HANWHA CORPORATION v. HEARTLAND MACHINE & ENGINEERING, LLC

Filing 78

ORDER - Hanwha's Cross-Motion for Protective Order, 62 , is DENIED. Heartland's Motion to Compel Better Responses, 58 , is GRANTED in part and DENIED in part, according to the instructions below: The parties are ordered to appear for a telephonic discovery conference on February20, 2024 at 2:00 p.m. (Eastern) to discuss Interrogatory No. 3 and Requests for Production Nos. 1-4. Within 7 days of this Order, Heartland is ORDERED to re-issue (and re-draft) Interrogatory No. 16, Int errogatory No. 20, and Requests for Production Nos. 13-14 according to the instructions in this Order. Within 14 days of this Order, Hanwha is required to provide its Supplemental Responses to Heartland. These Supplemental Responses should re-state any additional answers/responses already provided to Heartland and should provide additional information as required by the above analysis. (SEE ORDER.) Signed by Magistrate Judge Mario Garcia on 2/6/24. (NAD)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF INDIANA
INDIANAPOLIS DIVISION
HANWHA CORPORATION,
Plaintiff,
v.
HEARTLAND MACHINE & ENGINEERING,
LLC,
Defendant.
HEARTLAND MACHINE & ENGINEERING,
LLC,
Counter Claimant,
v.
HANWHA CORPORATION,
Counter Defendant.

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No. 1:22-cv-01475-JPH-MG

ORDER
This matter comes upon the Parties' respective briefing on Defendant's Motion to Compel,
[58], and Plaintiff's Cross-Motion for Protective Order, [62]. For the below reasons, the Court
GRANTS in part and DENIES in part Defendant's Motion to Compel and DENIES Plaintiff's
Cross Motion for Protective Order.

1

I.

BACKGROUND
Plaintiff Hanwha Corporation seeks to enforce and collect the remaining balance of a
foreign judgment obtained against Defendant Heartland Machine & Engineering. 1 [Filing No. 1,
Filing No. 8.] Heartland has filed a counterclaim alleging that the South Korean judgment should
not be recognized, that the interest accrued violates public policy, and that Hanwha cannot bring
an action in the Southern District because Hanwha failed to register to do business in the State of
Indiana. [Filing No. 16.] The parties engaged in discovery during the summer of 2023. The instant
dispute began when Heartland received Hanwha's responses to its set of interrogatories and
requests for production. [Filing No. 58 at 1-2.] Heartland objected to the discovery responses, and
between August 1, 2023, and August 25, 2023, the parties exchanged six meet and confer letters.
[Filing No. 58 at 2.] Hanwa supplemented some of its responses, but many alleged deficiencies
remained. [Filing No. 58 at 2.]
Heartland subsequently filed the instant motion to compel, arguing that Hanwha responded
to its interrogatories and requests for production with inappropriate boilerplate objections. [Filing
No. 58.] Hanwa filed a cross-motion for protective order, [Filing No. 62], arguing Heartland seeks
burdensome discovery which is irrelevant to the enforcement action. Heartland's response to the
cross-motion argues that "[n]ot only does Heartland seek relevant information, but Hanwha's
arguments are procedurally improper and should have been raised in response to Heartland's
discovery requests, and not for the first time in response to a motion to compel." [Filing No. 69 at
2.] In its final briefing, [Filing No. 70], Hanwha argues it didn't waive its right to object to any of

1

The judgment was obtained in the Seoul Central District Court. [Filing No. 1 at 2.] The amount
was later reduced and set to a payment schedule in a forbearance agreement. [Filing No. 1 at 23.]
2

the requests, and doubles down on its main argument: the disputed discovery requests seek
burdensome information unrelated to the alleged breach of the forbearance agreement.
Heartland asks the Court to find Hanwha waived its objections, and, if not, to overrule
Hanwha's objections and compel it to answer—fully and completely—Heartland's Interrogatories
Nos. 3, 4-8, 9-12, 14, 16, 20-21 and Requests for Production Nos. 1-6, and 13-15.
II.
LEGAL STANDARD
Federal Rule of Civil Procedure 26(b)(1) sets the standard for the scope of general
discovery, providing that "[p]arties may obtain discovery regarding any nonprivileged matter that
is relevant to any party's claim or defense and 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." Fed. R. Civ. P. 34, which governs document requests, specifies that the requesting party
may seek documents "in the responding party's possession, custody, or control." Fed. R. Civ. P.
34(a)(1). Under the rule governing interrogatories, responding party must answer interrogatories
with "information available to the party." Fed. R. Civ. P. 33(b)(1)(B)
A party moving to compel production carries the initial burden of establishing that the
requested documents are relevant. West v. Miller, 2006 WL 2349988, at *2 (N.D. Ill. Aug. 11,
2006) (citing United States v. Farley, 11 F.3d 1385, 1390 (7th Cir. 1993)). If that burden is met,
the burden then shifts to the non-movant to show the impropriety of the request. Id. at *7.
A party moving for a protective order must show there is "good cause . . . to protect a party
or person from annoyance, embarrassment, oppression, or undue burden or expense." F.R.C.P.

3

26(c)(1). Courts have broad discretion to decide when a protective order is appropriate and what
degree of protection is required. Chaib v. GEO Group, Inc., 2014 WL 4794194 (S.D. Ind. Sept.
24, 2014).
III.
DISCUSSION
A.

Waiver

Heartland argues Hanwha waived its objections by failing to properly raise them in their
discovery responses. "[W]hile Hanwha has asserted various objections, Hanwha's objections do not
specify why they are irrelevant, overly burdensome, too broad or too vague." [Filing No. 58 at 3.]
It was not until the briefing on the motion to compel and cross motion that Hanwha raised specific
arguments for why the respective requests were improper. [Filing No. 69 at 2.]
Hanwha predictably argues it did not waive the objections it now makes in its cross-motion
and reply. [Filing No. 70 at 3-4.] It also points out that it continued to supplement some responses
and production as information became available. [Filing No. 70 at 2-3.]
"Failure to timely assert objections may result in a waiver of all objections that could have
been seasonably asserted."Autotech Tech. Ltd. P'ship v. Automationdirect.com, Inc. 396, 398 (N.D.
Ill 2006); "[A] party who fails to timely respond to discovery requests waives his objections
thereto." Peterson v. Farrakham, 2005 WL 2465254, at *2 (N.D. Ind. Oct. 5, 2005). Hanwha did
not waive its objections. The discovery requests were served on June 22, 2023. [Filing No. 62 at 3.]
Hanwha responded on July 23, 2023. [Filing No. 58-1 at 7.] The parties met and conferred between
August 1, 2023, and August 25, 2023, during which communications Hanwha's objections were
further discussed. [Filing No. 58 at 2.]

4

Hanwha inappropriately provided boilerplate objections to many of Heartland's discovery
requests, and counsel is cautioned not to use these discovery practices again. However, Hanwha
responded to the discovery requests within the 30-day period, provided objections in its disputed
responses (although its objections were the general sort both state and federal courts shake their
fists at), and participated in weeks of meet and confer exchanges with Heartland. Hanwha's initial
responses leave much to be desired. But it did not fail to timely respond, and it appears to have
communicated with Heartland about this dispute in good faith. (See Said v. United States, 2022 WL
4925145, *2 (S.D. Ind. Oct. 4, 2022) ("Klein's repeated failure to timely respond to discovery results
in waiver.")). The Court will not find Hanwha waived its objections; instead, it will evaluate
Heartland's discovery requests and Hanwha's corresponding objections on the merits.
B.

Relevancy of Heartland's Discovery Requests Regarding Hanwha's Business
Activities in Indiana

At the onset, the Court addresses the parties' underlying dispute over whether Heartland
can issue extensive discovery addressing its argument that Hanwha improperly failed to register to
do business in Indiana, and therefore lacks the capacity to sue in this jurisdiction. 2
Hanwha argues it is a "foreign corporation seeking to enforce a judgment obtained in a
foreign jurisdiction, as well as Defendant's breach of settlement agreement it duly executed, which
resulted from debts owed to Plaintiff for goods transacted in interstate commerce." [Filing No. 62
at 7.] Hanwha argues that because Indiana's statutory exemption applies, I.C. Section 23-0.5-5-5,
Heartland's "lack of capacity" defense is meritless, so the discovery it issued to support this defense

2

And the discovery is extensive. Heartland asks much of Hanwha. But much can be asked in
discovery, so long as the requests are proper under relevant law.
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is meritless and unconnected from the lawsuit—which is about the breach of a forbearance
agreement. [Filing No. 62 at 2-3.
Heartland argues that its requests meet the low bar for relevancy during the discovery
phase, and that, at this stage, Hanwha "has not yet proven that it meets any of the statutory
exemptions to Indiana's registration requirements." [Filing No. 68 at 3.] Heartland has filed a cross
motion for declaratory judgment arguing that the exemption may not apply and the suit should be
barred.
The Court understands Hanwha simply wants to collect the remaining money it is allegedly
owed and be done. But it is no longer that simple. Heartland's cross-motion (along with identifying
potential issues with the enforceability of the South Korean action) alleges that Hanwha lacks the
capacity to sue in Indiana because it conducted business here such that it must have registered with
the state to bring this lawsuit. [Filing No. 16 at 4-9]. Hanwha argues it need not have registered
because an exemption applies. ("Plaintiff fits squarely within the statutory exemptions to this
registration requirement." Filing No. 70 at 6). That may prove to be true, but it is an issue for the
District Judge to decide at the proper time.
While Heartland's cross-motion alleges Hanwha failed to register despite "repeated
business transactions . . . with Heartland in 2015 and 2016," [Filing No. 16 at 4], it is axiomatic
that information regarding Hanwha's additional business activities in the state will be relevant to
its declaratory judgment action (and any application of the exemption(s) to registration). ("Hanwha
may continue to assert that it did not transact business in Indiana, but Hanwha may not block
Heartland's good-faith investigation into the veracity of that assertion." Filing No. 58 at 5).
Therefore, as a threshold issue, the Court finds that discovery as to Hanwha's business activities

6

in Indiana is relevant to Heartland's affirmative defense and cross-motion for declaratory
judgment.
C.

Discovery Conference for Interrogatory No. 3 and Requests for
Production Nos. 1-4

The Court sets a discovery conference to hear argument on Interrogatory No. 3 and Requests
for Production Nos. 1-4. Interrogatory No. 3 seeks extensive information regarding ten Hanwharelated entities. [Filing No. 58-1 at 2-3.] Requests for Production Nos. 1-4 seeks corollary
documents related to these entities and documents demonstrating Hanwha's business activities in
Indiana. [Filing No. 58-2 at 2-4].
Interrogatory No. 3 is dense and overly broad, and the Court will not order Hanwha to
further answer it (or provide further documentation in response to the related Requests for
Production 1-4) without probing the parties' positions at oral argument. Heartland should be
prepared to discuss the individual merits of these requests, and Hanwha should be prepared to
demonstrate their respective burdens, if any.
D.

Remaining Discovery Responses

Next, there are a few instances in which Heartland has issued overly broad discovery
requests, which must be updated before a response is required. However, Hanwha is reminded that
it has a duty to respond to discovery requests properly and completely. If it has provided all
available responsive information, or if it has no additional responsive information available, it can
describe this in its response. What it cannot do is apply a "copy and paste" approach to its responses
and objections, which it did. [See Filing No. 58-1; Filing No. 58-2.]
Moreover, before analyzing the remaining discovery requests, the Court notes there are
several instances in which Hanwha argues that, after it issued its discovery answers, it provided
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supplemental answers or documents in email exchanges with Heartland. Hanwha argues that where
it already provided further information via emails, it should not have to supplement its responses
in a formal discovery response. However, this sort of patchwork supplementation can confuse the
record. Both the parties and the Court require a complete record of Hanwha's updated discovery
responses. Hanwha should provide Heartland with supplemental discovery responses
("Supplemental Responses") for each of the disputed discovery requests. Therefore, even where
additional information was already provided for a certain request, that previously provided
information should be restated in the Supplemental Responses. All Supplemental Responses to
the Requests for Production should include an updated "Response," containing which responsive
information is being provided or has been provided, along with corresponding Bates Nos.
1.

Interrogatories Nos. 4-8

Interrogatories No. 4 through 8 sought additional information concerning Hanwha’s
business activities within the State of Indiana. 3 For each response, Hanwha objected and stated:
ANSWER(S): Hanwha objects to this request and cites the Overbreadth Objection,
Relevancy Objection and the Burdensome objection because this request seeks
information that is not relevant to the action and is unduly burdensome. Hanwha
further cites the Ambiguity Objection because this request is vague and ambiguous
and is not clear what information Defendant seeks.
[Filing No. 58-1 at 3-4.]
Heartland argues Interrogatories Nos. 4-8 seek information relevant to Heartland's First
Affirmative Defense, and that Hanwha improperly failed to explain why the requests were overly
3

Interrogatory No. 4 requests information regarding Hanwha's involvement with a solar farm
(Hanwha Q Cells) in Indianapolis. Interrogatory No. 5. is a long interrogatory seeking a description
of Hanwha's investments (including investments made by subsidiaries) to Indiana business.
Interrogatory No. 6 seeks a description of "all partnerships and joint ventures between Hanwha,
and its subsidiaries, and any business operating in the state of Indiana." Interrogatory No. 7 seeks
a description of Hanwha's Indiana-based profits and revenue streams. Interrogatory No. 8 seeks a
description of Indiana-sales taxes collected by Hanwha. [See Filing No. 58-1 at 3-4.]
8

broad, irrelevant, or unduly burdensome. [Filing No. 58 at 6.] The Court agrees. Hanwha's First
Affirmative Defense states Hanwha lacks capacity to sue in Indiana for failure to register to do
business in the state. [Filing No. 16 at 4.] For the reasons explained in Section B., these requests
are related to this affirmative defense and to the cross-motion for summary judgment. Moreover,
Hanwha may not rest on boilerplate objections—if these requests are unduly burdensome Hanwha
must demonstrate why. It has failed to do so.
Hanwha repeatedly tosses out an Ambiguity Objection ("this request is vague and
ambiguous, and it is not clear what information Defendant seeks."). Here, its use of the Ambiguity
Objection borders on offensive. For example, when Heartland asks Hanwha to "describe the nature
and extent of Hanwha's participation in the designing, building, funding, and operation of Hanwha
Q Cells solar farm in Maywood, Indianapolis, including but not limited to Hanwha's role in the
financing, funding and capitalization of the solar farm," Hanwha says "it is not clear what
information Defendant seeks." It is clear what information Heartland seeks.
Hanwha asserts it has already provided some limited information that is responsive and
"may be relevant." Hanwha is ordered to fully respond and issue Supplemental Responses to
Interrogatories Nos. 4-8 within 14 days of this Order. If certain information is not in its custody
or control, it must state what information is missing and why it cannot be obtained.
2.

Interrogatory No. 9

9. Identity of all persons with knowledge and information about the lawsuit filed
against Heartland in South Korea, including but not limited to the identity of all
person(s) who participated in the decision to file the lawsuit in South Korea, the
identity of all person(s) who made representations to the Court in South Korea that
Heartland was served with the South Korean lawsuit, the identity of all person(s) who
presented evidence to the Court in South Korea that Heartland was served with the
South Korean lawsuit and the identify of all person(s) who have custody and control
of the documents, pleadings, motions and evidence submitted to the Court in South
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Korea. For each person identified, describe what knowledge and information he or
she has.
ANSWER: Hanwha previously provided information responsive to this
Interrogatory through its Initial Disclosures dated November 22, 2022.
[Filing No. 58-1 at 4.] After the parties engaged in significant meet-and-confer efforts, Hanwha
provided a supplemental response, stating:
To further clarify our previous response to your letter, dated August 9, 2023, as to
the alleged deficiency in Hanwha’s response to this interrogatory, please see the
document P000014 that identifies Sae Um Kim of Lee & Ko, counsel for Hanwha
in Hanwha’s action against Defendant before the Seoul Central District Court
(“Korean Action”) in response to this interrogatory. We believe that Ms. Kim’s
contact
information
is
available
at
her
law
firm’s
website,
https://www.leeko.com/leenko/main.do?lang=EN. While we are not counsel in the
Korean Action, we believe that this interrogatory potentially seeks information
subject to certain privileges between Hanwha and its counsel in South Korea such
as the attorney-client communication and attorney-work product privileges. We
recommend that Heartland seek such information directly with the counsel in South
Korea.
[Filing No. 58-6 at 1.]
While Hanwha has already supplemented its answer by providing Ms. Kim's name,
Heartland asks for more than the name of Hanwha's counsel in the South Korean action. Hanwha
is ordered to supplement its response more thoroughly.
The Court suspects that the confidentiality issue arises from the last sentence of
Interrogatory No. 9, which says "[f]or each person identified, describe what knowledge and
information he or she has." [Filing No. 58-1 at 4.] This is a very broad request. Therefore, Hanwha
may also answer it broadly. The Court will not require Hanwha to recite each piece of knowledge
or information that the relevant individual possessed. At this stage, it must only generally state
what topic or role the individual played in the lawsuit. Therefore, Hanwha is ORDERED to issue
its Supplemental Response to Interrogatory No. 9 within 14 days of this Order.
3.

Interrogatories Nos. 10-12
10

Heartland’s Interrogatories Nos. 10 and 12 sought the following information:
10. Describe Hanwha’s business relationship with Heartland and DMC, including
but not limited to the structure of all deals between Hanwha, Heartland and DMC.
11. Describe Frank Ko, David Chu and Carlos Bae's role in all deals between
Heartland, Hanwha, and DMC.
12. Describe Carlos Bae and Frank Ko's relationship with Hanwha and DMC,
including but not limited to the reasons that Hanwha terminated and/or ended its
relationship with Frank Ko and Carlos Bae.
[Filing No. 58-1 at 4-5.] Hanwha objected to all three interrogatories, stating:
ANSWER: Hanwha objects to this request and cites the Overbreadth Objection,
Relevancy Objection and the Burdensome objection because this request seeks
information that is not relevant to the action and is unduly burdensome. Hanwha
further cites the Ambiguity Objection because this request is vague and ambiguous
and is not clear what information Defendant seeks nor who or what Defendant is
referring to by “DMC” or what is meant by “deals”.
[Filing No. 58-1 at 4-5.]
The Court first agrees with Hanwha—Heartland improperly failed to define "all deals."
Thus, as they currently read, Interrogatories Nos. 10 and 11 are overly broad as to "all deals."
However, Hanwha has already supplemented its responses to these requests. [Filing No. 70 at 78.] Therefore, Hanwha is NOT required to provide new information but IS required to re-state its
previously provided additional responses in the Supplemental Response.
Therefore, Hanwha is ORDERED to issue its Supplemental Responses to Interrogatory
Nos. 10-12 within 14 days of this order.
4.

Interrogatory No. 14

14. Describe Hanwha’s knowledge of criminal charges, if any, filed against Carlos
Bae and Frank Ko, including but not limited to the nature of the criminal
proceedings, the sentencing imposed, the location of the proceedings, the identify
of all person who have custody and control of the transcripts and records of the
proceedings, and the identity of all persons, attorneys, witnesses and judges who
11

participated in, were involved in, and/or who have knowledge related to, such
criminal proceedings.
ANSWER: Hanwha objects to this request and cites the Overbreadth Objection,
Relevancy Objection and the Burdensome objection because this request seeks
information that is not relevant to the action and is unduly burdensome. Hanwha
further cites the Ambiguity Objection because this request is vague and ambiguous
and is not clear what information Defendant seeks through this Interrogatory.
Hanwha's initial response is insufficient. Heartland is correct that "Hanwha makes no effort
to explain why the interrogatory is overbroad, irrelevant, or overly burdensome." [Filing No. 58 at
10.] However, Hanwha asserts that it has now fully responded to this request. [Filing No. 70 at 8.]
Hanwha is not required to further add to these responses, but it is required to re-state its responses
in the Supplemental Response. Therefore, Hanwha is ORDERED to re-state this additional
information to Interrogatory No. 14 within 14 days of this Order.
5.

Interrogatory No. 16

16. Identity (sic) all person(s) who participated in the decision to sue Heartland and
the efforts made by Hanwha to avoid triggering a default of Heartland’s existing
financing.
ANSWER: Hanwha objects to this request and cites the Overbreadth Objection,
Relevancy Objection and the Burdensome objection because this request seeks
information that is not relevant to the action and is unduly burdensome.
[Filing No. 58-1 at 6.]
Heartland asks the Court to find that Hanwha has waived its objections to Interrogatory
No. 16. [Filing No. 69 at 7.] As analyzed in Section B, the Court declines to do so. Hanwha states
it has provided the names "of all person(s) who participated in the decision to sue 'Heartland.'"

12

However, the Court agrees that Heartland should clarify its request that Hanwha identify "the
efforts made by Hanwha to avoid triggering a default of Heartland's existing financing." 4
Within 7 days of this Order, Heartland shall re-issue Interrogatory No. 16 to better define
which information it seeks by "the efforts made by Hanwha to avoid triggering a default of
Heartland's existing financing." Should it do so, Hanwha is required to make a good faith effort to
respond, as the dispute to this response should not be re-litigated. Further, Hanwha is ORDERED
to re-state its response (listing the applicable names) in the Supplemental Response, within
14 days of this Order.
6.

Interrogatory No. 20

20. Please identify every civil, criminal and administrative matter wherein Hanwha
was a party and include the complete caption, nature of the case, the case number,
state, city, county and state where action was located and name and address of all
parties and their attorneys.
ANSWER: Hanwha objects to this request and cites the Overbreadth Objection,
Relevancy Objection and the Burdensome objection because this request seeks
information that is not relevant to the action and is unduly burdensome.
The Court declines to enforce this question as written, which is not bound by a reasonable
time limitation. Given the tenuous relevancy of "every civil, criminal and administration wherein
Hanwha was a party," Hanwha shall re-issue this question and impose a reasonable time limitation.
(Emphasis added). Hanwha is cautioned that the Court is unlikely to find a twenty-year lookback
period is reasonable.

4

"Importantly, Defendant failed to clarify what it is seeking with respect to the “efforts of
[Plaintiff] to avoid triggering a default of [Defendant]’s existing financing” as Plaintiff is not a
party to any of Defendant’s financing arrangements. Presumably, Defendant refers to the cases
before this court as the triggering events. Plaintiff may supplement its response pending some
clarification from Defendant." [Filing No. 70 at 8.]
13

Heartland is ORDERED to supplement Interrogatory No. 20 within 7 days of this
Order. Hanwha is ORDERED to supplement its response within 14 days of this Order.
7.

Interrogatory No. 21

21. State the content of any lay opinion that You are aware of or intend to elicit
from any person at trial. Please indicate the name and address of the person with
such opinion and the date and time said opinion was formed.
ANSWER: Hanwha objects to this request and cites the Overbreadth Objection,
Relevancy Objection and the Burdensome objection because this request seeks
information that is not relevant to the action and is unduly burdensome.
Hanwha's improper objections are revealing. Interrogatory No. 21 is a basic, appropriate,
and often deployed interrogatory asking Hanwha if it has identified any lay witnesses and, if so,
to state what topic they should be expected to testify to. Hanwha's objections are inappropriate and
show, at best, a lack of understanding of what types of information are discoverable (and what
questions are worth fighting over), and, at worst—a reflexive refusal to engage. 5
Hanwha argues that it has provided this information through its initial disclosures. [Filing
No. 21 at 10.] Hanwha is expected to draw from the relevant names listed in its disclosures.
However, for the reasons previously stated, Hanwha is ORDED to supplement its response to
this question within 14 days of this Order. However, Hanwha is not required to provide a
response to "the date and time said opinion was formed." Heartland is entitled to much in
discovery, but it is not entitled to a human timestamp of when a "lay opinion" was formed, which
subjective answer is burdensome to account for and highly unlikely to be accurate.
8.

Request for Production Nos. 5-6

5

Heartland's request for the date and time that an opinion was formed is peculiar and seems
unlikely to elicit a real response. And, the Court has seen a more effectively worded "lay witness"
interrogatory. But Hanwha must state its own valid objections—the Court cannot do it for them.
14

Requests for Production 5 and 6 seek documents concerning Hanwha's relationship with
Indiana entities. 6 Hanwha provides the following response to each Request:
ANSWER: Hanwha objects to this request and cites the Relevancy Objection and
the Burdensome objection because this request seeks information that is not
relevant to the action and is unduly burdensome.
Requests 5 and 6 are relevant to the cross-motion, which argues that Hanwha's unregistered
business transactions within Indiana may render it ineligible to bring its lawsuit. The Court
disagrees that these requests are irrelevant. Moreover, Hanwha has not made a cognizable
argument based on undue burden—either in its responses or in its briefing on the Cross-Motion
for Protective Order.
Hanwha must provide Supplemental Responses within 14 days of this Order. Its request
for a Protective Order to "prevent Defendant from seeking further information related to the
Subject Entities" is DENIED. 7

9.

Request for Production Nos. 13-14

6

Request No. 5 seeks: [d]ocuments and electronically stored information describing Hanwha’s
participation in the designing, building, funding and operation of Hanwha Q Cells solar farm in
Maywood, Indianapolis, including but not limited to Hanwha’s role in the financing, funding and
capitalization of the solar farm. [Filing No. 58-2 at 4.]
Request No. 6 seeks: [d]ocuments and electronically stored information describing investments by
Hanwha, directly and indirectly through its subsidiaries, in any business operating in the state of
Indiana, including but not limited to investments in green hydrogen energy, aerospace, future
mobility, digital finance, chemical and energy businesses, research and development, solar
energy, renewable energy solutions, hydrogen business, mechatronics, aircraft industry,
collaborative robots, smart factories, global video solutions, AI technologies and algorithms,
financial services, big data, blockchain, Fintech, Insurtech, digital asset management, coal-free
businesses, mega building complexes and property. [Filing No. 58-2 at 4.]
7

The Court notes that Heartland's argument against RFPs 1-6 is one of threshold relevancy. [Filing
No. 70 at 4-5] It does not articulate why these requests impose an undue burden.
15

As currently written, the Court will not enforce further responses to Request for Production
Nos. 13-14, beyond requiring Hanwha to formally supplement its responses with the answers
provided in its 8/15/2023 letter. [Filing No. 58 at 2.]. "[D]eals" is not defined, and Heartland's
requests for documents describing the structure of "all deals" between Hanwha, Heartland and
DMC are ambiguous. Should Heartland choose to re-issue these Requests for Production Nos. 1314, it is ORDERED to do so within 7 days from the date of this Order. The re-issued request must
properly define deals. Hanwha is then ORDERED supplement its responses to Requests for
Productions Nos. 13-14 within 14 days of this Order.
10.

Request for Production No. 15

15. Documents and electronically stored information describing Carlos Bae and Frank Ko's
relationship with Hanwha and DMC, including but not limited to the reasons that Hanwha
terminated and/or ended its relationship with Frank Ko and Carlos Bae.
ANSWER: Hanwha objects to this request and cites the Relevancy Objection and the
Burdensome objection because this request seeks information that is not relevant to the
action and is unduly burdensome. Hanwha also cited the Ambiguity Objection because this
request is vague and ambiguous and it is not clear what information Heartland is seeking
and it is not clear who or what Heartland is referring to by "DMC."
In its final briefing, Hanwha represents that both parties agree that Hanwha has now
responded to Request No. 15. [Filing No. 60 at 7-8]. Heartland's Reply in Support argued that it
had no way of knowing what Hanwha actually provided and what it is still withholding—because
Hanwha did not produce any information in a supplemental response but instead in piecemeal
fashion following its initial objections. [Filing No. 69 at 6.] Therefore, and consistent with the
reasoning and instructions throughout this order, Hanwha is ORDERED to provide a
supplemental response to Request for Production No. 15 within 14 days of this Order.

16

IV.

CONCLUSION
Hanwha's Cross-Motion for Protective Order, [62], is DENIED. Heartland's Motion to
Compel Better Responses, [58], is GRANTED in part and DENIED in part, according to the
instructions below:
•

The parties are ordered to appear for a telephonic discovery conference on February
20, 2024 at 2:00 p.m. (Eastern) to discuss Interrogatory No. 3 and Requests for
Production Nos. 1-4.

•

Within 7 days of this Order, Heartland is ORDERED to re-issue (and re-draft)
Interrogatory No. 16, Interrogatory No. 20, and Requests for Production Nos. 13-14
according to the instructions in this Order.

•

Within 14 days of this Order, Hanwha is required to provide its Supplemental Responses
to Heartland. These Supplemental Responses should re-state any additional
answers/responses already provided to Heartland and should provide additional
information as required by the above analysis.

Date: 2/6/2024

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Distribution via ECF to all counsel of record.

17