1 2 3 4 UNITED STATES DISTRICT COURT 5 NORTHERN DISTRICT OF CALIFORNIA 6 SAN JOSE DIVISION 7 8 KJ-PARK, LLC, Case No. 23-cv-02346-VKD
9 Plaintiff, ORDER RE MARCH 13, 2024 10 v. DISCOVERY DISPUTE RE PLAINTIFF'S DOCUMENT 11 MATCH GROUP, LLC, et al., REQUESTS 12 Defendants. Re: Dkt. No. 77
13 14 Plaintiff KJ-Park, LLC (“KJ-Park”), defendants Match Group, LLC and Match Group, Inc. 15 (collectively, “Match”), and non-party Jones Lange LaSalle Americas, Inc. (“JLL”) ask the Court 16 to resolve a dispute concerning KJ-Park’s efforts to obtain discovery of information relating to 17 Match leasing alternative space. Dkt. No. 77. The Court finds this dispute suitable for decision 18 without oral argument. See Civil L.R. 7-1(b). 19 For the reasons explained below, the Court sustains Match’s and JLL’s objections to KJ- 20 Park’s document requests. 21 I. BACKGROUND 22 In the operative complaint, KJ-Park claims that Match breached a lease agreement and a 23 guaranty concerning a building located at 2555 Park Boulevard in Palo Alto, California. See Dkt. 24 No. 72. Match denies KJ-Park’s claims and asserts several affirmative defenses, including the 25 affirmative defenses of “unliteral mistake” and “mutual mistake.” See Dkt. No. 76 at 6-7. JLL is 26 Match’s real estate broker. See Dkt. No. 77-1 at ECF 3; Dkt. No. 77-2 at ECF 3. The Court has 27 federal diversity jurisdiction, pursuant to 28 U.S.C. § 1332. 1 19 by subpoena to JLL. Dkt. Nos. 77-1, 77-2, and 77-3. KJ-Park asks Match to produce: 2 1) “All communications” between Match and any other person regarding its “decision to 3 lease space in San Francisco instead of the [2555 Park Boulevard premises] in 2019” 4 (RFPs 24-27); 5 2) A copy of Match’s lease for 116 New Montgomery Street, Suite 700, in San Francisco 6 (RFP 33); 7 3) “All letters of intent” relating to Match’s “interest in any other commercial properties 8 to lease in 2019 other than the [2555 Park Boulevard premises]” (RFP 34); and 9 4) “Any marketing brochures or fliers” for other space Match was “interested in leasing in 10 2019 other than the [2555 Park Boulevard premises]” (RFP 35). 11 KJ-Park asks JLL to produce “all communications” with Match relating to the office space at 116 12 New Montgomery Street in San Francisco, Match’s decision to lease alternative space in San 13 Francisco in 2019, and the process for finding alternative space in San Francisco in 2019 (RFPs 14 17-19). 15 KJ-Park says that these document requests seek information relevant to its breach of 16 contract claims and to Match’s affirmative defenses of unilateral and mutual mistake. Dkt. No. 77 17 at 2-4. Match and JLL refuse to produce responsive documents responsive, asserting that these 18 requests seek to uncover Match’s subjective motivations for terminating the lease and are 19 therefore irrelevant. Id. at 7-9. 20 II. LEGAL STANDARD 21 A party may obtain discovery of any non-privileged matter that is relevant to a claim or 22 defense and that is “proportional to the needs of case, considering the importance of the issues at 23 stake in the action, the amount in controversy, the parties’ relative access to relevant information, 24 the parties’ resources, the importance of the discovery in resolving the issues, and whether the 25 burden or expense of the proposed discovery outweighs its likely benefit.” Fed. R. Civ. P. 26 26(b)(1). Information need not be admissible in evidence to be discoverable. Id. 27 Federal Rule of Civil Procedure 45 governs discovery of non-parties by subpoena. The 1 under Rule 26(b). Beaver Cnty. Employers Ret. Fund v. Tile Shop Holdings, Inc., No. 3:16-mc- 2 80062-JSC, 2016 WL 3162218, at *2 (N.D. Cal. June 7, 2016) (citing Fed. R. Civ. P. 45 advisory 3 comm. note to 1970 amendment); Fed. R. Civ. P. 34(a). 4 III. DISCUSSION 5 KJ-Park’s principal argument is that the documents it seeks are relevant to Match’s third 6 affirmative defense, asserting “unilateral mistake,” and fourth affirmative defense, asserting “mutual 7 mistake.” See Dkt. No. 2-3. In its answer, Match alleges that KJ-Park’s breach of contract claims “are 8 barred on the ground of [unilateral and/or mutual] mistake, because . . . Defendants were under the 9 mistaken impression when they entered into the Lease that Defendants could use the entirety of the 10 premises that were the subject of the Lease for offices.” Dkt. No. 76 at 6-7. Match further alleges 11 that it was unaware that “the City of Palo Alto took the position that the City’s Retail Preservation 12 Ordinance precluded Defendants from lawfully using the ground floor of the Premises for offices. 13 Not only did the Lease expressly state that the premises would be used entirely for offices, but the 14 Lease expressly prohibited the use of any portion of the premises for retail purposes.” Id. at 7. 15 Match also alleges that it would not have entered into the lease or the lease guarantee if it had 16 known it could not lawfully use the entire premises exclusively as office space. Id. at 6, 7. KJ- 17 Park argues that it is entitled to discover “information that contradicts Match’s assertion that it 18 made a mistake with regard to the parties’ Lease.” Dkt. No. 77 at 3. 19 Match and JLL respond that KJ-Park “fails to articulate how the . . . discovery has any 20 logical bearing whatsoever on whether either party was mistaken on any fact or law related to the 21 Retail Ordinance.” Id. at 8. They argue that whether Match discussed alternative spaces with JLL 22 or anyone else is irrelevant to KJ-Park’s breach of contract claims. Id. at 8-9. 23 In this action, the parties dispute whether KJ-Park fulfilled its contractual obligation to 24 deliver the premises in the required condition as of the date specified in the lease agreement, and 25 whether Match was permitted to terminate the lease and properly did so pursuant to the lease 26 terms. Match is correct that as a general matter its motive or intent in terminating the lease is not 27 relevant for purposes of liability or damages for breach of contract. See Applied Equip. Corp. v. 1 distinguish between good and bad motives for breaching a contract.”); see also Alki Partners, LP 2 v. DB Fund Servs., LLC, 4 Cal. App. 5th 574, 597 (Cal. Ct. App. 2016) (“A party’s purported 3 motive to breach a contract is not relevant to the issue of whether there has been a breach. If 4 failing to communicate with investors was not otherwise a breach of contract, there was no breach 5 even if [the contracting party’s] failure to communicate with investors stemmed from a bad 6 motive, greed, or other self-interest.”). However, Match has chosen to assert affirmative defenses 7 of unilateral or mutual mistake. The mistake in question is the belief (by Match and/or by both 8 parties) that no ordinance of the City of Palo Alto prevented use of the ground floor of the 9 premises as office space, and specifically that the City’s Retail Preservation Ordinance did not 10 require that the ground floor be used for retail purposes. Match contends that it would not have 11 entered into the lease or the guarantee but for this mistake.1 12 The Court agrees with KJ-Park that it is entitled to discovery of the bases for Match’s 13 affirmative defenses of mistake, including the veracity of the allegations made in support of those 14 defenses.
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1 2 3 4 UNITED STATES DISTRICT COURT 5 NORTHERN DISTRICT OF CALIFORNIA 6 SAN JOSE DIVISION 7 8 KJ-PARK, LLC, Case No. 23-cv-02346-VKD
9 Plaintiff, ORDER RE MARCH 13, 2024 10 v. DISCOVERY DISPUTE RE PLAINTIFF'S DOCUMENT 11 MATCH GROUP, LLC, et al., REQUESTS 12 Defendants. Re: Dkt. No. 77
13 14 Plaintiff KJ-Park, LLC (“KJ-Park”), defendants Match Group, LLC and Match Group, Inc. 15 (collectively, “Match”), and non-party Jones Lange LaSalle Americas, Inc. (“JLL”) ask the Court 16 to resolve a dispute concerning KJ-Park’s efforts to obtain discovery of information relating to 17 Match leasing alternative space. Dkt. No. 77. The Court finds this dispute suitable for decision 18 without oral argument. See Civil L.R. 7-1(b). 19 For the reasons explained below, the Court sustains Match’s and JLL’s objections to KJ- 20 Park’s document requests. 21 I. BACKGROUND 22 In the operative complaint, KJ-Park claims that Match breached a lease agreement and a 23 guaranty concerning a building located at 2555 Park Boulevard in Palo Alto, California. See Dkt. 24 No. 72. Match denies KJ-Park’s claims and asserts several affirmative defenses, including the 25 affirmative defenses of “unliteral mistake” and “mutual mistake.” See Dkt. No. 76 at 6-7. JLL is 26 Match’s real estate broker. See Dkt. No. 77-1 at ECF 3; Dkt. No. 77-2 at ECF 3. The Court has 27 federal diversity jurisdiction, pursuant to 28 U.S.C. § 1332. 1 19 by subpoena to JLL. Dkt. Nos. 77-1, 77-2, and 77-3. KJ-Park asks Match to produce: 2 1) “All communications” between Match and any other person regarding its “decision to 3 lease space in San Francisco instead of the [2555 Park Boulevard premises] in 2019” 4 (RFPs 24-27); 5 2) A copy of Match’s lease for 116 New Montgomery Street, Suite 700, in San Francisco 6 (RFP 33); 7 3) “All letters of intent” relating to Match’s “interest in any other commercial properties 8 to lease in 2019 other than the [2555 Park Boulevard premises]” (RFP 34); and 9 4) “Any marketing brochures or fliers” for other space Match was “interested in leasing in 10 2019 other than the [2555 Park Boulevard premises]” (RFP 35). 11 KJ-Park asks JLL to produce “all communications” with Match relating to the office space at 116 12 New Montgomery Street in San Francisco, Match’s decision to lease alternative space in San 13 Francisco in 2019, and the process for finding alternative space in San Francisco in 2019 (RFPs 14 17-19). 15 KJ-Park says that these document requests seek information relevant to its breach of 16 contract claims and to Match’s affirmative defenses of unilateral and mutual mistake. Dkt. No. 77 17 at 2-4. Match and JLL refuse to produce responsive documents responsive, asserting that these 18 requests seek to uncover Match’s subjective motivations for terminating the lease and are 19 therefore irrelevant. Id. at 7-9. 20 II. LEGAL STANDARD 21 A party may obtain discovery of any non-privileged matter that is relevant to a claim or 22 defense and that is “proportional to the needs of case, considering the importance of the issues at 23 stake in the action, the amount in controversy, the parties’ relative access to relevant information, 24 the parties’ resources, the importance of the discovery in resolving the issues, and whether the 25 burden or expense of the proposed discovery outweighs its likely benefit.” Fed. R. Civ. P. 26 26(b)(1). Information need not be admissible in evidence to be discoverable. Id. 27 Federal Rule of Civil Procedure 45 governs discovery of non-parties by subpoena. The 1 under Rule 26(b). Beaver Cnty. Employers Ret. Fund v. Tile Shop Holdings, Inc., No. 3:16-mc- 2 80062-JSC, 2016 WL 3162218, at *2 (N.D. Cal. June 7, 2016) (citing Fed. R. Civ. P. 45 advisory 3 comm. note to 1970 amendment); Fed. R. Civ. P. 34(a). 4 III. DISCUSSION 5 KJ-Park’s principal argument is that the documents it seeks are relevant to Match’s third 6 affirmative defense, asserting “unilateral mistake,” and fourth affirmative defense, asserting “mutual 7 mistake.” See Dkt. No. 2-3. In its answer, Match alleges that KJ-Park’s breach of contract claims “are 8 barred on the ground of [unilateral and/or mutual] mistake, because . . . Defendants were under the 9 mistaken impression when they entered into the Lease that Defendants could use the entirety of the 10 premises that were the subject of the Lease for offices.” Dkt. No. 76 at 6-7. Match further alleges 11 that it was unaware that “the City of Palo Alto took the position that the City’s Retail Preservation 12 Ordinance precluded Defendants from lawfully using the ground floor of the Premises for offices. 13 Not only did the Lease expressly state that the premises would be used entirely for offices, but the 14 Lease expressly prohibited the use of any portion of the premises for retail purposes.” Id. at 7. 15 Match also alleges that it would not have entered into the lease or the lease guarantee if it had 16 known it could not lawfully use the entire premises exclusively as office space. Id. at 6, 7. KJ- 17 Park argues that it is entitled to discover “information that contradicts Match’s assertion that it 18 made a mistake with regard to the parties’ Lease.” Dkt. No. 77 at 3. 19 Match and JLL respond that KJ-Park “fails to articulate how the . . . discovery has any 20 logical bearing whatsoever on whether either party was mistaken on any fact or law related to the 21 Retail Ordinance.” Id. at 8. They argue that whether Match discussed alternative spaces with JLL 22 or anyone else is irrelevant to KJ-Park’s breach of contract claims. Id. at 8-9. 23 In this action, the parties dispute whether KJ-Park fulfilled its contractual obligation to 24 deliver the premises in the required condition as of the date specified in the lease agreement, and 25 whether Match was permitted to terminate the lease and properly did so pursuant to the lease 26 terms. Match is correct that as a general matter its motive or intent in terminating the lease is not 27 relevant for purposes of liability or damages for breach of contract. See Applied Equip. Corp. v. 1 distinguish between good and bad motives for breaching a contract.”); see also Alki Partners, LP 2 v. DB Fund Servs., LLC, 4 Cal. App. 5th 574, 597 (Cal. Ct. App. 2016) (“A party’s purported 3 motive to breach a contract is not relevant to the issue of whether there has been a breach. If 4 failing to communicate with investors was not otherwise a breach of contract, there was no breach 5 even if [the contracting party’s] failure to communicate with investors stemmed from a bad 6 motive, greed, or other self-interest.”). However, Match has chosen to assert affirmative defenses 7 of unilateral or mutual mistake. The mistake in question is the belief (by Match and/or by both 8 parties) that no ordinance of the City of Palo Alto prevented use of the ground floor of the 9 premises as office space, and specifically that the City’s Retail Preservation Ordinance did not 10 require that the ground floor be used for retail purposes. Match contends that it would not have 11 entered into the lease or the guarantee but for this mistake.1 12 The Court agrees with KJ-Park that it is entitled to discovery of the bases for Match’s 13 affirmative defenses of mistake, including the veracity of the allegations made in support of those 14 defenses. But the requests at issue do not seek communications reflecting Match’s awareness or 15 understanding of the City of Palo Alto’s retail ordinance or its applicability to the premises, and it 16 is not clear how Match’s efforts to lease alternative space in San Francisco in 2019 have any 17 bearing on whether either or both parties were mistaken about the retail ordinance at the time they 18 entered into the lease agreement or the guarantee. 19 KJ-Park’s other arguments are not persuasive. It argues that the document requests “relate 20 directly to the issue of whether [KJ-Park] performed under the Parties’ lease and whether Match 21 breached the contract by terminating and refusing to take possession of the Premises.” Dkt. No. 22 77 at 3. KJ-Park speculates that “[i]n its discussions regarding its decision to lease office space as 23 an alternative to the Premises, it is likely that Match and [its] brokers discussed the alleged defects 24 with the Premises while considering its other leasing options.” Id. at 4. While KJ-Park may be 25 entitled to discovery of Match’s communications regarding alleged defects in the premises, the 26 1 Match does not state whether there was a mistake of fact, see Cal. Civ. Code § 1577, a mistake of 27 law, see Cal. Civ. Code § 1578, or both. See Harris v. Rudin, Richman & Appel, 95 Cal. App. 4th 1 requests at issue do not seek any such communications, but instead seek communications about a 2 different subject matter—Match’s efforts to lease alternative space in San Francisco. 3 Additionally, KJ-Park argues that the document requests seek information relevant to the 4 credibility of Match’s trial witnesses, on the theory that responsive documents may contain 5 information that “contradict[s] or cast[s] doubt on Match’s witnesses’ assertions that the Premises 6 was not delivered in the proper condition, or that the retail ordinance justified Match’s termination 7 of the lease,” and might reveal “efforts [Match] took to create pretextual grounds for terminating 8 the lease.” Id. To the extent KJ-Park seeks information showing Match’s bad motive or intent in 9 terminating the lease, this information is not relevant to its breach of contract claim. KJ-Park 10 suggests that it nevertheless should be permitted to obtain this discovery because it may reveal that 11 a witness was untruthful about the “real” reason for terminating the lease and may therefore lead 12 to the discovery of admissible evidence relating to the witness’s credibility. KJ-Park cites no 13 authority for the proposition that a party may obtain discovery of irrelevant subject matter solely 14 for the purposes of developing evidence relating to credibility. The case on which KJ-Park relies, 15 United States v. Hankey, 203 F.3d 1160 (9th Cir. 2000), concludes that evidence of a witness’s 16 bias and motivation to lie in support of a fellow gang member is admissible to impeach the 17 witness’s trial testimony. 203 F.3d at 1171. Hankey does not stand for the proposition that a party 18 may obtain discovery of otherwise irrelevant subject matter in the hopes of demonstrating that a 19 witness has been untruthful about that matter, or that such evidence of untruthfulness would be 20 admissible at trial; Hankey concerns the admissibility at trial of evidence of bias or coercion 21 bearing on a witness’s credibility. See, e.g., United States v. Ray, 731 F.2d 1361, 1364 (9th Cir. 22 1984) (distinguishing between bias and untruthfulness); Rackley v. Anderson, No. 04-cv-141- 23 BLG-RFC, 2006 WL 8435694, at *2 (D. Mont. June 26, 2006) (distinguishing between bias and 24 irrelevant subject matter having no bearing on witness credibility). KJ-Park’s document requests 25 are not directed to evidence of bias or coercion. 26 IV. CONCLUSION 27 Because KJ-Park has not shown that the documents it seeks are relevant to any claim or 1 defense, the Court sustains Match’s and JLL’s objections on those grounds. 2 IT IS SO ORDERED. 3 || Dated: April 17, 2024 4 5 Virginia K. DeMarchi 6 United States Magistrate Judge 4 8 9 10 11 12
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