MobiMeds, Inc. v. E-MedRX Solutions, Inc.

IN THE UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF ILLINOIS, SPRINGFIELD DIVISION

MOBIMEDS, INC. d/b/a )

THE PILL CLUB, )

)

Plaintiff, )

)

v. ) Case No. 19-cv-3224

)

E-MEDRX SOLUTIONS, INC. )

And DEBBIE DRENNAN, )

)

Defendants. )

OPINION

TOM SCHANZLE-HASKINS, U.S. MAGISTRATE JUDGE:

This matter comes before this Court on Defendants E-MedRx

Solutions, Inc. (E-MedRx) and Debbie Drennan’s First Motion to Compel

Discovery (d/e 40) (Motion). For the reasons set forth below the Motion is

ALLOWED in part and DENIED in part.

BACKGROUND

Plaintiff Mobimeds, Inc. d/b/a The Pill Club’s (The Pill Club) is a

pharmacy in California. The Pill Club signed a contract with Defendant E-

MedRx Solutions, Inc. (E-MedRx) to perform services as a Pharmacy

Services Administration Organization (PSAO) for The Pill Club. A PSAO

processes pharmacy insurance claims submitted to Pharmacy Benefit

Managers (PBMs) that manage pharmacy benefits plans offered by

insurers. The Pill Club alleges that E-MedRx and its chief executive officer

Defendant Drennan “engaged in a pattern of fraud and deceit with the

purpose of diverting funds meant for the Plaintiff for their own benefit.” First

Amended Complaint and Jury Trial Demand (d/e 13) (Amended Complaint)

¶ 2.

As part of the claims process, E-MedRx was required to provide an

Explanation of Benefits (EOB) to The Pill Club with each payment of an

insurance claim so that The Pill Club could track which claims were paid

and how much was paid on each claim. See Amended Complaint ¶¶ 9-15.

The Pill Club alleges that E-MedRx failed to remit monies due or provide

required EOBs. The Pill Club alleges that E-MedRx owes it at least $2.5

million in unpaid remittances. Amended Complaint ¶ 20.

The Pill Club alleges Drennan evaded The Pill Club’s efforts to get

accurate EOBs and payments. The Pill Club alleges Drennan made false

and evasive statements from September 2018 through April 2019 to avoid

paying The Pill Club. Amended Complaint ¶¶ 21-30. The Pill Club also

alleges that Drennan and E-MedRx were so connected that the separate

corporate existence of E-MedRx should be disregarded:

Moreover, Defendant Drennan’s actions and inaction on behalf

of E-MedRx, including but not limited to her assertion of

personal problems in an attempt to defer the responsibilities of

the corporation demonstrate such unity of interest and

ownership in E-MedRx that the separate personalities of the

corporation and Drennan no longer exist, and that adherence to

the fiction of separate corporate existence would sanction a

fraud or promote injustice upon Plaintiff.

Amended Complaint ¶ 41.

Based on these allegations, The Pill Club asserted state law claims

for breach of contract, fraud, breach of fiduciary duty, conversion, an

accounting, and violation of the Illinois Consumer Fraud and Deceptive

Business Practices Act, 815 ILCS 505/1 et seq. Amended Complaint,

Counts I, II, III, IV, V, VI, and VIII. The Pill Club also asserted a federal

claim for violation of the Racketeering Influenced and Corrupt

Organizations Act (RICO), 18 U.S.C. § 1964. Amended Complaint, Count

VII. The Pill Club asked the Court in its Prayer for Relief “to pierce the

corporate veil of E-MedRx and find Defendant Drennan personally liable for

all damages awarded against E-MedRx and Debbie Drennan, personally.”

Amended Complaint, Prayer for Relief ¶ 1.i.

E-MedRx moved to dismiss all the claims except one breach of

contract claim in Count I of the Complaint. The Court dismissed the

accounting claim against Drennan and dismissed the RICO claim with

leave to replead. Opinion entered August 17, 2020 (d/e 22) (Opinion 22),

at 44.

Defendants also alleged several affirmative defenses. Defendants

alleged The Pill Club breached the contract with E-MedRx by falsely

representing that The Pill Club was licensed as a pharmacy in all

jurisdictions in which it sold or provided pharmaceutical products.

Defendants further alleged that provider networks, PBMs, and insurers

terminated their relationship with The Pill Club. In particular, Humana

terminated The Pill Club on August 19, 2019 because The Pill Club sold

prescriptions without a license in numerous states. Defendants allege that

the termination by Humana constituted a termination by Medicare.

Defendants allege that The Pill Club’s unlawful sale of pharmaceuticals and

termination of relationships with Humana and Medicare constituted a

material breach of The Pill Club’s agreement with E-MedRx and justified E-

MedRx’s termination of the agreement (collectively the Breach of Contract

Defense).

Defendants also assert an affirmative defense of fraudulent

misrepresentation and inducement based on the alleged false

representation that The Pill Club was a licensed pharmacy in all

jurisdictions in which it sold pharmaceuticals (Fraudulent Misrepresentation

Defense). Defendants alleged an alternative affirmative defense that the

alleged false representations about The Pill Club’s licensure resulted in a

unilateral mistake at the formation of the contract between The Pill Club

and E-MedRx and is a basis for rescission of the contract (Unilateral

Mistake Defense). Defendants further alleged affirmative defenses for

failure to mitigate damages (Mitigation of Damages Defense) and limitation

of damages to exclude consequential, exemplary, punitive, special, or

indirect damages. Defendants alleged that the contract between the parties

excluded all such damages. First Amended Answer and Affirmative

Defenses to Plaintiff’s First Amended Complaint (d/e 32), at 20-24,

Affirmative Defenses.

Defendants served interrogatories and request to produce on The Pill

Club. The Pill Club responded. Defendants found the responses to be

insufficient. The parties met to try and resolve the dispute without success.

Defendants now bring this Motion. Defendants ask the court to compel The

Pill Club to provide complete responses to Drennan’s Interrogatory Nos. 2-

5, 7-9, 11-13, and 15-17; E-MedRx’s Interrogatories Nos. 3, 6-9, and 11-15;

and Defendant’s Request to Produce Nos. 1-6, 8-9, 13-15, 21, 28-31, 36-

44, 46, 48-55, and 59. The Pill Club opposes the Motion.

ANALYSIS

Federal Rule of Civil Procedure 26(b)(1) allows parties to obtain

discovery regarding any matter, not privileged, which is relevant to the

claim or defense of any party. Relevant information need not be admissible

at trial if the discovery appears to be reasonably calculated to lead to the

discovery of admissible evidence. The discovery sought must also be

proportional to the needs of the case. The rule gives the district courts

broad discretion in matters relating to discovery. See Brown Bey v. United

States, 720 F.2d 467, 470 471 (7th Cir.1983); Eggleston v. Chicago

Journeymen Plumbers' Local Union 130, 657 F.2d 890, 902 (7th Cir.1981);

see also, Indianapolis Colts v. Mayor and City Council of Baltimore, 775

F.2d 177, 183 (7th Cir.1985) (on review, courts of appeal will only reverse a

decision of a district court relating to discovery upon a clear showing of an

abuse of discretion).

The federal discovery rules are to be construed broadly and liberally.

Herbert v. Lando, 441 U.S. 153, 177 (1979); Jefferys v. LRP Publications,

Inc., 184 F.R.D. 262, 263 (E.D. Pa. 1999). The party opposing discovery

has the burden of proving that the requested discovery should be

disallowed. Etienne v. Wolverine Tube, Inc., 185 F.R.D. 653, 656 (D. Kan.

1999); Golden Valley Microwave Foods, Inc. v. Weaver Popcorn Co., 132

F.R.D. 204, 207 (N.D. Ind. 1990); Flag Fables, Inc. v. Jean Ann’s Country

Flags and Crafts, Inc., 730 F. Supp. 1165, 1186 (D. Mass. 1989). With

these principles in mind, the Court addresses each discovery request at

issue.

Documents Withheld Subject to the Entry of a Protective Order

The Pill Club withheld documents in its response to Drennan’s

Interrogatories Nos. 3, 4, and 5, and Requests Nos. 2, 3, 5, 6, 8, 9, 10, and

24 until the Court entered a HIPAA qualified protective order. A HIPAA

qualified protective order has now been entered. Agreed Confidentiality

Order (d/e 35). The Court orders The Pill Club to produce all documents so

withheld because a protective order is now in place.

Drennan Interrogatory No. 2

Interrogatory No. 2 stated:

2. Identify each person who participated in the communications

described in paragraphs 21-30 of the Complaint, and for each

communication, provide the person’s last known home address,

telephone number, email address and job title.

Declaration of Patrick R. Moran (d/e 42) (Moran Declaration), Exhibit A,

Defendant Drennan’s First Set of interrogatories (Drennan Interrogatories),

Drennan Interrogatory No. 2. The Pill Club responded:

Response: In addition to its general objections, which are

incorporated herein, Plaintiff objects to this Interrogatory insofar

as it seeks information that was or is in the possession of

Drennan, her agents, servants, and/or employees. Plaintiff

objects to the extent the Interrogatory seeks information which

is subject to the attorney-client privilege, represents work

product, constitutes privileged material prepared in anticipation

of litigation or is subject to any other privilege recognized at

law. Notwithstanding and without waiving the foregoing

objections, such persons include:

Nick Chang: Former President of The Pill Club, who may

be contacted through counsel for Plaintiff.

Alex Rublev: Head of Market Access at The Pill Club, who

may be contacted through counsel for Plaintiff.

Sabrina (Chasity) Loyd: Senior Revenue Accountant at

The Pill Club, who may be contacted through counsel for

Plaintiff.

Plaintiff reserves the right to amend or supplement this and any

other answer to Interrogatories.

Moran Declaration, Exhibit D, Plaintiff’s Responses to Drennan’s First Set

of Interrogatories (Drennan Interrogatory Responses), Response to

Interrogatory No. 2.

Defendants moved to compel because The Pill Club did not clearly

state whether the list of individuals was complete. The Pill Club now states

that the three individuals listed are the only persons responsive to the

request. Plaintiff Mobimeds, Inc. d/b/a/ The Pill Club’s Response in

Opposition to Defendant’s’ Motion to Compel Discovery (d/e 46), at 5. The

response to Drennan Interrogatory No. 2 therefore is complete. The Court

will not compel any further response to Drennan Interrogatory No. 2.

Drennan Interrogatory No. 3

Drennan Interrogatory No. 3 asked:

3. Identify each Claim you contend E-MedRx failed to pay You,

and for each Claim, state: (a) the amount You billed; (b) the

entity to which the Claim was sent; (c) the amount allowed or

approved by the insurance company, PBM, or entity to which

the Claim was sent; (d) the amount You believe E-MedRx

should have paid You; (e) the amount E-MedRx did pay, if any;

(f) the factual basis for Your contention that E-MedRx should

have paid You the amount You are claiming.

Drennan Interrogatories, Interrogatory No. 3. The Pill Club responded:

Response: In addition to its general objections, which are

incorporated herein, Plaintiff objects to this Interrogatory insofar

as it seeks information that was or is in the possession of

Drennan, her agents, servants, and/or employees; is unduly

burdensome, insofar as it seeks information that is solely within

Drennan’s knowledge or control and forms the basis of

Plaintiff’s Accounting claim against Defendants; and is

intentionally harassing, insofar as it seeks information solely in

the control of Defendants. Notwithstanding and without waiving

the foregoing objection, Plaintiff directs Drennan to the Excel

Spreadsheet previously produced to her, as well as additional

discovery to be produced in response to Defendants’ Requests

for Production.

Plaintiff reserves the right to amend or supplement this and any

other answer to Interrogatories.

Drennan Interrogatory Responses, Response to Interrogatory No. 3. The

Pill Club’s objections are overruled. Defendants are entitled to discover

information that The Pill Club possesses even if Defendants may already

have similar information. See In re Peregrine Financial Group Customer

Litigation, 2015 WL 1344466, at *3 (N.D. Ill. March 20, 2015). The Pill Club

must also identify by Bates Stamp page number (or some equivalent page

designation) the specific documents produced that are responsive to this

interrogatory. The Pill Club’s reference to the Excel Spreadsheet is also

insufficient. The Pill Club can refer the defendants to documents in

response to interrogatories but only if “the burden of deriving or

ascertaining answers will be substantially the same to responding party”

and if the responding party specifies “the records that must be reviewed in

sufficient detail to enable in our interrogatory interrogating party to locate

and identify them as readily as the responding party could.” Fed. R. Civ. P.

33(d). The Pill Club’s reference to an Excel Spreadsheet does not specify

the records in sufficient detail to enable the Defendants defined in the

information they seek. The Court orders The Pill Club to produce the

responsive data in native format so that the Defendants have the same

opportunity as The Pill Club to examine the source data that serves as the

basis for The Pill Club’s damage calculations. Such a production will meet

the requirements of Rule 33(d) to provide records that will enable

Defendants to secure the information as readily as the responding party

The Pill Club.

Drennan Interrogatory No. 4

Drennan Interrogatory No. 4 asked:

4. With respect to the “accounting of the outstanding balance

owed” as alleged in paragraph 20 of the Complaint, describe in

detail each step taken to perform the accounting, including but

not limited to: (a) the names and contact information of each

person who participated in or assisted in any way with the

accounting (including any accountants or other individuals

specializing in financial analysis or forensic financial analysis

who assisted with the accounting); (b) each Document You

reviewed or analyzed in performing the accounting; (c) the

accounting basis utilized; (e) the results of any forensic or other

financial analysis You relied on and identities of the person(s)

who performed it; and (f) the substance of any and all

communications You had with any of Your agents, employees,

officers, managers or directors or third parties in connection

with the accounting.

Drennan Interrogatories, Interrogatory No. 4. The Pill Club responded:

Response: In addition to its general objections, which are

incorporated herein, Plaintiff objects to this Interrogatory insofar

as it seeks information that was or is in the possession of

Drennan, her agents, servants, and/or employees; is overbroad

and unduly burdensome insofar as it seeks a description of

communications that took place months or years in the past,

and cannot therefore be fully relayed in detail. Notwithstanding

and without waiving the foregoing objections, Sabrina (Chasity)

Loyd: Senior Revenue Accountant, who may be contacted

through counsel for Plaintiff, created the subject spreadsheet

containing the claims E-MedRx failed to reconcile. The data is

pulled via Plaintiff’s dispensing program. The claims were

identified as all claims containing BIN numbers associated with

those PBMs which were the payors for whom Defendants

agreed to process claims for Plaintiff. The data is a simple sum

of all claims for which Defendants failed to submit EOBs.

Regarding communications about this accounting, Plaintiff will

produce any relevant, non-privileged communications

responsive to Defendants’ Document Requests.

Plaintiff reserves the right to amend or supplement this and any

other answer to Interrogatories.

Drennan Interrogatory Responses, Response to Interrogatory No. 4. The

Pill Club’s objection that the Defendants already have the information is

overruled for the reasons stated above. The Pill Club’s response otherwise

answers part of the question. This interrogatory did not ask for the data,

but only asked for a description of the process for analyzing the data.

The Court further notes that The Pill Club states that it will quote

produce “any relevant, non-privileged communications responsive to

Defendants’ Document Requests.” This response is improper. The Court

orders The Pill Club to produce all nonprivileged responsive documents not

just the ones that The Pill Club deems to be relevant. The Defendants are

entitled to review all responsive documents to determine the relevance of

those documents in its discovery. Furthermore, The Pill Club must identify

each responsive document withheld on a claim of privilege on a privilege

log that meets the requirements of Fed. R. Civ. P. 26(b)(5)(A).

Drennan Interrogatory No. 5

Drennan Interrogatory No. 5 asked:

5. Describe in detail all “data” referred to in paragraph 20 of the

Complaint, which You relied on for Your allegation that E-

MedRx owes You “not less than $2.5 million, and likely more,”

and provide a description of each Document included in the

scope of “data.”

Drennan Interrogatories, Interrogatory No. 5. The Pill Club responded:

Response: In addition to its general objections, which are

incorporated herein, Plaintiff objects to this Interrogatory insofar

as it seeks information that was or is in the possession of

Drennan, her agents, servants, and/or employees; is unduly

burdensome, insofar as it seeks a description of thousands of

individual claims which should be sought in document requests.

Plaintiff will not provide a description of every individual

document but, to the extent such data is contained in a

document in Plaintiff’s possession, shall produce all non-

privileged documents upon entry in this matter of a HIPAA

compliant protective order. Plaintiff did not rely upon a

“document” but rather upon Plaintiff’s claims data.

Plaintiff reserves the right to amend or supplement this and any

other answer to Interrogatories.

Drennan Interrogatory Responses, Response to Interrogatory No. 5. The

Pill Club’s objection that the information is already available to the

Defendants is overruled for the reasons stated above. The Pill Club's

undue burden objection is overruled to the extent that The Pill Club must

conduct a reasonable search for responsive information and must

supplement the response with any responsive information discovered after

conducting such a search. The Court orders The Pill Club to produce the

documents withheld because the protective order had not yet been entered

as the protective order has now been entered. The Pill Club must also

identify each responsive document withheld on a claim of privilege on a

privilege log that meets the requirements of Fed. R. Civ. P. 26(b)(5)(A).

The Court has ordered The Pill Club to produce the responsive claims data

in native format in response to Interrogatory No. 3. If The Pill Club relied

on additional data responsive to this interrogatory but not responsive to

Interrogatory No. 3, the Court orders The Pill Club to produce such

additional data in native format. The Pill Club states that it relied on data,

not documents. The documents containing the data are discoverable and

The Pill Club is ordered to produce those documents.

Drennan Interrogatory No. 7

Drennan Interrogatory No. 7 asked:

7. State the factual basis for Your contention in paragraph 1

[sic] of the Complaint that Drennan diverted corporate funds or

funds intended for You [sic] her own personal benefit.

Drennan Interrogatories, Interrogatory No. 7. The Pill Club responded:

Response: In addition to its general objections, which are

incorporated herein, Plaintiff objects to this Interrogatory insofar

as it seeks information that was or is in the possession of

Drennan, her agents, servants, and/or employees.

Notwithstanding and without waiving the foregoing objection,

Plaintiff hereby incorporates the First Amended Complaint as

though set forth in its entirety in response to this Interrogatory.

The facts as set forth in the First Amended Complaint give rise

to an inference that there is such a unity of interest and

ownership that the separate personalities of E-MedRx and

Drennan no longer exist. Plaintiff reserves the right to amend or

supplement this and any other answer to Interrogatories.

The Pill Club’s objection that Drennan already knows the information

is overruled for the reasons set forth above. The Court orders The Pill Club

to answer the interrogatory in full. The Pill Club alleges that Drennan

diverted corporate funds or funds intended for The Pill Club for her

personal benefit. Drennan is entitled to discover the factual basis for claim.

Sargent-Welch Scientific Co. v. Ventron Corp., 59 F.R.D. 500, 503 (N.D. Ill.

1973). The incorporation of the First Amended Complaint by reference is

insufficient and nonresponsive. The Pill Club is ordered to set forth each

fact on which this contention is based.

Drennan Interrogatory No. 8

Drennan Interrogatory No. 8 asked:

8. For each statement You attribute to Drennan in paragraphs

21-30 of the Complaint, state the factual basis for Your

contention that the statement is or was false.

Drennan Interrogatories, Interrogatory No. 8. The Pill Club responded:

Response: In addition to its general objections, which are

incorporated herein, Plaintiff objects to this Interrogatory insofar

as it seeks information that was or is in the possession of

Drennan, her agents, servants, and/or employees. Plaintiff

further objects to the extent the Interrogatory mischaracterizes

Plaintiff’s contentions. Plaintiff has not contended that every

statement was false; rather, Plaintiff has contended that the

statements were made as part of a pattern of behavior

designed to misrepresent facts in order to induce Plaintiff to

defer action to enforce the parties’ contract. Plaintiff reserves

the right to amend or supplement this and any other answer to

Interrogatories.

Drennan Interrogatory Responses, Response to Interrogatory No. 8.

The Pill Club’s objection that Drennan already knows the information

is overruled for the reasons set forth above. The Pill Club’s answer is

again nonresponsive. The Pill Club alleges that Drennan made false

statements as part of a pattern of behavior designed to misrepresent facts

to induce The Pill Club to defer action to enforce the parties’ contract. The

Court orders The Pill Club to list each false statement that The Pill Club

contends Drennan made as a part of such pattern. The Court further

orders The Pill Club to state the factual basis for each such contention.

Referring to the First Amended Complaint is not sufficient. Drennan is

entitled to know all of the statements that The Pill Club contends were false

and the factual basis for those contentions.

Drennan Interrogatory No. 9

Drennan Interrogatory No. 9 asked:

9. For each statement You attribute to Drennan in paragraphs

21-30 of the Complaint, describe in detail how You relied on the

statement, including but not limited to the reason You relied the

statement, a description of the specific action or opportunity

You did not take as a result of the statement and a description

of any injury, damage or loss You suffered as a result of relying

on each statement.

Drennan Interrogatories, Interrogatory No. 9. The Pill Club responded:

Response: In addition to its general objections, which are

incorporated herein, Plaintiff objects to this Interrogatory insofar

as it seeks information that was or is in the possession of

Drennan, her agents, servants, and/or employees, is overbroad

and unduly burdensome, vague and ambiguous insofar as it

calls for speculation regarding the numerous possibilities

available to Plaintiff with respect to actions it could have chosen

to take. Notwithstanding and without waiving the foregoing

objections, and as observed by the Court in its August 17, 2020

Order denying Defendants’ Motion to Dismiss Plaintiff’s claims

for, among other claims, fraud, many of “the statements are

plainly inconsistent with one another.” See August 17, 2020

Order at 21. Plaintiff hereby incorporates its Complaint as

though fully set forth herein, in which Plaintiff observed, at

¶¶21-24, that Drennan claimed to have “IT issues,” then

claimed, “EOBs going out today,” and Plaintiff received no

EOBs that day. Given that Plaintiff received no EOBs that day,

it is clear that Defendants made the statement without intending

to send EOBs that day, and therefore the statement was false,

and it can be inferred from this exchange that Defendants had

no “IT issues” that were otherwise preventing them from

producing EOBs. The statements set forth in the Complaint

speak for themselves, and demonstrate, as the Court observed,

Drennan’s inconsistent statements that demonstrate her

statements, as set forth in the Complaint, cannot all be

accurate. With respect to actions Plaintiff could have taken, had

it known Defendant did not intend to produce EOBs or

payments, such action includes but is not limited to seeking a

competent PSAO replace Defendants to process and reconcile

payments, termination of the contract between Plaintiff and

Defendants, and bringing a dispute sooner to collect on the

outstanding balance. Plaintiff reserves the right to amend or

supplement this and any other answer to Interrogatories.

Drennan Interrogatory Responses, Response to Interrogatory No. 9.

The Pill Club’s objection that Drennan already knows the information

is overruled for the reasons set forth above. The Pill Club’s objections that

the interrogatory is overbroad and unduly burdensome, vague and

ambiguous insofar as it calls for speculation are overruled. The Pill Club

alleges a claim for fraud. The Pill Club must prove reliance as an element

of this claim. The interrogatory seeks information that shows The Pill Club

relied on the alleged false statements and the damage that resulted. The

Pill Club responded with a list of what it could have done. That list is not

responsive. The interrogatory asks for what The Pill Club actually did in

reliance to the false statements. The interrogatory also asks for what The

Pill Club actually chose to refrain from doing in reliance on the false

statements. The interrogatory also asks for the damages that resulted from

the reliance, to which The Pill Club did not respond.

The Court orders The Pill Club to supplement its response to this

interrogatory by identifying: (1) the actions The Pill Club actually took in

reliance on Drennan’s statements that The Pill Club contends were false;

(2) the actions that The Pill Club actually decided to refrain from taking in

reliance on Drennan’s statements that The Pill Club contends were false;

and (3) the damage that resulted from each such action and decision to

refrain from acting.

Drennan Interrogatory No. 11

Drennan Interrogatory No. 11 asked:

11. State the factual basis for Your contention in paragraph 31

of Your complaint that the statements You attribute to Drennan

“represent a pattern of fraudulent behavior designed to induce

Plaintiff into deferring any action to collect contractual payments

or seek new PSAO services,” including but not limited to a

description of each act or omission You claim is part of the

alleged pattern and the reason(s) You believe each act or

omission is “fraudulent.”

Drennan Interrogatories, Interrogatory No. 11. The Pill Club responded:

Response: In addition to its general objections, which are

incorporated herein, Plaintiff objects to this Interrogatory insofar

as it seeks information that was or is in the possession of

Drennan, her agents, servants, and/or employees and is

duplicative of Drennan’s other Interrogatories. Notwithstanding

and without waiving the foregoing objection, Plaintiff hereby

incorporates the First Amended Complaint as though set forth

in its entirety in response to this Interrogatory, as well as

Plaintiff’s answers and objections to Interrogatories 8-10,

above. Plaintiff reserves the right to amend or supplement this

and any other answer to Interrogatories.

Drennan Interrogatory Responses, Response to Interrogatory No. 11

The Pill Club’s objection that Drennan already knows the information

is overruled for the reasons set forth above. The interrogatory seems

duplicative of the information requested in Interrogatories Nos. 8 and 9. If

The Pill Club complies with the Court’s orders and provides complete

responses to Interrogatories Nos. 8 and 9, then no further response to this

interrogatory is required.

Drennan Interrogatory No. 12

Drennan Interrogatory No. 12 asked:

12. Identify and describe each “action” You deferred to collect

contractual payments, as alleged in paragraph 31 of Your

Complaint, as a result of any statement You attribute to

Drennan, including but not limited to a description of each

action that was deferred, the date the action was deferred, the

statement or statements that You relied on for the deferral and

the action and/or opportunity that was lost as a result of each

deferral.

Drennan Interrogatories, Interrogatory No. 12. The Pill Club responded:

Response: Response: In addition to its general objections,

which are incorporated herein, Plaintiff objects to this

Interrogatory insofar as it seeks information that was or is in the

possession of Drennan, her agents, servants, and/or

employees and is duplicative of Drennan’s other

Interrogatories. Notwithstanding and without waiving the

foregoing objection, Plaintiff hereby incorporates the First

Amended Complaint as though set forth in its entirety in

response to this Interrogatory, as well as Plaintiff’s answers and

objections to Interrogatories 8-11, above. Plaintiff reserves the

right to amend or supplement this and any other answer to

Interrogatories.

Drennan Interrogatory Responses, Response to Interrogatory No. 12.

The Pill Club’s objection that Drennan already knows the information

is overruled for the reasons set forth above. The interrogatory seems

duplicative of the information requested in Interrogatories Nos. 8 and 9. If

The Pill Club complies with the Court’s orders and provides complete

responses to Interrogatories Nos. 8 and 9, then no further response to this

interrogatory is required.

Drennan Interrogatory No. 13

Drennan Interrogatory No. 13 asked:

13. Identify and describe each PSAO You could have sought

services from, but did not, as a result of any statement You

attribute to Drennan, including but not limited to the identity of

the PSAO, whether and when You attempted to obtain the

services of the PSAO, whether You had an opportunity to

obtain services from the new PSAO, the reason(s) You did not

obtain services from the new PSAO, and whether You

submitted a written application to the PSAO.

Drennan Interrogatories, Interrogatory No. 13. The Pill Club responded:

Response: In addition to its general objections, which are

incorporated herein, Plaintiff objects to this Interrogatory insofar

as it seeks information that was or is in the possession of

Drennan, her agents, servants, and/or employees and is overly

broad, unduly burdensome, vague and ambiguous, insofar as it

seeks a recitation of every PSAO in existence doing business in

the United States, which is publicly available information as

easily accessible to Defendants as to Plaintiff. Notwithstanding

and without waiving the foregoing objection, Plaintiff did not

obtain the service of a new PSAO. Plaintiff reserves the right to

amend or supplement this and any other answer to

Interrogatories.

Drennan Interrogatory Responses, Response to Interrogatory No. 13.

The Pill Club’s objection that Drennan already knows the information

is overruled for the reasons set forth above. The Court agrees with The Pill

Club that the interrogatory is vague and could reasonably be interpreted as

asking for a list of all PSAOs. The Court will not require any additional

response to this interrogatory. The Court notes that if The Pill Club decided

to refrain from contracting with a PSAO in reliance on a false statement that

Drennan made, information regarding such a decision must be included in

The Pill Club’s supplemental response to Interrogatory No. 9 ordered

above.

Drennan Interrogatory No. 15

Drennan Interrogatory No. 15 asked:

15. State the factual basis for Your contention in paragraph 33

of the Complaint that E-MedRx submitted only two payments to

You totaling $275,000, including but not limited to the dates of

the payments, how the payments were submitted, and a

description of each Document reflecting the payment by E-

MedRx.

Drennan Interrogatories, Interrogatory No. 15. The Pill Club responded:

Response: In addition to its general objections, which are

incorporated herein, Plaintiff objects to this Interrogatory insofar

as Defendants have reached the limit of permissible quantity of

interrogatories under Fed. R. Civ. P. 33, which is 25, including

all discrete subparts, and has not been granted permission to

seek additional interrogatories. Accordingly, Plaintiff shall not

answer any further interrogatories. Plaintiff reserves the right to

amend or supplement this and any other answer to

Interrogatories.

Drennan Interrogatory Responses, Response to Interrogatory No. 15.

The Pill Club’s objections are overruled. Drennan is entitled to ask 25

interrogatories. Fed. R. Civ. P. 33(a)(1). When considering whether

subparts of an interrogatory are separate interrogatories, “a question

asking about communications of a particular type should be treated as a

single interrogatory even though it requests that the time, place, persons

present, and contents be stated separately for each such communication.”

Fed. R. Civ. P. 33 Advisory Committee Notes to the 1993 Amendment,

Comments on Subdivision (a). In light of the guidance from the Advisory

Committee, the Court concludes that Interrogatory Nos. 3 and 4 are single

interrogatories. Interrogatory No. 3 asked for information about each

reimbursement claim The Pill Club claims E-MedRx failed to pay. The

subparts are part of the same single question. Interrogatory No. 4 asks for

a description of the steps taken in performing an accounting alleged in

paragraph 20 of the Complaint. The subparts are part of the same single

question. Because the subparts are not counted separately, Drennan did

not exceed the limit of 25 interrogatories. The Court orders The Pill Club to

answer Interrogatory No. 15 in full.

Drennan Interrogatory No. 16

Drennan Interrogatory No. 16 asked:

16. Identify and describe each injury or loss You claim to have

incurred in paragraph 38 of the Complaint as a result of the

termination of the Agreement by E-MedRx. In so doing, provide

the amount and basis for any and all calculations thereof and

provide any and all Documents supporting such calculations

pursuant to Fed. R. Civ. P. 34.

Drennan Interrogatories, Interrogatory No. 16. The Pill Club responded:

Response: In addition to its general objections, which are

incorporated herein, Plaintiff objects to this Interrogatory insofar

as Defendants have reached the limit of permissible quantity of

interrogatories under Fed. R. Civ. P. 33, which is 25, including

all discrete subparts, and has not been granted permission to

seek additional interrogatories. Accordingly, Plaintiff shall not

answer any further interrogatories. Plaintiff reserves the right to

amend or supplement this and any other answer to

Interrogatories.

Drennan Interrogatory Responses, Response to Interrogatory No. 16.

The objections are overruled for the reasons stated by the Court with

respect to Interrogatory No. 15. The Court orders The Pill Club to answer

Interrogatory No. 16 in full.

Drennan Interrogatory No. 17

Interrogatory No. 17 asked:

17. State the factual basis for Your contention that the

termination of the Agreement caused or contributed to any

damage, injury or loss You are claiming in this lawsuit.

Drennan Interrogatories, Interrogatory No. 17. The Pill Club responded:

Response: In addition to its general objections, which are

incorporated herein, Plaintiff objects to this Interrogatory insofar

as Defendants have reached the limit of permissible quantity of

interrogatories under Fed. R. Civ. P. 33, which is 25, including

all discrete subparts, and has not been granted permission to

seek additional interrogatories. Accordingly, Plaintiff shall not

answer any further interrogatories. Plaintiff reserves the right to

amend or supplement this and any other answer to

Interrogatories.

Drennan Interrogatory Responses, Response to Interrogatory No. 17.

The objections are overruled for the reasons stated by the Court with

respect to Interrogatory No. 15. The Court orders The Pill Club to answer

Interrogatory No. 17 in full.

E-MedRx Interrogatories

E-MedRx Interrogatory No. 3

E-MedRx Interrogatory No. 3 asked:

3. Have You sought and/or received an oral or written

statement or affidavit or the like from any person with respect to

the allegations in the Complaint? If Your answer is in the

affirmative, state:

(a) the name of each such person;

(b) the date on which you sought or received the person’s

statement or affidavit;

(c) whether the statement was written, oral, typed, audio

recorded and/or videotaped;

(d) if the statement was made orally, the substance of the

statement; and

(e) who is currently in possession or control of each statement

or affidavit.

Moran Declaration, Exhibit B, E-MedRx’s First Set of Interrogatories (E-

MedRx Interrogatories), Interrogatory No 3. The Pill Club responded:

Response: Plaintiff objects to the extent the Interrogatory seeks

information which is subject to the attorney-client privilege,

represents work product, constitutes privileged material

prepared in anticipation of litigation or is subject to any other

privilege recognized at law. Notwithstanding and without

waiving the foregoing objections, none at this time. Plaintiff

reserves the right to amend or supplement this and any other

answer to Interrogatories.

Moran Declaration, Exhibit E, Plaintiff’s Responses to E-MedRx’s First Set

of Interrogatories (E-MedRx Interrogatory Responses), Response to

Interrogatory No. 3.

The Pill Club responded to this interrogatory; it has not sought or

received an oral or written statement with respect to this Complaint. The

response is sufficient. The Pill Club, of course, must supplement the

response should it secure any responsive documents or statements prior to

trial. Fed. R. Civ. P. 26(e).

E-MedRx Interrogatory No. 6

E-MedRx Interrogatory No. 6 asked:

6. Identify all communications, written and oral, between You

and Defendants between 2015 and 2020, including but not

limited the date of the communication, who was involved and

the substance of the communication. The scope of this request

includes but is not limited to electronic communications and text

messages.

E-MedRx Interrogatories, Interrogatory No. 6. The Pill Club responded:

Response: Plaintiff objects to this Interrogatory to the extent it is

overly broad, unduly burdensome and irrelevant, insofar as

such Interrogatory seeks the production of documents and the

relation of facts that do not relate to or concern, nor are likely to

lead to discovery of any information relevant to or otherwise

admissible as to, a matter in dispute. Plaintiff further objects to

this Interrogatory insofar as it seeks information that was or is in

the possession of Defendants, their agents, servants, and/or

employees. Plaintiff further objects to this Interrogatory insofar

as it seeks the identification, from memory, of all

communications between the parties regardless of relevance to

these proceedings, in a manner that is unrealistic and without

legal justification. Plaintiff cannot be expected to relate every

communication between the parties’ agents with precision.

Notwithstanding and without waiving the foregoing objections,

Plaintiff shall produce all relevant communications it has in its

possession in response to Defendants’ Requests for Production

of documents, to the extent such are properly requested.

Plaintiff reserves the right to amend or supplement this and any

other answer to Interrogatories.

E-MedRx Interrogatory Responses, Response to Interrogatory No. 6.

The objection that the request is overly burdensome is sustained.

Asking to identify every communication for five years is unduly

burdensome.

The Court again notes that The Pill Club states that it will produce

relevant non-privileged documents containing communications if requested

in the Defendants’ request for documents. The Pill Club must produce all

responsive non-privileged documents, not just the documents that The Pill

Club deems to be relevant. The Pill Club shall also provide a privilege log

that meets the requirements of Fed. R. Civ. P. 26(b)(5)(A) that identifies all

documents withheld on a claim of privilege.

E-MedRx Interrogatory No. 7.

E-MedRx Interrogatory No. 7 asked:

7. Identify all communications, written or oral, between You and

any third party (excluding Your attorneys) between 2017 and

2020 regarding any event described in the Complaint, including

but not limited the date of the communication, who was

involved and the substance of the communication. The scope of

this request includes but is not limited to electronic

communications and text messages.

E-MedRx Interrogatories, Interrogatory No. 7. The Pill Club responded:

Response: Plaintiff objects to this Interrogatory insofar as it

seeks information that was or is in the possession of

Defendants, their agents, servants, and/or employees. Plaintiff

further objects to this Interrogatory insofar as it seeks the

identification, from memory, of all communications between the

parties in a manner that is unrealistic and without legal

justification. Plaintiff cannot be expected to relate every

communication between the parties’ agents with precision.

Notwithstanding and without waiving the foregoing objections,

Plaintiff shall produce all relevant communications it has in its

possession in response to Defendants’ Requests for Production

of Documents, to the extent such are properly requested.

Plaintiff reserves the right to amend or supplement this and any

other answer to Interrogatories.

E-MedRx Interrogatory Responses, Response to Interrogatory No. 7.

The Pill Club’s objection that Defendants already know the

information is overruled for the reasons set forth above. The Pill Club’s

objection that the request is unrealistic is overruled. The Pill Club shall

make a reasonable inquiry to identify communications and provide a

response that identifies all communications found pursuant to such

reasonable inquiry.

The Pill Club again states that it will provide documents that contain

relevant communications in response to the Defendants’ request to

produce. Again, The Pill Club’s obligation is to produce all responsive non-

privileged documents, not just the documents that The Pill Club deems to

be relevant. The Pill Club again must also provide a privilege log that

meets the requirements of Fed. R. Civ. P. 26(b)(5)(A) that identifies all

documents withheld on a claim of privilege.

E-MedRx Interrogatory No. 8

E-MedRx Interrogatory No. 8 asked:

8. Were any claims You submitted for reimbursement, which

You believe E-MedRx had any responsibility for, payable in

whole or in part under a Medicare or Medicaid plan? If Your

answer is in the affirmative, identify and describe each claim

and the corresponding Medicare or Medicaid plan.

E-MedRx Interrogatories, Interrogatory No. 8. The Pill Club responded:

Response: Plaintiff objects to this Interrogatory because it is

overly broad, unduly burdensome and irrelevant, insofar as

such Interrogatory seeks the production of documents and the

relation of facts that do not relate to or concern, nor are likely to

lead to discovery of any information relevant to or otherwise

admissible as to a matter in dispute. Whether a claim falls

under a Medicare or Medicaid plan is not at issue in this

litigation and, accordingly, Plaintiff need not answer this

Interrogatory.

E-MedRx Interrogatory Responses, Response to Interrogatory No. 8.

The Pill Club’s objections are overruled. The request is relevant for

purposes of discovery. The First Amended Complaint does not indicate

whether E-MedRx processed claims under a Medicare or Medicaid plan for

The Pill Club. E-MedRx, therefore, may discover whether The Pill Club’s

claims are based on Medicare or Medicaid claims. Furthermore, the

Information may lead to evidence relevant to E-MedRx’s Breach of

Contract Defense and perhaps other defenses. The Pill Club is ordered to

Answer interrogatory in full.

E-MedRx Interrogatory No. 9

E-MedRx Interrogatory No. 9 asked:

9. Describe in detail all damages and relief You claim in his

action, including: the nature of the damage or relief claimed;

whether you have attempted to mitigate the damage claimed

and if so, how; and the amount, basis for and calculations of

any monetary damages claimed to date. In so doing, provide

any and all calculations thereof and provide any and all

Documents supporting such calculations pursuant to Fed. R.

Civ. P. 34.

E-MedRx Interrogatories, Interrogatory No. 9. The Pill Club responded:

Response: Plaintiff objects to this Interrogatory insofar as it

seeks information that was or is in the possession of

Defendants, their agents, servants, and/or employees. Plaintiff

further objects to this Interrogatory insofar as it seeks a legal

conclusion. Plaintiff further objects to the extent Defendants

intend to state that Plaintiff could possibly mitigate its damages,

as the amounts in question were always in the exclusive control

of Defendants. Notwithstanding and without waiving the

foregoing objections, the damages Plaintiff seeks includes, but

may not be limited to, all amounts Defendants were

contractually obligated to pay to Plaintiff from the PBMs for

which the parties agreed Defendants would process claims

submitted by Plaintiff. The amount of damages is the dollar

figure representing the amount Defendants were responsible

for processing and remitting to Plaintiff, minus any amounts

Defendants actually submitted to Plaintiff, plus any punitive

damages that may be available to Plaintiff, along with attorneys’

fees and costs, and any other damages that may be revealed in

the course of discovery. Plaintiff also seeks an accounting,

such that it may ascertain a full and accurate statement of its

damages. Its efforts to mitigate include, but are not limited to its

letter of March 8, 2019, as set forth in the Amended Statement

of Claims. Plaintiff reserves the right to amend or supplement

this and any other answer to Interrogatories.

E-MedRx Interrogatory Responses, Response to Interrogatory No. 9.

The Pill Club’s objection that Defendants already know the

information is overruled for the reasons set forth above. The objection that

the question asked for a legal conclusion is also overruled. The

interrogatory asks for the amount of damages and the calculations of those

damages. That question does not ask for a legal conclusion. The question

asks whether The Pill Club has tried to mitigate damages. This question

also does not ask for a legal conclusion. The response does not answer

either of these portions of the interrogatory. The Court orders The Pill Club

to provide a supplemental answer to this interrogatory in which The Pill

Club states the amount of damages claimed up to February 22, 2021, the

date that Defendants served the E-MedRx Interrogatories (based on the

information The Pill Club currently has).

The Court orders The Pill Club to include in the supplemental answer

the calculations used to derive the amount of damages currently claimed.

The Court orders The Pill Club to state in the supplemental answer any

actions that it has taken to mitigate damages. The current answer to the

interrogatory indicates that The Pill Club takes the position that it cannot

mitigate damages under the circumstances of this case. If that is The Pill

Club’s position, The Pill Club shall state why it cannot mitigate damages in

the supplemental answer. The Court orders The Pill Club to produce all

nonprivileged documents supporting its calculation of damages. The Pill

Club again must also provide a privilege log that meets the requirements of

Fed. R. Civ. P. 26(b)(5)(A) that identifies all documents withheld on a claim

of privilege.

E-MedRx Interrogatory No. 11

E-MedRx Interrogatory No. 11 asked”

11. Identify each bank account You had from 2015 to the

present in which payments from insurance companies, PSAO’s

or any other source of revenue were deposited, including but

not limited to the name and address of the bank, the bank’s

routing number, and the account number for each account You

identify in response to this interrogatory.

E-MedRx Interrogatories, Interrogatory No. 11. The Pill Club responded:

Response: Plaintiff objects to this Interrogatory because it is

overly broad, unduly burdensome and irrelevant, insofar as

such Interrogatory seeks the production of documents and the

relation of facts that do not relate to or concern, nor are likely to

lead to discovery of any information relevant to or otherwise

admissible as to a matter in dispute. The information sought

bears no relevance to any claim or defense in this matter, and

Plaintiff will not answer.

E-MedRx Interrogatory Responses, Response to Interrogatory No. 11.

The Pill Club’s objections are overruled. The request is not overly

broad or unduly burdensome, and the request seeks information that may

lead to relevant evidence. The identifying information for bank accounts

should not be difficult to obtain. The information could allow Defendants to

secure information about revenues from other sources. That information

might be relevant to the Mitigation of Damages Defense and may be

relevant to The Pill Club’s damage claims themselves. The records might

also show a cessation of revenues from Humana or some other source that

might be relevant to the Breach of Contract Defense. The Court orders the

Pill Club to answer the interrogatory in full.

E-MedRx Interrogatory No. 12

E-MedRx Interrogatory No. 12 asked:

12. Have You entered into any agreements with a PSAO since

2015, other than with E-MedRx? If Your answer is in the

affirmative, for each PSAO state: the full legal name and, if

applicable, the “doing business as” name of the PSAO, the

nature and purpose of the agreement, whether the agreement

is written or oral, whether the agreement has been terminated

and if it has, the reason it was terminated and by whom.

E-MedRx Interrogatories, Interrogatory No. 12. The Pill Club responded:

Response: Plaintiff objects to this Interrogatory because it is

overly broad, unduly burdensome and irrelevant, insofar as

such Interrogatory seeks the production of documents and the

relation of facts that do not relate to or concern, nor are likely to

lead to discovery of any information relevant to or otherwise

admissible as to a matter in dispute. The information sought

bears no relevance to any claim or defense in this matter, and

Plaintiff will not answer.

E-MedRx Interrogatory Responses, Response to Interrogatory No. 12.

The Pill Club’s objections are overruled. The request is not overly

broad or unduly burdensome, and the request seeks information that may

lead to relevant evidence. The information sought may lead to evidence

relevant to the Defendants’ Mitigation of Damages Defense. The

information may also be relevant to the Defendants’ claim that The Pill Club

was terminated by other PSAOs and insurance providers which may lead

to relevant evidence concerning the Defendants’ Breach of Contract

Defense. The Court orders The Pill Club to answer the interrogatory in full.

E-MedRx Interrogatory No. 13

E-MedRx Interrogatory No. 13 asked:

13. Have You ever been terminated from any contract,

agreement or relationship with any PSAO, PBM, health

insurance company, provider network or health care provider?

If Your answer is in the affirmative, state the date of the

termination, the reason and/or explanation You were given for

the termination and a description and location of each

Document reflecting the termination or reasons for it.

E-MedRx Interrogatories, Interrogatory No. 13. The Pill Club

responded:

Response: Plaintiff objects to this Interrogatory because it is

overly broad, unduly burdensome and irrelevant, insofar as

such Interrogatory seeks the production of documents and the

relation of facts that do not relate to or concern, nor are likely to

lead to discovery of any information relevant to or otherwise

admissible as to a matter in dispute. The information sought

bears no relevance to any claim or defense in this matter, and

Plaintiff will not answer.

E-MedRx Interrogatory Responses, Response to Interrogatory No. 13.

The Pill Club’s objections are overruled in part. The interrogatory is

unduly burdensome because it does not have a time frame. The Court in

its discretion limits the interrogatory to January 1, 2018 and thereafter. The

parties entered into their contract in 2018, so January 1, 2018 is a

reasonable starting date. The interrogatory otherwise is not unduly

burdensome and is likely to lead to information that is relevant to the

Defendants’ Breach of Contract Defense. The Court orders The Pill Club to

answer the interrogatory in full for the period of January 1, 2018 to present.

E-MedRx Interrogatory No. 14

E-MedRx Interrogatory No. 14 asked:

14. Identify each state or jurisdiction in which You are licensed

to provide any pharmaceutical services, including the date You

became licensed, the identification or registration number

associated with the license, whether the license is current,

whether the license has been subjected to any discipline and, if

the license is no longer current, the date and reason for which

the license was terminated or no longer valid.

E-MedRx Interrogatories, Interrogatory No. 14. The Pill Club responded:

Response: Plaintiff objects to this Interrogatory because it is

overly broad, unduly burdensome and irrelevant, insofar as

such Interrogatory seeks the production of documents and the

relation of facts that do not relate to or concern, nor are likely to

lead to discovery of any information relevant to or otherwise

admissible as to a matter in dispute. The Interrogatory is also

vague and ambiguous, as “pharmaceutical services” is not a

defined term and is capable of multiple meanings.

Notwithstanding and without waiving the foregoing objection,

Plaintiff maintains licenses that permit it to distribute

pharmaceutical products in every state, as well as the District of

Columbia. Plaintiff will provide licensing information in its

discovery production. Plaintiff reserves the right to amend or

supplement this and any other answer to Interrogatories.

E-MedRx Interrogatory Responses, Response to Interrogatory No. 14.

The Pill Club’s objections are overruled. The request is relevant to

the Defendants’ Breach of Contract Defense, Fraudulent Misrepresentation

Defense, and Unilateral Mistake Defense, and the request is not overly

burdensome. The term “pharmaceutical services” is defined in the parties’

contract. See Exhibits to the Complaint (d/e 3), Exhibit A, 2018 E-MedRx

Solutions Participation Agreement dated April 25, 2018 (Agreement), §

1.e). The Pill Club, however, states that it will provide its licensing

information in its document production. The Court directs the Pill Club to

provide a copy of its license in every state and the District of Columbia that

authorizes The Pill Club to provide pharmaceutical services, as defined in

the parties’ Agreement. If The Pill Club does not have such a license in

each state and the District of Columbia, then the Pill Club shall supplement

its response to this interrogatory and identify each state (and/or the District

of Columbia) in which it does not have such a license.

E-MedRx Interrogatory No. 15

E-MedRx Interrogatory No. 15 asked:

15. Identify each state or other jurisdiction in the United States

in which You provided pharmaceutical services from 2015-

2020.

E-MedRx Interrogatories, Interrogatory No. 15. The Pill Club responded:

Response: Plaintiff objects to this Interrogatory because it is

overly broad, unduly burdensome and irrelevant, insofar as

such Interrogatory seeks the production of documents and the

relation of facts that do not relate to or concern, nor are likely to

lead to discovery of any information relevant to or otherwise

admissible as to a matter in dispute. The Interrogatory is also

vague and ambiguous, as “pharmaceutical services” is not a

defined term and is capable of multiple meanings. Moreover,

the date range predates the relevant dates for this dispute, as

the parties entered into a contract on or about April 25, 2018.

Notwithstanding and without waiving the foregoing objection,

Plaintiff distributed pharmaceutical products in all states in

which it was licensed to distribute such products at all relevant

times.

E-MedRx Interrogatory Responses, Response to Interrogatory No. 15.

The Pill Club’s objections are overruled. Listing each state and

jurisdiction in the United States in which The Pill Club provided

pharmaceutical services is not difficult or unduly burdensome. Again, the

term pharmaceutical services is defined in the party’s contract and is not

vague or ambiguous. The information sought is relevant to the Breach of

Contract Defense, the Fraudulent Misrepresentation Defense, and the

Unilateral Mistake Defense. The Pill Club’s response is also

nonresponsive. The Court orders the Pill Club to list each state or

jurisdiction within the United States in which The Pill Club provided

pharmaceutical services, as that term is defined in the Agreement, from

January 1, 2015 through December 31, 2020.

Document Production Requests

Defendants’ Request No. 1

Defendants’ Requests No. 1 requested:

1. All Documents memorializing, describing or reflecting any

event alleged in the Complaint.

Moran Declaration, Exhibit C, Defendant’s’ First Set of Request to Produce

(Defendant’s’ Production Requests), Request No. 1. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome. Plaintiff objects to

this Document Request insofar as it seeks information that was

or is in the possession of Defendants, their agents, servants,

and/or employees. Plaintiff objects to this Document Request

insofar as it seeks information which is subject to the attorney-

client privilege, represents work product, constitutes privileged

material prepared in anticipation of litigation or is subject to any

other privilege recognized at law. Plaintiff objects to this

Document Request insofar as it seeks information that is not in

the purview of the knowledge of its agents, employees or

attorneys.

Notwithstanding and without waiving the foregoing objections,

Plaintiff will produce all relevant, non-privileged documents

within its possession responsive to this Request, subject to the

parties entering into a HIPAA compliant protective order.

Plaintiff reserves the right to amend or supplement this and any

other response to Requests for Production.

Moran Declaration, Exhibit F, Plaintiff’s Response to Defendants’ Request

to Produce (Production Request Response), Response to Request No. 1.

The Court agrees that the Request is overly broad. The Pill Club,

however, agreed to produce nonprivileged documents responsive to this

request once a HIPAA qualified protective order was entered. The Pill Club

shall produce the nonprivileged documents responsive to the request. The

Pill Club shall also produce a privilege log that meets the requirements of

Fed. R. Civ. P. 26 (b)(5)(A) that identifies any responsive documents

withheld on a claim of privilege.

Defendants’ Request No. 2

Defendant’s’ Request No. 2 requested:

2. All Documents supporting or refuting any allegation in the

Complaint.

Defendants’ Production Requests, Request No. 2. The Pill Club responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome, insofar as it seeks

expansive production of documents that could plausibly be

interpreted as supporting or refuting allegations in the

Complaint. Plaintiff objects to this Document Request insofar as

it seeks information that was or is in the possession of

Defendants, their agents, servants, and/or employees. Plaintiff

objects to this Document Request insofar as it seeks

information which is subject to the attorney-client privilege,

represents work product, constitutes privileged material

prepared in anticipation of litigation or is subject to any other

privilege recognized at law. Plaintiff objects to this Document

Request insofar as it seeks information that is not in the

purview of the knowledge of its agents, employees or attorneys.

Notwithstanding and without waiving the foregoing objections,

Plaintiff will produce all relevant, non-privileged documents

within its possession responsive to this Document Request,

subject to the parties entering into a HIPAA compliant

protective order. Plaintiff reserves the right to amend or

supplement this and any other response to Requests for

Production.

Production Requests Response, Response to Requests No. 2.

The Court agrees that the Request is overly broad. The Pill Club,

however, agreed to produce nonprivileged documents responsive to this

request once a HIPAA qualified protective order was entered. Such a

protective order has now been entered. The Pill Club shall produce the

nonprivileged documents responsive to the request. The Pill Club shall

also produce a privilege log that meets the requirements of Fed. R. Civ. P.

26 (b)(5)(A) that identifies any responsive documents withheld on a claim of

privilege.

Defendants’ Request No. 3

Defendant’s’ Request No. 3 requested:

3. All Documents memorializing, describing or reflecting any

event, which, though not alleged in the Complaint, supports or

refutes the allegations in the Complaint.

Defendants’ Production Requests, Request No. 3. The Pill Club responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome, insofar as it seeks

expansive production of documents that could plausibly be

interpreted as supporting or refuting allegations in the

Complaint. Plaintiff objects to this Document Request insofar as

it seeks information that was or is in the possession of

Defendants, their agents, servants, and/or employees. Plaintiff

objects to this Document Request insofar as it seeks

information which is subject to the attorney-client privilege,

represents work product, constitutes privileged material

prepared in anticipation of litigation or is subject to any other

privilege recognized at law. Plaintiff objects to this Document

Request insofar as it seeks information that is not in the

purview of the knowledge of its agents, employees or attorneys.

Notwithstanding and without waiving the foregoing objections,

Plaintiff will produce all relevant, non-privileged documents

within its possession responsive to this Document Request,

subject to the parties entering into a HIPAA compliant

protective order. Plaintiff reserves the right to amend or

supplement this and any other response to Requests for

Production.

Production Requests Response, Response to Requests No. 3.

The Court agrees that the Request is overly broad. The Pill Club,

however, agreed to produce nonprivileged documents responsive to this

request once a HIPAA qualified protective order was entered. Such a

protective order has now been entered. The Pill Club shall produce the

nonprivileged documents responsive to the request. The Pill Club shall

also produce a privilege log that meets the requirements of Fed. R. Civ. P.

26 (b)(5)(A) that identifies any responsive documents withheld on a claim of

privilege.

Defendants’ Request No. 4

Defendants’ Request No. 4 requested:

4. All statements and/or affidavits from any person regarding

any of the events or injuries alleged in the Complaint.

Defendants Production Requests, Request No. 4. The Pill Club responded:

Response: Plaintiff objects to this Document Request insofar as

it seeks information that was or is in the possession of

Defendants, their agents, servants, and/or employees. Plaintiff

objects to this Document Request insofar as it seeks

information which is subject to the attorney-client privilege,

represents work product, constitutes privileged material

prepared in anticipation of litigation or is subject to any other

privilege recognized at law. Plaintiff objects to this Document

Request insofar as it seeks information that is not in the

purview of the knowledge of its agents, employees or attorneys.

Notwithstanding and without waiving the foregoing objections,

no responsive documents currently exist. Plaintiff reserves the

right to amend or supplement this and any other response to

Requests for Production.

Production Requests Response, Response to Request No. 4.

The Pill Club’s objections are overruled. The Court overrules the

Objections to this Request because The Pill Club has a continuing

obligation to supplement its response to provide any responsive documents

that come into its possession, custody, or control. Fed. R. Civ. P. 26(e)(1).

Thus, even though The Pill Club does not currently have any responsive

documents, it must produce any that come into its possession, custody, or

control. The objection that the information is already known by the

Defendants is overruled for the reasons stated above. The objection that

the documents are subject to a claim of privilege is overruled because the

claim of privilege is not a basis to refuse to respond to a request for

production. Rather, The Pill Club shall provide a privilege log that meets the

requirements of Fed. R. Civ. P. 26 (b)(5)(A) that identifies any responsive

documents withheld on a claim of privilege. The objection that the request

seeks information not in the purview of the knowledge of The Pill Club or its

agents or employees is overruled. The Pill Club is obligated to produce

responsive documents in its possession, custody, or control regardless of

whether the documents are in the purview of the knowledge of The Pill

Club, etc. Fed. R. Civ. P. 34(a)(1). Should The Pill Club acquire a

statement responsive to this request, the statement will be in The Pill

Club’s possession, custody, or control and must be produced.

Defendants’ Request No. 5

Defendants’ Request No. 5 requested:

5. All Documents, video recordings or audio records reflecting

any statement made by any person with respect to any of the

events or injuries alleged in the Complaint, other than

communications with Your attorney(s) of record in this lawsuit.

Defendants Production Requests, Request No. 5. The Pill Club responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome, as all Documents

that reflect statements made by a person “with respect to” the

events and injuries alleged in the Complaint is vast, and may

include nonmaterial and non-relevant communications which

nevertheless could be interpreted as bearing “respect to” the

allegations. Plaintiff objects to this Document Request insofar

as it seeks information that was or is in the possession of

Defendants, their agents, servants, and/or employees. Plaintiff

objects to this Document Request insofar as it seeks

information which is subject to the attorney-client privilege,

represents work product, constitutes privileged material

prepared in anticipation of litigation or is subject to any other

privilege recognized at law. Plaintiff objects to this Document

Request insofar as it seeks information that is not in the

purview of the knowledge of its agents, employees or attorneys.

Notwithstanding and without waiving the foregoing objections,

no responsive video or audio recordings exist. Plaintiff will

produce all relevant, non-privileged documents within its

possession responsive to this Document Request, subject to

the parties entering into a HIPAA compliant protective order.

Plaintiff reserves the right to amend or supplement this and any

other response to Requests for Production.

Production Requests Response, Response to Request No. 5.

The Court agrees that the Request is overly broad. The Pill Club,

however, agreed to produce nonprivileged documents responsive to this

request once a HIPAA qualified protective order was entered. Such a

protective order has now been entered. The Pill Club shall produce the

nonprivileged documents responsive to the request. The Pill Club shall also

produce a privilege log that meets the requirements of Fed. R. Civ. P. 26

(b)(5)(A) that identifies any responsive documents withheld on a claim of

privilege.

Defendants’ Request No. 6

Defendants’ Request No. 6 requested:

6. All Documents containing or reflecting any communication

(whether written or oral) between You and any person or entity

with respect to any of the events or injuries alleged in the

Complaint, other than communications with Your attorney(s) of

record in this lawsuit.

Defendants Production Requests, Request No. 6. The Pill Club responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome, as all Documents

that reflect statements made by a person “with respect to” the

events and injuries alleged in the Complaint is vast, and may

include nonmaterial and non-relevant communications which

nevertheless could be interpreted as bearing “respect to” the

allegations. Plaintiff objects to this Document Request insofar

as it seeks information that was or is in the possession of

Defendants, their agents, servants, and/or employees. Plaintiff

objects to this Document Request insofar as it seeks

information which is subject to the attorney-client privilege,

represents work product, constitutes privileged material

prepared in anticipation of litigation or is subject to any other

privilege recognized at law. Plaintiff objects to this Document

Request insofar as it seeks information that is not in the

purview of the knowledge of its agents, employees or attorneys.

Notwithstanding and without waiving the foregoing objections,

Plaintiff will produce all relevant, non-privileged documents

within its possession responsive to this Document Request,

subject to the parties entering into a HIPAA compliant

protective order. Plaintiff reserves the right to amend or

supplement this and any other response to Requests for

Production.

Production Requests Response, Response to Request No. 6.

The Court agrees that the Request is overly broad. The Pill Club,

however, agreed to produce nonprivileged documents responsive to this

request once a HIPAA qualified protective order was entered. Such a

protective order has now been entered. The Pill Club shall produce the

nonprivileged documents responsive to the request. The Pill Club shall

also produce a privilege log that meets the requirements of Fed. R. Civ. P.

26 (b)(5)(A) that identifies any responsive documents withheld on a claim of

privilege.

Defendants’ Request No. 8

Defendants’ Request No. 8 requested:

8. All Documents supporting or refuting any damages claimed

by You.

Defendants Production Requests, Request No. 8. The Pill Club responded:

Response: Plaintiff objects to this Document Request insofar as

it seeks information that was or is in the possession of

Defendants, their agents, servants, and/or employees. Plaintiff

objects to this Document Request insofar as it seeks

information which is subject to the attorney-client privilege,

represents work product, constitutes privileged material

prepared in anticipation of litigation or is subject to any other

privilege recognized at law. Plaintiff objects to this Document

Request insofar as it seeks information that is not in the

purview of the knowledge of its agents, employees or attorneys.

Notwithstanding and without waiving the foregoing objections,

Plaintiff will produce all relevant, non-privileged documents

within its possession responsive to this Document Request,

subject to the parties entering into a HIPAA compliant

protective order. Plaintiff reserves the right to amend or

supplement this and any other response to Requests for

Production.

Production Requests Response, Response to Request No. 8.

The Pill Club’s objections are overruled. The objection that the

information is already known by the Defendants is overruled for the

reasons set forth above. The objection based on privilege is overruled for

the reasons set forth above. The objection that the documents are not in

the purview of the Defendant is overruled. The Pill Club has knowledge of

the damages it has sustained and seeks to recover. The Court orders The

Pill Club to produce responsive nonprivileged documents. The Pill Club

shall also produce a privilege log that meets the requirements of Fed. R.

Civ. P. 26 (b)(5)(A) that identifies any responsive documents withheld on a

claim of privilege.

Defendants’ Request No. 9

Defendants’ Request No. 9 requested:

9. All correspondence, notes, writings, diaries, logs or journals

that You prepared, received or acquired with respect to the

events or injuries alleged in the Complaint.

Defendants’ Production Requests, Request No. 9. The Pill Club responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome, as all Documents

that reflect statements made by a person “with respect to” the

events and injuries alleged in the Complaint is vast, and may

include nonmaterial and non-relevant communications which

nevertheless could be interpreted as bearing “respect to” the

allegations. Plaintiff objects to this Document Request insofar

as it seeks information that was or is in the possession of

Defendants, their agents, servants, and/or employees. Plaintiff

objects to this Document Request insofar as it seeks

information which is subject to the attorney-client privilege,

represents work product, constitutes privileged material

prepared in anticipation of litigation or is subject to any other

privilege recognized at law. Plaintiff objects to this Document

Request insofar as it seeks information that is not in the

purview of the knowledge of its agents, employees or attorneys.

Notwithstanding and without waiving the foregoing objections,

Plaintiff will produce all relevant, non-privileged documents

within its possession responsive to this Document Request,

should any exist, subject to the parties entering into a HIPAA

compliant protective order. Plaintiff reserves the right to amend

or supplement this and any other response to Requests for

Production.

Production Requests Response, Response to Request No. 9.

The Court agrees that the Request is overly broad. The Pill Club,

however, agreed to produce nonprivileged documents responsive to this

request once a HIPAA qualified protective order was entered. Such a

protective order has now been entered. The Pill Club shall produce the

nonprivileged documents responsive to the request. The Pill Club shall also

produce a privilege log that meets the requirements of Fed. R. Civ. P. 26

(b)(5)(A) that identifies any responsive documents withheld on a claim of

privilege.

Defendants’ Request No. 13

Defendants” Request No. 13 requested:

13. The author, publisher, date(s) of publication, edition and

pages to be used of any and all studies, textbooks, booklets,

pamphlets, papers, treatises, journals, Documents, periodicals,

articles or any written material of any kind to be relied upon by

You at trial for proof or cross-examination.

Defendants’ Production Requests, Request No. 13. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome insofar as it is

premature, as discovery is ongoing and is not complete, and

insofar as it seeks legal citations and authorities that may be

referred to in legal briefs. Plaintiff will produce responsive

documents where appropriate, and to the extent such

documents have been identified at a later date. Plaintiff

reserves the right to amend or supplement this and any other

response to Requests for Production.

Production Requests Response, Response to Request No. 13.

The objection that the request is premature is sustained. Some of the

documents sought are more appropriately produced as part of expert

discovery. The Pill Club also may not know exactly what documents may

be used on cross-examination until the Defendants’ witnesses are deposed

or testify on direct. The Court directs The Pill Club to provide within 30

days after the entry of any order on all motions for summary judgment filed

in this case, or if no summary judgment motions are filed, 30 days after the

deadline for filing dispositive motions, all responsive nonprivileged

documents of which The Pill Club is aware at that time and which have not

otherwise been produced during discovery.

Defendants’ Request No. 14

Defendants’ Request No. 14 requested:

14. Copies of, and citations to, any statute, administrative code,

regulation, rule, ordinance, law, bylaw, or any written material of

any kind purporting to be a legal authority to be relied upon by

You at any hearing or trial for proof or cross-examination.

Defendants’ Production Requests, Request No. 14. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome insofar as it is

premature, as discovery is ongoing and is not complete, and

insofar as it seeks legal citations and authorities that may be

referred to in legal briefs. Plaintiff will produce responsive

citations where appropriate, and to the extent such authorities

have been identified at a later date. Plaintiff reserves the right

to amend or supplement this and any other response to

Requests for Production.

Production Requests Response, Response to Request No. 14.

The Pill Club’s objection is sustained. The request is not proportional

to the needs of the case. The request seeks legal citations, not factual

information that might lead to relevant evidence.

Defendants’ Request No. 15.

Defendants’ Request No. 15 requested:

15. Copies of rules, regulations or bylaws of any association,

licensing authority, accrediting authority, inspection or reviewing

authority, public authority, certification board or any other

private or public body which You may rely on at any hearing

trial for proof or cross-examination.

Defendants’ Production Requests, Request No. 15. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome insofar as it is

premature, as discovery is ongoing and is not complete, and

insofar as it seeks legal citations and authorities that may be

referred to in legal briefs. Plaintiff will produce responsive

documents where appropriate, and to the extent such

documents have been identified at a later date. Plaintiff

reserves the right to amend or supplement this and any other

response to Requests for Production.

Production Requests Response, Response to Request No. 15.

The Pill Club’s objection that the request is premature is sustained.

Some of the documents sought are more appropriately produced as part of

expert discovery. The Pill Club also may not know exactly what documents

may be used on cross-examination until the Defendants’ witnesses are

deposed or testify on direct. The Court directs The Pill Club to provide

within 30 days after the entry of any order on all motions for summary

judgment filed in this case, or if no summary judgment motions are filed, 30

days after the deadline for filing dispositive motions, all responsive

nonprivileged documents of which The Pill Club is aware at that time and

which have not otherwise been produced during discovery.

Defendants’ Request No. 21

Defendants’ Request No. 21 requested:

21. Copies of all claims You submitted for reimbursement, for

which You believe EMedRx had any responsibility, payable in

whole or in part under a Medicare or Medicaid plan.

Defendants’ Production Requests, Request No. 21. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome, insofar as it seems

to seek physical copies of “claims” that do not exist in physical

form. Such claims are submitted through software designed

specifically for this purpose. Plaintiff further objects to this

Request insofar as it differentiates between Medicare or

Medicaid claims for which Defendant was responsible, and all

other claims for which Defendants were responsible.

Notwithstanding and without waiving this objection, Plaintiff will

submit documentation sufficient to demonstrate all claims

submitted by Plaintiff to Defendants, including information

demonstrating the Bank Identification Number (“BIN”) under

which the claim was submitted, which shall be sufficient to

demonstrate which plan was the ultimate payor. Plaintiff

reserves the right to amend or supplement this and any other

response to Requests for Production.

Production Requests Response, Response to Request No. 21.

The Pill Club’s objections are overruled. The Pill Club seeks payment

on unpaid claims. The Pill Club must produce the claims. The Court has

already directed The Pill Club to produce the claims data in native format

as set forth above in connection with Drennan Interrogatory No. 3. If The

Pill Club has additional responsive documents not produced in response to

Interrogatory No. 3, The Pill Club must produce those documents in native

format.

Defendants’ Request No. 28

Defendants’ Requests No. 28 requested:

28. Copies of all agreements You entered into with any PSAO

or PBM from 2015 to the present, other than with E-MedRx.

Defendants’ Production Requests, Request No. 28. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome, as the requested

documents are not reasonably calculated to lead to the

discovery of admissible evidence. Plaintiff further objects, as

the subject agreements are confidential and may not be

disclosed. Plaintiff therefore will not produce responsive

documents.

Production Requests Response, Response to Request No. 28.

The Pill Club’s objections are overruled in part. The Pill Club alleges

that The Pill Club first raised the issue of missing EOBs to Defendants in

September 2018. Amended Complaint, ¶ 21. As a result, the Court

believes that The Pill Club’s contracts with any other PSAO after that time

may lead to relevant evidence to the Mitigation of Damages Defense. The

parties furthermore have a protective order in place so the fact that the

documents are confidential is no longer a basis to refuse to produce them.

The Court orders The Pill Club to produce the nonprivileged responsive

documents entered into after September 1, 2018.

Defendants’ Request No. 29

Defendants’ Request No. 29 requested:

29. Copies of all agreements You entered into with any entity

from 2015 to the present, other than with E-MedRx, to join a

network of providers.

Defendants’ Production Requests, Request No. 29. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome, as the requested

documents are not reasonably calculated to lead to the

discovery of admissible evidence. Plaintiff further objects, as

the subject agreements are confidential and may not be

disclosed. Plaintiff therefore will not produce responsive

documents.

Production Requests Response, Response to Request No. 29.

The Pill Club’s objections are overruled in part. The Pill Club alleges

that The Pill Club first raised the issue of missing EOBs to Defendants in

September 2018. Amended Complaint, ¶ 21. As a result, the Court

believes that The Pill Club’s contracts to join a network of providers after

that time may lead to relevant evidence to the Mitigation of Damages

Defense. The parties furthermore have a protective order in place so the

fact that the documents are confidential is no longer a basis to refuse to

produce them. The Court orders The Pill Club to produce the nonprivileged

responsive documents entered into after September 1, 2018.

Defendants’ Request No. 30

Defendants’ Request No. 30 requested:

30. Copies of all agreements You entered into with any entity

from 2015 to the present, other than with E-MedRx, to process

or reconcile Claims.

Defendants’ Production Requests, Request No. 30. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome, as the requested

documents are not reasonably calculated to lead to the

discovery of admissible evidence. Plaintiff further objects, as

the subject agreements are confidential and may not be

disclosed. Plaintiff therefore will not produce responsive

documents.

Production Requests Response, Response to Request No. 30.

The Pill Club’s objections are overruled in part. The Pill Club alleges

that The Pill Club first raised the issue of missing EOBs to Defendants in

September 2018. Amended Complaint, ¶ 21. As a result, the Court

believes that The Pill Club’s contracts with entities to process and reconcile

claims after that time may lead to relevant evidence to the Mitigation of

Damages Defense. The parties furthermore have a protective order in

place so the fact that the documents are confidential is no longer a basis to

refuse to produce them. The Court orders The Pill Club to produce the

nonprivileged responsive documents entered into after September 1, 2018.

Defendant Request No. 31

Defendants’ Request No. 31 requested:

31. All Documents reflecting or related to Your termination from

any contract, agreement or relationship with any PSAO, PBM,

health insurance company, provider network or health care

provider from 2015 to the present.

Defendants’ Production Requests, Request No. 31. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome, as the requested

documents are not reasonably calculated to lead to the

discovery of admissible evidence. Plaintiff therefore will not

produce responsive documents.

Production Requests Response, Response to Request No. 31.

The Pill Club’s objections are overruled. The documents sought are

relevant to the Defendants’ Breach of Contract Defense, Fraudulent

Misrepresentation Defense, and Unilateral Mistake Defense. The Court

orders The Pill Club to produce responsive non-privileged documents

reflecting or related to Your termination from any contract, agreement, or

relationship with any PSAO, PBM, health insurance company, provider

network or health care provider after January 1, 2015.

Defendant Request No. 36

Defendants’ Request No. 36 requested:

36. Copies of each Claim you contend E-MedRx failed to pay

You.

Defendants’ Production Requests, Request No. 36. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome, insofar as it seems

to seek physical copies of “claims” that do not exist in physical

form. Plaintiff objects to this Document Request insofar as it

seeks information that was or is in the possession of

Defendants, their agents, servants, and/or employees. Such

claims are submitted through software designed specifically for

this purpose. Notwithstanding and without waiving this

objection, Plaintiff will submit documentation sufficient to

demonstrate all claims submitted by Plaintiff to Defendants,

including information demonstrating the Bank Identification

Number (“BIN”) under which the claim was submitted, which

shall be sufficient to demonstrate which plan was the ultimate

payor. Because Defendants have failed to remit EOBs sufficient

to reconcile any payments made by Defendants with claims

submitted by Plaintiff, an accounting is necessary, and is

therefore alleged as a cause of action in this matter. Plaintiff

reserves the right to amend or supplement this and any other

response to Requests for Production.

Production Requests Response, Response to Request No. 36.

The Pill Club’s objections are overruled. The Pill Club alleged,

“Plaintiff has accomplished some accounting of the outstanding balance

owed, based upon its review of its own claims that it has submitted for

processing. According to that data, E-MedRx owes the Pharmacy not less

than $2.5 million, and likely more.” Amended Complaint ¶ 20. The Pill

Club, therefore, has alleged that it has documents reflecting the claims it

has submitted for processing. The Pill Club wants to get paid on these

claims. E-MedRx is entitled to discover the claims. The Court orders The

Pill Club to provide the responsive nonprivileged documents in native

format.

Defendant Request No. 37

Defendants’ Request No. 37 requested:

37. For each Claim you contend E-MedRx failed to pay You, all

Documents reflecting the amount You billed, the entity to which

the Claim was sent, the amount allowed or approved by the

insurance company, PBM, or entity to which the Claim was

sent, the amount You believe E-MedRx should have paid You

and the amount E-MedRx did pay, if any.

Defendants’ Production Requests, Request No. 37. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome, insofar as it seems

to seek physical copies of “claims” that do not exist in physical

form. Plaintiff objects to this Document Request insofar as it

seeks information that was or is in the possession of

Defendants, their agents, servants, and/or employees. Such

claims are submitted through software designed specifically for

this purpose. The information sought is precisely the

information in the EOBs Plaintiff seeks from Defendants in this

lawsuit. Notwithstanding and without waiving this objection,

Plaintiff will submit documentation sufficient to demonstrate all

claims submitted by Plaintiff to Defendants, including

information demonstrating the Bank Identification Number

(“BIN”) under which the claim was submitted, which shall be

sufficient to demonstrate which plan was the ultimate payor.

Because Defendants have failed to remit EOBs sufficient to

reconcile any payments made by Defendants with claims

submitted by Plaintiff, an accounting is necessary, and is

therefore alleged as a cause of action in this matter. Plaintiff

reserves the right to amend or supplement this and any other

response to Requests for Production.

Production Requests Response, Response to Request No. 37.

The Pill Club’s objections are overruled. For the reasons set forth

with respect to Request No. 36, the Court orders The Pill Club to produce

all of the responsive documents containing responsive data in native

format.

Defendant Request No. 38

Defendants’ Request No. 38 requested:

38. All Documents You reviewed or relied upon for the

“accounting of the outstanding balance owed” as alleged in

paragraph 20 of the Complaint.

Defendants’ Production Requests, Request No. 38. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it seeks information that was or is in the possession of

Defendants, their agents, servants, and/or employees.

Notwithstanding and without waiving this objection, Plaintiff will

produce responsive documents. Plaintiff reserves the right to

amend or supplement this and any other response to Requests

for Production.

Production Requests Response, Response to Request No. 38.

For the reasons discussed above, The Pill Club’s objections are

overruled. The Court orders The Pill Club to produce all responsive

nonprivileged documents in native format.

Defendant Request No. 39

Defendants’ Request No. 39 requested:

39. Copies of any spreadsheets You created in connection with

the “accounting of the outstanding balance owed” as alleged in

paragraph 20 of the Complaint.

Defendants’ Production Requests, Request No. 39. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is wholly duplicative of Request #38, and therefore

incorporates its response to Request #38 as though fully set

forth herein. Plaintiff reserves the right to amend or supplement

this and any other response to Requests for Production.

Production Requests Response, Response to Request No. 39.

The Court agrees that the request may be duplicative of Request No.

38. Under either request, the Court orders The Pill Club to produce all

spreadsheets created in connection with the accounting alleged in ¶ 20 of

the Amended Complaint in native format.

Defendant Request No. 40

Defendants’ Request No. 40 requested:

40. All Documents related to any financial analysis or forensic

financial analysis performed as part of the accounting referred

to in paragraph 20 of the Complaint.

Defendants’ Production Requests, Request No. 40. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is wholly duplicative of Request #38, and therefore

incorporates its response to Request #38 as though fully set

forth herein. Plaintiff reserves the right to amend or supplement

this and any other response to Requests for Production.

Production Requests Response, Response to Request No. 40.

The Court agrees that the request may be duplicative of Request No.

38. Under either request, the Court orders The Pill Club to produce all

documents related to any financial analysis or forensic financial analysis

performed in connection with the accounting alleged in ¶ 20 of the

Amended Complaint in native format.

Defendant Request No. 41

Defendants’ Request No. 41 requested:

41. All Documents reflecting the substance of any

communications You had with any of Your agents, employees,

officers, managers, directors or third parties in connection with

the accounting. The scope of this request does not include

attorney-client communications.

Defendants’ Production Requests, Request No. 41. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is wholly duplicative of Request #38, and therefore

incorporates its response to Request #38 as though fully set

forth herein. Plaintiff reserves the right to amend or supplement

this and any other response to Requests for Production.

Production Requests Response, Response to Request No. 41.

The Court agrees that the request may be duplicative of Request No.

38. Under either request, the Court orders The Pill Club to produce all

nonprivileged communications The Pill Club had with its agents,

employees, officers, managers, directors or third parties in connection with

the accounting. The Pill Club shall also produce a privilege log that meets

the requirements of Fed. R. Civ. P. 26 (b)(5)(A) that identifies any

responsive documents withheld on a claim of privilege.

Defendant Request No. 42

Defendants’ Request No. 42 requested:

42. All Documents reflecting or related to the “data” referred to

in paragraph 20 of the Complaint.

Defendants’ Production Requests, Request No. 42. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is wholly duplicative of Request #38, and therefore

incorporates its response to Request #38 as though fully set

forth herein. Plaintiff reserves the right to amend or supplement

this and any other response to Requests for Production.

Production Requests Response, Response to Request No. 42.

The Court agrees that the request may be duplicative of Request No.

38. Under either request, the Court orders The Pill Club to produce all

nonprivileged documents reflecting or related to the “data” referred to in ¶

20 of the Amended Complaint in native format. The Pill Club shall also

produce a privilege log that meets the requirements of Fed. R. Civ. P. 26

(b)(5)(A) that identifies any responsive documents withheld on a claim of

privilege.

Defendant Request No. 43

Defendants’ Request No. 43 requested:

43. Copies of all “data” You reviewed as alleged in paragraph

20 of the Complaint.

Defendants’ Production Requests, Request No. 43. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is wholly duplicative of Request #38, and therefore

incorporates its response to Request #38 as though fully set

forth herein. Plaintiff reserves the right to amend or supplement

this and any other response to Requests for Production.

Production Requests Response, Response to Request No. 43.

The Court agrees that the request may be duplicative of Request No.

38. Under either request, the Court orders The Pill Club to produce all data

in native format that The Pill Club reviewed as alleged in ¶ 20 of the

Amended Complaint.

Defendant Request No. 44

Defendants’ Request No. 44 requested:

44. All Documents supporting or refuting Your allegation that E-

MedRx owes You “not less than $2.5 million, and likely more.”

Defendants’ Production Requests, Request No. 44. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is wholly duplicative of Request #38, and therefore

incorporates its response to Request #38 as though fully set

forth herein. Plaintiff reserves the right to amend or supplement

this and any other response to Requests for Production.

Production Requests Response, Response to Request No. 44.

The Court agrees that the request may be duplicative of Request No.

38. Under either request, the Court orders The Pill Club to produce all

nonprivileged documents supporting or refuting The Pill Club’s allegation

that E-MedRx owes The Pill Club “not less than $2.5 million, and likely

more.” The Pill Club shall also produce a privilege log that meets the

requirements of Fed. R. Civ. P. 26 (b)(5)(A) that identifies any responsive

documents withheld on a claim of privilege.

Defendant Request No. 46

Defendants’ Request No. 46 requested:

46. All Documents supporting or refuting Your contention in

paragraph 1 of the Complaint that Drennan diverted corporate

funds or funds intended for You her own personal benefit.

Defendants’ Production Requests, Request No. 46. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it seeks information that was or is in the possession of

Drennan, her agents, servants, and/or employees.

Notwithstanding and without waiving the foregoing objection,

Plaintiff hereby incorporates the First Amended Complaint as

though set forth in its entirety in response to this Request. The

facts as set forth in the First Amended Complaint give rise to an

inference that there is such a unity of interest and ownership

that the separate personalities of E-MedRx and Drennan no

longer exist. Plaintiff reserves the right to amend or supplement

this and any other response to Requests for Production.

Production Requests Response, Response to Request No. 46.

The Court overrules The Pill Club’s objection. The fact that the

documents requested include privileged documents is not a basis to object

to the document request. Further, citing the Amended Complaint is also

insufficient. The Pill Club must produce all nonprivileged documents that

are responsive to the request and must produce a privilege log that meets

the requirements of Fed. R. Civ. P. 26 (b)(5)(A) that identifies any

responsive documents withheld on a claim of privilege. If The Pill Club has

no other documents besides the Amended Complaint that are responsive

to this documents request, The Pill Club must say so in its response.

Defendant Request No. 48

Defendants’ Request No. 48 requested:

48. For each statement You attribute to Drennan in paragraphs

21-30 of the Complaint, all Documents supporting or refuting

Your contention that You relied on the statement.

Defendants’ Production Requests, Request No. 48. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome, insofar as it

encompasses every transaction Plaintiff entered into with the

expectation that Defendants would honor the contract with

Plaintiff. Notwithstanding and without waiving the foregoing

objection, Plaintiff will produce all documents demonstrating

that Plaintiff continued to submit claims to Defendants after

receiving the statements. Plaintiff reserves the right to amend

or supplement this and any other response to Requests for

Production.

Production Requests Response, Response to Request No. 48.

The Court sustains The Pill Club’s objection in part. The Court limits

the request to documents related to every statement of Drennan in ¶¶ 21-

30 of the Amended Complaint that The Pill Club alleges was false on which

The Pill Club intends to rely to prove any allegation in the Amended

Complaint. Producing documents showing that The Pill Club continued to

submit claims is insufficient. The request asks for all documents to support

your contentions in those paragraphs. The Pill Club must produce all

nonprivileged documents that are responsive to the request and must

produce a privilege log that meets the requirements of Fed. R. Civ. P. 26

(b)(5)(A) that identifies any responsive documents withheld on a claim of

privilege. If The Pill Club has no other responsive documents besides

documents showing that The Pill Club continued to submit claims after

receiving Drennan’s statements, The Pill Club must say so in its response.

The Pill Club has a continuing obligation to supplement its response should

it discover additional false statements on which it intends to rely. Fed. R.

Civ. P. 26(e).

Defendant Request No. 49

Defendants’ Request No. 49 requested:

49. For each statement You attribute to Drennan in paragraphs

21-30 of the Complaint, all Documents reflecting any damage,

injury or loss You incurred as a result of your reliance on the

statement, including but not limited to the amount of any

damage, injury or loss You are claiming in this lawsuit.

Defendants’ Production Requests, Request No. 49. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome, insofar as it

encompasses every transaction Plaintiff entered into with the

expectation that Defendants would honor the contract with

Plaintiff. Notwithstanding and without waiving the foregoing

objection, Plaintiff will produce all documents demonstrating

that Plaintiff continued to submit claims to Defendants after

receiving the statements. Plaintiff reserves the right to amend

or supplement this and any other response to Requests for

Production.

Production Requests Response, Response to Request No. 49.

The Court overrules The Pill Club’s objection. The Pill Club alleges

that Drennan made false and evasive statements from September 2018

through April 2019 to avoid paying The Pill Club. Amended Complaint ¶¶

21-30. Defendants are entitled to discover documents related to these

allegations. Producing documents showing that The Pill Club continued to

submit claims is insufficient. The request asks for all documents related to

any damage, injury, or loss incurred as a result of relying on the alleged

statements. The Pill Club must produce all nonprivileged documents that

are responsive to the request and must produce a privilege log that meets

the requirements of Fed. R. Civ. P. 26 (b)(5)(A) that identifies any

responsive documents withheld on a claim of privilege. If The Pill Club has

no other responsive documents besides documents showing that The Pill

Club continued to submit claims after receiving Drennan’s statements, The

Pill Club must say so in its response.

Defendant Request No. 50

Defendants’ Request No. 50 requested:

50. For each statement You attribute to Drennan in paragraphs

21-30 of the Complaint, all Documents supporting or refuting

Your contention that Your reliance on the statement caused or

contributed to any damage, injury or loss You are claiming in

this lawsuit.

Defendants’ Production Requests, Request No. 50. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome, insofar as it

encompasses every transaction Plaintiff entered into with the

expectation that Defendants would honor the contract with

Plaintiff. Notwithstanding and without waiving the foregoing

objection, Plaintiff will produce all documents demonstrating

that Plaintiff continued to submit claims to Defendants after

receiving the statements. Plaintiff reserves the right to amend

or supplement this and any other response to Requests for

Production.

Production Requests Response, Response to Request No. 50.

The Court overrules The Pill Club’s objection. The Pill Club alleges

that Drennan made false and evasive statements from September 2018

through April 2019 to avoid paying The Pill Club. Amended Complaint ¶¶

21-30. Defendants are entitled to discover documents related to these

allegations. Producing documents showing that The Pill Club continued to

submit claims is insufficient. The request asks for all documents showing

that The Pill Club’s reliance on Drennan’s alleged false statements caused

the alleged damages to The Pill Club. The Pill Club must produce all

nonprivileged documents that are responsive to the request and must

produce a privilege log that meets the requirements of Fed. R. Civ. P. 26

(b)(5)(A) that identifies any responsive documents withheld on a claim of

privilege. If The Pill Club has no other responsive documents besides

documents showing that The Pill Club continued to submit claims after

receiving Drennan’s statements, The Pill Club must say so in its response.

Defendant Request No. 51

Defendants’ Request No. 51 requested:

51. All Documents supporting or refuting Your contention in

paragraph 31 of Your complaint that the statements You

attribute to Drennan “represent a pattern of fraudulent behavior

designed to induce Plaintiff into deferring any action to collect

contractual payments or seek new PSAO services.”

Defendants’ Production Requests, Request No. 51. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it seeks information that was or is in the possession of

Defendants, and their agents, servants, and/or employees.

Plaintiff further objects to this Request insofar as it suggests

more documents are necessary to demonstrate the statements

represented the pattern of fraudulent behavior as alleged in the

Complaint. Plaintiff further incorporates the Complaint as

though fully set forth herein. Plaintiff reserves the right to

amend or supplement this and any other response to Requests

for Production.

Production Requests Response, Response to Request No. 51.

The objection that Defendants already know the information

requested is overruled for the reasons stated above. The objection that the

request suggests something about the proof needed to establish an

allegation is overruled. The Defendants are entitled to discover relevant

information in the possession, custody, or control of The Pill Club, not just

the amount needed to prove or disprove an allegation. The incorporation of

the Amended Complaint is nonresponsive. The Court orders The Pill Club

to produce all nonprivileged documents supporting or refuting the

contention from ¶ 31 of the Amended Complaint quoted in the request, and

The Pill Club must produce a privilege log that meets the requirements of

Fed. R. Civ. P. 26 (b)(5)(A) that identifies any responsive documents

withheld on a claim of privilege. If The Pill Club has no other responsive

documents besides the Amended Complaint to prove or refute the quoted

contention, The Pill Club must say so in its response.

Defendant Request No. 52

Defendants’ Request No. 52 requested:

52. All Documents reflecting each “action” You deferred to

collect contractual payments, as alleged in paragraph 31 of

Your Complaint, as a result of any statement You attribute to

Drennan.

Defendants’ Production Requests, Request No. 52. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome, insofar as it

encompasses every transaction Plaintiff entered into with the

expectation that Defendants would honor the contract with

Plaintiff. Notwithstanding and without waiving the foregoing

objection, Plaintiff will produce all documents demonstrating

that Plaintiff continued to submit claims to Defendants after

receiving the statements. Plaintiff reserves the right to amend

or supplement this and any other response to Requests for

Production.

Production Requests Response, Response to Request No. 52.

The objection is overruled. The Pill Club alleged in ¶ 31 of the

Amended Complaint that Drennan engaged in a pattern of fraudulent

behavior designed to induce The Pill Club to defer any action to collect

contractual payments. The Defendants are entitled to discover the

information in the possession, custody, or control of The Pill Club that

supports or refutes that allegation. The Court orders The Pill Club to

produce all nonprivileged documents responsive to the request, and The

Pill Club must produce a privilege log that meets the requirements of Fed.

R. Civ. P. 26 (b)(5)(A) that identifies any responsive documents withheld on

a claim of privilege. If The Pill Club has no other responsive documents

besides “all documents demonstrating that Plaintiff continued to submit

claims to Defendants after receiving the statements,” The Pill Club must

say so in its response.

Defendant Request No. 53

Defendants’ Request No. 53 requested:

53. All Documents reflecting an/or related to each PSAO You

could have sought services from, but did not, as a result of any

statement You attribute to Drennan.

Defendants’ Production Requests, Request No. 53. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome, insofar as it

encompasses essentially every PSAO doing business in the

United States. Plaintiff objects to this Request insofar as it

seeks information that was or is in the possession of

Defendants, and their agents, servants, and/or employees.

Plaintiff further objects to this request insofar as it seeks

documents not in the possession of Plaintiff or its agents.

Based upon the foregoing objections, Plaintiff shall not produce

responsive documents.

Production Requests Response, Response to Request No. 53.

The Court sustains the objection that the request is overly broad and

unduly burdensome. The request asks for documents related to all other

PSAOs in the country.

Defendant Request No. 54

Defendants’ Request No. 54 requested:

54. All Documents reflecting an/or related to each PSAO from

which You had an opportunity to obtain services, but did not, as

a result of any statement You attribute to Drennan.

Defendants’ Production Requests, Request No. 54. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad and unduly burdensome, insofar as it

encompasses essentially every PSAO doing business in the

United States. Plaintiff objects to this Request insofar as it

seeks information that was or is in the possession of

Defendants, and their agents, servants, and/or employees.

Plaintiff further objects to this request insofar as it seeks

documents not in the possession of Plaintiff or its agents.

Based upon the foregoing objections, Plaintiff shall not produce

responsive documents.

Production Requests Response, Response to Request No. 54.

The Court sustains the objection that the request is overly broad and

unduly burdensome. The request asks for documents related to all other

PSAOs in the country.

Defendant Request No. 55

Defendants’ Request No. 55 requested:

55. Copies of all applications You submitted to any PSAO,

other than E-MedRx, for any purpose.

Defendants’ Production Requests, Request No. 55. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is overly broad, unduly burdensome, as the information

sought is not relevant to the subject involved in this litigation nor

reasonably calculated to lead to discovery of admissible

evidence.

Production Requests Response, Response to Request No. 55.

The Court sustains the objection in part. The Court limits the request

to applications submitted after January 21, 2015. The applications may

lead to relevant evidence for the Defendants’ affirmative defenses,

including the Fraudulent Misrepresentation Defense, Unilateral Mistake

Defense, and Mitigation of Damages Defense, as well as The Pill Club’s

claims of reliance on Drennan’s alleged false statements. The Pill Club

alleges that E-MedRx’s breaches began in January 2015. The Court

therefore sustains the objection with respect to applications filed before

January 1, 2015. The Court orders The Pill Club to produce all applications

submitted to any PSAO, other than E-MedRx, for any purpose after

January 1, 2015.

Defendant Request No. 59

Defendants’ Request No. 59 requested:

59. All Documents supporting or refuting Your contention that

the termination of the Agreement caused or contributed to any

damage, injury or loss You are claiming in this lawsuit.

Defendants’ Production Requests, Request No. 59. The Pill Club

responded:

Response: Plaintiff objects to this Document Request insofar as

it is wholly duplicative of Request #58. Plaintiff hereby

incorporates its response to Request #58 as its response to this

Request, as though fully set forth herein. Plaintiff reserves the

right to amend or supplement this and any other response to

Requests for Production.

Production Requests Response, Response to Request No. 59. Request

No. 58 requested:

58. All Documents supporting or refuting any damage, injury or

loss You claim to have incurred in paragraph 38 of the

Complaint as a result of the termination of the Agreement by E-

MedRx.

Defendants’ Production Requests, Request No. 58. The Pill Club’s

responded:

Response: Plaintiff will produce all non-privilege, responsive

documents in its possession relevant to this request. Plaintiff

reserves the right to amend or supplement this and any other

response to Requests for Production.

Production Requests Response, Response to Request No. 58.

The Court Pill Club’s objection is overruled. Request No. 59 asked

for documents showing causation, that the termination of the Agreement

caused damage. Request No. 58 did not ask for documents showing

causation. The Court orders The Pill Club to produce all nonprivileged

documents responsive to Request No. 59. The Court also orders The Pill

Club to produce a privilege log that meets the requirements of Fed. R. Civ.

P. 26 (b)(5)(A) that identifies any responsive documents withheld on a

claim of privilege.

CONCLUSION

The Court orders The Pill Club to provide Defendants with the

additional discovery and privilege logs required by this Opinion by

November 28, 2021.

The Court has allowed this Motion in part. The Court may apportion

expenses for the Motion. Fed. R. Civ. P. 37(a)(5)(C). The Court

determines that apportionment of expenses is not appropriate in this case.

THEREFORE, IT IS ORDERED THAT Defendants E-MedRx

Solutions, Inc., and Debbie Drennan’s First Motion to Compel Discovery

(d/e 40) is ALLOWED in part and DENIED in part.

ENTER: October 28, 2021

s/ Tom Schanzle-Haskins

TOM SCHANZLE-HASKINS

UNITED STATES MAGISTRATE JUDGE