Google LLC v. Sonos, Inc.

Background

Google brought the case seeking declarations that it did not infringe and that four Sonos patents were invalid. The case concerns wireless multi-room audio systems. Google also asserted breach-of-contract and conversion claims based in part on its allegations that Sonos improperly claimed ownership of technology developed or exchanged during the companies’ collaboration.

The discovery dispute concerned Rule 30(b)(6), which allows a party to depose an organization through a witness prepared to testify about specified topics. Google’s Topic No. 6 concerned the agreements governing the companies’ collaborations, including the Content Integration Agreement; Sonos’s understanding of the scope of a provision concerning “Provider Developments”; whether functionality or information exchanged during the collaboration was covered by the agreement; and the people most knowledgeable about the topic.

Sonos interpreted “collaborations” as referring to the parties’ work on an application allowing Google’s music service to play through Sonos’s music system. Sonos objected that the topic sought attorney-client or work-product-protected information and legal opinions about contract interpretation. Sonos refused to provide a witness on the topic but had agreed to produce a witness about the facts and circumstances surrounding the agreement’s negotiation and execution.

Parties’ Arguments

Google argued that the agreement’s scope was important to its contract and conversion claims and to several defenses, including unclean hands, equitable estoppel, waiver, implied license, exhaustion, and limitation of liability. Google said it was seeking the factual basis for Sonos’s position about what the agreement covered. It proposed revising the topic to request all facts supporting any position Sonos intended to take about the agreement and its scope.

Sonos argued that both the original topic and Google’s proposed revision sought Sonos’s legal theories, contract interpretations, the facts supporting its legal positions, and trial strategy. It also argued that the proposed revision broadened the topic rather than fixing the problem.

Court’s Analysis

The court agreed with Sonos. It held that the original topic improperly requested testimony about Sonos’s legal contentions, theories, and interpretations. In particular, requests for Sonos’s “understanding” of the agreement’s scope and of whether certain functionality or information was covered sought contract interpretation and legal conclusions rather than appropriate factual testimony.

The court explained that even a request framed as seeking the factual basis for Sonos’s understanding would still improperly seek legal conclusions or protected information. The court distinguished a case in which discovery concerned historical facts about an insurer’s representations, actions, and handling of claims. Here, Google sought corporate testimony about contract interpretation and about which facts supported Sonos’s legal conclusions.

The court also held that Google’s proposed compromise did not cure the problem because it asked Sonos to disclose its trial strategy.

Disposition

The court denied Google’s motion to compel. The order did not require Sonos to provide a witness for Topic No. 6.