Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Eagle Air Med Corp. v. Sentinel Air Medical Alliance

United States District Court, D. Utah, Central Division

December 3, 2018

EAGLE AIR MED CORPORATION, a Utah Corporation, and VALLEY MED FLIGHT INC., a North Dakota Corporation, Plaintiffs
v.
SENTINEL AIR MEDICAL ALLIANCE, a Wyoming Limited Liability Company, JEFFREY FRAZIER, an individual, and DOES 1 through 10, Defendants.

          Tena Campbell, Judge

          MEMORANDUM DECISION AND ORDER GRANTING IN PART AND DENYING IN PART DEFENDANTS' CROSS-MOTIONS FOR SANCTIONS AGAINST PLAINTIFFS (ECF NO. 178)

          EVELYN J. FURSE, UNITED STATES MAGISTRATE JUDGE

         Defendants Sentinel Air Medical Alliance, LLC and Jeffrey Frazier (collectively “Sentinel”) filed a Cross-Motion for Sanctions Against Plaintiffs (“Motion”) seeking sanctions for Eagle Air Med Corporation (“Eagle”) and Valley Med Flight Inc.'s (“Valley”) withholding of documents responsive to its Requests for Production 9 and 10. (Defs.' Cross-Mot. for Sanctions Against Pls. (“Mot.”), ECF No. 178.)

REQUEST NO. 9
Produce all documents, including financial statements, that show Plaintiffs' operational costs. Included in this request are all documents containing all data relied upon or referred to in preparing all such financial documents, which shall include, without limitation, data relating to aircraft leasing expense, maintenance expense, fuel costs, insurance expense, and all other expense categories that affect Your cost structure.
REQUEST NO. 10
Produce all documents, including financial statements, that show Plaintiffs' expenses.

(Def. Sentinel Air Medical Alliance, LLC's 1st Set of Interrogs., Requests for Production of Docs., and Requests for Admission to Plaintiffs 12-13, ECF No. 178-1.) Both of these requests seek documents that show Eagle and Valley's operational costs and expenses.

         A. Base-level Estimates & Company-level Forecasts Prepared for Sale.

         Sentinel argues Eagle and Valley should have produced base-level estimates and company-level forecasts created by AMRG for Wells Fargo estimating the costs and expenses for Eagle, Valley, and the five other companies owned by Joe Hunt based on aggregate costs and expenses of all of the bases under these two requests. (Mot. 9, ECF No. 178; Anderson Dep., 11:10-20; 71:19-73:16; 98:19-100:19, ECF No. 178-6; Dorman Dep., 75:1-81:5, ECF No. 186-4.) These forecasts and estimates do not reflect the operational costs and expenses of Eagle and Valley but rather the cost and expenses of all of Mr. Hunt's companies divided between all of the bases in an attempt to estimate base cost and expenses, which the companies did not track. (Anderson Dep., 71:19-73:16, ECF No. 178-6; Dorman Dep., 75:1-81:5, ECF No. 186-4.) Therefore, the base-level estimates and company-level forecasts created for Wells Fargo fall outside the documents requested by either Request Nos. 9 or 10.

         B. Quality of Earnings Reviews

         Sentinel also argues Eagle and Valley inappropriately withheld quality of earnings reviews performed by KPMG of all of Mr. Hunt's companies to assist in their sale. (Mot. 9-10, ECF No. 178; Anderson Dep., 109:5-23, 142:25-143:6, ECF No. 178- 6; Anderson Dep., 88:17-89:7, ECF No. 188-1.) To prepare the quality of earnings review, AMRG's CFO provided revenue and expense numbers for all of the entities to KPMG. (See Anderson Dep., 138:18-139:1 (explaining she provided revenue and expense numbers on Valley to KPMG), 143:20-25 (explaining she would have had to provide “all this information” to the buyer had the buyer done a quality of earnings review), ECF No. 178-6.) AMRG's CFO is also Eagle and Valley's CFO. (Anderson Dep., 10:2-11:1.) Certainly Requests Nos. 9 and 10 call for all of the documentation provided to KPMG regarding Eagle and Valley. Sentinel does not claim that Eagle and Valley failed to produce those documents. However, Sentinel does claim Eagle and Valley should have produced the portions of the quality of earnings reviews that pertained to Eagle and Valley. (Mot. 10, ECF No. 178.) These documents fall squarely within Request Nos. 9 and 10.

         Eagle and Valley contend they never had these quality of earnings reviews in their possession. (Pls.' Opp'n to Defs.' Cross-Mot. for Sanctions (“Opp'n”) 7, ECF No.186.) Rule 34, however, requires production of documents not just in a party's possession but also in a party's custody or control. Fed.R.Civ.P. 34(a)(1). Courts interpret “control” to include “the right, authority, or ability to obtain the documents.” Super Film, Inc. v. UCB Films, Inc., 219 F.R.D. 649, 651 (D. Kan. 2004) (quoting Comeau v. Rupp, 810 F.Supp. 1127, 1166 (D. Kan. 1992)); see also Landry v. Swire Oilfield Svs., L.L.C., 323 F.R.D. 360, 382 (D.N.M. 2018) (“[I]f a person, corporation, or a person's attorney or agent can pick up a telephone and secure the document, that individual or entity controls it.”). Because AMRG's CFO also served as Eagle and Valley's CFO, Eagle and Valley had knowledge that KPMG created these documents. Further, the sale for which KPMG created these documents included the sale of Eagle and Valley, not just the sale of AMRG. Thus, KPMG created the documents, in part, for their benefit. Further, as noted above, to complete the quality of earnings reviews for Eagle and Valley, KPMG needed to review Eagle and Valley's documents. The Court cannot imagine that Eagle and Valley had no right to request copies of the quality of earnings reviews that pertain to their companies since they were created for their benefit, with their documents, with the assistance of their CFO, at the request of their owner. In fact, Eagle and Valley do not assert they lacked custody or control over these documents. Thus Eagle and Valley should have produced these documents in response to Sentinel's document requests. To the extent Eagle and Valley have any Quality of Earnings reviews pertaining to them that they have not yet produced, the Court ORDERS their production within fourteen (14) days of this Order.

         C. ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.