Lawson v. Spirit Aerosystems, Inc.

Filing 214

MEMORANDUM AND ORDER granting in part and denying in part 163 Defendant Spirit AeroSystems, Inc.'s Renewed Motion to Compel. Lawson and Elliott must produce the documents listed in Part II of the Order by January 10, 2020. See text of the Order for further details. Signed by Magistrate Judge Angel D. Mitchell on 1/3/20. (ks)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF KANSAS
LARRY A. LAWSON,
Plaintiff,
v.
SPIRIT AEROSYSTEMS, INC.,
Defendant.

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Case No. 18-1100-EFM-ADM

MEMORANDUM AND ORDER
This matter comes before the court on defendant Spirit AeroSystems, Inc.’s (“Spirit”)
renewed motion to compel. (ECF No. 163.) Spirit asks the court to compel plaintiff Larry A.
Lawson (“Lawson”) and third parties Elliott Associates, L.P. and Elliott International, L.P.
(together, “Elliott”) to produce certain documents and redacted information that Spirit contends
should have been produced under the parameters set forth in the court’s October 8, 2019
Memorandum and Order (ECF No. 141). For the reasons discussed below, Spirit’s motion is
granted in part and denied in part.
I.

BACKGROUND
The background of this lawsuit is more thoroughly set forth in the court’s Memorandum

and Order on Spirit’s motion to dismiss. See Lawson v. Spirit AeroSystems, Inc., No. 18-1100EFM, 2018 WL 3973150, at *1-*4 (D. Kan. Aug. 20, 2018). Highly summarized, Spirit is a tierone manufacturer of aerostructures and aircraft components. Lawson is Spirit’s former chief
executive officer (“CEO”), who retired on July 31, 2016. His Retirement Agreement provided
him with substantial financial benefits and extended his non-compete obligations for two years,
until July 31, 2018.

At the heart of this lawsuit is Lawson’s involvement with business dealings between
Arconic, Inc. (“Arconic”) and Elliot, which Spirit contends constituted a breach of Lawson’s
Retirement Agreement. Arconic is an aircraft component manufacturer, and Elliott is an investor
in Arconic. In January of 2017, Elliott engaged Lawson to provide consulting services in
connection with a proxy contest Elliott launched to replace five Arconic board members. Spirit
contends that this arrangement violated Lawson’s non-compete because Spirit and Arconic are in
the same “business”—i.e., Spirit and Arconic are competitors. Once Spirit learned about Lawson’s
consulting arrangement with Elliott regarding Arconic’s board of directors, Spirit notified Lawson
that this constituted a breach of his non-compete. Spirit stopped paying Lawson and demanded
that he repay what the company had already paid him under the Retirement Agreement. Lawson
disputes that he breached the non-compete. He filed this lawsuit against Spirit seeking to recover
what he believes Spirit owes him under the terms of the Retirement Agreement.
Spirit previously filed a motion to compel production of documents that it believed Lawson
and/or Elliott had improperly withheld or redacted pursuant to the attorney-client privilege, the
work-product doctrine, the common-interest doctrine, and/or the joint-client privilege. (See ECF
No. 105.) The court issued a Memorandum and Order on Spirit’s motion on October 8, 2019, that
established parameters regarding the applicability of these privileges and doctrines to the
documents at issue and directed Lawson and Elliott to produce documents consistent with the
court’s rulings. See Lawson v. Spirit AeroSystems, Inc., No. 18-1100-EFM-ADM, 2019 WL
4958226, at *8, *10, *11-*12 (D. Kan. Oct. 8, 2019). The court granted Spirit leave to file a
renewed motion to compel if the parties could not resolve any remaining dispute regarding Lawson

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and Elliott’s privilege logs. Id. The court further ordered that, if Spirit filed a renewed motion to
compel, Lawson and Elliott were to submit the documents at issue for in camera review. Id.
Spirit filed a renewed motion to compel on November 1. (See ECF No. 163.) Spirit
contends that Lawson and Elliott are continuing to withhold documents that Spirit believes should
have been produced under the court’s order. (Id. at 2.) Specifically, Spirit asks the court to compel
production of the following documents:


Entries 64, 68-75, 77-83, and 86-101 on Lawson and Elliott’s June 28, 2019 log of
withheld documents (ECF No. 156);



Entries 11-23 and 27-38 on Lawson and Elliott’s July 8, 2019 log of redacted
documents (ECF No. 157); and



Entries 3, 7, 16, 26, and 29 on Spirit’s log of documents that it believes were
improperly redacted but did not appear on Lawson and Elliott’s log (ECF No. 1631, at 9-15).1

(Id. at 3.) Lawson opposes Spirit’s motion, arguing that he and Elliott have produced all
documents required under the court’s October 8 Memorandum and Order. (ECF No. 172, at 3.)
II.

DISCUSSION
The court has carefully reviewed the subject documents in camera and finds that Lawson

and Elliott have properly withheld most of the remaining documents in accordance with the court’s
rulings on the parties’ arguments in the October 8 Memorandum and Order. However, the court
will compel Lawson and Elliott to produce the following documents:


Entries 78, 80, and 81 on the June 28 log;



Entry 27 on the July 8 log; and

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Spirit also asks the court to compel Lawson and Elliott to produce entries 61-63, 65, 76, and
84-85 on the June 28 log, entry 26 on the July 8 log, and entry 36 on Spirit’s log. (See ECF No.
163 at 4.) But Elliott produced these documents to Spirit on November 15. (See 172-2 ¶ 13, at 2.)
So Spirit’s motion is denied as moot as to these documents.
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

Entry 16 on Spirit’s log (except the communication from Moldowan to Lawson on
February 6, 2017 at 7:08 p.m., which may be redacted as privileged).

These documents consist of emails that all appear in a chain that Lawson and Elliott already
produced to Spirit on November 15, so they should be produced for consistency.
Spirit devotes much of its briefing to the sufficiency of Lawson and Elliott’s privilege logs.
These logs are not facially inadequate. Further, the court’s in camera review of the documents
allowed the court to determine whether Lawson and Elliott correctly applied the court’s rulings
from the October 8 Memorandum and Order.
Lastly, Lawson asks the court to grant him and Elliott leave to file a motion to recoup their
costs associated with preparing a supplemental privilege log for Spirit and responding to Spirit’s
renewed motion. (ECF No. 172, at 9-10.) But these costs were logically incurred by virtue of
the parties following the procedure outlined in the court’s October 8 Memorandum and Order,
which granted Spirit leave to file the renewed motion. Accordingly, there is no basis upon
which the court would award Lawson and Elliott their costs.
Accordingly,
IT IS THEREFORE ORDERED that defendant Spirit AeroSystems, Inc.’s renewed
motion to compel (ECF No. 163) is granted in part and denied in part. Lawson and Elliott must
produce the documents listed in Part II of this Memorandum and Order by January 10, 2020.
IT IS SO ORDERED.
Dated January 3, 2020, at Topeka, Kansas.
s/ Angel D. Mitchell
Angel D. Mitchell
U.S. Magistrate Judge

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