Lesnik v.Eisenmann SE

Opinion

8 UNITED STATES DISTRICT COURT

9 NORTHERN DISTRICT OF CALIFORNIA 10 SAN JOSE DIVISION 11

12 UNITED STATES OF AMERICA, ex rel. Case No. 16-CV-01120-LHK GREGOR LESNIK; STJEPAN PAPES, 13 Plaintiffs, ORDER GRANTING IN PART AND DENYING IN PART MOTION TO 14 v. COMPEL ENFORCEMENT OF SETTLEMENT 15 EISENMANN SE, et al., 16 Defendants. 17 18 Plaintiffs Gregor Lesnik and Stjepan Papes (“Plaintiffs”) bring this motion to compel 19 enforcement of a settlement agreement and for sanctions against settling defendants Eisenmann 20 Corporation, Eisenmann SE, Eisenmann Anlagenbau Verwaltung GmbH, and Eisenmann 21 Anlagenbau GmbH & Co. KG. ECF No. 532 (“Mot.”). Having considered the parties’ briefing, 22 the relevant law, and the record in this case, the Court GRANTS in part and DENIES in part 23 Plaintiffs’ motion to compel enforcement of settlement and DENIES Plaintiffs’ request for 24 sanctions. 25 I. BACKGROUND 26 A. Pre-Settlement Background 27 1 1 Defendant Eisenmann Corporation is a manufacturer of specialized paint shop equipment. 2 See Third Amended Complaint, ECF No. 269 (“TAC”), at ¶ 213. Eisenmann Corporation had 3 relationships with a number of manufacturing entities, including Tesla, Inc. (“Tesla”), to perform 4 construction work related to Eisenmann Corporation’s equipment. TAC at ¶ 70. The third 5 amended complaint alleges that Eisenmann Corporation, to fulfill these agreements, would hire an 6 array of subcontractors who would then provide the laborers necessary to complete the equipment 7 installation. TAC at ¶ 84, 107. The third amended complaint names a number of these 8 subcontractors as defendants, including Defendant ISM Vuzem d.o.o. (“Vuzem”). TAC at ¶ 9. 9 Although all of the work described in the third amended complaint occurred in the United 10 States, Vuzem did not use American workers. Instead, the third amended complaint alleges that 11 Vuzem and the other subcontractor defendants hired workers internationally. For example, to help 12 install a paint shop at a Tesla facility in Fremont, California, Vuzem hired Plaintiff Gregor Lesnik, 13 a resident of Slovenia, and Plaintiff Stjepan Papes, a resident of Croatia. Id. at ¶¶ 1–2, 60, 111, 14 213. 15 The procedural background of this case is lengthy and largely unrelated to the instant 16 motion. The relevant details are as follows. Plaintiffs filed the complaint initiating this suit on 17 March 7, 2016. ECF No. 1. Plaintiffs subsequently filed an amended complaint, ECF No. 20, a 18 second amended complaint, ECF No. 28, and a third amended complaint, ECF No. 269. In each 19 complaint, Plaintiffs named as Defendants Eisenmann Corporation and three Eisenmann entities 20 based in Germany, Eisenmann SE, Eisenmann Anlagenbau Verwaltung GmbH, and Eisenmann 21 Anlagenbau GmbH & Co. KG (collectively, “Eisenmann German Entities”). See, e.g., TAC at ¶¶ 22 4–8. The Eisenmann German Entities made special appearances to challenge service of process 23 and never made full appearances. ECF Nos. 229, 421. Plaintiffs also named a number of other 24 defendants, including Tesla. TAC at ¶ 19. 25 B. Settlement Agreement 26 A settlement conference was held on January 17, 2020 before United States Magistrate 27 2 1 Judge Virginia K. DeMarchi. ECF No. 450. The appearing parties were Plaintiffs Lesnik and 2 Papes; Defendant Tesla; and Defendant Eisenmann Corporation on behalf of both Eisenmann 3 Corporation and the Eisenmann German Entities. Mot. at 3–4. 4 During the January 17, 2020 settlement conference, the appearing parties reached a 5 confidential settlement agreement. ECF No. 450. The appearing parties signed a Material Term 6 Sheet at the settlement conference, setting out the terms of the settlement. ECF No. 534-1, at 21 7 (“Ex. 001”); Mot. at 4. 8 The parties subsequently signed a final Confidential Settlement Agreement and General 9 Release of Claims (“Settlement Agreement”), which formalized the terms of the parties’ 10 agreement from the settlement conference and Material Term Sheet. This Settlement Agreement 11 clarified the further obligations of Eisenmann Corporation and Tesla, including final discovery 12 obligations. See ECF No. 534-1, at 29 (“Ex. 003”). The section of the Settlement Agreement that 13 outlines the settling defendants’ further discovery obligations states in relevant part: 14 8. Discovery. Defendants will search for and produce: 15 a. (Eisenmann Corporation and Tesla) Documents and/or information sufficient to identify the names, last known addresses, and existing 16 time-in / time-out logs of Vuzem workers at Tesla’s factory in Fremont, CA. 17 b. (Eisenmann Corporation only) Documents and/or information 18 sufficient to identify the names of Eastern European workers from Vuzem and other remaining named defendants at worksites of the 19 dismissed defendants (BMW, Volkswagen, Volvo Cars, Mercedes, John Deere, and Dicastal North America) in the United States, to the 20 extent such information is in Eisenmann’s possession, custody, or control. Eisenmann will search for and produce records from the time 21 period 2006 to January 17, 2020: 22 i. Visa invitation letters; 23 ii. Purchase orders to subcontractor defendants for work on specific locations; 24 iii. “Records” or logs identifying individuals employed by the 25 remaining named defendants at worksites of the dismissed defendants (BMW, Volkswagen, Volvo Cars, Mercedes, John Deere, and 26 Dicastal North America) in the United States. “Records” includes any copies of visas, passports, and I-9 Forms that exist. 27 3 1 Id. at 5. The settling parties then filed a joint stipulation for dismissal of all claims and 2 counterclaims against Defendants Eisenmann Corporation and Tesla, and the specially appearing 3 Eisenmann German Entities. ECF No. 483, at 2. The stipulation also requested that the Court 4 retain jurisdiction to enforce compliance with the parties’ Settlement Agreement. Id. The Court 5 granted the parties’ stipulation on March 6, 2020. ECF No. 484. 6 C. Compliance with the Settlement Agreement 7 The parties dispute the details of the production of documents that Eisenmann Corporation 8 has made in accordance with the terms of the Settlement Agreement. Plaintiffs allege that 9 Eisenmann Corporation produced documents on February 10, 2020 and February 11, 2020. Mot. 10 at 4. Eisenmann Corporation alleges that it produced documents on February 3, 2020, February 11 10, 2020, and February 11, 2020. Opp. at 3. 12 Eisenmann Corporation alleges that it has produced “invitation letters on Eisenmann 13 Corporation and ISM Vuzem letterhead; copies of visas issued to subcontractor employees 14 entering the United States on B1/B2 visas to work on Eisenmann USA projects; purchase orders 15 issued by Eisenmann USA to subcontractors.” Id. Eisenmann Corporation also alleges that it has 16 produced “a chart listing the names and last known addresses of individuals employed by ISM 17 Vuzem who either worked at Tesla’s Fremont facility or were designated to work there.” Id. 18 Finally, Eisenmann Corporation alleges that “[r]ather than produce hundreds of pages of purchase 19 orders—all of which contained identical standard terms—Eisenmann USA produced a single 20 purchase order with a spreadsheet detailing additional purchase order dates and descriptions and 21 summarizing the information that varied from one order to another.” Id. Eisenmann alleges that it 22 has “searched e-mail archives, purchasing databases, project files, and project-specific servers to 23 find responsive documents.” Id. 24 After Eisenmann Corporation produced these documents, Plaintiffs identified various 25 deficiencies to Eisenmann Corporation’s counsel in response to Eisenmann Corporation’s 26 production of documents. Opp. at 4. Plaintiffs asserted that Eisenmann Corporation had not 27 4 1 “produced all visa invitation letters; produced all visa records and I-9 forms; produced various 2 other documents identifying foreign workers at Tesla and other locations; or provided a complete 3 list of individuals working for ISM Vuzem.” Id. at 4. Eisenmann Corporation responded by 4 explaining that it could only “produce information in its possession, custody, and control,” and 5 that it had met its obligations under the terms of the Settlement Agreement. Id. 6 Plaintiffs subsequently asserted that Eisenmann Corporation possessed a range of records 7 that Eisenmann Corporation had failed to produce, and Plaintiffs sent Eisenmann Corporation five 8 photographs of purported Vuzem timesheets from 2013, 2014, and 2015 that Eisenmann 9 Corporation had allegedly failed to produce. Id. at 4–5. Eisenmann Corporation responded by 10 asking for the basis of Plaintiffs’ contention that these documents were sent to Eisenmann 11 Corporation. Id. at 5. Subsequently, Plaintiffs identified five Eisenmann employees who 12 allegedly received these timesheets. Id. 13 Plaintiffs and Eisenmann Corporation continued to exchange intermittent correspondence 14 related to this dispute between March of 2020 and October of 2020. Id. at 5. Eisenmann 15 Corporation did not produce any further records. 16 On November 24, 2020, Plaintiffs filed the instant motion to compel enforcement of 17 settlement. ECF No. 532 (“Mot.”). In connection with the motion, Plaintiffs filed an 18 administrative motion to file under seal. ECF No. 533. On December 8, 2020, Eisenmann 19 Corporation filed an opposition. ECF No. 537 (“Opp.”). In connection with the opposition, 20 Eisenmann Corporation filed an administrative motion to file under seal. ECF No. 536. On 21 December 15, 2020, Plaintiffs filed a reply. ECF No. 538 (“Reply”). In connection with the 22 reply, Plaintiffs filed an administrative motion to file under seal. ECF No. 539. 23 II. LEGAL STANDARD 24 District courts have the inherent power to enforce a settlement agreement in an action 25 pending before it. See TNT Mktg., Inc. v. Aaresti, 796 F.2d 276, 278 (9th Cir. 1986). “The 26 moving party has the burden of demonstrating that the parties formed a legally enforceable 27 5 1 settlement agreement.” Woods v. Carey, 2015 WL 7282749, *4 (E.D. Cal. Nov. 18, 2015). “The 2 construction and enforcement of settlement agreements are governed by principles of local law 3 which apply to interpretation of contracts generally.” Jeff D. v. Andrus, 899 F.2d 753, 759 (9th 4 Cir. 1989). This is true even if the underlying cause of action is based upon a federal statute. 5 Woods, 2015 WL 7282749 at *4. Thus, the Court applies California law “regarding formation and 6 interpretation of contracts in determining whether a legally enforceable settlement agreement was 7 reached.” Id. The law favors construing settlements to be enforceable. Jeff D., 899 F.2d at 759. 8 III. DISCUSSION 9 The Court first addresses Plaintiffs’ argument that Defendants have failed to comply with 10 the terms of the Settlement Agreement. Second, the Court addresses Plaintiffs’ request for 11 attorney’s fees as sanctions against Defendants. 12 A. Enforcement of the Settlement Agreement 13 The parties do not dispute, and the Court finds, that the parties entered into a binding and 14 enforceable settlement agreement. Mot. at 4; Opp. at 3. The Settlement Agreement itself states 15 that the parties shall ask the Court to retain jurisdiction to enforce the Settlement Agreement. See 16 Ex. 003 at 6. Furthermore, when the Court granted the parties’ stipulation to voluntarily dismiss 17 all claims against settling defendants, the Court specifically noted that the Court would retain 18 jurisdiction to enforce the Settlement Agreement. ECF No. 484; see K.C. ex rel. Erica C. v. 19 Torlakson, 762 F.3d 963, 967 (9th Cir. 2014) (holding that where the district court “specifically 20 retained jurisdiction over the Settlement Agreement,” the court had jurisdiction to enforce the 21 agreement). The Court therefore has jurisdiction to enforce the terms of the Settlement 22 Agreement. Id. 23 The Court now turns to the Settlement Agreement provisions that Plaintiffs seek to 24 enforce. Plaintiffs argue that under the terms of the Settlement Agreement, the Eisenmann 25 Corporation and the Eisenmann German Entities are required to and have failed to produce: (1) “a 26 complete list with complete address information of Vuzem workers at Tesla, and for Vuzem 27 6 1 workers at BMW, Volkswagen, Volvo Cars, Mercedes, John Deere, and Dicastal North America 2 in the United States”; and (2) “a complete production of visa invitation letters, purchase orders, 3 visas, passports and I-9 forms.” Mot. at 1, 13. Eisenmann Corporation argues that it has fully 4 complied with the terms of the Settlement Agreement and produced all required documents under 5 its possession and control. Furthermore, Eisenmann Corporation argues that under the terms of 6 the Settlement Agreement only Eisenmann Corporation and Tesla are required to produce further 7 discovery, not the Eisenmann German Entities. Opp. at 12. The Court begins by addressing 8 which settling defendants are required to produce further discovery under the terms of the 9 Settlement Agreement. The Court then considers Plaintiffs’ requests for further production of 10 discovery. 11 1. Defendants Required to Produce Further Discovery 12 Plaintiffs argue that Eisenmann Corporation and the Eisenmann German Entities are 13 obligated under the terms of the Settlement Agreement to produce numerous documents outlined 14 in the Settlement Agreement. Mot. at 2. Plaintiffs further argue that Eisenmann Corporation and 15 the Eisenmann German Entities have failed to produce the required discovery under the terms of 16 the Settlement Agreement. 17 However, as Eisenmann Corporation rightly argues, the relevant section of the Settlement 18 Agreement, Paragraph 8.a.–8.c., states that “Eisenmann Corporation and Tesla” are required to 19 search for and produce further discovery. Ex. 003 at 5. Although the Eisenmann German Entities 20 are parties to the Settlement Agreement, the section of the Settlement Agreement that outlines 21 further discovery obligations does not list the Eisenmann German Entities as parties with further 22 discovery obligations. Id. As such, the section of the Settlement Agreement that outlines the 23 parties’ further obligations to produce discovery does not place any further discovery obligations 24 on the Eisenmann German Entities. 25 Furthermore, the Settlement Agreement states that “[t]he discovery described in Paragraph 26 8.a.–8.c. will constitute complete and final compliance with respect to the discovery requests and 27 7 1 subpoenas that have been issued to Defendants, and Plaintiffs will seek no additional discovery . . 2 . from Defendants and Defendants’ Released Parties.” Id. Paragraph 8.a.–8.c. provides only for 3 further discovery obligations for the Eisenmann Corporation and Tesla, not the Eisenmann 4 German Entities. Id. 5 As such, the clear language of the Settlement Agreement requires Eisenmann Corporation 6 to produce further discovery as outlined in Paragraph 8.a.–8.c. The Settlement Agreement does 7 not require the Eisenmann German Entities to produce any further discovery. Accordingly, the 8 Court construes Plaintiffs’ request to enforce the discovery obligations of the Settlement 9 Agreement against the Eisenmann Corporation, not the Eisenmann German Entities. 10 The Court now turns to Plaintiffs’ requests for further production of discovery under the 11 terms of the Settlement Agreement. Mot. at 8; Reply at 10.1 The Court addresses in turn the two 12 categories of further discovery that the Eisenmann Corporation is required to produce under the 13 terms of the Settlement Agreement. 14 2. Names and Information of Vuzem Workers at the Tesla Factory 15 Paragraph 8.a of the Settlement Agreement requires Eisenmann Corporation to search for 16 and produce “Documents and/or information sufficient to identify the names, last known 17 addresses, and existing time-in / time-out logs of Vuzem workers at Tesla’s factory in Fremont, 18 CA.” Ex. 003 at 5. 19 Eisenmann Corporation argues, and Plaintiffs do not dispute, that Eisenmann Corporation 20 21 1 Plaintiffs’ reply brief also raises various evidentiary objections to Defendant’s supporting 22 declarations attached to Defendant’s opposition brief. Reply at 1–3; see ECF No. 536-6 (“Bernay Decl.”); ECF No. 536-8 (“Fabris Decl.”). Plaintiffs seek to exclude the majority of the Bernay 23 Declaration without citing any legal basis, and Plaintiffs provide specific objections to only a limited portion of the declaration. Reply at 2. The Court does not rely on any portion of the 24 Bernay Declaration specifically objected to by Plaintiffs and therefore Plaintiffs’ objections are overruled as moot. Plaintiffs also seek to exclude the Fabris Declaration on the basis that 25 Plaintiffs’ “proffered evidence have shown that a purported custodian certification lacks trustworthiness.” Reply at 3. Plaintiffs’ alleged evidence that the declaration lacks 26 trustworthiness is that “full production” of documents under the Settlement Agreement has not been made. However, Plaintiffs provide no basis or citation for this claim. Accordingly, the 27 Court overrules Plaintiffs’ objection to the Fabris Declaration. 8 1 produced information previously provided to Eisenmann Corporation by Vuzem concerning 2 workers at the Tesla factory. Opp. at 11; Mot. at 7. The information that Eisenmann Corporation 3 produced included a list of Vuzem workers at Tesla, including the workers’ names and last known 4 addresses. Id. 5 Plaintiffs argue that Eisenmann Corporation’s “list did not identify the country [workers] 6 were from.” Mot. at 7. However, Paragraph 8.a of the Settlement Agreement does not require 7 Eisenmann Corporation to produce that information. Rather, Paragraph 8.a requires Eisenmann 8 Corporation to produce information sufficient to identify the workers’ names and “last known 9 addresses.” Ex. 003 at 5. Plaintiffs do not allege that Eisenmann Corporation has failed to 10 comply with that provision of the Settlement Agreement. 11 Accordingly, Eisenmann Corporation has complied with Paragraph 8.a of the Settlement 12 Agreement. 13 3. Documents and/or Information to Identify Eastern European Workers 14 Paragraph 8.b of the Settlement Agreement requires Eisenmann Corporation to search for 15 and produce the following records: 16 b. (Eisenmann Corporation only) Documents and/or information sufficient to identify the names of Eastern European workers from 17 Vuzem and other remaining named defendants at worksites of the dismissed defendants (BMW, Volkswagen, Volvo Cars, Mercedes, 18 John Deere, and Dicastal North America) in the United States, to the extent such information is in Eisenmann’s possession, custody, or 19 control. Eisenmann will search for and produce records from the time period 2006 to January 17, 2020: 20 i. Visa invitation letters; 21 ii. Purchase orders to subcontractor defendants for work on 22 specific locations; 23 iii. “Records” or logs identifying individuals employed by the remaining named defendants at worksites of the dismissed defendants 24 (BMW, Volkswagen, Volvo Cars, Mercedes, John Deere, and Dicastal North America) in the United States. “Records” includes any 25 copies of visas, passports, and I-9 Forms that exist. 26 Ex. 003 at 5. Accordingly, Paragraph 8.b requires Eisenmann Corporation to search for and 27 9 1 produce “[d]ocuments and/or information sufficient to identify the names of Eastern European 2 workers from Vuzem and other remaining named defendants at worksites of the dismissed 3 defendants . . . to the extent such information is in Eisenmann’s possession, custody, or control.” 4 Id. Sub-paragraphs i–iii list categories of records that Eisenmann Corporation will search for and 5 produce to comply with Paragraph 8.b. 6 Eisenmann Corporation argues that it has searched for and produced those documents that 7 it has in its “possession, custody, or control,” in compliance with Paragraph 8.b. Opp. at 7. 8 Plaintiffs argue that Eisenmann Corporation has produced both an incomplete list of Eastern 9 European workers and an incomplete production of responsive records. Mot. at 5. The Court 10 addresses these two arguments in turn. 11 a. List of Eastern European Workers 12 Plaintiffs argue that the list of workers produced by Eisenmann Corporation (1) did not 13 identify the country these workers were from, and (2) included only Vuzem workers from the 14 Tesla site. Mot. at 7. 15 First, Paragraph 8.b does not require Eisenmann Corporation to identify the country the 16 Eastern European works were from, only “[d]ocuments and/or information sufficient to identify 17 the names of Eastern European workers.” Ex. 003 at 5. Accordingly, Eisenmann Corporation is 18 not required to identify the country these workers are from. 19 Second, Plaintiffs argue that the list of workers provided by Eisenmann Corporation 20 included only Vuzem workers from the Tesla site and did not include workers from any other 21 subcontractor. Mot. at 7–8. Eisenmann Corporation’s subcontractors included Vuzem, HRID- 22 MONT d.o.o.; Gregurec Ltd; LB Metal d.o.o.; D2N Tehnologije d.o.o.; Mos Servis, d.o.o.; 23 Magna, d.o.o.; and We-Kr d.o.o. See TAC at ¶ 84. In opposition, Eisenmann Corporation argues 24 that prior to settlement, Eisenmann Corporation’s counsel “advised Plaintiffs that [Eisenmann 25 Corporation] did not know the identities of its subcontractors’ employees at worksites other than 26 Tesla.” Opp. at 8. Nevertheless, Eisenmann Corporation argues, Eisenmann Corporation “agreed 27 10 1 to produce related documents that might reveal the identities of subcontractors’ employees, 2 including visa invitation letters.” Id. at 8. Plaintiffs now argue that “Eisenmann has information 3 to provide a much more complete list.” Mot. at 8. Plaintiff’s argument lacks merit. 4 Paragraph 8.b of the Settlement Agreement requires Eisenmann Corporation to search for 5 and produce “[d]ocuments and/or information sufficient to identify the names of Eastern European 6 workers . . . to the extent such information is in Eisenmann’s possession, custody, or control.” Ex. 7 003 at 5. Eisenmann Corporation argues that it has produced all responsive documents that are in 8 its “possession, custody, or control,” and that it lacks a list of workers other than Vuzem’s workers 9 at the Tesla site. Opp. at 8. 10 In support of Plaintiffs’ argument that Eisenmann Corporation has information to provide a 11 more complete list of Eastern European workers, Plaintiffs cite a purchase order from 12 subcontractor defendant D2N Tehnologije d.o.o. (“D2N”), which states that worker timesheets 13 will be signed by “Eisenmann Site Management.” Mot. at 8; ECF No. 534-1, at 69 (“Ex. 10-A”). 14 Plaintiffs appear to argue that this language in the purchase order demonstrates that Eisenmann 15 Corporation has timesheets of D2N workers that Eisenmann Corporation has not produced. Id. 16 There are two deficiencies with this argument. 17 First, the purchase order is dated May 2, 2020, and Eisenmann Corporation is only 18 required by Paragraph 8.b of the Settlement Agreement to search for and produce records dating 19 from “2006 to January 17, 2020.” Ex. 003 at 5. Thus, even if this purchase order suggested that 20 Eisenmann Corporation had a list of timesheets from D2N workers from May 2, 2020 and could 21 use those timesheets to produce a more complete list of D2N workers, those timesheets would fall 22 outside of the 2006 to January 17, 2020 time period required by the Settlement Agreement. 23 Second, Plaintiffs point to nothing in the purchase order itself that indicates that 24 Eisenmann Corporation received copies of, or retained, the timesheets in question. Thus, the mere 25 fact that “Eisenmann Site Management” signed timesheets does not mean that Eisenmann 26 Corporation has custody of those timesheets. Plaintiffs fail to offer any evidence that suggests that 27 11 1 Eisenmann Corporation has such timesheets in its possession, custody, or control. 2 Accordingly, Plaintiffs have failed to provide evidence that Eisenmann Corporation has a 3 more complete list of Eastern European workers that it has failed to produce in accordance with 4 the terms of the Settlement Agreement. 5 The Court now turns to Eisenmann Corporation’s production of other responsive records 6 under Paragraph 8.b of the Settlement Agreement. 7 b. Other Responsive Records 8 Finally, Plaintiffs argue that Eisenmann Corporation has failed to produce a number of 9 responsive records that Eisenmann Corporation has in its possession, custody, or control, 10 including (1) visa invitation letters; (2) purchase orders to subcontractor defendants; and (3) other 11 “records,” including I-9 Forms, visas, and passports. Mot. at 8. 12 Plaintiffs argue that Eisenmann Corporation is obligated to produce all visa invitation 13 letters, purchase orders, passports, visas, and I-9 Forms that Eisenmann Corporation has in its 14 possession, custody, or control. Mot. at 8; Reply at 11–12. Eisenmann Corporation argues that it 15 is not required to produce all visa invitation letters, purchase orders, passports, visas, and I-9 16 Forms that Eisenmann Corporation has in its possession, custody, or control. Rather, under 17 Paragraph 8.b, Eisenmann Corporation is required to search for and produce “[d]ocuments and/or 18 information sufficient to identify the names of Eastern European workers from Vuzem and other 19 remaining named defendants at worksites of the dismissed defendants . . . .” Ex. 003, at 5 20 (emphasis added). As such, Eisenmann Corporation argues, it is only required to produce 21 documents, including visa invitation letters, purchase orders, passports, visas, and I-9 Forms, to 22 the extent those documents are necessary to “identify the names of Eastern European workers 23 from Vuzem and other remaining named defendants at worksites of the dismissed defendants.” Id; 24 Opp. at 8–10. 25 The Court acknowledges that there is some ambiguity in the language of the Settlement 26 Agreement on this point. Paragraph 8.b states “Eisenmann will search for and produce records 27 12 1 from the time period 2006 to January 17, 2020,” and then lists as sub-paragraphs three categories 2 of documents: (i) visa invitation letters; (2) purchase orders to subcontractor defendants; and (iii) 3 records or logs identifying individuals employed by the remaining named defendants, including 4 any copies of visas, passports, and I-9 Forms that exist.” Ex. 003 at 5. Read in isolation, that 5 portion of Paragraph 8.b and its sub-paragraphs suggest that Eisenmann Corporation must produce 6 all documents from that time period that fall into one of those categories. 7 However, Paragraph 8.b begins by stating that Eisenmann Corporation will search for and 8 produce “[d]ocuments and/or information sufficient to identify the names of Eastern European 9 workers from Vuzem and other remaining named defendants at worksites of the dismissed 10 defendants . . .” Id. When Paragraph 8.b is read as a whole, visa invitation letters, purchase 11 orders, and other records are the “documents and/or information” that Eisenmann Corporation 12 must search for and produce “sufficient to identify the names of Eastern European workers from 13 Vuzem and other remaining named defendants at worksites of the dismissed defendants . . .” Id. 14 If the Court were to ignore this qualifier and find that Eisenmann Corporation must produce all 15 documents identified in Sub-Paragraphs i–iii, then the qualifier “sufficient to identify the names of 16 Eastern European workers” would be superfluous. Under California contract law, the Court is 17 obligated to read the Settlement Agreement as a whole and give every provision effect if possible. 18 See Shine v. Williams-Sonoma, Inc., 233 Cal. Rptr. 3d 676, 684 (Ct. App. 2018) (“As with any 19 contract, the language of a settlement agreement must be viewed in its entirety, and, if possible, 20 every provision must be given effect.”). 21 Accordingly, under the terms of the Settlement Agreement, Eisenmann Corporation must 22 produce visa invitation letters, purchase orders, and other records only to the extent they help to 23 identify the names of Eastern European workers from Vuzem and other remaining named 24 defendants at worksites of the dismissed defendants. 25 Plaintiffs do not argue specifically that Eisenmann Corporation has failed to produce any 26 documents that meet this qualification. In fact, Plaintiffs ignore altogether Eisenmann 27 13 1 Corporation’s argument that Eisenmann Corporation’s obligation to produce responsive 2 documents is limited by this qualifying language in Paragraph 8.b. Rather, Plaintiffs seek 3 production of all visa welcome letters, purchase orders, passports, visas, and I-9 Forms that 4 Eisenmann Corporation has in its possession, custody, and control. See Reply. 9–11. The 5 Settlement Agreement does not compel the blanket production of these documents. Therefore, the 6 Court will not order Eisenmann Corporation to produce documents that Eisenmann Corporation is 7 not compelled to produce under the terms of the Settlement Agreement. 8 For example, Defendant has already produced some visa invitation letters. Mot. at 5. 9 Plaintiffs now seek the production of all visa invitation letters in Defendant’s possession, custody, 10 or control, regardless of whether those visa invitation letters help to identify the names of Eastern 11 European workers that are not otherwise identified in other produced documents. Mot. at 8. As 12 Defendant correctly argues, the Settlement Agreement does not require a blanket production of all 13 visa invitation letters. Opp. at 8. Rather, it requires the production of visa invitation letters 14 “sufficient to identify the names of Eastern European workers from Vuzem and other remaining 15 named defendants at worksites of the dismissed defendants . . .” Ex. 003, at 5 (emphasis added). 16 Defendant argues that it has produced all visa invitation letters that meet this qualification. Opp. 17 at 8. Thus, Plaintiffs are not entitled to a blanket production of all visa invitation letters. 18 However, Plaintiffs request two specific productions of documents under the terms of the 19 Settlement Agreement that the Court finds are appropriate in part. The Court addresses these two 20 specific requests in turn. 21 i. Vuzem Timesheets 22 First, Plaintiffs argue that they have identified five Eisenmann Corporation employees who 23 allegedly received timesheets from Vuzem. Reply at 11. Plaintiffs assert that they informed 24 Eisenmann Corporation of the identify of these employees so that Eisenmann Corporation could 25 search specifically for these Vuzem timesheets. Id. Eisenmann Corporation’s counsel 26 acknowledges that Plaintiffs’ counsel provided the names of these five Eisenmann employees. 27 14 1 ECF No. 536-6, at ¶ 22 (“Bernay Decl.”). Eisenmann Corporation’s counsel further alleges that 2 he informed Plaintiffs’ counsel that he would “relay the names of these individuals to [Eisenmann 3 Corporation].” Id. However, Eisenmann Corporation does not clarify in either of the declarations 4 submitted with its opposition brief whether it performed a search for these specific timesheets 5 using the information provided by Plaintiffs. See ECF No. 536-8, at ¶ 12; ECF No. 536-6, at ¶ 22. 6 Eisenmann Corporation is obligated under the terms of the Settlement Agreement to search 7 for these Vuzem timesheets. Thus, the Court may enforce the Settlement Agreement and require 8 Eisenmann Corporation to comply with Paragraph 8.B. See Hernandez v. Mayorga, 2018 WL 9 1964678, at *2 (N.D. Cal. Apr. 26, 2018) (“A court may order compliance with a settlement 10 agreement in light of evidence of a party’s non-compliance.”). 11 However, if Eisenmann Corporation has the timesheets in its possession, it is obligated to 12 produce them to Plaintiffs only if the timesheets identify the names of Eastern European workers 13 from Vuzem that Eisenmann Corporation has not already identified in its previous production of 14 documents to Plaintiffs. This is because Paragraph 8.b only requires Eisenmann Corporation to 15 produce documents and information “sufficient to identify the names of Eastern European workers 16 from Vuzem and other remaining named defendants at worksites of the dismissed defendants . . . 17 .” Ex. 003, at 5 (emphasis added). Therefore, the Court orders Eisenmann Corporation to search 18 for and produce (if required by Paragraph 8.b) the relevant Vuzem timesheets within fourteenth 19 (14) days of the Court’s Order. 20 ii. Purchase Order Documents 21 Second, both parties acknowledge that rather than produce each relevant purchase order 22 that Eisenmann Corporation has in its possession, Eisenmann Corporation produced “a single 23 purchase order with a spreadsheet detailing additional purchase order dates and descriptions and 24 summarizing the information that varied from one order to another.” Opp. at 3; Mot. at 8. 25 Plaintiffs argue that Eisenmann Corporation is obligated under the terms of the Settlement 26 Agreement to produce each purchase order, rather than a sample purchase order with a spreadsheet 27 15 1 summarizing the differences. Reply at 12. 2 Paragraph 8.b requires Eisenmann Corporation to search for and produce “[p]urchase 3 orders to subcontractor defendants for work on specific locations,” not a chart summarizing the 4 differences between the relevant purchase orders. Ex. 003, at 5. Therefore, Eisenmann 5 Corporation must produce the relevant purchase orders themselves, not a chart summarizing the 6 content of the purchase orders. See Hernandez, 2018 WL 1964678, at *2 (“A court may order 7 compliance with a settlement agreement in light of evidence of a party's non-compliance.”). 8 However, Eisenmann Corporation must produce only those purchase orders that help to 9 identifying the names of Eastern European workers as outlined by Paragraph 8.b of the Settlement 10 Agreement. This is because Paragraph 8.b only requires Eisenmann Corporation to produce 11 documents and information “sufficient to identify the names of Eastern European workers from 12 Vuzem and other remaining named defendants at worksites of the dismissed defendants . . . .” Ex. 13 003, at 5 (emphasis added). 14 Accordingly, the Court orders Eisenmann Corporation to produce to Plaintiffs the purchase 15 orders that meet this qualification within fourteen days (14) of the Court’s Order. 16 Finally, the Court notes that with the exception of Plaintiffs’ two specific requests for 17 further production of documents, Plaintiffs’ motion to compel enforcement of settlement is 18 overbroad in its request for further production of documents. 19 B. Request for Sanctions 20 Plaintiffs also move for sanctions pursuant to Federal Rules of Civil Procedure 11, 26(g), 21 and 37, and alleged that Eisenmann Corporation has pursued a litigation position after it became 22 apparent that the position was devoid of merit. Mot. at 10. Specifically, Plaintiffs argue that 23 Eisenmann Corporation’s failure to comply with the Settlement Agreement is unreasonable. Mot. 24 at 10. Plaintiffs also argue that Eisenmann Corporation’s refusal to comply with the Settlement 25 Agreement has “multiplie[d] the proceedings in [this] case unreasonably and vexatiously,” in 26 violation of 28 U.S.C. § 1927. Id. at 9. Plaintiffs’ request for sanctions lacks merit for two 27 16 1 reasons. 2 First, Plaintiffs have failed to comply with Civil Local Rule 7–8(a), which requires “any 3 motion for sanctions, regardless of the sources of authority invoked” to “be separately filed.” 4 Civil Local Rule 7–8(a). Moreover, the Court finds that Eisenmann Corporation’s conduct with 5 respect to its obligations under the terms of the Settlement Agreement is not unreasonable or 6 vexatious. In fact, as the Court found above, Plaintiff’s motion to compel enforcement of 7 settlement is overbroad. As such, Eisenmann Corporation’s conduct does not warrant the 8 imposition of sanctions. 9 Accordingly, the Court DENIES Plaintiffs’ request for sanctions. 10 IV. CONCLUSION 11 For the foregoing reasons, the Court GRANTS in part and DENIES in part Plaintiffs’ 12 motion to compel enforcement of settlement. The Court DENIES Plaintiffs’ request for sanctions. 13 IT IS SO ORDERED. 14 Dated: May 11, 2021 15 ______________________________________ LUCY H. KOH 16 United States District Judge 17 18 19 20 21 22 23 24 25 26 27 17