LyricFind, Inc. v. Musixmatch, S.p.A. et al

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United States District Court
Northern District of California
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
LYRICFIND, INC.,
Plaintiff,
v.
MUSIXMATCH, S.P.A., et al.,
Defendants.
Case No. 25-cv-02265-JSC
ORDER RE: MANAGING AGENT
DISCOVERY DISPUTE JOINT
LETTER
Re: Dkt. No. 186, 187-1
LyricFind contends Defendants violated United States and California antitrust laws by
orchestrating an exclusive agreement between music lyric servicer Musixmatch and music
publisher Warner Chappell Music. (Dkt. No. 143 ¶¶ 1, 7, 39.) Pending before the Court is a
discovery dispute joint letter regarding LyricFind’s 30(b)(1) deposition notice to several
Musixmatch European employees. (Dkt. Nos. 186, 187-1.) After carefully considering the
parties’ written submissions, the Court concludes oral argument is not required, see N.D. Cal. Civ.
L.R. 7-1(b), and DENIES LyricFind’s motion to compel.
DISCUSSION
“Only a party to litigation may be compelled to give testimony pursuant to a notice of
deposition; non-party witnesses must be subpoenaed.” Elasticsearch, Inc. v. floragunn GmbH,
No. 19-cv-05553-YGR(AGT), 2021 WL 1753796, *1 (N.D. Cal. May 4, 2021). A deposition
notice, issued pursuant to Federal Rules of Civil Procedure 30(b)(1), may be used to compel the
deposition of a party corporation’s “officer, director or managing agent.” See id.; see also Sali v.
Corona Reg’l Med. Ctr., 884 F.3d 1218, 1222 n.4 (9th Cir. 2018) (noting that an exception to the
rule that non-parties must be served with a Rule 45 deposition subpoena applies to a party
corporation’s “officers, directors, and managing agents”).
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United States District Court
Northern District of California
LyricFind seeks to compel by Rule 30(b) notice the depositions of four European
Musixmatch employees: Donagh O’Malley, Natalie Williams, Pierpaolo Di Panfilo, and Arianna
Fazio. “Foreign nationals who qualify as managing agents of a party may be subject to deposition
pursuant to notice.” Int'l Swimming League, Ltd. v. Fed'n Internationale de Natation, No. 18-CV-
07393-JSC, 2021 WL 629493, at *1 (N.D. Cal. Jan. 13, 2021) (cleaned up). LyricFind contends
each is a Musixmatch managing agent. Defendants deny any is a managing agent; so, argues
Defendants, LyricFind must utilize the Hague Convention procedures to obtain their testimony—a
process they will not contest. (Dkt. No. 186 at 7.)
LyricFind, as the party moving to compel the depositions through notice, bears the burden
of proving each proposed deponent is a Musixmatch managing agent. See Nationstar Mortg., LLC
v. Flamingo Trails No. 7 Landscape Maint. Ass'n, 316 F.R.D. 327, 333 (D. Nev. 2016). The
Federal Rules of Civil Procedure do not include a “managing agent” definition; and the Ninth
Circuit has not weighed in either. District courts often apply the following factors:
(1) whether the individual is invested with general powers allowing
him to exercise judgment and discretion in corporate matters;
(2) whether the individual can be relied upon to give testimony, at his
employer’s request, in response to the demand of the examining party;
(3) whether any person or persons are employed by the corporate
employer in positions of higher authority than the individual
designated in the area regarding which information is sought by the
examination;
(4) the general responsibilities of the individual respecting the matters
involved in the litigation.
Int'l Swimming League, 2021 WL 629493, at *1.
Donagh O’Malley and Natalie Williams. Mr. O’Malley is Musixmatch’s Head of
Business Development and Ms. Williams is Head of Partnerships. While their titles sound like
managing agents, the record does not support that finding. Musixmatch’s general counsel’s
testimony demonstrates these two witnesses do not have power to exercise judgment and
discretion in corporate matters. (Dkt. No. 187-3 ¶¶ 3, 4.) Further, Musixmatch’s CEO Massimo
Ciociola and Co-President Rio Caraeff are in positions of higher authority; indeed, both proposed
deponents report to Mr. Caraeff. (Id.) The exhibits LyricFind cites do not contradict the
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testimony; instead, they merely show these witnesses may have knowledge of facts relevant to the
litigation. But that is not the managing agent test; otherwise, all corporate employees with
relevant testimony would be deemed managing agents.
Pierpaolo Di Panfilo. Mr. Di Panfilo is Musixmatch’s Vice President of Product. Here,
too, the record does not support a managing agent finding. Once again, LyricFind shows he may
have testimony relevant to an issue in the case, but its cited exhibits do not contradict the
testimony showing his lack of authority. And, Mr. Di Panfilo reports to Musixmatch Co-President
and Chief Product Officer Marco Paglia.
Arianna Fazo. Ms. Fazo is Musixmatch’s Head of Royalty Intelligence. She, like Mr.
O’Malley and Ms. Williams, reports to Mr. Caraeff. LyricFind has not demonstrated she is a
managing agent for the same reasons as the others.
One other observation. Some courts suggest that the burden on the party seeking to
establish managing agent status is “modest” and that doubts should be resolved in favor of
ordering the deposition. See, e.g., Nationstar Mortg., LLC, 316 F.R.D. at 333. The Court is not
sure that legal principle should apply when the proposed deponents are foreign nationals. See
Richmark Corp. v. Timber Falling Consultants, 959 F.2d 1468, 1474 (9th Cir. 1992). But, even
applying that lenient standard, LyricFind has not met its modest burden on this limited record.
CONCLUSION
LyricFind’s motion to compel is DENIED. The denial is without prejudice to LyricFind
renewing its motion if new evidence emerges; for example, depositions of Musixmatch’s officers
supports managing agent status for any of these proposed deponents. But, if LyricFind wants to
ensure these depositions, it should immediately commence the Hague Convention process.
This Order disposes of Docket No. 186.
IT IS SO ORDERED.
Dated: October 8, 2026
JACQUELINE SCOTT CORLEY
United States District Judge
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