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1 JONATHAN A. SHAPIRO (SBN 257199)
JShapiro@goodwinlaw.com
2 HAYES P. HYDE (SBN 308031)
HHyde@goodwinlaw.com
3 GOODWIN PROCTER LLP
Three Embarcadero Center, Suite 2800
4 San Francisco, CA 94111
Tel.: +1 415 733 6000
5 Fax: +1 415 677 9041
6 HOWARD STEEL (admitted Pro Hac Vice)
HSteel@goodwinlaw.com
7 STACY DASARO (admitted Pro Hac Vice)
SDasaro@goodwinlaw.com
8 GOODWIN PROCTER LLP
The New York Times Building
9 620 Eighth Avenue
New York, New York 10018-1405
10 Tel.: +212 813 8800
Fax: +212 355 3333
11
Attorneys for Defendant
12 DIXON DOLL, JR.
13 SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SAN MATEO
14 CENTRAL COURT
15 SHORELINE VENTURE PARTNERS III, Case No. 22-CIV-02948
LP, a California limited liability company;
16 NOTICE OF MOTION AND MOTION TO
SVP III LP CO-INVESTMENT FUND, LP, a COMPEL VERIFIED RESPONSES AND
California limited liability company;
17 FURTHER RESPONSES TO FORM
ALBANY TRADING CORPORATION, a INTERROGATORIES; VERIFIED
Bahamas corporation; SYNAPSE VENTURE
18 RESPONSES AND FURTHER RESPONSES
CAPITAL, INC., a British Virgin Island, TO SPECIAL INTERROGATORIES;
corporation; SUGARILLE INVESTMENT
19 VERIFIED RESPONSES TO REQUESTS
FUND LTD, a Bahamas entity; WILLIAM FOR PRODUCTION OF DOCUMENTS;
JUDE McGRATH, an individual; GRAHAM
20 DOCUMENT PRODUCTION;
SEATON, an individual; and GERARD COMPLIANCE WITH CAL. CODE CIV.
BYRNE, an individual,
21 PROC. § 2031.280(a); AND REQUEST FOR
SANCTIONS
Plaintiffs,
22 Date: May 23, 2024
v. Time: 2:00 PM
23 Dept: 3
DBM CLOUD SYSTEMS, INC., a Delaware Judge: Hon. Susan L. Greenberg
24 corporation; NASUNI CORPORATION, a 400 County Center
Delaware corporation; DIXON DOLL, JR., an Redwood City, CA 94063
25 individual and DOES 1 through 50, inclusive,
Filed/Lodged Concurrently with:
26 Defendants. 1. Memo of Points & Authorities;
27 2. Separate Statements
3. Declaration of Stacy Dasaro;
28 4. Proposed Order
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NOTICE OF MOTION AND MOTION TO COMPEL AND REQUEST FOR SANCTIONS
1 TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD:
2 PLEASE TAKE NOTICE that on May 23, 2024 at 2:00 p.m. or as soon thereafter as the
3 matter may be heard, in Department 3 of the Superior Court of California for the County of San
4 Mateo, located at 400 County Center, Redwood, California 94603, Defendant DIXON DOLL, JR.
5 (“Mr. Doll”) will and hereby moves this Court for an Order:
6 1) Compelling Plaintiff SHORELINE VENTURE PARTNERS III, LP (“Shoreline”) to:
7 a. serve verified answers, without objection, to Mr. Doll’s Form Interrogatories
8 (Set One), served on June 30, 2023;
9 b. serve verified answers, without objection, to Mr. Doll’s Special Interrogatories
10 (Set One), served on August 31, 2023;
11 c. produce documents responsive to Mr. Doll’s Requests For Production of
12 Documents Nos. 12, 13, 19 and 20; and
13 d. specifically identify to which Document Request each produced document
14 responds;
15 2) Compelling Plaintiff SVP III LP CO-INVESTMENT FUND, LP (“SVP”) to:
16 a. serve verified answers, without objection, Mr. Doll’s Requests for Production
17 of Documents (Set One); served June 30, 2023;
18 b. produce documents responsive to Mr. Doll’s Requests For Production of
19 Documents No. 12, 13, 19 and 20; and
20 c. specifically identify to which Document Request each produced document
21 responds;
22 3) Compelling Plaintiff SUGARILLE INVESTMENT FUND LTD (“Sugarille”) to:
23 a. serve verified answers, without objection, to Mr. Doll’s Form Interrogatories
24 (Set One), served on June 30, 2023;
25 b. serve verified answers, without objection, to Mr. Doll’s Request for Production
26 of Documents (Set One), served June 30, 2023;
27 c. serve verified answers, without objection, to Mr. Doll’s Special Interrogatories
28 (Set One), served on August 31, 2023;
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1 d. produce documents responsive to Mr. Doll’s Requests For Production of
2 Documents No. 13 and 19; and
3 e. specifically identify to which Document Request each produced document
4 responds;
5 4) Compelling Plaintiff Albany Trading Company (“ATC”) to:
6 a. to conduct a reasonably diligent search and to produce documents responsive to
7 Mr. Doll’s Requests for Production (Set One), served August 31, 2023;
8 b. produce documents responsive to Mr. Doll’s Requests For Production of
9 Documents No. 12, 13, 19 and 20; and
10 c. specifically identify to which Document Request each produced document
11 responds;
12 5) Compelling Plaintiff Synapse Venture Capital, Inc. (“Synapse”) to:
13 a. produce documents responsive to Mr. Doll’s Requests For Production of
14 Documents No. 12, 13, 19 and 20; and
15 b. specifically identify to which Document Request each produced document
16 responds;
17 6) Compelling Plaintiff GRAHAM SEATON (“Seaton”) to:
18 a. serve verified answers, without objection, to Mr. Doll’s Form Interrogatories
19 (Set One), served on June 30, 2023;
20 b. serve verified answers, without objection, to Mr. Doll’s Request for Production
21 of Documents (Set One), served June 30, 2023
22 c. serve verified answers, without objection, to Mr. Doll’s Special Interrogatories
23 (Set One), served on August 31, 2023;
24 d. specifically identify to which Document Request each produced document
25 responds;
26 7) Compelling Plaintiff GERARD BYRNE (“Byrne”):
27 a. serve verified answers, without objection, to Mr. Doll’s Form Interrogatories
28 (Set One), served on June 30, 2023;
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1 b. serve verified answers, without objection, to Mr. Doll’s Special Interrogatories
2 (Set One), served on August 31, 2023;
3 c. to conduct a reasonably diligent search and to produce documents responsive to
4 Mr. Doll’s Requests for Production;
5 d. specifically identify to which Document Request each produced document
6 responds;
7 8) Compelling Plaintiff WILLIAM JUDE McGRATH (“McGrath”) to:
8 a. specifically identify to which Document Request each produced document
9 responds; and
10 9) Granting Doll monetary sanctions, including attorneys’ fees and costs incurred in
11 making and appearing on this Application in the sum of $46,550.48 against Plaintiffs,
12 to be paid within five (5) days of the hearing on this motion.
13 This motion is based on California Code of Civil Procedure §§ 2030.290, 2030.300,
14 2031.280, 2031.300, 2031.310, 2031.320, and 2023.010; California Rules of Court §§ 3.1201, et
15 seq.; this Notice of Motion and Motion; the concurrently filed Memorandum of Points and
16 Authorities; the concurrently filed Separate Statements; the concurrently filed Declaration of Stacy
17 Dasaro in support of this application; the records, pleadings, and documents on file in this action;
18 and such further and additional evidence and argument as may be presented at or before the time
19 of hearing on this Motion.
20
21 Respectfully submitted,
22 Dated: March 28, 2024 By: /s/ Jonathan A. Shapiro
JONATHAN A. SHAPIRO (SBN 257199)
23 JShapiro@goodwinlaw.com
HAYES P. HYDE (SBN 308031)
24 HHyde@goodwinlaw.com
HOWARD STEEL (admitted Pro Hac Vice)
25 HSteel@goodwinlaw.com
STACY DASARO (admitted Pro Hac Vice)
26 SDasaro@goodwinlaw.com
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27
Attorneys for Defendant
28 DIXON DOLL, JR.
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NOTICE OF MOTION AND MOTION TO COMPEL AND REQUEST FOR SANCTIONS
1 MEMORANDUM OF POINTS AND AUTHORITIES
2 I. INTRODUCTION
3 This motion arises out of Plaintiffs’ utter failure to sufficiently comply with the California
4 discovery rules—and importantly, orders from this Court—in a way that raises serious questions
5 as to Plaintiffs’ willingness or commitment to proceed with their dubious and unfounded claims
6 asserted in this litigation. Plaintiff has been in possession of defendant Dixon Doll’s (“Mr. Doll”)
7 form interrogatories and document requests since June 30, 2023; and special interrogatories since
8 August 31, 2023. Despite Plaintiffs’ agreement after an Informal Discovery Conference to “serve
9 verified, code compliant substantive responses,” without objections, to Mr. Doll’s Form
10 Interrogatories and Special Interrogatories “and to complete its document production” by February
11 5, 2024, Plaintiffs have still not fully complied with their discovery responsibilities. Plaintiffs’
12 counsel’s only excuse thus far for failing to respond to Defendant’s discovery requests is that
13 counsel has many clients who are not all located within the United States. In the year 2024, this
14 sort of excuse is simply unacceptable and begs the question as to whether Plaintiffs have any
15 interest in pursuing their own claims.
16 While Plaintiffs have served written responses to Mr. Doll’s form interrogatories, special
17 interrogatories, and requests for production, most of Plaintiffs’ written responses are unverified,
18 which “are tantamount to no response at all.” Appleton v. Superior Court, 206 Cal. App. 3d. 632,
19 636 (1988). Many of Plaintiffs’ interrogatory responses are woefully inadequate and not responsive
20 to the questions asked. Plaintiffs Shoreline Venture Partners II, LP (“Shoreline”), SVP III LP Co-
21 Investment Fund, LP (“SVP”), Albany Trading Corporation (“ATC”), Synapse Venture Capital,
22 Inc. (“Synapse”), and Sugarille Investment Fund LTD (“Sugarille”) have failed to produce
23 requested governance and organizational documents and financial information, despite explicitly
24 promising to do so in written responses to Mr. Doll’s requests. Finally, none of Plaintiffs’
25 document productions comply with California Code of Civil Procedure § 2031.280(a), which
26 requires the responding party to specifically identify “the request number to which the documents
27 respond.”
28
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1 Over the past eight months, Goodwin has extended professional courtesies and been patient
2 as Plaintiffs have dragged their feet and withheld information which Mr. Doll is rightfully entitled
3 under California law. It has become readily apparent that Plaintiffs’ discovery failures are either a
4 purely tactical move to prevent Doll from establishing his defenses to Plaintiffs’ baseless claims,
5 or Plaintiffs’ lack of desire to participate in litigation that they brought to this Court.
6 As such, Doll respectfully brings this motion to compel verified responses to its form
7 interrogatories and special interrogatories without objection; further responses to its form
8 interrogatories and special interrogatories without objection; production of documents responsive
9 to his document requests; compliance with California Code of Civil Procedure § 2031.280(a); and
10 for the payment of sanctions within five days of entry of an order granting this motion. Based on
11 the facts and arguments set forth herein, the Court should grant all of the relief requested.
12 II. FACTUAL BACKGROUND
13 A. Mr. Doll Serves Discovery Requests In The Summer Of 2023
14 In an effort to prepare his defense, on June 30, 2023, Mr. Doll, former DBM Chief Executive
15 Officer, served Form Interrogatories (Set One) upon Plaintiffs, by and through their attorneys of
16 record. See Exhibit A to Declaration of Stacy Dasaro in Support of Dixon Doll, Jr.’s Motion to
17 Compel Verified Responses and Further Responses To Form Interrogatories; Verified Responses
18 and Further Responses to Special Interrogatories; Verified Responses to Requests for Production
19 Of Documents; Document Production; Compliance With Cal. Code Civ. Proc. § 2031.280(A); And
20 Request For Sanctions (“Dasaro Decl.”). Also, on June 30, 2023, Mr. Doll served Requests for
21 Production of Documents (Set One) upon Plaintiffs, by and through their attorneys of record. See
22 Exhibit B to Dasaro Decl.
23 B. Plaintiffs Repeatedly Fail To Comply With Their Discovery
Obligations
24
25 On August 16, 2023, Mr. Doll’s counsel agreed to a 30-day extension of time for Plaintiffs
26 to respond to Mr. Doll’s Form Interrogatories. On August 29, 2023 and August 31, 2023, Plaintiffs’
27 counsel, Micah Jacobs and Philip Tencer, respectively requested an additional extension of time to
28
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1 respond to Mr. Doll’s Form Interrogatories. Thereafter, on September 6, 2023, Mr. Doll’s counsel
2 met and conferred with Plaintiffs’ counsel. See Exhibit C to Dasaro Decl.
3 Mr. Doll served Special Interrogatories (Set One) on Plaintiffs, by and through their
4 attorneys of record, on August 31, 2023. See Exhibit D to Dasaro Decl.
5 On September 15, 2023, Plaintiffs provided written responses to Mr. Doll’s Request for
6 Production of Documents, with each Plaintiff responding that it would “produce all non-privileged
7 documents responsive to” most of Mr. Doll’s requests. Plaintiffs’ responses did not attach any of
8 the requested documents. Moreover, the written responses from Sugarille and Graham Seaton
9 (“Seaton”) did not include signed verifications, and Synapse did not provide a signed verification
10 until February 5, 2024, nearly five months after Synapse provided written responses to Mr. Doll’s
11 Requests for Production of Documents.1 See Exhibit E to Dasaro Decl.
12 On September 26, 2023, counsel for Plaintiffs and Mr. Doll met and conferred regarding
13 the outstanding responses to Mr. Doll’s discovery requests. During the meet and confer, Mr. Doll’s
14 counsel extended yet another professional courtesy to Plaintiffs’ counsel by agreeing to a rolling
15 document production. However, Mr. Doll’s counsel made clear that counsel needed the requested
16 documents at least two weeks before the deposition of Mr. Peter Craddock—which was ultimately
17 scheduled for November 13, 2023.
18 On September 29, 2023, having received no verified answers to its Form Interrogatories,
19 Mr. Doll’s counsel wrote Plaintiffs’ counsel, Micah Jacobs and Philip Tencer, advising that
20 Plaintiffs’ answers to Form Interrogatories were overdue and requesting a status update. In the
21 same email, Mr. Doll’s counsel reminded Plaintiffs’ counsel that responses to Special
22 Interrogatories would soon be due on October 3, 2023. See Exhibit F to Dasaro Decl.
23 On October 3, 2023, Mr. Doll’s counsel wrote Plaintiffs’ counsel, Micah Jacobs and Philip
24 Tencer, requesting production of documents promised in Plaintiffs’ responses to Mr. Doll’s
25 Requests for Production of Documents, advising that Plaintiffs’ answers to Special Interrogatories
26 were due and requesting a status update. On October 5, 2023, having received no verified answers
27
28 1
Synapse’s verification is dated February 1, 2024, but was not provided to Mr. Doll’s counsel until
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1 to his Special Interrogatories nor documents responsive to Mr. Doll’s Request for Production of
2 Documents, Mr. Doll’s counsel wrote Plaintiffs’ counsel, again requesting document production
3 and a status update. On October 11, 2023, having received no verified answers to its Special
4 Interrogatories nor documents responsive to Mr. Doll’s Request for Production of Documents, Mr.
5 Doll’s counsel wrote Plaintiffs’ counsel, requesting production of documents and advising that
6 Plaintiffs’ answers to Special Interrogatories were overdue and requesting verified answers. See
7 Exhibit G to Dasaro Decl.
8 On October 12, 2023, Mr. Doll’s counsel wrote to Plaintiffs’ counsel, Philip Tencer,
9 informing counsel that Mr. Doll had yet to receive verified responses to Form or Special
10 Interrogatories or receive a single document in response to Mr. Doll’s Requests for Production of
11 Documents. Mr. Shapiro, counsel for Mr. Doll noted that, pursuant to California Code of Civil
12 Procedure § 2030.290, Plaintiffs’ failure to respond to Mr. Doll’s Form or Special Interrogatories
13 waived any objection Plaintiffs may have thereto. Mr. Shapiro advised counsel that if Mr. Doll did
14 not receive complete, code-compliant responses prior to Monday, October 16, 2023, Mr. Doll
15 would seek all available remedies from the Court, including sanctions. See Exhibit H to Dasaro
16 Decl. Plaintiffs’ counsel did not respond to Mr. Shapiro’s letter dated October 12, 2023. See
17 Dasaro Decl. at ¶ 11.
18 On October 18, 2023, Synapse served responses to Mr. Doll’s Form Interrogatories and
19 documents purportedly responsive to Mr. Doll’s Requests for Production of Documents. Synapse
20 failed to provide a response to Form Interrogatory 3.1. Moreover, Synapse’s document production,
21 Bates-numbered SYNAPSE0001-SYNAPSE0487, failed to identify the specific document requests
22 to which each document responds and did not include the requested organizational, governance,
23 and financial documentation. See Exhibit I to Dasaro Decl.
24 On October 26, 2023, Mr. Doll’s counsel requested an Informal Discovery Conference with
25 the Court. See Exhibit J to Dasaro Decl.
26
27
28
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1 C. Plaintiffs Shoreline & SVP Make A Seriously Inadequate Document
Production On The Eve Of Mr. Craddock’s Deposition
2
3 On November 10, 2023—the Friday before the Monday-scheduled deposition of Peter
4 Craddock—Shoreline and SVP sent documents purportedly in response to Mr. Doll’s Requests for
5 Production of Documents. The document production, Bates-numbered SHORELINE0001-
6 SHORELINE0213 failed to identify the specific document requests to which each document
7 responds, and did not include the requested organizational, governance, and financial
8 documentation.
9 On November 13, 2023, Mr. Doll’s counsel conducted a deposition of Peter Craddock, a
10 representative of Shoreline and SVP. Neither Shoreline nor SVP produced responses to Mr. Doll’s
11 Form or Special Interrogatories prior to the Cradock deposition. See Exhibit FF to Dasaro Decl
12 (“Craddock Dep.”).
13 At deposition, Mr. Craddock referenced a number of documents that are nowhere to be
14 found in the Shoreline or SVP document production, which begs the question of whether their
15 production is, in fact complete. For example, when asked how Mr. Craddock, on behalf of
16 Shoreline and SVP, conveyed a critical update to the limited partners, Mr. Craddock responded: “I
17 believe we sent them an e-mail.” Mr. Craddock also testified that prior to investing in DBM, his
18 firm conducted due diligence and would have shared that information with its limited partners,2
19 that his firm “got the business plan. We got whatever we asked for. Most of it was delivered,” 3
20 that information regarding Shoreline and SVP’s investment was passed along to their CPA,4 and
21 that the financial records of Shoreline and SVP would reflect information concerning DBM.5 Such
22 communications and documents would be responsive to Request Number 5, which seeks all
23 documents and communications relate to the promissory notes at issue in this litigation. But none
24 of that information was contained in the Shoreline / SVP production—which was produced on the
25 Friday night before a Monday deposition.
26
2
Craddock Dep. 84:1-10. See also id. 96 (confirming that due diligence on DBM would be reflected
27 in the diligence files that Shoreline maintains).
3
Id. 83.
4
28 Id. 270.
5
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1
D. In November 2023—Five Months After Having Been Served With
2 Discovery, Plaintiffs ATC and McGrath Provide Incomplete and
Inadequate Discovery Responses
3
4 On November 15, 2023, ATC served supplemental written responses to Mr. Doll’s Requests
5 for Production of Documents along with a document production. ATC’s supplemental written
6 responses contain no objections to Mr. Doll’s Requests for Production of Documents, yet ATC’s
7 document production does not include the requested organizational, governance and financial
8 documents. See Exhibit K to Dasaro Decl. Nor does ATC’s document production identify the
9 specific document requests to which each document responds. Moreover, while ATC’s
10 representative Axel Bilkstad verified the written responses and document production, most of the
11 email communications included in ATC’s production do not appear to have been sent to Mr.
12 Bilkstad, or to any representative or employee of ATC. Rather, it appears that documents that
13 belong to Plaintiff Synapse have been mixed into what has been represented as the production of
14 ATC’s documents. For example, document bearing bates number ATC0035 is an e-mail exchange
15 solely between representatives of DBM and a Wolney Betiol—whose e-mail address appears to be
16 an e-mail address associated with plaintiff Synapse. No other parties appear to be copied or blind
17 copied on such e-mail communication, which raises a serious question as to whether the documents
18 which purport to be a production by Plaintiff ATC are actually ATC’s documents.
19 On November 16, 2023, McGrath served supplemental written responses to Mr. Doll’s
20 Requests for Production of Documents along with a document production. The document
21 production, Bates-numbered McGrath00001-McGrath01006, fails to identify the specific
22 document requests to which each document responds. See Exhibit L to Dasaro Decl.
23 E. Even After Being Ordered By The Court To Deliver Code-Complaint
Discovery Responses, Plaintiffs Continue To Shirk Their Obligations
24
25 On January 18, 2024, the Court held an informal discovery conference to address Plaintiffs’
26 discovery deficiencies. At the conclusion of the conference, the Court ordered plaintiffs to “serve
27 verified, code compliant substantive responses to” Mr. Doll’s discovery requests, “and to complete
28 its document production by 2/5/24.” See Exhibit M to Dasaro Decl.
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1 On February 5, 2024, Plaintiffs’ counsel sent the following discovery responses:
2 a. Shoreline’s responses to Mr. Doll’s Form Interrogatories, without signed
3 verification. See Exhibit N to Dasaro Decl.
4 b. Shoreline’s responses to Mr. Doll’s Special Interrogatories, without signed
5 verification . See Exhibit O to Dasaro Decl.
6 c. Shoreline’s supplemental written responses to Mr. Doll’s Requests for Production
7 of Documents, without signed verification. Shoreline’s supplemental written
8 responses to Mr. Doll’s Requests for Production of Documents contain no
9 objections. See Exhibit P to Dasaro Decl. To date, Shoreline has not produced
10 documents responsive to Mr. Doll’s Requests for Production of Documents Nos. 12,
11 13, 19, or 20, nor has it specifically identified to which of Mr. Doll’s requests each
12 document responds.
13 d. SVP’s supplemental written responses to Mr. Doll’s Requests for Production of
14 Documents, without signed verification. SVP’s supplemental written responses to
15 Mr. Doll’s Requests for Production of Documents contain no objections. See
16 Exhibit Q to Dasaro Decl. To date, SVP has not produced documents responsive
17 to Mr. Doll’s Requests for Production of Documents Nos. 12, 13, 19, or 20, nor has
18 it specifically identified to which of Mr. Doll’s requests each document responds.
19 e. Synapse’s supplemental production of documents responsive to Mr. Doll’s Request
20 for Production of Documents, Bates-numbered SYNAPSE0001-SYNAPSE0723,
21 and Synapse’s verification for its written responses served October 18, 2023. To
22 date, Synapse not produced documents responsive to Mr. Doll’s Requests for
23 Production of Documents Nos. 12, 13, 19, or 20, nor has it specifically identified to
24 which of Mr. Doll’s requests each document responds.
25 f. Sugarille’s responses to Mr. Doll’s Form Interrogatories, without signed
26 verification. See Exhibit R to Dasaro Decl.
27 g. Sugarille’s responses to Mr. Doll’s Special Interrogatories, without signed
28 verification. See Exhibit S to Dasaro Decl.
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1 h. Sugarille’s supplemental written responses to Mr. Doll’s Requests for Production of
2 Documents, without signed verification, along with a document production, Bates-
3 numbered SUGARILLE0001-SUGARILLE0170. Sugarille’s supplemental written
4 responses to Mr. Doll’s Requests for Production of Documents contain no
5 objections. See Exhibit T to Dasaro Decl. To date, Sugarille has not produced
6 documents responsive to Mr. Doll’s Requests for Production of Documents Nos. 13
7 and 19, nor has it specifically identified to which of Mr. Doll’s requests each
8 document responds.
9 i. Seaton’s responses to Mr. Doll’s Form Interrogatories, without signed verification.
10 See Exhibit U to Dasaro Decl.
11 j. Seaton’s responses to Mr. Doll’s Special Interrogatories, without signed
12 verification. See Exhibit V to Dasaro Decl.
13 k. Seaton’s supplemental written responses to Mr. Doll’s Requests for Production of
14 Documents, without signed verification, along with a document production, Bates-
15 numbered SEATON0001-SEATON0222. Seaton has not identified to which of Mr.
16 Doll’s requests each document responds. See Exhibit W to Dasaro Decl.
17 l. Byrne’s responses to Mr. Doll’s Form Interrogatories, without signed verification.
18 See Exhibit X to Dasaro Decl.
19 m. Byrne’s responses to Mr. Doll’s Special Interrogatories, without signed verification.
20 See Exhibit Y to Dasaro Decl.
21 n. Byrne’s supplemental written responses to Mr. Doll’s Requests for Production of
22 Documents, without verification, along with a document production, Bates-
23 numbered BYRNE0001-BYRNE0398. Most of the email communications included
24 in Byrne’s document production do not appear to have been sent to Byrne, and
25 Byrne does not identify to which of Mr. Doll’s requests each document responds.
26 See Exhibit Z to Dasaro Decl.
27 o. ATC’s responses to Mr. Doll’s Form Interrogatories. A true and correct copy of
28 these responses is attached hereto as Exhibit AA.
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1 p. ATC’s responses to Mr. Doll’s Special Interrogatories. A true and correct copy of
2 these responses is attached hereto as Exhibit BB.
3 On February 9, 2024, Mr. Doll’s counsel emailed Plaintiffs’ counsel with a request to meet
4 and confer regarding Plaintiffs’ continued discovery deficiencies. In the email, Mr. Doll’s counsel
5 specifically noted questions regarding Plaintiffs’ document production. See Exhibit CC to Dasaro
6 Decl.
7 On February 13, 2024, Mr. Doll’s counsel met and conferred with Plaintiffs’ counsel, Micah
8 Jacobs. Plaintiffs’ counsel, Philip Tencer did not attend the meeting. At the meeting, Mr. Doll’s
9 counsel asked Mr. Jacobs questions regarding Plaintiffs’ document production, which had been
10 previewed for Plaintiffs’ counsel in advance of the meeting. Mr. Jacobs could not answer any of
11 the questions, and indicated that Mr. Tencer—who did not attend the meet and confer—was
12 responsible for the document productions.
13 On February 16, 2024, Mr. Jacobs emailed Mr. Doll’s counsel, stating that he had not
14 conferred with his co-counsel regarding the questions pertaining to Plaintiffs’ document
15 production. See Exhibit DD to Dasaro Decl.
16 On February 22, 2024, Mr. Doll’s counsel emailed Plaintiffs’ counsel to again request
17 Plaintiffs’ deficient discovery responses. Mr. Tencer responded, stating that he would reach out to
18 his clients with regards to the outstanding information, and would “do [his] best to find out by the
19 EOD Monday [February 26, 2024] and produce omitted items next week.” Mr. Tencer again raised
20 the defense that Plaintiffs’ deficiencies were attributable to the fact that many of Plaintiffs “are
21 overseas.” See Exhibit EE to Dasaro Decl.
22 To date, Mr. Doll’s counsel has yet to receive verified responses from most of the Plaintiffs
23 to any of Mr. Doll’s discovery requests. Even though the interrogatory responses received purport
24 to be responses to Mr. Doll’s questions, many of the responses are nothing of the sort. Rather they
25 are a meager attempt to continue baseless litigation that Plaintiffs lack any factual basis for
26 initiating. Moreover, none of the document productions specifically identify to which of Mr. Doll’s
27 requests they respond, and many of the document productions are incomplete.
28
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1 III. THE COURT SHOULD COMPEL PLAINTIFFS TO SERVE VERIFIED RESPONSES TO
INTERROGATORIES AND VERIFIED WRITTEN RESPONSES TO REQUESTS FOR
2 PRODUCTION WITHOUT OBJECTION
3 Answers to interrogatories are due within thirty (30) days of service. Cal. Code Civ. Proc.
4 § 2030.260(a). A party who fails to timely respond to interrogatories within the statutory time
5 frame waives most objections to interrogatories, including claims of privilege and work product
6 protection. Cal. Code Civ. Proc. § 2030.290(a); Leach v. Superior Court, 111 Cal. App. 3d
7 902,905-06 (1980). The party responding to written interrogatories is “directed to sign the response
8 under oath unless the response contains only objections.” Cal. Code Civ. Proc. § 2030.250(a).
9 Responses to requests for production are due thirty (30) days after service of the demand.
10 Cal. Code Civ. Proc. § 2031.260(a). Documents responsive to requests for production “shall be
11 produced on the date specified in the demand.” Cal. Code Civ. Proc. § 2031.280(b). As with
12 responses to interrogatories, the responding party must “sign [its] response under oath unless the
13 response contains only objections.” Cal. Code Civ. Proc. § 2031.250(a).
14 California Courts have held that unverified discovery responses “are tantamount to no
15 response at all.” Appleton, 206 Cal. App. 3d. at 636.
16 In the event that a party fails to timely respond to propounded interrogatories, the
17 propounding party may seek an order from the court compelling answers to such interrogatories.
18 Cal. Code Civ. Proc. § 2030.290(b). The moving party in a request to compel discovery responses
19 must demonstrate that interrogatories were properly served, the time to respond has lapsed, and no
20 response was served prior to the expiration of the statutory time limit. Leach v. Superior Court at
21 905-06. Further, having received no response during the statutory time limit, the moving party is
22 not required to resolve the discovery dispute informally. Id., at 906.
23 Similarly, where a party fails to timely respond to propounded requests for production of
24 documents, the propounding party may seek an order compelling response to the request. Cal.
25 Code Civ. Proc. § 2031.300(b). The party failing to timely respond “waives any objection to the
26 demand, including one based on privilege or on the protection for work product.” Cal Code Civ.
27 Proc. § 2031.300(a).
28
GOODWIN PROCTER LLP
ATTORNEYS AT LAW
10
NOTICE OF MOTION AND MOTION TO COMPEL AND REQUEST FOR SANCTIONS
1 Here, Mr. Doll served Form Interrogatories upon Plaintiffs, by and through their attorneys,
2 on June 30, 2023. See Exhibit A to Dasaro Decl. More than thirty days have passed since the
3 service date, and more than thirty days have passed since the agreed-upon extension of August 30,
4 2023 to provide responses. Following an informal discovery conference with Commissioner Mau,
5 Plaintiffs were given until February 5, 2024, “to serve verified, code compliant substantive
6 responses” to Mr. Doll’s Form and Special Interrogatories. See Exhibit M to Dasaro Decl. To
7 date, Plaintiffs Shoreline, Sugarille, Seaton, and Byrne have failed to serve verified responses to
8 Mr. Doll’s Form Interrogatories.
9 Mr. Doll served Requests for Production of Documents upon Plaintiffs, by and through their
10 attorneys, also on June 30, 2023. See Exhibit B to Dasaro Decl. More than thirty days have passed
11 since the service date, and more than six weeks have passed since the deadline imposed by
12 Commissioner Mau. To date, Plaintiffs Sugarille and Seaton have served no verifications for their
13 written responses to Mr. Doll’s Requests for Production of Documents sent on September 15, 2023.
14 Synapse did not verify its September 15, 2023 responses until February 5, 2024. Neither Plaintiffs
15 Shoreline, SVP, Sugarille, Seaton, nor Byrne have served verifications for their written responses
16 to Mr. Doll’s Requests for Production of Documents sent on February 5, 2024.
17 Mr. Doll served Special Interrogatories upon Plaintiffs, by and through their attorneys, on
18 August 31, 2023. See Exhibit D to Dasaro Decl. More than thirty days have passed since the
19 service date and more than six weeks have passed since the deadline imposed by Commissioner
20 Mau. To date, Plaintiffs Shoreline, Sugarille, Seaton, and Byrne have failed to serve verified
21 responses Mr. Doll’s Special Interrogatories.
22 For these reasons, the Court should grant Mr. Doll’s request to compel verified responses
23 to the Form Interrogatories, Requests for Production, and Special Interrogatories without objections
24 within five days of entry of an order granting this application.
25 IV. THE COURT SHOULD COMPEL PLAINTIFFS TO SERVE RESPONSES AND/OR FURTHER
RESPONSES TO INTERROGATORIES WITHOUT OBJECTION
26
27 “Upon receipt of a re
Preview
1 JONATHAN A. SHAPIRO (SBN 257199) JShapiro@goodwinlaw.com 2 HAYES P. HYDE (SBN 308031) HHyde@goodwinlaw.com 3 GOODWIN PROCTER LLP Three Embarcadero Center, Suite 2800 4 San Francisco, CA 94111 Tel.: +1 415 733 6000 5 Fax: +1 415 677 9041 6 HOWARD STEEL (admitted Pro Hac Vice) HSteel@goodwinlaw.com 7 STACY DASARO (admitted Pro Hac Vice) SDasaro@goodwinlaw.com 8 GOODWIN PROCTER LLP The New York Times Building 9 620 Eighth Avenue New York, New York 10018-1405 10 Tel.: +212 813 8800 Fax: +212 355 3333 11 Attorneys for Defendant 12 DIXON DOLL, JR. 13 SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN MATEO 14 CENTRAL COURT 15 SHORELINE VENTURE PARTNERS III, Case No. 22-CIV-02948 LP, a California limited liability company; 16 NOTICE OF MOTION AND MOTION TO SVP III LP CO-INVESTMENT FUND, LP, a COMPEL VERIFIED RESPONSES AND California limited liability company; 17 FURTHER RESPONSES TO FORM ALBANY TRADING CORPORATION, a INTERROGATORIES; VERIFIED Bahamas corporation; SYNAPSE VENTURE 18 RESPONSES AND FURTHER RESPONSES CAPITAL, INC., a British Virgin Island, TO SPECIAL INTERROGATORIES; corporation; SUGARILLE INVESTMENT 19 VERIFIED RESPONSES TO REQUESTS FUND LTD, a Bahamas entity; WILLIAM FOR PRODUCTION OF DOCUMENTS; JUDE McGRATH, an individual; GRAHAM 20 DOCUMENT PRODUCTION; SEATON, an individual; and GERARD COMPLIANCE WITH CAL. CODE CIV. BYRNE, an individual, 21 PROC. § 2031.280(a); AND REQUEST FOR SANCTIONS Plaintiffs, 22 Date: May 23, 2024 v. Time: 2:00 PM 23 Dept: 3 DBM CLOUD SYSTEMS, INC., a Delaware Judge: Hon. Susan L. Greenberg 24 corporation; NASUNI CORPORATION, a 400 County Center Delaware corporation; DIXON DOLL, JR., an Redwood City, CA 94063 25 individual and DOES 1 through 50, inclusive, Filed/Lodged Concurrently with: 26 Defendants. 1. Memo of Points & Authorities; 27 2. Separate Statements 3. Declaration of Stacy Dasaro; 28 4. Proposed Order GOODWIN PROCTER LLP ATTORNEYS AT LAW NOTICE OF MOTION AND MOTION TO COMPEL AND REQUEST FOR SANCTIONS 1 TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD: 2 PLEASE TAKE NOTICE that on May 23, 2024 at 2:00 p.m. or as soon thereafter as the 3 matter may be heard, in Department 3 of the Superior Court of California for the County of San 4 Mateo, located at 400 County Center, Redwood, California 94603, Defendant DIXON DOLL, JR. 5 (“Mr. Doll”) will and hereby moves this Court for an Order: 6 1) Compelling Plaintiff SHORELINE VENTURE PARTNERS III, LP (“Shoreline”) to: 7 a. serve verified answers, without objection, to Mr. Doll’s Form Interrogatories 8 (Set One), served on June 30, 2023; 9 b. serve verified answers, without objection, to Mr. Doll’s Special Interrogatories 10 (Set One), served on August 31, 2023; 11 c. produce documents responsive to Mr. Doll’s Requests For Production of 12 Documents Nos. 12, 13, 19 and 20; and 13 d. specifically identify to which Document Request each produced document 14 responds; 15 2) Compelling Plaintiff SVP III LP CO-INVESTMENT FUND, LP (“SVP”) to: 16 a. serve verified answers, without objection, Mr. Doll’s Requests for Production 17 of Documents (Set One); served June 30, 2023; 18 b. produce documents responsive to Mr. Doll’s Requests For Production of 19 Documents No. 12, 13, 19 and 20; and 20 c. specifically identify to which Document Request each produced document 21 responds; 22 3) Compelling Plaintiff SUGARILLE INVESTMENT FUND LTD (“Sugarille”) to: 23 a. serve verified answers, without objection, to Mr. Doll’s Form Interrogatories 24 (Set One), served on June 30, 2023; 25 b. serve verified answers, without objection, to Mr. Doll’s Request for Production 26 of Documents (Set One), served June 30, 2023; 27 c. serve verified answers, without objection, to Mr. Doll’s Special Interrogatories 28 (Set One), served on August 31, 2023; GOODWIN PROCTER LLP ATTORNEYS AT LAW 2 NOTICE OF MOTION AND MOTION TO COMPEL AND REQUEST FOR SANCTIONS 1 d. produce documents responsive to Mr. Doll’s Requests For Production of 2 Documents No. 13 and 19; and 3 e. specifically identify to which Document Request each produced document 4 responds; 5 4) Compelling Plaintiff Albany Trading Company (“ATC”) to: 6 a. to conduct a reasonably diligent search and to produce documents responsive to 7 Mr. Doll’s Requests for Production (Set One), served August 31, 2023; 8 b. produce documents responsive to Mr. Doll’s Requests For Production of 9 Documents No. 12, 13, 19 and 20; and 10 c. specifically identify to which Document Request each produced document 11 responds; 12 5) Compelling Plaintiff Synapse Venture Capital, Inc. (“Synapse”) to: 13 a. produce documents responsive to Mr. Doll’s Requests For Production of 14 Documents No. 12, 13, 19 and 20; and 15 b. specifically identify to which Document Request each produced document 16 responds; 17 6) Compelling Plaintiff GRAHAM SEATON (“Seaton”) to: 18 a. serve verified answers, without objection, to Mr. Doll’s Form Interrogatories 19 (Set One), served on June 30, 2023; 20 b. serve verified answers, without objection, to Mr. Doll’s Request for Production 21 of Documents (Set One), served June 30, 2023 22 c. serve verified answers, without objection, to Mr. Doll’s Special Interrogatories 23 (Set One), served on August 31, 2023; 24 d. specifically identify to which Document Request each produced document 25 responds; 26 7) Compelling Plaintiff GERARD BYRNE (“Byrne”): 27 a. serve verified answers, without objection, to Mr. Doll’s Form Interrogatories 28 (Set One), served on June 30, 2023; GOODWIN PROCTER LLP ATTORNEYS AT LAW 3 NOTICE OF MOTION AND MOTION TO COMPEL AND REQUEST FOR SANCTIONS 1 b. serve verified answers, without objection, to Mr. Doll’s Special Interrogatories 2 (Set One), served on August 31, 2023; 3 c. to conduct a reasonably diligent search and to produce documents responsive to 4 Mr. Doll’s Requests for Production; 5 d. specifically identify to which Document Request each produced document 6 responds; 7 8) Compelling Plaintiff WILLIAM JUDE McGRATH (“McGrath”) to: 8 a. specifically identify to which Document Request each produced document 9 responds; and 10 9) Granting Doll monetary sanctions, including attorneys’ fees and costs incurred in 11 making and appearing on this Application in the sum of $46,550.48 against Plaintiffs, 12 to be paid within five (5) days of the hearing on this motion. 13 This motion is based on California Code of Civil Procedure §§ 2030.290, 2030.300, 14 2031.280, 2031.300, 2031.310, 2031.320, and 2023.010; California Rules of Court §§ 3.1201, et 15 seq.; this Notice of Motion and Motion; the concurrently filed Memorandum of Points and 16 Authorities; the concurrently filed Separate Statements; the concurrently filed Declaration of Stacy 17 Dasaro in support of this application; the records, pleadings, and documents on file in this action; 18 and such further and additional evidence and argument as may be presented at or before the time 19 of hearing on this Motion. 20 21 Respectfully submitted, 22 Dated: March 28, 2024 By: /s/ Jonathan A. Shapiro JONATHAN A. SHAPIRO (SBN 257199) 23 JShapiro@goodwinlaw.com HAYES P. HYDE (SBN 308031) 24 HHyde@goodwinlaw.com HOWARD STEEL (admitted Pro Hac Vice) 25 HSteel@goodwinlaw.com STACY DASARO (admitted Pro Hac Vice) 26 SDasaro@goodwinlaw.com GOODWIN PROCTER LLP 27 Attorneys for Defendant 28 DIXON DOLL, JR. GOODWIN PROCTER LLP ATTORNEYS AT LAW 4 NOTICE OF MOTION AND MOTION TO COMPEL AND REQUEST FOR SANCTIONS 1 MEMORANDUM OF POINTS AND AUTHORITIES 2 I. INTRODUCTION 3 This motion arises out of Plaintiffs’ utter failure to sufficiently comply with the California 4 discovery rules—and importantly, orders from this Court—in a way that raises serious questions 5 as to Plaintiffs’ willingness or commitment to proceed with their dubious and unfounded claims 6 asserted in this litigation. Plaintiff has been in possession of defendant Dixon Doll’s (“Mr. Doll”) 7 form interrogatories and document requests since June 30, 2023; and special interrogatories since 8 August 31, 2023. Despite Plaintiffs’ agreement after an Informal Discovery Conference to “serve 9 verified, code compliant substantive responses,” without objections, to Mr. Doll’s Form 10 Interrogatories and Special Interrogatories “and to complete its document production” by February 11 5, 2024, Plaintiffs have still not fully complied with their discovery responsibilities. Plaintiffs’ 12 counsel’s only excuse thus far for failing to respond to Defendant’s discovery requests is that 13 counsel has many clients who are not all located within the United States. In the year 2024, this 14 sort of excuse is simply unacceptable and begs the question as to whether Plaintiffs have any 15 interest in pursuing their own claims. 16 While Plaintiffs have served written responses to Mr. Doll’s form interrogatories, special 17 interrogatories, and requests for production, most of Plaintiffs’ written responses are unverified, 18 which “are tantamount to no response at all.” Appleton v. Superior Court, 206 Cal. App. 3d. 632, 19 636 (1988). Many of Plaintiffs’ interrogatory responses are woefully inadequate and not responsive 20 to the questions asked. Plaintiffs Shoreline Venture Partners II, LP (“Shoreline”), SVP III LP Co- 21 Investment Fund, LP (“SVP”), Albany Trading Corporation (“ATC”), Synapse Venture Capital, 22 Inc. (“Synapse”), and Sugarille Investment Fund LTD (“Sugarille”) have failed to produce 23 requested governance and organizational documents and financial information, despite explicitly 24 promising to do so in written responses to Mr. Doll’s requests. Finally, none of Plaintiffs’ 25 document productions comply with California Code of Civil Procedure § 2031.280(a), which 26 requires the responding party to specifically identify “the request number to which the documents 27 respond.” 28 GOODWIN PROCTER LLP ATTORNEYS AT LAW NOTICE OF MOTION AND MOTION TO COMPEL AND REQUEST FOR SANCTIONS 1 Over the past eight months, Goodwin has extended professional courtesies and been patient 2 as Plaintiffs have dragged their feet and withheld information which Mr. Doll is rightfully entitled 3 under California law. It has become readily apparent that Plaintiffs’ discovery failures are either a 4 purely tactical move to prevent Doll from establishing his defenses to Plaintiffs’ baseless claims, 5 or Plaintiffs’ lack of desire to participate in litigation that they brought to this Court. 6 As such, Doll respectfully brings this motion to compel verified responses to its form 7 interrogatories and special interrogatories without objection; further responses to its form 8 interrogatories and special interrogatories without objection; production of documents responsive 9 to his document requests; compliance with California Code of Civil Procedure § 2031.280(a); and 10 for the payment of sanctions within five days of entry of an order granting this motion. Based on 11 the facts and arguments set forth herein, the Court should grant all of the relief requested. 12 II. FACTUAL BACKGROUND 13 A. Mr. Doll Serves Discovery Requests In The Summer Of 2023 14 In an effort to prepare his defense, on June 30, 2023, Mr. Doll, former DBM Chief Executive 15 Officer, served Form Interrogatories (Set One) upon Plaintiffs, by and through their attorneys of 16 record. See Exhibit A to Declaration of Stacy Dasaro in Support of Dixon Doll, Jr.’s Motion to 17 Compel Verified Responses and Further Responses To Form Interrogatories; Verified Responses 18 and Further Responses to Special Interrogatories; Verified Responses to Requests for Production 19 Of Documents; Document Production; Compliance With Cal. Code Civ. Proc. § 2031.280(A); And 20 Request For Sanctions (“Dasaro Decl.”). Also, on June 30, 2023, Mr. Doll served Requests for 21 Production of Documents (Set One) upon Plaintiffs, by and through their attorneys of record. See 22 Exhibit B to Dasaro Decl. 23 B. Plaintiffs Repeatedly Fail To Comply With Their Discovery Obligations 24 25 On August 16, 2023, Mr. Doll’s counsel agreed to a 30-day extension of time for Plaintiffs 26 to respond to Mr. Doll’s Form Interrogatories. On August 29, 2023 and August 31, 2023, Plaintiffs’ 27 counsel, Micah Jacobs and Philip Tencer, respectively requested an additional extension of time to 28 GOODWIN PROCTER LLP ATTORNEYS AT LAW 2 NOTICE OF MOTION AND MOTION TO COMPEL AND REQUEST FOR SANCTIONS 1 respond to Mr. Doll’s Form Interrogatories. Thereafter, on September 6, 2023, Mr. Doll’s counsel 2 met and conferred with Plaintiffs’ counsel. See Exhibit C to Dasaro Decl. 3 Mr. Doll served Special Interrogatories (Set One) on Plaintiffs, by and through their 4 attorneys of record, on August 31, 2023. See Exhibit D to Dasaro Decl. 5 On September 15, 2023, Plaintiffs provided written responses to Mr. Doll’s Request for 6 Production of Documents, with each Plaintiff responding that it would “produce all non-privileged 7 documents responsive to” most of Mr. Doll’s requests. Plaintiffs’ responses did not attach any of 8 the requested documents. Moreover, the written responses from Sugarille and Graham Seaton 9 (“Seaton”) did not include signed verifications, and Synapse did not provide a signed verification 10 until February 5, 2024, nearly five months after Synapse provided written responses to Mr. Doll’s 11 Requests for Production of Documents.1 See Exhibit E to Dasaro Decl. 12 On September 26, 2023, counsel for Plaintiffs and Mr. Doll met and conferred regarding 13 the outstanding responses to Mr. Doll’s discovery requests. During the meet and confer, Mr. Doll’s 14 counsel extended yet another professional courtesy to Plaintiffs’ counsel by agreeing to a rolling 15 document production. However, Mr. Doll’s counsel made clear that counsel needed the requested 16 documents at least two weeks before the deposition of Mr. Peter Craddock—which was ultimately 17 scheduled for November 13, 2023. 18 On September 29, 2023, having received no verified answers to its Form Interrogatories, 19 Mr. Doll’s counsel wrote Plaintiffs’ counsel, Micah Jacobs and Philip Tencer, advising that 20 Plaintiffs’ answers to Form Interrogatories were overdue and requesting a status update. In the 21 same email, Mr. Doll’s counsel reminded Plaintiffs’ counsel that responses to Special 22 Interrogatories would soon be due on October 3, 2023. See Exhibit F to Dasaro Decl. 23 On October 3, 2023, Mr. Doll’s counsel wrote Plaintiffs’ counsel, Micah Jacobs and Philip 24 Tencer, requesting production of documents promised in Plaintiffs’ responses to Mr. Doll’s 25 Requests for Production of Documents, advising that Plaintiffs’ answers to Special Interrogatories 26 were due and requesting a status update. On October 5, 2023, having received no verified answers 27 28 1 Synapse’s verification is dated February 1, 2024, but was not provided to Mr. Doll’s counsel until GOODWIN PROCTER LLP February 5, 2024. ATTORNEYS AT LAW 3 NOTICE OF MOTION AND MOTION TO COMPEL AND REQUEST FOR SANCTIONS 1 to his Special Interrogatories nor documents responsive to Mr. Doll’s Request for Production of 2 Documents, Mr. Doll’s counsel wrote Plaintiffs’ counsel, again requesting document production 3 and a status update. On October 11, 2023, having received no verified answers to its Special 4 Interrogatories nor documents responsive to Mr. Doll’s Request for Production of Documents, Mr. 5 Doll’s counsel wrote Plaintiffs’ counsel, requesting production of documents and advising that 6 Plaintiffs’ answers to Special Interrogatories were overdue and requesting verified answers. See 7 Exhibit G to Dasaro Decl. 8 On October 12, 2023, Mr. Doll’s counsel wrote to Plaintiffs’ counsel, Philip Tencer, 9 informing counsel that Mr. Doll had yet to receive verified responses to Form or Special 10 Interrogatories or receive a single document in response to Mr. Doll’s Requests for Production of 11 Documents. Mr. Shapiro, counsel for Mr. Doll noted that, pursuant to California Code of Civil 12 Procedure § 2030.290, Plaintiffs’ failure to respond to Mr. Doll’s Form or Special Interrogatories 13 waived any objection Plaintiffs may have thereto. Mr. Shapiro advised counsel that if Mr. Doll did 14 not receive complete, code-compliant responses prior to Monday, October 16, 2023, Mr. Doll 15 would seek all available remedies from the Court, including sanctions. See Exhibit H to Dasaro 16 Decl. Plaintiffs’ counsel did not respond to Mr. Shapiro’s letter dated October 12, 2023. See 17 Dasaro Decl. at ¶ 11. 18 On October 18, 2023, Synapse served responses to Mr. Doll’s Form Interrogatories and 19 documents purportedly responsive to Mr. Doll’s Requests for Production of Documents. Synapse 20 failed to provide a response to Form Interrogatory 3.1. Moreover, Synapse’s document production, 21 Bates-numbered SYNAPSE0001-SYNAPSE0487, failed to identify the specific document requests 22 to which each document responds and did not include the requested organizational, governance, 23 and financial documentation. See Exhibit I to Dasaro Decl. 24 On October 26, 2023, Mr. Doll’s counsel requested an Informal Discovery Conference with 25 the Court. See Exhibit J to Dasaro Decl. 26 27 28 GOODWIN PROCTER LLP ATTORNEYS AT LAW 4 NOTICE OF MOTION AND MOTION TO COMPEL AND REQUEST FOR SANCTIONS 1 C. Plaintiffs Shoreline & SVP Make A Seriously Inadequate Document Production On The Eve Of Mr. Craddock’s Deposition 2 3 On November 10, 2023—the Friday before the Monday-scheduled deposition of Peter 4 Craddock—Shoreline and SVP sent documents purportedly in response to Mr. Doll’s Requests for 5 Production of Documents. The document production, Bates-numbered SHORELINE0001- 6 SHORELINE0213 failed to identify the specific document requests to which each document 7 responds, and did not include the requested organizational, governance, and financial 8 documentation. 9 On November 13, 2023, Mr. Doll’s counsel conducted a deposition of Peter Craddock, a 10 representative of Shoreline and SVP. Neither Shoreline nor SVP produced responses to Mr. Doll’s 11 Form or Special Interrogatories prior to the Cradock deposition. See Exhibit FF to Dasaro Decl 12 (“Craddock Dep.”). 13 At deposition, Mr. Craddock referenced a number of documents that are nowhere to be 14 found in the Shoreline or SVP document production, which begs the question of whether their 15 production is, in fact complete. For example, when asked how Mr. Craddock, on behalf of 16 Shoreline and SVP, conveyed a critical update to the limited partners, Mr. Craddock responded: “I 17 believe we sent them an e-mail.” Mr. Craddock also testified that prior to investing in DBM, his 18 firm conducted due diligence and would have shared that information with its limited partners,2 19 that his firm “got the business plan. We got whatever we asked for. Most of it was delivered,” 3 20 that information regarding Shoreline and SVP’s investment was passed along to their CPA,4 and 21 that the financial records of Shoreline and SVP would reflect information concerning DBM.5 Such 22 communications and documents would be responsive to Request Number 5, which seeks all 23 documents and communications relate to the promissory notes at issue in this litigation. But none 24 of that information was contained in the Shoreline / SVP production—which was produced on the 25 Friday night before a Monday deposition. 26 2 Craddock Dep. 84:1-10. See also id. 96 (confirming that due diligence on DBM would be reflected 27 in the diligence files that Shoreline maintains). 3 Id. 83. 4 28 Id. 270. 5 GOODWIN PROCTER LLP Id. 97-103. ATTORNEYS AT LAW 5 NOTICE OF MOTION AND MOTION TO COMPEL AND REQUEST FOR SANCTIONS 1 D. In November 2023—Five Months After Having Been Served With 2 Discovery, Plaintiffs ATC and McGrath Provide Incomplete and Inadequate Discovery Responses 3 4 On November 15, 2023, ATC served supplemental written responses to Mr. Doll’s Requests 5 for Production of Documents along with a document production. ATC’s supplemental written 6 responses contain no objections to Mr. Doll’s Requests for Production of Documents, yet ATC’s 7 document production does not include the requested organizational, governance and financial 8 documents. See Exhibit K to Dasaro Decl. Nor does ATC’s document production identify the 9 specific document requests to which each document responds. Moreover, while ATC’s 10 representative Axel Bilkstad verified the written responses and document production, most of the 11 email communications included in ATC’s production do not appear to have been sent to Mr. 12 Bilkstad, or to any representative or employee of ATC. Rather, it appears that documents that 13 belong to Plaintiff Synapse have been mixed into what has been represented as the production of 14 ATC’s documents. For example, document bearing bates number ATC0035 is an e-mail exchange 15 solely between representatives of DBM and a Wolney Betiol—whose e-mail address appears to be 16 an e-mail address associated with plaintiff Synapse. No other parties appear to be copied or blind 17 copied on such e-mail communication, which raises a serious question as to whether the documents 18 which purport to be a production by Plaintiff ATC are actually ATC’s documents. 19 On November 16, 2023, McGrath served supplemental written responses to Mr. Doll’s 20 Requests for Production of Documents along with a document production. The document 21 production, Bates-numbered McGrath00001-McGrath01006, fails to identify the specific 22 document requests to which each document responds. See Exhibit L to Dasaro Decl. 23 E. Even After Being Ordered By The Court To Deliver Code-Complaint Discovery Responses, Plaintiffs Continue To Shirk Their Obligations 24 25 On January 18, 2024, the Court held an informal discovery conference to address Plaintiffs’ 26 discovery deficiencies. At the conclusion of the conference, the Court ordered plaintiffs to “serve 27 verified, code compliant substantive responses to” Mr. Doll’s discovery requests, “and to complete 28 its document production by 2/5/24.” See Exhibit M to Dasaro Decl. GOODWIN PROCTER LLP ATTORNEYS AT LAW 6 NOTICE OF MOTION AND MOTION TO COMPEL AND REQUEST FOR SANCTIONS 1 On February 5, 2024, Plaintiffs’ counsel sent the following discovery responses: 2 a. Shoreline’s responses to Mr. Doll’s Form Interrogatories, without signed 3 verification. See Exhibit N to Dasaro Decl. 4 b. Shoreline’s responses to Mr. Doll’s Special Interrogatories, without signed 5 verification . See Exhibit O to Dasaro Decl. 6 c. Shoreline’s supplemental written responses to Mr. Doll’s Requests for Production 7 of Documents, without signed verification. Shoreline’s supplemental written 8 responses to Mr. Doll’s Requests for Production of Documents contain no 9 objections. See Exhibit P to Dasaro Decl. To date, Shoreline has not produced 10 documents responsive to Mr. Doll’s Requests for Production of Documents Nos. 12, 11 13, 19, or 20, nor has it specifically identified to which of Mr. Doll’s requests each 12 document responds. 13 d. SVP’s supplemental written responses to Mr. Doll’s Requests for Production of 14 Documents, without signed verification. SVP’s supplemental written responses to 15 Mr. Doll’s Requests for Production of Documents contain no objections. See 16 Exhibit Q to Dasaro Decl. To date, SVP has not produced documents responsive 17 to Mr. Doll’s Requests for Production of Documents Nos. 12, 13, 19, or 20, nor has 18 it specifically identified to which of Mr. Doll’s requests each document responds. 19 e. Synapse’s supplemental production of documents responsive to Mr. Doll’s Request 20 for Production of Documents, Bates-numbered SYNAPSE0001-SYNAPSE0723, 21 and Synapse’s verification for its written responses served October 18, 2023. To 22 date, Synapse not produced documents responsive to Mr. Doll’s Requests for 23 Production of Documents Nos. 12, 13, 19, or 20, nor has it specifically identified to 24 which of Mr. Doll’s requests each document responds. 25 f. Sugarille’s responses to Mr. Doll’s Form Interrogatories, without signed 26 verification. See Exhibit R to Dasaro Decl. 27 g. Sugarille’s responses to Mr. Doll’s Special Interrogatories, without signed 28 verification. See Exhibit S to Dasaro Decl. GOODWIN PROCTER LLP ATTORNEYS AT LAW 7 NOTICE OF MOTION AND MOTION TO COMPEL AND REQUEST FOR SANCTIONS 1 h. Sugarille’s supplemental written responses to Mr. Doll’s Requests for Production of 2 Documents, without signed verification, along with a document production, Bates- 3 numbered SUGARILLE0001-SUGARILLE0170. Sugarille’s supplemental written 4 responses to Mr. Doll’s Requests for Production of Documents contain no 5 objections. See Exhibit T to Dasaro Decl. To date, Sugarille has not produced 6 documents responsive to Mr. Doll’s Requests for Production of Documents Nos. 13 7 and 19, nor has it specifically identified to which of Mr. Doll’s requests each 8 document responds. 9 i. Seaton’s responses to Mr. Doll’s Form Interrogatories, without signed verification. 10 See Exhibit U to Dasaro Decl. 11 j. Seaton’s responses to Mr. Doll’s Special Interrogatories, without signed 12 verification. See Exhibit V to Dasaro Decl. 13 k. Seaton’s supplemental written responses to Mr. Doll’s Requests for Production of 14 Documents, without signed verification, along with a document production, Bates- 15 numbered SEATON0001-SEATON0222. Seaton has not identified to which of Mr. 16 Doll’s requests each document responds. See Exhibit W to Dasaro Decl. 17 l. Byrne’s responses to Mr. Doll’s Form Interrogatories, without signed verification. 18 See Exhibit X to Dasaro Decl. 19 m. Byrne’s responses to Mr. Doll’s Special Interrogatories, without signed verification. 20 See Exhibit Y to Dasaro Decl. 21 n. Byrne’s supplemental written responses to Mr. Doll’s Requests for Production of 22 Documents, without verification, along with a document production, Bates- 23 numbered BYRNE0001-BYRNE0398. Most of the email communications included 24 in Byrne’s document production do not appear to have been sent to Byrne, and 25 Byrne does not identify to which of Mr. Doll’s requests each document responds. 26 See Exhibit Z to Dasaro Decl. 27 o. ATC’s responses to Mr. Doll’s Form Interrogatories. A true and correct copy of 28 these responses is attached hereto as Exhibit AA. GOODWIN PROCTER LLP ATTORNEYS AT LAW 8 NOTICE OF MOTION AND MOTION TO COMPEL AND REQUEST FOR SANCTIONS 1 p. ATC’s responses to Mr. Doll’s Special Interrogatories. A true and correct copy of 2 these responses is attached hereto as Exhibit BB. 3 On February 9, 2024, Mr. Doll’s counsel emailed Plaintiffs’ counsel with a request to meet 4 and confer regarding Plaintiffs’ continued discovery deficiencies. In the email, Mr. Doll’s counsel 5 specifically noted questions regarding Plaintiffs’ document production. See Exhibit CC to Dasaro 6 Decl. 7 On February 13, 2024, Mr. Doll’s counsel met and conferred with Plaintiffs’ counsel, Micah 8 Jacobs. Plaintiffs’ counsel, Philip Tencer did not attend the meeting. At the meeting, Mr. Doll’s 9 counsel asked Mr. Jacobs questions regarding Plaintiffs’ document production, which had been 10 previewed for Plaintiffs’ counsel in advance of the meeting. Mr. Jacobs could not answer any of 11 the questions, and indicated that Mr. Tencer—who did not attend the meet and confer—was 12 responsible for the document productions. 13 On February 16, 2024, Mr. Jacobs emailed Mr. Doll’s counsel, stating that he had not 14 conferred with his co-counsel regarding the questions pertaining to Plaintiffs’ document 15 production. See Exhibit DD to Dasaro Decl. 16 On February 22, 2024, Mr. Doll’s counsel emailed Plaintiffs’ counsel to again request 17 Plaintiffs’ deficient discovery responses. Mr. Tencer responded, stating that he would reach out to 18 his clients with regards to the outstanding information, and would “do [his] best to find out by the 19 EOD Monday [February 26, 2024] and produce omitted items next week.” Mr. Tencer again raised 20 the defense that Plaintiffs’ deficiencies were attributable to the fact that many of Plaintiffs “are 21 overseas.” See Exhibit EE to Dasaro Decl. 22 To date, Mr. Doll’s counsel has yet to receive verified responses from most of the Plaintiffs 23 to any of Mr. Doll’s discovery requests. Even though the interrogatory responses received purport 24 to be responses to Mr. Doll’s questions, many of the responses are nothing of the sort. Rather they 25 are a meager attempt to continue baseless litigation that Plaintiffs lack any factual basis for 26 initiating. Moreover, none of the document productions specifically identify to which of Mr. Doll’s 27 requests they respond, and many of the document productions are incomplete. 28 GOODWIN PROCTER LLP ATTORNEYS AT LAW 9 NOTICE OF MOTION AND MOTION TO COMPEL AND REQUEST FOR SANCTIONS 1 III. THE COURT SHOULD COMPEL PLAINTIFFS TO SERVE VERIFIED RESPONSES TO INTERROGATORIES AND VERIFIED WRITTEN RESPONSES TO REQUESTS FOR 2 PRODUCTION WITHOUT OBJECTION 3 Answers to interrogatories are due within thirty (30) days of service. Cal. Code Civ. Proc. 4 § 2030.260(a). A party who fails to timely respond to interrogatories within the statutory time 5 frame waives most objections to interrogatories, including claims of privilege and work product 6 protection. Cal. Code Civ. Proc. § 2030.290(a); Leach v. Superior Court, 111 Cal. App. 3d 7 902,905-06 (1980). The party responding to written interrogatories is “directed to sign the response 8 under oath unless the response contains only objections.” Cal. Code Civ. Proc. § 2030.250(a). 9 Responses to requests for production are due thirty (30) days after service of the demand. 10 Cal. Code Civ. Proc. § 2031.260(a). Documents responsive to requests for production “shall be 11 produced on the date specified in the demand.” Cal. Code Civ. Proc. § 2031.280(b). As with 12 responses to interrogatories, the responding party must “sign [its] response under oath unless the 13 response contains only objections.” Cal. Code Civ. Proc. § 2031.250(a). 14 California Courts have held that unverified discovery responses “are tantamount to no 15 response at all.” Appleton, 206 Cal. App. 3d. at 636. 16 In the event that a party fails to timely respond to propounded interrogatories, the 17 propounding party may seek an order from the court compelling answers to such interrogatories. 18 Cal. Code Civ. Proc. § 2030.290(b). The moving party in a request to compel discovery responses 19 must demonstrate that interrogatories were properly served, the time to respond has lapsed, and no 20 response was served prior to the expiration of the statutory time limit. Leach v. Superior Court at 21 905-06. Further, having received no response during the statutory time limit, the moving party is 22 not required to resolve the discovery dispute informally. Id., at 906. 23 Similarly, where a party fails to timely respond to propounded requests for production of 24 documents, the propounding party may seek an order compelling response to the request. Cal. 25 Code Civ. Proc. § 2031.300(b). The party failing to timely respond “waives any objection to the 26 demand, including one based on privilege or on the protection for work product.” Cal Code Civ. 27 Proc. § 2031.300(a). 28 GOODWIN PROCTER LLP ATTORNEYS AT LAW 10 NOTICE OF MOTION AND MOTION TO COMPEL AND REQUEST FOR SANCTIONS 1 Here, Mr. Doll served Form Interrogatories upon Plaintiffs, by and through their attorneys, 2 on June 30, 2023. See Exhibit A to Dasaro Decl. More than thirty days have passed since the 3 service date, and more than thirty days have passed since the agreed-upon extension of August 30, 4 2023 to provide responses. Following an informal discovery conference with Commissioner Mau, 5 Plaintiffs were given until February 5, 2024, “to serve verified, code compliant substantive 6 responses” to Mr. Doll’s Form and Special Interrogatories. See Exhibit M to Dasaro Decl. To 7 date, Plaintiffs Shoreline, Sugarille, Seaton, and Byrne have failed to serve verified responses to 8 Mr. Doll’s Form Interrogatories. 9 Mr. Doll served Requests for Production of Documents upon Plaintiffs, by and through their 10 attorneys, also on June 30, 2023. See Exhibit B to Dasaro Decl. More than thirty days have passed 11 since the service date, and more than six weeks have passed since the deadline imposed by 12 Commissioner Mau. To date, Plaintiffs Sugarille and Seaton have served no verifications for their 13 written responses to Mr. Doll’s Requests for Production of Documents sent on September 15, 2023. 14 Synapse did not verify its September 15, 2023 responses until February 5, 2024. Neither Plaintiffs 15 Shoreline, SVP, Sugarille, Seaton, nor Byrne have served verifications for their written responses 16 to Mr. Doll’s Requests for Production of Documents sent on February 5, 2024. 17 Mr. Doll served Special Interrogatories upon Plaintiffs, by and through their attorneys, on 18 August 31, 2023. See Exhibit D to Dasaro Decl. More than thirty days have passed since the 19 service date and more than six weeks have passed since the deadline imposed by Commissioner 20 Mau. To date, Plaintiffs Shoreline, Sugarille, Seaton, and Byrne have failed to serve verified 21 responses Mr. Doll’s Special Interrogatories. 22 For these reasons, the Court should grant Mr. Doll’s request to compel verified responses 23 to the Form Interrogatories, Requests for Production, and Special Interrogatories without objections 24 within five days of entry of an order granting this application. 25 IV. THE COURT SHOULD COMPEL PLAINTIFFS TO SERVE RESPONSES AND/OR FURTHER RESPONSES TO INTERROGATORIES WITHOUT OBJECTION 26 27 “Upon receipt of a re