Case 3:22-cv-03074-CRB Document 36 Filed 08/23/22 Page 1 of 12
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`QUINN EMANUEL URQUHART & SULLIVAN, LLP
`Alex Spiro (pro hac vice forthcoming)
`alexspiro@quinnemanuel.com
`51 Madison Ave 22nd floor
`New York, NY 10010
`Telephone:
`(212) 849-7000
`Facsimile:
`(212) 849-7100
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`Michael T. Lifrak (Bar No. 210846)
`michaellifrak@quinnemanuel.com
`Joseph C. Sarles (Bar No. 254750)
`josephsarles@quinnemanuel.com
`Alex Bergjans (Bar No. 302830)
`alexbergjans@quinnemanuel.com
`Aubrey L. Jones (Bar No. 326793)
`aubreyjones@quinnemanuel.com
`865 S. Figueroa Street, 10th Floor
`Los Angeles, California 90017
`Telephone:
`(213) 443-3000
`Facsimile:
`(213) 443-3100
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`Attorneys for Elon Musk, X HOLDINGS I, INC.,
`and X HOLDINGS II, INC.
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`UNITED STATES DISTRICT COURT
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`NORTHERN DISTRICT OF CALIFORNIA
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`
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`WILLIAM HERESNIAK, on behalf of
`himself and all others similarly situated,
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`Plaintiff,
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`vs.
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`ELON R. MUSK, X HOLDINGS I, INC., X
`HOLDINGS II, INC., and TWITTER, INC.,
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`Defendant.
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` CASE NO. 3:22-CV-03074-CRB (SK)
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`DEFENDANTS ELON MUSK, X
`HOLDINGS I, INC. AND X HOLDINGS II,
`INC.’S OPPOSITION TO PLAINTIFF’S
`MOTION TO EXPEDITE AND
`COORDINATE DISCOVERY
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`Judge: Hon. Sallie Kim
`Courtroom: C, 15th Floor
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`Case No. 3:22-CV-03074-CRB (SK)
`OPPOSITION TO MOTION TO EXPEDITE AND COORDINATE DISCOVERY
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`Case 3:22-cv-03074-CRB Document 36 Filed 08/23/22 Page 2 of 12
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`PRELIMINARY STATEMENT
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`Plaintiff seeks—without credible justification—overbroad and disruptive discovery from
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`Defendants Elon Musk, X Holdings I, Inc., X Holdings II, Inc. (“Musk Defendants”), and Twitter,
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`Inc. before the scheduled deadline to file motions to dismiss and before the Rule 26 conference
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`has been conducted. Defendants are currently engaged in a complex and compressed action in
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`Delaware Chancery Court over Mr. Musk’s prospective buy-out of Twitter, with discovery set to
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`close in September and an expedited trial set to begin on October 17 (Twitter, Inc. v. Musk, et al.,
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`C.A. No. 2022-0613 KSJM (“Delaware Action”)).
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`In an effort to inject himself into the Delaware Action, Plaintiff filed a slap-dash complaint
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`that is unlikely to survive pleading motions, and now seeks premature discovery in a transparent
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`fishing expedition. Plaintiff asks that the Court order Defendants to produce all discovery
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`exchanged and permit him to participate in all depositions in the Delaware Action. (Dkt. 26;
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`Declaration of Joseph Sarles (“Sarles Decl.”) ⁋ 2, Ex. 2.) To justify his extraordinary and
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`burdensome request, Plaintiff claims he needs this discovery in order to prepare a potential motion
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`for a preliminary injunction or declaratory judgment before the trial concludes in the Delaware
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`Action or the merger closes. (Dkt. 26 at 2.)
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`Plaintiff’s explanation and sudden claim of urgency are contradicted by the record and his
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`counsel’s admissions in this case. Plaintiff has not sought an injunction or emergency relief in the
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`three months since he filed this case. He is not seeking to block the merger or to obtain any
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`interim relief that will not be available at the conclusion of the Delaware Action—to the contrary,
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`his pleaded theory is that he has been damaged by the decline in Twitter’s stock price following
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`Mr. Musk’s announcement that the merger was temporarily on hold. In fact, Plaintiff has
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`conceded this entire dispute is not even ripe yet, because he will not even know what type of
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`declaratory judgment or injunction he will seek until after the Delaware Action is resolved. (Sarles
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`Decl. ⁋ 2.) Plaintiff’s request for a declaratory judgment or equitable relief is contingent on the
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`outcome of the Delaware trial and may even be moot if Twitter prevails. (Id.) And as Plaintiff’s
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`motion makes clear, he will not suffer any irreparable harm if he is not permitted to conduct
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`discovery before the Delaware Action concludes. (Dkt. 26 at 9.)
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`Case No. 3:22-CV-03074-CRB (SK)
`OPPOSITION TO MOTION TO EXPEDITE AND COORDINATE DISCOVERY
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`Case 3:22-cv-03074-CRB Document 36 Filed 08/23/22 Page 3 of 12
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`There is no good cause to grant Plaintiff’s request for expedited and coordinated discovery.
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`In the absence of urgency, threat of irreparable harm, or even an explanation of what kind of
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`injunctive relief he intends to seek, Plaintiff’s motion is nothing more than a request to ride along
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`on another case’s truncated schedule, unbounded by Rule 26’s relevance and proportionality
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`requirements. Plaintiff has not even identified any particular witness he must depose or category
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`of documents he needs to review. Nor has Plaintiff demonstrated that his lawsuit can survive a
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`motion to dismiss, which suggests that the real purpose of this motion is to go in search of a viable
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`case theory. On top of all that, Plaintiff’s proposal that he participate in the Delaware Action will
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`create an unnecessary distraction and disruptive side show to Defendants as they race to complete
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`discovery and prepare for trial in less than two months. This is the kind of request that the good
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`cause analysis is designed to prevent. It should be denied.
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`BACKGROUND
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`Plaintiff files this lawsuit; does not seek a preliminary injunction or any interim
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`relief. Three months ago, on May 25, 2022, Plaintiff, a purported Twitter shareholder, filed this
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`lawsuit. (Dkt. 1.) Plaintiff did not file a motion for preliminary injunction or seek any emergency
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`or interim relief. Plaintiff did not even serve the Defendants with his Complaint and Summons in
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`the month after he filed this lawsuit. (See generally, Dkt.) Instead, Plaintiff filed the FAC on July
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`1, 2022; the parties agreed to a September 9, 2022 deadline to file motions to dismiss and for the
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`motions to be heard on November 21, 2022. (Dkt. 20.)
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`The FAC asserts three causes of action for aiding and abetting a breach of fiduciary duty,
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`unjust enrichment, and a declaration of the parties’ rights under the purported merger agreement
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`between the Defendants. (FAC ⁋⁋ 155-69.) The merger agreement contains a mandatory forum
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`selection clause requiring that any action relating to the agreement be brought in Delaware and
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`Twitter’s bylaws mandate that “any action asserting a claim of breach of a fiduciary duty owed by
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`any director” likewise be brought in Delaware. (Sarles Decl. Ex. 3, at Art. VIII.)
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`Plaintiff’s claim against the Musk Defendants for aiding and abetting a breach of fiduciary
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`duty alleges that two of the eleven directors on Twitter’s Board of Directors—not the Board as a
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`whole or even a majority—breached various duties to Twitter in connection with the merger
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`Case 3:22-cv-03074-CRB Document 36 Filed 08/23/22 Page 4 of 12
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`process. (FAC ⁋⁋ 155-62.) The FAC does not allege that the two directors at issue, Egon Durban
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`and Jack Dorsey, dominated or even influenced the rest of the Board’s unanimous decision to
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`approve the merger agreement. The FAC does not plead any facts to allege that the Musk
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`Defendants created or exploited any breach of fiduciary duty. The FAC does not allege that the
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`Musk Defendants agreed to any side deals with the Board in connection with the merger
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`agreement (the only allegation of any additional transaction is that after the execution of the
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`merger agreement, Dorsey and Mr. Musk discussed the possibility that Dorsey might continue to
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`hold equity in the surviving corporation). (Id. ⁋ 85.) Nor does the FAC allege that Board
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`negotiated an unfair price for the merger.
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`To the contrary, despite being pleaded solely as a direct suit, Plaintiff is not challenging the
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`merger agreement but rather suing to enforce it on Twitter’s behalf. (FAC ⁋⁋ 163-65; Dkt. 26 at
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`9.) Plaintiff does not plead damages beyond the diminution in Twitter’s stock price allegedly
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`caused by Mr. Musk’s post-April 25 statements. (FAC ⁋⁋ 133-35;140-41.) In his second cause of
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`action, he seeks vague and unspecified declaratory and injunctive relief the scope of which, his
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`counsel admits, is contingent on the outcome in Delaware. (Id. at ⁋⁋ 163-65; Sarles Decl. ⁋ 2.)
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`Plaintiff’s third cause of action for unjust enrichment appears to arise from Mr. Musk’s
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`alleged violations of federal securities laws and regulations, principally an alleged failure to timely
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`disclose his purchase of Twitter stock on Form 13D. (FAC ⁋⁋ 46-52, 62-63, 166-69.)
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`Plaintiff attempts to insert himself into the Delaware Action. On July 12, 2022, Twitter
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`sued the Musk Defendants in Delaware Chancery Court for specific performance of the merger
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`agreement; the Musk Defendants answered and filed counterclaims. On July 19, the Chancery
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`Court expedited the Delaware Action, setting trial for October 17 and the close of fact discovery
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`for September 12. Meanwhile, in this case, the Court set the Case Management Conference for
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`September 30 and ordered the parties to submit a joint Case Management Statement by September
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`14. (Dkt. 24.)
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`In late July—after expedited discovery was ordered in the Delaware Action—Plaintiff
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`began demanding that the parties expedite and “coordinate” discovery with the Delaware Action.
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`Specifically, Plaintiff requested that the Defendants provide him with all discovery produced and
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`allow him to participate in all depositions in the Delaware Action. (Sarles Decl. ⁋ 2.) When asked
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`to justify this extraordinary and burdensome request, counsel claimed that Plaintiff needed the
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`discovery to prepare a motion for preliminary injunction or declaratory judgment. (Id.; Sarles Ex.
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`1.) When pressed to identify the specific declaration or injunction he sought, Plaintiff’s counsel
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`admitted that Plaintiff did not yet know and that any request would be contingent on the outcome
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`of the Delaware Action. (Sarles Decl. ⁋ 2.) Any motion for an injunction or declaratory judgment
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`would likely be mooted if Twitter succeeded in the Delaware Action, but Plaintiff could still seek
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`some unspecified remedy should Mr. Musk prevail in Delaware or the Defendants reach some
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`negotiated resolution. (See id.) Plaintiff is not contemplating bringing any injunction to block the
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`potential merger: neither the FAC, Plaintiff’s Motion to Expedite Discovery, nor Plaintiff counsel
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`make any reference to such relief. (Id. at ⁋ 5; Dkt. 7, 26.)
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`On August 10, before the parties conducted a Rule 26(f) conference, Plaintiff served his
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`First Requests for Production. (Sarles Ex. 2.) The RFPs seek “all Discovery produced…by any
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`party or third party in” the Delaware Action, “all transcripts of depositions taken in” the Delaware
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`Action, and “all documents and information” provided to the SEC in connection with acquisition.
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`(Id.) To date, Plaintiff has not identified any specific categories of information or witnesses
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`relevant to his hypothetical motion for declaratory or injunctive relief. (Id. at ⁋ 6.)
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`I.
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`THERE IS NO GOOD CAUSE FOR COORDINATED OR EXPEDITED
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`ARGUMENT
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`DISCOVERY
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`Plaintiff seeks an order from the Court permitting him to interfere with the Delaware
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`Action and conduct a burdensome fishing expedition months before the Court hears the
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`Defendants’ motions to dismiss his defective FAC and before discovery even formally
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`commences in this action. There is no good cause to grant this request. Because the factors courts
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`consider in whether to grant expedited discovery—“(1) whether a preliminary injunction is
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`pending; (2) the breadth of the discovery requests; (3) the purpose for requesting the expedited
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`discovery; (4) the burden on the defendants to comply with the requests; and (5) how far in
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`advance of the typical discovery process the request was made,” American LegalNet, Inc. v. Davis,
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`673 F.Supp.2d 1063, 1067 (C.D. Cal. 2009) (denying motion for expedited discovery)—weigh
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`heavily against Plaintiff here, the motion should be denied.
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`A.
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`No Preliminary Injunction Is Pending Nor Will Any Motion For Interim
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`Relief Be Brought Until After the Delaware Action Concludes
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`At its core, Plaintiff’s demand for expedited and coordinated discovery is defective
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`because Plaintiff has not requested, does not need, and cannot even identify any emergency relief
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`before the Delaware Action concludes. Expedited discovery is appropriate only under narrow
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`circumstances, such as cases “involving a request for a preliminary injunction” to preserve the
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`status quo. American LegalNet, Inc., 673 F.Supp.2d at 1066. This is not one of those cases.
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`Plaintiff filed this action three months ago yet in all that time has not moved for a preliminary
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`injunction, defined what interim relief he wants or needs (he will be unable to until after the
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`Delaware Action concludes), or articulated any irreparable harm he will suffer if he is not given
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`expedited discovery. See id. at 1071 citing Dimension Data N. Am., Inc. v. NetStar-1, Inc., 226
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`F.R.D. 528, 532 (E.D.N.C. 2005) (denying motion where plaintiff did “not made an adequate
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`showing that it will be irreparably harmed by delaying the broad-based discovery requested until
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`after the initial conference between the parties pursuant to Rule 26, or at least until a preliminary
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`injunction determination is pending before the court.”).
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`Plaintiff claims that he needs, on an expedited basis, all the discovery produced and to
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`participate in every deposition in the Delaware Action to “aid…their anticipated motions for
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`declaratory or injunctive relief” before trial begins in the Delaware Action on October 17 or the
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`merger closes on October 24. (Dkt. 26 at 6.) But Plaintiff’s motion and FAC do not explain what
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`kind of injunctive or declaratory relief he seeks because it is contingent on the outcome of the
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`Delaware Action, and at most, he appears to want the same relief that Twitter does. Thus, Plaintiff
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`does not yet know and will not know what relief he will seek until that case is resolved. (See
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`Sarles Decl. ⁋ 2.) There is no need to expedite discovery for Plaintiff to prepare a motion for
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`declaratory or injunctive relief before conclusion of the Delaware Action because he will not be
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`able to determine what, if any, relief to seek until after the Delaware Action ends. See Facebook,
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`Inc. v. Various, Inc., No. C-11-01805-SBA DMR, 2011 WL 2437433, at *3 (N.D. Cal. June 17,
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`Case 3:22-cv-03074-CRB Document 36 Filed 08/23/22 Page 7 of 12
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`2011) (noting courts do not find good cause for expedited discovery “when presented with a
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`party’s mere inclination to file” a motion for interim relief).
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`Moreover, because Plaintiff does not seek to enjoin or block the merger (he appears to
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`want the opposite) there is no risk of irreparable harm if discovery is not expedited. The authority
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`Plaintiff cites in support of expedited discovery in the merger context all involve parties seeking to
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`block a transaction from occurring and are thus inapposite. (See Dkt. 26 at 6-8 citing e.g. Payment
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`Logistics Ltd. v. Lighthouse Network, LLC, No. 18-CV-0786-L-AGS, 2018 WL 3869956, at *3
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`(S.D. Cal. Aug. 14, 2018) (plaintiff seeking to enjoin merger); Cnty. of York Emps. Ret. Plan v.
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`Merrill Lynch & Co., No. CIV.A. 4066-VCN, 2008 WL 4824053, at *8 (Del. Ch. Oct. 28, 2008)
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`(same).) Plaintiff’s motion does not identify any pending act that would alter the existing status
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`quo except for the fact that “the Delaware Action may not achieve the relief sought, or it may
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`result in a negotiated resolution” which may lead to “substantial damages to Twitter’s
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`shareholders.” (Dkt. 26 at 9.) The potential harm at issue (to the extent there is any at all) is
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`therefore monetary and compensable, not “irreparable.” See e.g., Los Angeles Mem'l Coliseum
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`Comm'n v. Nat'l Football League, 634 F.2d 1197, 1202 (9th Cir. 1980) (“monetary injury is not
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`normally considered irreparable”). Plaintiff’s failure to identify any irreparable harm is fatal to his
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`motion. See American LegalNet, Inc., 673 F.Supp.2d at 1071 (denying motion for expedited
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`discovery where plaintiff failed to show it would be irreparably harmed by discovery delay).
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`B.
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`Plaintiff’s Demands To Obtain All Discovery And Participate In All
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`Depositions In The Delaware Action Are Facially Overbroad
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`Plaintiff’s facially overbroad discovery demands also weigh heavily against his request for
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`expedited discovery. Courts “may deny a motion for expedited discovery if a moving party seeks
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`discovery that is not narrowly tailored to obtain information relevant to a preliminary injunction
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`determination and instead goes to the merits of the party’s claims.” Assuredpartners of Nevada,
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`LLC v. L/P Ins. Servs., LLC, No. 321CV00433RCJCLB, 2021 WL 4928458, at *2 (D. Nev. Oct.
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`21, 2021); see also Facebook, 2011 WL 2437433, at *3 (“Plaintiff’s discovery requests are so
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`broad as to be implausibly tailored for the sole purposes of…crafting a motion for preliminary
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`injunction.”). Plaintiff’s motion and RFPs demand that he receive all discovery exchanged and
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`Case 3:22-cv-03074-CRB Document 36 Filed 08/23/22 Page 8 of 12
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`participate in all depositions in the Delaware Action. (See generally Dkt. 26.) Plaintiff makes no
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`effort to limit the categories of information he demands or even identify the witnesses he seeks to
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`depose, let alone make the threshold showing of relevance required by Rule 26. (Id.) Plaintiff
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`therefore seeks in his motion for expedited discovery information he likely would not be entitled
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`to in the normal course of litigation. See Fed. R. Civ. P. 26(b)(1). This overbreadth is reason alone
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`to deny Plaintiff’s motion. See American LegalNet, Inc., 673 F.Supp.2d at 1068-69. The best
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`Plaintiff can offer is that his overbroad discovery requests are “relevant to Plaintiff’s claim for
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`monetary damages”—that is, to the merits of his claims. (Dkt. 26 at 6.) Thus, by his own
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`admission, granting the motion will “lead to the parties conducting nearly all discovery in an
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`expedited fashion under the premise of preparing for a preliminary injunction hearing, which is
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`not the purpose of expedited discovery.” See Palermo v. Underground Sols., Inc., No. 12CV1223-
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`WQH BLM, 2012 WL 2106228, at *3 (S.D. Cal. June 11, 2012) (internal quotation omitted).
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`C.
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`Plaintiff Seeks Expedited Discovery To Conduct An Improper Fishing
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`Expedition Before The Court Considers Defendants’ Motions to Dismiss
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`Plaintiff seeks expedited discovery for an improper purpose: to conduct early merits
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`discovery before the FAC is dismissed. Although Plaintiff claims that the requested discovery is
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`necessary to seek an injunction and avoid duplication (Dkt. 26 at 7), those explanations do not
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`stand up to scrutiny. Plaintiff has not provided the Court with enough information about the
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`hypothetical injunction to evaluate the purpose of his request, see Hum. Rts. Watch v. Drug Enf't
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`Admin., No. CV152573PSGJPRX, 2015 WL 13648069, at *3 (C.D. Cal. July 10, 2015) (denying
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`motion where court could only speculate as to the content and purpose of the injunction), authority
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`supporting his position that avoiding duplication justifies rushed merits discovery, or any
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`explanation why the parties could not minimize duplication during the normal course of discovery.
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`Fishing expeditions are not a proper purpose of expedited discovery, see Citizens for
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`Quality Educ. San Diego v. San Diego Unified Sch. Dist., No. 17-CV-1054-BAS-JMA, 2018 WL
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`1150836, at *2 (S.D. Cal. Mar. 5, 2018), at *5 (“The Court will not countenance a general fishing
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`expedition into Defendants' documents in the guise of discovery necessary for a preliminary
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`Case 3:22-cv-03074-CRB Document 36 Filed 08/23/22 Page 9 of 12
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`injunction.”), especially when conducted to rescue claims that are likely to be dismissed. As will
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`explained in the forthcoming motion to dismiss, the FAC is fatally defective in multiple respects.
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`First, the FAC fails as a whole because Plaintiff pleaded his suit solely as a direct action
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`even though he asserts claims that are derivative in nature and he does not and cannot meet the
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`pleading requirements of Rule 23.1. The harm he alleges—diminution of Twitter’s stock price
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`(FAC ⁋ 17)—was suffered by the corporation and his injury is a fraction of the overall decline
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`proportionate to the amount of stock he owns. See Tooley v. Donaldson, Lufkin & Jenrette, Inc.,
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`845 A.2d 1031, 1035 (Del. 2004); Feldman v. Cutaia, 951 A.2d 727, 733 (Del. 2008) (“Where all
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`of a corporation's stockholders are harmed and would recover pro rata in proportion with their
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`ownership of the corporation's stock solely because they are stockholders, then the claim is
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`derivative in nature.”). And his claims do not fall under the narrow Parnes exception as, among
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`other reasons, he is not challenging the validity of the merger or its price but is seeking to enforce
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`it. See Parnes v. Bally Ent. Corp., 722 A.2d 1243, 1246 (Del. 1999).
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`The individual claims also fail on their own. Plaintiff fails to meet the high pleading
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`burden to establish an aiding and abetting claim against a third-party bidder. See Morgan v. Cash,
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`No. CIV.A. 5053-VCS, 2010 WL 2803746, at *8 (Del. Ch. July 16, 2010) (“arm’s-length
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`bargaining is privileged and does not, absent actual collusion and facilitation of fiduciary
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`wrongdoing, constitute aiding and abetting.”). The FAC does not plead facts that Mr. Musk
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`participated in the Board’s decisions or conspired with it, nor does it allege that Dorsey and Duran
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`dominated or materially influenced the Board. See Malpiede v. Townson, 780 A.2d 1075, 1097–
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`98 (Del. 2001). Plaintiff’s request for declaratory relief is too vague and contingent to be
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`justiciable and he lacks standing to bring it. See Pub. Serv. Comm'n of Utah v. Wycoff Co., 344
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`U.S. 237, 243–44 (1952) (“The complainant in this case does not request an adjudication that it
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`has a right to do, or to have, anything in particular”). And the claim for unjust enrichment is
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`barred by SLUSA since it appears to arise from alleged violations of federal securities laws, see
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`e.g., Fleming v. Charles Schwab Corp., 878 F.3d 1146, 1153 (9th Cir. 2017) (“SLUSA bars
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`jurisdiction over any claim that could give rise to liability under § 10(b) or Rule 10b–5”), and fails
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`to plead the element of “absence of justification” to the extent it is based on the aiding and
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`8
`Case No. 3:22-CV-03074-CRB (SK)
`OPPOSITION TO MOTION TO EXPEDITE AND COORDINATE DISCOVERY
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`

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`Case 3:22-cv-03074-CRB Document 36 Filed 08/23/22 Page 10 of 12
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`
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`abetting claim, Jacobs v. Meghji, No. CV 2019-1022-MTZ, 2020 WL 5951410, at *14 (Del. Ch.
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`Oct. 8, 2020) (“where a breach of fiduciary duty claim based on the same facts and circumstances
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`fails, the Court often dismisses the corresponding unjust enrichment claim.”). The Court should
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`not permit Plaintiff to use expedited discovery to rescue his shoddy FAC.
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`D.
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`Discovery Will Interfere With The Delaware Action And Burden Defendants
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`Plaintiff’s demand to insert himself into the Delaware Action will disrupt and complicate
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`an already complex and hurried litigation, creating an undue burden on all Defendants. The
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`Delaware Action is a complex dispute over a $44 billion deal on a very short fuse, with discovery
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`closing in a weeks and trial set to begin in less than two months. Plaintiff’s proposal that he be
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`permitted to participate in discovery to explore half-baked legal theories that Defendants have not
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`even had the opportunity to respond to and that are not currently at issue in the Delaware Action
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`has the very real potential to interfere with the delicate schedule and case management in that
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`litigation. At best, it will be a costly, time-consuming, and unnecessary distraction for the
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`Defendants.
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`So too will Plaintiff’s demands that Defendants turn over all discovery produced in the
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`Delaware Action. Plaintiff claims the burden of responding to his overbroad discovery requests
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`are “so low”1 (Dkt. 26 at 7), but this ignores the fact that counsel will still need to review the
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`documents before they are produced, at considerable time and cost. (Sarles Decl. ⁋ 7.) See In re
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`re Lithium Ion Batteries Antitrust Litig., No. 13-MD-02420 YGR, 2013 WL 2237887, at *3 (N.D.
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`Cal. May 21, 2013) (request for documents previously produced unduly burdensome because
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`defendants would still have to spend thousands of hours reviewing them before producing to
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`plaintiff).
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`1 The cases cited by Plaintiff for the proposition that the burden of producing documents
`previously exchanged in parallel cases are “so low” do not state such a rule. Two of the cases,
`Apple Inc. No. 11-CV-01846-LHK, 2011 WL 1938154, at *2-3 (N.D. Cal. May 18, 2011) and In
`re High-Tech Emp. Antitrust Litig., 856 F. Supp. 2d 1103, 1113 (N.D. Cal. 2012), do not engage in
`any analysis regarding the burden of producing documents from other litigation and the third, In re
`re Lithium Ion Batteries, 2013 WL 2237887, at *1, only ordered discovery from parties that made
`no burden argument at all, id. at *3.
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`9
`Case No. 3:22-CV-03074-CRB (SK)
`OPPOSITION TO MOTION TO EXPEDITE AND COORDINATE DISCOVERY
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`

`

`Case 3:22-cv-03074-CRB Document 36 Filed 08/23/22 Page 11 of 12
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`E.
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`Plaintiff Seeks Discovery Months Before Any Pleading Motions Will Be Heard
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`The final factor—timing—weighs against Plaintiff’s request. Because Defendants have
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`not responded to the FAC, the case management conference is more than a month away, the
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`motions to dismiss will not be heard until late November at the earliest, and Defendants will not
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`answer the FAC—if they have to at all—for months, the broad requests have been made
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`sufficiently in advance of the typical discovery process to weigh against expedited discovery. See
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`Extreme Reach, Inc. v. PriorityWorkforce, Inc., No. CV 17-6796 SJO (EX), 2017 WL 10544621,
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`at *3 (C.D. Cal. Oct. 18, 2017) (denying request for expedited discovery made before defendants
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`“even ha[d] the opportunity to file a response to the initial complaint.”).
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`II.
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`DISCOVERY SHOULD BE CONDUCTED AS SCHEDULED UNDER RULE 26
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`Since Plaintiff has failed to meet his burden for expedited and coordinated discovery, the
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`Court should reject his alternative requests to schedule an early Rule 26(f) conference and compel
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`Defendants to produce all documents responsive to his overbroad RFPs. (Dkt. 26, at 9-10.)
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`Plaintiff, like all litigants, should remain subject to the Court’s scheduling orders and Rule 26’s
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`requirements that discovery be limited to matters relevant and proportional to the needs of the
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`case. See Fed. R. Civ. P. 26(b)(1).
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`CONCLUSION
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`For the reasons stated herein, the Musk Defendants respectfully request that the Court deny
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`Plaintiff’s motion.
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`DATED: August 23, 2022
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`QUINN EMANUEL URQUHART &
`SULLIVAN, LLP
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`By /s/ Joseph C. Sarles
`Alex Spiro
`Michael T. Lifrak
`Joseph C. Sarles
`Alex Bergjans
`Aubrey L. Jones
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`Attorneys for Elon Musk, X HOLDINGS I, INC.,
`and X HOLDINGS II, INC.
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`Case No. 3:22-CV-03074-CRB (SK)
`OPPOSITION TO MOTION TO EXPEDITE AND COORDINATE DISCOVERY
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`Case 3:22-cv-03074-CRB Document 36 Filed 08/23/22 Page 12 of 12
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`CERTIFICATE OF SERVICE
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`I hereby certify that the foregoing document was served on all counsel of record electronically or
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`by another manner authorized under FED. R. CIV. P. 5(b) on this the 23rd day of August 2022.
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`QUINN EMANUEL URQUHART &
`SULLIVAN, LLP
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`By /s/ Joseph C. Sarles
`Alex Spiro
`Michael T. Lifrak
`Joseph C. Sarles
`Alex Bergjans
`Aubrey L. Jones
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`Attorneys for Elon Musk, X HOLDINGS I, INC.,
`and X HOLDINGS II, INC.
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`OPPOSITION TO MOTION TO EXPEDITE AND COORDINATE DISCOVERY
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