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Enviropak Corporation v. Zenfinity Capital, LLC

United States District Court, E.D. Missouri, Eastern Division

October 22, 2014

ENVIROPAK CORPORATION, Plaintiff,
v.
ZENFINITY CAPITAL, LLC, et al., Defendants.

MEMORANDUM AND ORDER

E. RICHARD WEBBER, Senior District Judge.

This matter comes before the Court on "Plaintiff's Motion to Compel Defendant's Discovery Responses" [ECF No. 31].

I. BACKGROUND

This lawsuit arises out of negotiations between Defendant Zenfinity Capital, LLC, and Plaintiff EnviroPAK Corporation, a manufacturer of protective molded pulp packaging. Plaintiff alleges it was contacted by Defendant, in May 2013, regarding a proposal to purchase Plaintiff. Plaintiff contends, to aid in the negotiation process, the parties entered into a "Mutual Confidentiality Agreement, " which prohibited Defendant's disclosure and use of "Confidential Information, " including customer information and proprietary information. The Mutual Confidentiality Agreement dictated neither party would interfere with the employment relationships of the other party's employees. Plaintiff states it rejected Defendant's ensuing purchase offer in July 2013.

In April 2014, Plaintiff initiated this lawsuit by filing its "Complaint" [ECF No. 1]. The Complaint asserted two breach of contract claims (Counts I and II), a claim for tortious interference with a business relationship (Count III), and a violation of the Missouri Uniform Trade Secrets Act for misappropriation of trade secrets (Count IV). Specifically, Plaintiff alleged Defendant violated the Mutual Confidentiality Agreement by hiring Plaintiff's then-Vice President of Manufacturing, Rodney Heenan, who was previously bound by a "Confidentiality, Non-Disclosure, and Non-Compete Agreement" with Plaintiff. Plaintiff also alleged Heenan has disclosed, and continues to disclose, confidential information to Defendant, including trade secrets and customer information.

Amended Complaint and Amended Case Management Order:

On September 30, 2014, Plaintiff filed its "Motion for Leave to File its First Amended Complaint, Motion to File its First Amended Complaint Under Seal" [ECF No. 36]. The same day, Plaintiff also filed its "Motion to Reassign the Case to Track 3 or, in the Alternative, Extend the Discovery Deadlines" [ECF No. 37].

Plaintiff's "First Amended Complaint" [ECF No. 41], filed October 2, 2014, includes additional defendants and additional claims. Specifically, Plaintiff now brings claims against (in addition to the original defendant Zenfinity Capital, LLC) Zenfinity Capital Group, LLC ("Zenfinity Group"); Footprint, LLC; Footprint MX S. De. R.L. de C.V.; and Jared Bearinger (a/k/a Gene Bearinger). Count I of the Amended Complaint is a breach of contract claim against Defendant [ECF No. 41 at 13]. Count II alleges "tortious interference with business relationships and contracts" by all defendants [ECF No. 41 at 14]. Count III is a separate allegation of "tortious interference with a contract" against Zenfinity Group, Footprint, Footprint MX, and Bearinger [ECF No. 41 at 17]. Count IV alleges violations of the Missouri Uniform Trade Secrets Act by Zenfinity and Bearinger [ECF No. 41 at 18]. Count V alleges all defendants engaged in "civil conspiracy to violate the Missouri Uniform Trade Secrets Act" [ECF No. 41 at 20]. Count VI alleges all defendants engaged in "civil conspiracy to tort[i]ously interfere with contracts" [ECF No. 41 at 21]. Finally, Count VII alleges the violation of the Sherman Anti-Trust Act by all defendants [ECF No. 41 at 22].[1]

On October 10, 2014, this Court granted Plaintiff's Motion to Extend the Discovery Deadlines [ECF No. 48]. Accordingly, the Court issued its "Amended Case Management Order" that same day [ECF No. 47].

Motion to Compel:

On May 23, 2014, Plaintiff served Defendant with its "First Set [of] Interrogatories of Documents to Defendant" [ECF No. 39-3] and "First Request for Production of Documents to Defendant" [ECF No. 39-2]. Among other things, Plaintiff requested "[a]ll communication and documents to, from, or related to Plaintiff whether oral, written or recorded in any way including all memorandum, notice of other documents memorializing conversations between Plaintiff and Defendant" (Request 1); "[a]ll communication and documents to, from, or related to Rodney Heenan whether oral, written or recorded in any way including all memorandum, notice of other documents memorializing conversations between Plaintiff and Rodney Heenan" (Request 2); "[a]ll documents received by Defendant or any affiliated companies (including Footprint, LLC) from Rodney Heenan" (Request 3); "[a]ll communication and documents to, from, or related to current or former employees of Plaintiff whether oral, written or recorded in any way including all memorandum, notice of other documents memorializing conversations between Plaintiff and current or former employees of Plaintiff" (Request 4); "[a]ll communication and documents to, from, or related to current or former customers of Plaintiff whether oral, written or recorded in any way including all memorandum, notice of other documents memorializing conversations between Plaintiff and current or former customers of Plaintiff" (Request 5); "[a]ll communication and documents related to the Zenfinity Agreement attached as Exhibit A to Plaintiff's Complaint" (Request 6); "[a]ll documents related to Defendant's corporate structure or ownership, including, but not limited to, Articles of Organization, Certificates of Organization, and operating Agreements" (Request 7) [ECF No. 39-2 at 1-3]. Additionally, the the interrogatories included the following questions:

2. Is Defendant aware of any statement(s) made by Plaintiff or any of its officers or agents regarding the occurrences mentioned in Plaintiff's Complaint whether oral, written or recorded in any way including but not limited to, stenographic, mechanical, electrical, audio, video, motion picture, photograph or other recording transcription thereof? If so, please state the following:... [Plaintiff then requests additional information about the statements]... 5. List and identify all affiliates and subsidiaries of Defendant (including but not limited to Footprint, LLC, ERI Mexicali, Footprint MX S.de.R.L.ed C.V., and Footprint US) and for each state:... [Plaintiff then requests additional information about the affiliates/subsidiaries]... 8. Describe all communication, written or oral, between Defendant and any current or former employees of Defendant, including in your description the name of that employee and the date and subject matter of each communication.

[ECF No. 39-3 at 7-9]. On July 9, 2014, Defendant provided responses to Plaintiff's discovery requests [ECF No. 31-1].

On August 15, 2014, this Court issued a "Confidentiality and Protective Order" [ECF No. 25]. After a joint motion by the parties, the Court issued an "Amended Confidentiality and Protective Order" [ECF No. 27]. The Amended Protective Order covered the "designation of confidential information, " "access to confidential information, " and "use of confidential information." One provision particularly relevant to the pending motion states:

Certain information constituting trade secrets or other highly confidential documents and information and confidential internal business communications not publicly known or disseminated may be designated as "Confidential - Attorneys' Eyes Only" by any named party or by any non-party to the ...

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