ACF FINCO I LP VS GREAT AMERICAN GROUP ADVISORY & VALUATION SERVICES, LLC

Tentative Rulings

Case Number: *******7455 Hearing Date: January 25, 2022 Dept: 37

HEARING DATE: January 25, 2022

CASE NUMBER: *******7455

CASE NAME: ACF Finco I LP v. Great American Group Advisory & Valuation Services, LLC, et al.

MOVING PARTY: Plaintiff, ACF Finco I LP

OPPOSING PARTY: Defendant, Great American Group Advisory & Valuation Services, LLC

TRIAL DATE: August 16, 2022

PROOF OF SERVICE: OK

PROCEEDING: Plaintiff’s Motion to Seal Documents Filed Conditionally Under Seal

OPPOSITION: None as of January 21, 2022

REPLY: No opposition filed.

RECOMMENDATION: Plaintiff’s motion is granted. Plaintiff is to give notice.

Background

This action arises out of loans made by Plaintiff, ACF Finco I LP (“Plaintiff”) to non-party Terravant Wine Company, LLC. (“Terravant”) Plaintiff alleges that it is an asset-based lender that provides asset-based loans to small and middle market companies such as Terravant. Terravant allegedly sought financing from Plaintiff in 2016 and offered its wine inventory as the primary security for financing. Accordingly, Plaintiff engaged in discussions with Defendant, Great American Group Advisory & Valuation Services, LLC (“Great American”) regarding an appraisal of Terravant’s wine business. Thereafter, Plaintiff and Great American entered into a written contract pursuant to which Great American agreed to appraise the liquidation value of Terravant’s wine inventory, the “feasibility of an inventory conversion,” and other information concerning the wine inventory. Plaintiff sought and received a Proposal Letter on April 28, 2016 (“2016 Letter”) from Great American and based upon this letter, extended a loan to Terravant. However, Plaintiff allegedly sought subsequent appraisal letters from Great American in 2017 to 2018, both of which demonstrated that the 2016 Letter was inaccurate and that Plaintiff’s loan was under-secured contrary to its representations regarding Terravant’s wine inventory.

Plaintiff’s Complaint alleges the following causes of action: (1) negligence, (2) breach of contract, (3) negligent misrepresentation.

On August 13, 2021, Great American filed a Notice of Conditionally Lodging Unredacted Records Under Seal. The Notice indicated that Great American sought to lodge certain documents under seal in connection with its Motion for Leave to File an Amended Answer to be heard September 17, 2021.

On September 17, 2021, Great American’s motion for leave to file an amend answer was granted.

Plaintiff now moves to seal the documents lodged conditionally under seal on August 13, 2021. The motion is unopposed.

Discussion

1. Legal Authority

Unless confidentiality is required by law, court records are presumed to be open to public review. (Cal. Rules of Court, rule 2.550(c).) “The court may order that a record be filed under seal only if it expressly finds facts that establish: (1) There exists an overriding interest that overcomes the right of public access to the record; (2) The overriding interest supports sealing the record; (3) A substantial probability exists that the overriding interest will be prejudiced if the record is not sealed; (4) The proposed sealing is narrowly tailored; and (5) No less restrictive means exist to achieve the overriding interest.” (Cal. Rules of Court, rule 2.550(d); see also NBC Subsidiary (KNBC-TV), Inc. v. Superior Court (1999) 20 Cal.4th 1178, 1217-1218 (NBC).)

A “court must not permit a record to be filed under seal based solely on the agreement or stipulation of the parties.” (In re Marriage of Nicholas (2010) 186 Cal.App.4th 1566, 1578 (Nicholas) (quoting Cal. Rules of Court, rule 2.551(a)), internal quotations omitted.)

1. Analysis

Plaintiff moves to seal Exhibits D, E, F and G to the Unredacted Declaration of Philip Hosp in support of Great American’s Motion for Leave to File Amended Answer. (the “Lodged Papers”) (Motion, 3.) According to Plaintiff, the Lodged Papers contain documents subject to the parties’ stipulated protective order and discuss sensitive financial and business information. (Id.)

Specifically, Plaintiff contends that the Lodged Papers should be sealed because they consist of the following:

• Exhibit D: Plaintiff’s Credit Policies Manual, which discusses proprietary information relating to Plaintiff’s internal procedures for evaluating investments and other transactions

• Exhibit E: an internal email between Plaintiff’s employees which discusses proprietary credit decision-making information

• Exhibit F: an email between Plaintiff and Terravant, discussing private financial information of Terravant

• Exhibit G: a Prospective Presentation Report created by Plaintiff that discusses proprietary information relating to Plaintiff’s evaluation of prospective loan originations and financial information of Terravant

Plaintiff represents that it has met and conferred with Great American’s counsel and that Great American stated it would not oppose the motion. (Motion, 3; Declaration of Declaration of Michael Cypers ("Cypers Dec.") 11.)

The court finds that there exists an overriding interest in Plaintiff protecting its proprietary financial and business information and in protecting Terravant’s financial information. This interest supports sealing the documents identified in Plaintiff’s motion. Further, the court finds that a substantial probability exists that this interest will be prejudiced if these documents are not sealed, and that Plaintiff’s request is narrowly tailored as Plaintiff only seeks to seal certain documents which it identified as containing proprietary information. Finally, the court finds that no less restrictive means exist to achieve this overriding interest.

For these reasons, Plaintiff’s motion is granted.

Conclusion

Plaintiff’s motion is granted. Plaintiff is to give notice.

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Case Number: *******7455 Hearing Date: September 17, 2021 Dept: 37

HEARING DATE: September 17, 2021

CASE NUMBER: *******7455

CASE NAME: ACF Finco I LP v. Great American Group Advisory & Valuation Services, LLC, et al.

MOVING PARTY: Defendant, Great American Group Advisory & Valuation Services, LLC

OPPOSING PARTY: Plaintiff, ACF Finco I LP

TRIAL DATE: August 16, 2022

PROOF OF SERVICE: OK

PROCEEDING: Defendant’s Motion for Leave to File Amended Answer

OPPOSITION: None, Notice of Non-Opposition September 2, 2021

REPLY: No opposition filed.

TENTATIVE: Great American’s motion is granted. Great American is to file the proposed amended answer within 10 days of this date. Great American is to give notice.

Background

This action arises out of loans made by Plaintiff, ACF Finco I LP (“Plaintiff”) to non-party Terravant Wine Company, LLC. (“Terravant”) Plaintiff alleges that it is an asset-based lender that provides asset-based loans to small and middle market companies such as Terravant. Terravant allegedly sought financing from Plaintiff in 2016 and offered its wine inventory as the primary security for financing. Accordingly, Plaintiff engaged in discussions with Defendant, Great American Group Advisory & Valuation Services, LLC (“Great American”) regarding an appraisal of Terravant’s wine business. Thereafter, Plaintiff and Great American entered into a written contract pursuant to which Great American agreed to appraise the liquidation value of Terravant’s wine inventory, the “feasibility of an inventory conversion,” and other information concerning the wine inventory. Plaintiff sought and received a Proposal Letter on April 28, 2016 (“2016 Letter”) from Great American and based upon this letter, extended a loan to Terravant. However, Plaintiff allegedly sought subsequent appraisal letters from Great American in 2017 to 2018, both of which demonstrated that the 2016 Letter was inaccurate and that Plaintiff’s loan was under-secured contrary to its representations regarding Terravant’s wine inventory.

Plaintiff’s Complaint alleges the following causes of action: (1) negligence, (2) breach of contract, (3) negligent misrepresentation.

Great American now moves for leave to file an amended answer. The motion is unopposed.

Discussion

1. Legal Standard

California law holds that leave to amend is to be granted liberally, to accomplish substantial justice for both parties. (Code Civ. Proc., ; 473, subd. (a); Hirsa v. Superior Court (1981) 118 Cal.App.3d 486, 488-489 (Hirsa)) “Assuming proper notice, the trial court has wide discretion in determining whether to allow the amendment, but the appropriate exercise of that discretion requires the trial court to consider a number of factors: ‘including the conduct of the moving party and the belated presentation of the amendment.

The law is well settled that a long-deferred presentation of the proposed amendment without a showing of excuse for the delay is itself a significant factor to uphold the trial court's denial of the amendment.” (Leader v. Health Ind. of America, Inc. (2001) 89 Cal.App.4th 603, 613.) “If the motion to amend is timely made and the granting of the motion will not prejudice the opposing party, it is error to refuse permission to amend….” (Morgan v. Sup. Ct. (1959) 172 Cal.App.2d 527, 530.) Prejudice includes “delay in trial, loss of critical evidence, or added costs of preparation.” (Solit v. Tokai Bank, Ltd. New York Branch (1999) 68 Cal.App.4th 1435, 1448.) “The power to permit amendments is interpreted very liberally as long as the plaintiff does not attempt to state facts which give rise to a wholly distinct and different legal obligation against the defendant.” (Herrera v. Superior Court (1984) 158 Cal.App.3d 255, 259.) The court, however, has the discretion to deny an amendment that fails to state a cause of action or defense. (Foxborough v. Van Atta (1994) 26 Cal.App.4th 217, 230.)

1. Analysis

1. Procedural Considerations

   A party requesting leave to amend must comply with California Rules of Court, rule 3.1324. A motion to amend a pleading before trial must state which allegations were deleted from and which allegations were added to the previous pleading and identify the changes “by page, paragraph, and line number.” (Cal. Rules of Court, rule 3.1324(a).)

   Great American seeks leave to file an amended answer which asserts an additional affirmative defense based on the applicable statute of limitations. (Motion, 2.) Great American also submits a copy of the proposed amended answer as Exhibit A to the Hosp Declaration. This satisfies the requirements of California Rules of Court, rule 3.1324(a).

   Additionally, “[a] separate declaration must accompany the motion and must specify: (1) The effect of the amendment; (2) Why the amendment is necessary and proper; (3) When the facts giving rise to the amended allegations were discovered; and (4) The reasons why the request for amendment was not made earlier.” (Cal. Rules of Court, rule 3.1324(b).)

   Great American submits the declaration of its counsel, F. Phillip Hosp V (“Hosp”) in support of the instant motion. Hosp attests that on December 23, 2020, Great American filed its answer to the Complaint. (Hosp Decl. ¶ 4.) Shortly after filing the answer, Great American began taking discovery “relating to the statute of limitations.” (Hosp Decl. ¶ 5.) According to Hosp, Plaintiff’s responses and production of documents were not complete until July 29, 2021. (Hosp Decl. ¶¶ 7-12.) Hosp attests that Plaintiff’s production of documents viewed together show that “Plaintiff knew, or should have known, about Terravant’s deteriorating financial condition in 2017.” (Hosp Decl. ¶ 12.)

   The Hosp Declaration is sufficient for purpose of California Rules of Court, rule 3.1324(b).

1. Substantive Considerations ;

   Generally, motions for leave to amend will be granted unless the party seeking to amend has been dilatory in bringing the proposed amendment before the court and the delay in seeking leave to amend will cause prejudice to the opposing party. ; (See ;Atkinson v. Elk Corp. ;(2003) ;109 Cal.App.4th 739, 761 [“ ‘[I]t is an abuse of discretion to deny leave to amend where the opposing party was not misled or prejudiced by the amendment.’ [Citations.] ; Furthermore, ‘it is irrelevant that new legal theories are introduced as long as the proposed amendments “relate to the same general set of facts.” [Citation.]’ ”]; ;Hirsa, ;supra, ;118 Cal.App.3d at p. 490.) ; Indeed, “courts are much more critical of proposed amendments ... when offered after long unexplained delay or on the eve of trial [citations], or where there is a lack of diligence, or there is prejudice to the other party [citations].” ; (Permalab-Metalab ;Equipment Corp. v. Maryland ;Cas. Co. ;(1972) 25 Cal.App.3d 465, 472.) ; ; ;

   Plaintiff’s Complaint alleges that it was unaware that defendants had negligently performed the 2016 and 2017 appraisals until “the end of May 2018” at the earliest. (see Complaint, ¶ 31.)

   Great American contends that leave to amend should be granted because the policies and procedures Plaintiff produced on July 29, 2021 as well as other documents produced during discovery show that Plaintiff knew or should have known about its claim earlier than May 2018. (Motion, 7-9.) For example, Great American points to a supplemental production of documents on June 24, 2021 which allegedly shows that Plaintiff began noticing cash flow issues with Terravant in summer of 2017. (Id.) Additionally, Great American contends that Plaintiff will not be prejudiced because trial is over a year away in August 2022 and Great American was diligent in filing the instant motion. (Motion, 9-10.)

   On September 2, 2021, Plaintiff filed a Notice of Non-Opposition indicating that it did not oppose Great American’s motion.

   The court has reviewed Great American’s motion and the proposed first amended answer. Based upon this review, the court finds that good cause exists to permit the filing of Great American’s amended answer. For these reasons, Great American’s motion is granted.

   Conclusion

   Great American’s motion is granted. Great American is to file the proposed amended answer within 10 days of this date. Great American is to give notice.

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Case Number: *******7455 Hearing Date: July 12, 2021 Dept: 37

HEARING DATE: July 12, 2021

CASE NUMBER: *******7455

CASE NAME: ACF Finco I LP v. Great American Group Advisory & Valuation Services, LLC, et al.

MOVING PARTY: Defendant, Great American Group Advisory & Valuation Services, LLC

OPPOSING PARTY: Non-Party, Terravant Wine Company, LLC

TRIAL DATE: August 16, 2022

PROOF OF SERVICE: OK

PROCEEDING: Defendant’s Motion to Compel Compliance with Subpoena

OPPOSITION: June 30, 2021

REPLY: July 2, 2021

TENTATIVE: Great American’s motion is denied. Great American’s request for sanctions is denied. Great American to give notice.

Background

This action arises out of loans made by Plaintiff, ACF Finco I LP (“Plaintiff”) to non-party Terravant Wine Company, LLC. (“Terravant”) Plaintiff alleges that it is an asset-based lender that provides asset-based loans to small and middle market companies such as Terravant. Terravant allegedly sought financing from Plaintiff in 2016 and offered its wine inventory as the primary security for financing. Accordingly, Plaintiff engaged in discussions with Defendant, Great American Group Advisory & Valuation Services, LLC (“Great American”) regarding an appraisal of Terravant’s wine business. Thereafter, Plaintiff and Great American entered into a written contract pursuant to which Great American agreed to appraise the liquidation value of Terravant’s wine inventory, the “feasibility of an inventory conversion,” and other information concerning the wine inventory. Plaintiff sought and received a Proposal Letter on April 28, 2016 (“2016 Letter”) from Great American and based upon this letter, extended a loan to Terravant. However, Plaintiff allegedly sought subsequent appraisal letters from Great American in 2017 to 2018, both of which demonstrated that the 2016 Letter was inaccurate and that Plaintiff’s loan was under-secured contrary to its representations regarding Terravant’s wine inventory.

Plaintiff’s Complaint alleges the following causes of action: (1) negligence, (2) breach of contract, (3) negligent misrepresentation.

Great American now moves to compel Terravant’s Production of Documents in Response to Subpoena. Terravant opposes the motion.

Meet and Confer

A motion to compel further responses to requests for production must be accompanied by a meet and confer declaration. (Code Civ. Proc., ; 2025.480, subd. (b).) ¹ The declaration must state facts showing a reasonable and good faith attempt at an informal resolution of each issue presented in the motion. (Code Civ. Proc., ; 2016.040.) “[A] reasonable and good faith attempt at informal resolution entails something more than bickering with [opposing] counsel…. Rather, the law requires that counsel attempt to talk the matter over, compare their views, consult, and deliberate.” (Clement v. Alegre (2009) 177 Cal.App.4th 1277, 1294.) “A determination of whether an attempt at informal resolution is adequate involves the exercise of discretion.” (Stewart v. Colonial W. Agency (2001) 87 Cal.App.4th 1006, 1016, internal ellipses omitted.) Where a party fails to make any real effort at informal resolution, a particularly egregious failure may justify an immediate and outright denial of further discovery. (Obregon v. Superior Court (1998) 67 Cal.App.4th 424, 433-34, citing Townsend v. Superior Court (1998) 61 Cal.App.4th 1431, 1437.)

Discussion

1. Legal Standard

   A court “may make an order quashing the subpoena entirely, modifying it, or directing compliance with it upon those terms or conditions as the court shall declare, including protective orders. In addition, the court may make any other order as may be appropriate to protect the person from unreasonable or oppressive demands, including unreasonable violations of the right of privacy of the person.” (Code Civ. Proc., ; 1987.1.) Similarly, “[i]f a deponent fails to answer any question or to produce any document, electronically stored information, or tangible thing under the deponent’s control that is specified in the deposition notice or a deposition subpoena, the party seeking discovery may move the court for an order compelling that answer or production.” (Code Civ. Proc., ; 2025.480, subd. (a).)The court, upon motion reasonably made by the party, may rule upon motions for quashing, modifying or compelling compliance with, subpoenas. (See, e.g., Lee v. Swansboro Country Property Owners Ass’n (2007) 151 Cal.App.4th 575, 582-83.)

   “When the right to discovery conflicts with a privileged right, the court is required to carefully balance the right of privacy with the need for discovery.” (Tylo v. Superior Court (1997) 55 Cal.App.4th 1379, 1387.) “The burden is on the party seeking the constitutionally protected information to establish direct relevance.” (Davis v. Superior Court (1992) 7 Cal.App.4th 1008, 1017.) “Mere speculation as to the possibility that some portion of the records might be relevant to some substantive issue does not suffice.” (Ibid.)

2. Analysis

   Great American moves to compel a response from Terravant to thirteen requests for production of documents. The court will address each request individually.

   No. 1: All DOCUMENTS and COMMUNICATIONS RELATING TO the LOAN AND SECURITY AGREEMENT, including the negotiations leading up to the LOAN AND SECURITY AGREEMENT, and the servicing of the LOAN AND SECURITY AGREEMENT.

   Terravant objected to this request on the grounds that this request is overbroad and burdensome. (Separate Statement in Support of Motion, 1.) Terravant additionally objects that Great American should obtain the records from its own files as Terravant is not a party to this action. (Id.)

   Great American contends that Terravant’s objections lack merit because Terravant previously agreed to produce responsive documents and the instant request is tailored to the facts of this case. (Separate Statement in Support of Motion, 3-4.) According to Great American, it is “missing some of the documents it would be expected to possess” from 2016 and 2017 and thus although Terravant is not a party, Great American needs documents from Terravant to prepare its defense. (Id., 3-5.) Additionally, Great American contends that Terravant’s objections, which cite to Monarch Healthcare v. Superior Ct. (2000) 78 Cal.App.4th 1282 (Monarch) and Calcor Space Facility, Inc. v. Superior Court (1997) 53 Cal.App.4th 216(Calcor), lack merit as Monarch and Calcor do not stand for the proposition that Terravant is excused from producing documents in this instance. According to Great American, it has demonstrated that the exception acknowledged in Calcor applies because it has explained to Terravant during the meet and confer process that it no longer possesses responsive documents.

In Monarch, the Court of Appeal stated that “[d]iscovery procedures are generally less onerous for strangers to the litigation.” (Monarch, supra, 78 Cal.App.4th at 1289.) As such, a nonparty served with a deposition subpoena for production of business records was not required to object to the subpoena by a motion to quash. (Id. at 1287-1288.) Additionally, in Calcor, the Court of Appeal stated that “[a]s between parties to litigation and nonparties, the burden of discovery should be placed on the latter only if the former do not possess the material sought to be discovered.” (Calcor, supra, 53 Cal.App.4th at 225.)

Great American submits the declaration of its counsel, Phillip Hosp V (“Hosp”) in support of its opposition. Hosp attests that during meet and confer discussions on May 4, 14 and 24, Terravant’s counsel acknowledged that Terravant had documents responsive to Great American’s subpoena including emails dating back to 2016 regarding the loan from Plaintiff. (Hosp Decl. ¶ 7.) Additionally, Hosp attests that he informed Terravant that Great American was missing “some of the documents it would be expected to possess.” (Hosp Decl. ¶ 8.) According to Hosp, Terravant subsequently reverted back to refusing to produce any documents. (Hosp Decl. ¶ 9, Exh. 9.)

In opposition, Terravant contends that Great American’s motion should be denied because the subpoena is inappropriately overbroad and burdensome as Terravant is not a party. (Opposition, 6-9.) Specifically, Terravant contends that the subpoena appears to be “more akin to presuit discovery” and suggests that Great American is “fishing for facts to support its defense” that Terravant is responsible for Plaintiff’s damages. (Id.) Terravant also represents that Plaintiff begun producing documents to Great American which may be responsive and that as such, Great American should not seek documents from Terravant prior to confirming that they are unavailable from Plaintiff. (Opposition, 6.) Terravant cites Board of Registered Nursing v. Superior Court (2021) 59 Cal.App.5th 1011, 1039 (Board) in support of its arguments.

In Board, the Court of Appeal held that that Defendants could not obtain investigative files from third parties the Medical Board, Pharmacy Board and Nursing Board because these records are confidential and may contain other privileged information, such as patient medical records. (Id. at 1040-1041.) Specifically, the Court of Appeal held that Defendants’ reasoning that these records are necessary to show that “the bad acts of health professionals, or agency inaction, contributed to the opioid crisis in California” is too broad and therefore insufficient to show that most of the records in the investigative files must be produced according to the standard articulated in Calcor. (Id.)

In reply, Great American contends that its motion must be granted because Terravant failed to demonstrate undue burden because Great American was not required to show that responsive documents “prove unavailable from a party in this case.” (Reply, 7-9.) Great American cites Babcock v. Superior Ct. (1994), 29 Cal.App.4th 721, 726 (Babcock) for this argument.

In Babcock, a wife in a divorce subpoenaed records from two banks and an automobile dealership to produce the husband’s loan applications, checks and related documents. (Id. at 725.) The husband moved to quash the subpoenas or in the alternative, to have an in camera inspection. (Id.) The Court of Appeal held that in the instant action, the wife sufficiently demonstrated a right to subpoena these records because she demonstrated that the husband “may have been the beneficiary of community funds.” (Id. at 726.) Additionally, the Court of Appeal held that an in camera inspection was appropriate. (Id. at 726-728.)

The court agrees with Terravant that an order compelling further response to this request is not appropriate.

Contrary to Great American’s argument in its motion, Calcor does apply to this action despite any factual differences to this case. Calcor stands for the general proposition that for a party to seek discovery from a non-party, the party has to demonstrate that it cannot obtain responsive documents from a party. Similarly, Monarch also stands for this principle. Conversely, Babcock does not support Great American’s arguments, as Babcock did not reach the issue of whether subpoenaing records from non-parties was appropriate.

Here, Great American has submitted evidence demonstrating that it told Terravant that it no longer possesses responsive documents, and that Terravant’s counsel allegedly acknowledged possessing responsive documents. However, based on guidance from Calcor, Great American’s argument fails, as Great American was required to demonstrate that it could not obtain responsive documents from a party such as Plaintiff before moving to compel responsive documents from Terravant, a non-party. Great American has failed to do so.

For these reasons, Great American’s motion is denied as to this request.

No. 2: All DOCUMENTS and COMMUNICATIONS RELATING TO the appraisals of TERRAVANT in 2016, 2017, and 2018.

Terravant’s response to this request is substantially identical to its response to request number 1. Additionally, the parties make substantially identical arguments in support of and in opposition to Great American’s motion as to this request.

Having denied Great American’s motion as to request number 1, the court now denies Great American’s motion as to this request for the same reasons stated.

No. 3: All DOCUMENTS and COMMUNICATIONS that REFER TO or RELATE TO GREAT AMERICAN between January 1, 2016 and December 31, 2018.

Terravant’s response to this request is substantially identical to its response to request number 1. Additionally, the parties make substantially identical arguments in support of and in opposition to Great American’s motion as to this request.

Having denied Great American’s motion as to request number 1, the court now denies Great American’s motion as to this request for the same reasons stated.

No. 4: All COMMUNICATIONS with ACF FINCO between January 1, 2016 and the present.

Terravant’s response to this request is substantially identical to its response to request number 1. Additionally, the parties make substantially identical arguments in support of and in opposition to Great American’s motion as to this request.

Having denied Great American’s motion as to request number 1, the court now denies Great American’s motion as to this request for the same reasons stated.

No. 5: All DOCUMENTS and COMMUNICATIONS RELATING TO YOUR inventory, and its ability to be converted into either bottled wine or bulk wine in the event of a liquidation, between January 1, 2016 and December 31, 2018.

Terravant’s response to this request is substantially identical to its response to request number 1. Additionally, the parties make substantially identical arguments in support of and in opposition to Great American’s motion as to this request.

Having denied Great American’s motion as to request number 1, the court now denies Great American’s motion as to this request for the same reasons stated.

No. 6: All DOCUMENTS RELATING TO BLUE APRON’s decision to leave as a customer of TERRAVANT

Terravant’s response to this request is substantially identical to its response to request number 1. Additionally, the parties make substantially identical arguments in support of and in opposition to Great American’s motion as to this request.

Having denied Great American’s motion as to request number 1, the court now denies Great American’s motion as to this request for the same reasons stated.

No. 7: All COMMUNICATIONS with BLUE APRON RELATING TO BLUE APRON’s decision to leave as a customer of TERRAVANT

Terravant’s response to this request is substantially identical to its response to request number 1. Additionally, the parties make substantially identical arguments in support of and in opposition to Great American’s motion as to this request.

Having denied Great American’s motion as to request number 1, the court now denies Great American’s motion as to this request for the same reasons stated.

No. 8: All DOCUMENTS and COMMUNICATIONS RELATING TO ACF FINCO’s awareness of BLUE APRON’s decision to leave as a customer of TERRAVANT.

Terravant’s response to this request is substantially identical to its response to request number 1. Additionally, the parties make substantially identical arguments in support of and in opposition to Great American’s motion as to this request.

Having denied Great American’s motion as to request number 1, the court now denies Great American’s motion as to this request for the same reasons stated.

No. 9: All DOCUMENTS and COMMUNICATIONS with ACF FINCO regarding ACF FINCO’s decision to sell the LOAN AND SECURITY AGREEMENT.

Terravant’s response to this request is substantially identical to its response to request number 1. Additionally, the parties make substantially identical arguments in support of and in opposition to Great American’s motion as to this request.

Having denied Great American’s motion as to request number 1, the court now denies Great American’s motion as to this request for the same reasons stated.

Terravant’s response to this request is substantially identical to its response to request number 1. Additionally, the parties make substantially identical arguments in support of and in opposition to Great American’s motion as to this request.

Having denied Great American’s motion as to request number 1, the court now denies Great American’s motion as to this request for the same reasons stated.

No. 10: All DOCUMENTS RELATING TO BLUE APRON’s decision to return as a customer of TERRAVANT.

Terravant’s response to this request is substantially identical to its response to request number 1. Additionally, the parties make substantially identical arguments in support of and in opposition to Great American’s motion as to this request.

Having denied Great American’s motion as to request number 1, the court now denies Great American’s motion as to this request for the same reasons stated.

No. 11: All COMMUNICATIONS with BLUE APRON RELATING TO BLUE APRON’s decision to return as a customer of TERRAVANT.

Terravant’s response to this request is substantially identical to its response to request number 1. Additionally, the parties make substantially identical arguments in support of and in opposition to Great American’s motion as to this request.

Having denied Great American’s motion as to request number 1, the court now denies Great American’s motion as to this request for the same reasons stated.

No. 12: All internal DOCUMENTS and COMMUNICATIONS RELATING TO YOUR financing in 2016, 2017, and 2018, including but not limited to internal DOCUMENTS and COMMUNICATIONS RELATING TO ACF FINCO and the LOAN AND SECURITY AGREEMENT.

Terravant’s response to this request is substantially identical to its response to request number 1. Additionally, the parties make substantially identical arguments in support of and in opposition to Great American’s motion as to this request.

Having denied Great American’s motion as to request number 1, the court now denies Great American’s motion as to this request for the same reasons stated.

No. 13: All DOCUMENTS and COMMUNICATIONS RELATING TO the ACF LAWSUIT.

Terravant’s response to this request is substantially identical to its response to request number 1. Additionally, the parties make substantially identical arguments in support of and in opposition to Great American’s motion as to this request.

Having denied Great American’s motion as to request number 1, the court now denies Great American’s motion as to this request for the same reasons stated.

Monetary Sanctions

Great American requests monetary sanctions of $44,558.50 in connection with the instant motion. Having denied Great American’s motion, Great American’s request for sanctions is denied.

Conclusion

Great American’s motion is denied. Great American’s request for sanctions is denied. Great American is to give notice.

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