Averza v. Super Micro Computer, Inc. et al
Filing
109
ORDER Resolving 106 , 108 Discovery Disputes and Terminating as Moot 105 , 107 Motions to Seal. Dkts. 105-3, 105-4, 105-5 and 107-3 shall remain under seal. Signed by Judge Susan van Keulen on January 27, 2025. (svklc2, COURT STAFF) (Filed on 1/27/2025)
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UNITED STATES DISTRICT COURT
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NORTHERN DISTRICT OF CALIFORNIA
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JOSEPH AVERZA, et al.,
Plaintiffs,
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ORDER RESOLVING
DISCOVERY DISPUTES
v.
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United States District Court
Northern District of California
Case No. 24-cv-06147-EJD (SVK)
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SUPER MICRO COMPUTER, INC., et al.,
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Defendants.
Re: Dkt. Nos. 105-08
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Crain Walnut Shelling, LP (“CWS”) and Universal-Investment-Gesellschaft mbH
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(“Universal”) are vying for the top spot of lead plaintiff in this putative, securities class action,
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which arises out of alleged misrepresentations disseminated by Super Micro Computer, Inc.
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(“Super Micro”), and two of its executives. The presiding judge, the Honorable Edward J. Davila,
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declared CWS the presumptive lead plaintiff but found that Universal had “raised serious
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questions” about CWS’s “fitness for that role.” See Dkt. 99 at 2. Judge Davila accordingly
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ordered the Parties to conduct discovery into three narrow topics:
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Topic 1: CWS’s “ownership structure and decision-making processes.” See id. at 6-7.
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Judge Davila opened discovery into this topic to address his concerns “about who holds
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final decision-making authority” within CWS and how CWS “would oversee this litigation
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if appointed as lead plaintiff.” See id. at 7.
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Topic 2: CWS’s “financial condition.” See id. at 8-9. Judge Davila opened discovery
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into this topic to address his concern about CWS’s “ability to continue as a going
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concern.” See id. at 8.
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Topic 3: “[T]he circumstances of [CWS’s] purchase of Super Micro stock.” Id. at 9.
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Judge Davila opened discovery into this topic to address his concerns about why CWS, “an
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entity actively operating in the walnut market[, would] serve as [an] investment vehicle”
United States District Court
Northern District of California
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and “whether [CWS] relied on Super Micro’s alleged misrepresentations to purchase Super
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Micro stock” or if “some other reason might have driven [CWS’s] decision to rapidly
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acquire stock.” See id.
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Universal subsequently propounded several requests for production (“RFPs”) and
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interrogatories on CWS and noticed a deposition of Charles Crain, Jr., the ultimate owner of CWS.
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The Parties now present the Court with two discovery disputes: (1) resolving CWS’s objections to
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some of Universal’s RFPs and interrogatories; and (2) evaluating CWS’s proposed limitations on
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the deposition of Mr. Crain. See Dkts. 106, 108. The Court has determined that these disputes are
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suitable for resolution without oral argument. See Civil Local Rule 7-1(b). Having reviewed the
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Parties’ submissions, the relevant law and the record in this action, the Court resolves the disputes
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as set forth below.
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I.
RFPS AND INTERROGATORIES
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Attached to this Order is a chart containing the Court’s rulings on CWS’s objections on a
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request-by-request basis. CWS must provide supplemental productions and responses consistent
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with the Court’s rulings by January 31, 2025. The applicable time period is the proposed class
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period: August 10, 2021, through August 26, 2024 (inclusive). See Dkt. 1 ¶ 1.
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II.
DEPOSITION OF MR. CRAIN
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Universal noticed a deposition of Mr. Crain pursuant to Federal Rule of Civil Procedure
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30(b)(1). CWS requests that the Court modify the proposed deposition in four ways: (1) convert
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the deposition into a deposition of CWS in which Mr. Crain appears as its representative pursuant
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to Rule 30(b)(6); (2) limit the scope of the deposition to Topics 1-3; (3) limit the length of the
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deposition to two hours; and (4) require Universal to depose Mr. Crain in Los Molinos, California.
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Rule 30(b)(1) or Rule 30(b)(6)? Because CWS is an organization, CWS insists that
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Universal may depose it only through the procedures set forth in Rule 30(b)(6). Implicit in CWS’s
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argument is the suggestion that CWS is the only party whom Universal may depose in conducting
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discovery. Judge Davila did not include any such limitation in his order. Further, Mr. Crain has
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represented that he has “sole ownership and decision-making authority for CWS,” which confirms
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that he possesses relevant information. See Dkt. 85-1 ¶ 4. Accordingly, Universal may depose
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United States District Court
Northern District of California
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Mr. Crain in his personal capacity as a non-party pursuant to Rule 30(b)(1).
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In permitting Universal to depose Mr. Crain as a non-party, the Court assumes that
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Universal intends to depose Mr. Crain as a non-party and not merely as a representative of CWS—
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in its notice of deposition, Universal identified Mr. Crain as the deponent and not CWS. If
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Universal intends to depose Mr. Crain as a representative of CWS under Rule 30(b)(1), it may do
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so but must re-notice the deposition to clarify that Mr. Crain will appear as a representative of
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CWS. See 7 Moore’s Federal Practice – Civil § 30.25 (2024) (“A party may still name a particular
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person to testify on behalf of the organization by noticing the deposition under Rule 30(b)(1)—
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provided that the deponent is an officer, director, or managing agent—and by indicating that the
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person named will be expected to testify on behalf of the organization.” (emphasis added)
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(citations omitted)); accord Elasticsearch, Inc. v. Floragunn GmbH, No.19-cv-05553-YGR, 2021
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WL 1753796, at *1 (N.D. Cal. May 4, 2021).
CWS prefers that Universal conduct a Rule 30(b)(6) deposition because CWS wishes to
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restrict the scope of Universal’s questioning as required in a Rule 30(b)(6) deposition. As
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discussed below, the scope is necessarily limited even if CWS conducts the deposition under Rule
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30(b)(1).
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Scope. Judge Davila was clear: The Parties may conduct discovery into Topics 1-3. He
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did not permit discovery into any other subjects. Accordingly, Universal may not ask Mr. Crain
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any questions outside the scope of Topics 1-3. That scope is neither as broad as Universal insists
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nor as narrow as Mr. Crain believes. The Parties should refer to the Court’s rulings in the attached
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chart to better understand what is and is not within the scope of Topics 1-3. The Court also
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provides the following guidance:
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Topic 1 is broad enough to encompass all entities within the ownership chain of CWS.
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Topic 2 does not encompass the financial condition of any entity other than CWS itself,
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absent a non-speculative demonstration that the financial condition of another entity
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impacts CWS’s ability to continue as a going concern. Universal did not provide any such
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non-speculative demonstration in its submissions.
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Topic 3 is broad enough to encompass all entities and accounts over which Mr. Crain
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maintains a controlling interest.
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United States District Court
Northern District of California
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Just because an entity is affiliated with CWS or Mr. Crain does not automatically mean
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that the entity is relevant to Topics 1-3. Universal must do more to connect an entity to a
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topic than merely note its relationship to CWS or Mr. Crain.
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Duration. “Unless otherwise stipulated or ordered by the court, a deposition is limited to
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one day of 7 hours.” Fed. R. Civ. P. 30(d)(1). Thus, seven hours is the default length. See In re
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Republic of Ecuador, No. 10-mc-80225-CRB, 2011 WL 736868, at *5 (N.D. Cal. Feb. 22, 2011).
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CWS offers no reason to shorten this length beyond conclusorily asserting that “[h]aving Mr.
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Crain sit for seven hours of deposition testimony is unreasonable.” See Dkt. 108 at 5. The Court,
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therefore, will not shorten the deposition length.
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Location. CWS requests that Universal depose Mr. Crain in Los Molinos, California, to
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accommodate his convenience. See id. But CWS is the presumptive lead plaintiff and requests
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that the Court appoint it as the lead plaintiff. That is key because a plaintiff is presumptively
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subject to a deposition in the judicial district in which a case is commenced. See Sunsauce Foods
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Indus. Corp. v. Son Fish Sauce USA Corp., No. 22-cv-08973-PCP, 2024 WL 778395, at *2 (N.D.
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Cal. Feb. 26, 2024). Los Molinos does not qualify because it is located in Tehama County,
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California, which is within the Eastern District. See 28 U.S.C. § 84(b).
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Of course, as noted above, Universal may depose Mr. Crain as a non-party and not merely
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as a representative of CWS. Even so, based on Mr. Crain’s representations, he retains sole control
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over the company, and Universal undoubtedly seeks to depose him to probe his exercise of that
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authority. Accordingly, in light of the circumstances in which the instant discovery disputes arise
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(a battle over appointment of CWS as lead plaintiff), regardless of whether Universal deposes Mr.
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Crain as a representative of CWS or in his individual capacity, equity requires that Mr. Crain
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appear for a deposition in the Northern District of California at a location noticed by Universal.
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III.
MOTIONS TO SEAL
In connection with submitting the discovery disputes, CWS requested that the Court seal
portions of the submissions. See Dkts. 105, 107. The Court’s reasoning in this Order (including
the attached chart) does not depend on the information sought to be sealed, and the Court does not
expressly discuss any of that information. Accordingly, the Court TERMINATES AS MOOT
the motions to seal; Dkts. 105-3, 105-4, 105-5 and 107-3 shall remain under seal. See, e.g., Bloom
Energy Corp. v. Badger, No. 21-cv-02154-PJH, 2021 WL 4079208, at *13 (N.D. Cal. Sept. 8,
2021). The Court has also preserved the redactions included by CWS in the attached chart.
SO ORDERED.
Dated: January 27, 2025
United States District Court
Northern District of California
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SUSAN VAN KEULEN
United States Magistrate Judge
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Chart of Court’s Rulings
Disputed Requests for Production
RFP No.
Disputed Request
Crain Walnut’s Response
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Documents sufficient to show the
legal structure, ownership,
organizational structure, business
and operations, identity of any
current or former partners, and
decision-making processes of:
CWS objects to this Request on the
following grounds:
(a) Crain Walnut Shelling, Inc.;
(b) Nuez Progresivo, Inc.;
(c) Grupo Progresivo, Inc.;
(d) Eco-Shell LP;
(e) Crain Orchards, Inc.;
(f) C.R. Crain & Sons, Inc. d/b/a
Crain of California;
(g) Crain Ranch d/b/a Crain
Marketing, Inc.;
(h) Crain Farming, LP;
(i) Crain International #2;
(j) any other entity controlled by
Charles R. Crain, Jr.; and
1. The Request seeks information or
documents that are irrelevant and
beyond the permissible scope of
limited discovery set forth in the
Order. See also Gen. Obj. Nos. 1-3.
2. The Request seeks information or
documents that are irrelevant, not
proportionate, and unduly
burdensome to the extent it seeks
corporate information or documents
from periods other than when the
transactions in Super Micro securities
occurred.
3. The Request seeks information or
documents that are irrelevant, not
proportionate, and unduly
burdensome to the extent it seeks
corporate information or documents
concerning the formation of corporate
entities other than CWS and its
constituting partners (Crain Walnut
Shelling, Inc., Nuez Progresivo, Inc.,
and Grupo Progresivo, Inc).
4. The phrases “controlled by” and “has
the decision-making authority” are
vague, overbroad, and ambiguous,
Universal’s
Compromise/Position
Universal does not believe a
limitation to this Request for
Production is appropriate and
requests Crain Walnut fully
comply with this Request for
Production. Crain Walnut has
produced some documents
showing the legal structure of
Crain Walnut Shelling, LP, Nuez
Progresivo, Inc, and Grupo
Progresivo, Inc, but this is not
the same as providing such
documents for all of the related
parties listed in the Request for
Production.
Universal’s position in the Joint
Statement supports the relevance
of this request. Such discovery is
necessary to fully understand
Mr. Crain’s Super Micro
investments
In addition, from the discovery
produced thus far, is appears that
there are additional related
entities that Universal would
expect to fall into (j) or (k) of
this request, including Shell
Processing Facility LP, Crain of
California, Inc., Eco-Shell, Inc.,
Crain International #4, Butte
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Crain Walnut’s
Compromise/Position
Notwithstanding CWS’s
objections, CWS has produced
the formation documents for
CWS, Crain Walnut Shelling,
Inc., Nuez Progresivo, Inc., and
Grupo Progresivo, Inc.
While Universal has not raised
any deficiencies in this
production as to CWS, Crain
Walnut Shelling, Inc., Nuez
Progresivo, Inc., and Grupo
Progresivo, Inc., to the extent it
does, CWS will consider
Universal’s requests and respond
appropriately.
CWS further notes that
Universal has refused to produce
similar information for all of its
investment funds on relevancy
grounds.
Court’s Decision
The requested documents
are relevant to Topic 1.
However, the RFP is
overbroad to the extent it
seeks documents
concerning: (1) entities
outside the ownership chain
of CWS; and (2) any
entities’ “business and
operations.”
The Court ORDERS CWS
to produce documents
responsive to the following
revised RFP: “Documents
sufficient to show the legal
structure, ownership,
organizational structure,
identity of any current or
former partners during the
relevant period, and
decision-making processes
of: (1) CWS; and (2) any
entity with a direct or
indirect ownership interest
in CWS.”
RFP No.
Disputed Request
(k) any other entity for which
Charles R. Crain, Jr. has the
decision-making authority.
Chart of Court’s Rulings
Crain Walnut’s Response
Universal’s
Compromise/Position
and also potentially call for legal
Vista Farms, LLC, Crain Ranch
conclusions. In responding to this
and Sons, NuVista LP, and
Request, CWS construes these two
Walnut Processing Facility, LP.
phrases as referring to any entity in
which Charles R. Crain, Jr., directly
or indirectly, owns more than 50
percent of voting stock (for
corporations) or more than 50 percent
of the beneficial interests (for
partnerships). Nevertheless, to the
extent the Request seeks any
information or documents concerning
the structure, ownership, operations,
or processes of any entity that Charles
R. Crain, Jr. controls or has decisionmaking authority (other than
potentially CWS and its constituting
partners), the Request seeks
information and documents that are
irrelevant, not proportionate,
duplicative, and unduly burdensome.
Crain Walnut’s
Compromise/Position
Court’s Decision
Notwithstanding CWS’s
objections, CWS has produced
the formation documents for
CWS, Crain Walnut Shelling,
See Court’s Decision re
RFP No. 5. The Court
ORDERS CWS to produce
responsive documents for
those entities within the
In reliance upon its objections, CWS
will not produce documents responsive
to this Request other than those nonprivileged documents produced in
response to Request Nos. 3 and 4.
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All documents concerning the
formation of the entities listed in
Request 5(a)-(k), including
partnership agreements, certificates
of incorporation, and bylaws.
CWS objects to this Request on the
following grounds:
1. The Request seeks information or
documents that are irrelevant and
Universal does not believe a
limitation to this Request for
Production is appropriate and
requests Crain Walnut fully
comply with this Request for
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RFP No.
Disputed Request
Chart of Court’s Rulings
Crain Walnut’s Response
Universal’s
Compromise/Position
beyond the permissible scope of
Production. Crain Walnut has
limited discovery set forth in the
produced some documents
Order. See also Gen. Obj. Nos. 1-3.
showing the legal structure of
Crain Walnut Shelling, LP, Nuez
2. The Request seeks information or
Progresivo, Inc, and Grupo
documents that are irrelevant, not
Progresivo, Inc, but this is not
proportionate, and unduly
the same as providing such
burdensome to the extent it seeks
documents for all of the related
corporate information or documents
parties listed in the Request for
from periods other than when the
Production.
transactions in Super Micro securities
occurred.
Universal’s position in the Joint
Statement supports the relevance
3. The Request seeks information or
of this request. Such discovery is
documents that are irrelevant, not
necessary to fully understand
proportionate, and unduly
Mr. Crain’s Super Micro
burdensome to the extent it seeks
investments
information or documents concerning
the formation of corporate entities
In addition, from the discovery
other than CWS and its constituting
produced thus far, is appears that
partners (Crain Walnut Shelling, Inc., there are additional related
Nuez Progresivo, Inc., and Grupo
entities that Universal would
Progresivo, Inc).
expect to fall into (j) or (k) of
this request, including Shell
4. The implicitly incorporated phrases
Processing Facility LP, Crain of
“controlled by” and “has the
California, Inc., Eco-Shell, Inc.,
decision-making authority” are
Crain International #4, Butte
vague, overbroad, and ambiguous,
Vista Farms, LLC, Crain Ranch
and also potentially call for legal
and Sons, NuVista LP, and
conclusions. In responding to this
Walnut Processing Facility, LP.
Request, CWS construes these two
phrases as referring to any entity in
which Charles R. Crain, Jr., directly
or indirectly, owns more than 50
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Crain Walnut’s
Compromise/Position
Inc., Nuez Progresivo, Inc., and
Grupo Progresivo, Inc.
While Universal has not raised
any deficiencies in this
production as to CWS, Crain
Walnut Shelling, Inc., Nuez
Progresivo, Inc., and Grupo
Progresivo, Inc., to the extent it
does, CWS will consider
Universal’s requests and respond
appropriately.
CWS further notes that
Universal has refused to produce
similar information for all of its
investment funds on relevancy
grounds.
Court’s Decision
scope of the Court’s revised
RFP No. 5.
RFP No.
Disputed Request
Crain Walnut’s Response
Chart of Court’s Rulings
Universal’s
Compromise/Position
Crain Walnut’s
Compromise/Position
Court’s Decision
Universal does not believe a
limitation to this Request for
Production is appropriate and
request Crain Walnut fully
comply with this Request for
Production.
Notwithstanding CWS’s
objections, CWS has produced
the formation documents for
CWS, Crain Walnut Shelling,
Inc., Nuez Progresivo, Inc., and
Grupo Progresivo, Inc.
CWS’s objection is
SUSTAINED. At best, the
requested documents are of
speculative relevance to
Topic 3.
Mr. Crain admitted that he
traded in Super Micro securities
through the Revocable Trust
While Universal has not raised
any deficiencies in this
production as to CWS, Crain
percent of voting stock (for
corporations) or more than 50 percent
of the beneficial interests (for
partnerships). Nevertheless, to the
extent the Request seeks any
information or documents concerning
the structure, ownership, operations,
or processes of any entity that Charles
R. Crain, Jr. controls or has decisionmaking authority (other than
potentially CWS and its constituting
partners), the Request seeks
information and documents that are
irrelevant, not proportionate,
duplicative, and unduly burdensome.
In reliance upon the above-listed
objections, CWS will not produce
documents responsive to this Request
other than those non-privileged
documents produced in response to
Request Nos. 3 and 4.
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Documents sufficient to show the
CWS objects to this Request on the
legal structure, ownership, and
following grounds:
decision-making process of the
revocable trust discussed in ECF No. 1. The Request seeks information or
85-1 at ¶ 5.
documents that are irrelevant and
beyond the permissible scope of
limited discovery set forth in the
Order. See also Gen. Obj. Nos. 1-3.
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RFP No.
Disputed Request
Chart of Court’s Rulings
Crain Walnut’s Response
Universal’s
Compromise/Position
2. The Request seeks information or
during the Class Period.
documents that are irrelevant, not
Universal’s position in the Joint
proportionate, and unduly
Statement supports the relevance
burdensome to the extent it seeks
of this request.
information or documents concerning
entities other than CWS and its
constituting partners (Crain Walnut
Shelling, Inc., Nuez Progresivo, Inc.,
and Grupo Progresivo, Inc).
In reliance upon the above-listed
objections, CWS will not produce
documents responsive to this Request.
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All documents concerning the
formation of the revocable trust
discussed in ECF No. 85-1 at ¶ 5.
CWS objects to this Request on the
following grounds:
1. The Request seeks information or
documents that are irrelevant and
beyond the permissible scope of
limited discovery set forth in the
Order. See also Gen. Obj. Nos. 1-3.
2. The Request seeks information or
documents that are irrelevant, not
proportionate, and unduly
burdensome to the extent it seeks
information or documents concerning
entities other than CWS and its
constituting partners (Crain Walnut
Shelling, Inc., Nuez Progresivo, Inc.,
and Grupo Progresivo, Inc).
Crain Walnut’s
Compromise/Position
Walnut Shelling, Inc., Nuez
Progresivo, Inc., and Grupo
Progresivo, Inc., to the extent it
does, CWS will consider
Universal’s requests and respond
appropriately.
CWS further notes that
Universal has refused to produce
similar information for all of its
investment funds on relevancy
grounds.
Universal does not believe a
limitation to this Request for
Production is appropriate and
request Crain Walnut fully
comply with this Request for
Production.
Notwithstanding CWS’s
objections, CWS has produced
the formation documents for
CWS, Crain Walnut Shelling,
Inc., Nuez Progresivo, Inc., and
Grupo Progresivo, Inc.
Mr. Crain admitted that he
traded in Super Micro securities
through the Revocable Trust
during the Class Period.
Universal’s position in the Joint
Statement supports the relevance
of this request.
While Universal has not raised
any deficiencies in this
production as to CWS, Crain
Walnut Shelling, Inc., Nuez
Progresivo, Inc., and Grupo
Progresivo, Inc., to the extent it
does, CWS will consider
Universal’s requests and respond
appropriately.
CWS further notes that
Universal has refused to produce
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Court’s Decision
See Court’s Decision re
RFP No. 7.
RFP No.
Disputed Request
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All Documents concerning (i) the
acquisition, transfer, sale, or
retention of any Super Micro
securities, options, or derivatives,
(ii) any positions taken as a hedge
against any such Super Micro
positions, and (iii) margin trading in
Super Micro securities, options or
derivatives by:
(a) Crain Walnut Shelling, Inc.;
(b) the “individual account in
[Charles R. Crain, Jr.’s] name”
discussed in ECF No. 85-1 at ¶
5;
(c) the revocable trust discussed in
ECF No. 85-1 at ¶ 5;
Chart of Court’s Rulings
Crain Walnut’s Response
Universal’s
Compromise/Position
In reliance upon the above-listed
objections, CWS will not produce
documents responsive to this Request.
CWS objects to this Request on the
following grounds:
1. The Request seeks information or
documents that are irrelevant and
beyond the permissible scope of
limited discovery set forth in the
Order. See also Gen. Obj. Nos. 1-3.
2. The Request seeks information or
documents that are irrelevant, not
proportionate, and unduly
burdensome to the extent it seeks
information or documents concerning
transactions, positions, or margin
trading that were not within the Class
Period.
Universal does not believe a
limitation to this Request for
Production is appropriate and
request Crain Walnut fully
comply with this Request for
Production.
Such trading is directly relevant
to the questions that the Court
raised, particularly the suspect
timing of Crain Walnut’s trades
in Super Micro stock and the
Court’s questions about reliance.
ECF No. 99 at 9.
.
Crain Walnut’s
Compromise/Position
similar information for all of its
investment funds on relevancy
grounds.
Court’s Decision
Notwithstanding CWS’s
objections, CWS has produced
documentation sufficient to
show CWS’s transactions in
Super Micro securities
throughout the Class Period and
through the end of December
2024.
The requested documents
are relevant to Topic 3.
Further, Mr. Crain has
represented that he has “sole
ownership and decisionmaking authority for CWS,”
which sweeps entities
outside the ownership chain
of CWS within the scope of
relevance to Topic 3. See
Dkt. 85-1 ¶ 4.
While Universal has not raised
any deficiencies in this
production related to CWS’s
transactions, to the extent it
does, CWS will consider
Universal’s requests and respond
appropriately.
CWS further notes that
Universal has refused to produce
similar information for all of its
investment funds on relevancy
grounds.
3. The Request seeks information or
documents that are irrelevant, not
(d) Eco-Shell LP;
proportionate, and unduly
burdensome to the extent it seeks
(e) Any other entity or account
information or documents concerning
controlled by Charles R. Crain,
transactions, positions, and margin
Jr. that purchased, sold, acquired,
trading in Super Micro securities by
or transferred Super Micro
entities other than CWS.
securities, options, derivatives,
or took any positions as a hedge
4. The phrases “controlled by” and “has
against any Super Micro
the decision-making authority” are
positions held by itself or other
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The Court ORDERS CWS
to respond to this RFP with
respect to: (1) CWS; and
(2) any other entity or
account identified in the
RFP in which Mr. Crain
maintains a controlling
interest.
RFP No.
Disputed Request
entities controlled by Charles R.
Crain, Jr.; and
(f) Any other entity for which
Charles R. Crain, Jr. has the
decision-making authority that
purchased, sold, acquired, or
transferred Super Micro
securities, options, derivatives,
or took any positions as a hedge
against any Super Micro
positions.
Chart of Court’s Rulings
Crain Walnut’s Response
Universal’s
Compromise/Position
vague, overbroad, and ambiguous,
and also potentially call for legal
conclusions. In responding to this
Request, CWS construes these two
phrases as referring to any entity in
which Charles R. Crain, Jr., directly
or indirectly, owns more than 50
percent of voting stock (for
corporations) or more than 50 percent
of the beneficial interests (for
partnerships). To the extent the
Request seeks any information or
documents concerning transactions of
Super Micro securities by any entity
that Charles R. Crain, Jr. controls or
has decision-making authority (other
than potentially CWS), the Request
seeks information and documents that
are irrelevant, not proportionate,
duplicative, and unduly burdensome.
Crain Walnut’s
Compromise/Position
Court’s Decision
Notwithstanding CWS’s
objections, CWS has produced
documentation sufficient to
show CWS’s transactions in
Super Micro securities
throughout the Class Period and
through the end of December
2024.
See Court’s Decision re
RFP No. 9. This RFP is
overbroad to the extent it
seeks “all Documents
related to” and “all
communications . . .
concerning” the decision to
In reliance upon the above-listed
objections, CWS will not produce
documents responsive to this Request.
10
As to each entity identified in
Request 9(a)-(f), all Documents
related to the decision to engage in
such transactions through said
entity, including all communications
with any investment advisor or tax
advisor concerning the decision to
invest through said entity.
CWS objects to this Request on the
following grounds:
1. The Request seeks information or
documents that are irrelevant and
beyond the permissible scope of
limited discovery set forth in the
Order. See also Gen. Obj. Nos. 1-3.
Universal does not believe a
limitation to this Request for
Production is appropriate and
request Crain Walnut fully
comply with this Request for
Production.
7
RFP No.
Disputed Request
Chart of Court’s Rulings
Crain Walnut’s Response
Universal’s
Compromise/Position
Such trading is directly relevant
2. The Request seeks information or
to the questions that the Court
documents that are irrelevant, not
raised, particularly the suspect
proportionate, and unduly
timing of Crain Walnut’s trades
burdensome to the extent it seeks
in Super Micro stock and the
information or documents concerning Court’s questions about reliance.
decisions to engage in transactions
ECF No. 99 at 9.
that were not within the Class Period.
3. The Request seeks information or
documents that are irrelevant, not
proportionate, and unduly
burdensome to the extent it seeks
information or documents concerning
decisions to engage in transactions by
entities other than CWS.
Crain Walnut’s
Compromise/Position
While Universal has not raised
any deficiencies in this
production related to CWS’s
transactions, to the extent it
does, CWS will consider
Universal’s requests and respond
appropriately.
CWS further notes that
Universal has refused to produce
similar information for all of its
investment funds on relevancy
grounds.
4. The phrase “related to the decision to
engage in such transactions” is vague,
overbroad, and ambiguous, and also
potential calls for a legal conclusion.
In responding to this Request, CWS
construes the phrase as seeking any
information about Super Micro’s
business, as well as any advice on
whether to transact in Super Micro
securities.
5. The phrase “through said entity” is
vague, overbroad, and ambiguous,
and also potentially calls for a legal
conclusion. To the extent the phrase
calls for documents showing why a
transaction occurred through the
8
Court’s Decision
engage in the transactions in
question.
The Court ORDERS CWS
to respond to this RFP with
respect to documents and
communications, if any
exist, that demonstrate why
the at-issue transactions
were made. CWS’s
production is limited to
those entities within the
scope of the Court’s
limitations on RFP No. 9.
RFP No.
Disputed Request
Chart of Court’s Rulings
Crain Walnut’s Response
Universal’s
Compromise/Position
entity at issue (as opposed to any
another), the Request seeks
information or documents that are
irrelevant (and also not proportionate
and unduly burdensome).
6. The Request incorporates the phrases
“controlled by” and “has the
decision-making authority” which are
vague, overbroad, and ambiguous,
and also potentially call for legal
conclusions. In responding to this
Request, CWS construes these two
phrases as referring to any entity in
which Charles R. Crain, Jr., directly
or indirectly, owns more than 50
percent of voting stock (for
corporations) or more than 50 percent
of the beneficial interests (for
partnerships). To the extent the
Request seeks any information or
documents concerning transactions of
Super Micro securities by any entity
that Charles R. Crain, Jr. controls or
has decision-making authority (other
than potentially CWS), the Request
seeks information and documents that
are irrelevant, not proportionate,
duplicative, and unduly burdensome.
In reliance upon the above-listed
objections, CWS will not produce
documents responsive to this Request.
9
Crain Walnut’s
Compromise/Position
Court’s Decision
RFP No.
12
Chart of Court’s Rulings
Disputed Request
Crain Walnut’s Response
Universal’s
Compromise/Position
Documents sufficient to show the
CWS objects to this Request on the
Universal does not believe a
financial condition, including annual following grounds:
limitation to this Request for
revenues, income, cash flows, assets,
Production is appropriate and
debts, and liabilities, of the
1. The Request seeks information or
request Crain Walnut fully
following during the calendar years
documents that are irrelevant and
comply with this Request for
ended 2022, 2023, and 2024, and all
beyond the permissible scope of
Production.
federal and state tax returns and
limited discovery set forth in the
audited financials of any kind
Order. See also Gen. Obj. Nos. 1-3.
Crain Walnut has produced some
prepared within the past three years:
documents showing the past
2. The Request seeks information or
financial condition of Crain
(a) Crain Walnut Shelling LP;
documents that are irrelevant, not
Walnut Shelling, LP, but this is
proportionate, and unduly
not the same as providing such
(b) Crain Walnut Shelling, Inc.;
burdensome to the extent it seeks
documents for all of these
information or documents concerning entities for all request time
(c) Nuez Progresivo, Inc.;
the financial condition of any
periods.
person/entity other than CWS.
(d) Grupo Progresivo, Inc.; and
The relevance of the financial
3. The Request seeks information or
position of Crain Walnut’s
(e) Charles R. Crain, Jr.
documents that are irrelevant, not
limited partner, Crain Walnut
proportionate, and unduly
Shelling, Inc., other companies
burdensome to the extent it seeks
in its ownership structure like
information or documents other than
Nuez Progresivo, Inc. and Grupo
those concerning the present financial Progresivo, Inc., and its sole
condition of CWS.
ultimate owner, Mr. Crain, is
well established in the Joint
Subject to and without waiving the
Statement. Further, documents
objections above, CWS agrees to
showing the financial condition
produce the “Financial Statements and
of all of these entities for 2024 is
Independent Accountant’s Review
extremely relevant to Crain
Report of Crain Walnut Shelling, LP:
Walnut’s ability to continue as a
December 31, 2023 and 2022.”
going concern.
10
Crain Walnut’s
Compromise/Position
Notwithstanding CWS’s
objections, CWS produced
documentation sufficient to
show CWS’s financial condition,
including CWS’s financial
statements and monthly
brokerage statements throughout
2024.
While Universal has not raised
any deficiencies in this
production related to CWS’s
financial condition, to the extent
it does, CWS will consider
Universal’s requests and respond
appropriately.
CWS further notes that
Universal has refused to produce
similar information for all of its
investment funds on relevancy
grounds.
Court’s Decision
The financial condition of
entities other than CWS is,
at best, of speculative
relevance to Topic 2. The
Court ORDERS CWS to
respond to this RFP with
respect to CWS.
RFP No.
Disputed Request
15
All Documents concerning the
decision (i) to have Crain Walnut
Shelling, LP move for appointment
as Lead Plaintiff or (ii) to not have
Charles R. Crain, Jr. or any other
entity through which Charles R.
Crain, Jr. traded Super Micro
securities seek appointment as Lead
Plaintiff.
Chart of Court’s Rulings
Crain Walnut’s Response
Universal’s
Compromise/Position
CWS objects to this Request on the
Universal does not believe a
following grounds:
limitation to this Request for
Production is appropriate and
1. The Request seeks information or
requests Crain Walnut fully
documents that are irrelevant and
comply with this Request for
beyond the permissible scope of
Production. Universal’s position
limited discovery set forth in the
in the Joint Statement supports
Order. See also Gen. Obj. Nos. 1-3.
the relevance of this request.
2. The Request seeks documents
protected by the attorney work
product doctrine or attorney-client
privilege.
Crain Walnut’s
Compromise/Position
CWS will not provide
information related to RFP No.
15 as it is not permitted
discovery under the Court’s
Order.
Notwithstanding CWS’s
objections, there are no
responsive documents.
Furthermore, the decision to
have CWS seek appointment as
lead plaintiff was a decision
made in consultation with
counsel and is protected by
attorney-client privilege and/or
work-product doctrine.
In reliance upon the above-listed
objections, CWS will not produce
documents responsive to this Request.
11
Court’s Decision
CWS’s objection is
SUSTAINED. The
requested documents are
outside the scope of Topics
1-3.
Chart of Court’s Rulings
Disputed Interrogatories
Rog No.
Disputed Request
1
For each of the following entities,
identify and describe each entity’s
legal structure, ownership,
organizational structure, decisionmaking process, business and
operations, as well as each of their
current or former partners and board
members and who holds final
decision-making authority for each
entity:
(a) Crain Walnut Shelling, LP;
(b) Crain Walnut Shelling, Inc.;
(c) Nuez Progresivo, Inc.;
(d) Grupo Progresivo, Inc.;
(e) Eco-Shell LP;
(f) Crain Orchards, Inc.;
(g) C.R. Crain & Sons, Inc. d/b/a
Crain of California;
(h) Crain Ranch d/b/a Crain
Marketing, Inc.;
(i) Crain Farming, LP;
(j) Crain International #2;
Crain Walnut’s Response
Universal’s
Compromise/Position
CWS objects to this Interrogatory on the Universal does not believe a
following grounds:
limitation to this Interrogatory is
appropriate and requests Crain
1. The Interrogatory seeks information
Walnut fully comply with this
that is irrelevant and beyond the
Interrogatory. Crain Walnut has
permissible scope of limited
produced some documents
discovery set forth in the Order. See
showing the legal structure of
also Gen. Obj. Nos. 1-3.
Crain Walnut Shelling, LP, Nuez
Progresivo, Inc, and Grupo
2. The Interrogatory seeks information
Progresivo, Inc, but this is not
that is irrelevant, not proportionate,
the same as a description of the
and unduly burdensome to the extent “legal structure, ownership,
it seeks corporate information for
organizational structure,
periods other than when the
decision-making process,
transactions in Super Micro Securities business and operations… who
occurred.
holds final decision-making
authority” for all of the related
3. The Interrogatory seeks information
parties listed in the
that is irrelevant, not proportionate,
Interrogatory.
and unduly burdensome to the extent
it seeks corporate information
In addition, from the discovery
concerning the structure, ownership,
produced thus far, is appears that
decision-making processes, and
there are additional related
operations of corporate entities other entities that Universal would
than CWS and its constituting
expect to fall into (k), (l), or (n)
partners (Crain Walnut Shelling, Inc., of this request, including Shell
Nuez Progresivo, Inc., and Grupo
Processing Facility LP, Crain of
Progresivo, Inc.).
California, Inc., Eco-Shell, Inc.,
Crain International #4, Butte
4. The phrases “controlled by” and “has Vista Farms, LLC, Crain Ranch
the decision-making authority” are
and Sons, NuVista LP, and
vague, overbroad, and ambiguous,
Walnut Processing Facility, LP.
12
Crain Walnut’s
Compromise/Position
Notwithstanding CWS’s
objections, CWS has produced
the formation documents for
CWS, Crain Walnut Shelling,
Inc., Nuez Progresivo, Inc., and
Grupo Progresivo, Inc.
While Universal has not raised
any deficiencies in this
production as to CWS, Crain
Walnut Shelling, Inc., Nuez
Progresivo, Inc., and Grupo
Progresivo, Inc., to the extent it
does, CWS will consider
Universal’s requests and respond
appropriately.
CWS further notes that
Universal has refused to produce
similar information for all of its
investment funds on relevancy
grounds.
Court’s Decision
See Court’s Decision re
RFP No. 5. The Court
ORDERS CWS to respond
to the following revised
interrogatory: “For each of
the following entities,
identify and describe each
entity’s legal structure,
ownership, organizational
structure, decision-making
process, as well as each of
their current or former
partners and board members
and who holds final
decision-making authority
during the relevant period:
(1) CWS; and (2) any entity
with a direct or indirect
ownership interest in
CWS.”
Rog No.
Disputed Request
(k) any other entity controlled by
Charles R. Crain, Jr.;
(l) any other entity for which
Charles R. Crain, Jr. has the
decision-making authority;
(m) any other entity for which You
have the authority to direct
purchases of any securities; and
(n) any other entity related to the
Crain family business.
Chart of Court’s Rulings
Crain Walnut’s Response
Universal’s
Compromise/Position
and also potentially call for legal
conclusions. In responding to this
Interrogatory, CWS construes these
two phrases as referring to any entity
in which Charles R. Crain, Jr.,
directly or indirectly, owns more than
50 percent of voting stock (for
corporations) or more than 50 percent
of the beneficial interests (for
partnerships). To the extent the
Interrogatory seeks information
concerning the structure, ownership,
operations, or processes of any entity
that Charles R. Crain, Jr. controls or
has decision-making authority (other
than potentially CWS and its
constituting partners), the
Interrogatory seeks information and
documents that are irrelevant, not
proportionate, duplicative, and unduly
burdensome.
5. The answer to the Interrogatory may
be determined by examining,
auditing, compiling, abstracting, or
summarizing CWS’s business
records, and the burden of deriving or
ascertaining the answer is
substantially the same for the parties.
Subject to and without waiving the
objections above, pursuant to Federal
Rule of Civil Procedure 33(d), CWS
refers Universal to the formation
13
Crain Walnut’s
Compromise/Position
Court’s Decision
Rog No.
Disputed Request
7
Identify the sources of the funds
You used to purchase Super Micro
Securities, including through any
entity or account You used to make
such an investment.
Chart of Court’s Rulings
Crain Walnut’s Response
Universal’s
Compromise/Position
documents for CWS, Crain Walnut
Shelling, Inc., Nuez Progresivo, Inc.,
and Grupo Progresivo, Inc., produced in
this case. See CWSLP-000161–
CWSLP-000234.
CWS objects to this Interrogatory on the
following grounds:
1. The Interrogatory seeks information
that is irrelevant and beyond the
permissible scope of limited
discovery set forth in the Order. See
also Gen. Obj. Nos. 1-3.
Universal does not believe a
limitation to this Interrogatory is
appropriate and requests Crain
Walnut fully comply with this
Interrogatory. Crain Walnut has
referred Universal to monthly
brokerage statements, which do
not provide any information
regarding the source of the
funds, beyond reflecting that
Crain Walnut purchased
hundreds of millions of dollars
in securities on margin.
2. The Interrogatory seeks information
that is irrelevant, not proportionate,
and unduly burdensome to the extent
it seeks information concerning
transactions in Super Micro Securities
by persons or entities other than
In a subsequent letter, counsel to
CWS.
Crain Walnut represented that
[REDACTED]. Ex. A at 4.
Subject to and without waiving the
That representation by counsel
objections above, pursuant to Federal
(which Mr. Crain has not
Rule of Civil Procedure 33(d), CWS
endorsed through an actual
refers Universal to the monthly
response to Universal’s
brokerage statements CWS has
Interrogatory) directly
produced in this litigation. See CWSLP- contradicts Mr. Crain’s prior
000002–CWSLP-000139, CWSLPrepresentation to the Court that
000235–CWSLP-000294.
Crain Walnut invests monies
“earned through multiple
[REDACTED].
sources of business and
14
Crain Walnut’s
Compromise/Position
Court’s Decision
During the parties’ meet and
confer, CWS agreed to, and did
confirm, [REDACTED]. CWS
believed this fully resolved the
dispute.
CWS’s objection is
SUSTAINED. The
requested information is
outside the scope of Topics
1-3.
Chart of Court’s Rulings
Universal’s
Compromise/Position
investment income.” ECF No.
85-1 ¶ 7. Neither Mr. Crain’s
sworn declaration nor the
representation from his counsel
referenced [REDACTED] as a
source of funds used to purchase
Super Micro stock.
Rog No.
Disputed Request
Crain Walnut’s Response
14
Identify and describe Your decision
to have Crain Walnut Shelling, LP
move for Lead Plaintiff in the Super
Micro Securities Class Action,
including why Charles R. Crain, Jr.,
or any other entities through which
he invested, did not seek
appointment as Lead Plaintiff.
CWS objects to this Interrogatory on the
following grounds:
1. The Interrogatory seeks information
beyond the permissible scope of
limited discovery set forth in the
Order. See also Gen. Obj. Nos. 1-3.
2. The Interrogatory potentially seeks
information protected by the attorney
work product doctrine or attorneyclient privilege.
Given the objections above, CWS
provides no answer.
Crain Walnut’s
Compromise/Position
Court’s Decision
Universal does not believe a
limitation to this Interrogatory is
appropriate and requests Crain
Walnut fully comply with this
Interrogatory.
CWS will not provide
information related to
Interrogatory No. 14 as it is not
permitted under the Court’s
Order.
See Court’s Decision re
RFP No. 15.
Universal’s position in the Joint
Statement supports the relevance
of this request. In addition, Crain
Walnut’s objections to this
interrogatory on the basis of
attorney-client privilege is
highly concerning. Read plainly,
this objection means that Mr.
Crain has no independent
understanding of why Crain
Walnut is the Lead Plaintiff
movant, rather than Mr. Crain
himself or any of the other Super
Micro Trading Vehicles. The
clear implication is that Mr.
Crain has already delegated
important decision making to his
Notwithstanding CWS’s
objections, there are no
responsive documents.
15
Furthermore, the decision to
have CWS seek appointment as
lead plaintiff was a decision
made in consultation with
counsel and is protected by
attorney-client privilege and/or
work-product doctrine.
Rog No.
Disputed Request
Crain Walnut’s Response
Chart of Court’s Rulings
Universal’s
Compromise/Position
attorneys, rather than exercising
the supervision required of a
Lead Plaintiff.
16
Crain Walnut’s
Compromise/Position
Court’s Decision
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