Wright v. SLWM, LLC

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

JEFFREY WRIGHT, )
)
Plaintiff, )
)
v. ) C.A. No. 2024-1339-JTL
)
SLWM, LLC, )
)
Defendant. )

OPINION GRANTING MOTION TO COMPEL

Date Submitted: May 19, 2025
Date Decided: June 25, 2025

Seth A. Niederman, FOX ROTHSCHILD LLP, Wilmington, Delaware; Adam Wolek,
FOX ROTHSCHILD LLP, West Palm Beach, Florida; Clarissa Sullivan, FOX
ROTHSCHILD LLP, Philadelphia, Pennsylvania; Counsel for Plaintiff Jeffrey
Wright.

David S. Eagle, KLEHR HARRISON HARVEY BRAZNBURG LLP, Wilmington,
Delaware; Bonita L. Stone, KATTEN MUCHIN ROSEN LLP, Chicago, Illinois;
Counsel for Defendant SLWM, LLC.

LASTER, V.C.
The plaintiff served interrogatories and requests for production of documents.

The defendant bobbed and weaved, relying on a host of general objections. The parties

met and conferred, but made little progress. The plaintiff moved to compel. This

decision grants the motion. By separate order, the court will appoint a discovery

facilitator to help the parties develop and implement a reasonable process for

collecting, reviewing, and producing documents.

I. FACTUAL BACKGROUND

The facts are drawn from the submissions made in connection with the motion

to compel.1 The following discussion does not comprise findings of fact in the post-

trial sense, but represents how the record appears at this preliminary stage.

A. The Employment Agreements

In February 2010, Jeffrey Wright started work at Webb-Mason, Inc., a

predecessor to SLWM, Inc. (the “Company”). Wright sold branded print and

promotional products.

When Wright joined the Company, he signed an employment agreement

containing restrictive covenants (the “2010 Agreement”). In 2022, he signed an

“Employee Confidentiality, Non-Competition, Non-Solicitation and Assignment of

1 Citations in the form “Mot. ¶___” refer to paragraphs in Wright’s motion to

compel. Citations in the form “Opp. ¶___” refer to paragraphs in the opposition to the
motion to compel. Citations in the form “Compl. ¶ ___” refer to paragraphs of the
operative complaint. Citations in the form “Marchetti Dec. ¶ ___” refer to paragraphs
in the Declaration of Michael Marchetti. Citations to “[Filing] Ex. [Number]” refer to
exhibits submitting with filings.
Work Product Agreement” (the “2022 Agreement”). In 2023, he signed an

“Amendment to Employment Agreement” (the “2023 Agreement”) that changed his

commission schedule. In 2024, Wright signed a letter agreement that changed his

title and commission schedule (the “2024 Agreement”).

In the waning days of summer 2024, Wright contacted one of the Company’s

competitors about possible employment. In September, he spoke with the Company’s

CEO about his intent to resign and continue working in the industry. The next day,

Wright formally resigned. In his resignation email, he stated he was “keenly aware

of the Non-compete, Non-solicit, and all facets.” Dkt. 44 Ex. L.

Wright asked to be released from the 2022 Agreement, and he offered to agree

to restrictions to avoid competition. The Company responded that Wright remained

bound by the 2010 Agreement and the 2022 Agreement. Wright countered that the

2024 Agreement superseded all prior agreements.

B. This Litigation

On December 23, 2024, Wright filed this lawsuit. He seeks declaratory relief

establishing that the restrictive covenants do not bind him and injunctive relief

barring the Company from enforcing them. The court granted expedition and

scheduled a preliminary injunction hearing.

On January 23, 2025, after briefing and argument, the court granted a

preliminary injunction in Wright’s favor. The preliminary injunction prevents the

Company from “enforcing or attempting to enforce restrictive covenants . . . until

2
further order of the Court or the resolution of the underlying action, whichever occurs

first.” Dkt. 54. ¶¶ 2–3.

C. The Discovery Dispute

The preliminary injunction did not end the case, and the parties continue to

litigate. On February 7, 2025, Wright served his First Set of Requests for Documents

and First Set of Interrogatories. The deadline to respond was March 9. On March 5,

the Company asked for a twenty-one-day extension. Wright granted the Company

that courtesy.

On March 31, 2025, the Company served its responses. They consisted of a host

of objections. The Company did not respond substantively to any of Wright’s requests.

The Company did not produce any documents.

On April 10, 2025, Wright sent the Company a deficiency letter. The parties

met and conferred on April 15 and April 17. The Company agreed to respond to only

a few requests.

Later on April 17, 2025, Wright emailed the Company a summary of his

understanding of the agreements reached at the meet-and-confer session. The email

highlighted the remaining deficiencies. Wright asked for a response by April 24. The

Company did not meet that deadline, citing a scheduling conflict. On April 28, the

Company provided its own summary of the parties’ agreements and remaining issues.

The two sides differed about what took place.

3
On May 6, 2025, Wright moved to compel. He seeks supplemental responses to

his requests and interrogatories. Wright also asks for an order directing the Company

to identify custodians and conduct searches.

II. LEGAL ANALYSIS

“[P]retrial discovery rules are to be afforded broad and liberal treatment.” Levy

v. Stern, 687 A.2d 573 (Del. 1996) (TABLE). “The scope of discovery pursuant to Court

of Chancery Rule 26(b) is broad and far-reaching[.]” Cal. Pub. Emps. Ret. Sys. v.

Coulter, 2004 WL 1238443, at *1 (Del. Ch. May 26, 2004) (cleaned up). “[T]he spirit

of Rule 26(b) calls for all relevant information, however remote, to be brought out for

inspection not only by the opposing party but also for the benefit of the Court[.]” Boxer

v. Husky Oil Co., 1981 WL 15479, at *2 (Del. Ch. Nov. 9, 1981). “Discovery is called

that for a reason. It is not called hide the ball.” Twitter, Inc. v. Musk, 2022 WL

3591142, at *1 (Del. Ch. Aug. 23, 2022) (cleaned up).

Rule 26(b)(1) states:

Parties may obtain discovery regarding any non-privileged matter that
is relevant to any party's claim or defense and proportional to the needs
of the case, including the existence, description, nature, custody,
condition and location of any documents, electronically stored
information, or tangible things and the identity and location of persons
having knowledge of any discoverable matter. It is not ground for
objection that the information sought will be inadmissible at the trial.

Ct. Ch. R. 26(b)(1). The burden therefore is on the objecting party to show why and

how the information requested is privileged or otherwise improperly requested.” Van

de Walle v. Unimation, Inc., 1984 WL 8270, at *2 (Del. Ch. Oct. 15, 1984).

4
For that purpose, generic and formulaic objections are insufficient.2

For an objecting party to carry its burden, the objection must be specific,
the party making it must explain why it applies on the facts of the case
to the request being made, and if the party is providing information
subject to the objection, the party must articulate how it is applying the
objection to limit the information it is providing.3

Objections must be “plain enough and specific enough so that the Court can

understand in what way the discovery is claimed to be objectionable.” Van de Walle,

1984 WL 8270, at *2.

2 In re Oxbow Carbon LLC Unitholder Litig., 2017 WL 959396, at *2 (Del. Ch.

Mar. 13, 2017); accord Byte Fed., Inc. v. Lux Vending LLC, 2024 WL 1912950, at *2
(M.D. Fla. May 1, 2024); Weatherspoon v. 739 Iberville, LLC, 2022 WL 824618, at *5–
6 (E.D. La. Mar. 18, 2022).

3 Oxbow, 2017 WL 959396, at *3; see In re Appraisal of Dell Inc., C.A. No. 9322-

VCL, at 14 (Del. Ch. April 10, 2014) (TRANSCRIPT) (“[I]n terms of responses and
objections [to discovery requests] . . . responses and objections need to be meaningful.
They need to be not obfuscatory.”); id. (“So when you make your discovery responses,
you need to actually tell the other side what you are doing.”); DuraSeal Coatings Co.
v. Rose, C.A. No. 8660-VCL (Del. Ch. Aug. 28, 2013) (TRANSCRIPT) (rejecting
“objections like declining to produce documents that otherwise are publicly available
or declining to produce documents that you believe to be in the other party's custody
and control.”).

Ample federal authorities reach the same conclusion. See Josephs v. Harris
Corp., 677 F.2d 985, 992 (3d Cir. 1982) (explaining that a party's objections must
“show specifically how each interrogatory is not relevant or how each question is
overly broad, burdensome or oppressive” (cleaned up)); DL v. District of Columbia,
251 F.R.D. 38, 43 (D.D.C. 2008) (explaining that if party's objections “are not applied
with sufficient specificity to enable this Court to evaluate their merits . . . this Court
will overrule [the party's] objections in their entirety”); In re Folding Carton Antitrust
Litig., 83 F.R.D. 260, 264 (N.D. Ill 1979) (“Objections to interrogatories must be
specific and [be] supported by a detailed explanation why the interrogatories are
improper.”). Federal decisions can be persuasive because the Court of Chancery Rules
are modeled on the Federal Rules of Civil Procedure. See Plummer v. Sherman, 861
A.2d 1238, 1242 (Del. 2004).

5
A. The Company’s Improper Boilerplate Objections

Wright contends that the Company’s responses contain boilerplate objections

that make it impossible to determine what the Company will provide. Boilerplate

objections are broad, generalized objections that make no effort to explain how the

request is objectionable and do not state how the responding party interprets the

request. Classic examples include objections that a term or request is overly broad,

unduly burdensome, vague, irrelevant, or not proportionate to the needs of the case,

each without specific details.

Boilerplate objections “persist despite a litany of decisions from courts . . . that

such objections are improper unless based on particularized facts.” 4 Besides

contravening extensive case law, they violate the Court of Chancery Rules. Rule

34(b), which governs responses to document requests, requires that “the grounds and

reasons for objection(s) shall be stated with specificity.” Rule 33(b)(4), which governs

interrogatories, requires that “[a]ll grounds for an objection to an interrogatory shall

be stated with specificity.”

4 Mancia v. Mayflower Textile Servs. Co., 253 F.R.D. 354, 358–59 (D. Md. 2008)

(collecting authorities)); accord McLeod, Alexander, Powel & Apffel, P.C. v. Quarles,
894 F.2d 1482, 1485–86 (5th Cir.1990) (explaining that simply objecting to requests
as “overly broad, burdensome, oppressive and irrelevant,” without showing
“specifically how each [request] is not relevant or how each question is overly broad,
burdensome or oppressive” is inadequate to “voice a successful objection.”); A. Farber
& Partners, Inc. v. Garber, 234 F.R.D. 186, 188 (C.D. Cal. 2006) (“As an initial matter,
general or boilerplate objections such as ‘overly burdensome and harassing’ are
improper—especially when a party fails to submit any evidentiary declarations
supporting such objections.” (citations omitted)).

6
Demanding specific objections is not persnicketiness. Boilerplate objections

obfuscate. Matthew L. Jarvey, Boilerplate Discovery Objections: How They Are Used,

Why They Are Wrong, and What We Can Do About Them, 61 Drake L. Rev. 913, 918

(2013). “Boilerplate isn’t just empty content; it is the enemy of content.” Steven S.

Gensler & Lee H. Rosenthal, Breaking the Boilerplate Habit in Civil Discovery, 51

Akron L. Rev. 683, 683 (2017). Boilerplate objections are unfair to the requesting

party, because they fail to inform the requesting party why its request is specifically

objectionable. They also force parties to expend resources unnecessarily, because the

requesting party must follow up with deficiency letters and meet-and-confer sessions

to find out what, if anything, the boilerplate objections mean.5 And they waste judicial

resources, because courts end up having to rule on the boilerplate objections

themselves or attempt to assess the validity of responses laden with objections.6

Consequently, “boilerplate, generalized objections” are “inadequate and

tantamount to not making any objection at all.” Oxbow, 2017 WL 959396, at *2

(collecting authorities). Indeed, asserting boilerplate objections constitutes “prima

facie evidence of a Rule 26 violation, which causes the objecting party to waive any

5 Weatherspoon, 2022 WL 824618, at *6 (“Objections that fail to provide an

appropriate factual basis make it difficult for the parties to discuss any alleged
defects even informally in a discovery request or response in hope of fixing the defects.
This inhibits the parties’ abilities to resolve discovery disputes on their own, as
intended by the Rules.” (citation omitted)).

6 Id. at *5 (“A judge should not have to wade through a sea of boilerplate

objections only to discover that the objections did not represent the party's actual
position but were merely used to make the discovery process more difficult.”)

7
legitimate objections that they may or may not have had.” Id. (internal quotation

marks omitted); accord Bocock v. Innovate Corp., 2023 WL 8453525, at *3 (Del. Ch.

Dec. 6, 2023).

1. “To the extent that” Objections

One type of boilerplate objection is the “to the extent that” objection. That type

typically begins with or contains the phrase “to the extent that” or some variant, such

as “Defendant objects to the results to the extent that they fail to comply with the

Court of Chancery Rules.” If the objecting party does not identify how the objection

fails to comply with the Court of Chancery rules, then the requesting party has no

way to know what the responding party is asserting. Pfizer, Inc. v. Amgen Fremont

Inc., C.A. No. 10667-VCL, at 7, 10 (Del. Ch. July 6, 2015) (TRANSCRIPT). Objections

of this type are improper because they do not provide any information about what the

responding party will provide. Lake Treasure Hldgs. Ltd. v. Foundry Hill GP LLC,

No. 6546-VCL, 22 (Del. Ch. Sept. 11, 2012) (TRANSCRIPT).

A sibling version of the “to the extent” objection starts with a list of general

objections and then states that the party will produce documents or provide

interrogatory responses “subject to the objections.” Here again, the requesting party

has no way to evaluate where the responding party is drawing the line. Objections of

this type are similarly improper.7

7 Oxbow, 2017 WL 959396, at *2 (noting that is “particularly evasive for a

response to recite broad, generic, and formulaic objections, then purport to answer
‘subject to the objections.’”); accord Chevron Midstream Pipelines LLC v. Settoon
Towing LLC, 2015 WL 269051, at *4 (E.D. La. Jan. 21, 2015) (explaining that a “to
8
The Company violated these principles. The Company objects to “the Requests

to the extent they seek to impose objections on SLWM greater than or different from

those established by the applicable Chancery Court rules.” Mot. Ex. 2 at 1. That

objection is obfuscatory. It is overruled.

Next, the Company objects to requests to the extent that they seek documents

subject to attorney-client privilege, work-product doctrine, or any other privilege or

immunity. Objecting to producing documents subject to attorney-client privilege and

work-product doctrine is legitimate, but only if the Company promptly provides a

privilege log. The reference to any “other privilege or immunity” is improper. If the

Company believes it has other privileges or immunities to assert, then it must say so.

Otherwise the requesting party cannot know what to challenge. The objection

invoking an unidentified privilege or immunity is overruled.

Next, the Company objects to producing documents to the extent the requests

contain implicit or explicit characterizations of discovery materials. That objection is

inscrutable. It is overruled.

the extent” objection “is not really an objection at all and it comes nowhere near
complying with the requirement of Rule 26”); Guzman v. Irmadan, Inc., 249 F.R.D.
399, 401 (S.D. Fla. 2008) (“Parties shall not recite a formulaic objection followed by
an answer to the request. It has become common practice for a party to object on the
basis of any of the above reasons, and then state that ‘notwithstanding the above,’
the party will respond to the discovery request, subject to or without waiving such
objection. Such objection and answer preserves nothing, and constitutes only a waste
of effort and the resources of both the parties and the court.”).

9
Finally, the Company objects to producing discovery to the extent that Wright

has greater or equal access. That is not a proper objection, because the Company does

not say what it has in mind. Is the Company improperly objecting to producing emails

where Wright was an addressee on the theory he must have received them? Does the

Company think Wright has a cache of records somewhere? The objection is overruled.

2. Vagueness and Ambiguity Objections

A second type of boilerplate objection involves assertions that a term, request,

or interrogatory is vague or ambiguous.8 Often these objections dispute the way the

requesting party has defined a term. A general objection to that effect is improper.

Proficient English language speakers can usually discern what the request or

interrogatory seeks, while also recognizing that the requester does not want to shoot

themselves in the foot by artificially limiting the request in a way that could have

unforeseen effects. The responding party therefore must specifically object to what is

vague or ambiguous and explain how the responding party will interpret the request

to make a good-faith effort to respond. An objection that does not do both is

8 See VeroBlue Farms USA Inc. v. Wulf, 111 Fed. R. Serv. 3d 505 (N.D. Tex.

2021) ([A] party objecting to discovery as vague or ambiguous has the burden to show
such vagueness or ambiguity); Rogers v. Giurbino, 288 F.R.D. 469, 487 (S.D. Cal.
2012) (“To assert that institutional safety would be compromised by answering the
interrogatory, the Defendant must provide more than a vague boilerplate objection).

10
inadequate.9 Objections to familiar terms or phrases with a commonly understood

meaning are improper.10

The Company initially objected to nine requests and interrogatories as vague.

The Company did not say how it was interpreting the requests and interrogatories in

a good-faith effort to provide discovery. Through the meet-and-confer process, the

parties resolved seven of the disputes, but that does not mean the original objections

were proper. They were not.

Two vagueness objections remain. The Company objected twice to the phrase

“status of the account” as vague and ambiguous. Mot. Ex 2 at 21–22. Both requests

seek documents relating to the “status of the account . . . including any missed or late

payments.” Id. Read in context, the reference to the “status of the account” refers to

whether the account is active, in good standing, in arrears, subject to late or missed

9 See Moreno Rivera v. DHL Glob. Forwarding, 272 F.R.D. 50, 57 (D.P.R. 2011)

(finding general objections to vagueness were themselves “vague and impermissibly
overbroad”).

10 Oxbow, 2017 WL 959396, at *6 (“The objections to straightforward English

terms are not credible.”); Pfizer Inc. v. Amgen Fremont Inc., C.A. No. 10667-VCL, at
16–19 (Del. Ch. July 6, 2015) (TRANSCRIPT) (“You guys don't get to say things like,
‘Oh, we don't understand this word,’ or ‘Oh, this word is vague.’ I read the [discovery]
requests. . . . It is not credible and does not score you points with me to pretend that
you have lost the ability to speak the English language.”); see Chesapeake Operating,
Inc. v. Stratco Operating Co., 2009 WL 426101, at *5 (M.D. La. 2009) (finding that
“the term ‘operational’ is not overly vague and is one commonly used in the oil and
gas industry, as is evidenced by jurisprudence dealing with the industry”); Frost v.
Perry, 161 F.R.D. 434, 487 (D. Nev. 1995) (finding phrase “the operating location near
[specified lake]” was not vague); Frontier-Kemper Constructors, Inc. v. Elk Run Coal
Co., 246 F.R.D. 522, 531 (S.D. W. Va. 2007) (finding phrase “increased cost and time”
was not vague).

11
payments, or otherwise impaired. If one of the Company’s executives asked about the

status of an account, an employee would not have asked what she meant. The

employee would answer. The objections to this phrase were improper and are

overruled. For reasons discussed below, the other objections to these requests are

overruled as well. The Company must produce responsive documents.

Not all of the Company’s objections were improper. To give credit where credit

is due, the Company properly objected to Request 8, which asked for “[c]opies of all

monthly commission statements for Plaintiff and Customers Serviced by Plaintiff

from January 1, 2024 through December 31, 2024.” Mot. Ex. 2 at 8. The Company

objected to the request as vague and confusing and explained that “customers do not

receive commission statements.” Id. That is a proper objection because the Company

explained what it was talking about.

3. Relevance Objections

A third type of boilerplate objections invokes relevance. The concept of

relevance lies at the heart of discovery. Court of Chancery Rule 26 allows parties to

obtain discovery regarding “any non-privileged matter that is relevant to any party’s

claim or defense.” Ct. Ch. R. 26(b)(1). The standard for relevant evidence is a liberal

one: The evidence need only tend to make it more or less probable that a fact of

consequence to the case is true. See D.R.E. 401. The standard of relevance for

discovery builds on that test: The requesting party need only show some possibility

that the discovery will lead to relevant evidence. See Loretto Literary & Benevolent

Inst. v. Blue Diamond Coal Co., 1980 WL 268060, at *4 (Del. Ch. Oct. 24, 1980).

12
The Company objected to twenty-one requests and interrogatories as seeking

information that is “not relevant.” The Company did not explain why. Not until its

response to the motion to compel did the Company offer details, asserting that

requests about vendor holds, shipping delays, or customer complaints were not

central to Wright’s claims. The Company also argues that requests targeting account

status, payment histories, or performance improvement plans sought irrelevant

internal information.

The requested material is relevant. Request 1 seeks “[a]ll Documents and

Communications referring to or related to Plaintiff’s resignation from SLWM.” That

information is obviously relevant. It is the core issue in the case.

Request 2 seeks documents and communications related to “Plaintiff’s

employment, Plaintiff’s resignation, Customers Serviced by Plaintiff, and Plaintiff’s

performance as a Vice President of Sales and/or Sales Account Executive from

October 16, 2024 to present.” That information is also relevant—and obviously so.

Requests 13–15, 20, 2–24, 27 and Interrogatory 7 seek information about

Merry Maids, one of Wright’s principal accounts. Wright alleges that the Company

made “false and/or misleading statements to its customers and potential customers”

to the effect that he was to blame for delays, and the alleged statements related to

his performance with Merry Maid, one of his key customers. Compl. ¶¶ 153, 267.

Documents relating to Merry Maids, including internal discussions about the

relationship, the alleged performance improvement plan, and post-resignation

communications are relevant; they relate to whether Wright was underperforming;

13
whether a performance improvement plan existed and had merit; whether the

Company internally acknowledged another cause of customer dissatisfaction;

whether the Company falsely told customers Wright was to blame. That information

is relevant.

Requests 1–2 and 21–22 seek documents related to Wright’s resignation. The

Company asserts that Wright resigned voluntarily. Wright contends that the

Company forced him to resign by creating a hostile and untenable work environment.

Documents relating to his resignation, complaints about his performance,

disciplinary actions, and customer expectations are relevant.

Requests 24–28 and Interrogatories 8–9 seek information about post-

resignation communications and the status of Wright’s former accounts. Wright

alleges that after he resigned, the Company disparaged him to customers. He also

claims the Company obstructed or undermined his customer relationships by

claiming he failed at his job. Discovery into communications with customers after

Wright’s resignation, the account transitions, and the status of the accounts is

relevant.

In short, all of the requested material maps to one or more elements of Wright’s

claims. The Company’s relevance objections are overruled.

4. Burden, Overbreadth, and Proportionality Objections

Yet another species of boilerplate objections involves assertions that a term,

request, or interrogatory is unduly burdensome or overly broad. Both objections

relate to the concept of proportionality. Court of Chancery Rule 26 allows parties to

14
obtain relevant discovery that is “proportional to the needs of the case.” Ct. Ch. R.

26(b)(1). The rule thus “expressly include[s] a requirement that discovery be

proportionate to what is at stake in the litigation.” Wei v. Zoox, Inc., 268 A.3d 1207,

1213 (Del. Ch. 2022).

Court of Chancery Rule 26(b)(1) identifies factors for the court to consider when

evaluating proportionality:

The frequency or extent of use of the discovery methods set forth in
paragraph (a) shall be limited by the Court if it determines that: (i) the
discovery sought is unreasonably cumulative or duplicative, or is
obtainable from some other source that is more convenient, less
burdensome, or less expensive; (ii) the party seeking discovery has had
ample opportunity by discovery in the action to obtain the information
sought; or (iii) the discovery sought is not proportional to the needs of
the case, considering the importance of the issues at stake in the action,
the amount in controversy, the parties' relative access to relevant
information, the parties' resources, the importance of the discovery in
resolving the issues, and whether the burden or expense of the proposed
discovery outweighs its likely benefit.

Ct. Ch. R. 26(b)(1).

When a party responds to a discovery request with a proportionality objection,

the party should frame its response using the Rule 26 factors. J. Douglas Grimes and

Joshua D. Neighbors, Work Up-Front For Clarity Later Objecting and Responding to

Document Requests Under Amended Rule 34, 58 No. 7 DRI For Def. 38 (2016). But

the factors do not “permit the opposing party to refuse discovery simply by making a

boilerplate objection that it is not proportional.” Fed. R. Civ. P. 26 cmt. The

responding party must state why the discovery sought is overbroad, unduly

burdensome, or disproportionate and explain what it will produce in a good-faith

effort to provide responsive materials. Without more, objecting that a discovery
15
request is overly broad, unduly burdensome, or disproportionate is improper. 11

Merely claiming some incremental burden from searching for additional information

is also insufficient.12 A party must explain what the additional burden entails and

explain what it will do to make a good-faith effort to provide discovery that is

appropriate. See Byte Fed, 2024 WL 1912950, at *3 (explaining that an attorney

receiving a request for documents has a responsibility to interpret the request in a

reasonable way).

The Company objected to twenty-one requests and interrogatories as overly

broad, burdensome, and disproportionate. Each objection is rote boilerplate. The

11 Oxbow, 2017 WL 959396, at *4 (finding it is “insufficient” to only object to a

request as “excessive, overbroad, and unduly burdensome” without explaining the
objection); accord St. Paul Reinsurance Co. v. Com. Fin. Corp., 198 F.R.D. 508, 512
(N.D. Iowa 2000) (“In this case, the plaintiffs have failed to sustain their burden of
demonstrating that the discovery sought is outside the scope of Rule 26(b)(1). Rather,
they have merely asserted boilerplate objections that the discovery sought is vague,
ambiguous, overbroad, unduly burdensome, etc. without specifying how each request
for production is deficient and without articulating the particular harm that would
accrue if they were required to respond to CFC's discovery requests. “); Oleson v.
Kmart Corp., 175 F.R.D 560, 565 (D. Kan. 1997) (“The objecting party must show
specifically how each discovery request is burdensome or oppressive by submitting
affidavits or offering evidence revealing the nature of the burden.”); Roesberg v.
Johns-Manville Corp., 85 F.R.D. 292, 295–97 (E.D. Pa. 1980) (explaining that an
objecting party “must show specifically how . . . each interrogatory is not relevant or
how each question is overly broad, burdensome or oppressive . . . by submitting
affidavits or offering evidence revealing the nature of the burden” (internal citations
omitted)).

12 Solow v. Aspect Res., LLC, 2007 WL 3256944, at *1 (Del. Ch. Oct. 30, 2007)

(“Merely stating, however, that searching for documents generated from 1993 to 2000
would add to some undue burden . . . does not describe with any precision or
particularity does not make that search unduly burdensome.”).

16
Company never said why a particular request was overbroad or what burden the

request would impose.

In its response to the motion to compel, the Company submitted a declaration

of Michael Marchetti, the Company’s President, that provides facts about why the

requests and interrogatories are burdensome. Marchetti asserts that the Company

has employed more than 400 people since its formation, each with a company-issued

email address, and currently employs around 237. He notes that Wright serviced

thirteen customers, requiring the Company to search through the email boxes and

devices of “25 or more employees” to locate communications involving those

customers. For another firm, he asserts that the Company would have to review data

from “at least ten (10) and potentially more.” For another, he asserts that responsive

material could be spread across the accounts of “approximately 130 employees” in

departments such as finance, supply, and strategic sourcing.

Marchetti’s declaration offers the types of factual details that the Company

should have provided before the motion to compel. A response to a motion to compel

is too late to provide a post hoc justification for a previously unsupported and

otherwise improper objection. E.g., Lorenzano v. Sys., Inc., 2018 WL 3827635, at *3

(M.D. Fla. Jan. 24, 2018) (“[T]he Court will not rely on Systems’ post hoc justifications

for its boilerplate objections. To the extent that Systems tried to raise specific

objections in its Response, the Court finds that Systems waived these objections.”).

Regardless, his assertions remain generalized. The Marchetti declaration also falls

short because he does not offer compromises or solutions. It seeks to justify shutting

17
down discovery, rather than proposing an efficient means of providing Wright with

the information he needs to litigate the case.

The Company argues that Wright’s requests were overly burdensome because

he did not identify custodians or provide search terms. That is not the requesting

party’s job. “[R]esponding parties are best situated to evaluate the procedures,

methodologies, and technologies for preserving and producing their own

electronically stored information.” The Sedona Principles, Best Practices,

Recommendations & Principles for Addressing Electronic Document Production, 19

Sedona Conf. J. 1, 118 (2018). “Just as a requesting party does not have a right to

dictate the processes, methodologies, or technologies to be used by a responding party

in fulfilling its preservation or discovery obligations …, the corollary is that a

responding party has no right to demand a requesting party actively assist the

responding party with evaluating and selecting the procedures, methodologies, and

technologies for meeting the responding party’s preservation and production

obligations.” Id. at 124. Thus, “a responding party cannot unilaterally demand the

requesting party submit proposed search terms and a list of custodians against which

to run the search terms, or use the requesting party’s reluctance to provide search

terms as a shield to defend its own inadequate search terms. “ Id.

Under the Court of Chancery Rules, the requesting party serves document

requests. The responding party bears the obligation to design and implement a

reasonable process that will lead to the production of relevant evidence. The

responding party has unique access to and knowledge of its own data environment,

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and the responding party’s attorneys can work with their clients. The responding

party must figure out how to obtain the information covered by the requests by

identifying relevant custodians, developing a collection process, and determining how

to identify responsive documents (which may include using search terms or more

advanced methods). Demanding that the requesting party identify custodians and

propose search terms represents an improper effort by the responding party to offload

their discovery obligations onto the requesting party. And if the requesting party

offers up terms, the result represents the worst in “Go Fish” searching.13

That does not mean the requesting party cannot help. Nor does it mean that

the responding party should develop its own protocol without conferring with the

requesting party. Although the American legal system involves an adversarial

process, discovery requires cooperation and transparency. “Candor and fair-dealing

are, or should be, the hallmark of litigation and require attributes of those who resort

to the judicial process. The rules of discovery demand no less.” E.I. DuPont de

Nemours & Co. v. Fla. Evergreen Foliage, 744 A.2d 457, 461 (Del. 1999). “When

parties are transparent, they can cooperate to address problems without judicial

13 See Da Silva Moore v. Publicis Group & MSL Group, 287 F.R.D. 182, 190–

91 (S.D.N.Y. 2012) (“In too many cases, however, the way lawyers choose key words
is the equivalent of the child’s game of ‘Go Fish.” (citing Ralph C. Lose, Child’s Game
of “Go Fish” is a Poor Model for e-Discovery Search, Adventures in Electronic
Discovery 209–10 (2011)); see also William A. Gross Constr. Assocs., Inc. v. Am. Mfrs.
Mut. Ins. Co., 256 F.R.D. 134, 134 (S.D.N.Y. 2009) (“This Opinion should serve as a
wake-up call . . . about the need for careful thought, quality control, testing, and
cooperation with opposing counsel in designing search terms or ‘keywords’ to be used
to produce emails or other electronically stored information.”).

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involvement.” In re ExamWorks Gp., Inc. S’holder Appraisal Litig., 2018 WL 1008439,

at *6 (Del. Ch. Feb. 21, 2018). As officers of the court, “attorneys can find solutions to

keep a case on track and prepare the matter for decision. Attorneys shirk their

obligations to the court and make matters worse when they fail to communicate with

the other side[.]” Id. Notably, the attorney’s duty as an officer of the court always

“takes precedence over the interests of the client because officers of the Court are

obligated to represent these clients zealously within the bounds of both the positive

law and the rules of ethics.” In re Abbott, 925 A.2d 482, 487–88 (Del.2007) (internal

quotation marks omitted).

Embarking on empirically and informationally blind negotiations over search

terms will rarely be an effective way to proceed. See WorkCo, Inc. v. Liquifi, Inc., 2025

WL 1168234, at *3–4 (Del. Ch. Apr. 21, 2025). Nor do terms that generate more hits

necessary result in more responsive information. Id.

One good way to start is by discussing the categories of information that the

requesting party wants. There may be several different requests that touch on a

particular category, but a shared understanding of the topic at issue can offer a

superior foundation for building a discovery plan. See id. at *4. With a shared

understanding of the topics, a responding party can develop a search plan designed

to obtain the information sought using a combination of techniques, including

metadata searches, sampling, and technology assisted review. Id. at *5. Searches

tailored by category can often generate better results, more efficiently, than a single

broad collection. Id. A cooperative discovery effort also requires that the producing

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party share details about the search and culling techniques that were applied and

provide related metrics, including search set volumes and test results relating to the

effectiveness of the searches. Id. WorkCo provides a concrete example of how parties

can use sampling and testing to collect documents in a cost-effective and efficient

way.

The Company’s objections to burdensomeness are overruled. By separate

order, the court will appoint Tara Emory, an experienced discovery professional, as a

discovery facilitator to help the parties design and implement a reasonable discovery

protocol. That effort will include determining an appropriate time period for

production, which may include different time periods for different types of

information.

B. The Duty To Prepare A Privilege Log

The next dispute is over privilege. Under Rule 26(b)(1) “[p]arties may obtain

discovery into any matter, not privileged, which is relevant to the subject matter

involved in the pending action.” Like other discovery objections, “[t]he burden of

establishing that otherwise discoverable information is privileged rests ‘on the party

asserting the privilege.’” Mechel Bluestone, Inc. v. James C. Justice Companies, Inc.,

2014 WL 7011195, at * 4 (Del. Ch. Dec. 12, 2014) (collecting authorities).

[A] bare allegation that information and documents are protected from
discovery by . . . privilege is insufficient without making more
information available . . .. It is incumbent on one asserting the privilege
to make a proper showing that each of the criteria [underlying the
privilege] exist[s] . . .. A proper claim of privilege requires a specific

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designation and description of the documents within its scope as well as
precise and certain reasons for preserving their confidentiality.14

The party asserting the privilege must provide “sufficient facts as to bring the

identified and described document within the narrow confines of privilege.” Mechel

Bluestone, 2014 WL 7011195, at * 4 (quoting Int’l Paper, 63 F.R.D. at 94); accord

Thermo Fisher Sci. PSG Corp. v. Arranta Bio MA, LLC, 2023 WL 300150, at *2 (Del.

Ch. Jan. 18, 2023) (“[The party asserting privilege] must provide precise and certain

reasons why privilege applies for each document over which privilege is claimed.”

(cleaned up)).

To meet its burden, a party asserting privilege typically prepares a privilege

log. Mechel Bluestone, 2014 WL 7011195, at *4. At a minimum, a privilege log must

identify

(a) the date of the communication, (b) the parties to the communication
(including their names and corporate positions), (c) the names of the
attorneys who were parties to the communication, and (d) [a description
of] the subject of the communication sufficient to show why the privilege
applies, as well as [the issue to which] it pertains.... With regard to this
last requirement, the privilege log must show sufficient facts as to bring
the identified and described document within the narrow confines of the
privilege.

Id. “The requirements for preparing a satisfactory log under Delaware law are

‘readily established and easily available.’” Thermo Fisher, 2023 WL 300150, at *2

14 Int'l Paper Co. v. Fibreboard Corp., 63 F.R.D. 88, 93–94 (D. Del. 1974)
(internal citations omitted); accord Sokol Hldgs., Inc. v. Dorsey & Whitney, LLP, 2009
WL 2501542, at *8 (Del. Ch. Aug. 5, 2009); Deutsch v. Cogan, 580 A.2d 100, 107 (Del.
Ch. 1990); Reese v. Klair, 1985 WL 21127, at *5 (Del. Ch. Feb. 20, 1985).

22
(quoting Klig v. Deloitte LLP, 2010 WL 3489735, at *5 (Del. Ch. Sept. 7, 2010)

(TRANSCRIPT)).

The Company argues it does not need to produce a privilege log because

“[p]laintiff has yet to meet the threshold requirement of showing his requests are

reasonable and SLWM is required to produce documents and information.” Opp. at 7.

For the reasons stated above, the Company’s objections are largely boilerplate and

overruled. The Company needs to start working on a log so that it can be produced

promptly.

III. CONCLUSION

Wright’s motion to compel is granted. Because the Company’s objections were

not substantially justified, Wright is entitled to the expenses (including attorneys’

fees) incurred pursuing the motion. That natural consequence forces the Company to

internalize the burdens that its improper objections created. If the parties cannot

agree on an amount, Wright will file a short motion to quantify the amount of the fee

award, supported by a Rule 88 affidavit.

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