Janson et al v. LegalZoom.com, Inc.

Filing 192

SUGGESTIONS in opposition re 150 MOTION in limine Regarding LegalZoom's Documents Disclosed After Discovery Deadline filed by James T. Wicks on behalf of Defendant LegalZoom.com, Inc.. Reply suggestions due by 8/26/2011 unless otherwise directed by the court (Attachments: # 1 Exhibit 1, # 2 Exhibit 2, # 3 Exhibit 3, # 4 Exhibit 4, # 5 Exhibit 5)(Related document(s) 150 ) (Wicks, James)

IN THE UNITED STATES DISTRICT
WESTERN DISTRICT OF MISSOURI
CENTRAL DIVISION

TODD JANSON, et al.,

)
)

Plaintiffs,

)
)

vs.

) No. 10-04018-CV-C-NKL
)

LEGALZOOM.COM, INC.,

)
)

Defendant.

)

_____________________________)

DEPOSITION OF EDWARD R. HARTMAN
Taken on behalf of Plaintiffs
August 3, 2010
9:25 a.m.
NAOLA C. VAUGHN, CCR, RPR, CRR, CCP
MO CCR #1052
KS CCR #0895

POHLMANUSA COURT REPORTING [phone]

EXHIBIT 2

22f9ce68-eecd-44e7-a94d-3513cacda2a3

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address.
Q. Do you maintain a record, electronic or
otherwise, of the actual documents that were
provided to the customer by LegalZoom?
A. In general, yes.
Q. Are there exceptions to that where you
don't retain documents?
A. Yes.
Q. Can you tell me about that?
A. Yes. A downloadable form would not be
retained. A stock certificate, a blank stock
certificate would not be retained. There are other
documents of this nature.
Q. But if it's a will or some other -- or a
form of that nature, which is not a downloadable
form, you would retain copies?
A. We would retain, yes.
Q. Has LegalZoom -- do they have a record
of all their customers' names and addresses that
have purchased products from LegalZoom? Have they
maintained that record from LegalZoom's inception?
A. They have.
Q. Do you have any -- is there any policy
that LegalZoom follows as to retention of customer
information?

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customers in Missouri obtained documents through
LegalZoom for the formation of limited liability
companies from December 18, 2004, through the
present, I could do that, or you could do that?
A. LegalZoom could do that within reason.
Q. And what do you mean by that?
A. Well, the customer states that they're
in Missouri. You know, we are taking it on their
word. You say that they're in Missouri. They may
have moved. But in general, yes, sir.
Q. The wills and other documents that are
retained by LegalZoom. If I wanted to see someone
else's will that I had no connection with, could I
contact LegalZoom and review that will?
A. Are you speaking as counsel here, sir,
or as a general member of the public?
Q. Just an ordinary Joe. I call you and I
say, I heard Mary Smith from Jefferson City,
Missouri, got a will, purchased a will through you,
and I'd like to see that. Would you show that to
me?
A. LegalZoom furnishes a sample document
that the customer can look at prior to purchase.
But another customer's information would be
safeguarded under our privacy policy.

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A. LegalZoom has a document retention pool
in place, which is superseded by any pending legal
matter?
Q. Does LegalZoom have a record of -- a
record of all the names and addresses of its
customers in Missouri who have used LegalZoom
services from December 18, 2004, to the present?
A. Yes.
Q. And that record would include not only
the name and address but the type of product
purchased through LegalZoom and the amount that that
customer paid for it; is that right?
A. Yes. Product or products.
Q. The database that you refer to that
contains the information, the name and address and
the product purchased and the amount paid, are you
able to search that database to determine, for
example, how many customers purchased wills in the
state of Missouri for a given time period, or how
many people purchased a power of attorney in
Missouri during a given time period? Do you
understand what I'm saying?
A. I think I do. In general, LegalZoom can
do that.
Q. So if I wanted to know how many

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Q. So you have a privacy policy?
A. Yes.
Q. Are you familiar with that?
A. I am relatively conversant with our
privacy policy.
Q. Can you describe that for me?
A. We hold customer information, the
totality of customer data at the highest level of
security and secrecy. We maintain it in our
database for our internal records.
Q. Why do you think it's important to keep
that a secret?
A. It's a pretty general question. One
reason is obviously for the customer's privacy,
which we believe is an inherent characteristic of
coming to LegalZoom. Or really to any online
merchant. Another reason is to assure the customer
that what they believe, I expect, that is a
reasonable expectation of privacy is respected as
such.
A third reason might be that they would
know that no one could make use of that information
for inappropriate means, just the same way that they
would if they were buying, I don't know, a whole
security system.

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POHLMANUSA COURT REPORTING [phone]

22f9ce68-eecd-44e7-a94d-3513cacda2a3

UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF MISSOURI
CENTRAL DIVISION

TODD JANSON, et al.
Plaintiffs,
vs.

)
)
)CASE NO.
)2:10-cv-04018-NKL

LEGALZOOM, INC.,
Defendant.

)
)

_____________________________)

VIDEOTAPED DEPOSITION OF NELLY JACOBO
April 21, 2011

Reported by: Claire Andrews, CSR No. 13509

POHLMANUSA COURT REPORTING [phone]

e8c69a19-f783-4b6d-bc69-16fbcea93e50

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document -A. Yes.
Q. There's nothing the customer needs to do
except review it, sign it and perhaps have his
spouse sign it, if applicable?
A. Once in a while -- and it also varies on
the state -- we'll have them fill in certain areas,
like maybe their social security or areas that are
missing -- or by missing sometimes areas where
there -- they don't feel as comfortable entering
them on the website -- some customers don't feel
comfortable entering social security, for instance.
But, you know, for the most part, they are complete.
And if something is -- is incomplete, we usually
catch it in our peace of mind review.
Q. What's the peace of mind review?
MR. WICKS: I need to take a call. Can
we -- can take a couple minutes.
MR. SIMERI: Of course we can.
MR. WICKS: Okay.
THE VIDEOGRAPHER: We're off the record.
The time is 3:53.
(Recess)
THE VIDEOGRAPHER: We're back on the
record. The time is 3:57.

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the form or template exists in its entirety. And so
as the customer goes through the questionnaire, if
they don't select certain things, it drops off -Q. Okay.
A. -- is my best explanation.
Q. Understood. Does the customer actually see
the product that it has purchased from LegalZoom
before it arrives in the mail? Or is the first time
the customer sees the final document when they open
up their envelope?
A. They don't see their particular product,
but they do see a sample.
Q. Okay. So there's a -- a generic -A. If they want.
Q. -- sample -- if they want, they can look at
a generic sample that's on the LegalZoom website,
right?
A. Correct.
Q. But in terms of a -- an actual picture of
the document with their customer-specific
information in it, that's not shown to them on the
LegalZoom website?
A. No.
Q. So when the customer buys this product,
it's not like a fillable PDF form appears on their

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BY MR. SIMERI:
Q. Ms. Jacobo, we're back after a brief break.
As you sit here today, you're not aware of any
differences between the divorce product that
LegalZoom sells now and the divorce product that
would have been sold to Missouri customers back in
2008, are you?
A. No. No. There wouldn't be any
differences.
Q. Okay. And -- and the customer answers
questions in the -- via the branching -- the
branching intake questionnaire when they buy the
product?
A. Yes.
Q. All right. And depending on the customer's
answers to questions, are certain provisions
included or not included in the forms -- in the -in the documents that -- let me start the question
over.
Depending on the customer's answers to
various questions on the branching intake
questionnaire, are different provisions included or
excluded from the documents that LegalZoom delivers
to the customers?
A. Yeah. So the way that it works is the --

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screen and they type in the information; that's not
what happens, is it?
A. No.
Q. Okay. What does the customer need to do to
the documents -- to the divorce -- when the customer
receives divorce product -- the divorce product from
LegalZoom, all the customer needs to do is review
and sign it, right?
A. I'd have ask, you know, our -- our legal
team or look exactly at each packet. It -- it
differs from state from types of signature,
sometimes it's -- you have to serve your spouse.
It -- it varies by state.
Q. So there might be other steps the customer
needs to take, but the -- the -- the document that
LegalZoom delivers to the customer is in its final
form?
A. In general.
Q. Okay.
A. There may be times, but in general.
Q. And -- and the -- the -- the thing might be
missing in some cases -- the social security
number -- the customer might have to add that?
A. Yes, in general.
Q. Anything else besides that?

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The -- the -- when a customer purchases a living
will, do they receive documents from LegalZoom?
A. Yes.
Q. What documents do they receive from
LegalZoom when they purchase the living will?
A. It's the living will document which allows
the customer to state their medical wishes -Q. So that's one document that -A. -- regarding -Q. -- they get the actual living will?
A. Yeah. The actual living will. And if they
opt in, they will also get the health care power of
attorney that goes with that, where they nominate
someone to then basically follow their medical
wishes.
Q. So they definitely get a living will; they
might get a healthcare power of attorney?
A. They might get either or. Some people only
want the healthcare power of attorney, so they have
the opportunity to click either one.
Q. Okay. So I didn't say -A. It's part of the product.
Q. -- it right. They might get a living will,
they might not. They might get a healthcare power
of attorney, they might not. They're going to get

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product they're -- LegalZoom presents them with the
branching intake questionnaire?
A. Yes.
Q. Okay. And -- and based on the answers to
the branching intake questionnaire, the LegalZip
software -- LegalZoom takes the information by use
of the LegalZip software and then creates the form
that it's eventually going to deliver to the
customer?
A. Yes.
Q. And then the -- when LegalZoom -- and then
when the -- when the customer actually receives
the -- well, let me back up. Oh, does the customer
see a preview of the living will product on the
screen when they purchase this product, or is the
first time they actually see the document in the
final form it's when they open up the mail.
A. Just like all of our other products, it's
when they open up the mail, but we have generic
samples, I guess.
Q. So they could see a sample if they wanted
to?
A. Yes.
Q. But they're not going to see a picture of
the document that they actually purchased that's

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one of the two, though.
A. Or they might get both.
Q. Or they might get both. And when they -when they purchase this product from LegalZoom the
product they receive -- first of all, they receive
it in the mail, I suppose, or via e-mail?
A. Mail predominantly. And on occasion we -certain packages we also e-mail it, but it
doesn't -- they -- we still mail it -Q. Okay.
A. -- as a follow-up.
Q. So you're always going to receive this -- a
hard copy of this in the mail if you buy the living
trust product?
A. The -- the -- the living will, yes.
Q. You're right. So let me say the question
again. I'm sorry, ma'am. If you buy the living
will product, you're always going to get something
in the mail from LegalZoom?
A. Yes.
Q. And the documents that you receive from
LegalZoom in the mail when you purchase the living
will product, they're in their final form, right?
A. Yes.
Q. And when the customer purchases this

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been populated with their answers to the branching
intake questionnaire?
A. No.
Q. All right. Okay. Next product I need to
ask you about, ma'am, is -- oh, and I have one more
thing on living will, which is Exhibit No. 124. Do
you recognize Exhibit 124?
A. Yes.
(Exhibit 124 marked)
BY MR. SIMERI:
Q. And is it the branching intake
questionnaire for Exhibit 124 -- oh, excuse me -for living will?
A. Yes.
Q. Is -- is Exhibit 124 the branching intake
questionnaire for the living will product?
A. Yes. It's a paper form, yes.
Q. Are some of the -- some of the provisions
on the living will product nonstatic?
A. Yes.
Q. What are some nonstatic provisions with
respect to this product?
A. Organ donation, for instance.
Q. Oh, so if you want to donate an organ,
they'll be a provision on your living will to donate

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THE VIDEOGRAPHER: We're off the record.
The time is 4:33.
(Recess)
THE VIDEOGRAPHER: And we're back on the
record. The time is 4:43.
MR. SIMERI: Okay. We're back after a
break. It was supposed to be five minutes, probably
turned into about 15. And -- but here we are again.
MR. WICKS: So sue me.
BY MR. SIMERI:
Q. So here we are. And the next product that
I'd like to ask you about, Ms. Jacobo, is
LegalZoom's pet protection agreement. Are you
responsible for the pet protection agreement in your
division?
A. Yes.
Q. Okay. When a customer buys a pet
protection agreement from LegalZoom, what do they
get?
A. They get a document.
Q. Okay. What document?
A. A pet agreement -Q. That stands to reason?
A. -- contract.
Q. So they receive a pet protection agreement?

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customers buy when they buy the product certain
provisions might not be included -- certain
provisions might not be included depending on the
answers they gave to the questions, right?
A. That's correct. Just like our other
templates. Whatever they don't select drops off the
main template.
Q. Okay. And then the pet protection
agreement that they receive in the mail from
LegalZoom, it's in its final form, right?
A. Yes.
Q. All they have to do is sign it?
A. Yes. And the other person. Yeah.
Q. And -- and the -- oh, both parties need to
sign it.
A. Yes, it's a contract in this case.
Q. Understood. Good point by you. I'm going
to show you what I'll mark as Exhibit No. 126. And
Ms. Jacobo, I -- what I want to ask you is -- is:
Is this the branching intake questionnaire for the
pet protection agreement?
A. Yes, it is.
(Exhibit 126 marked)
BY MR. SIMERI:
Q. All right. The next document that I'd like

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A. Yes.
Q. Is that the only document they receive when
they buy the pet protection agreement?
A. Yes.
Q. All right. When they go online to buy the
pet protection agreement are they confronted with
the branching intake questionnaire?
A. Yes, they are.
Q. Okay. So when they buy the product it's
not like it's a fillable pet protection agreement on
the screen and they type in the answers, right?
A. No.
Q. All right. Instead the -- the -- the form
is populated by use of the LegalZip software?
A. That's correct.
Q. And then the customer receives the pet -when the customer is still on the LegalZoom they
don't get a preview of the pet protection agreement
that they're going to be receiving, do they?
A. No. They -- they -- they get a sample,
a -- a general sample.
Q. And that -- that has nothing to do with the
answers they gave to the question?
A. Not necessarily.
Q. And the pet protection agreement that the

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to ask you about is the power of attorney. When the
customer purchases LegalZoom's power of attorney
product, they receive documents, right?
A. Yes.
Q. What documents do they receive?
A. It's the power of attorney.
Q. Is that it?
A. Yes.
Q. All right. And the power of attorney they
receive, they receive that after they answer
LegalZoom's branching intake questionnaire questions
on LegalZoom's website?
A. That's correct.
Q. And then LegalZoom takes the information
and populates -- populates the -- we -- we -- then
the LegalZoom -- the LegalZip software does its job,
right?
A. It does.
Q. And then the customer, do they get a
preview of the power of attorney form that they just
purchased on LegalZoom's website?
A. Just a general power of attorney.
Q. They could look at a sample if they want?
A. A sample.
Q. But not one that's specific with their

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A. There are. There's like a quitclaim deed
or a warranty deed, and it can vary by the state.
Q. Does the customer specify the type of deed
that they want, or does the -- LegalZoom determine
the type of deed they need based on their answers to
the questions in the branching intake questionnaire?
A. The customer specifies what type of deed -Q. Okay.
A. -- they want.
Q. And then -- and then when the -- when the
customer purchased this product, they receive a deed
in the mail?
A. Yes.
Q. But it's from UDEED?
A. It's from UDEED.
Q. But the customer pays LegalZoom?
A. The customer pays LegalZoom. And I have to
just say on -- on -- about receiving the -- the deed
in the mail, there's -- the process is handed over
to UDEED. So what goes back and forth, you know,
UDEED handles that. But in essence, yes, the -- the
deed can be sent back or certain paperwork to be
signed and -- but it's all managed through UDEED.
Q. So LegalZoom doesn't do that anymore, true?
A. LegalZoom doesn't do that.

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A. Yes.
Q. And then UDEED sends that deed to the
customer?
A. The customer and wherever else they might
need to send it.
Q. Okay. Does the -- the -A. Or -- or -Q. I know it's evident -A. A county court, you know, recorder.
MR. WICKS: One at a time.
BY MR. SIMERI:
Q. Understood. I know it's evident -- you're
fine. And I know it's evident from the answer you
just gave me, but then the customer when they're on
LegalZoom's website, they don't get to see a picture
of the deed that they're buying?
A. No, they do not.
Q. It's not even done yet?
A. No, they just see a -- a general -- generic
sample.
Q. Okay. And I'll hand you what I'll mark as
Exhibit 128.
THE VIDEOGRAPHER: Your mike fell. Your
mike fell.
(Exhibit 128 marked)

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Q. LegalZoom's not involved in the -- is
LegalZoom involved in the final delivery of the -of the deed to the customer?
A. No.
Q. So when a customer orders his product, they
do answer a branching intake questionnaire on
LegalZoom's website?
A. Correct. If they purchase it stand-alone,
they answer that questionnaire -- intake
questionnaire online. And if they purchase it with
the living trust, they answer the questions directly
with UDEED.
Q. Okay. So if they -- if they -- if the
customer purchases a real estate transfer deed -A. Uh-huh.
Q. -- and it's not in conjunction with the
living trust, then the customer answers the
questions on the branching intake questionnaire
right on LegalZoom's website?
A. That's correct.
Q. And then LegalZoom takes that information
and creates a deed?
A. LegalZoom takes that information and sends
it to UDEED.
Q. Okay. Then UDEED creates the deed?

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BY MR. SIMERI:
Q. Oh. Do you recognize Exhibit 128?
A. Yes.
Q. Is it a branching intake questionnaire for
the real estate transfer deed?
A. Yes.
Q. Are there certain provisions that may or
may not be on a -- a particular deed based on the
customers answers to questions on the real estate
transfer deed branching intake questionnaire?
A. Yes.
Q. Like what?
A. Just like the rest of our products. I'd
have to look through here to find one. But just
like the rest of our products, what doesn't apply,
gets dropped off -- if the customer doesn't select
it, I should say.
Q. Okay. Okay. The last product that I'd
like to ask you about -- well, no, I have two more
I'm sorry, two more. The first one is the real
estate lease. When the customer purchases a real
estate lease from LegalZoom, what is it they get?
A. They get that real estate lease, and they
will get any other documentation that is by state.
You know, it will depend, like, lead disclosure or

19 (Pages 70 to 73)

POHLMANUSA COURT REPORTING [phone]

e8c69a19-f783-4b6d-bc69-16fbcea93e50

UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF MISSOURI
CENTRAL DIVISION
TODD JANSON, et al.
)
Plaintiffs,
vs.

)
)CASE NO.
)2:10-cv-04018-NKL

LEGALZOOM, INC.,
Defendant.

)
)

_____________________________)
VIDEOTAPED DEPOSITION OF ADAM THOMAS
April 21, 2011
Reported by: Claire Andrews, CSR No. 13509

POHLMANUSA COURT REPORTING [phone]

4544d98b-e686-4b46-acf8-6fe1ee1e8fe9

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A. The questions for the copyright application
were, you know, pulled from the government form that
they -- that the government provides for copyright
applications.
Q. Well -- I lost my stickers. We're out of
exhibit stickers -MR. WICKS: Really? Oh -MR. CLEMENT: -- so I'm going to use these
and -MR. WICKS: I left my briefcase upstairs,
but I might have some.
MR. CLEMENT: The court reporter -- the
court reporter can mark them later.
BY MR. CLEMENT:
Q. Let me hand you what's marked as
Exhibit 114. And I'll represent to you that this is
a document that was produced to us as an exemplar
document. Can you identify it for us, please.
A. This is what looks like a screen shot of a
copyright.gov confirmation page.
Q. So the -A. For a copyright application.
(Exhibit 114 marked)
BY MR. CLEMENT:
Q. So the answers that the customer provides

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and some of the information is put into this cover
sheet, which is then kicked back.
Q. So this Exhibit 114 really isn't an
exemplar copyright document?
A. I -- it's part of the -- part of the filing
process, but it's not the actual copyright document.
Q. You said that -A. -- "form" I should say.
Q. Sorry, I didn't mean to interrupt you. You
said that there are about five to seven different
forms that could be used depending on the type of
copyright that you are trying to obtain?
A. Yes.
Q. How does -- and the customer who comes to
LegalZoom and fills out the questions that are
listed on Exhibit 113 doesn't see the actual
government form; is that true?
A. That's true.
Q. When is the -A. They see an example of the form.
Q. When?
A. Within the purchase -- prior to purchase
there's an example.
Q. Does it -- if someone selects "copyright,"
does that example always show up, or does a person

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to the questions listed on Exhibit 113 are used to
fill in the fields in Exhibit 114; is that right?
A. Some of the answers from the questionnaire
are used on this particular screen shot, yeah -Q. Okay.
A. -- on the confirmation, yes.
Q. And -- and you said earlier that the
questions listed in Exhibit 113 were developed from
the government form; is that right?
A. Correct.
Q. Is 114 the government form that you're
talking about?
A. No.
Q. Okay. Explain to me what the government
form is that you're talking about then.
A. The copyright office has a number of forms
for filing copyright applications. They're labeled
things like "TX" for mainly textual-based
copyrights, or "PA" for performing arts -- something
that would be more visually artistic -- and so
forth. And there's about -- I think there's about
five or seven different forms that can be used.
Now, when we submit a copyright to -- application -when an application is -- is uploaded to the
copyright office's website, that form is uploaded

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have to go out and seek out the -- the example?
A. To seek it out.
Q. So if -- if someone doesn't seek out that
example and just selects "copyright," what they're
taken to is this branching question; is that right?
A. There could be an intermediate sign up -sign in or, you know, create-an-account-type screen,
but yes.
Q. Assuming the account's been created?
A. Then they would log in and then they would
come into the questionnaire.
Q. Okay. And -- and the -- after they've
answered the questions, they don't see the final
form that is uploaded to the government's copyright
website; is that right?
A. They'll see it after the application has
been filed and they receive the final packet.
Q. And in the example that you talked about
earlier is an example that doesn't have the
customer-specific information included in it; is
that true?
A. Correct.
Q. How does -- and so the -- the person who's
answering these questions doesn't say, I want a form
for a performing arts copyright? He -- he says, I

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information is populated into prior to filing or
before filing.
Q. The answers that are provided through the
question branching process are used to create 120 to
123, which is a government document?
A. Yes.
Q. All right. Then -- and that's related to a
provisional patent; is that right?
A. Yes.
Q. And it's -- it's a required document in
order to obtain a provisional patent?
A. The ABX isn't required. An inventor could
submit a cocktail napkin technically and that would
be acceptable. This is a format that the USPTO had
put together back in the earlier provisional patent
days. And it was used as a -- a format to generally
follow when submitting applications -Q. Is this -A. -- but it's not required.
Q. Understand. Is this format used in every
provisional patent application that is purchased
through LegalZoom?
A. Yes.
Q. Okay. What is the second part of this
document?

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A. 119.
Q. Exhibit 119 plus a cover -- a cover letter;
is that right?
A. And they also receive 118.
Q. Okay.
A. Which is the cover sheet.
Q. Cover sheet. So there's a cover letter, a
cover sheet, and then Exhibit 119?
A. Yes.
Q. All right. The LegalZoom process -- the
question-and-answer branching process -- is used to
create Exhibits 118 and 119, true?
A. Yes.
Q. Any other documents that are created using
the question-and-answer process for a provisional
patent?
A. No.
Q. Are -- the customer doesn't see these
particular documents prior to receiving them in the
mail; is that correct?
A. Like all of our products that we sell,
there's an example on the website that they could
see prior to purchase.
Q. But that -- that example isn't unique to
the customer, right?

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A. The second part is the government-generated
acknowledgement receipt.
Q. And that's pages 124 through 126?
A. That's correct.
Q. Okay. Is this a document that is created
using the answers to the questions, or is this
created after the application is submitted to the
government and something the government creates?
A. It's something the government creates after
the filing has been submitted.
Q. So the LegalZoom process doesn't have
anything to do with -- with pages 124 through 126,
other than the fact that something was submitted to
the government?
A. Correct.
Q. Okay. What does the customer receive after
the provisional patent application process is
complete?
A. The customer would receive a copy of their
ABX, a copy of the cover sheet, any illustrations
that were drawn for them, and this acknowledgement
receipt, as well as a -- a cover sheet and final -final letter.
Q. So basically what the customer will receive
is -- I'm sorry, what's that exhibit number?

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A. Not unique to the customer.
Q. So the customer never sees their particular
document until they receive it in the mail, true?
A. Correct.
Q. And that's similar to the other products
we've discussed today, right?
A. Yup.
Q. Okay. In the Exhibit 119, are there
certain parts of this document that are either
included or not included based on how a customer
answers particular questions in the questionnaire
branching process?
A. All of the information that the customer
submits on the questionnaire is placed into the ABX.
Q. Right. I -- and I understand. But the way
a customer answers questions may mean that certain
provisions are included in that customer's document,
as opposed to a -- a -- another customer who may
answer the question differently; is that right?
A. Yes. Some customers may complete more
information than others.
Q. And in that case, that customer's document
would include that additional information where the
customer who didn't complete that information would
not have it included in his document?

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POHLMANUSA COURT REPORTING [phone]

4544d98b-e686-4b46-acf8-6fe1ee1e8fe9

UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF MISSOURI
CENTRAL DIVISION

TODD JANSON, et al.
Plaintiffs,
vs.

)
)
)CASE NO.
)2:10-cv-04018-NKL

LEGALZOOM, INC.,
Defendant.

)
)

_____________________________)

VIDEOTAPED DEPOSITION OF JAKE VARGHESE
April 21, 2011

Reported by: Claire Andrews, CSR No. 13509

POHLMANUSA COURT REPORTING [phone]

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there a different amendment form depending on the
type of business entity?
A. You know, I'm not familiar with the
specifics, so I couldn't -- I -- I don't want to
hazard a guess at this point.
Q. Who determines -- how -- how does LegalZoom
know what the proper form for Missouri is?
A. Well, it's the customer's inputs.
Q. No, I know the customer -- but how does -how does -- how does LegalZoom determine which type
of form to offer the customer?
A. Well, the state tells us: This is the
amendment form for an LLC.
Q. And when the state tells you, how does the
state tell you? I'm sure the state doesn't give you
a call; like LegalZoom has to find that out right?
A. It's on the state website.
Q. Okay. So someone from LegalZoom goes to
the state website to determine the proper form?
A. There's no determination. The customer
determines it based on their inputs.
Q. Okay.
A. The customer chooses Missouri.
Q. Right. But I'm saying LegalZoom has to
offer these forms somehow, right?

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A. They do.
Q. So in the branching intake questionnaire,
I'm -- I'm sure at the very beginning they probably
ask the customer what state the customer's business
entity is registered in?
A. I believe that they do.
Q. Okay. And so depending on the answer to
that question, the customer ultimately receives a
different form when they purchase the annual report
product, do they not?
A. Based on the customer inputs the -- they
receive the appropriate forms.
Q. Okay. And those forms differ depending on
the customer inputs?
A. Depending on the state, that's correct.
Q. Well, no matter what state you -- you have
to answer which state you're from, don't you?
A. You do.
Q. And then you get a different form depending
on your answer. The -- let me give you an example.
The form that -- if you put down you're from
California, you get a different product from
LegalZoom than if you put down you're from Missouri,
right?
A. Different form, correct.

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A. What -- what do you mean "offer" the forms?
Q. LegalZoom offers a product called "annual
reports," correct?
A. Yes.
Q. Okay. When LegalZoom offers this product,
they had to determine -- there's 50 different
states, right?
A. That's correct.
Q. Okay. LegalZoom has to determine which
forms apply to which state, right?
A. Correct.
Q. All right. So who does that for LegalZoom?
A. Typically the -- the legal department or
someone in the legal role will do that.
Q. Okay. What does the person in the legal
role do?
A. They, you know, will look at the state and
say -- look at the forms; typically the state will
have a website that will list all the forms that's
for each entity. And the state will -- will
indicate that this is an annual report form and -for an LLC. So the state mandates that this is the
form that you have to use.
Q. And the different states have different
forms, don't they?

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Q. Okay. When a customer purchases this
product, documents are delivered to him or her, are
they not?
A. That is correct.
Q. They come in the mail or by some other -A. Mail or FedEx, correct.
Q. Okay. When the customer receives the
product from LegalZoom, is the product in its final
form?
A. Typically it is.
Q. Is there some circumstance when it wouldn't
be?
A. There are some states where the state will
directly mail some forms directly to the customer.
Q. Is Missouri one of those states?
A. You know, I can't recall if it is.
Q. Okay. When the customer receives the
product in the mail from LegalZoom -- the annual
report product -- that's the first time that the
customer actually sees the annual report, is it not?
A. Specific to the customer's inputs, that is
correct.
Q. Well, the customer doesn't see the -- okay.
There's no screen shot of the annual report that the
customer would see before they receive it in the

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mail, is there?
A. There -- there are sample documents that
are available. If -- if you click into the process
tab on -- on our website, there are sample documents
that they could see.
Q. Okay. Is that the -- is that the legal
form product, or does that refer to annual reports?
A. It -- it refers to all of the -- the
products that we offer.
Q. Okay. But the customer doesn't see the
actual -- the actual form based on their inputs and
their answers to the branching intake questionnaire
until they open up the mail?
A. A specific form, correct.
Q. And LegalZoom charges fees for annual
reports, do they not?
A. Correct.
Q. All right. Next product is called "bylaws
and resolutions." Is bylaws and resolutions a
product that you're familiar with?
A. Yes.
Q. Is that a product that falls under business
services?
A. Yes.
Q. Okay. When a customer orders bylaws and

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Q. What do you mean "the customer creates the
document"?
A. Well, I mean, our software is a self-help
software. And so based on the customer's inputs,
the documents get created and assembled -Q. When you say "get created" -A. And we assemble it and we ship it to them.
Q. Okay. And -- and the -- the -- your -what -- what -- when the -- when the customer is
answering questions on the branching intake
questionnaire, there's not a blank fillable PDF form
that the customer is typing words into, are there?
A. Very -- I mean, it's -- it's a -- it's
question-and-answer. So there are obviously input
fields where they were typing in answers.
Q. Sure. They type in answers. But I'm
saying, is there a form that the customer is typing
in the blanks for?
A. No.
Q. You're familiar with a fillable PDF form -A. Yes.
Q. -- aren't you?
A. Yes.
Q. You've seen that before?
A. Yes.

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resolutions, does the customer receive -- well, let
me ask you this: When a customer purchases a
product, does the customer provide information to
LegalZoom through the branching intake
questionnaire?
A. They input it through the online
questionnaire, correct.
Q. And the online questionnaire is what I've
been referring to as the "branching intake
questionnaire" also?
A. Right.
Q. Those are -- those are the same thing?
A. Yes.
Q. Okay. And when the customer -- what -what happens is the customer answers a series of
questions from LegalZoom when they're -- when
they're -- when they purchase this product?
A. That's correct.
Q. And then depending on those answers,
LegalZoom produces a document -- well, depending on
those answers then LegalZoom produces the final
product for the client, right?
A. Well, based on the customer's inputs.
The -- the -- the customer creates the documents and
then we send it to them, correct.

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Q. That's not what LegalZoom is offering the
customers, is it?
A. For this product?
Q. For this product.
A. No.
Q. In fact, it's not offering the customer
that for any product, except for the product called,
"legal forms," right?
A. I believe that's the case. I can't -- I'm
not going to say -- I'm -- I'm familiar with
everything.
Q. Okay. But certainly for -- for this
product that's the case?
A. Right.
Q. And it's also the case for the other
products we've talked about so far today -- that is
the 501(c)3 preparation, amendment, annual reports,
bylaws and resolutions?
A. Yes.
Q. All right. What documents do you get when
you buy -- buy -- when a -- let me say the question
over again.
When a customer purchases bylaws and
resolutions, what -- what documents do they receive?
A. They receive the bylaws and resolutions and

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A. Yes.
Q. Okay. These -- do these documents -- do
these documents they receive from LegalZoom in their
final form?
A. Yes.
Q. Okay. Does the customer need to do
anything to these documents to make them effective?
A. They do need to sign it.
Q. Okay. Other than signing them, they don't
need to do anything else?
A. Well, they should review it, obviously.
Q. Sure.
A. They should review anything before they
sign it.
Q. Sure. But they don't have to actually
write anything, other than their signature and maybe
the date?
A. Correct.
Q. When we're talking about the bylaws and
resolutions, does the customer get a preview of -does the customer see a screen shot of what the
document that they've purchased from LegalZoom is
before they receive it in the mail?
A. Other than the process that we just
mentioned before regarding seeing a sample document

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BY MR. SIMERI:
Q. Should I save it for -- oh, no, we weren't
going to switch. But I was wondering should -should I save it for -- if -- if -- is -- is -citizenship fall under business services or under
personal services?
A. It used to when it was alive and when we
used to actually do it, it'd fall under business
services.
Q. I understand. Okay. Okay. So it never
fell under personal services?
A. No.
Q. So if I have a choice of asking you about
it or Nelly Jacobo about it, you're the better
person to ask about it?
A. That's probably true.
Q. Okay. What is that -- and is this a
product that's not offered by LegalZoom anymore?
A. That's correct.
Q. When did LegalZoom stop -- well, let me ask
you: What is citizenship -- what is the citizenship
product, I should say?
A. It's the -- the application that you submit
to the BCIS, I believe is what they're called now,
for citizenship.

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on the three-step process, they don't see it
specific to their inputs, no.
Q. That's what I'm wondering. They don't
see -- they don't see a -- a -- a sample -- not a
sample, they don't see the document that LegalZoom
has created based on the inputs that the customer
gave to them, correct?
A. Correct.
Q. Okay. All right. Let's move on to the
next document, which might not be yours.
Citizenship.
A. It was.
Q. It is?
A. It was.
Q. Oh, okay. So what -MR. WICKS: No -- no switch hitting here.
MR. SIMERI: Okay.
MR. WICKS: Well, I -- can -- can you ask
him -MR. SIMERI: Oh, sure.
MR. WICKS: -- the questions. It's fairly
simple.
MR. SIMERI: I'm happy to. Oh, yeah. I'm
happy to.
MR. WICKS: One lawyer one witness.

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Q. When -- what -- what -- for during what
period did LegalZoom offer this product?
A. You know, I'm -- I'm -- I'm not sure about
the specific dates. I believe it was from '04 to
possibly '06.
Q. Did LegalZoom offer the citizenship product
to Missouri customers?
A. Well, citizenship is a -- is a federal
filing. It's a -- it's with the federal agency. So
anyone from anywhere could apply.
Q. Okay. So the answer is "yes." This was
offered to Missouri customers, and everybody else
for that matter?
A. Sure.
Q. All right. And when a customer purchased
the citizen product -- the citizenship product from
LegalZoom, did they receive documents from
LegalZoom?
A. Yes.
Q. What documents did they receive?
A. The prepared citizenship application, as
well as instructions.
Q. And does LegalZoom actually submit the
citizenship application to the federal government,
or would the customer have to do that?

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A. Not -- not -- not where I'm -- I'm
comfortable saying it.
Q. All right. Well, what do you think? With
the understanding that you're not 100 percent?
MR. WICKS: If you know. Don't speculate.
THE WITNESS: I -- I don't know.
BY MR. SIMERI:
Q. Okay. What is the form that the customer
receives -- well, let me put it this way.
Whether -- whether the -- whether the form is -whether the customer signs the form -- a -- a
physical form and DBA -- excuse me. Whether the
customer signs a physical form and mails it back to
DBA for filing -- mails it back to LegalZoom. Let
me start again.
Whether the customer signs the physical
form and returns it to LegalZoom for filing, or
whether the customer somehow signs an electronic
form which LegalZoom files, does the customer -what -- what document does the customer receive when
they purchase this product?
A. They will receive the filed DBA.
Q. Okay.
A. And a cover letter.
Q. And is the filed -- that's just a DBA

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A. Yes.
Q. And then the -- the LegalZip software
generates the form for the customer -- generates -then the LegalZoom software generates the document
for the customer?
A. Based on the customer's inputs, correct.
Q. Okay. And then the -- does the customer
ever see the DBA application in its final form
before the customer -- strike the question.
Are there any -- are there any previews -does the customer -- after -- after the customer
completes the branching intake questionnaire for the
DBA product, are there any screen previews of the
customer's application before it's finalized?
A. When you say "finalized," what do you mean?
Q. Before LegalZoom sends it out?
A. Are you talking about at the final -- the
final package?
Q. No, I'm talking about before the customer
is supposed to sign it.
A. Other than the sample that they can -- they
can view online, no.
Q. No, I'm not talking about the sample. I'm
talking about after the -- after the customer has
answered the questions, is there a -- is there an

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application, I take it?
A. Correct.
Q. And that's the only document associated
with the product?
A. Yes.
Q. Does the customer -- when they purchase
this product -- ever have to do anything to the DBA
application other than sign it?
A. Which -- when -- when are you talking
about? Are you talking about -Q. In either case.
A. When they receive the final package?
Q. No, before filing or after. Does the
customer ever -- at any time in the -- in the
process of purchasing the product that LegalZoom
calls "DBA," does the customer have to do anything
to documents other than sign them -- if they even
have to do that?
A. Well, they need to review them.
Q. Okay. Other than reviewing it and signing
it, do they have to do anything else?
A. Typically, no.
Q. All right. When the customer purchases the
DBA product, does the customer answer questions via
the branching intake questionnaire?

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example of what their application is going to look
like with their answers, if they're ever going to
see?
A. Well, if they have to sign it, yes -Q. Okay.
A. -- they -- they do have to look at it and
they have to review it -Q. Right.
A. -- and they have to make sure that the
inputs are correct.
Q. But they don't see anything on the screen
before they actually receive the copy for signing,
do they?
A. Well, typically we e-mail them a copy, so
they do see it on the screen. And then they can
print it and sign it.
Q. Okay. But not when they're -- not -- not
through the -- not through the website -- not
through the LegalZoom website. It's just after the
document is delivered to the customer -- whether
it's via e-mail or via the U.S. mail, that's when
the customer finally gets to see it, true?
A. I'd say that's a fair statement.
Q. All right. Mr. Varghese, I'm showing you
what I've marked as Exhibit 105. Do you recognize

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what the -- the documents that the customers would
receive in Missouri.
Q. Do Missouri customers receive documents
when they purchase this product?
A. I believe that they do.
Q. Okay. What documents do they receive?
A. The finalized acceptance of the state
recognizing the -- the dissolving of the company and
a cover letter.
Q. They receive an acceptance from the state
of Missouri?
A. Typically, yes.
Q. So what -- what service does LegalZoom
provide to customers when they purchase the product
called "dissolution"?
A. Well, based on the inputs of the customer,
the forms are assembled, and customers typically are
required to sign the dissolution -- not completely
sure on Missouri if that's the case or not. And
the -- the forms are filed with the secretary of
state, and then we send off the -- the -- the
accepted forms from the secretary of state to the
customer.
Q. And what -- what forms does LegalZoom
submit to the secretary of state when a customer

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fillable PDF on the computer screen through
LegalZoom's website, are they?
A. No.
Q. All right. Does the customer see the -the -- the completed document before LegalZoom
submits it to the state government when they
purchase this product?
A. Typically in most situations the -- the
members or the stockholders will have to sign the
dissolution form. So they would see it.
Q. And when they -- when they see the form
that they're supposed to sign, that's all they have
to do is sign it, right?
A. Well, typically they should also review the
form.
Q. Review it and then sign it, right?
A. Right.
Q. And that's the -- that would be the first
time that the customer sees the form. Is that not
true?
A. When they're looking to review and sign?
Q. Yes.
A. Other than a sample, that's -- that would
be correct.
Q. But -- but after they've answered the

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purchases dissolution?
A. The state-required forms.
Q. Okay. Do you know what forms they are in
Missouri?
A. Not -- not specifically.
Q. Do you know generally?
A. Well, generally it's a statement of
dissolution.
Q. That's it?
A. It -- it varies. I -- I mean -- I mean,
each state's different, so it's -- it's whatever the
state-mandated forms are.
Q. So if a customer purchases a product,
LegalZoom -- if a customer purchases this product in
Missouri, LegalZoom submits the appropriate form to
the State of Missouri on behalf of the -- for the
customer?
A. We assemble and then file the documents
with the -- the secretary of state, correct.
Q. All right. When the customer purchases a
product, does the customer give information to
LegalZoom through the branching intake
questionnaire?
A. That is correct.
Q. The customer is not just filling in a

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branching intake questionnaire, there's no preview
of their final application that they can look at on
LegalZoom's website is there?
A. Are you talking about based on their
inputs?
Q. Yes.
A. No.
Q. I'm going to show you what I've marked as
Exhibit 106. Mr. Varghese, do you recognize
Exhibit 106?
A. Yes.
(Exhibit 106 marked)
BY MR. SIMERI:
Q. Is Exhibit 106 the branching intake -well, what is Exhibit 106?
A. It looks like the dissolution questionnaire
in the same format that you showed me the DBA
questionnaire in.
Q. So this is the branching intake -- is this
the branching intake questionnaire for LegalZoom's
dissolution product?
A. I believe it is.
Q. We're done with that. Thank you.
Mr. Varghese, next I'd like to ask you about another
product: foreign qualification. Are you familiar

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A. Typically for review and signature.
Q. All right. And when the customer receives
that document, does the customer receive it in the
mail?
A. They can receive it via mail or e-mail.
Q. All right. And when they receive it via
mail or e-mail, this is the first time that they've
actually seen their application for foreign
qualification, true?
A. I would say that's -- that's true.
Q. There's no opportunity to preview that on
LegalZoom website, is there?
A. Other than the sample.
Q. But this is -- what I'm referring to is
after they've answered the branching intake
questionnaire questions.
A. So -- so are you asking about their
specific inputs?
Q. Yes.
A. When they receive to review and sign would
be the first time that they would be able to preview
it, correct.
Q. And are there different provisions that may
or may not be included in the form based on the
customer's answers to various questions on the

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when the customer purchases LegalZoom's general
partnership agreement?
A. The -- the partnership agreement, plus a
cover letter.
Q. Is the general -- is the general
partnership agreement a product that is created
after the customer answers questions on LegalZoom's
branching intake questionnaire?
A. Based on the customer's inputs, that -that form is assembled, correct.
Q. And -- when -- when you say the
customer's -- when you say the customer's inputs,
you're referring to the branching intake
questionnaire?
A. That is correct.
Q. So just like all these other products we've
talked about, customer gets a series of questions on
LegalZoom's websites, and that's how the information
is provided to LegalZoom by the customer?
A. That's correct.
Q. The -- the -- the general partnership
agreement, how is it -- is it delivered to the
client then?
A. It is.
Q. And how is it delivered to the client?

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branching intake questionnaire?
A. The -- the application is static, so
it's -- it's really the customer's inputs.
Q. And when the customer receives a document
to sign, whether it's via mail or via e-mail, all
the customer needs to do with the foreign
qualification application is review it and sign it,
right?
A. Typically that's -- that's true.
Q. Other than that, the document's complete,
right?
A. Yes.
Q. All right. The next product that I'd like
to ask you about, Mr. Varghese, is the general
partnership agreement. Is the general partnership
agreement a document that business services at
LegalZoom is responsible for?
A. Yes.
Q. What is a general partnership agreement?
A. It's a generic partnership agreement.
Q. Does the customer -- what -- what does a
customer -- well, does a customer receive documents
when they purchase this product?
A. Yes.
Q. What documents does the customer receive

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A. Via FedEx or mail.
Q. When the customer receives the product in
the mail or in the FedEx -- or -- or via FedEx, is
the -- is the general partnership agreement in its
final form?
A. Yes.
Q. All the customer needs to do is review it
and sign it, right?
A. That's correct.
Q. There's no screen preview of the document
that the customer is going to receive in the mail
that the customer would see on LegalZoom's website
when they -- after they've answered the branching
intake questionnaire, is there?
A. Other than the sample that they can
preview.
Q. But I'm not talking about that. I'm
talking about the -- after the -- the -- there's no
preview of the form that the customer is going to
receive in the mail on LegalZoom's website that they
can see, is there?
A. I don't believe there is.
Q. And when they're -- when they're purchasing
the general partnership agreement, there's not a
blank, fillable form on LegalZoom's website that

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you just identified to the customer?
A. When?
Q. Well, let's start the -- let's start over.
Customers when they purchase this product
they've got to answer questions on the branching
intake questionnaire?
A. That is correct.
Q. And I know you just told me, but what are
the -- what are the documents that -- that -- that
are being prepared?
A. Certificate of incorporation.
Q. And what else?
A. I mean, that's typically what it's called:
A statement of incorporation.
Q. Is a -A. It varies.
Q. Is a certificate of incorporation
synonymous with a statement of incorporation?
A. Typically is.
Q. Okay. Is that a -- an application then
that's filed with the state government?
A. That's correct.
Q. And does -- is the -- is the application
sent to the customer, and then the customer reviews
it and signs it, and then -- and then it's filed

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what's the other possibility?
A. Is that we file it with the state agency.
Q. And -- and the customer doesn't have to
physically sign it first?
A. That is correct.
Q. Okay. In either case does the customer -in the case when LegalZoom -- in the case of
LegalZoom filing it without the customer having to
physically sign it, in that case does the
customer -- does the customer receive a PDF of the
document or -- or what happens?
A. I'm not sure when -- when -- when are you
talking about?
Q. Well, with respect to the -- the
circumstance where the customer doesn't have to
physically sign the document but instead LegalZoom
just files it with the state government, in that
case does the customer have a chance to review the
document before it's filed with the state
government?
A. Well, typically customers always have the
opportunity to review their answers and -- and -and their inputs. So they always have that
opportunity.
Q. I understand. Does the government -- let

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with the state government?
A. It varies. In some cases, yes, some cases
no.
Q. Okay. What are the -- what are the -what's the other possibility, if it's not sent to
the customer?
A. The -- the fact that we are able to file
it.
Q. So -- so -- so in some cases if a customer
purchases this, the customer receives a form in the
mail which the customer signs and then sends off to
the state government, right?
A. Mail or e-mail.
Q. Okay. And then other -- oh, and then
another -- so by mail or e-mail the customer
receives this document from LegalZoom -- in some
cases -- and then the customer signs it and sends it
off to the appropriate state authority, true?
A. No.
Q. Okay. What's -- what's -A. The customer will send it back to
LegalZoom.
Q. Okay. And -A. And then we file it with the state agency.
Q. Okay. So that's one possibility. And then

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me put the question to you a better way then: Does
the customer see the final document before it's
filed with the state agency?
A. No. Other than when they have to sign the
document.
Q. Okay. So there's two possibilities. One
possibility is where the customer has to sign it.
In that case they see it because they have a copy
sitting on their desk that they're supposed to
review and sign, right?
A. That's correct.
Q. And in that case the document -- other than
needing the review and the signatures -- is in its
final form, right?
A. Correct.
Q. Okay. And in the other case the
customer -- where LegalZoom doesn't send it to them
first, but instead it's just sent straight to the
state agency by LegalZoom, in that case the customer
doesn't see the document before it's filed, does he?
A. Other than reviewing their answers,
correct.
Q. Okay. They review their answers, but
that's different from actually seeing the document.
There's not a picture of the document that appears

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on the computer screen, is there?
A. Other than the sample that they have an
ability to see, no.
Q. Right. And -- and the sample doesn't have
anything to do with -- the -- the sample's not
something that includes the answers that the
customer's given to LegalZoom by the branching
intake questionnaire, does it -- or is it?
A. You mean regarding their specific inputs?
Q. Right. It doesn't have the specific
inputs?
A. That's correct.
Q. The sample -- when -- in -- in all these
answers whenever you reference the sample, the
sample never has the customer's specific inputs,
right?
A. Well, we never want to put a customer's
inputs for anybody to see -Q. Okay.
A. -- for everybody to see.
Q. I understand that's why, but it's true,
right?
A. That's correct.
Q. So whenever we've talked about a sample in
this deposition for any of these products, we can --

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incorporation that will be included in the -- in
the -- in the document contingent upon the
customer's answers to certain questions?
A. I mean, the -- the state mandates what's
needed on the forms. So how the customer answers it
or inputs their information is going to be
different. So that's unique to each form. But the
required information is -- is mandated by the
secretary of state. So there's no -Q. So with respect to this product, it's
different from something like a will where you could
include a provision in a will or not include a
provision in the will. This one is -- the
incorporation is going to be different because it's
a -- a state-mandated -- they're state-mandated
requirements as to what has to be in the document,
right?
A. I can't really compare it to a will because
it's not my product.
Q. Okay. Well, okay, for instance an LLC
operating agreement, is that a -- is that a -- a
product that falls under your jurisdiction?
A. Yes.
Q. Okay. A -- a -- an LLC operating agreement
will include certain provisions or not include

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we can agree that the sample never has the
customer's specifics inputs in it, true?
A. That's true.
Q. All right. The next -- oh, let me show you
what I've marked as Exhibit 108 -- or excuse me -let me show you what I've marked as Exhibit 104. Do
you recognize 104, Mr. Varghese?
A. I recognize the inputs, yes.
Q. And is -- is Exhibit 104 the branching
intake questionnaire questions that LegalZoom uses
when a customer buys the incorporation product from
LegalZoom?
A. Yes.
Q. All right. If I could please have it back.
That's all we have to do with it. And when a -when a customer purchases the incorporation product,
are there certain provisions that will be included
depending on their answers to the questions of the
branching intake questionnaire?
A. I mean, everything is mandated by the state
as to what's required. So, you know, based inputs
we -- we -- we assemble the -- the appropriate
documents.
Q. Are there certain -- are there certain -are there certain provisions of the certificate of

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certain provisions depending on what the parties to
the agreement agree to, right?
A. The -- I mean, the -- based on the inputs,
the answers will be unique to the customer.
Q. Okay. Well, that's true, but I'm saying
that two different -- depending on the customer's
inputs when they're answering the questions of the
branching intake questionnaire -- with respect to an
LLC operating agreement you might have a whole
provision that's not there depending on how they
answered the question, true?
A. I'm trying to think if -- you know, I can't
specifically recall if there are provisions taken
out or not. It's just input of their -- their
information into the document for the operating
agreement specifically as -- as we're -- as we're
talking about it.
Q. Okay. The next product I'd like to ask you
about is called "initial reports." Is that a
product that you're -A. Yes.
Q. -- responsible for in business services?
A. Yes.
Q. What is initial reports?
A. There are certain states that require

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within anywhere from 60 to 90 days of the initial
filing of the entity that you have to file a report
with the secretary of state.
Q. Is -- is this something that's required in
Missouri?
A. I can't recall if it is.
Q. What are the -- when a customer purchases
the initial reports product, does the customer -are -- are there documents created for the customer?
A. The -- the initial report form is assembled
for the customer is based on their input.
Q. Okay. So the customer -- this is a
document involved?
A. Typically there's a document.
Q. All right. And what document is that?
A. It's whatever the state has required.
Q. Does the customer receive that document in
the mail or through Federal Express?
A. Depending on whether there is a need for
signature.
Q. All right. And is the process the same as
for -- for instance the incorporation where
sometimes LegalZoom files it directly on behalf of
the customer, and other times the customer signs it
first and then sends it back to LegalZoom?

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Q. And so they get an agreement -- that -when they purchase this product, do they receive
documents?
A. Yes.
Q. And is the document that they receive a
joint venture agreement?
A. That's what it's called, yes.
Q. Is that the only document they receive when
they purchase this product, or is there some other
documents that they get?
A. Other than a cover letter.
Q. Okay. I'm going show you what I've marked
as Exhibit 108. Mr. Varghese, is Exhibit 108 the
branching intake questionnaire for LegalZoom's joint
venture product?
A. Yes.
(Exhibit 108 marked)
BY MR. SIMERI:
Q. And when a customer purchases the joint
venture product, do they answer questions through
the branching intake questionnaire?
A. Yes.
Q. And does the customer see the -- does -does the customer -- when the customer receives the
product from LegalZoom -- the joint venture

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A. That's probably the variations that exist,
yeah.
Q. And when the customer receives the document
to review and sign, that's the first time the
customer has seen the initial report document, true?
A. Other than reviewing their inputs, correct.
Q. Okay. They don't -- there's no screen
preview of the document that they're -- that they're
purchasing before they receive it in the mail, is
there?
A. Other than the sample that they can
preview, correct.
Q. And -- and the sample has -- has nothing to
do with the specific inputs that the customer is
given?
A. That's fair. Yeah.
Q. Next -- next product I'd like to ask you
about is called "joint venture agreement." Is that
a product that -- that business services is -- is
responsible for -- the "joint venture agreement"?
A. Yes.
Q. When a customer purchases this product,
what are they purchasing?
A. It's a -- it's an agreement to participate
in a joint venture.

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product -- that product is in its final form, right?
A. That is correct.
Q. The only thing it needs is to be reviewed
and signed?
A. That is correct.
Q. There's nothing else the customer needs to
do to the joint venture agreement?
A. Typically that's the case, yes.
Q. And the -- are certain -- do the provisions
of the joint venture agreement that the customer
buys from LegalZoom -- do these provisions vary
based on the customers answers to questions in the
joint -- in the branching intake questionnaire?
A. I think the inputs vary.
Q. Okay.
A. The inputs vary.
Q. What do you mean by that?
A. Well, customers are going to answer the
questions differently.
Q. Oh, I see. So John Smith puts his name as
"John Smith," and Bill Jones puts his name as "Bill
Jones."
A. Correct.
Q. But then there'll be -- there -- putting
aside variances of that -- of that type, are there

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options which lead actually to different provisions
being in the joint venture agreement based on the
customers answers to the questions in the branching
intake questionnaire?
A. I believe the joint venture agreement is
static.
Q. And when you say "static," what do you mean
by that?
A. I believe that all -- they get all
provisions.
Q. Okay. Are there other agreements that
aren't static -- excuse me -- are there other
products that aren't static?
A. I can't recall if they're all static or
not.
Q. Okay.
A. There's -- and -- and when I -- when I -when I refer to that as -- as for example if a
customer chooses to be an S corporation, there's -there's language that goes in for an S corporation
that does not exist if they chose to be a C
corporation.
Q. So that form wouldn't be static?
A. That's based on the customers input.
Q. Right. I know that. But that --

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Q. But I'm wondering, based on the specific
input then, will a whole nother paragraph appear in
some cases on the joint venture agreement?
A. I don't believe that that's the case.
Q. Okay. And are there some products where
that does happen?
A. I can't speak to all the products.
Q. Well, I know. I know. I'm not asking you
to. I'm asking you to speak to some where that
happens. There must be some where that happens.
A. Within business services?
Q. Yes.
A. One -- one example is if they choose to be
a 501(c)3 organization, that language would appear.
Q. Okay. Okay. Any more examples?
A. I think that's probably the most one that I
can think of right now.
Q. All right. All right. I think we're done
with Exhibit 108. Thank you, Mr. Varghese.
The next product I'd like to ask you about
is called "limited liability partnership." Is this
a product that business services is responsible for?
A. Yes.
Q. When a customer purchases limited liability
partnership, does the customer receive documents

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A. Yeah.
Q. -- form is -- I -- that's not what I'm
asking. I -- you -- you just described -- you just
described the joint venture agreement as being
static, which suggests to me there's a possibility
that there's some products that aren't static.
And -- and as an example you're saying the S
corporation -- which -- which one were you saying
that isn't static?
A. I was -- what I was saying was if the
customer put in -- decided that they wanted to be an
S corporation, there would be language that says
that they want to be an S corporation, which is
different than if they wanted to be a C corporation.
Q. I see. And what type -- and -- and -- and
the -- the joint venture agreement you're saying is
going to be the same for every customer, regardless
of -- regardless of how they answer the questions in
the joint venture -- regardless of how they answer
questions in the questionnaire here?
A. I mean, their inputs are going to be
different.
Q. Sure.
A. It's going to be -- it's -- it's going to
be what their inputs are.

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from LegalZoom?
A. Yes.
Q. What documents does the customer receive
from LegalZoom when they purchase the product called
"limited liability partnership"?
A. The certificate of partnership is typically
what it's called, but it can vary.
Q. Are there any other documents that they
receive when they purchase this product?
A. Cover letter.
Q. Any other documents besides that?
A. That's -- that's it.
Q. When the customer purchases this product,
do they answer questions by the branching intake
questionnaire?
A. They do.
Q. And when the customer purchases this
product, other than the examples that we keep
referring to, does the customer see a preview of
the -- the document that they're going receive in
the mail through LegalZoom's website before they
receive it in the mail?
A. Sorry, that was little confusing.
Q. It probably was. When they -- when they -is there a preview on LegalZoom's website of this

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document that they get to see after they've answered
the branching intake questionnaire?
A. Other than the sample, no.
Q. Okay. They just receive it in the mail,
and that's the first time that they see what the
final document looks like?
A. When they need to sign it and review it,
correct.
Q. That's the first time whether they -and -- and whether they received it in the mail or
via e-mail?
A. Correct.
Q. All right. And the customers when they
receive it, they need to review it and they need to
sign it. There's nothing else they need to do to
the document, though, other than that?
A. Typically that's true.
Q. All right. Next document I'd like to ask
you about is called "limited partnership." Is that
a document that business services was responsible
for?
A. Yes.
Q. What is the product called "limited
partnership"?
A. What do you mean, what is it?

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depending on the customer's answer to the questions?
A. It's -- it's really based on state. The
state mandates what's required on the forms. And
the -- the questionnaire asks for that information.
And the customer inputs that information and that's
what's inputted in -- inputted onto the forms.
Q. So you're saying for some states it might
be static and some states it might not be static?
A. Most of the states are -- are pretty set on
what they need.
Q. Do you know whether Missouri is or not?
A. To the best of my knowledge, I believe it
is.
Q. Okay. Does a customer -- does the customer
see the completed form through LegalZoom's website
before the customer receives it in the mail or via
e-mail?
A. Other than the sample, no.
Q. Okay. And the sample you're talking about
is the one that doesn't include the customer's
specific inputs, right?
A. That's correct.
Q. The customer does not see on the website a
preview of a form with all of that customer's
specific inputs, right?

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Q. Well, when a customer buys this product
from LegalZoom, what are they buying?
A. They're forming a limited partnership.
Q. Okay. And does -- do they receive
documents as part of this process?
A. They do.
Q. What documents do they receive?
A. A certificate of -- usually a certificate
of partnership or formation.
Q. Do they -- when they're -- when they're -when they go on LegalZoom's website and indicate
that they want to purchase a limited partnership, do
they answer questions via LegalZoom's branching
question -- branching intake questionnaire?
A. They do.
Q. I'm showing you what I've marked as
Exhibit 109. My question for you, Mr. Varghese, is:
Is this the branching intake questionnaire for
LegalZoom's product called "limited partnership"?
A. These are the questions, yes.
(Exhibit 109 marked)
BY MR. SIMERI:
Q. And when the customer purchases this
product, is the form static or are there certain
provisions that are included or not included,

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A. That's correct.
Q. Instead, all the customer sees is -when -- when the first time the customer sees the -the -- the -- the document is when they receive it
and -- and they're supposed to review and sign it,
right?
A. That's correct.
Q. And the customer reviews it and signs it,
and that's all the customer has to do with that
document, right?
A. Typically that's the case.
Q. All right. Next document I'd like to ask
you about is called the -- oh, and I'm sorry if I
could please have it back. Thank you, sir.
The next document I want to ask you about
is called the "LLC." The LLC. Is the LLC a product
that LegalZoom sells to Missouri customers?
A. We -- we sell the LLC, correct.
Q. And you sell it to Missourians too, right?
A. Correct.
Q. And it's a -- it's a product that you're
responsible for in business services, correct?
A. That's correct.
Q. When a customer purchases the product
called "LLC," does the customer receive documents?

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A. They do.
Q. Mr. Varghese, what -- what documents does
the customer receive when they purchase this
product?
A. Typically it's a state form that's -- that
says "certificate of organization." -- evidence that
it's been filed.
Q. Does the customer receive an operating
agreement?
A. They do.
Q. So we got their certificate of
organization, probably the cover letter, right?
A. That's correct.
Q. The evidence of filing, right?
A. That's correct.
Q. And operating agreement?
A. That's correct.
Q. Anything else?
A. Depending on the customer's inputs -- if
they've chosen the EIN, if they've chosen sellers or
state tax ID, and then any other special offers and
marketing materials that we have.
Q. Okay. And if they've chosen EIN, what's
that mean? If they -- if they already -- if -LegalZoom will -- will also prepare an EIN form for

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A. Yes.
Q. And I -- I -- I -- I should have asked
you -- EIN, do you know what that stands for?
A. Employer identification number.
Q. Okay. And -- and sir, if you could hand -thank you?
A. Sorry.
Q. I'm sorry to keep making you hand things.
I know it's hard enough just to answer questions and
think without being told what to do with paper all
day, so -A. No worries.
Q. I don't know a better way to do it, though.
Mr. Varghese, when the customer purchases this
product from LegalZoom, does the customer get to see
a preview of the documents that he's purchasing on
his computer screen through LegalZoom's website
before LegalZoom delivers these documents to him?
A. Other than the sample, and other than if
they -- when and if they need the signature, no.
Q. Okay. So instead LegalZoom sends the
documents to the customer typically via mail, right?
A. Mail or FedEx, correct.
Q. Okay. And then -- and then at that point
all the customer needs to do is review and sign the

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them?
A. That's correct.
Q. That's the form by which you get an EIN for
a new entity?
A. That's correct.
Q. And they'll -- they'll also -- LegalZoom
will also prepare a form by which the customer gets
a state tax ID number?
A. That's correct.
Q. That depends on how the -- the customer
answers the questions in the branching intake
questionnaire?
A. Correct.
Q. I'm going to show you what I've marked as
Exhibit 110.
A. Okay.
Q. What's Exhibit 110?
A. It seems like the questions for the LLC.
(Exhibit 110 marked)
BY MR. SIMERI:
Q. So just like the other ones we've been
talking about, this is the branching intake
questionnaire for LegalZoom's LLC product?
A. Yes.
Q. That's what Exhibit 110 is?

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documents, right?
A. Typically that's correct.
Q. Is the operating agreement static?
A. I believe that all of the -- the provisions
within the operating agreement appear -- yes, I
believe it is.
Q. So no matter how the customer answers the
questions, the operating agreement is going to look
the same?
A. Well, there's -- there's -- there's inputs
that -- that the customer puts in, and obviously
state differences that exist as well.
Q. Well, I understand that names are going to
be different, addresses are going to be different,
names of the LLC are going to be different; what I'm
wondering is are there going to be whole provisions
that are either present or not present, depending on
the answers to the customer's questions of the
branching intake questionnaire?
A. Well, how states have determined different
rules differ, so they do need to differ by state.
Q. Well -- well, will different provisions be
appearing depending on whether it's member-managed
or -- or manager-managed?
A. Yes.

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