Tradeshift, Inc. v. BuyerQuest, Inc.

Background

Tradeshift moved to compel BuyerQuest to produce its CEO, Jack Mulloy, for another deposition as BuyerQuest’s designated witness under Federal Rule of Civil Procedure 30(b)(6). The motion concerned topics 4 through 7 and topic 14. Tradeshift also asked BuyerQuest to pay the fees and costs of bringing the motion. Tradeshift said it would accept a different witness who knew the subjects if Rule 30 permitted that approach. BuyerQuest argued that Mulloy was sufficiently knowledgeable about topics 4 through 7 and that topic 14 was improper.

The court noted that Tradeshift had violated the court’s Discovery Standing Order by including an argument section longer than allowed in the joint discovery letter brief, but it considered the motion on its merits.

Topics 4 Through 7

Topics 4 through 7 concerned communications and presentations involving BuyerQuest, Smucker, and Tradeshift. They addressed communications about Tradeshift, plans for BuyerQuest to take over the project, Smucker’s right to end its relationship with Tradeshift, and presentations about plans for BuyerQuest to take over the project. The court held that these were acceptable Rule 30(b)(6) topics because they described the matters for examination with reasonable particularity.

The court nevertheless found that Tradeshift had not shown that Mulloy was unprepared. Tradeshift did not identify a substantive question within topics 4 through 7 that Mulloy could not answer. BuyerQuest submitted more than 120 pages of Mulloy’s testimony showing extensive testimony about those topics. The court explained that Rule 30(b)(6) does not impose a fixed number of preparation hours, documents, or interviews. The required preparation depends on the topics and the witness’s existing knowledge and memory. The relevant showing is that the witness could not fairly answer questions within the noticed topics, and Tradeshift had not made that showing.

Topic 14

Topic 14 concerned “the factual bases for the affirmative defenses in BuyerQuest’s answer in this action.” The court held that this topic failed Rule 30(b)(6)’s reasonable-particularity requirement because it did not identify factual matters and instead sought legal contentions from a lay witness. The court explained that interrogatories and requests for admission may ask for the application of law to facts, but Rule 30 does not authorize that type of request in a deposition in the same way.

The court distinguished improper legal-contention questioning from factual questions a witness might be able to answer, such as asking whether the witness believed it had been tricked into entering a contract and why. But the court found that Tradeshift had asked Mulloy to identify or recite the facts supporting each affirmative defense and to state whether his answer was complete. The court concluded that these questions were improper because they were framed in terms of legal contentions.

Disposition

For these reasons, the court denied Tradeshift’s motion to compel. The opinion does not separately state a disposition on the request for fees and costs beyond denying the motion.