Isix IP LLC v. Boomi, Inc. ( 2022 )

IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF TEXAS WACO DIVISION ISIX IP LLC, Plaintiff, vs. Civil Action No. 6:22-cv-275-ADA BOOMI, LP, BOOMI, INC., DELL JURY TRIAL DEMANDED TECHNOLOGIES INC., AND DELL INC., Defendants. ORDER On this day, the Court heard Defendants Boomi, LP’s and Boomi, Inc.’s (collectively, “Boomi”) motion for a protective order, submitted via email pursuant to the Court’s Order Governing Proceedings. The parties’ positions regarding the dispute and the requested relief are given in the following chart: Issue Defendants’ Position Plaintiff’s Position Topic No. 3: This topic seeks information irrelevant This is not about perusing a [Boomi Stock to the issue of improper venue raised in 300-page agreement at a Purchase Boomi’s motion to transfer, and is deposition. Isix identified Agreement] Stock vastly overbroad. key provisions of the SPA Purchase that are relevant to the venue Agreement by and The nearly 300-page Stock Purchase question, but Boomi refused. between Bayshore Agreement (SPA) was an agreement Holdings 2021, between third-party Bayshore Holdings A threshold question in this L.P. and Dell 2021, L.P. and Dell Technologies Inc. case, which Boomi Technologies Inc. that led to the sale of Boomi by Dell in inexplicably refuses to October 2021 – six months before this answer, is whether the current Issue Defendants’ Position Plaintiff’s Position suit was filed. Significantly, Boomi is Boomi entity has any liability not party to the Stock Purchase for infringing Isix’s Agreement. Accordingly, any patent. All accused acts of information relating to this Stock infringement occurred while Purchase Agreement is irrelevant to the Boomi was integrated in Dell improper venue dispute before the and operated from the Boomi Court as it sheds no light on whether offices on the Dell campus in Boomi has a regular and established Round Rock. Isix has asked place of business in this district. Boomi whether Dell is solely liable for its own acts when Isix alleges that this deposition Boomi was part of the discovery is needed to explore a joint company or, under the SPA, agency theory between Boomi and Dell Boomi assumed all of Dell’s for which there is no basis. Through liability. Boomi has been extensive venue discovery, Plaintiff has unwilling to answer that basic already received the SPA, Boomi’s question, so Isix intends to sales agreements with Dell, and the take discovery about that closing documents from the sale of issue and how it may be Boomi by Dell Technologies in affected by the terms of the 2021. Boomi has further agreed to SPA. produce a witness to testify about the nature of the business relationship A second reason the topic is between Boomi and Dell, the roles appropriate for venue played by Dell and Boomi with regards discovery is that certain terms to the sales of the Boomi accused of the SPA establish a joint product to customers, and the degree (if enterprise, which means for any) of control exercised by Boomi venue purposes that the situs over Dell with regards to the sales of of that joint enterprise here in Boomi accused product as of the filing Central Texas supports date of the Complaint. Despite having venue. The SPA is an the agreements and an offer of express agreement between testimony about the nature of the Dell and Boomi for a relationship between Dell and Boomi, common purpose, provides a Plaintiff seeks, through this topic, to shared pecuniary interest in find out what acts Boomi has marketing the Boomi undertaken to comply with any software, and provides for a obligations pursuant to the SPA that shared voice in the direction Boomi never negotiated or signed. of their enterprise. See, Akamai Techs., Inc. v. During the meet and confer, Plaintiff Limelight Networks, Inc., 797 broadened this Topic beyond the nearly F.3d at 1020, 1023 (Fed. Cir. 300-page SPA to sweep in any acts 2015). For example, under Boomi and Dell have each undertaken the SPA, Boomi must provide Issue Defendants’ Position Plaintiff’s Position pursuant to 6 additional agreements that funding for Dell to reimburse are ancillary to the SPA. Regarding Dell for the cost of Dell any contractual “obligations,” those hiring resources to handle answers are found in the agreements, Dell’s business regarding not deposition testimony. And what Boomi’s products. Evidence acts Boomi has undertaken to comply of Boomi’s actual conduct in with any provisions of these 6 compliance with the SPA and agreements (1) raises privilege issues Boomi’s shared control and regarding what acts were necessary obligations to Dell in the under those agreements and (2) is far context of their joint too broad in scope, as Isix also refuses enterprise are directly to limit this Topic to activities related relevant to venue. to the accused products or to identify any particular portions it may be Finally, that the SPA is interested in any of these six voluminous does not support agreements. Asking a witness to the issuance of a protective prepare with respect to hundreds of order. “Even if the pages of contracts and comment on documents are voluminous whether Boomi and Dell have complied and the review of these with or are in breach of their documents would be commitments is far too burdensome, burdensome, the deponents particularly given its lack of relevance are still required to review to venue. them in order to prepare themselves to be Lead counsel for the parties met and deposed.” Calzaturficio conferred on this issue on August 26, S.C.A.R.P.A. v. Fabiano Shoe 2022. Co., Inc., 201 F.R.D. 33, 37 (D. Mass. 2001). Relief: Protective Order that “Plaintiff Isix IP LLC cannot depose a witness on Relief: Deny the Requested Topic No. 3: [Boomi Stock Purchase Relief Agreement] Stock Purchase Agreement by and between Bayshore Holdings 2021, L.P. and Dell Technologies Inc.” Having considered the parties’ submissions, argument, and the record in this case, the Court denies Defendant Boomi’s motion for a protective order regarding Plaintiff’s Rule 30(b)(6) Topic Number 3 [Boomi Stock Purchase Agreement] Stock Purchase Agreement by and between Bayshore Holdings 2021, L.P. and Dell Technologies, Inc. The Court ORDERS that Plaintiff provide to Boomi the discrete areas on which Isix intends to question the witness consisting of a very specific and pointed list of topics down to the categorical question level.The questioning shall be limited to Topic No. 3, specifically (1) identification of “Shared Contracts” as defined in the Stock Purchase Agreement, to the extent any exist, and the business conducted with them and revenue shared; (2) the resources that Boomi provides to Dell and that Dell provides to Boomi in support of the “Shared Contracts” as defined in the Stock Purchase Agreement; (3) services Boomi received from Dell under the Transition Services Agreement, to the extent any exist, and (4) conduct of Dell and Boomi in furtherance of their business under the Agreements. The Court further ORDERS Boomi to provide one or more witnesses for deposition to testify as to those specific topics. Such deposition will be limited to those specific topics, and Plaintiff’s deposition time for these topics shall not exceed 2 hours and 49 minutes. IT IS FURTHER ORDERED, that Plaintiff’s deadline to file its opposition to Defendant’s motion for improper venue and transfer (ECF 17) shall be one week after the conclusion of the Boomi deposition, and the remaining deadlines will be adjusted accordingly. SO ORDERED this 22nd day of September 2022. Ae T. < Ld UNITED STATES MAGISTRATE JUDGE 15034224 .6