Geo-Group Communications, Inc. v. Chopra

Background

Geo-Group Communications, Inc. and Defendants Vipin Shah and Nayana Shah, whom the opinion collectively calls “Defendants” in describing the settlement, entered into a settlement agreement on July 1, 2021. The agreement resolved the remaining claims and included a broad release in exchange for, among other things, Defendants’ post-settlement document production and diligence.

The parties later disputed whether Defendants had complied with those obligations. Defendants asked the court to declare that their productions were complete. Geo-Group asked the court to require compliance with its interpretation of the agreement.

The Agreement’s Requirements

Section 1(b)(i) required production of documents and electronically stored information, or ESI, in thirteen categories, but only to the extent the materials were in Defendants’ or specified entities’ possession, custody, or control. The categories included information about Jaina’s shareholders, certain bank accounts, people who lent money to Jaina, and Jaina’s QuickBooks general ledger for 2013 through 2015.

Section 1(b)(iii) identified the places and devices Defendants had to search: buildings at 235 Hillside Avenue that they could access or legally obtain access to; their home; electronic devices owned by Defendants or the specified entities that were in Defendants’ possession, custody, or control; and premises used by the entities for business. Section 1(b)(iv) required use of specified word searches when searching ESI. Section 1(b)(v) required production of responsive materials within 60 days after the searches were completed. The agreement also required Defendants to follow the same production duties that would apply in a civil discovery dispute in the Southern District of New York.

Court’s Interpretation

The court rejected Geo-Group’s argument that the agreement created an independent duty to produce every document or item in the thirteen categories. The agreement limited production to materials within Defendants’ possession, custody, or control, and tied the production duty to the searches described in Section 1(b)(iii). If Defendants adequately completed those searches, they would satisfy their duty to provide materials within their possession, custody, or control.

The court nevertheless found that Defendants had interpreted their search duties too narrowly. The searches at the specified buildings, their home, and the entities’ business premises had to cover both physical documents and ESI, not just physical documents. The duty to search electronic devices also extended beyond devices personally owned or used by Defendants. “Control” did not require legal ownership or physical possession; it included the practical ability to obtain materials, including by requesting them from counsel or accountants.

The court further rejected any limitation to consumer-facing devices or locally stored files. Defendants had to search qualifying business computers, servers, email accounts, cloud networks, and other information-technology systems that they could practically access. The court said the existing record did not establish precisely which entity devices Defendants could obtain, but the materials submitted by Geo-Group suggested that Defendants likely could access at least some such devices and documents.

The Lists

The agreement listed information that Defendants had to provide concerning Jaina’s shareholders, certain bank accounts, and people who had lent money to Jaina. The court found the agreement ambiguous about whether Defendants had to create those lists if no existing list could be found. The court resolved that issue by requiring Defendants to compile and produce the information if it could be obtained through good-faith searches required by Section 1(b)(iii).

Order and Effect

The court concluded that Defendants were not yet fully complying with the agreement. It directed them to compile the lists when the necessary information was obtainable; search for physical documents and ESI at the entities’ business premises; expand searches to accessible servers and computer equipment; determine, as practicable, the locations of the entities’ servers and email accounts and produce responsive materials; and search accessible cloud networks and other information-technology infrastructure.

At the same time, the court emphasized that the agreement did not guarantee production of every item in the thirteen categories. Defendants’ duty remained limited to materials they possessed, controlled, or could practically obtain. The court granted Defendants 60 days to comply and directed the parties to submit a joint letter about any remaining disputes by September 23, 2022.