Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

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

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

Anja Piller v. Perftech

June 9, 2011

ANJA PILLER, PLAINTIFF,
v.
PERFTECH, INC., AN ILLINOIS CORPORATION AND PAUL DEVINE, DEFENDANTS.



The opinion of the court was delivered by: Judge James B. Zagel

MEMORANDUM OPINION AND ORDER

Plaintiff filed a four-count amended complaint alleging three counts of breach of contract against Defendant Perftech, Inc. ("Perftech"), and a fourth count for a breach of a personal guarantee in connection with one promissory note against Paul Devine. The alleged breaches are based on three promissory notes ("Notes") executed by Perftech and payable to Anja Piller ("Piller"). After unsuccessful efforts to resolve these discovery disputes, Plaintiff filed the instant motion to compel production of all documents responsive to document requests 5, 6, 13, 15, 16, 17, 18, 19, 21, and 25. Plaintiff's motion is granted in part.

I. STATEMENT OF FACTS

Plaintiff alleges that she made various loans to Defendant, which all contained the promise that if additional investments of a certain amount were attained, then "the principal sum of this promissory note shall convert into equity in the Holder [sic] on a basis to be agreed between the parties" and that interest on the promissory note "shall also be converted into equity of the Holder [sic] on a basis to be agreed between the parties." Plaintiff alleges that the terms regarding the potential conversion of the Note into equity were never agreed upon, nor did Perftech fulfill its "Additional Investment" condition, and therefore the principal of the Note, along with interest, became payable in full on September 30, 2009. Specifically, the Notes required Perftech to raise a total of $3.05 million by September 30, 2009, at which point the principal sum of the promissory notes would convert into equity. To date, Defendants have refused to re-pay Plaintiff. Defendants claim that the Additional Investment conditions were met, and that an agreement was reached.

II. DISCUSSION

Pursuant to Federal Rule of Civil Procedure 26(b), parties "may obtain discovery regarding any non-privileged matter that is relevant to any party's claim or defense." Furthermore, "[r]elevant information need not be admissible at the trial if the discovery appears reasonably calculated to lead to the discovery of admissible evidence." Id.

In her motion, Plaintiff complains that many documents have not been produced, though Plaintiff only makes a substantive argument as to Request 21. Defendants distilled Plaintiff's numerous allegations of stonewalling, and failing to produce relevant documents into specific arguments regarding individual discovery requests. I do not address discovery requests where a specific argument as to its relevance, or lack thereof, has not been made.

A. Motion to Compel Requests 5 and 6 Is Granted.

Request to produce 5 seeks "all notes, correspondence, e-mail messages, reports, memoranda, spreadsheets, electronically-stored documents, or other documents that refer or relate to Perftech's efforts to raise funds from investors in 2009." Request 6 seeks the same category of documents relating to any funding provided by investors to Perftech in 2009. Defendants object to these requests on the basis of relevance.

Plaintiff argues that these documents are relevant for various reasons. First, Plaintiff argues that documents showing that Perftech was still soliciting additional funding from investors after September 30, 2009 would indicate that Perftech had not raised the threshold investment amounts that would have triggered the conversion of her Notes into equity. Similarly, Plaintiff alleges that materials sent to other investors could demonstrate how the Defendants treated Perftech shareholders, and whether Defendants' treatment of Plaintiff was consistent with her having converted. Plaintiff also argues that documents pertaining to additional investments are needed to corroborate financial statements which indicate that in 2009 the company borrowed $3.8 million. Plaintiff contends that if "Anja's $1 million Notes are included in that borrowing, it is strong evidence that she did not convert in equity."

I agree that documents related to fundraising efforts and funding are relevant to this case. A factual issue central to Plaintiff's complaint is whether Defendants met their Additional Investment conditions. Although documents showing that Perftech was still soliciting funding after September 20, 2009 do not necessarily prove, or show, that Perftech had not met its Additional Investment conditions, documents related to fundraising efforts in 2009 are clearly relevant. Accordingly, I grant Plaintiff's motion to compel Requests 5 and 6.

B. Motion to Compel Requests 13 and 15 Is Granted.

Request 13 seeks production of "all notes, correspondence, e-mail messages, reports, memoranda, spreadsheets, electronically-stored documents, or other documents referring or relating to any communications between you on the one hand and Andreas Etter on the other hand." Request 15 seeks production of "all notes, correspondence, e-mail messages, reports, memoranda, spreadsheets, electronically-stored documents, or other documents referring or relating to any communications between you on the one hand and Manuel Ebner on the other hand."

Manuel Ebner ("Ebner") and Andreas Etter ("Etter") are individuals who converted their promissory notes into Perftech stock around the same time that Plaintiff refused to do so. Plaintiff and Messrs. Ebner and Etter were referred to as the "Swiss Group" or the "Ebner Group." Defendants agreed to produce documents relating to communications with Etter or Ebner relating to the Notes, the Additional Investments, the conversion of the notes into equity or that otherwise relate or refer to Anja or Daniel Piller. Defendants argue that requesting "all" documents is overly broad because it encompasses many documents that would have no bearing on any issues in this case and would not be reasonably calculated to lead to the discovery of admissible evidence. Plaintiff argues Defendants' suggested production is unduly narrow because "Notes" is a defined term pertaining only to Plaintiff's Notes to Perftech. Plaintiff argues that documents pertaining to whether Ebner or Etter converted their notes to equity is relevant because if "documents and records (such as stock registries) show Messrs. Ebner and Etter or others as shareholders, but not Anja, that is strong evidence that she did not convert." Moreover, Plaintiff argues that communications between Defendants and Etter or Ebner related to Perftech Europe's operations are relevant because documents relating to shareholder meetings or shareholders could show whether Plaintiff ever converted her Notes into ...


Buy This Entire Record For $7.95

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

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