                                ___________

                                No. 95-1604
                                ___________

Kenneth Lee Baker; Steven          *
Robert Baker, by next friend,      *
Melissa Thomas,                    *
                                   *
           Appellees,              * Appeal from the United States
                                   * District Court for the Western
      v.                           * District of Missouri.
                                   *
General Motors Corporation,        *
                                   *
           Appellant.              *
                                   *
___________________                *
                                   *
The Product Liability              *
Advisory Council, Inc.,            *
                                   *
           Amicus Curiae.          *
                            ___________

                   Submitted:   January 8, 1996

                       Filed:   June 14, 1996
                                ___________

Before BEAM, MORRIS SHEPPARD ARNOLD, Circuit Judges, and ALSOP,* District
      Judge.
                               ___________

BEAM, Circuit Judge.


     In this products liability action, General Motors Corporation (GM)
appeals a jury verdict in favor of plaintiffs for 11.3 million dollars.
GM argues that the district court erred in: (1) entering a discovery
sanction against it; (2) instructing the jury on punitive damages; and (3)
allowing a former GM employee to testify at deposition and trial.      We
reverse.




     *The HONORABLE DONALD D. ALSOP, United States District
     Judge for the District of Minnesota, sitting by
     designation.
 I.     BACKGROUND


        This case arose out of an automobile accident in which Gerald
Shoemaker and Beverly Garner were killed.         Shoemaker and Garner collided
head-on with another car after which a fire broke out in the engine
compartment of their vehicle.      Garner's sons, Kenneth and Steven Baker,
brought this products liability action alleging that the engine fire was
caused by a faulty fuel pump in the Chevrolet S-10 Blazer in which their
mother was riding and that this defect caused her death.       GM asserted that
the fuel pump was neither faulty nor the cause of the fire and that
instead, Garner died as a result of collision impact injuries.


        As in any products liability case, the cornerstone of the plaintiffs'
case is the product's defect.      To help prove that defect, the plaintiffs
asked    GM to produce its 1241 reports (1241 reports are essentially
complaints    from   customers   regarding   GM   products)   involving   similar
accidents.    GM represented that all 1241 reports were indexed in summary
form in its central computer file.     GM stated that its customary response
to discovery requests was to produce these 1241 summaries instead of the
actual 1241 reports.     From these summaries, plaintiffs could request the
specific 1241 reports in which they were interested.              Both the 1241
summaries and the reports proved difficult to obtain from GM and were the
source of several discovery disputes during the months before trial.


        On July 9, 1993, after several discovery stalemates, the district
court issued an order which directed GM to produce "summaries of 1241 forms
on non-collision under-hood electrical fires within 10 days" of the order.
On July 20, GM produced a group of computer summaries, none predating 1988.
GM stated that pre-1988 reports were no longer available due to a five-year
retention policy and that its production, therefore, amounted to full
compliance with the July 9th order.




                                      -2-
        After learning from other plaintiffs' attorneys in other GM          cases
that they had received 1241 reports which were allegedly over five years
old, the plaintiffs asked the district court to sanction GM for what they
believed to be abuses in the discovery process.       On August 2, GM explained
that although there were several exceptions to its five-year retention
policy, none of these exceptions had resulted in the retention of any 1241
reports (or summaries) over five years old which were relevant to this
case.


        A few days later, the plaintiffs found more 1241 reports over five
years old in a National Highway Transportation Safety Administration
(NHTSA) file.    The file had been compiled by the NHTSA during one of its
investigations into possible automobile defects.              The plaintiffs then
supplemented their request for sanctions against GM.          This time, GM stated
that it had never occurred to anyone to search the NHTSA files for older
1241 reports and cited the public availability of the reports to justify
its lack of production.    GM did, however, expand its records search at this
time.     Two days before trial, GM produced another five hundred 1241
reports, some of which duplicated those found in the NHTSA file.                  GM
claimed, however, that few of these reports were responsive to the July 9th
order.      Following   this   production,   the   district    court   granted   the
plaintiffs' request for sanctions against GM.


        Noting GM's continuing delay in the discovery process, the district
court ordered GM's affirmative defenses stricken and further ordered that:


      the following matters, which relate to the substance of the July 9,
1993 order, shall be established for the purposes of this action:

        The 1985 Chevrolet S-10 Blazer at issue in this case was
        defective in that General Motors placed an electric fuel pump
        in the fuel tank without an adequate mechanism to shut off the
        pump in the event of a malfunction or




                                       -3-
      collision and that General Motors has been aware of this defect
      and hazard for many years. The fuel pump in the 1985 Chevrolet
      S-10 Blazer in this case continued to operate after the engine
      stopped upon impact.


Baker v. General Motors Corp., 159 F.R.D. 519, 528 (W.D. Mo. 1994) (Baker
I).   The case proceeded to trial on the sole issue of whether the defect
in the 1985 Chevy Blazer "directly caused or directly contributed to cause"
the death of Beverly Garner.      Trial Trans. at 1725.


      At trial, the plaintiffs called former GM employee, Ronald Elwell,
to testify.1   Prior to trial, Elwell's testimony had been the subject of
much debate.   Elwell and GM had been involved in an earlier employment
dispute which had led Elwell to sue GM for wrongful discharge.            GM
counterclaimed, alleging that in testifying for various plaintiffs (and
against GM) in other products liability actions, Elwell was divulging
privileged information.      In settling the wrongful discharge claim, Elwell
consented to a Michigan injunction which barred him from testifying against
GM in products liability cases.         GM and Elwell also entered into a
                       2
settlement agreement       memorializing, among other things, their monetary
settlement and GM's desire to prevent future damaging testimony by Elwell.
The settlement agreement provided, in part, that if Elwell were ordered to
testify by a court or other tribunal, he could do so without violating the
settlement agreement.




       1
      For 15 of his 30 years of credited service with GM, Elwell
was a member of GM's Engineering Analysis staff which studied the
performance of GM vehicles, especially those involved in products
liability litigation.    Based on this experience, Elwell had
assisted GM lawyers in defending products liability actions.
       2
       Although the settlement agreement was sealed by the court
below, we make use of the agreement to the extent necessary for our
preparation of this opinion.

                                       -4-
      In this case, GM strenuously objected to both Elwell's deposition and
trial testimony contending that Elwell's testimony was barred by the
Michigan injunction.    The plaintiffs countered that the Michigan injunction
was   not   entitled   to   full   faith   and   credit   by   the   district   court.
Alternatively, they argued that even if the injunction were entitled to
such credit, the settlement agreement allowed Elwell to testify.            After in
camera review of the Michigan injunction and the settlement agreement, the
district court allowed the plaintiffs to depose Elwell and to call him as
a witness at trial.


      Elwell's trial testimony concerned his research on fuel-fed engine
fires and the existence and contents of the "Ivey" document.                The Ivey
document is a value analysis document prepared by Edward Ivey, an Advance
Design employee, and allegedly circulated among selected top GM and
Oldsmobile officials.       The Oldsmobile officials, according to Elwell's
testimony, were at that time responsible for the overall fuel system design
of GM vehicles.    The document analyzed the potential expense of the loss
of human life per vehicle due to fuel-fed engine fires.                 According to
Elwell, the analysis implied that it would be worth only $2.40 per vehicle
in operation for GM to prevent such fuel-fed fires.


      At the end of trial, the district court incorporated its Rule 37
sanction language into the jury instructions.             The district court also
instructed the jury as to both compensatory and aggravating circumstance
damages.3    GM objected to the jury


      3
     The only explanatory damages instruction given, as to either
type of damages, read in relevant part:

     In determining what amount would be fair and just
     compensation in this case you may consider the pecuniary
     losses suffered by reason of the death and the loss of
     companionship, comfort, instruction, guidance, counsel,
     training and support which decedent provided to Kenneth
     Baker and Steven Baker if any such loss or losses are
     found by you. In addition, you may award such damages as
Beverly Sue Garner may have suffered between the time of injury and
the time of death and for the recovery of which the deceased may
have maintained an action had death not ensued. You may consider
any mitigating or aggravating circumstances attendant upon the

                                           -5-
instructions, arguing, inter alia, that the instructions gave the jury
insufficient guidance in awarding what were essentially punitive damages.4
GM also objected to the lack of differentiation between compensatory and
punitive damages in the verdict form.       Following trial, the jury awarded
the plaintiffs 11.3 million dollars in damages, without apportioning
between compensatory and aggravating circumstance damages.


II.   DISCUSSION


      A.     The Discovery Sanction


      GM argues that the district court abused its discretion in entering
the discovery sanction.   The district court has broad discretion in issuing
sanctions for discovery abuse and its decision will be upheld absent an
abuse of discretion.    Anderson v. Home Ins. Co., 724 F.2d 82, 84 (8th Cir.
1983) (citing Fox v. Studebaker-Worthington, Inc., 516 F.2d 989 (8th Cir.
1975)).    Our scope of review of the district court's actions is, therefore,
very narrow.    Prow v. Medtronic, Inc., 770 F.2d 117, 122 (8th Cir. 1985).




death if you find any such circumstances. You may not consider
grief and bereavement by reason of the death.

Trial Trans. at 1727.
      4
      GM's objections included the following claims: (1) there was
inadequate evidence to support the submission of an aggravating
circumstance damages instruction to the jury; (2) the lack of
evidence of aggravating circumstance damages denied GM the
opportunity to defend against such damages; (3) the jury was given
insufficient standards for imposing aggravating circumstance
damages through vague and unconstitutional instructions; and (4)
the failure to apportion between compensatory and aggravating
circumstance damages was error.

                                      -6-
     We must first determine whether the district court was correct in
finding a discovery violation to support its imposition of the sanction
under Federal Rule of Civil Procedure 37 (Rule 37).      To impose Rule 37
sanctions, there must be: (1) a court order compelling discovery; (2) a
violation of that order which is wilful;5 and (3) prejudice to the other
party from the violation.   Shelton v. American Motors Corp., 805 F.2d 1323,
1330 (8th Cir. 1986); Edgar v. Slaughter, 548 F.2d 770, 772 (8th Cir.
1977).   In this case, all of these elements were present.


     The July 9th order satisfies the first requirement, that there be a
discovery order in place.   GM failed to fully comply with the order within
the ten-day required period, as evidenced by its further production of 1241




         5
        Severe sanctions, such as that entered here, are often
reserved for wilful or bad faith violations of court orders.
Societe Int'l v. Rogers, 357 U.S. 197, 212 (1958). This court has
determined, however, that a "deliberate default" will suffice.
Anderson, 724 F.2d at 84 (citing Lorin Corp. v. Goto & Co., 700
F.2d 1202, 1208 (8th Cir. 1983) (deliberateness includes failure to
respond to discovery requests and failure to provide full
information following a court order)). In any event, we agree with
the district court's conclusion that GM's noncompliance was both
deliberate and wilful. Baker I, 159 F.R.D. at 524.

                                    -7-
reports in early August, just prior to trial.6   The district court's
finding of prejudice is supported by




     6
      GM argues that the July 9th order only required production of
computer summaries of 1241 reports. The district court seemed to
share that belief.     Baker I, 159 F.R.D. at 524.     However, the
express words of the order made no such limitation. GM further
argues that it only needed to produce the summaries found on its
central computer file, because the district court and the
plaintiffs understood that to be GM's customary discovery response
technique. Again, the discovery order contains no such limitation.
Furthermore, as the district court explained, the order "referred
only to computer summaries because defendant's counsel represented
to the Court that all 1241's that General Motors could produce in
hard copy were indexed on the computer database."        Id.   This
assurance was, at best, inaccurate. Consequently, GM cannot now
rely on its own interpretation of the discovery order's limiting
language which was employed largely because of its own
misrepresentations. Similarly, GM cannot feign compliance with the
discovery order by producing the actual 1241 reports, instead of
the summaries as directed by the order.

     GM apparently wants this court to overturn the district
court's factual findings leading up to the imposition of sanctions.
This, we refuse to do. See generally Dillon v. Nissan Motor Co.,
986 F.2d 263, 267 (8th Cir. 1993) (both sanction imposed under
court's inherent authority and factual basis for sanction are
reviewed under abuse of discretion standard); Laclede Gas Co. v.
G.W. Warnecke Corp., 604 F.2d 561, 565 (8th Cir. 1979) (party
subject to sanction for violating letter and spirit of discovery
rules as well as court's pretrial orders).       GM cannot take a
limited view of its duty to comply with discovery requests simply
because it is customary for it to do so. GM was ordered to produce
the summaries because they were supposed to lead to the production
of all available 1241 reports. Because GM's assurance failed, so
does its interpretation of the discovery order.

                                  -8-
the produced documents themselves.           GM's late production of the 1241
reports   prevented    the   plaintiffs   from   researching   them   completely,
essentially depriving them of the information which they were due.           GM's
conduct, therefore, clearly justified the imposition of Rule 37 sanctions.
However, this conclusion does not end our inquiry.             We must determine
whether the sanction imposed was just and specifically related to the claim
at issue in the discovery order.      See Fed. R. Civ. P. 37(b)(2); Insurance
Corp. of Ireland v. Compagnie des Bauxites de Guinee, 456 U.S. 694, 707
(1982).   In this case, we do not believe the sanction met that standard.



     As this court has stated previously, "[t]here is a strong policy
favoring a trial on the merits and against depriving a party of his day in
court."   Fox, 516 F.2d at 996.    The sanction in this case failed to achieve
a balance between the policies of preventing discovery delays and deciding
cases on the merits.    Such a balance recognizes that the opportunity to be
heard is a litigant's "most precious right and should be sparingly denied."
Edgar, 548 F.2d at 773.      GM was not given the right to be heard.     Instead,
the jury was asked, essentially, to place a monetary value on the loss of
human life.   Before issuing such a sanction, fairness required the court
to consider whether a more "just and effective" sanction was




                                       -9-
available.   Id.    In this situation, other, less severe sanctions (including
monetary fines against GM and continuances for the plaintiffs) were both
available and appropriate.


     While     we   do   not   condone   GM's   failure   to   meet   its   discovery
obligations, we find that the sanction chosen by the district court was
simply too severe for the facts presented and should have been drawn more
narrowly.    See English v. 21st Phoenix Corp., 590 F.2d 723, 728 (8th Cir.),
cert. denied, 444 U.S. 832 (1979).         By providing that the fuel pump was
defective and continued to operate here, the sanction forced the jury to
find for the plaintiffs.       Although the case ostensibly proceeded to trial
on the issue whether the defect "directly caused or directly contributed
to cause" Garner's death, in effect, the jury instructions had already
decided the matter for the jury.         Because the district court abused its
discretion in entering such a broad sanction, we reverse for imposition of
a lesser sanction and for a new trial.


     B.      The Aggravating Circumstance Instruction


     GM also argues that aggravating circumstance damages under Missouri
law are in fact punitive damages and that it was subjected to such damages
without the procedural safeguards required by Pacific Mut. Life Ins. Co.
v. Haslip, 499 U.S. 1 (1991).            Because we reverse on the issue of
liability, we must vacate the award of damages.           However, we address this
issue to avoid error on retrial.7




     7
      In so doing, we acknowledge the United States Supreme Court's
recent decision in BMW of North America, Inc. v. Gore, 1996 WL
262429 (U.S. May 20, 1996) (reversing "grossly excessive" punitive
damages award as violative of Fourteenth Amendment's Due Process
Clause). Although that decision does not affect this analysis, the
district court may wish to consider its teachings on remand.

                                         -10-
      Pursuant to the Missouri Supreme Court's recent decision in Bennett
v. Owens-Corning Fiberglas Corp., 896 S.W.2d 464 (Mo. 1995), there is no
question that Missouri's aggravating circumstance damages are to be treated
as   punitive   damages.   The   Missouri   Supreme   Court   not   only   equated
aggravating circumstance and punitive damages, but further stated, "[a]t
least since 1979, the damages attributed to `aggravating circumstances'
necessarily refers only to punitive damages."    Id. at 466.    In other words,
Bennett did not signal a change in the law, but merely clarified the law
as it had existed for quite some time in Missouri.8       As the Bennett court
stated, "[b]ecause aggravating circumstance damages are punitive in nature,
they may only be awarded if accompanied by the due process safeguards as
articulated in Haslip."    Bennett, 896 S.W.2d at 466.   Consequently, we must
examine whether the Haslip safeguards were met in this instance.




       8
       Consequently, we find the appellees' argument that Bennett
should only be given prospective application unavailing. Even if
we found that Bennett announced a new principle of law, which we do
not, we would apply the Bennett decision retroactively.         See
Chevron Oil Co. v. Huson, 404 U.S. 97, 106-07 (1971); Elliot v.
Kesler, 799 S.W.2d 97, 102 (Mo. Ct. App. 1990). Under Chevron, a
decision is to be given prospective application only if: (1) it
established a new principle of law; (2) its retroactive application
would retard its operation; and (3) its retroactive application
would produce inequitable results. Chevron, 404 U.S. at 106-07.
In this case, we find that prospective application of Bennett would
produce inequitable results. The United States Supreme Court's
decision in Haslip, with which the instructions in this case failed
to comply, preceded, by two years, the trial of this case. Haslip,
499 U.S. at 1. To approve of, in hindsight, proceedings which were
clearly in violation of Supreme Court precedent at the time of
their occurrence, would be inequitable. Furthermore, we find, as
would Missouri courts, that because Bennett clarified applicable
substantive law, not merely procedural law, it should be given
retroactive effect. See Dietz v. Humphreys, 507 S.W.2d 389, 392
(Mo. 1974); Prayson v. Kansas City Power & Light Co., 847 S.W.2d
852, 854 (Mo Ct. App. 1992), cert. denied, 114 S. Ct. 95 (1993).

                                     -11-
        In Haslip, the United States Supreme Court held that the traditional
    9
means of awarding punitive damages did not per se violate the Due Process
Clause of the United States Constitution.           499 U.S. at 15.    However, the
Court cautioned that "unlimited jury discretion--or unlimited judicial
discretion for that matter--in the fixing of punitive damages may invite
extreme results that jar one's constitutional sensibilities."           Id. at 18.
The Court further stated that factfinders "must be guided by more than the
defendant's net worth" in making such awards.         Id. at 22.    In Haslip, such
guidance included: (1) jury instructions which adequately informed the jury
as to the purpose of punitive damages--to punish the wrongdoer and to
protect the public from similar future harms; (2) post-trial procedures in
which the trial court scrutinized punitive damages awards; and (3) state
supreme court review, including a comparative analysis, to ensure awards
were "reasonable in their amount and rational in light of their purpose to
punish what has occurred and to deter its repetition."          Haslip,     499 U.S.
at 19, 20, 21.


        In this case, there was neither any guidance for the jury nor any
restraint on its discretion in awarding punitive damages.             Instead, the
jury was allowed to award aggravating circumstance damages without being
given a definition of what those damages entailed.          This lack of guidance
rendered the jury instructions unconstitutionally vague and violated GM's
right to due process.       See Bennett, 896 S.W.2d at 466.


        The   jury   also   did   not   apportion   its   damages   award     between
compensatory and punitive damages, as required by Bennett.            Trial




     9
     "Under the traditional common-law approach, the amount of the
punitive award is initially determined by a jury instructed to
consider the gravity of the wrong and the need to deter similar
wrongful conduct. The jury's determination is then reviewed by
trial and appellate courts to ensure that it is reasonable."
Haslip, 499 U.S. at 15.

                                        -12-
Trans. at 1706.   This resulted in a lump sum award of 11.3 million dollars.
As GM stated in its objection to the lack of division, "the defendant under
these circumstances can be punished without knowing what the punishment is
since the damages are one figure."    Trial Trans. at 1705-06.   Because there
is no way to compare the punitive and compensatory damages awards, GM has
effectively been denied its right to trial court and appellate court review
of the punitive damages award.   Therefore, the damages award was defective.


     C.    The Michigan Injunction


     The constitutional full faith and credit principle requires that
federal courts give the same faith and credit to a state court judgment as
would the state court in which it was rendered.      U.S. Const. Art. IV § 1;
28 U.S.C. § 1738.   See also Matsushita Elec. Indus. Co. v. Epstein, 116 S.
Ct. 873, 877 (1996).    GM asserts that the district court violated this
principle in allowing the plaintiffs to take Ronald Elwell's deposition and
in allowing him to testify at trial.        GM argues that the district court
should instead have given full faith and credit to the Michigan injunction
barring Elwell's testimony.   Because the district court's decision to not
extend the injunction full faith and credit involves a question of law, we
review it de novo.    See In re Garner, 56 F.3d 677, 679 (5th Cir. 1995);
Southeast Resource Recovery Facility Auth. v. Montenay Int'l Corp., 973
F.2d 711, 712 (9th Cir. 1992).
     The district court refused to give the Michigan injunction full faith
and credit because it believed:      (1) a "public policy" exception to full
faith and credit allowed Elwell's testimony, and (2) full faith and credit
implies the same faith and credit; therefore, an injunction which is
modifiable in Michigan is modifiable in Missouri.       We first address the
district court's reliance on a "public policy" exception to full faith and
credit.




                                     -13-
     The district court found that the Michigan injunction violated
Missouri's public policy, as evidenced by Missouri's Rules of Civil
Procedure, which favors full disclosure of all nonprivileged, relevant
information.      See, e.g., Mo. R. Civ. P. 56.             Because the Michigan
injunction     bars     Elwell   from   testifying   even   as   to   nonprivileged
information, the district court refused to extend full faith and credit to
the injunction.       Assuming, arguendo, that a public policy exception to the
full faith and credit command exists,10 we conclude that the district court
improperly relied on such an exception in this case because of Missouri's
equally strong public policy in favor of full faith and credit.


     Missouri public policy embraces the theory of full faith and credit,
as evidenced by the references to it in the state's statutes.           See, e.g.,
Mo. Rev. Stat. §§ 511.760; 511.778.             Missouri case law also contains
numerous discussions of the importance of the full faith and credit
requirement.      See, e.g., Roseberry v. Crump, 345 S.W.2d 117, 119 (Mo.
1961); In re Veach, 287 S.W.2d 753, 759 (Mo. 1956); Bastian v. Tuttle, 606
S.W.2d 808, 809 (Mo. Ct. App. 1980); Corning Truck & Radiator Serv. v.
J.W.M., Inc., 542 S.W.2d 520, 524 (Mo. Ct. App. 1976).                  Under this
doctrine, Missouri courts must give full faith and credit to judgments of
sister state courts "unless it can be shown that there was lack of
jurisdiction over the subject matter, failure to give due notice, or fraud
in concoction of the judgment."           Bastian, 606 S.W.2d at 809.      No such
allegations have been made in this case.        It is therefore difficult to see
how Missouri's public policy is any less supportive of full faith and
credit than it is of full and fair discovery.         Consequently, the district
court incorrectly used Missouri's




     10
      In so doing, we acknowledge the contrary authority cited by
the appellant on this issue. See, e.g., Howlett v. Rose, 496 U.S.
356, 382 n.26 (1990); Restatement (Second) of Conflict of Laws §
117 (1971) (sister state judgment recognized in other state
regardless of the fact that bringing the original action in the
recognizing state would offend that state's public policy).

                                         -14-
interest in full and fair discovery to override its interest in giving full
faith and credit to a sister state's judgment.


       The district court's reliance on the modification argument is also
problematic.   The district court found that the injunction was subject to
modification in Michigan.     It then held that because the injunction was
modifiable in Michigan it need not be given full faith and credit in
Missouri, but only the same faith and credit as given by the issuing
state's court.    U.S. Const. Art. IV § 1; 28 U.S.C. § 1738.               See also
Matsushita, 116 S. Ct. at 877.     However, the mere fact that an injunction
remains subject to modification in one state does not render it unworthy
of full faith and credit in another.     See Restatement (Second) of Conflict
of Laws § 109 (1988 revisions) (judgment entitled to full faith and credit
despite fact that it remains modifiable in rendering state).


       The full faith and credit clause "is not so weak that it can be
evaded by mere mention" of the word "modification."        Howlett v. Rose, 496
U.S. 356, 383 (1990).      This is especially true on facts such as those
presented here.     First of all, although the appellees claim that the
injunction may be modified by the Michigan court, they presented no
evidence that they requested a modification from that court.               Secondly,
although it has been asked on several occasions to modify the injunction,
the Michigan court has yet to do so.          Thirdly, the district court found
that   Michigan   law   required   a   change    in   circumstances   to    warrant
modification of the injunction, see, e.g., First Protestant Reformed Church
v. De Wolf, 100 N.W.2d 254, 257 (Mich. 1960), but further found that there
had been no "classical" change in circumstances between GM and Elwell in
this case.     Therefore, appellees have simply not presented sufficient
evidence to show that the Michigan court would modify this injunction.


       To avoid its finding of unchanged circumstances, the district court
emphasized the importance of other interests, such as the




                                       -15-
discovery rights of litigants, of which it believed the Michigan court was
unaware when it entered the injunction.11    Baker ex rel. Cress v. General
Motors Corp., No. 91-0991 (W.D. Mo. June 18, 1993) (reproduced in Addendum
to Appellant's Brief at 11).   We find no evidence in the record to support
such a statement.   A stipulation in which GM expressly approved of Elwell's
testimony in another case then pending was executed concurrently with the
injunction.   The Michigan court was, therefore, aware of the existence of
at least some other parties' interests.    The district court also would have
assumed, as did the parties, that other similar litigation would follow;
the injunction would otherwise have been unnecessary.       Consequently, we
find that the appellees failed to establish that the Michigan injunction
was not entitled to full faith and credit.
III. CONCLUSION


     Because the district court erred in entering a Rule 37 sanction that
was too severe and in allowing Elwell to testify, we reverse and remand to
the district court for further proceedings consistent with this opinion.




      11
       The district court also attached some significance to the
fact that the GM/Elwell settlement agreement allowed Elwell to
testify, without violating its terms, when ordered to do so by a
court of competent jurisdiction.       The settlement agreement
provides, in relevant part:

     It is agreed that [Elwell's] appearance and testimony, if
     any, at hearings on Motions to quash subpoena or at
     deposition or trial or other official proceeding, if the
     Court or other tribunal so orders, will in no way form a
     basis for an action in violation of the Permanent
     Injunction or this Agreement.

Settlement Agreement at 10.    This language merely shows GM's
concession that some courts might fail to extend full faith and
credit to the injunction.

                                    -16-
A true copy.


     Attest:


           CLERK, U. S. COURT OF APPEALS, EIGHTH CIRCUIT.




                            -17-
