United States District Court, E.D. Missouri, Eastern Division
MEMORANDUM AND ORDER
G. FLEISSIG UNITED STATES DISTRICT JUDGE
matter is before the Court on Plaintiff Blue Rooster
LLC's motion (ECF No. 22) to compel Defendant Perficient,
Inc. to respond to Plaintiff's requests for production.
For the reasons set forth below, the motion will be granted
in part and denied in part.
breach of contract action arises out of Defendant's
purchase of Plaintiff's proprietary software and services
known as Rise Foundation (“Rise”). The purchase
agreement was signed and finalized on October 12, 2015, and
the deal closed on December 31, 2015.
alleges that Defendant has not paid all monies due and owing
pursuing to the parties' purchase agreement.
Specifically, Plaintiff alleges that Defendant agreed to pay
Plaintiff a percentage of the revenue it earned from Rise
after deduction of certain costs. Plaintiff alleges that
Defendant has failed to provide payment owed and has falsely
claimed that it has received little or no revenue from Rise.
Plaintiff alleges that Defendant has failed to provide
sufficient information about its Rise revenue and that it has
mischaracterized or artificially depressed its Rise revenue
to avoid paying Plaintiff.
current discovery dispute arises out of the following three
requests for production, in which Plaintiff seeks financial
documents reflecting revenue for Defendant's Microsoft
Division, which is the division that sells, licenses, and
provides services for Rise:
Request 7 - All documents reflecting,
referring to, regarding or constituting monthly, quarterly
and yearly Profit & Loss statements for [Defendant's]
Microsoft Division for the last five (5) years;
Request 8 - All documents reflecting,
referring to, or regarding monthly, quarterly, and yearly
Revenue earned by [Defendant's] Microsoft Division for
the last five (5) years; and
Request 25 - All documents reflecting,
referring to, regarding, or constituting any and all
financial audits of [Defendant's] Microsoft Division
during the time period October 2015 to present.
22 at 3. Plaintiff argues that the requests seek relevant
information that will allow Plaintiff to conduct a more
complete analysis of the process by which Plaintiff accounts
for Rise-related revenue.
response, Defendant argues that the requests are overbroad,
unduly burdensome, and not proportional to the needs of the
case. Specifically, Defendant argues that the Microsoft
Division encompasses many more products than Rise and that
the financial documents from this division do not break down
revenue earned from individual products. For example,
Defendant contends that the revenue of its Rise team within
the Microsoft Division only accounted for less than one
percent of the revenue of the entire division from 2016 to
2018. Defendant maintains that production of financial
documents from the entire division, as Plaintiff has
requested, would amount to a “monumental task”
that would yield largely irrelevant results.
further argues that the purchase agreement only entitles
Plaintiff to 30% of revenue from Rise licensing fees
if those fees exceeded the value of certain expenses.
Defendant states that it has “produced contracts,
statements of work, and invoices which allow [Plaintiff] to
confirm the exact amount, date, and terms of all Rise
licensing fees, ” and thus, no further production is
required. ECF No. 25 at 4.
reply, Plaintiff argues that the purchase agreement requires
payment of a percentage of all Rise related revenue and is
not limited to just license fees. Plaintiff further contends
that Defendant's assertion of overbreadth is without
merit because “Rise-related revenue is all that
[Plaintiff wants to see].” ECF No. 28 at 3. Plaintiff
contends that “produc[ing] the Microsoft Division
financials for Rise-related revenue should be
straightforward, ” and requests that Defendant
“produce all financial documents and information
showing or evidencing Rise-related revenue ...