Cambridge Capital LLC v. Ruby Has LLC

Background

Cambridge Capital LLC moved to compel Ruby Has LLC to produce documents and communications concerning the reported sale of Ruby Has’s business to ShipMonk. Ruby Has moved to compel Cambridge Capital to produce Essa Al-Saleh for a deposition under Federal Rule of Civil Procedure 30(b)(1), and to produce documents and communications about efforts to terminate individuals at two Cambridge Capital portfolio companies, LiftIt and Greenscreens.

The underlying dispute includes Cambridge Capital’s claim that Ruby Has breached an exclusivity provision in a letter of intent and failed to negotiate in good faith. Ruby Has alleges that Cambridge Capital committed fraud by inducing it to negotiate while preventing it from securing an alternative investor. The requested documents concerned potential investments by Summit Partners and ShipMonk, communications with those entities, and any sale of an ownership interest in Ruby Has.

Ruby Has’s Motion Concerning Essa Al-Saleh

The court denied Ruby Has’s motion to compel Al-Saleh’s deposition. Under Rule 30(b)(1), a corporate party may be required to produce a specific officer, director, or managing agent for a deposition. The party seeking the deposition must make at least a modest showing that the proposed witness is a managing agent.

Ruby Has relied on Cambridge Capital’s website, which described Al-Saleh as an Operating Partner and later an Operating Advisor, his involvement in the proposed transaction, and his appearance in more than 1,500 produced documents. The court found that this evidence did not show that Al-Saleh had general corporate authority, could be expected to testify at Cambridge Capital’s request, had responsibilities giving him authority over the relevant negotiations, or identified with Cambridge Capital’s interests. The court also noted that Ruby Has’s own counterclaims described Benjamin Gordon as the key negotiator and alleged that Cambridge Capital had claimed Al-Saleh was independent. The court therefore concluded that Ruby Has had not shown that Al-Saleh was a managing agent.

Ruby Has’s Document Request No. 33

Ruby Has also sought documents about efforts by Cambridge Capital or related parties to cause individuals to be terminated or to resign from companies, focusing on LiftIt and Greenscreens. Ruby Has argued that the documents were relevant to its fraud claim, which concerned alleged statements that Cambridge Capital worked with existing management rather than replacing it. Cambridge Capital argued that the information was confidential to the portfolio companies rather than to Cambridge Capital.

The court denied this part of Ruby Has’s motion without prejudice to renewal after ruling on Cambridge Capital’s pending motion to dismiss Ruby Has’s Second Amended Counterclaims. The court stated that the ruling on that motion could affect whether and to what extent the requested documents were relevant to the claims and defenses.

Cambridge Capital’s Document Requests

Cambridge Capital sought documents and communications concerning ShipMonk, Summit Partners, possible investments by those entities, and any sale of an ownership interest in Ruby Has. Ruby Has responded with general and boilerplate objections asserting that the requests were overly broad, burdensome, irrelevant, and not reasonably calculated to lead to admissible evidence. Ruby Has nevertheless stated that it would produce nonprivileged responsive documents.

The court held that these objections did not comply with Federal Rule of Civil Procedure 34(b)(2), which requires specific objections, an explanation of the grounds, and an indication of whether documents are being withheld. Because Ruby Has agreed to produce responsive nonprivileged documents without making timely objections that complied with Rule 34, the court deemed the objections waived. The court construed the word “present” in the requests as meaning April 21, 2021, the date the requests were served.

Disposition

The court denied Ruby Has’s motion to compel Al-Saleh’s deposition. It denied without prejudice Ruby Has’s motion to compel documents related to Document Request No. 33, allowing renewal after the ruling on the pending motion to dismiss. It granted Cambridge Capital’s motion to compel production of documents responsive to requests 29–34 and 42, limited to the period from May 1, 2018, through April 21, 2021. The clerk was directed to close Docket Nos. 81 and 82.