Ignite Spirits, Inc. v. Consulting by AR, LLC

District Court, D. Nevada·Decided August 11, 2022·No. 2:21-cv-01590·Unknown

Opinion

1 UNITED STATES DISTRICT COURT

2 DISTRICT OF NEVADA

3 * * *

4 IGNITE SPIRITS, INC., a Wyoming Case No. 2:21-cv-01590-JCM-EJY corporation, 5 ORDER Plaintiff, 6 v. 7 CONSULTING BY AR, LLC, a Florida 8 limited liability company; Does I through X, inclusive; and Roe Business Entities I through 9 X, inclusive,

10 Defendants.

12 Consulting by AR, LLC,

13 Counterclaim Plaintiff,

14 v.

15 IGNITE SPIRITS, INC. (f/k/a Ignite Beverages, Inc.); IGNITE 16 INTERNATIONAL LTD.; and IGNITE INTERNATIONAL BRANDS, LTD., 17 Counterclaim Defendant. 18 19 Pending before the Court is Defendant/Counterclaim Plaintiff Consulting by AR, LLC’s 20 Motion to Compel Forensic Examination of Dan Bilzerian’s Cellular Phone and Computer/Tablet.1 21 ECF No. 70. The Court has considered the Company’s Motion, Non-Party Dan Bilzerian’s Response 22 in Opposition to the Motion (ECF No. 93), and the Company’s Reply (ECF No. 98). The Court has 23 also reviewed the Motion to Supplement filed by the Company (ECF No. 109) and the Response 24 thereto (ECF No. 114). 25 I. Relevant Background 26 Despite questionable testimony by Dan Bilzerian during his deposition suggesting he was 27 never served with the subpoena duces tecum that pertains to the issues underlying this Motion, the 1 credible evidence shows the Company served the subpoena on Mr. Bilzerian that included seven 2 topics.2 ECF No. 71-2 at 2-13. No objection to the subpoena was made. 3 It is undisputed that Mr. Bilzerian is the Chairman and CEO of Ignite International Brands 4 (“Ignite Brands”), a publicly traded company, and the sole Director of Ignite International Ltd. 5 (“Ignite International”). ECF No. 93 at 5. Mr. Bilzerian is further alleged to be “a well-known 6 internet celebrity.” Id. 7 At Mr. Bilzerian’s deposition, taken on April 5, 2022, he claimed not to know how one of 8 the subsidiaries of Ignite Brands is structured, whether he is a director of Ignite International or what 9 title, if any, he held with Ignite Spirits. ECF No. 72-1 at 86-87. In addition to Mr. Bilzerian’s lack 10 of knowledge given his admitted very senior roles with two of the three entities named in this dispute, 11 when asked who schedules board meetings for Ignite Brands, Mr. Bilzerian invoked the Fifth 12 Amendment. Id. at 72-74. When asked if the Ignite Brands board of directors met at all in 2021, 13 there was discussion regarding whether Mr. Bilzerian would invoke the Fifth Amendment. Id. at 75. 14 Thereafter, Mr. Bilzerian confirmed he would invoke his Fifth Amendment right if asked what 15 “generally is discussed” regarding the various Ignite entities at board meetings. Id. at 90.3 When 16 Mr. Bilzerian was shown Exhibit 6 to his deposition, a “Management Discussion and Analysis for 17 the three and nine months ended September 30, 2021, and 2020,” which he recognized as a public 18 filing, he again invoked the Fifth Amendment when asked if he authorized his signature on the 19 document. Id. at 107-110. 20 With respect to the Letter Agreement facially between the Company and Ignite Spirits, Mr. 21 Bilzerian testified and confirmed he thought it was a “shit deal,” as was the “deal” with Resorts 22 World, LLC, a new casino-resort on the Las Vegas Strip. Id. at 111-12. It is the Letter Agreement 23 and “deal” with Resorts World that underlie this entire dispute. ECF No. 1. When asked why 24 “Ignite” would publicly disclose a deal it thought was so bad, Mr. Bilzerian invoked his Fifth 25 2 Dan Bilzerian’s father is Paul Bilzerian. Dan Bilzerian is referred to in this Order as Mr. Bilzerian. To the 26 extent his father comes up, he will be referred to as Paul Bilzerian. 3 During the deposition, the Company asked Mr. Bilzerian: “So how the board meetings are called or scheduled 27 is an area that you’re going to invoke the Fifth Amendment; is that accurate?” Mr. Bilzerian answered “Yes.” The Company next asked: “What all is discussed at board meetings generally is a subject matter that you would invoke the 1 Amendment rights. Id. at 113. Mr. Bilzerian also invoked the Fifth Amendment when asked if it 2 was his father, Paul Bilzerian, who authorized the signature on the Letter Agreement. Id. at 114; see 3 also id. at 199. 4 When asked about a press release dated December 21, 2021, titled “Ignite Announces Stock 5 Option Grants and Issuance of Convertible Debentures,” Mr. Bilzerian invoked his Fifth 6 Amendment rights. Id. at 114-15. He did so again when asked if he read the press release before it 7 went public. Id. at 123. When asked what David Bell, an unpaid consultant for “Ignite” did for the 8 companies, Mr. Bilzerian invoked the Fifth Amendment. Id. at 116, 120; see also id. at 184, 200. 9 When asked what advice Paul Bilzerian provides to Ignite Brands, Mr. Bilzerian invoked the Fifth 10 Amendment. Id. at 121-22. Mr. Bilzerian invoked the Fifth Amendment when asked if Paul 11 Bilzerian could bind Ignite Brands to deals. Id. at 183. 12 The above summary provides contextual background to the Court and its determination of 13 whether Mr. Bilzerian was compliant with his obligation to search for documents responsive to the 14 Company’s subpoena seeking Mr. Bilzerian’s communications with Paul Bilzerian and David Bell. 15 See ECF No. 71-2 (the subpoena duces tecum) at 13 seeking documents and communications 16 between Mr. Bilzerian and David Bell and between Mr. Bilzerian and Paul Bilzerian. In fact, a 17 review of Mr. Bilzerian’s deposition transcript, in light of the breadth of the dispute in this case, with 18 which the Court and parties are fully familiar, leads the Court to be concerned that a reasonably 19 thorough search for responsive documents was not done. This concern deepens when the Court 20 considers the number of documents produced by the Company supporting the contention that Mr. 21 Bilzerian did not produce all that is in his possession, custody or control responsive to the unobjected 22 to subpoena duces tecum. ECF Nos. 70 at 5; 98 at 6. Indeed, it is uncontested that Mr. Bilzerian 23 produced eleven messages between himself and Alan Richardson (the sole member and manager of 24 the Company), and no messages between himself and Paul Bilzerian, David Bell or John Schaefer. 25 ECF No. 70 at 5. 26 Mr. Bilzerian also does not contest the fact that Paul Bilzerian participated in preparation of 27 Ignite Spirits, Ignite International, and Ignite Brands’ designated 30(b)(6) witness. ECF No. 70 at 1 Bilzerian to search for responsive documents. That individual, Jason Verona, was not provided a 2 copy of the subpoena in which the documents requested were identified, was not provided 3 information necessary to do a proper search (such as email addresses or phone numbers), and did his 4 search without being provided access to Mr. Bilzerian’s cell phone. Id. at 8-9. Mr. Verona has no 5 experience with forensic searches and had no understanding of how to enter queries when searching 6 for information responsive to a subpoena request. Id. 7 Ultimately, at his deposition, Mr. Verona was improperly advised not to answer questions 8 based on an unproduced, alleged non-disclosure agreement about which Mr. Verona had no 9 substantive knowledge. Id. at 7-8 (citing Hologram USA, Inc. v. Pulse Evolution Corp., Case No. 10 2:14-cv-00772-GMN-NJK, 2016 WL 3353935, at *2 (D. Nev. June 10, 2016) (internal citation 11 omitted). Mr. Bilzerian does not mention or respond to the Company’s presentation regarding Mr. 12 Verona; instead, Mr. Bilzerian simply states that Mr. Verona, among others, “provided documents 13 and participated in discovery.” ECF No. 93 at 6. 14 The totality of the information presented to the Court, and largely uncontested by Mr. 15 Bilzerian in his Response to the Company’s Motion, demonstrates there is a serious question 16 regarding whether a thorough search for responsive documents was made. In response to the 17 Company’s Motion, Mr.

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Ignite Spirits, Inc. v. Consulting by AR, LLC, (D. Nev. 2022).

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