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| BRUCE A. SCHEIDT. State Bar No. [55088 ELECTRONICALLY
| bscheidt@kmtg.com FILED
CHRISTOPHER ONSTOTT, State Bar No. 225968 Supertor Court of California,
constow@kmig.com County of San Francisco
ERROL C. DAUIS, State Bar No, 279313 09/22/2016
edauis@kmig.com Clerk of the Court
KRONICK, MOSKOVITZ, TIEDEMANN & GIRARD eee ano:
Deputy Clerk
A Professional Corporation
400 Capitol Mall, 27" Floor
cramento, California 95814
Telephone: (916) 321-4500
Facsimile: (916) 321-4555
Attorneys for Plaintiff/Cross-Defendant
| GOLDEN PACIFIC BANK, N.A.
SUPERIOR COURT OF THE
ATE OF CALIFORNIA
COUNTY OF SAN FRANCISCO
| GOLDEN PACIFIC BANK, N.A., Case No. CGC-16-549804
Plaintiff. DISCOVERY
v. GOLDEN PACIFIC BANK'S
; OPPOSITION TO BILLFLOAT'S
| BILLFLOAT, INC., RYAN GILBERT, SEAN | MOTION TO COMPEL FURTHER
| O'MALLEY, and DOES 1-50, inclusive, RESPONSES TO FORM
INTE RROGATORIES, SET ane
Defendants.
SET ONE
j EEE) ate: October 5, 2016
} BILLFLOAT, INC. Time: 9:00 a.m.
Dept.: 302
Cross-Complainant,
v.
Case Transferred
GOLDEN PACIFIC BANK, N.A., and ROES | from Sacramento County: — January 11, 2016
1-50,
Trial Date: None Set
Cross-Defendants,
14925931 14023-004
OPPOSITION TO BILLFLOAT'S MOTION TO COMPE
INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES,
JRTHER RESPONSES TO FORM
1, & DEMAND FOR INSPECTION, SET IA Ww NY
eo a On
TABLE OF CONT
Page
l. PENRO ON are tera et state nae tedeyveta tate ataeetteetiedatrratatershetsesedevayetetatatetetetstaeseratetay j
I. FACTUAL BACKGROUND OF LITIGATION ....
WL. FACTS RELEVANT TO DISCOVERY DISPUTE. ...ssssesessesseseeeeseeseessereesieseereeeeenesenenes 3
IV. LEGAL ARGUMENT........
A, BillFloat’s Motion is Improper Because Golden Pacific Has Supplemented
Its Discovery Responses and BillFloat Subsequently Failed to Meet-And-
Conter.. Pa ele
B. BillFloat Failed to Properly Meet and Conter.ic.cccccecccessessesesteseeesteaseesessenneneaees 7
C. Special Interrogatory Nos. 14-15. ccccceccessesecsecseessceesesnceresneeseesessnsssesaneneeneeeeeeees 9
dD. Golden Pacific's Response to Form Interrogatories 8.8, 9.1, and 9.2 Are
Appropriate... 10
B. BillFloat is Not Entitled the Identifies of Individuals Interviewed by Golden
Pacific's Counsel. occ etatetet eh 10
B BillFloat Has Failed To Make The Required Showing Of Good Cause For
The Production Of Supplemental Responses ........ccscecsceceeeenessneesseesseessiesneeneenee HH
G. Golden Pacific's Responses Are Sufficient vo... cccccsescsesseseesesneeeenesneesessteneeseenes i
HH. BillFloat’s Requests Are Overly Broad And Burdensome ......ccceeseieeeeneee 2
IL. Golden Pacific Is Entitled To Sanctions. ....cccsecseecesesesteseeeeseesteresneerecerserenneeres 13
V. CONC S LOIN arrerersesertesedotetntets atssstebstdedeiedetetotstetatebebrsdadedetatetatststssasdedatededatodstatatetatandorsd 14
1492503.1 14023-0004 i
INTERROGATORIES
OPPOSITION TO BILLFLOAT'S MOTION TO COMPE
SET 1, SPECIAL INTERROGATORIES,
JRTHER RESPONSES TO FORM
|, & DEMAND FOR INSPECTION, SET |TABLE OF AUTHORITIES
Page(s)
State Cases
Calcor Space Facility, Inc. v. Superior Court,
53 Cal.App.4th 216 (1997)..
Coito v. Sup. Court,
54 Cal.4th 480 (2012).
Glenfed Development Corp. v. Superior Court,
53 Cal. App. 4th 1113 (1997) secs
Kirkland v. Superior Court,
95 Cal. App. 4th 92 (2002)... ecceccesesseeseeseeseesr scenes cancescaneeseansateaeeneneeaesnveaneesesaeesneatsneanensense tL
Obregon v, Superior Court,
67 Cal. App. 4th 424,432-433 (1998) wocccccscecssesessessssssressscsnesesesscansresssateneatssaseeaneanes 8,13
State Statutes
Code of Civil Procedure § 2016.040
.7
Code of Civil Procedure § 2023 .O1O.. cccscescescecsssserecneecsesesssesesscnsssssescesssesneeesissecseseseessaenetees 13
Code of Civil Procedure § 2031.220
Code of Civil Procedure § 2031.310
1492593, 14023-004 ii
OPPOSITION TO BILLFLOAT'S MOTION TO COM
INTERROGATORIES, SET 1, SPECIAL INTERROGATORIE:
“URTHER RESPONSES TO FORM
1, & DEMAND FOR INSPECTION, SET |1] Plaintiff, GOLDEN PACIFIC BANK, N.A. (“Golden Pacific,” or the "bank"), submits its
2 | Memorandum of Points and Authorities, Declaration of Christopher Onstott and Declaration of
3 | Errol C. Dauis in support of its Opposition to Defendant BillFloat, Inc.’s (“BillFloat”’) motion to
4 I compel further responses to discovery request.
5 I INTRODUCTION
6 BillFloat’s motion suffers from a fatal procedural defect. It fails to set forth sufficient facts
7 | that demonstrate that BillFloat made a reasonable and good-faith effort to meet and confer on each
8 Jl issue presented by its motion, as is required by the Civil Discovery Act. Code of Civil Procedure
9} § 2016.040. BillFloat cannot remedy this deficiency because BillFloat failed to make a reasonable
10 ff effort to meet and confer in good faith prior to bringing its Motion to Compel. As set forth below,
11 | BillFloat received supplemental responses to its discovery requests and a meet-and-confer letter
12 | from Golden Pacific inviting BillFloat to meet-and-confer on numerous outstanding issues
13 ff regarding the requests. BillFloat ignored Golden Pacific's efforts and never responded to the letter
14 I nor did it ever meet-and-conter over the supplemented responses, despite having several months to
1s do so.
169 As set forth in more detail in Golden Pacific's Response to BillFloat's Separate Statement.
18 i propound numerous requests with reasonable particularity, particularly in the context of a case
19 with tens of thousands of documents to search.
20 | BillFloat's argument that it had no choice but to file the motion due to the motion-to-
21 fF compel deadline and Golden Pacific's not producing additional documents also lacks merit. Here,
22 | BillFloat remained silent for almost two months without requesting an update on Golden Pacific's
23 ff document production. However, had BillFloat met-and-conferred, it would have learned that
28 ff continuing to review its own records and prepare additional documents for production,
1492593,1 4023-004 1
OPPOSITION TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONSES TO FORM
INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET 1, & DEMAND FOR INSPECTION, SET |Co ew NDA HW FF BWW
N NON
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27
Accordingly, BillFloat's motion to compel should be denied.
tM. FACTUAL BACKGROUND OF LITIGATION
‘This action is the result BillFloat's serial breaches of contract, misappropriation of trade
seerets and fraudulent misrepresentations, Golden Pacific is a traditional brick-and-mortar bank,
having as core competencies general banking operations and Small Business Administration
("SBA") lending operations. Golden Pacific Complaint ("Complaint") at § 9. Defendant/Cross-
Complainant BillFloat is a technology company that wished to enter the online marketplace for
Small Business Administration backed loans but lacked the know-how and expertise to do so.
BillFloat, through its founders, Ryan Gilbert and Sean O'Malley, approached personnel from
Golden Pacific with a promise of a business partnership in which BillFloat would leverage its
technology platform through the bank's core competencies in general lending and SBA lending
operations and using the bank as its primary funding vehicle to provide fast and affordable SBA
loans to small businesses across America. Complaint at § 10. BillFloat promised the bank that the
bank would be its "preferred banking partner," and "technology partner" with respect to small
business lending products and services BillFloat would offer using the software platform." /d. To
that end, the parties entered into a Licensing Agreement as well as a Joint Marketing and Joint
Technology Improvement Agreement ("JMA"), which was later amended by agreement of the
parties. Complaint at {4 14-15.
Golden Pacific personnel spent hundreds of hours helping to create what became known as
the SmartBiz Program, which was the online vehicle jointly developed by the parties. Pursuant to
the JMA, the bank agreed to share in the marketing and business development costs of a Joint
Technology that was jointly owned and which provided a unique combination of particular
underwriting criteria for assessing applications for small business loans. Complaint at 16.
BillFloat additionally promised that it would refer 70 percent of qualified introduced businesses
seeking a loan of $25,000 or less before referring said loans to another lender. Complaint at §
38(d). In addition, BillFloat promised the bank that the bank would have "most favored nation
status" with respect to any future small business lending products and services that BillFloat
would offer through a depository institution. Complaint at € 16. BillFloat was also required to
1392593.1 14023-004 2
OPPOSITION TO BILLFLOAT'S MOTION TO COMPE s TO FORM
INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET |, & DE! MAND FOR INSPECTION, SET 11 | pay Golden Pacific fees associated with referring businesses to other third-party banks through the
2 | SmartBiz Program. Complaint § 38(a). The bank and BillFloat further entered into a Mutual
3 | Non-Disclosure and Confidentiality Agreement to protect the bank's confidential and proprietary
4 } business information associated with the program.
5] Soon, however, the bank noticed that they were being charged for excessive amounts of
6 I costs by BillFloat. The bank sent written correspondence to BillFloat, demanding a more detailed
7 | account of the shared expenses supporting BillFloat's invoiced costs. Complaint at { 26. BillFloat
8 failed to provide the detailed accounting requested and instead retaliated against the bank by
9 i freezing the bank out of the loan referrals pursuant to the SmartBiz program. Complaint at § 29.
10 | BillFloat then misappropriated those referrals, along with the technology developed by Golden
11 | Pacific and provided those referrals to other third-part banks, to BillFloat's sole bencfit.
12 | Complaint at § 30-35.
13 Golden Pacific served a Notice of Default on BillFloat on August 17, 2015, setting forth
ral areas in which BillFloat had breached its agreements with the bank. Rather than
15 | responding to the notice of default, BillFloat ran into court and filed a Declaratory Relief action
16 J] against the bank. Golden Pacific later filed its claims against BillFloat, and its founders, Ryan
17 J Gilbert and Sean O'Malley, alleging claims for Breach of Contract, Misappropriation of Trade
19 Ill. FACTS RELEVANT TO DISCOVERY DISPUTE
20 Golden Pacific Propounded its first set of written discovery consisting of Requests for
21 ¥ Production of Documents, Set No. 1; Form Interrogatories, Set No. 1, and Special Interrogatories,
22 Sct No. | on December 7, 2016, Declaration of Christopher Onstott in Opposition to Motion to
23 | Compel ("Onstott Decl.") at § 8. BillFloat propounded its first sets of Demands for Inspection.
i 7 Dae 0 : . > A >
24 | Requests for Admission, Special Interrogatories, and Form Interrogatories on February 22, 2016,
25 f Declaration of William Webb in Support of Motion to Compel ("Webb Decl.") at §§ 3-6. Golden
26 i Pacific served initial responses and objections to this written discovery on April 1, 2016. Webb
27 ff Decl. at 7-9. On April 26, 2016, Golden Pacific received a letter from William Webb, counsel
28 |] for BillFloat. Webb Decl. at § 10. Despite BillFloat’s misrepresentation that the parties "met-
1492593,114623-004 3
OPPOSITION TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONS TO FORM
INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET 1, & DEMAND FOR INSPECTION, SET |and-confer in writing, several times," Mr. Webb’s letter represents BillFloat’s only even colorable
effort to meet and confer about the substantive issues raised in its moving papers. See Declaration
of Errol Dauis in Opposition to Motion to Compel ("Dauis Decl.") at §§ 2-7, 10; Onstott Decl. ©
3-6. Although Mr. Webb’s letter spanned 147 pages it amounts to little more than a blanket
declaration that Golden Pacific’s objections are all invalid for canned reasons — with no factual
support as to why BillFloat believes the responses are insufficient — followed by over one hundred
pages of cut and paste boilerplate criticisms of Golden Pacific’s responses. Webb Decl. 4 10, Exh.
7.
BillFloat made no further effort to meet and confer. Dauis Decl. §§ 10, Onstott Decl. 4 3-
7, To the extent BillFloat made additional communications relating to the discovery at issue, it
only addressed the issues of additional time to respond to Mr. Webb’s 147-page letter, and
extending the time to file a motion to compel. Webb Decl. at Exh, 17; Dauis Decl. §§ 7-10.
Mr. Webb’s 147-page letter appears to be designed so that BillFloat can claim to have
attempted to meet and confer in good faith. Its refusal to respond in substance to Golden Pacific's
response to Mr. Webb’s 147-page letter belies the fact that BillFloat never seriously intended to
resolve Golden Pacifi
*s objections informally,
On the other hand, Golden Pacific’s response to Mr. Webb’s letter demonstrates its good
faith adherence to both the letter, and the spirit, of the Civil Discovery Act. On June 7, 2016, Mr.
Errol Dauis sent BillFloat Golden Pacific’s response to Mr. Webb’s letter. Golden Pacific served
supplemental responses to twenty-three (23) Special Interrogatories, seven (7) Form
Interrogatories, and one (1) Request for Admission. Golden Pacific also served a privilege log
corresponding to its document production. See Dauis Decl. at §{] 6-9, Exhs. E-K.
Also on June 7, 2016, Golden Pacific further responded to Mr. Webb’s letter by sending a
detailed meet-and-confer letter which outlined numerous deficiencies with the remainder of
BillFloat's Demands for Inspection, Special Interrogatories, and Form Interrogatories that
prevented Golden Pacific from supplementing those enumerated requests. Mr. Dauis’s letter
specifically invited Mr, Webb to meet and confer on reasonable limitations and narrowing the
scope of the requests so Golden Pacific may have a reasonable opportunity to respond. Dauis
1492593,1 14023-004 4
OPPOSITION ‘TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONSES TO FORM
INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET |, & DEMAND FOR INSPECTION, SET IDecl. Exh. I. BillFloat has not responded to Mr. Dauis’s letter. /d. at Exh. 10.
Despite BillFloat’s refusal to clarify its requests, on June 17, 2016, Golden Pacific served
supplemental responses to several Demands for Inspection, and on June 29, 2016, Golden Pacific
produced additional documents in response to BillFloat’s Demand for Inspection, Set One, and a
second privilege log. BillFloat has made no effort to mect and confer regarding any of Golden
Pacific's supplemental responses or the privilege log provided by Golden Pacific. In fact,
BillFloat's motion completely fails to even reference the privilege log provided by Golden
Pacific.! fd, at Exh. J-L.
The reality of this litigation is that both parties must review thousands of documents before
they may be produced or identified, and overbroad discovery requests will encompass large swaths
of irrelevant but responsive documents. This is a time-consuming endeavor. Indeed, even
BillFloat is still supplementing its discovery responses and has represented that it is still reviewing
documents pursuant to requests that were propounded by Golden Pacific in December of last year.
Just this week, BillFloat produced some documents that were responsive to requests made by
Golden Pacific in December 2015. Onstott Decl. at § 8-9, Exhs. A-C. BillFloat’s motion
inconsistently seeks to compel Golden Pacific to turn over documents Golden Pacific has every
intention of producing on a shortened timeline when compared to BillFloat's own production,
while BillFloat evades its own discovery obligations.
BillFloat attempts to characterize an encounter between William Webb and Christopher
Onstott on July 26, 2016 as a meet-and-confer on the substantive issues. The extent of the
discussion is simply that Mr. Webb asked whether Mr. Onstott intended to produce additional
documents, and Mr. Onstott replied that Golden Pacific always intended to produce additional
documents. Webb Decl. at Exh. 17; Onstott Decl. at $9 6-8. The fact that Mr. Webb did not
" BiLlFloat Memorandum of Points and Authorities makes the curious claim that because Golden Pacific
did not have an in-house lawyer, they cannot be withholding documents base upon privilege. See
Memorandum of Points and Authorities at 6:1-3. This is simply not the case. Indeed, as BillFloat
undoubtedly knows, while he is not an "in house" attorney, throughout the period of negotiations between
the parties concerning the SmartBiz program, Golden Pacific was represented by counsel, Kurt L.
Kicklighter of Dentons U.S. LLP. See Dauis Decl. at Exh. L.
1492593.1 4023-004 5
OPPOSITION TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONSES TO FORM.
INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET 1, & DEMAND FOR INSPECTION, SET |bother to inquire as to when he could expect the promised supplemental responses (or which
responses would be supplemented) demonstrates that this exchange was not a serious attempt at a
} meet and confer.
IV. LEGAL ARGUMENT
BillFloat's Motion fails because (1) it has failed to meet-and-confer in good faith; (2)
BillFloat's Special Interrogatory Nos. 14 and 15 are unduly vague and ambiguous and BillFloat
failed to clarify these interrogatories in further meet-and-confer efforts as requested by Golden
Pacific: (3) Golden Pacific's responses to BillFloat Form Interrogatories regarding damages also
properly state that this information is in BillFloat’s sole possession at the moment due to BillFloat
improperly asserting unilateral control over the SmartBiz platform as well as BillFloat's failure to
cooperate with Golden Pacific's legitimate discovery requests; and (4) BillFloat's argument that an
attorneys’ interviews of witnesses is not work product misstates applicable law.
A. BillFloat’s Motion is Improper Because Golden Pacific Has Supplemented Its
1 Discovery Responses and BillFloat Subsequently Failed to Meet-And-Confer.
On June 7, 2016, Golden Pacific served supplemental responses to twenty-three (23)
Demand for Inspection, Set One, and a second privilege log. Additionally, On June 7, 2016, by
letter, Golden Pacific attempted to meet-and-confer further with BillFloat seeking guidance and
isonable limitations concerning the scope of BillFloat's requests. All of this production
occurred after BillFloat’s only colorable attempt to meet and confer. Despite including Golden
4 | Pacific's supplemental responses in its motion to compel, as set forth herein, BillFloat failed to
attempt any meet-and-confer concerning those supplemental responses. Moreover, BillFloat has
effectively ignored Golden Pacific's legitimate inquiry and meet-and-confer attempt by the bank's
June 7, 2016 letter. In Golden Pacific's June 7, 2016 letter Golden Pacific's counsel repeatedly
| attempted to engage BillFloat's counsel to resolve their disputes. To the extent BillFloat’s motion
fj 1492593,1 14023-004 6
1 OPPOSITION TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONSES TO FORM
| INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET 1, & DEMAND FOR INSPECTION, SET 1MW & wo oN
seeks to compel further responses to its discovery requests to which Golden Pacific has already
produced supplemental responses (or has in good faith sought direction and compromise through
further meet-and-confer efforts) BillFloat’s motion is likely moot and at the very least improper
due to BillFloat failure to meet-and-confer in good faith prior to its motion as required by the
Code of Civil Procedure.
B. BillFloat Failed to Properly Meet and Confer
BillFloat’s 147-page form letter dated April 26, 2016 (Webb Decl., Exh. 7) fails to satisfy
the good faith meet and confer that is required before bringing a motion to compel further
responses. Code of Civil Procedure §§
2031.310 (b)(2) (stating that a motion to compel "shall be
accompanied by a meet and confer declaration under Section 2016.040): 2016.040 ("a meet-and-
confer declaration in support of a motion shall state facts showing a reasonable and good faith
attempt at an informal resolution of each issue presented by the motion."). BillFloat’s failure to
meet and confer in good faith requires the denial of its motion.
BillFloat’s lack of good faith is evidenced by the generic nature of its 147-page letter,
which identifies each and every response as inadequate, but utterly fails to articulate any factual
basis for the boilerplate criticisms of Golden Pacific’s valid objections. (Webb Decl. Ex. 7).
Moreover, as set forth above, Golden Pacific not only supplemented its responses to much
of the written discovery at issue in this Motion, but also, provided a detailed letter on June 7, 2016
requesting to further meet-and-confer about various issues with BillFloat.? Among other things.
the June 7, 2106 letter stated with respect to much of the written discovery at issue in this motion
to compel that (1) GPB will continue to produce responsive documents on a rolling basis (Webb
? BillFloat's Motion also points to the court's general guidance concerning document requests propounded
by BillFloat in the context of a person most qualified deposition to argue that its Motion to Compel
somehow has merit. However, the requests at issue in this motion to compel were not before the court
during that statement made in the course of a hearing on the motion to quash. Moreover, had BillFloat
bothered to meet-and-confer in good faith as required by the Code of Civil Procedure, it would have
discovered that the bank, in fact, was already preparing a production pursuant to the court's guidance and
the person most qualified deposition notices at issue in that motion. Given BillFloat's failure to respond to
Mr. Dauis June 7, 2016 letter, and its failure to provide any additional correspondence re: Golden Pacific's
supplemental responses at issue in this written discovery, Golden Pacific reasonably concluded that
BillFloat had abandoned any attempt to follow up on the written discovery and had determined to seek its
information by way of the PMQ deposition notices.
4492593.1 14023-004 7
OPPOSITION TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONSES TO FORM
INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET |, & DEMAND FOR INSPECTION, SET |Decl. Exh. 11, at p.1); (2) that "GPB is willing to meet-and-confer with BillFloat to discuss what
documents Propounding Party is seeking, whether such documents are within the proper scope of
| further meet-and-confer concerning whether BillFloat could narrow or tailor its requests such that
BillFloat may be able to provide supplemental responses (id. at p.3); (7) set forth the specific basis
of Golden Pacific's objections (id. a pp. 3-7); and finally pointed out that several of Golden
|| Pacific's objections to the discovery responses also invited BillFloat to clarify the scope of its
| requests but that "BillFloat has failed to narrow the scope of these requests or provide clarity as to
| what types of relevant documents it seeks with these overly broad requests." (/d. at p. 6.)
The silence from BillFloat in response to Mr. Dauis’s detailed meet-and-confer letter
further indicates that BillFloat was never serious in resolving the canned issues raised by its meet
| that substantial and meaningful efforts must be undertaken before resorting to the court. Obregon
vy. Superior Court, 67 Cal. App. 4th 424,432-433 (1998) (Plaintiff's grossly overbroad discovery
requests [suggesting an improper motive], an inadequate meet and confer letter and a motion to
i compel failing to demonstrate good cause for the overbroad discovery amounted to a lack of good
| faith effort at an informal resolution.).
Here, BillFloat has failed to make any meaningful efforts to meet and confer. Although its
147-page meet and confer letter is long, it does not attempt to address any of Golden Pacific’s
valid objections in any way other than total disagreement with all of them by boilerplate that has
| been copied and pasted from one response to the next. Moreover, as set forth above, this is a case
J 14925931 14023-004 8
OPPOSITION TO BILLFLOAT'S MOTION TO COMP
INTERROGATORIES. SET 1, SPECIAL INTERROGATORIES, SE’
URTHER RESPONSES TO FORM
. 1, & DEMAND FOR INSPECTION, SET |wn
6
involving thousands of documents that must be reviewed for production. Indeed, BillFloat stated
just last week that it has also not completed review of its own documents for responsiveness to
Golden Pacific's discovery requests that were propounded months before BillFloat propounded its
requests. Onstott Decl. #{ 8-9, at Exh. A, Supplemental Response to Request for Production No. 3
(stating that Responding Party is continuing to review its documents, and will continue to provide
documents as they are identified and located."), Had BillPloat bothered to fulfill its meet-and-
confer obligations. it would have discovered that an additional production of thousands of
documents was being prepared by the bank for production. Onstott Decl. { 6.
Here, as set forth above, BillFloat failed to meet-and-confer in good faith and affirmatively
ignored the banks efforts to meet-and-confer concerning the discovery disputes at issue in this
motion. BillFloat further failed to meet-and-confer concerning the bank's supplemental responses
to its written discovery, despite including those supplemental responses in this motion.
Accordingly, BillFloat’s motion should be denied for failure to comply with Code of Civil
Procedure
tion 2031.310(b)(2).
Cc. Special Interrogatory Nos. 14-15.
BillFloat's motion raises an issue with respect to Requests for Production Nos. 14-15. (See
Ps&As at 9:4-10:19. First, the interrogatory seems unnecessarily harassing as it requests that
Golden Pacific identify by date and amount all applications that BillFloat itself referred to Golden
Pacific. On the face of this request, this information should already be in BillFloat's possession
and control. Moreover, Golden Pacific's responses invited BillFloat to provide clarification to
certain terms in the special interrogatories. For example, Golden Pacific requested that BillFloat
clarify whether the term "loan applications" included only completed applications (as defined by
regulators, or also included incomplete applications and asked that BillFloat define the scope of
“referred by" and "accepted by" so that Golden Pacific could formulate a proper response to the
interrogatory. (Webb. Decl. Exh. 4.) In BillFloat's 147 page letter, BillFloat failed to provide any
definition to these terms, claiming instead that the terms were used in Golden Pacific's complaint.
(Webb Decl. Exh. 7.) Mr. Dauis' letter, in response notified BillFloat that these terms were not
used anywhere in the complaint and invited BillFloat to define them. (Webb Decl. Exh. 11 p.7.)
1492593, 1423-004 9
OPPOSITION TO BILLFLOAT’S MOTION TO COMPEL FURTHER RESPONSES TO FORM
INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET I, & DEMAND FOR INSPECTION, SET |Despite having several months to simply clarify the interrogatory for Golden Pacific, BillFloat
failed to respond to Mr. Dauis’ letter and clarify the interrogatories. Accordingly, the Motion
should be denied for failure to meet-and-confer in good faith and additionally because Golden
Pacitic's objections are well-taken.
D. Golden Pacific's Response to Form Interrogatories 8.8, 9.1, and 9.2 Are Appropriate
BillFloat argues that Golden Pacific's responses to Form Interrogatory Nos. 8.8, 9.1 and
9.2 are “unreasonable” because Golden Pacific stated that information concerning Golden Pacific's
lost income is only known to BillFloat. Memo at 11:1-6. The response is consistent and
appropriate. Here, it is BillFloat that knows the amount of loans referred pursuant to the SmartBiz
Program as it took unilateral control of the software housing the SmartBiz Program. Moreover,
Golden Pacific has attempted to propound document requests and other discovery to learn the
answer to these questions. BillFloat, however. has refused to provide responsive documents,
insisting instead on providing spreadsheets containing information pre-selected by BillFloat
concerning the amount of loans written through the SmartBiz Program. (Onstott Decl. at 8, Exh.
B, Supplemental Responses to Request Nos. 118-144.).). Golden Pacific need not rely on such
unverified self-serving information provided by BillFloat. This subject will likely be the subject
ofa future motion to compel to be filed by the Golden Pacific due to BillFloat's failure to honor its
own discovery obligations. The Motion to Compel should be denied.
E. BillFloat is Not Entitled the Identifies of Individuals Interviewed by Golden Pacific's Counsel,
All interviews were conducted by Responding Party's counsel and therefore are
confidential and protected by the work product privilege. See Coito v. Sup. Court, 54 Cal.4th 480
(2012). Here, BillFloat seeks to learn the identifies of those individuals interviewed by Golden
Pacific's counsel. This is not allowed. Both the contents, and Golden Pacific's selection of the
individuals to be interviewed impermissibly intrudes on the thought process, strategy, and mental
impressions of Golden Pacific's counsel. See Coito v. Superior Court, 54 Cal. 4th 480, 495, 278
P.3d 860, 869 (2012) ("Moreover, in some cases, the very fact that the attorney has chosen to
interview a particular witness may disclose important tactical or evaluative information, perhaps
especially so in cases involving a multitude of witnesses. ... These are circumstances where
1492593, 4023-004 10
OPPOSITION TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONSES TO FORM
INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET I, & DEMAND FOR INSPECTION, SET |BillFloat has the burden to show good cause to compel further responses. Code of Civil
Procedure section 2031.310(b) (1); Kirkland vy. Superior Court, 95 Cal. App. 4th 92, 98 (2002).
| To satisfy this burden BillFloat must show by competent evidence specific facts justifying the
requests. Glenfed Development Corp. y. Superior Court, 53 Cal. App. 4th 1113, 1117 (1997).
to prevent surprise evidence at trial. Glenfed, 53 Cal. App. 4th at 1117.
BillFloat's motion makes no mention of good cause much less setting forth specific facts to
11 | make a showing of good cause. Instead the motion is based on the argument that further responses
i
12 | should be compelled because the responses are deficient, in spite of the fact the responses are
13 | comparable to BillFloat’s own responses to discovery propounded by Golden Pacific. BillFloat's
failure to show good cause requires the denial of the motion.
G. Golden Pacific’s Responses Are Sufficient
Assuming, arguendo, that BillFloat has made a legitimate meet-and-confer effort, and also
that BillFloat has shown good cause for supplemental responses, Golden Pacific's responses are
sufficient. As is set forth in the Separate Statement, Golden Pacific responds with valid objections
to each discovery request, has provided responses beyond mere objections, has provided (and
| continues fo provide) supplemental responses and privilege logs. The simple fact of the matter is
| that the requests are overbroad and burdensome because they seek privileged, confidential and
irrelevant information along with discoverable information. Because of the vast number of
responsive documents that need to be reviewed, Golden Pacific requires a proportional amount of
26 ¥ discovery requests in like manner.
27 Code of Civil Procedure section 2031.220 provides that, “A statement that the party...
28 | will comply with the particular demand shall state the production . . . will be allowed either in
J 1492503,1 14023-004 ll
OPPOSITION TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONSES TO FORM
INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET 1, & DEMAND FOR INSPECTION, SET iNe
w
whole or in part.” Golden Pacific’s responses properly and clearly state what part of each request
it will comply with and what parts are objectionable. The responses are compliant
H. BillFloat’s Requests Are Overly Broad And Burdensome
Here, Golden Pacific is combing through literally tens of thousands of documents to find
responsive information concerning BillFloat's requests. (Onstott Decl. at § 8.). Because
BillFloat's requests simply request all documents on broad subject matters rather than seeking
particularized categories of documents between certain individuals, the task in trying to retrieve
such categories of documents is quite difficult. Here, Golden Pacific through the meet-and-confer
process sought BillFloat's assistance to narrow the scope of the requests or simply direct Golden
Pacific on the definitions of key phrases and time periods. Despite having months to follow up on
Golden Pacific's request for further meet-and-confer, BillFloat ignored these overtures from
Golden Pacific and filed its motion instead of engaging in a serious attempt at an informal
resolution. See Dauis Decl. at 442-10.
In Calcor Space Facility, Inc. v. Superior Court, 53 Cal.App.4th 216 (1997), one of the
litigants served a discovery subpoena that effectively asked for everything in the responding
party’s possession related to gun mounts (the subject of the litigation), going back ten years. Jd. at
220. The responding party moved for a protective order and the subpoenaing party moved to
compel production. /d. at 220-21. The Court of Appeals held that ‘[w]hether served on a party or
anon-party, the procedure here used to compel production of documents and other materials
represents an outrageous abuse of the discovery system, and exemplifies the misuses to which the
discovery statues are prone absent judicial consideration for the great burdens which may be
imposed on parties and non-parties alike.” /d. at 221.
Citing Mannino v. Superior Court, 142 Cal.App.3d 776 (1983), the Calcor court also noted
that “[w]e are also aware the discovery process is subject to frequent abuse and, like a cancerous
growth, can destroy a meritorious cause or defense ... Our observations of the day-to-day practice
of law lead us to conclude this cancer is spreading and judges must become more aggressive in
curbing these abuses. Courts must insist discovery devices be used as tools to facilitate litigation
rather than as weapons to wage litigation. These tools should be well calibrated; the lancet is to be
1492503, (4023-004 12
OPPOSITION TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONSES TO FORM
INTERROGATORIE ET 1, SPECIAL INTERROGATORIES, SET 1, & DEMAND FOR INSPECTION, SET |24
25
26
27
28
preferred over the sledge hammer.” Id. (emphasis added). See also Obregon y. Superior Court, 67
Cal.App.4th 424, 431(1998) (noting that “[a]ny discovery request, even an initial one, can be
misused in an attempt to generate settlement leverage by creating burden, expense,
embarrassment, distraction, etc.”).
As in Calcor, BillFloat's overly broad discovery requests in its motion against Golden
Pacific are an abuse of the discovery system. The hundreds of pages of materials accompanying
BillFloat's Motion fail to make any showing of good cause for further responses. BillFloat, instead
relies upon inaccurate and misleading broad, argumentative, and general statements that Golden
Pacific's responses are inadequate and further responses should be compelled.
As Calcor points out, the tools of discovery should be well-calibrated and used to facilitate
litigation. See id. at 221. In order to comply with BillFloat's requests, Golden Pacific will be
required to spend hundreds of man-hours combing through documents. A rolling release is not
unreasonable. especially in light of Mr, Dauis’s letter wherein he promises to continue to produce
responsive documents on a rolling basis.
1.
olden Pacific Is Entitled To
The court shall award sanctions against a party that brings a motion that is without
substantial justification, (Code of Civil Procedure section 2031.310 (h)). As set forth herein
BillFloat's motion is without substantial justification, BillFloat failed to engage in a meaningful
meet and confer process, which constitutes a misuse of the discovery process. Code of Civil
Procedure § 2023.010(i). Indeed, in numerous instances, BillFloat has brought a motion to
compel with respect to Golden Pacific's supplemented responses for which BillFloat has not even
met-and-conferred on the supplemental response itself. In other instances, BillFloat completely
ignored Golden Pacific's meet-and-confer attempt, waited several months without saying anything
about its prior requests, and then filed this Motion. The meet-and-confer process is not satisfied
with such inadequate effort by BillFloat. Accordingly, if anyone should be sanctioned, it should
be BillFloat in the amount of $12,670 for filing such a motion. See Onstott Decl. 10. At the
very least, no sanctions should be awarded to any party based upon BillFloat's failure to meet-and-
confer in good faith and Golden Pacific's reasonable actions which had substantial justification
1492593,1 1423-004 B
OPPOSITION TO BIL LOAT'S MOTION TO COMP!
INTERROGATORIES, SET 1, SPECIAL INTERROGATOR
. FURTHER RESPONSES TO FORM
1, & DEMAND FOR INSPECTION, Swith respect to the propounded discovery and meet-and-confer process.
Vv. CONCLUSION
For the reasons set forth above, BillFloat’s motion should be denied in its entirety and
sanctions should be awarded to Golden Pacific and its counsel.
Dated: September 22, 2016
1492503.1 4023-004
KRONICK, MOSKOVITZ, TIEDEMANN & GIRARD
A Professional Corporation
By:
Christopher Onstott
Attorneys for Plaintiff/Cross-Defendant
GOLDEN PACIFIC BANK, N.A.
14
OPPOSITION TO BILLFLOAT'S MOTION TO COMPE
INTERROGATORIES, SET I, SPECIAL INTERROGATORIES,
FURTHER RESPONSES TO FORM
ET 1, & DEMAND FOR INSPECTION, SET IPROOF OF
VICE
STATE OF CALIFORNIA, COUNTY OF SACRAMENTO
At the time of service, | was over 18 years of age and not a party to this action. Tam
employed in the County of Sacramento, State of C alifornia. My business address is 400 Capitol
Mail, 27th lloor, Sacramento, CA 95814.
On September 22, 2016, I served true copies of the following document(s) described as
GOLDEN PACIFIC BANK'S OPPOSITION TO BILLFLOAT'S MOTION TO COMPEL
FURTHER RESPONSES TO FORM INTERROGATORIES, SET ONE, SPECIAL
INTERROGATORIES, SET ONE, AND DEMAND FOR INSPECTION, SET ONE on the
interested parties in this action as follows:
SEE ATTACHED SERVICE LIST
BY E-MAIL OR ELECTRONIC TRANSMISSION: Based on a court order or an
agreement of the parties to accept service by e-mail or electronic transmission, | caused the
document(s) to be sent from e-mail address ehamman@kmtg.com to the persons at the e-mail
addresses listed in the Service List. The document(s) were transmitted at or before 5:00 p.m. I did
not receive, within a reasonable time after the transmission, any electronic message or other
indication that the transmission was unsuccessful,
I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.
Executed on September 22, 2016, at Sacramento, California.
by then —
—_{ AA Lf
nie Hamman
1492593,1 14023-004 1
OPPOSITION TO BILLFLOAT'S MOTION TO COM
INTERROGATORIES T 1, SPECIAL INTERROGATORIE!
JRTHER RESPONSES TO FORM
1, & DEMAND FOR INSPECTION, SET IJennifer D. Yu
5] 155 Montgomery Street, Ste. 1200
San Francisco, CA 94104
SERVICE LIST
Golden Pacific Bank, N.A. v. BillFloat, Inc., Ryan Gilbert, Sean O'Malley
San Francisco Superior Court, Case No. CGC-16-549804
415-277-7200 S:
: Tel
:wawebbiwebblegalgroup.com
jv webblezaleroup.com
1492593.1 14023-004 2
an Franet
Peter L. Isola
Robert I. Lockwood
HINSHAW & CULBERTSON LLP
One California Street, 18" Floor
OPPOSITION TO BILLFLO.
MOTION TO COMPE
INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES,
RTHER RESPONS TO FORM
ET 1, & DEMAND FOR INSPECTION, SET 1
Preview
16 | BRUCE A. SCHEIDT. State Bar No. [55088 ELECTRONICALLY | bscheidt@kmtg.com FILED CHRISTOPHER ONSTOTT, State Bar No. 225968 Supertor Court of California, constow@kmig.com County of San Francisco ERROL C. DAUIS, State Bar No, 279313 09/22/2016 edauis@kmig.com Clerk of the Court KRONICK, MOSKOVITZ, TIEDEMANN & GIRARD eee ano: Deputy Clerk A Professional Corporation 400 Capitol Mall, 27" Floor cramento, California 95814 Telephone: (916) 321-4500 Facsimile: (916) 321-4555 Attorneys for Plaintiff/Cross-Defendant | GOLDEN PACIFIC BANK, N.A. SUPERIOR COURT OF THE ATE OF CALIFORNIA COUNTY OF SAN FRANCISCO | GOLDEN PACIFIC BANK, N.A., Case No. CGC-16-549804 Plaintiff. DISCOVERY v. GOLDEN PACIFIC BANK'S ; OPPOSITION TO BILLFLOAT'S | BILLFLOAT, INC., RYAN GILBERT, SEAN | MOTION TO COMPEL FURTHER | O'MALLEY, and DOES 1-50, inclusive, RESPONSES TO FORM INTE RROGATORIES, SET ane Defendants. SET ONE j EEE) ate: October 5, 2016 } BILLFLOAT, INC. Time: 9:00 a.m. Dept.: 302 Cross-Complainant, v. Case Transferred GOLDEN PACIFIC BANK, N.A., and ROES | from Sacramento County: — January 11, 2016 1-50, Trial Date: None Set Cross-Defendants, 14925931 14023-004 OPPOSITION TO BILLFLOAT'S MOTION TO COMPE INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, JRTHER RESPONSES TO FORM 1, & DEMAND FOR INSPECTION, SET IA Ww NY eo a On TABLE OF CONT Page l. PENRO ON are tera et state nae tedeyveta tate ataeetteetiedatrratatershetsesedevayetetatatetetetstaeseratetay j I. FACTUAL BACKGROUND OF LITIGATION .... WL. FACTS RELEVANT TO DISCOVERY DISPUTE. ...ssssesessesseseeeeseeseessereesieseereeeeenesenenes 3 IV. LEGAL ARGUMENT........ A, BillFloat’s Motion is Improper Because Golden Pacific Has Supplemented Its Discovery Responses and BillFloat Subsequently Failed to Meet-And- Conter.. Pa ele B. BillFloat Failed to Properly Meet and Conter.ic.cccccecccessessesesteseeesteaseesessenneneaees 7 C. Special Interrogatory Nos. 14-15. ccccceccessesecsecseessceesesnceresneeseesessnsssesaneneeneeeeeeees 9 dD. Golden Pacific's Response to Form Interrogatories 8.8, 9.1, and 9.2 Are Appropriate... 10 B. BillFloat is Not Entitled the Identifies of Individuals Interviewed by Golden Pacific's Counsel. occ etatetet eh 10 B BillFloat Has Failed To Make The Required Showing Of Good Cause For The Production Of Supplemental Responses ........ccscecsceceeeenessneesseesseessiesneeneenee HH G. Golden Pacific's Responses Are Sufficient vo... cccccsescsesseseesesneeeenesneesessteneeseenes i HH. BillFloat’s Requests Are Overly Broad And Burdensome ......ccceeseieeeeneee 2 IL. Golden Pacific Is Entitled To Sanctions. ....cccsecseecesesesteseeeeseesteresneerecerserenneeres 13 V. CONC S LOIN arrerersesertesedotetntets atssstebstdedeiedetetotstetatebebrsdadedetatetatststssasdedatededatodstatatetatandorsd 14 1492503.1 14023-0004 i INTERROGATORIES OPPOSITION TO BILLFLOAT'S MOTION TO COMPE SET 1, SPECIAL INTERROGATORIES, JRTHER RESPONSES TO FORM |, & DEMAND FOR INSPECTION, SET |TABLE OF AUTHORITIES Page(s) State Cases Calcor Space Facility, Inc. v. Superior Court, 53 Cal.App.4th 216 (1997).. Coito v. Sup. Court, 54 Cal.4th 480 (2012). Glenfed Development Corp. v. Superior Court, 53 Cal. App. 4th 1113 (1997) secs Kirkland v. Superior Court, 95 Cal. App. 4th 92 (2002)... ecceccesesseeseeseeseesr scenes cancescaneeseansateaeeneneeaesnveaneesesaeesneatsneanensense tL Obregon v, Superior Court, 67 Cal. App. 4th 424,432-433 (1998) wocccccscecssesessessssssressscsnesesesscansresssateneatssaseeaneanes 8,13 State Statutes Code of Civil Procedure § 2016.040 .7 Code of Civil Procedure § 2023 .O1O.. cccscescescecsssserecneecsesesssesesscnsssssescesssesneeesissecseseseessaenetees 13 Code of Civil Procedure § 2031.220 Code of Civil Procedure § 2031.310 1492593, 14023-004 ii OPPOSITION TO BILLFLOAT'S MOTION TO COM INTERROGATORIES, SET 1, SPECIAL INTERROGATORIE: “URTHER RESPONSES TO FORM 1, & DEMAND FOR INSPECTION, SET |1] Plaintiff, GOLDEN PACIFIC BANK, N.A. (“Golden Pacific,” or the "bank"), submits its 2 | Memorandum of Points and Authorities, Declaration of Christopher Onstott and Declaration of 3 | Errol C. Dauis in support of its Opposition to Defendant BillFloat, Inc.’s (“BillFloat”’) motion to 4 I compel further responses to discovery request. 5 I INTRODUCTION 6 BillFloat’s motion suffers from a fatal procedural defect. It fails to set forth sufficient facts 7 | that demonstrate that BillFloat made a reasonable and good-faith effort to meet and confer on each 8 Jl issue presented by its motion, as is required by the Civil Discovery Act. Code of Civil Procedure 9} § 2016.040. BillFloat cannot remedy this deficiency because BillFloat failed to make a reasonable 10 ff effort to meet and confer in good faith prior to bringing its Motion to Compel. As set forth below, 11 | BillFloat received supplemental responses to its discovery requests and a meet-and-confer letter 12 | from Golden Pacific inviting BillFloat to meet-and-confer on numerous outstanding issues 13 ff regarding the requests. BillFloat ignored Golden Pacific's efforts and never responded to the letter 14 I nor did it ever meet-and-conter over the supplemented responses, despite having several months to 1s do so. 169 As set forth in more detail in Golden Pacific's Response to BillFloat's Separate Statement. 18 i propound numerous requests with reasonable particularity, particularly in the context of a case 19 with tens of thousands of documents to search. 20 | BillFloat's argument that it had no choice but to file the motion due to the motion-to- 21 fF compel deadline and Golden Pacific's not producing additional documents also lacks merit. Here, 22 | BillFloat remained silent for almost two months without requesting an update on Golden Pacific's 23 ff document production. However, had BillFloat met-and-conferred, it would have learned that 28 ff continuing to review its own records and prepare additional documents for production, 1492593,1 4023-004 1 OPPOSITION TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONSES TO FORM INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET 1, & DEMAND FOR INSPECTION, SET |Co ew NDA HW FF BWW N NON A BF Oo i) aD 27 Accordingly, BillFloat's motion to compel should be denied. tM. FACTUAL BACKGROUND OF LITIGATION ‘This action is the result BillFloat's serial breaches of contract, misappropriation of trade seerets and fraudulent misrepresentations, Golden Pacific is a traditional brick-and-mortar bank, having as core competencies general banking operations and Small Business Administration ("SBA") lending operations. Golden Pacific Complaint ("Complaint") at § 9. Defendant/Cross- Complainant BillFloat is a technology company that wished to enter the online marketplace for Small Business Administration backed loans but lacked the know-how and expertise to do so. BillFloat, through its founders, Ryan Gilbert and Sean O'Malley, approached personnel from Golden Pacific with a promise of a business partnership in which BillFloat would leverage its technology platform through the bank's core competencies in general lending and SBA lending operations and using the bank as its primary funding vehicle to provide fast and affordable SBA loans to small businesses across America. Complaint at § 10. BillFloat promised the bank that the bank would be its "preferred banking partner," and "technology partner" with respect to small business lending products and services BillFloat would offer using the software platform." /d. To that end, the parties entered into a Licensing Agreement as well as a Joint Marketing and Joint Technology Improvement Agreement ("JMA"), which was later amended by agreement of the parties. Complaint at {4 14-15. Golden Pacific personnel spent hundreds of hours helping to create what became known as the SmartBiz Program, which was the online vehicle jointly developed by the parties. Pursuant to the JMA, the bank agreed to share in the marketing and business development costs of a Joint Technology that was jointly owned and which provided a unique combination of particular underwriting criteria for assessing applications for small business loans. Complaint at 16. BillFloat additionally promised that it would refer 70 percent of qualified introduced businesses seeking a loan of $25,000 or less before referring said loans to another lender. Complaint at § 38(d). In addition, BillFloat promised the bank that the bank would have "most favored nation status" with respect to any future small business lending products and services that BillFloat would offer through a depository institution. Complaint at € 16. BillFloat was also required to 1392593.1 14023-004 2 OPPOSITION TO BILLFLOAT'S MOTION TO COMPE s TO FORM INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET |, & DE! MAND FOR INSPECTION, SET 11 | pay Golden Pacific fees associated with referring businesses to other third-party banks through the 2 | SmartBiz Program. Complaint § 38(a). The bank and BillFloat further entered into a Mutual 3 | Non-Disclosure and Confidentiality Agreement to protect the bank's confidential and proprietary 4 } business information associated with the program. 5] Soon, however, the bank noticed that they were being charged for excessive amounts of 6 I costs by BillFloat. The bank sent written correspondence to BillFloat, demanding a more detailed 7 | account of the shared expenses supporting BillFloat's invoiced costs. Complaint at { 26. BillFloat 8 failed to provide the detailed accounting requested and instead retaliated against the bank by 9 i freezing the bank out of the loan referrals pursuant to the SmartBiz program. Complaint at § 29. 10 | BillFloat then misappropriated those referrals, along with the technology developed by Golden 11 | Pacific and provided those referrals to other third-part banks, to BillFloat's sole bencfit. 12 | Complaint at § 30-35. 13 Golden Pacific served a Notice of Default on BillFloat on August 17, 2015, setting forth ral areas in which BillFloat had breached its agreements with the bank. Rather than 15 | responding to the notice of default, BillFloat ran into court and filed a Declaratory Relief action 16 J] against the bank. Golden Pacific later filed its claims against BillFloat, and its founders, Ryan 17 J Gilbert and Sean O'Malley, alleging claims for Breach of Contract, Misappropriation of Trade 19 Ill. FACTS RELEVANT TO DISCOVERY DISPUTE 20 Golden Pacific Propounded its first set of written discovery consisting of Requests for 21 ¥ Production of Documents, Set No. 1; Form Interrogatories, Set No. 1, and Special Interrogatories, 22 Sct No. | on December 7, 2016, Declaration of Christopher Onstott in Opposition to Motion to 23 | Compel ("Onstott Decl.") at § 8. BillFloat propounded its first sets of Demands for Inspection. i 7 Dae 0 : . > A > 24 | Requests for Admission, Special Interrogatories, and Form Interrogatories on February 22, 2016, 25 f Declaration of William Webb in Support of Motion to Compel ("Webb Decl.") at §§ 3-6. Golden 26 i Pacific served initial responses and objections to this written discovery on April 1, 2016. Webb 27 ff Decl. at 7-9. On April 26, 2016, Golden Pacific received a letter from William Webb, counsel 28 |] for BillFloat. Webb Decl. at § 10. Despite BillFloat’s misrepresentation that the parties "met- 1492593,114623-004 3 OPPOSITION TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONS TO FORM INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET 1, & DEMAND FOR INSPECTION, SET |and-confer in writing, several times," Mr. Webb’s letter represents BillFloat’s only even colorable effort to meet and confer about the substantive issues raised in its moving papers. See Declaration of Errol Dauis in Opposition to Motion to Compel ("Dauis Decl.") at §§ 2-7, 10; Onstott Decl. © 3-6. Although Mr. Webb’s letter spanned 147 pages it amounts to little more than a blanket declaration that Golden Pacific’s objections are all invalid for canned reasons — with no factual support as to why BillFloat believes the responses are insufficient — followed by over one hundred pages of cut and paste boilerplate criticisms of Golden Pacific’s responses. Webb Decl. 4 10, Exh. 7. BillFloat made no further effort to meet and confer. Dauis Decl. §§ 10, Onstott Decl. 4 3- 7, To the extent BillFloat made additional communications relating to the discovery at issue, it only addressed the issues of additional time to respond to Mr. Webb’s 147-page letter, and extending the time to file a motion to compel. Webb Decl. at Exh, 17; Dauis Decl. §§ 7-10. Mr. Webb’s 147-page letter appears to be designed so that BillFloat can claim to have attempted to meet and confer in good faith. Its refusal to respond in substance to Golden Pacific's response to Mr. Webb’s 147-page letter belies the fact that BillFloat never seriously intended to resolve Golden Pacifi *s objections informally, On the other hand, Golden Pacific’s response to Mr. Webb’s letter demonstrates its good faith adherence to both the letter, and the spirit, of the Civil Discovery Act. On June 7, 2016, Mr. Errol Dauis sent BillFloat Golden Pacific’s response to Mr. Webb’s letter. Golden Pacific served supplemental responses to twenty-three (23) Special Interrogatories, seven (7) Form Interrogatories, and one (1) Request for Admission. Golden Pacific also served a privilege log corresponding to its document production. See Dauis Decl. at §{] 6-9, Exhs. E-K. Also on June 7, 2016, Golden Pacific further responded to Mr. Webb’s letter by sending a detailed meet-and-confer letter which outlined numerous deficiencies with the remainder of BillFloat's Demands for Inspection, Special Interrogatories, and Form Interrogatories that prevented Golden Pacific from supplementing those enumerated requests. Mr. Dauis’s letter specifically invited Mr, Webb to meet and confer on reasonable limitations and narrowing the scope of the requests so Golden Pacific may have a reasonable opportunity to respond. Dauis 1492593,1 14023-004 4 OPPOSITION ‘TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONSES TO FORM INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET |, & DEMAND FOR INSPECTION, SET IDecl. Exh. I. BillFloat has not responded to Mr. Dauis’s letter. /d. at Exh. 10. Despite BillFloat’s refusal to clarify its requests, on June 17, 2016, Golden Pacific served supplemental responses to several Demands for Inspection, and on June 29, 2016, Golden Pacific produced additional documents in response to BillFloat’s Demand for Inspection, Set One, and a second privilege log. BillFloat has made no effort to mect and confer regarding any of Golden Pacific's supplemental responses or the privilege log provided by Golden Pacific. In fact, BillFloat's motion completely fails to even reference the privilege log provided by Golden Pacific.! fd, at Exh. J-L. The reality of this litigation is that both parties must review thousands of documents before they may be produced or identified, and overbroad discovery requests will encompass large swaths of irrelevant but responsive documents. This is a time-consuming endeavor. Indeed, even BillFloat is still supplementing its discovery responses and has represented that it is still reviewing documents pursuant to requests that were propounded by Golden Pacific in December of last year. Just this week, BillFloat produced some documents that were responsive to requests made by Golden Pacific in December 2015. Onstott Decl. at § 8-9, Exhs. A-C. BillFloat’s motion inconsistently seeks to compel Golden Pacific to turn over documents Golden Pacific has every intention of producing on a shortened timeline when compared to BillFloat's own production, while BillFloat evades its own discovery obligations. BillFloat attempts to characterize an encounter between William Webb and Christopher Onstott on July 26, 2016 as a meet-and-confer on the substantive issues. The extent of the discussion is simply that Mr. Webb asked whether Mr. Onstott intended to produce additional documents, and Mr. Onstott replied that Golden Pacific always intended to produce additional documents. Webb Decl. at Exh. 17; Onstott Decl. at $9 6-8. The fact that Mr. Webb did not " BiLlFloat Memorandum of Points and Authorities makes the curious claim that because Golden Pacific did not have an in-house lawyer, they cannot be withholding documents base upon privilege. See Memorandum of Points and Authorities at 6:1-3. This is simply not the case. Indeed, as BillFloat undoubtedly knows, while he is not an "in house" attorney, throughout the period of negotiations between the parties concerning the SmartBiz program, Golden Pacific was represented by counsel, Kurt L. Kicklighter of Dentons U.S. LLP. See Dauis Decl. at Exh. L. 1492593.1 4023-004 5 OPPOSITION TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONSES TO FORM. INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET 1, & DEMAND FOR INSPECTION, SET |bother to inquire as to when he could expect the promised supplemental responses (or which responses would be supplemented) demonstrates that this exchange was not a serious attempt at a } meet and confer. IV. LEGAL ARGUMENT BillFloat's Motion fails because (1) it has failed to meet-and-confer in good faith; (2) BillFloat's Special Interrogatory Nos. 14 and 15 are unduly vague and ambiguous and BillFloat failed to clarify these interrogatories in further meet-and-confer efforts as requested by Golden Pacific: (3) Golden Pacific's responses to BillFloat Form Interrogatories regarding damages also properly state that this information is in BillFloat’s sole possession at the moment due to BillFloat improperly asserting unilateral control over the SmartBiz platform as well as BillFloat's failure to cooperate with Golden Pacific's legitimate discovery requests; and (4) BillFloat's argument that an attorneys’ interviews of witnesses is not work product misstates applicable law. A. BillFloat’s Motion is Improper Because Golden Pacific Has Supplemented Its 1 Discovery Responses and BillFloat Subsequently Failed to Meet-And-Confer. On June 7, 2016, Golden Pacific served supplemental responses to twenty-three (23) Demand for Inspection, Set One, and a second privilege log. Additionally, On June 7, 2016, by letter, Golden Pacific attempted to meet-and-confer further with BillFloat seeking guidance and isonable limitations concerning the scope of BillFloat's requests. All of this production occurred after BillFloat’s only colorable attempt to meet and confer. Despite including Golden 4 | Pacific's supplemental responses in its motion to compel, as set forth herein, BillFloat failed to attempt any meet-and-confer concerning those supplemental responses. Moreover, BillFloat has effectively ignored Golden Pacific's legitimate inquiry and meet-and-confer attempt by the bank's June 7, 2016 letter. In Golden Pacific's June 7, 2016 letter Golden Pacific's counsel repeatedly | attempted to engage BillFloat's counsel to resolve their disputes. To the extent BillFloat’s motion fj 1492593,1 14023-004 6 1 OPPOSITION TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONSES TO FORM | INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET 1, & DEMAND FOR INSPECTION, SET 1MW & wo oN seeks to compel further responses to its discovery requests to which Golden Pacific has already produced supplemental responses (or has in good faith sought direction and compromise through further meet-and-confer efforts) BillFloat’s motion is likely moot and at the very least improper due to BillFloat failure to meet-and-confer in good faith prior to its motion as required by the Code of Civil Procedure. B. BillFloat Failed to Properly Meet and Confer BillFloat’s 147-page form letter dated April 26, 2016 (Webb Decl., Exh. 7) fails to satisfy the good faith meet and confer that is required before bringing a motion to compel further responses. Code of Civil Procedure §§ 2031.310 (b)(2) (stating that a motion to compel "shall be accompanied by a meet and confer declaration under Section 2016.040): 2016.040 ("a meet-and- confer declaration in support of a motion shall state facts showing a reasonable and good faith attempt at an informal resolution of each issue presented by the motion."). BillFloat’s failure to meet and confer in good faith requires the denial of its motion. BillFloat’s lack of good faith is evidenced by the generic nature of its 147-page letter, which identifies each and every response as inadequate, but utterly fails to articulate any factual basis for the boilerplate criticisms of Golden Pacific’s valid objections. (Webb Decl. Ex. 7). Moreover, as set forth above, Golden Pacific not only supplemented its responses to much of the written discovery at issue in this Motion, but also, provided a detailed letter on June 7, 2016 requesting to further meet-and-confer about various issues with BillFloat.? Among other things. the June 7, 2106 letter stated with respect to much of the written discovery at issue in this motion to compel that (1) GPB will continue to produce responsive documents on a rolling basis (Webb ? BillFloat's Motion also points to the court's general guidance concerning document requests propounded by BillFloat in the context of a person most qualified deposition to argue that its Motion to Compel somehow has merit. However, the requests at issue in this motion to compel were not before the court during that statement made in the course of a hearing on the motion to quash. Moreover, had BillFloat bothered to meet-and-confer in good faith as required by the Code of Civil Procedure, it would have discovered that the bank, in fact, was already preparing a production pursuant to the court's guidance and the person most qualified deposition notices at issue in that motion. Given BillFloat's failure to respond to Mr. Dauis June 7, 2016 letter, and its failure to provide any additional correspondence re: Golden Pacific's supplemental responses at issue in this written discovery, Golden Pacific reasonably concluded that BillFloat had abandoned any attempt to follow up on the written discovery and had determined to seek its information by way of the PMQ deposition notices. 4492593.1 14023-004 7 OPPOSITION TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONSES TO FORM INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET |, & DEMAND FOR INSPECTION, SET |Decl. Exh. 11, at p.1); (2) that "GPB is willing to meet-and-confer with BillFloat to discuss what documents Propounding Party is seeking, whether such documents are within the proper scope of | further meet-and-confer concerning whether BillFloat could narrow or tailor its requests such that BillFloat may be able to provide supplemental responses (id. at p.3); (7) set forth the specific basis of Golden Pacific's objections (id. a pp. 3-7); and finally pointed out that several of Golden || Pacific's objections to the discovery responses also invited BillFloat to clarify the scope of its | requests but that "BillFloat has failed to narrow the scope of these requests or provide clarity as to | what types of relevant documents it seeks with these overly broad requests." (/d. at p. 6.) The silence from BillFloat in response to Mr. Dauis’s detailed meet-and-confer letter further indicates that BillFloat was never serious in resolving the canned issues raised by its meet | that substantial and meaningful efforts must be undertaken before resorting to the court. Obregon vy. Superior Court, 67 Cal. App. 4th 424,432-433 (1998) (Plaintiff's grossly overbroad discovery requests [suggesting an improper motive], an inadequate meet and confer letter and a motion to i compel failing to demonstrate good cause for the overbroad discovery amounted to a lack of good | faith effort at an informal resolution.). Here, BillFloat has failed to make any meaningful efforts to meet and confer. Although its 147-page meet and confer letter is long, it does not attempt to address any of Golden Pacific’s valid objections in any way other than total disagreement with all of them by boilerplate that has | been copied and pasted from one response to the next. Moreover, as set forth above, this is a case J 14925931 14023-004 8 OPPOSITION TO BILLFLOAT'S MOTION TO COMP INTERROGATORIES. SET 1, SPECIAL INTERROGATORIES, SE’ URTHER RESPONSES TO FORM . 1, & DEMAND FOR INSPECTION, SET |wn 6 involving thousands of documents that must be reviewed for production. Indeed, BillFloat stated just last week that it has also not completed review of its own documents for responsiveness to Golden Pacific's discovery requests that were propounded months before BillFloat propounded its requests. Onstott Decl. #{ 8-9, at Exh. A, Supplemental Response to Request for Production No. 3 (stating that Responding Party is continuing to review its documents, and will continue to provide documents as they are identified and located."), Had BillPloat bothered to fulfill its meet-and- confer obligations. it would have discovered that an additional production of thousands of documents was being prepared by the bank for production. Onstott Decl. { 6. Here, as set forth above, BillFloat failed to meet-and-confer in good faith and affirmatively ignored the banks efforts to meet-and-confer concerning the discovery disputes at issue in this motion. BillFloat further failed to meet-and-confer concerning the bank's supplemental responses to its written discovery, despite including those supplemental responses in this motion. Accordingly, BillFloat’s motion should be denied for failure to comply with Code of Civil Procedure tion 2031.310(b)(2). Cc. Special Interrogatory Nos. 14-15. BillFloat's motion raises an issue with respect to Requests for Production Nos. 14-15. (See Ps&As at 9:4-10:19. First, the interrogatory seems unnecessarily harassing as it requests that Golden Pacific identify by date and amount all applications that BillFloat itself referred to Golden Pacific. On the face of this request, this information should already be in BillFloat's possession and control. Moreover, Golden Pacific's responses invited BillFloat to provide clarification to certain terms in the special interrogatories. For example, Golden Pacific requested that BillFloat clarify whether the term "loan applications" included only completed applications (as defined by regulators, or also included incomplete applications and asked that BillFloat define the scope of “referred by" and "accepted by" so that Golden Pacific could formulate a proper response to the interrogatory. (Webb. Decl. Exh. 4.) In BillFloat's 147 page letter, BillFloat failed to provide any definition to these terms, claiming instead that the terms were used in Golden Pacific's complaint. (Webb Decl. Exh. 7.) Mr. Dauis' letter, in response notified BillFloat that these terms were not used anywhere in the complaint and invited BillFloat to define them. (Webb Decl. Exh. 11 p.7.) 1492593, 1423-004 9 OPPOSITION TO BILLFLOAT’S MOTION TO COMPEL FURTHER RESPONSES TO FORM INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET I, & DEMAND FOR INSPECTION, SET |Despite having several months to simply clarify the interrogatory for Golden Pacific, BillFloat failed to respond to Mr. Dauis’ letter and clarify the interrogatories. Accordingly, the Motion should be denied for failure to meet-and-confer in good faith and additionally because Golden Pacitic's objections are well-taken. D. Golden Pacific's Response to Form Interrogatories 8.8, 9.1, and 9.2 Are Appropriate BillFloat argues that Golden Pacific's responses to Form Interrogatory Nos. 8.8, 9.1 and 9.2 are “unreasonable” because Golden Pacific stated that information concerning Golden Pacific's lost income is only known to BillFloat. Memo at 11:1-6. The response is consistent and appropriate. Here, it is BillFloat that knows the amount of loans referred pursuant to the SmartBiz Program as it took unilateral control of the software housing the SmartBiz Program. Moreover, Golden Pacific has attempted to propound document requests and other discovery to learn the answer to these questions. BillFloat, however. has refused to provide responsive documents, insisting instead on providing spreadsheets containing information pre-selected by BillFloat concerning the amount of loans written through the SmartBiz Program. (Onstott Decl. at 8, Exh. B, Supplemental Responses to Request Nos. 118-144.).). Golden Pacific need not rely on such unverified self-serving information provided by BillFloat. This subject will likely be the subject ofa future motion to compel to be filed by the Golden Pacific due to BillFloat's failure to honor its own discovery obligations. The Motion to Compel should be denied. E. BillFloat is Not Entitled the Identifies of Individuals Interviewed by Golden Pacific's Counsel, All interviews were conducted by Responding Party's counsel and therefore are confidential and protected by the work product privilege. See Coito v. Sup. Court, 54 Cal.4th 480 (2012). Here, BillFloat seeks to learn the identifies of those individuals interviewed by Golden Pacific's counsel. This is not allowed. Both the contents, and Golden Pacific's selection of the individuals to be interviewed impermissibly intrudes on the thought process, strategy, and mental impressions of Golden Pacific's counsel. See Coito v. Superior Court, 54 Cal. 4th 480, 495, 278 P.3d 860, 869 (2012) ("Moreover, in some cases, the very fact that the attorney has chosen to interview a particular witness may disclose important tactical or evaluative information, perhaps especially so in cases involving a multitude of witnesses. ... These are circumstances where 1492593, 4023-004 10 OPPOSITION TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONSES TO FORM INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET I, & DEMAND FOR INSPECTION, SET |BillFloat has the burden to show good cause to compel further responses. Code of Civil Procedure section 2031.310(b) (1); Kirkland vy. Superior Court, 95 Cal. App. 4th 92, 98 (2002). | To satisfy this burden BillFloat must show by competent evidence specific facts justifying the requests. Glenfed Development Corp. y. Superior Court, 53 Cal. App. 4th 1113, 1117 (1997). to prevent surprise evidence at trial. Glenfed, 53 Cal. App. 4th at 1117. BillFloat's motion makes no mention of good cause much less setting forth specific facts to 11 | make a showing of good cause. Instead the motion is based on the argument that further responses i 12 | should be compelled because the responses are deficient, in spite of the fact the responses are 13 | comparable to BillFloat’s own responses to discovery propounded by Golden Pacific. BillFloat's failure to show good cause requires the denial of the motion. G. Golden Pacific’s Responses Are Sufficient Assuming, arguendo, that BillFloat has made a legitimate meet-and-confer effort, and also that BillFloat has shown good cause for supplemental responses, Golden Pacific's responses are sufficient. As is set forth in the Separate Statement, Golden Pacific responds with valid objections to each discovery request, has provided responses beyond mere objections, has provided (and | continues fo provide) supplemental responses and privilege logs. The simple fact of the matter is | that the requests are overbroad and burdensome because they seek privileged, confidential and irrelevant information along with discoverable information. Because of the vast number of responsive documents that need to be reviewed, Golden Pacific requires a proportional amount of 26 ¥ discovery requests in like manner. 27 Code of Civil Procedure section 2031.220 provides that, “A statement that the party... 28 | will comply with the particular demand shall state the production . . . will be allowed either in J 1492503,1 14023-004 ll OPPOSITION TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONSES TO FORM INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, SET 1, & DEMAND FOR INSPECTION, SET iNe w whole or in part.” Golden Pacific’s responses properly and clearly state what part of each request it will comply with and what parts are objectionable. The responses are compliant H. BillFloat’s Requests Are Overly Broad And Burdensome Here, Golden Pacific is combing through literally tens of thousands of documents to find responsive information concerning BillFloat's requests. (Onstott Decl. at § 8.). Because BillFloat's requests simply request all documents on broad subject matters rather than seeking particularized categories of documents between certain individuals, the task in trying to retrieve such categories of documents is quite difficult. Here, Golden Pacific through the meet-and-confer process sought BillFloat's assistance to narrow the scope of the requests or simply direct Golden Pacific on the definitions of key phrases and time periods. Despite having months to follow up on Golden Pacific's request for further meet-and-confer, BillFloat ignored these overtures from Golden Pacific and filed its motion instead of engaging in a serious attempt at an informal resolution. See Dauis Decl. at 442-10. In Calcor Space Facility, Inc. v. Superior Court, 53 Cal.App.4th 216 (1997), one of the litigants served a discovery subpoena that effectively asked for everything in the responding party’s possession related to gun mounts (the subject of the litigation), going back ten years. Jd. at 220. The responding party moved for a protective order and the subpoenaing party moved to compel production. /d. at 220-21. The Court of Appeals held that ‘[w]hether served on a party or anon-party, the procedure here used to compel production of documents and other materials represents an outrageous abuse of the discovery system, and exemplifies the misuses to which the discovery statues are prone absent judicial consideration for the great burdens which may be imposed on parties and non-parties alike.” /d. at 221. Citing Mannino v. Superior Court, 142 Cal.App.3d 776 (1983), the Calcor court also noted that “[w]e are also aware the discovery process is subject to frequent abuse and, like a cancerous growth, can destroy a meritorious cause or defense ... Our observations of the day-to-day practice of law lead us to conclude this cancer is spreading and judges must become more aggressive in curbing these abuses. Courts must insist discovery devices be used as tools to facilitate litigation rather than as weapons to wage litigation. These tools should be well calibrated; the lancet is to be 1492503, (4023-004 12 OPPOSITION TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONSES TO FORM INTERROGATORIE ET 1, SPECIAL INTERROGATORIES, SET 1, & DEMAND FOR INSPECTION, SET |24 25 26 27 28 preferred over the sledge hammer.” Id. (emphasis added). See also Obregon y. Superior Court, 67 Cal.App.4th 424, 431(1998) (noting that “[a]ny discovery request, even an initial one, can be misused in an attempt to generate settlement leverage by creating burden, expense, embarrassment, distraction, etc.”). As in Calcor, BillFloat's overly broad discovery requests in its motion against Golden Pacific are an abuse of the discovery system. The hundreds of pages of materials accompanying BillFloat's Motion fail to make any showing of good cause for further responses. BillFloat, instead relies upon inaccurate and misleading broad, argumentative, and general statements that Golden Pacific's responses are inadequate and further responses should be compelled. As Calcor points out, the tools of discovery should be well-calibrated and used to facilitate litigation. See id. at 221. In order to comply with BillFloat's requests, Golden Pacific will be required to spend hundreds of man-hours combing through documents. A rolling release is not unreasonable. especially in light of Mr, Dauis’s letter wherein he promises to continue to produce responsive documents on a rolling basis. 1. olden Pacific Is Entitled To The court shall award sanctions against a party that brings a motion that is without substantial justification, (Code of Civil Procedure section 2031.310 (h)). As set forth herein BillFloat's motion is without substantial justification, BillFloat failed to engage in a meaningful meet and confer process, which constitutes a misuse of the discovery process. Code of Civil Procedure § 2023.010(i). Indeed, in numerous instances, BillFloat has brought a motion to compel with respect to Golden Pacific's supplemented responses for which BillFloat has not even met-and-conferred on the supplemental response itself. In other instances, BillFloat completely ignored Golden Pacific's meet-and-confer attempt, waited several months without saying anything about its prior requests, and then filed this Motion. The meet-and-confer process is not satisfied with such inadequate effort by BillFloat. Accordingly, if anyone should be sanctioned, it should be BillFloat in the amount of $12,670 for filing such a motion. See Onstott Decl. 10. At the very least, no sanctions should be awarded to any party based upon BillFloat's failure to meet-and- confer in good faith and Golden Pacific's reasonable actions which had substantial justification 1492593,1 1423-004 B OPPOSITION TO BIL LOAT'S MOTION TO COMP! INTERROGATORIES, SET 1, SPECIAL INTERROGATOR . FURTHER RESPONSES TO FORM 1, & DEMAND FOR INSPECTION, Swith respect to the propounded discovery and meet-and-confer process. Vv. CONCLUSION For the reasons set forth above, BillFloat’s motion should be denied in its entirety and sanctions should be awarded to Golden Pacific and its counsel. Dated: September 22, 2016 1492503.1 4023-004 KRONICK, MOSKOVITZ, TIEDEMANN & GIRARD A Professional Corporation By: Christopher Onstott Attorneys for Plaintiff/Cross-Defendant GOLDEN PACIFIC BANK, N.A. 14 OPPOSITION TO BILLFLOAT'S MOTION TO COMPE INTERROGATORIES, SET I, SPECIAL INTERROGATORIES, FURTHER RESPONSES TO FORM ET 1, & DEMAND FOR INSPECTION, SET IPROOF OF VICE STATE OF CALIFORNIA, COUNTY OF SACRAMENTO At the time of service, | was over 18 years of age and not a party to this action. Tam employed in the County of Sacramento, State of C alifornia. My business address is 400 Capitol Mail, 27th lloor, Sacramento, CA 95814. On September 22, 2016, I served true copies of the following document(s) described as GOLDEN PACIFIC BANK'S OPPOSITION TO BILLFLOAT'S MOTION TO COMPEL FURTHER RESPONSES TO FORM INTERROGATORIES, SET ONE, SPECIAL INTERROGATORIES, SET ONE, AND DEMAND FOR INSPECTION, SET ONE on the interested parties in this action as follows: SEE ATTACHED SERVICE LIST BY E-MAIL OR ELECTRONIC TRANSMISSION: Based on a court order or an agreement of the parties to accept service by e-mail or electronic transmission, | caused the document(s) to be sent from e-mail address ehamman@kmtg.com to the persons at the e-mail addresses listed in the Service List. The document(s) were transmitted at or before 5:00 p.m. I did not receive, within a reasonable time after the transmission, any electronic message or other indication that the transmission was unsuccessful, I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on September 22, 2016, at Sacramento, California. by then — —_{ AA Lf nie Hamman 1492593,1 14023-004 1 OPPOSITION TO BILLFLOAT'S MOTION TO COM INTERROGATORIES T 1, SPECIAL INTERROGATORIE! JRTHER RESPONSES TO FORM 1, & DEMAND FOR INSPECTION, SET IJennifer D. Yu 5] 155 Montgomery Street, Ste. 1200 San Francisco, CA 94104 SERVICE LIST Golden Pacific Bank, N.A. v. BillFloat, Inc., Ryan Gilbert, Sean O'Malley San Francisco Superior Court, Case No. CGC-16-549804 415-277-7200 S: : Tel :wawebbiwebblegalgroup.com jv webblezaleroup.com 1492593.1 14023-004 2 an Franet Peter L. Isola Robert I. Lockwood HINSHAW & CULBERTSON LLP One California Street, 18" Floor OPPOSITION TO BILLFLO. MOTION TO COMPE INTERROGATORIES, SET 1, SPECIAL INTERROGATORIES, RTHER RESPONS TO FORM ET 1, & DEMAND FOR INSPECTION, SET 1