Justin M. Forcier, an associate in the Delaware office of Eckert Seamans, prepared this overview.

A recent Chancery decision provides practical tips for litigators regarding the use of general objections in response to interrogatories and document requests. In addition to striking numerous objections, the seller of a company (“Seller”) was recently awarded, sua sponte, costs and fees incurred in connection with a motion to compel discovery, as well as costs and fees incurred for the meet and confer prior to the motion. The court cautioned parties against using broad general objections to discovery requests and provided guidance on how to properly identify documents in replying to interrogatories when using Rule 33(d).Glidepath Ltd. v. Beumer Corp., C.A. No. 12220-VCL (Del. Ch. Oct. 6, 2016) (TRANSCRIPT)(Order). [N.B. Eckert Seamans represented the Seller that filed the motion.]

Background: Seller filed a cause of action against the buyer of a company (“Buyer”) for breach of an earn out agreement relating to a joint venture. During discovery, Buyers raised several general objections to Seller’s document requests. Buyers also utilized Rule 33(d) to incorporate documents into their interrogatory answers.

Analysis:
I. Replies to Document Requests
The court reviewed each contested response and gave detailed instructions to Buyers’ counsel. The court noted that general objections that lack any specificity are unhelpful. For example, according to the Court, a party objecting to a document request must explain why “something is ‘improper,’ why you think it is ‘overly broad as to time and content,’ why you think it is ‘unduly burdensome or oppressive,’ why you think something is ‘vague or ambiguous’ . . . and why you think it’s not relevant, immaterial, or otherwise not reasonably calculated to lead to admissible evidence.” Simply listing those general objections without further explanation is not enough.
Similarly, the Court explained that when a party objects to a document request because it believes the documents sought are publicly available or already in the possession of the seeking party, those documents must be “specifically” identified so that the opposing party knows which documents are being referred to.
Along the same lines, when a party is objecting to answers that are outside of a specific time period, it is important for the objecting party to explain why it thinks the chosen time period is appropriate and to specify a time period that is acceptable.

II. Replies to Interrogatories
In addressing the objected-to interrogatories, the Court explained specificity is also important when a party invokes Rule 33(d) as part of a reply. Rule 33(d) allows a party to answer an interrogatory by referencing business records that the requesting party could inspect when the burden of review is equal on the parties.. By way of example, the court stated, “No. 14 stated: ‘Identify all communications, including, but not limited to solicitations or negotiations You had with any third-party from 2014 to the present relating to . . . systems and/or services.”’ Buyers answered, ‘“[Buyer] will produce its non-privileged, responsive documents within its custody, control, or possession; the remainder of the interrogatory is objected to.”’

The court explained that it is not enough to state that a party will produce everything in its possession, because that is a more proper reply to a document request. Instead, when relying on Rule 33(d) to answer an interrogatory, the party must identify, with greater specificity, the documents it is relying on.

Practice Tips from Court’s Ruling
1. Rule 33(d) requires some measure of specificity when referring to documents to answer interrogatories. Simply referring generally to the documents to be produced is not enough; and
2. General objections to discovery requests that lack any specificity or fail to inform the requesting party as to which discovery requests are subject to the general objections, and which are not, are not helpful to the parties or the Court and should be discouraged as they may be stricken. .

The following general objections to document requests and interrogatories were stricken by the court:

1. The Defendants object to the Interrogatories to the extent the Interrogatories, or the instructions and definitions incorporated therein, are contrary to or purport to impose obligations on and to require procedures of the Defendants beyond those required by the Delaware Court of Chancery Rules, or the case law interpreting them;
2. The Defendants object to the Interrogatories to the extent the Interrogatories, or the instructions and definitions incorporated therein: (a) are improper; (b) are overly broad as to time and content; (c) are unduly burdensome or oppressive; (d) are vague or ambiguous; (e) are unreasonably cumulative or duplicative; or (f) seek information that is not relevant to the claim or defense of any party, is immaterial, or is otherwise not reasonably calculated to lead to the discovery of admissible evidence;
3. The Defendants object to the Interrogatories to the extent the Interrogatories, or the instructions and definitions incorporated therein, call for the production of documents or information that are publicly available, previously provided to the Plaintiffs by the Defendants, or otherwise already in the Plaintiffs’ possession, custody, or control or are available from sources that are more convenient, less burdensome, or less expensive, or from sources that are as readily available to the Plaintiffs as to the Defendants;
4. The Defendants object to the Interrogatories to the extent the Interrogatories, or the instructions and definitions incorporated therein, are duplicative and repetitive of each other.
5. The Defendants object to the Interrogatories to the extent the Interrogatories, or the instructions and definitions incorporated therein, call for the identification of “all” persons with knowledge or “all” documents of a broad classification or pertaining to a specific subject, to the extent such language is overly broad, unduly burdensome, oppressive, vague, and ambiguous;
6. The Defendants object to the Interrogatories to the extent the Interrogatories, or the instructions and definitions incorporated therein; and
7. The Defendants object to the absence of a defined time period for the Interrogatories as being overbroad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence. Subject to an agreed upon ESI Production protocol, and an agreement regarding appropriate custodians and search terms, the Defendants will produce documents generated or dated during the agreed upon time period that are responsive to the portions of the Interrogatories to which the Defendants do not otherwise object.

The following Responses to Interrogatories were rejected by the court:

INTERROGATORY:

Identify all communications, including, but not limited to solicitations or negotiations You had with any third-party from 2014 to the present relating to baggage handling systems and/or services.
ANSWER:
Subject to the General Objections and in accordance with Rule 33(d), Defendant . . . will produce its non-privileged, responsive documents within its custody, control, or possession; the remainder of this Interrogatory is objected to on the ground that it is not reasonably calculated to lead to the discovery of admissible evidence.

INTERROGATORY:

Identify all other companies in which [Buyer] acquired an ownership interest (e.g., through a stock or membership purchase agreement, merger, etc.), which contained an Earnout provision.
ANSWER:
The Defendants object to this Interrogatory on the ground that it is not reasonably calculated to lead to the discovery of admissible evidence.