Pratt v. Atalian Global Services, Inc.

Background

Glenn A. Pratt and Atalian Global Services Inc. and Atalian US New England, LLC asked the court to resolve recent discovery disputes. Atalian challenged Pratt’s document search, his assertion of attorney-client privilege without a privilege log, his responses to document requests, and his responses to interrogatories. Pratt challenged Atalian’s objections to requests involving due diligence, Atalian’s post-sale operations, and its damages, as well as the way Atalian organized and produced documents.

Rulings on Atalian’s Requests

The court stated that Pratt’s lawyers had fulfilled, or were in the process of fulfilling, their obligations to review relevant records and produce responsive, non-privileged material. The court directed Pratt and his lawyers to complete any outstanding review and production by the close of business on April 9, 2021. It also directed counsel to file a declaration confirming that they had diligently searched and reviewed all relevant records and document repositories in Pratt’s possession or control and had produced all relevant, non-privileged material. The court emphasized that counsel—not only the client—had to personally review materials for responsiveness and privilege.

The court treated Atalian’s privilege-log dispute as apparently moot in light of Pratt’s representation that counsel intended to produce a log. The court nevertheless stated that producing a privilege log was mandatory and that an untimely log could result in waiver. To the extent Pratt had not yet submitted a fully compliant log, the court required it by April 9, 2021.

Atalian also sought an order requiring full and substantive responses to its document requests. The court stated that Pratt had to comply with his discovery obligations under Rule 26 of the Federal Rules of Civil Procedure, but found Atalian’s request too broad because it did not identify a specific deficiency. The court directed Atalian to raise any specific complaints with Pratt and try to resolve them before seeking court intervention.

Interrogatories

Pratt objected to many of Atalian’s second-set interrogatories because they were contention interrogatories served too early under Local Civil Rule 33.3(c). Contention interrogatories seek the opposing party’s claims and legal contentions. The court held with Pratt, explaining that the rule generally places such interrogatories at the end of fact discovery. Because no depositions had occurred and document discovery was still in its early stages, Pratt was justified in refusing to answer them at that time.

The court held with Atalian as to Interrogatory Nos. 2, 4, and 10. Although those interrogatories fell outside the usual categories allowed during discovery, the court found that written answers were the most practical way to obtain the requested lists of people, agreements, and supervisory employees. Pratt was directed to answer each of those interrogatories fully.

The court held with Pratt as to Interrogatory No. 6, which sought a detailed description of efforts to verify information in the share purchase agreement and related disclosure schedules. The court found that the requested narrative explanations would be more practically obtained through depositions, so it sustained Pratt’s objection.

Rulings on Pratt’s Requests

The court held with Pratt on his request for Atalian’s documents concerning the due-diligence process before Atalian purchased Pratt’s business, Suburban, in 2017. Atalian argued that the share purchase agreement made those materials irrelevant and that Pratt presumably already possessed them. The court reasoned that the materials could bear on Atalian’s fraud counterclaim, including whether Atalian justifiably relied on Pratt’s representations. The court also rejected the argument that Atalian did not have to produce documents merely because Pratt might already possess them. Atalian was required to respond to the due-diligence document requests.

The court also held with Pratt on his request for documents concerning Atalian’s operations after the sale, including whether Atalian continued using non-union contractors. Although the court did not find that this information appeared relevant to whether the practice was permitted under Suburban’s collective-bargaining agreement, it found the information relevant to Atalian’s claimed damages. If Atalian continued using such contractors, that could undermine its theory that the practice caused the damages it claimed. Atalian was therefore required to produce responsive documents.

The court held with Atalian on Pratt’s challenge to Atalian’s damages interrogatory response. The court found that Atalian had identified damages including an allegedly inflated purchase price, payments to ghost employees, and costs arising from Pratt’s alleged failure to disclose information and later refusal to cooperate. The court found no need for further explanation through interrogatories at that stage, while noting that Pratt could seek additional damages information through other discovery, including expert discovery.

Finally, the court denied Pratt’s request concerning Atalian’s production of more than 170,000 pages of documents without what Pratt viewed as adequate guidance. Based on the material presented, the court found that Atalian appeared to have identified corresponding document ranges and that Pratt’s concerns about irrelevant or random production appeared to stem from the breadth of his own requests. The court found no Rule 34 violation requiring intervention, encouraged the parties to clarify any remaining issues cooperatively, and stated that the May 5, 2021 fact-discovery deadline was firm.

Disposition

The order resolved the discovery disputes through the directives and rulings described above. It did not decide the parties’ underlying claims or counterclaims.