PeopleFlo Manufacturing, Inc. v. Sundyne, LLC et al

Filing 201

MEMORANDUM Opinion and Order. Signed by the Honorable Young B. Kim on 4/8/2022. Mailed notice (ec)

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
PEOPLEFLO MANUFACTURING,
INC.,
Plaintiff,
v.
SUNDYNE, LLC, ACCUDYNE
INDUSTRIES LLC, DXP
ENTERPRISES, INC., and
PUMPWORKS, LLC,
Defendants.
---------------------------------------------------------PUMPWORKS, LLC,
Counter-Plaintiff,
v.
PEOPLEFLO MANUFACTURING,
INC.,
Counter-Defendant.

)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)

No. 20 CV 3642

Magistrate Judge Young B. Kim

April 8, 2022

MEMORANDUM OPINION and ORDER
Before the court is Plaintiff PeopleFlo Manufacturing, Inc.’s (“PeopleFlo”)
motion for leave to take more than 10 depositions. PeopleFlo asks the court to
override the presumptive limit set by the Federal Rules of Civil Procedure of 10
depositions per side and instead allow it to take 15 individual depositions and 4
Rule 30(b)(6) organizational depositions. The court finds that it is premature to
consider the relief PeopleFlo requests, and denies its motion without prejudice for
that and the other reasons that follow:

Background
This diversity case stems from PeopleFlo’s efforts to find a large industry
partner that could help bring its novel sealless pump design to market. PeopleFlo
negotiated with Defendants Sundyne, LLC (“Sundyne”) and its affiliate Accudyne,
LLC (“Accudyne”), as well as Defendants DXP Enterprises, Inc. (“DXP”) and its
subsidiary PumpWorks, LLC (“PumpWorks”), before finally reaching a contract
with PumpWorks.

This business relationship did not go smoothly.

PeopleFlo

alleges that PumpWorks failed to uphold its end of the bargain, that DXP and
Sundyne sabotaged the deal, and that Accudyne and Sundyne misappropriated
trade secrets they collected during their partnership negotiations to develop and
market a competing product. On this basis, PeopleFlo brings a variety of claims
under Illinois law against Sundyne, Accudyne, DXP, and PumpWorks. In turn,
PumpWorks countersues PeopleFlo for violating their agreement by failing to
timely deliver working products and return advance payments made for those
products.
Fact discovery began in July 2020, and this court in August 2021 urged the
parties to take depositions “whenever they wish.” (R. 125.) PeopleFlo then asked
Defendants in February 2022 to stipulate to PeopleFlo’s plan to take up to 19
depositions: 6 individuals associated with DXP and PumpWorks, 9 with Sundyne
and Accudyne, and 4 Rule 30(b)(6) corporate depositions—one for each named
Defendant. (R. 175, Pl.’s Mot. Ex. 6 at 1.) Later that month, Defendants informed
PeopleFlo that they would not agree to PeopleFlo’s request to take more than 10

2

depositions. (Id. at Exs. 8-10.) PeopleFlo then filed this motion seeking leave to
take the planned 19 depositions. (See generally, R. 175, Pl.’s Mot.) At that time,
PeopleFlo had only completed one deposition. (Id. at 2.)
Legal Standard
Under Rule 30(a), each side of litigation is presumptively limited to 10
depositions, in part to emphasize counsel’s “professional obligation to develop a
mutual cost-effective [discovery] plan.”

Fed. R. Civ. P. 30(a)(2) & advisory

committee’s note to 1993 amendment; Barrow v. Greenville Ind. Sch. Dist., 202
F.R.D. 480, 483 (N.D. Tex. 2001) (“Rule 30(a)(2)(A) is intended to control discovery,
with its attendant costs and potential for delay.”). Nevertheless, a court “must
grant leave” to take more than 10 depositions if doing so would be consistent with
Rules 26(b)(1) and (2). Fed. R. Civ. P. 30(a)(2). Rule 26(b)(1) requires a court to
consider the relevance of the proposed deponents’ testimony and whether allowing
additional depositions would be “‘proportional’ to the needs of the case, considering
the importance of the issues at stake in the action, the amount in controversy, the
parties’ relative access to relevant information, the parties’ resources, the
importance of the discovery in resolving the issues, and whether the burden or
expense of the proposed discovery outweighs its likely benefit.” LKQ Corp. v. Gen.
Motors Co., No. 20 CV 2753, 2021 WL 4125097, at *3 (N.D. Ill. Sep. 9, 2021) (citing
Fed. R. Civ. P. 26(b)(1)). In turn, Rule 26(b)(2) directs a court to limit discovery if it
determines:

3

(i)
(ii)
(iii)

The discovery sought is unreasonably cumulative or duplicative,
or can be obtained from some other source that is more
convenient, less burdensome, or less expensive;
The party seeking discovery has had ample opportunity to
obtain the information by discovery in the action; or
The proposed discovery is outside the scope permitted by Rule
26(b)(1).

Fed. R. Civ. P. 26(b)(2)(C). To aid the court in balancing these factors, “[t]he party
seeking to take additional depositions must make a particularized showing for the
need for such depositions.” Farris v. Kohlrus, No. 17 CV 3279, 2020 WL 10691950,
at *3 (C.D. Ill. June 12, 2020). The court must then consider “‘the totality of the
circumstances’ in deciding whether to authorize the requested depositions,” id.
(citing Patterson v. Avery Dennison Corp., 281 F.3d 676, 679, 681 (7th Cir. 2002)).
Ultimately, “[c]ourts have broad discretion in matters relating to discovery[.]”
Patterson, 281 F.3d at 681.
Analysis
PeopleFlo has failed to demonstrate the need for taking more than 10
depositions at this time.

To be sure, PeopleFlo has provided the court with

compelling arguments as to the relevance of each of the 14 additional individuals
they hope to depose, (R. 175, Pl.’s Mot. at 7-15), and Defendants do not contest that
such individuals may offer relevant testimony, (see R. 193, Accudyne’s Resp. at 7-8;
R. 195, DXP and PumpWorks’s Resp. at 7-8).

However, mere relevance is not

enough. This court must also consider whether the request to take more than 10
depositions is proportional to the needs of the case under Rule 26(b)(1) and whether

4

granting the request would be consistent with the limitations on discovery imposed
by Rule 26(b)(2).
Turning to proportionality, PeopleFlo’s motion focuses on two Rule 26(b)(1)
factors: “the importance of the discovery in resolving the issues” and “whether the
burden or expense of the proposed discovery outweighs its likely benefit.” 1 (R. 175,
Pl.’s Mot. at 6-7.) As for importance, PeopleFlo would have the court give great
significance to the proposed depositions, arguing that all 19 are necessary “to lock in
the key witnesses identified by Defendants, and to further support [PeopleFlo’s]
claims,” (id. at 2), as well as that “[t]he testimony of each of the witnesses . . . is
critical to resolving the claims and defenses at issue in this case,” (id. at 7). In
support of this argument, PeopleFlo points to the fact that the target deponents are
all current or former employees of Defendants identified in Defendants’ Rule
26(a)(1) disclosures as well as other discovery responses, pleadings, and document
productions. (Id. at 6.)
PeopleFlo’s argument as to importance essentially boils down to describing
how much relevant information each proposed deponent has. However, “[t]he mere
fact that many individuals may have discoverable information does not necessarily
entitle[ ] a party to depose each such individual.” Farris, 2020 WL 10691950, at *3.
And PeopleFlo’s implication that it should be allowed to depose all the individuals

PeopleFlo also contends in passing that the requested relief is proportional
“considering the significant damages sought by PeopleFlo.” (R. 175, Pl.’s Mot. at 6.)
However, PeopleFlo fails to develop this argument and therefore forfeits it. See,
e.g., John K. MacIver Inst. for Pub. Policy, Inc. v. Evers, 994 F.3d 602, 614 (7th Cir.
2021) (“A party who does not sufficiently develop an issue or argument forfeits it.”)
1

5

on its list simply because the Rule 26(a)(1) disclosures identify them “as witnesses
who possess relevant information that the Defendants intend to use to support their
respective claims or defenses,” (R. 175, Pl.’s Mot. at 6 (emphasis omitted)), runs
contrary to the clear purpose of Rule 30.

The 10-deposition limit would risk

becoming dead letter if it could be avoided in every case where more than 10 names
appear in Rule 26(a)(1) disclosures, and Rule 30 therefore requires parties to
carefully prioritize before seeking leave to take more than 10 depositions.

See

Newell v. State of Wisc. Teamsters Joint Council No. 39, No. 05 CV 552, 2007 WL
3166757, at *1 (E.D. Wisc. Oct. 25, 2007) (warning against allowing parties to
“circumvent the cap by taking ten depositions of questionable relevance first and
leav[ing] the most crucial depositions for the end, confident in the belief that leave
of the court shall not be denied.”). As PeopleFlo has completed only one deposition,
the court sees little evidence of such careful prioritization here.
Furthermore, PeopleFlo has not provided the court enough information for it
to conclude that “[t]he testimony of each of the witnesses . . . is critical to resolving
the claims and defenses at issue in this case.” (R. 175, Pl.’s Mot. at 7). PeopleFlo
offers no discussion of the Rule 30(b)(6) depositions it seeks, their importance, or
how they may impact the importance of the individual depositions. And although
PeopleFlo’s descriptions of the 14 target deponents leave little doubt that they can
testify to a great deal of relevant information, (see id. at 7-15), PeopleFlo has not
taken the next step to explain why that relevant testimony is “critical” to resolving
the claims and defenses in this case. What new information could the depositions

6

provide, and how would that information help resolve the issues?
depositions insufficient to produce that valuable testimony?

Why are 10

Or put differently,

what would be lost if PeopleFlo must abide by the 10-deposition limit? The court
has difficulty weighing the importance of allowing additional depositions absent
such analysis placing that request in context.
Second, the expense of the proposed discovery outweighs its likely benefit.
PeopleFlo contends that many of the proposed individual depositions will be shorter
than the seven-hour limit imposed by Rule 30, thereby decreasing the burden on
Defendants. See Fed. R. Civ. P. 30(d)(1); (R. 175, Pl.’s Mot. at 6-15.) But this
argument carries little weight. Although 15 individual depositions shorter than
seven hours are somewhat less burdensome than 15 seven-hour depositions, most of
the costs associated with depositions—for example, ensuring the presence of the
witness at the appointed time or preparing the witness to give deposition
testimony—are not tied to their length, but rather to the fact that the deposition is
taking place in the first place. Furthermore, the question this court must answer is
not whether 15 short depositions is less burdensome than 15 long depositions, but
whether the benefits of each deposition beyond 10 outweigh the costs. See Fed. R.
Civ. P. 26(b)(1). PeopleFlo simply fails to grapple with that issue.
Instead, PeopleFlo frames its motion around the aggregate total benefit of
taking 19 depositions rather than the marginal benefit of each deposition beyond
the 10th.

(R. 175, Pl.’s Mot. at 6.) As a result, the actual benefit accruing to

PeopleFlo from taking more than 10 depositions is speculative at best. And there

7

are good reasons to think that any such benefits may be small.

Sundyne, for

example, argues that the “tremendous overlap” between the anticipated testimony
of Colin Guppy, Keith Thompson, Greg Hebert, and David Gill would make taking
depositions of all four duplicative. (R. 194, Sundyne’s Resp. at 3-4.) Furthermore,
the Rule 30(b)(6) organizational depositions may further reduce the need for
deposing each individual on PeopleFlo’s list. Because organizational depositions
allow PeopleFlo to question the Defendants as corporate entities without first
identifying particular employees or officers with personal knowledge of the
information sought, such depositions may make deposing other individuals on
PeopleFlo’s list unnecessary. See Fed. R. Civ. P. 30(b)(6).
It is therefore quite plausible to this court that once PeopleFlo begins taking
depositions in earnest, it will find that it needs far fewer than the 19 now sought.
Such an outcome appears plausible to PeopleFlo as well, as it requests “leave to
take up to fifteen fact witness depositions [plus the four Rule 30(b)(6) depositions].”
(R. 175, Pl.’s Mot. at 15 (emphasis added).)

Against these uncertain benefits,

planning for 19 depositions instead of 10 has concrete and reasonably knowable
costs in time, money, and effort for Defendants.

The court therefore cannot

conclude that the benefits of PeopleFlo’s request outweigh the corresponding burden
and expense.

Granting PeopleFlo leave to take up to 19 depositions is not

proportional to the needs of the case at this time.
Finally, PeopleFlo’s motion cannot get past Rule 26(b)(2)’s requirement―at
least not now―that the court limit discovery that is “unreasonably cumulative or

8

duplicative, or [that] can be obtained from some other source that is more
convenient, less burdensome, or less expensive.” Fed. R. Civ. P. 26(b)(2)(C)(i). As
discussed, the court has concerns that taking 19 depositions in this case would
result in cumulative or duplicative testimony, and that it is reasonable at this stage
to think PeopleFlo may be able to achieve the same goals with fewer depositions. In
other words, PeopleFlo has failed to demonstrate why abiding by the 10-deposition
limit is not the more convenient, less burdensome, and less expensive option in this
case. The court therefore declines to depart from Rule 30’s 10-deposition limit at
this time.
In short, PeopleFlo’s motion is premature.

PeopleFlo cannot make the

showing it needs to convince the court to permit additional depositions because it
has completed only one. No one knows what exactly will result from the next nine
depositions—or even, it would appear, who from its list PeopleFlo will select as its
next nine deponents.

As a result, PeopleFlo is forced to speculate as to the

importance and value of going beyond the 10-deposition limit, and such speculation
cannot support its arguments in light of Rule 26(b)’s emphasis on proportionality
and minimizing expense. Although Rule 30 contains no exhaustion requirement,
courts often refuse to expand upon the 10-deposition limit while a party still has
depositions available to it precisely because it is difficult to establish necessity for
such a departure when opportunities to take depositions without leave of court
remain. See Nordock, Inc. v. Systems, Inc., No. 11 CV 118, 2018 WL 1135653, at *2
(E.D. Wis. Feb. 28, 2018) (declining to permit additional discovery where the

9

requesting party “still has two depositions . . . unused,” but allowing the party to
seek relief in the future “[i]f the allotted discovery proves insufficient . . . [and it
can] support its motion with a particularized showing.”). PeopleFlo should proceed
with its allotted depositions, prioritizing individual and organizational depositions
as it sees fit to stay within its deposition budget.

If these depositions prove

insufficient to meet the needs of the case, PeopleFlo may renew its motion by
including a “particularized showing” as to its need for taking more. Farris, 2020
WL 10691950, at *3.
Conclusion
For the foregoing reasons, Plaintiff’s motion for leave to take more than 10
depositions is denied without prejudice.
ENTER:
____________________________________
Young B. Kim
United States Magistrate Judge

10