovery of evidence admissible under EC 1101(b) and/or so-called “me too” evidence.  (See Mitchell Decl. ¶ 9 & Ex. H at 20 [“Except as set forth on Schedule 2.11(e), there are no Actions against a Seller pending, or, to the Knowledge of the Seller Parties, threatened to be brought or filed, by, with or on behalf of any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Business . . . .”].)  Schedule 6.1(c) identifies defendant Altamed Health Services Corporation (“Altamed”) as one of four customers of Talent Strategies from whom the Asset Purchase Agreement needs “Required Consents.”  (Mitchell Decl. ¶ 9 & Ex. H at 39 & Schedule 6.1(c).)   The fact that Cross Country would require of the consent of a particular Talent Strategies’ customer as a condition of purchasing Talent Strategies suggests the importance of the relationship between Talent Strategies and that customer.  As such, plaintiff is entitled in discovery to explore the nature of that relationship, which may bear on the respective liability of Talent Strategies and Altamed for the unlawful conduct plaintiff alleges in this action.

As for whether the Asset Purchase Agreement, Schedule 2.11(e), and agreement with Altamed referenced in Schedule 6.1(c) are protected from discovery due to confidentiality and/or trade secret concerns, the Court finds there is no such protection from disclosure for the Asset Purchase Agreement, which was attached to an SEC filing and made publicly available on Cross Country’s website. (Mitchell Decl. ¶ 9.)  Protection from disclosure of Schedule 2.11(e) and the agreements listed in Schedule 6.1(c) is likewise doubtful, as Cross Country has been perfectly willing to share with the SEC all schedules and exhibits to the Asset Purchase Agreement.  (Mitchell Decl. ¶ 9 & Ex. H at 4.)  In any event, as the party claiming confidentiality and trade secret protection, Talent Strategies was required to make the requisite showing for the requested documents and has failed to do so here.

With respect to Requests for Admission Nos. 33-35, the Court fails to see the relevance of Talent Strategies admitting whether it disclosed to Cross Country the existence of plaintiff’s lawsuit or potential claims.  To be sure, the failure to have done so may potentially be relevant to any dispute over indemnification to which Cross Country may claim entitlement from Talent Strategies, but it is hard to see how Talent Strategies’ disclosure or failure to disclose plaintiff’s employment claims to Cross Country is relevant or would lead to evidence for plaintiff.  And because Requests for Admission Nos. 33-35 are not relevant and no further response is therefore necessary, plaintiff is not entitled to a further response to Form Interrogatory No. 17.1 as it pertains to those requests for admission.

For the foregoing reasons, the Motion is GRANTED as to Requests for Production of Documents Nos. 1-3 and DENIED as to Requests for Admission Nos. 33-35 and Form Interrogatory No. 17.1.  Further verified responses, without objection, to Requests for Production of Documents Nos. 1-3 are due within fifteen (15) days hereof.