Boston Retirement System v. Uber Technologies, Inc.

Background

Lead Plaintiff Boston Retirement System sought to compel amended discovery responses from the Individual Defendants in connection with a due-diligence defense under Section 11 of the Securities Act of 1933. The four interrogatories asked each Individual Defendant who claimed to have conducted due diligence before May 9, 2019, to identify all documents relied upon and all people with whom the defendant spoke concerning statements in Uber’s offering documents. The subjects included passenger safety issues; Uber’s business model and growth strategy, including compliance with laws and regulations; Uber’s financial condition and financial trends; and Uber’s “New Day Theme.”

The Individual Defendants had provided generalized and uniform responses and referred to an exhibit listing documents and individuals. Lead Plaintiff argued that the responses did not identify which documents each defendant relied on, which documents answered each interrogatory, or which people each defendant spoke with and relied on.

Court’s Analysis

The court explained that Federal Rule of Civil Procedure 33 requires interrogatories to be answered separately and fully in writing under oath. An answer must be complete and responsive; merely incorporating other documents by reference is not enough when doing so makes the answer difficult to determine. Rule 33(d) permits a party to identify business records when the answer can be obtained from those records and the burden of finding the answer is substantially the same for either side.

The court also stated that the due-diligence defense is evaluated from the perspective of the objectively reasonable person in each defendant’s position. Applying those principles, the court found that each Individual Defendant had to provide a response tailored to that defendant and confirm that the response was accurate and complete. If the group summaries and the listed documents did not provide that information, the defendant had to amend the response.

The court rejected the Individual Defendants’ arguments as insufficient because Lead Plaintiff could not determine which of the thousands of listed documents responded to which interrogatory or which defendant spoke with which person and when. The court further held that Lead Plaintiff was entitled to discover the facts supporting the Individual Defendants’ contentions. Because discovery had closed on September 20, 2023, and the Individual Defendants had not argued that it was too early to provide complete answers, the court required amended responses.

Ruling

Chief Magistrate Judge Donna M. Ryu granted Lead Plaintiff’s motion. The Individual Defendants were ordered to amend their answers to identify the documents responsive to each interrogatory and to provide clear information about the people they spoke with and relied on, including names, contact information, and communication dates. The amended answers had to be served by November 20, 2023. The order resolved a discovery dispute and did not decide the ultimate merits of the Section 11 claims or the due-diligence defense.