Martin v. Tesoro Corp et al

Filing 109

MEMORANDUM RULING re 95 MOTION to Quash Deposition Notice issued by Bill Martin or, in the alternative MOTION for Protective Order filed by Tesoro Corp. It is ORDERED that Tesoro's Motion for Protective Order is GRANTED. Signed by Magistrate Judge Kathleen Kay on 12/12/2012. (crt,Benoit, T)

UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF LOUISIANA
LAKE CHARLES DIVISION
BILL MARTIN

:

DOCKET NO. 11-cv-1413

VERSUS

:

JUDGE MINALDI

KOCH INDUSSTRIES, INC., ET AL

:

MAGISTRATE JUDGE KAY

MEMORANDUM RULING
Before the court is a Motion to Quash Deposition Notice1 or in the alternative a Motion
for Protective Order [doc. 95] filed by defendant, Tesoro Corporation.

For the following

reasons, the Motion for a Protective Order is GRANTED.
On January 19, 2012, Tesoro Crude Oil Company (“Tesoro”) through one of its former
officers filed a Motion to Dismiss under FED. R. CIV. PRO. 12(b)(5) and 12 (b)(6) asserting that
plaintiff’s claims against it have abated because Tesoro has dissolved and plaintiff failed to file
his claim within the company’s three year corporate survival period. Doc. 67. Plaintiff, in
response to the motion to dismiss, requested that the court continue the hearing on the motion
and allow him leave to conduct discovery to determine whether Tesoro had if fact dissolved and,
if so, which successor is the appropriate party. Doc. 76.
On May 21, 2012, the Honorable Patricia Minaldi issued a Memorandum Order wherein
she determined that under Delaware law, the law under which the Tesoro corporation was
organized, “suits must be brought within three years of the date of dissolution ‘or for such longer
period as the Court of Chancery shall in its discretion direct.’” Doc. 88, p. 2 (citing 8 Del.C. §
278 (2012)). The Court, noting that the Court of Chancery may extend the three year period,
granted plaintiff’s motion to continue the hearing on the motion to dismiss and granted plaintiff
1

On June 18, 2012 by electronic order the Motion to Quash Deposition Notice was rendered moot because the
deposition did not take place. Doc. 100.

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“30 days in which to inquire whether such an extension has been granted.” Doc. 88, p. 2.
Following this Order plaintiff requested a FED. R. CIV. PRO 30(b)(6) corporate deposition
of Tesoro. Tesoro filed the present Motion to Quash/Motion for Protective Order seeking relief
from plaintiff’s Notice of Intention to take Deposition of Corporate Representative. In its motion
Tesoro alleges that the deposition notice is premature, lacks reasonable notice, and that the
subject matter of the deposition is irrelevant and exceeds the inquiry allowed in the Court’s May
21, 2012, Memorandum Order.
In response to Tesoro’s motion plaintiff proposed to narrow the list of deposition topics;
however, Tesoro maintains that the amended deposition topics remain broad and outside the
scope of the Court’s Memorandum Order. Plaintiff argues that the list of limited topics is
relevant and necessary in order to respond to the motion to dismiss. Plaintiff’s amended list of
topics includes:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.

Circumstances surrounding the alleged dissolution of Tesoro Crude Oil
Company;
When Tesoro Crude Oil Company ceased conducting business;
The transfer/disposal of assets and liabilities of Tesoro Crude Oil
Company;
Disbursement of stock leading up to dissolution;
Shared directors and officers of Tesoro Crude Oil Company and Tesoro
Corporation;
Shares policies and business practices of Tesoro Crude Oil Company and
Tesoro Corporation;
Ongoing Tesoro Crude Oil Company operations within 5 years of their
alleged dissolution;
The continued operations and operators of Tesoro Crude Oil Company’s
former projects before and after their dissolution;
Liquidation of Tesoro Crude Oil Company assets prior to dissolution;
Tesoro Crude Oil Company business dealings during the dissolution
process;
Tesoro Crude Oil Company business dealings following dissolution;
Forfeiture of Corporate charter for Tesoro Crude Oil Company;
Tesoro Crude Oil Company’s involvement in the injuries alleged by
Plaintiff;
Tesoro Crude Oil Company’s knowledge of the injuries sustained by
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15.
16.
17.
18.
19.

Plaintiff prior to dissolution;
Tesoro Crude Oil Company’s existence of books and records;
Tesoro Crude Oil Company existing debts before and after dissolution;
Indemnity agreements involving the transfer of Tesoro Crude Oil
Company’s assets;
Compliance with all withdrawal/dissolution requirements;
All information and affidavits used in support of Tesoro Crude Oil
Company’s motion to dismiss.

See Doc. 102, att. 2, p. 2.
This court, after reviewing plaintiff’s amended list of deposition topics, concludes that
the intended inquiries are clearly beyond the scope of the Order issued by Judge Minaldi on May
21, 2012. It appears that plaintiff is attempting to use Judge Minaldi’s very limited leave to
conduct discovery in order to defeat the motion to dismiss. As stated by Judge Minaldi, “[t]he
disposition of Tesoro Crude Oil Company’s former assets is …irrelevant to whether or not it
should be dismissed as a defendant. The identities of the company’s successor entities, if any
exist, may be determined without Tesoro Crude Oil Corporation remaining as a defendant.”
Doc. 88, p. 2. The list of proposed topics submitted by plaintiff goes well beyond the corporateextension inquiry authorized by Judge Minaldi. Accordingly, it is
ORDERED that Tesoro’s motion for a protective order is GRANTED and plaintiff is
instructed that any deposition taken of Tesoro or its representative be limited to inquiries
concerning whether or not the Delaware Court of Chancery extended the three year period during
which a dissolved corporation retains its capacity to be sued.
THUS DONE AND SIGNED in Chambers this 12th day of December, 2012.

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