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IQVIA, INC. v. Veeva Systems, Inc.

United States District Court, D. New Jersey

October 11, 2018

IQVIA, INC. and IMS SOFTWARE SERVICES, LTD, Plaintiffs/ Counterclaim Defendants,
v.
VEEVA SYSTEMS, INC., Defendant/Counterclaim Plaintiff.

          ORDER & OPINION OF THE SPECIAL MASTER

          DENIS M. CAVANAUGA, U.S.D.J.

         This matter comes before the Special Master on Defendant-Counterclaim Plaintiff Veeva Systems, Inc.'s ("Veeva") motion to compel Plaintiffs-Counterclaim Defendants IQVIA, Inc. and IMS Software Services, LTD, (collectively "IQVIA") to provide good faith, complete productions of the requested documents in response to Request for Production ("RFP") Nos. 319-372. After considering the submissions of the parties, based upon the following, it is the opinion of the Special Master that Veeva's motion is DENIED in part and GRANTED in part.

         DISCUSSION

         I. Discovery Standard

         Pursuant to Rule 26(b)(1) of the Federal Rules of Civil Procedure, parties may obtain discovery of "any matter, not privileged, which is relevant to the subject matter involved in the pending action." Fed.R.Civ.P. 26(b)(1). Discoverable material is not limited to that which would be admissible at trial, but also includes any non-privileged information that "appears reasonably calculated to lead to the discovery of admissible evidence." Id. Relevance has been construed liberally under Rule 26(b)(1), to "encompass any matter that bears on, or that reasonably could lead to other matter[s] that could bear on, any issue that is or may be in the case." Oppenheimer Fund, Inc. v. Sanders, 437 U.S. 340, 351 (1978). While relevant information need not be admissible at trial in order to grant disclosure, the burden remains on the party seeking discovery to "show that the information sought is relevant to the subject matter of the action and may lead to admissible evidence." Caver v. City of Trenton, 192 F.R.D. 154, 159 (D.N.J. 2000). "Discovery is not a fishing expedition." Arena v. RiverSource Life Ins. Co., No. 2:16-CV-5063-JLL-SCM, 2017 WL 6513056, at *2 (D.N.J. Dec. 19, 2017). A party seeking to compel discovery bears the initial "burden of showing that the information sought is relevant to the subject matter of the action." Arena v. RiverSource Life Ins. Co., No. 16-5063, 2017 WL 6513056, at *2 (D.N.J. Dec. 19, 2017).

         In this Circuit, "[i]t is well recognized that the federal rules allow broad and liberal discovery." Pacini v. Macy's, 193 F.3d 766, 777-78 (3d Cir.1999) (citation omitted). Nevertheless, "this right is not unlimited and may be circumscribed." Bayer AG v. Betachem, Inc., 173 F.3d 188, 191 (3d Cir.1999). Pursuant to Rule 26(b)(2)(C)(3), "the court must limit the ... extent of discovery otherwise allowed by these rules ... if it determines that... the burden [ ] of the proposed discovery outweighs its likely benefit." Fed.R.Civ.P. 26(b)(2)(C)(3). Courts consider "the importance of the discovery in resolving the issues" at stake in the case in determining whether the burden of the discovery outweighs its likely benefit. Id. Additionally, the Federal Rules of Civil Procedure expressly allow the court to use its discretion and deny discovery requests if the material sought is "unreasonably cumulative." Fed.R.Civ.P. 26(b)(2).

         Rule 34(b) requires the producing party on a request for production of documents to serve a written response within 30 days after service of the request or within a longer or shorter period set by the court or agreed to by the parties. In its response, the producing party must state whether it assents or objects to the request and the reasons for any stated objection. "The failure to object to a discovery request in a timely fashion may constitute a waiver of the objection. However, it is within the Court's discretion not to compel discovery which is patently improper." Boselli v. Se. Pennsylvania Transp. Autk, 108 F.R.D. 723, 726 (E.D. Pa. 1985)(citations omitted).

         II. General Arguments

         Veeva argues that its requests are tailored to seek information about antitrust topics identified during Veeva's review of nonparty productions. Veeva asserts that to date it has only received 162 documents from IQVIA. Veeva argues that the burden is on IQVIA to show that Veeva's requests are unreasonably duplicative and that to meet this standard, IQVIA must demonstrate that particular requests are duplicative of produced documents or completed searches. Veeva argues that IQVIA's proposal to have Veeva withdraw its motion and give IQVIA more time to respond will lead to unnecessary delay and litigation and is contradictory to the rules of federal motion practice. Veeva further argues that IQVIA waived its duplication arguments because it did not object to duplicativeness in its initial responses to RFPs 319, 321, 329-332, 342-344, 347-349, 352-353, 355, 361-365, and 368-369. Veeva also argues that IQVIA relies on the baseless argument that since it has agreed to produce some relevant information, it need not produce further relevant material. Veeva believes that no rule prevents it from serving targeted discovery while also serving more comprehensive requests.

         IQVIA argues that Veeva has already received responses to hundreds of requests for production, which cover a broad range of subjects including virtually all of what Veeva currently requests in the 53 requests at issue. IQVIA argues that the outer bound of Veeva's requests should be targeted requests for documents not previously covered. IQVIA believes the Special Master should deny the motion to compel without prejudice to Veeva withdrawing the motion and re-serving narrow requests focused on non-duplicative requests. IQVIA explains that it is not taking the position that additional discovery is not warranted; rather, IQVIA's position is that sufficient discovery has been propounded and defined by negotiation or Court order. It argues that Veeva has no basis for assessing whether its prior requests will result in production of documents sought by the third set of requests.

         IQVIA further explains that because of the complexity of the formulations of Veeva's requests, it is difficult to tell whether the requests are 100% duplicative or just close to it and that the burden should be on Veeva to demonstrate that the request is not duplicative. IQVIA cites Federal Rule of Civil Procedure 26(b)(2)(C), which provides that the court may limit the extent of discovery if it determines the discovery is unreasonably cumulative or duplicative. IQVIA believes that Veeva's additional requests are not proportional to the needs of the case, particularly before Veeva has the chance to assess what IQVIA has already agreed to produce. IQVIA further explains that the artificial intelligence being employed for its document production make nuance of the type that Veeva would focus on impossible; thus the documents Veeva is now requesting are likely already going to be produced.

         At the outset, the Special Master notes that this litigation involves highly complex claims and concerns the production of millions of documents. The parties were to provide documents in response to prior Requests for Production by October 1, 2018. Accordingly, document production is well underway and the parties should have each received documents in response to their prior requests.

         III. Request for Production Nos. 329-351

          Veeva alleges that IQVIA violated Section I of the Sherman Act by illegally colluding with Reltio as part of a scheme to block Veeva from the MDM software market. To prove this, Veeva argues that it must show a concerted action by IQVIA and Reltio that unreasonably restrains trade. Veeva explains that RFPs 329-351 stem directly from its review of documents produced by Reltio in response to a subpoena.

RFP 329
Documents and communications from 2014 to the present relating to any IQVIA program or project involving work with Reltio on the design, maintenance, or development of MDM software.
IQVIA objected to this request as overbroad and unduly burdensome. It further objected to the request to the extent that it seeks documents about geographic markets that do not impact U.S. commerce.
RFP 330
Documents and communications from 2014 to the present relating to any IQVIA program or project involving developing or improving the functionality of any IQVIA life sciences IT product or product suite in or with any Reltio software product.
IQVIA objected to this request as overbroad and unduly burdensome. It further objected to the request to the extent that it seeks documents about geographic markets that do not impact U.S. commerce.
RFP 331
All documents and communications relating to any design or product team or project(s) led by Mike DiEmma and working with Reltio or Reltio's MDM product.
IQVIA objected to this request as overbroad and unduly burdensome. It also objected based on relevancy. It further objected to the request to the extent that it seeks documents about geographic markets that do not impact U.S. commerce.

         Veeva argues that RFPs 329-331 seek information about IQVIA-Reltio agreements relating to a joint product design. Veeva argues that efforts regarding IQVIA's control over Reltio's MDM product and corresponding interest in excluding Veeva from the MDM market is relevant. Veeva further argues that these requests are not duplicative because IQVIA has only agreed to produce similar types of documents. Moreover it asserts that the RFPs cited by IQVIA (94, 96, 101, 103, and 98) related to (1) agreements or meetings and (2) communications as to Veeva, anti-trust law or customers. Veeva argues that its current requests encompass IQVIA materials relating to internal discussion of efforts to design its products to be more compatible with Reltio's products.

         In response to these requests, IQVIA argues that it has already agreed to produce information about the IQVIA-Reltio agreements relating to joint product design, documents and communications relating to the IQVIA-Reltio Collaboration Agreement, and communications between IQVIA and Reltio concerning their collusion in the MDM market both before and after the companies' formal Collaboration Agreement in June 2016. It cites RFPs 94, 96, 98, 101, 102, 103, and the Special Master's Opinion.

         Opinion

          The Special Master has reviewed Veeva's prior Requests for Production and has determined that all information sought in RFPs 329-331 should be produced in response Veeva's prior requests, including RFP 96 (G) which seeks "[a]ll documents and things relating to IMS's partnership or contract with Reltio, including without limitation all documents and things relating to any.....plans regarding any Reltio or IMS product suite[.] Accordingly, it is the opinion of the Special Master that it is unreasonably cumulative for IQVIA to produce responses to RFPs 329-331. While IQVIA failed to object on the grounds of cumulativeness or duplication, the Special Master believes good cause exists to excuse IQVIA's failure to object and that this best serves the interest of justice by supporting prompt and efficient discovery and resolution of this matter.

RFP 332
All documents and communications relating to Project Vanguard.
IQVIA objected to this request as overbroad and unduly burdensome. It further objected to the request as vague and ambiguous. It also objected to the extent that this request seeks documents about geographic markets that do not impact U.S. commerce.
RFP 333
All "project plans" as defined in the June 2016 Collaboration and Services Agreement between Reltio and IQVIA.
IQVIA objected to this request as cumulative and duplicative. It further objected to the request as overbroad and unduly burdensome. It also objected to the request to the extent that it seeks documents about geographic markets that do not impact U.S. commerce.
RFP 334
All documents and communications relating to any "project plan" as defined in the June 2016 Collaboration and Services Agreement between Reltio and IQVIA.
IQVIA objected to this request as cumulative and duplicative. It further objected to the request as overbroad and unduly burdensome. It also objected to the request to the extent that it seeks documents about geographic markets that do not impact U.S. commerce.
RFP 335
All documents and communications relating to Section 3.3(c) (titled "Competitive Restrictions") in the June 2016 Collaboration and Services Agreement between Reltio and IQVIA, including without limitation documents and communications relating to the rationale, negotiations, interpretation, effect, or enforcement of that provision.
IQVIA objected to this request as cumulative and duplicative. It further objected to this request as overbroad and unduly burdensome. It also objected to the extent that the request seeks documents about geographic markets that do not impact U.S. commerce.
RFP 341
All documents and things relating to any proposed or potential amendment to the terms of Reltio's partnership with IQVIA.
IQVIA objected to this request as cumulative and duplicative. It further objected to this request as overbroad and unduly burdensome. It also objected to this request to the extent that it seeks documents about geographic markets that do not impact U.S. commerce.

         Veeva argues that RFPs 332-335 and 341 seek documents and communications relating to the IQVIA-Reltio Collaboration Agreement. Veeva points out that the Special Master has already held that IQVIA must produce materials relating to the agreement. Veeva argues that RFP 332 encompasses all IQVIA-Reltio negotiations, including those beyond the specific agreement types enumerated in the Special Master's opinion. Veeva argues that producing "additional" documents is not the same as producing all relevant documents. In RFP 335 Veeva seeks information about a provision of the IQVIA-Reltio Agreement that prohibits Reltio from entering certain agreements with Veeva. Veeva believes the Special Master has already determined that this subject is relevant. Veeva further argues that this request seeks materials about topics beyond the categories of agreements addressed in the Special Master's opinion. RFP 341 seeks information about amendments to the formal IQ VIA-Reltio Agreement which Veeva argues falls into the category of documents relating to "any present or future relationship/partnership between IQVIA and Reltio related to MDM" that the Special Master has already ruled is relevant. Veeva argues that this request seeks materials about topics beyond the categories of agreements addressed in the Special Master's opinion.

         With respect to RFP 332, IQVIA argues that Veeva cannot use obvious duplication in flagrant violation of the rules to argue for IQVIA being put through the burden and expense of responding to and negotiating requests for production only to eventually confirm that the requests are actually subsumed by prior requests. IQVIA further argues that it has already agreed to produce information about the IQVIA-Reltio agreements relating to joint product design, documents and communications relating to the IQVIA-Reltio Collaboration Agreement, and communications between IQVIA and Reltio concerning their collusion in the MDM market both before and after the companies' formal Collaboration Agreement in June 2016. It cites RFPs 94, 96, 98, 101, 102, 103, and the Special Master's Opinion.

         Opinion

          Project Vanguard is the code name for the IQVIA-Reltio Collaboration Agreement. RFP 332 seeks all documents and communications relating to Project Vanguard. As IQVIA is already obligated to produce "[a]ll documents and things relating to any potential or actual contract, agreement, or relationship between IMS and Reltio," in response to RFP 94, the Special Master finds RFP 332 unduly cumulative. While IQVIA did not object based on duplication or cumulativeness in its initial response, the Special Master believes there is good cause to excuse this and deny Veeva's request to compel a response to RFP 332 request as the request is cumulative and would place an undue burden on IQVIA.

         RFP 333 seeks all "project plans" as defined in the June 2016 Collaboration and Services Agreement between Reltio and IQVIA. RFP 334 seeks all documents and communications relating to any "project plan" as defined in the June 2016 Collaboration and Services Agreement between Reltio and IQVIA. A review of Veeva's prior requests reveals that IQVIA must already produce "[a]ll documents and things relating to IMS's partnership or contract with Reltio, including without limitation all documents and things relating to any rationale, business purpose, strategies, projections, or plans regarding any Reltio or IMS product suite, or any agreement related to any IMS or Reltio Product Suite" in response to RFP 96(G). The Special Master further notes that IQVIA is already obligated to produce "[a] 11 documents and things relating to any potential or actual contract, agreement, or relationship between IMS and Reltio," in response to RFP 94. Thus the Special Master finds RFPs 333 and 334 unduly cumulative.

         RFP 335 seeks all documents and communications relating to Section 3.3(c) (titled "Competitive Restrictions") in the June 2016 Collaboration and Services Agreement between Reltio and IQVIA, including without limitation documents and communications relating to the rationale, negotiations, interpretation, effect, or enforcement of that provision. The Special Master notes that RFP 94 already requires IQVIA to produce "[a] 11 documents and things relating to any potential or actual contract, agreement, or relationship between IMS and Reltio." Thus all documents responsive to RFP 335 should be produced in response to RFP 94. Moreover, the Special Master notes that RFP 96 already requires IQVIA to produce" [a] 11 documents and things relating to IMS's partnership or contract with Reltio, including without limitation all documents and things relating to: (B) Any term of the agreement between Reltio and IMS." Accordingly, the Special Master finds RFPs 335 unduly cumulative.

         RFP 341 seeks all documents and things relating to any proposed or potential amendment to the terms of Reltio's partnership with IQVIA. The Special Master again notes that RFP 94 already requires IQVIA to produce "[a] 11 documents and things relating to any potential or actual contract, agreement, or relationship between IMS and Reltio." The Special Master also notes that RFP 91 sought "[a]U documents and things relating to IMS or Reltio's analysis, evaluation, or consideration.....of a potential or actual change to any current agreement, understanding, or relationship between IMS and Reltio[.]" All information sought in RFP 341 should thus be produced in responses to RFPs 94 and 97. Accordingly, the Special Master finds RFP 341 unduly cumulative.

         IV. RFPs 336-340

          Veeva argues that these requests seek communications between IQVIA and Reltio concerning their collusion in the MDM market both before and after the companies' formal Collaboration Agreement in June 2016. Veeva argues its requests are critical to its antitrust claims and go straight to its horizontal conspiracy claims.

RFP 336
All communications between IQVIA and Reltio relating to TPAs, Veeva, or Veeva Data, MDM, or CRM products.
IQVIA objected to this request as cumulative and duplicative. It further objected as overbroad and unduly burdensome. It also objected to the extent that it seeks documents about geographic markets that do not impact U.S. commerce.
RFP 337
All communications between IQVIA and Reltio relating to any request for pricing, request for proposal, request for information, sales opportunity, sales presentation, or sales strategy before June 2016.
IQVIA objected to this request as cumulative and duplicative. It also objected to this request as overbroad and unduly burdensome. It also objected based on relevancy. It further objected to the request to the extent that it seeks documents about geographic markets that do not impact U.S. commerce.
RFP 338
All communications between IQVIA and Reltio relating to any request for pricing, request for proposal, request for information, sales opportunity, sales presentation, or sales strategy in or after June 2016.
IQVIA objected to this request as cumulative and duplicative. It further objected as overbroad and unduly burdensome. It also objected to the extent that it seeks documents about geographic markets that do not impact U.S. commerce.

         Veeva argues that RFPs 336-338 seek communications relating to TPAs, Veeva and its products, and sales to pharmaceutical companies. Veeva argues that Reltio documents show that IQVIA and Reltio coordinated their sales efforts to block Veeva long before the official Agreement and that IQVIA executives detailed IQVIA's blocking tactics. Veeva asserts that its counterclaims allege that IQVIA's bad faith negotiation tactics were part of its illegal exclusionary conduct. Veeva argues that further evidence of this conduct is available in IQVIA's communications thus IQVIA cannot avoid producing them. Veeva further argues that IQVIA does not identify any prior RFPs that encompass such documents.

         Opinion

         RFP 336 seeks all communications between IQVIA and Reltio relating to TPAs, Veeva, or Veeva Data, MDM, or CRM products. A review of Veeva's prior requests reveals that IQVIA must already produce "[a]ll documents and things relating to communications between any person at IMS and any person at Reltio directly or indirectly related to: (A) Veeva or any Veeva life sciences IT product," in response to RFP 98. It is the opinion of the Special Master that all communications sought in RFP 336 are encompassed in RFP 98 as thus unduly cumulative.

         RFP 337 seeks all communications between IQVIA and Reltio relating to any request for pricing, request for proposal, request for information, sales opportunity, sales presentation, or sales strategy before June 2016. The Special Master has reviewed Veeva's prior Requests for Production and believes this request does not seek information that has already been requested. The Special Master is persuaded that this information is relevant to Veeva's antitrust action. Accordingly, the Special Master will order IQVIA to respond to RFP 337 within thirty days of the date of this order.

         RFP 338 seeks all communications between IQVIA and Reltio relating to any request for pricing, request for proposal, request for information, sales opportunity, sales presentation, or sales strategy in or after June 2016. The Special Master has reviewed Veeva's prior Requests for Production and believes this request does not seek information that has already been requested. The Special Master is persuaded that this information is relevant to Veeva's antitrust action. Accordingly, the Special Master will order IQVIA to respond to RFP 338 within thirty days of the date of this order.

RFP 339
Records of telephone calls or text messages between Tal Rosenberg and any Reltio representative between June 1, 2015 and October 1, 2016.
IQVIA objected to this request as cumulative and duplicative. It further objected as overbroad and unduly burdensome. It also objected to the extent that it seeks documents about geographic markets that do not impact U.S. commerce.
RFP 340
Records of telephone calls or text messages between Mike Allelunas and any Reltio representative between June 1, 2015 and October 1, 2016.
IQVIA objected to this request as cumulative and duplicative. It further objected as overbroad and unduly burdensome. It also objected to the extent that it seeks documents about geographic markets that do not impact U.S. commerce.

         Veeva argues that RFPs 339 and 340 seek records of phone calls and text messages between Reltio and two IQVIA executives-Tal Rosenberg and Michael Allelunas-who Veeva alleges were key figures in the IQVIA-Reltio collusion. Mr. Rosenberg was the IQVIA executive in charge of coordinating sales operations. Mr. Allelunas communicated with Reltio concerning IQVIA's anticompetitive blocking tactics. Veeva argues that as these two executives have already been named as custodians, there should be little burden associated with providing the materials. Veeva further argues that IQVIA does not identify any prior RFPs that encompass such documents.

         Opinion

         RFP No. 95 seeks "[a]ll documents and things relating to the existence or substance of any communications...between IMS executives or officers and Reltio's executives or officers between May 1, 2015 and July 1, 2016, including... phone or text message records of communications[.]" The Special Master notes that RFP No. 95 seeks records between IQVIA executives and Veeva executives while RFP Nos. 339 and 340 seek communications between two specific IQVIA executives and any Reltio representative. The Special Master further notes that Veeva seeks records through October 1, 2016 in RFPs 339 and 340. As RFP Nos. 339 and 340 seek targeted information beyond the scope of RFP No. 95, the Special Master will compel IQVIA to respond to Veeva's Requests for Production Nos. 339 and 340 within thirty days of the date of this order. The Special Master is persuaded that the information sought in these requests is relevant to Veeva's antitrust action and that the targeted nature of the requests adequately reduce IQVIA's burden of production.

RFP 342
All communications between IQVIA and Reltio relating to any sales opportunity relating to BMS involving MDM or Data products, including without limitation BMS's 2015-2016 Customer Master Request for Proposal.
IQVIA objected to this request as overbroad and unduly burdensome. It also objected based on relevancy. It further objected to the request to the extent that it seeks documents about geographic markets that do not impact U.S. commerce.
RFP 343
All documents and things relating to any sales opportunity relating to BMS involving MDM or data products, including without limitation BMS's 2015-2016 Customer Master Request for Proposal.
IQVIA objected to this request as overbroad and unduly burdensome. It also objected based on relevancy It also objected to the request on grounds that it seeks production of documents that are subject to confidentiality and or other non-disclosure agreements. It further objected to the request to the extent that ...

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