IN THE SUPERIOR COURT OF THE STATE OF DELAWARE

GARY and ANNA-MARIE CUPPELS
individually and on behalf of all others
similarly situated,

Plaintiffs,
C.A. No. $18C-06-009 RFS

Vv.

MOUNTAIRE CORPORATION,
MOUNTAIRE FARMS INC., and
MOUNTAIRE FARMS OF DELAWARE,
INC.,

Defendants.

OPINION

Date Submitted: June 29, 2019
Date Decided: August 1, 2019

Defendants’ Exceptions to the Special Master’s June 19, 2019 Decision.
Adopts in Part and Rejects in Part the Special Master’s Report.
Grants in Part and Denies in Part the Defendants’ Notice of Exceptions to the Special Master’s
Report.

Chase T. Brockstedt, Esq., and Stephen A. Spence, Esq., Baird Mandalas Brockstedt,
LLC, 1413 Savannah Road, Suite 1, Lewes, Delaware 19958, Attorneys for Plaintiffs.

Philip C. Federico, Esq., Schochor, Federico & Staton, P.A., 1211 St. Paul Street,
Baltimore, Maryland 21202, Admitted Pro Hac Vice, Attorney for Plaintiffs.

John C. Phillips, Jr., Esq., Robert S. Goldman, Esq., and Lisa C. McLaughlin, Esq.,
Phillips, Goldman, McLaughlin & Hall, 1200 N. Broom Street, Wilmington, Delaware 19806,
Attorneys for Defendants.

F, Michael Parkowski, Esq., Michael W. Teichman, Esq., and Elio Battista, Jr., Esq.,
Parkowski, Guerke & Swayze, P.A., 1105 N. Market Street, 19" Floor, Wilmington, Delaware
19801, Attorneys for Defendants

STOKES, R. J.
I. INTRODUCTION

This matter between Plaintiffs Gary and Anna-Marie Cuppels and
Defendants Mountaire Corp., Mountaire Farms, Inc., and Mountaire Farms of
Delaware, Inc. arises due to the alleged illegal disposal of wastewater and sludge
generated from the Defendants’ chicken production and processing facilities in
Delaware. Disagreement between the parties regarding the proper scope of
discovery has brought progress in this case to a virtual standstill. In order to
alleviate this roadblock the Court appointed a Special Master to assist the parties in
ironing out the aforementioned issues.

The Special Master issued a decision on several pending discovery motions
via letter to the parties dated June 19, 2019. For the reasons set forth below, the
Court largely agrees with the Special Master’s findings with the exception of the
wording of a single discovery request. Therefore, the Court ADOPTS IN PART
and REJECTS IN PART the Special Master’s Report on the currently pending
discovery motions. In turn, the Court DENIES IN PART and GRANTS IN
PART Defendants’ Exceptions to the Special Master’s Report.

Il. PROCEDURAL BACKGROUND
A. The Discovery Disputes
On June 13, 2018, Plaintiffs Gary and Anna-Marie Cuppels, in their

individual capacity and on behalf of similarly-situated individuals (collectively, the
“Plaintiffs”) filed suit (the “Complaint”) against Defendants Mountaire Corp.
(“MC”), Mountaire Farms, Inc. (“MFI’’), and Mountaire Farms of Delaware, Inc.
(“MFODI,” along with MC, and MFI, the “Defendants”) related to the Defendants’
purported operation of a large poultry production and processing plant in
Millsboro, Delaware. The Defendants quickly moved to dismiss the Complaint.
The Plaintiffs filed an Amended Complaint on October 12, 2018 (the “Amended
Complaint”). The Defendants also moved to dismiss the Amended Complaint.

After review of the parties’ arguments on the Defendants’ motions to
dismiss, the Court issued an order on February 22, 2019, allowing limited
discovery to determine whether the Plaintiffs can maintain this action as a class
action and whether sufficient contacts exist between MC and Delaware to permit
the Court to exercise personal jurisdiction over it. Thereafter the Plaintiffs began
serving the defendants with discovery requests. Disputes as to the scope of
allowable discovery arose thereby necessitating the Court to appoint a Special
Master and issue an additional clarifying order.

B. The Clarifying Order

On May 29, 2019, the Court issued its Order Clarifying the Scope of
Jurisdictional Discovery (the “Clarifying Order”). It began with a review of the
Plaintiffs’ jurisdictional claims as to each of the Defendants and noted the primary

area of dispute of whether the Court could exercise personal jurisdiction over MC.
The Court prohibited the Plaintiffs from simply exploring every contact MC has
had with Delaware because they had not pled facts suggesting MC is subject to the
Court’s general jurisdiction authorized in 10 Del. C. § 3104 (c) (4). Rather, the
Plaintiffs were allowed to pursue discovery to develop facts to support the exercise
of specific jurisdiction over MC either directly or via MFI and/or MFODI under an
agency theory.

C. Appointment of the Special Master

The Special Master was appointed by order dated May 14, 2019, to assist the
Court and the parties in conducting and completing discovery in an orderly and
efficient manner. The Special Master considered three motions in preparing his
report: (1) the Plaintiffs’ Motion to Compel Discovery Responses (the “Motion to
Compel”); (2) the Defendants’ Motion to Extend the Deadlines Set Forth in the
Court’s February 22, 2019 (the “Motion to Extend”); and (3) the Defendants’
Motion for a Protective Order Regarding the Deposition of Ronald Cameron (the
“Motion for Protective Order”). The Special Master’s Report (the “Report”) was
filed on June 19, 2019.

D. The Special Master’s Report

The Special Master began with consideration of the Motion to Extend. He
determined that a small extension was warranted due to the delay caused by the

parties’ need to obtain additional direction from the Court through the Clarifying
Order and the sheer scope of the Defendants’ discovery obligations. He
established several new deadlines for discovery as well as a date by which the
Plaintiffs must file a Second Amended Complaint. !

On the Motion for Protective Order, the Special Master analyzed relevant
Delaware case law concerning the application of the “apex deposition” doctrine.
In short, he decided to grant the Motion for Protective Order without prejudice. He
made clear that the Plaintiffs’ had the right to raise this issue again if information
obtained through discovery establishes Mr. Cameron’s specific knowledge of the
Defendants’ operations.”

The bulk of the Report’s robust 37 pages consists of the Special Master’s
comprehensive analysis of each of the discovery requests directed to the
Defendants.’ In the interest of judicial economy, the Court will only touch on the
Special Master’s rulings on those requests to which the Defendants’ have taken
exception.

With regard to Interrogatory No. 2 to MC, the Special Master determined
that requiring MC to identify its past or present owners, officers, directors, board
members, agents, employees, contractors, consultants, accountants, attorneys,

representatives, and any other persons that visited, stayed in, or reside in the State

 

' Report at 9 4.
* Report at 1 36.
> Report at 11 6 — 34.
of Delaware was reasonably calculated to lead to the discovery of evidence in
support of the Plaintiffs’ agency theory as well as specific jurisdiction. The
Special Master directed MC to provide full and complete answers to this
Interrogatory limited to the time frame set forth in the Amended Complaint.

Interrogatory No. 1 to MFODI seeks the identity of all licenses, permits, and
certifications issued to MFODI by any Delaware regulatory authority. The Special
Master viewed MFODI’s response that it had been issued “multiple permits” from
DNREC as incomplete. He directed MFODI to supplement its response and
provide additional information concerning permits issued by DNREC or any other
Delaware regulatory authority as well as any licenses and certifications issued by
the State of Delaware.

Interrogatory No. 8 to MFODI seeks information on MFODI’s gross
operating revenues attributable to its business activities within Delaware or with
Delaware clients. While the Special Master noted that this request was overbroad,
he stated that the information sought may be relevant and directed MFODI to
supplement its response limited to the time frame alleged in the Amended
Complaint.

Interrogatory Nos. 22-23 to MC and MFODI request the identity of all
documents provided between MC and MFODI relating to the operation of the

facility located in Millsboro, Delaware. The Special Master required MFODI to
review its records and disclose the types of documents exchanged between MC and
MFODIT related to the operation of its facilities in Delaware, as well as the
identities of the sender and recipient of said documents.

Interrogatory No. 58 to MC and MFODI seeks information concerning any
meetings or communications between MC and Delaware government officials.
The Special Master decided this was relevant to specific jurisdiction and directed
MC to provide this information limited to the timeframe alleged in the Amended
Complaint. MFODI was also ordered to provide responses with respect to any
such meetings of which it is aware.

Interrogatory Nos. 3. 7, 12, 17-18, 20-21, 47-48, 50, 52, and 55 to MC and
3, 7, 12, 17-21, 47-48, and 50-52 to MFODI and Request for Production Nos. 1(a),
1(e), 1(g), 1G), 10), 2(a), 2(b), 2(d), 3(a), 7, 10, 11, and 12 to MC and 1(a), 1(e),
1(g), 1(h), 1G), 1), 2(a), 2(b), 3(a), 7, 10, and 12 to MFODI seek a variety of
information all of which the Special Master deemed relevant to the issues of
specific jurisdiction and agency theory. The Special Master directed MC and
MFODI to provide this information and/or produce documents related to the
“facilities in Delaware.”

Request for Production No. 5 to MC and MFODI seeks production of any

documents relating to any audits, reviews, or evaluations performed by MC. The
Special Master viewed such information as relevant to MC’s knowledge of and
involvement in the manner in which the facilities in Delaware are operated.

E. Defendants’ Exceptions

The Defendants filed their Exceptions to the Report on June 29, 2019.
Plaintiffs filed their Opposition on July 3, 2019.

Il. STANDARD OF REVIEW
A Special Master’s Report is subject to de novo review by this Court.*
IV. DISCUSSION

The Defendants take exception to the Special Master’s decisions regarding a
number of the discovery requests. The Plaintiffs oppose said exceptions and
support the Special Master’s findings. The Plaintiffs do not oppose the Special
Master’s decisions with regard to the Motion to Extend or the Motion for
Protective Order.

The Clarifying Order included the Court’s analysis with regard to the proper
scope of the jurisdictional discovery in this case. The Plaintiffs, having failed to
plead sufficient facts to suggest an exceptional case existed so as to subject MC to
this Court’s general jurisdiction under 10 Del. C. § 3104 (c) (4), were prohibited
from pursuing discovery towards that end. Instead, the Plaintiffs were allowed to

seek information from the Defendants as a means to potentially establish specific

 

* Del. Super. Ct. Civ. R. 122(c).
jurisdiction over MC either directly or via MFI and/or MFODI under an agency
theory.

The primary concern raised in each of the Defendants’ stated exceptions is
that the discovery requests at issue should be limited in scope to information or
documents concerning the “Millsboro chicken processing plant” as opposed to
their Delaware operations at large. The Court infers that the Defendants believe
such a limitation is warranted in light of the Clarifying Order’s prohibition on
discovery seeking information to help establish general jurisdiction over MC.
However, the operation of the other Delaware facilities is relevant to specific
jurisdiction due to the Amended Complaint’s assertion that wastewater and sludge
from said facilities is transported to the Millsboro plant for treatment and disposal.
The operation of the other Delaware facilities has been implicated through factual
allegations in the Amended Complaint and could establish the Courts’ jurisdiction
over MC under the theory of agency. Limiting the scope of jurisdictional
discovery solely to the “Millsboro chicken processing plant” is unwarranted.

The Defendants also take exception to a number of the discovery requests at
issue as being overly broad and/or unduly burdensome. With the exception of
Interrogatory No. 2 to MC, the Court is satisfied that the Special Master has
adequately addressed these concerns with the limitations to the requests at issue

outlined in the Report.
As to Interrogatory No. 2 to MC, it does appear to the Court that requiring
the disclosure of any physical presence in Delaware by any of the listed categories
of persons, while potentially relevant to the specific jurisdiction issue, constitutes a
daunting and likely impossible task. Limiting the categories to MC’s past or
present owners, officers, directors, board members, agents, employees, contractors,
consultants, accountants, and attorneys represents a more reasonable inquiry.
Including “representatives, and any other persons” in the list is too expansive. MC
should be able to provide the requested information in relation to the remaining
categories.

V. CONCLUSION

For the foregoing reasons, the Court ADOPTS IN PART and REJECTS
IN PART the Special Master’s Report. And, therefore, the Court GRANTS IN
PART and DENIES IN PART the Defendants’ Notice of Exceptions to the

Special Master’s Report.°

IT IS SO ORDERED.

 

° The Defendants have requested oral argument on their Exceptions to the Repott.
(D.I. 165). The Court, having fully considered the Report and the parties’
arguments on the Defendants’ Exceptions, finds additional oral argument
unnecessary.
