Case 5:18-md-02834-BLF Document 779-1 Filed 09/12/22 Page 1 of 19
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`COURT ORDER RE AMAZON'S MOTION TO COMPEL AS TO BRILLIANT DIGITAL ENTERTAINMENT, INC. (“BDE”)
`
`AMAZON’S REQUESTS
`
`CREDITORS’ RESPONSES
`
`AMAZON’S COMPROMISE
`
`No. 3: All documents and
`communications regarding SAM
`Ventures, PersonalWeb Inc.,
`Eurocapital Business Development,
`LLC, Kinetech, Inc., or Topodia
`Limited, including: (a) documents
`reflecting the membership, structure,
`or principals of these entities; and (b)
`their respective interests in
`PersonalWeb.
`
`No. 3: BDE should produce documents
`and communications responsive to the
`full scope of this request as the Court
`ordered. But in the interest of
`compromise, Amazon offers to limit
`the request to:
`
`(i) documents and communications
`created on or after January 1, 2010, a
`reasonable period before the founding
`of PersonalWeb; and
`
`(ii) documents and communications
`sufficient to show over that time period
`the complete membership, structure,
`and principals, of SAM Ventures,
`PersonalWeb Inc., Eurocapital
`Business Development, LLC,
`Kinetech, Inc., or Topodia Limited,
`and their respective interests in
`PersonalWeb.
`
`
`
`No. 3: Brilliant objects to this Request
`under FRCP 45(d)(1), (2)(ii) on the
`grounds that, with the exception of the
`matters stated in the "including, but not
`limited to" clause, when combined with
`the definitions, it is overly broad,
`burdensome and oppressive, and vague.
`Brilliant further objects to this Request to
`the extent that production of the requested
`records violates the financial privacy
`rights of Brilliant and/or its officers,
`directors, employees, and/or shareholders.
`Brilliant will not produce or separately
`log any documents apart from documents
`relating to its loan to PersonalWeb but
`will meet and confer with Amazon to
`discuss the relevance of any such
`documents to Amazon's post judgment
`collection efforts.
`
`Brilliant further objects to this Request to
`the extent that it seeks production of
`documents protected by the attorney-
`client privilege and/or the attorney work
`product doctrine and the joint interest
`privilege, including documents reflecting
`counsel's mental impressions,
`conclusions, opinions, legal advice or
`legal theories. In this regard, Kevin
`Bermeister, an officer of Brilliant, served
`as non-executive Chairman of
`PersonalWeb. Anthony Neumann, also
`an officer of Brilliant, assisted Bermeister
`in interfacing with officers of
`PersonalWeb, and Personal Web’s
`counsel and their litigation consultants
`
`ORDER
`
`GRANTED as set forth in
`Amazon’s compromise. BDE to
`produce documents and
`communications in its custody or
`control sufficient to show from
`January 1, 2010 to present the
`complete membership, structure,
`and principals of SAM Ventures,
`PersonalWeb Inc., Eurocapital
`Business Development, LLC,
`Kinetech, Inc., or Topodia Limited,
`and their respective interests in
`PersonalWeb.
`
`
`
`BRILLIANT'S PROPOSED
`COMPROMISE
`No. 3: Brilliant repeats its objections.
`Subject thereto and without waiving
`such objections: Brilliant will produce
`documents reflecting the membership,
`structure, and principals of Kinetech
`and its interest in PersonalWeb and
`documents sufficient to show the
`interests of SAM Ventures,
`Eurocapital Business Development
`("EBD"), Topodia and PersonalWeb,
`Inc. in PersonalWeb. Brilliant
`otherwise stands on its Response and,
`once production is made of such
`materials it will meet and confer with
`Amazon regarding any purported need
`for further documents.
`
`BDE's Response to Amazon's
`Position
`Amazon does not suggest that the
`documents BDE has produced do not
`fully comply with paragraph (ii),
`insofar as BDE has such documents.
`Thus there does not appear to be a
`dispute as to that category. As for
`category (i), BDE has produced its
`non-privileged documents sufficient to
`show the requested information as to
`PersonalWeb, Inc., Kinetech (of which
`BDE is its 100% owner), Topodia, and
`Europlay Business Development.
`Accordingly, there does not appear to
`be a further dispute. BDE continues to
`be open to further discussion if
`Amazon has any further issues as to
`this category and agrees that Amazon
`
`
`
`
`
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`Case 5:18-md-02834-BLF Document 779-1 Filed 09/12/22 Page 2 of 19
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`
`
`
`
`No. 10: All documents relating to
`Your interests in any litigations,
`including intellectual property
`litigations, not included in the
`Collateral.
`
`and experts regarding the Action and/or
`other litigation to which PersonalWeb
`was a party and such communications are
`also within the scope of the privileges
`raised in this paragraph.
`
`Subject to and without waiving the
`foregoing objections, Brilliant responds as
`follows: In accordance with the scope
`and limitations of the Order consistent
`with the statement in this response, after a
`reasonably diligent search, Brilliant will
`produce the responsive documents within
`its possession, custody, or control
`including electronic communications such
`as email, as well as a privilege log
`reflecting any documents or
`communications withheld under a claim
`of privilege or protection.
`
`No. 10: Brilliant objects to this Request
`under FRCP 45(d)(1), (2)(ii) on the
`grounds that it is overly broad and vague,
`including with respect to the term "Your
`interests" and because that it is not on its
`face limited as to time and scope and
`including with respect to the term
`"relating to."
`
`Brilliant further objects to this Request as
`exceedingly overbroad, burdensome and
`irrelevant to any legitimate discovery
`purposes in this Action or as to Amazon’s
`post-judgment collection efforts because
`Brilliant has been engaged in litigation,
`including intellectual property litigation,
`not included in the Collateral since it was
`formed in 1994, none of which has
`anything whatsoever to do with
`PersonalWeb. Brilliant further objects to
`
`reserves all rights as to this or any
`other Request.
`
`No. 10: BDE should produce
`documents responsive to the full scope
`of this request as the Court ordered.
`But in the interest of compromise,
`Amazon offers to limit the request to:
`
`(i) documents created on or after
`January 1, 2010, a reasonable period
`before the founding of PersonalWeb;
`and
`
`(ii) documents to those sufficient to
`show BDE’s interests in litigation,
`including at least (a) identifying the
`litigation, all parties to it, and any
`other interested parties; and (b)
`identifying any payment or other
`benefit BDE received as a result of the
`litigation.
`
`No. 10: (Note this and other responses
`erroneously state that Brilliant was
`formed in 1994. In fact, it was formed
`in 1996.) Brilliant incorporates its
`objections. Subject thereto and
`without waiving such objections:
`Brilliant will produce responsive
`documents sufficient to identify
`litigation in which it or any of its
`subsidiaries was named as a plaintiff,
`defendant or third party defendant or in
`which it had an interest in the proceeds
`of such litigation. Brilliant otherwise
`stands on its Response and, once
`production is made of such materials it
`will meet and confer with Amazon
`regarding any purported need for
`further documents.
`
`GRANTED as set forth in
`Amazon’s compromise as further
`MODIFIED by the Court. BDE to
`produce documents and
`communications in its custody or
`control sufficient to show from
`January 1, 2010 to present BDE’s
`interests in litigation, including at
`least (a) identifying the litigation
`by forum and case number all
`parties to it, and any other
`interested parties; and (b)
`identifying any payment or other
`benefit BDE received as a result of
`the litigation.
`
`
`
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`Case 5:18-md-02834-BLF Document 779-1 Filed 09/12/22 Page 3 of 19
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`this Request to the extent that production
`of the requested records violates the
`financial privacy rights of Brilliant.
`
`Brilliant further objects to this Request to
`the extent that it seeks production of
`documents protected by the attorney-
`client privilege and/or the attorney work
`product doctrine and the joint interest
`privilege, and documents reflecting
`counsel's mental impressions,
`conclusions, opinions, legal advice or
`legal theories. Brilliant will not produce
`or separately log any documents relating
`to such matters, all of which would be
`subject to the attorney client privilege and
`attorney work product doctrine.
`
`
`No. 12: Brilliant objects to this Request
`under FRCP 45(d)(1), (2)(ii) on the
`grounds that it is overly broad,
`burdensome and oppressive, and vague
`including with respect to the term
`"relating to."
`
`
`Brilliant further objects to this Request as
`exceedingly overbroad, burdensome and
`oppressive and wholly lacking in
`relevance to the subject matter of the
`Action or Amazon's post-judgment
`collection efforts because it has been
`involved in numerous actual and/or
`threatened claims, complaints, and
`lawsuits during such time wholly
`unrelated to PersonalWeb or this Action,
`many of which have been resolved
`pursuant to agreements that have
`confidentiality clauses that prohibit
`Brilliant from disclosing such matters.
`
`No. 12: Documents relating to third-
`party complaints, claims, threatened
`or pending lawsuits, and judgments
`against You from one year before the
`date of the BDE Note to present,
`including the title, the case number,
`the nature of the claim, the amount
`of any claim or judgment owed, and
`any unsatisfied judgments in which
`You are either the judgment debtor
`or the judgment creditor.
`
`
`
`
`
`BDE's Response to Amazon's
`Position
`If BDE correctly understands
`Amazon's proposed compromise, there
`does not appear to be any further
`disputes as to this Request.
`
`No. 12: Amazon accepts BDE’s
`proposed compromise based on the
`representations of BDE and its
`counsel, provided that BDE produces
`(i) a complete copy of any settlement
`agreements and (ii) documents
`sufficient to show, for any threatened
`or asserted claims, the identity of the
`person or entity that asserted or
`threatened the claim, and the nature
`and resolution of the asserted or
`threatened claim.
`
`GRANTED as set forth in
`Amazon’s compromise. BDE to
`produce (i) a complete copy of any
`settlement agreements and (ii)
`documents sufficient to show, for
`any threatened or asserted claims,
`the identity of the person or entity
`that asserted or threatened the
`claim, and the nature and resolution
`of the asserted or threatened claim.
`
`
`
`No. 12: Brilliant incorporates its
`objections. Subject thereto and
`without waiving such objections:
`Brilliant states that it will produce
`documents sufficient to identify any
`lawsuits to which it was a party during
`the stated time period. As for
`"threatened" lawsuits, Brilliant will
`produce documents sufficient to
`identify any such matters as to which it
`paid an amount to settle the matter. In
`this regard, Brilliant will produce a
`portion of a Settlement Agreement
`entered into on or about July 2014, the
`terms of which are subject to a
`confidentiality clause. Brilliant was
`also party to a Confidential Settlement
`Agreement dated as of October 31,
`2012 arising out of a threatened suit
`claiming music copy right
`infringement related to its Kazaa
`
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`Case 5:18-md-02834-BLF Document 779-1 Filed 09/12/22 Page 4 of 19
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`Brilliant further objects to this Request to
`the extent that it seeks production of
`documents protected by the attorney-
`client privilege and/or the attorney work
`product doctrine and the joint interest
`privilege, and documents reflecting
`counsel's mental impressions,
`conclusions, opinions, legal advice or
`legal theories. Brilliant will not produce
`or separately log such matters.
`
`
`
`business pursuant to which it paid a
`low six-figure settlement. Brilliant's
`counsel is attempting to contact
`counsel to obtain consent to produce
`same. Brilliant otherwise stands on its
`Response and, once production is
`made of such materials it will meet and
`confer with Amazon regarding any
`purported need for further documents.
`
`BDE's Response to Amazon's
`Position
`This dispute appears to be resolved.
`
`As for the "representation of counsel,"
`counsel for BDE did not themselves
`access BDE's books, records and
`documents and thus cannot and will
`not make any "representation" based
`on personal knowledge as to this or
`any other Response. Counsel do
`represent that this Request and
`Response were discussed with BDE
`management and have produced what
`management has provided and/or
`logged privileged documents relating
`thereto.
`
`No. 33: All documents relating to
`payments made by You or
`PersonalWeb to lawyers,
`accountants, or other corporate
`service providers in excess of
`$100.00 since March 1, 2021.
`
`No. 33: Brilliant objects to this Request
`under FRCP 45(d)(1), (2)(ii) on the
`grounds that it is vague with respect to the
`term "service providers" and "relating to"
`and overly broad in that it is not limited to
`fees and/or costs paid in the Action or
`Receivership Action. Brilliant objects on
`the grounds of lack of relevance to
`Amazon's post-judgment collection
`efforts to producing or separately logging
`such documents with respect to any other
`matters.
`
`No. 33: BDE should produce
`documents responsive to the full scope
`of this request as the Court ordered.
`But in the interest of compromise,
`Amazon offers to limit the request to
`the production of BDE’s complete
`general ledger, provided counsel
`represents that the ledger is accurate
`and complete and reflects all
`responsive payments, clearly identifies
`the recipients of said payments, and
`subject to Amazon’s ability to seek
`
`No. 33: Brilliant incorporates its
`objections. Subject to and without
`waiving such objections: For the time
`period stated, Brilliant will produce
`portions of its general ledger sufficient
`to identify date, amount and payee of
`amounts paid by Brilliant to lawyers,
`accountants, or other corporate service
`providers (defined by Amazon's
`counsel at the June 17, 2022 meet and
`confer conference as "all service
`vendors," such as telephone bills,
`
`GRANTED/DENIED IN PART
`as overbroad. BDE to produce its
`general ledger redacted to clearly
`identify date, amount and payee of
`amounts paid by BDE or Personal
`Web to lawyers, accountants, or
`other corporate service providers in
`excess of $100.00 since March 1,
`2021.
`
`
`
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`Case 5:18-md-02834-BLF Document 779-1 Filed 09/12/22 Page 5 of 19
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`further production concerning any
`payments made on behalf or for the
`benefit of PersonalWeb.
`
`
`Brilliant further objects to this Request to
`the extent that it seeks production of
`documents protected by the attorney-
`client privilege and/or the attorney work
`product doctrine and the joint interest
`privilege, including communications with
`counsel regarding any such counsel and
`any "service provider" or accountant who
`served as an expert consultant.
`
`Subject to and without waiving the
`foregoing objections, Brilliant responds as
`follows: In accordance with the scope
`and limitations of the Order, after a
`reasonably diligent search, Brilliant will
`produce the responsive documents within
`its possession, custody, or control
`including electronic communications such
`as email, as well as a privilege log
`reflecting any documents or
`communications withheld under a claim
`of privilege or protection.
`
`
`
`internet service providers, rent, utilities
`and the like). Brilliant otherwise
`stands on its Response and, once
`production is made of such materials it
`will meet and confer with Amazon
`regarding any purported need for
`further documents.
`
`BDE's Response to Amazon's
`Position
`BDE will not produce the entirety of its
`general ledger because the Request
`does not call for same as it relates to
`anything other than the described
`expenses. As stated, BDE has
`produced the portions of its general
`ledger showing the requested
`payments. BDE has agreed that all
`Responses are subject to further meet
`and confer or motion practice by
`Amazon.
`
`As for the "representation of counsel,"
`counsel for BDE did not themselves
`access BDE's books, records and
`documents and thus cannot and will
`not make any "representation" based
`on personal knowledge as to this or
`any other Response. Counsel do
`represent that this Request and
`Response were discussed with BDE
`management and have produced what
`management has provided and/or
`logged privileged documents relating
`thereto.
`
`No. 34: All documents relating to
`any retainers paid by you to lawyers,
`accountants, or other corporate
`service providers that have a
`
`No. 34: Brilliant objects to this Request
`under FRCP 45(d)(1), (2)(ii) on the
`grounds that it is vague with respect to the
`term "service providers" and "relating to"
`
`No. 34: Amazon accepts BDE’s
`proposed compromise based on the
`representations of BDE and its
`counsel, subject to provision of a
`
`No. 34: Brilliant incorporates its
`objections. Subject thereto and
`without waiving such objections:
`After a reasonable search, there are no
`
`RESOLVED
`
`5
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`

`

`remaining balance, surplus, or is an
`unearned retainer fee since March 1,
`2021.
`
`
`
`
`
`Case 5:18-md-02834-BLF Document 779-1 Filed 09/12/22 Page 6 of 19
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`redaction log and Amazon’s ability to
`challenge any improper redactions.
`
`
`
`and overly broad in that it is not limited to
`fees and/or costs paid in the Action or
`Receivership Action. Brilliant objects on
`the grounds of lack of relevance to
`Amazon's post-judgment collection
`efforts to producing or separately logging
`such documents with respect to any other
`matters.
`
`Brilliant further objects to this Request to
`the extent that it seeks production of
`documents protected by the attorney-
`client privilege and/or the attorney work
`product doctrine and the joint interest
`privilege, including communications with
`counsel regarding any such counsel and
`any "service provider" or accountant who
`served as an expert consultant.
`
`Subject to and without waiving the
`foregoing objections, Brilliant responds as
`follows: In accordance with the scope
`and limitations of the Order, after a
`reasonably diligent search, Brilliant will
`produce the responsive documents within
`its possession, custody, or control
`including electronic communications such
`as email, as well as a privilege log
`reflecting any documents or
`communications withheld under a claim
`of privilege or protection.
`
`such retainers to accountants or
`corporate service providers. Brilliant
`will produce a redacted copy of its
`retainer agreement with its counsel,
`Frandzel Robins Bloom & Csato, L.C.
`("FRBC") identifying the provisions
`relating to a retainer and a printout of
`FRBC's trust account record showing
`the current balance thereof. Brilliant
`will also produce a redacted copy of a
`retainer agreement between Michael
`Weiss and the law firm of Lewis Roca
`(retained to assist Mr. Weiss in
`connection with a subpoena served by
`Amazon on him as an individual) and a
`copy of the wire advice for the retainer
`paid. Brilliant otherwise stands on its
`Response and, once production is
`made of such materials it will meet and
`confer with Amazon regarding any
`purported need for further documents.
`
`BDE's Response to Amazon's
`Position
`This dispute appears to be resolved.
`
`As for the "representation of counsel,"
`counsel for BDE did not themselves
`access BDE's books, records and
`documents and thus cannot and will
`not make any "representation" based
`on personal knowledge as to this or
`any other Response. Counsel do
`represent that this Request and
`Response were discussed with BDE
`management and have produced what
`management has provided and/or
`logged privileged documents relating
`thereto.
`
`6
`
`
`
`

`

`No. 35: All documents and
`communications relating to a
`transfer, dissipation, encumbrance,
`or pledging of all, or substantially
`all, of Your assets, including relating
`to the consideration or fair value that
`You received.
`
`
`
`
`
`Case 5:18-md-02834-BLF Document 779-1 Filed 09/12/22 Page 7 of 19
`
`No. 35: BDE should produce
`documents responsive to the full scope
`of this request as the Court ordered.
`But in the interest of compromise,
`Amazon offers to limit the request to:
`
`(i) all documents and communications
`concerning the blanket security interest
`in BDE’s assets to secure a loan from
`Monto to BDE. That information is at
`the core of Amazon’s contentions
`concerning fraud in connection with
`securing the receivership and potential
`alter ego relationships among the
`PersonalWeb investor entities; and
`
`(ii) other than documents that relate to
`(i), Amazon will limit the request to
`documents and communications
`created on or after January 1, 2010, a
`reasonable period before the founding
`of PersonalWeb.
`
`No. 35: Brilliant responds as follows: As
`Brilliant understands which Request,
`there are no such documents relating to
`"transfers" or "dissipation" of
`substantially all of its assets because no
`such events have ever occurred. Insofar as
`the Request seeks documents relating to
`"encumbrances" or "pledging" of assets,
`Brilliant objects to this Request under
`FRCP 45(d)(1), (2)(ii) on the grounds that
`it is overly broad, burdensome and
`oppressive, and vague (including that it is
`not on its face limited as to time and
`scope).
`
`Brilliant further objects to this Request on
`the grounds that it is overly broad,
`burdensome and oppressive, violates the
`financial privacy of Brilliant and lacks
`discovery relevance as to the Action or
`Amazon's post judgment efforts insofar as
`it seeks documents relating to Brilliant's
`relations with its lenders over the years
`going back to its formation in 1994.
`Brilliant further objects to this Request to
`the extent that it seeks production of
`documents protected by the attorney-
`client privilege and/or the attorney work
`product doctrine and the joint interest
`privilege, and documents reflecting
`counsel's mental impressions,
`conclusions, opinions, legal advice or
`legal theories. Brilliant will not produce
`documents or separately log same but will
`
`BDE has agreed that all Responses are
`subject to further meet and confer or
`motion practices by Amazon.
`
`No. 35: Brilliant incorporates its
`objections. Subject to and without
`waiving such objections: The only
`documents responsive to this Request
`relate to the grant of a blanket security
`interest in Brilliant's assets to secure a
`loan from Monto Holdings PTY, Ltd.
`("Monto") to Brilliant. Brilliant will
`produce documents comprising the
`loan documents, Board of Director
`consents to the loan and increases in
`the loan amount and communications
`between Brilliant and Monto related to
`the origination and increases of that
`loan. Brilliant otherwise stands on its
`Response and, once production is
`made of such materials it will meet and
`confer with Amazon regarding any
`purported need for further documents.
`
`
`BDE's Response to Amazon's
`Position
`It is unclear just what Amazon believes
`is still in dispute given BDE’s
`statement as to what will be or has
`been produced.
`
`GRANTED as set forth in
`Amazon’s compromise. BDE to
`produce:
`
`(i)
`
`(ii)
`
`all documents and
`communications
`concerning the blanket
`security interest in
`BDE’s assets to secure
`a loan from Monto to
`BDE; and
`
`all other responsive
`documents and
`communications
`created on or after
`January 1, 2010
`relating to a transfer,
`dissipation,
`encumbrance, or
`pledging of all, or
`substantially all, of
`BDE’s assets,
`including relating to
`the consideration or
`fair value that BDE
`received.
`
`BDE suggests that after Amazon's
`review of the documents regarding this
`Request that have been produced, it
`contact counsel for BDE with any
`further questions or issues.
`
`
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`Case 5:18-md-02834-BLF Document 779-1 Filed 09/12/22 Page 8 of 19
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`No. 39: Documents and
`communications sufficient to show
`each and every distribution or
`dividend you received from
`PersonalWeb, or from Europlay
`Capital Advisors, LLC or Claria
`Innovations, LLC or Monto
`Holdings Pty Ltd., whether as a
`consequence of the Intercreditor
`Agreement or otherwise.
`
`
`
`
`
`meet and confer with Amazon as to what,
`if any, relevance same may have.
`
`No. 39: Brilliant objects to this Request
`under FRCP 45(d)(1), (2)(ii) on the
`grounds that it is overly broad,
`burdensome and oppressive, and vague
`(including that it is not on its face limited
`as to time and scope).
`
`Brilliant further objects to this Request on
`the grounds that it is overly broad,
`burdensome and oppressive, violates the
`financial privacy of Brilliant and lacks
`discovery relevance as to the Action or
`Amazon's post judgment efforts insofar as
`it seeks documents relating to
`distributions or dividends from any entity
`other than PersonalWeb and/or as a result
`of the Intercreditor Agreement and will
`not produce documents or separately log
`same but will meet and confer with
`Amazon as to what, if any, relevance
`same may have.
`
`Brilliant further objects to this Request to
`the extent that it seeks production of
`documents protected by the attorney-
`client privilege and/or the attorney work
`product doctrine and the joint interest
`privilege, and documents reflecting
`counsel's mental impressions,
`conclusions, opinions, legal advice or
`legal theories.
`
`Subject to and without waiving the
`foregoing objections Brilliant responds as
`follows: In accordance with the scope
`and limitations of the Order, and
`consistent with the statements contained
`
`No. 39: Amazon offers to limit the
`time-scope of the request to documents
`created on or after January 1, 2010, a
`reasonable period before the founding
`of PersonalWeb.
`
`BDE should otherwise produce
`documents responsive to the full scope
`of this request as the Court ordered.
`
`No. 39: Brilliant incorporates its
`objections. Subject to and without
`waiving such objections: As Brilliant
`understands this request, after a
`reasonable search no responsive
`documents exist as to Europlay Capital
`Advisors, LLC ("Europlay"), Claria
`Innovations, LLC ("Claria") or Monto.
`As stated in the original response,
`which is incorporated herein, Brilliant
`will produce responsive documents
`with respect to PersonalWeb.
`
`BDE's Response to Amazon's
`Position
`It is unclear just what Amazon believes
`is still in dispute given the statement as
`to what will be or has been produced.
`
`GRANTED as set forth in
`Amazon’s compromise. BDE to
`produce documents and
`communications created on or after
`January 1, 2010 sufficient to show
`each and every distribution or
`dividend received from
`PersonalWeb or from Europlay
`Capital Advisors, LLC or Claria
`Innovations, LLC or Monto
`Holdings Pty Ltd., whether as a
`consequence of the Intercreditor
`Agreement or otherwise.
`
`As noted in this Order, if it is
`BDE’s position that additional
`responsive documents do not exist,
`it must so state in a declaration.
`
`BDE suggests that after Amazon's
`review of the documents regarding this
`Request that have been produced, it
`contact counsel for BDE with any
`further questions or issues.
`
`
`
`8
`
`
`
`

`

`Case 5:18-md-02834-BLF Document 779-1 Filed 09/12/22 Page 9 of 19
`
`No. 41: All documents relating to
`Your financial relationship with
`PersonalWeb, Europlay Capital
`Advisors, LLC, Claria Innovations,
`LLC, Monto Holdings Pty Ltd.,
`SAM, or SAM Ventures, including
`loans, write-offs or debt forgiveness,
`advances, any sales for less than fair
`market value, or any payments made
`from December 31, 2019 through the
`present.
`
`in this response after a reasonably diligent
`search, Brilliant will produce the
`responsive documents within its
`possession, custody, or control including
`electronic communications such as email,
`as well as a privilege log reflecting any
`documents or communications withheld
`under a claim of privilege or protection.
`
`No. 41: Brilliant objects to this Request
`under FRCP 45(d)(1), (2)(ii) on the
`grounds that it is overly broad,
`burdensome and oppressive, and vague
`(including that it is not on its face limited
`as to time and scope).
`
`Brilliant further objects to this Request on
`the grounds that it is overly broad,
`burdensome and oppressive, violates the
`financial privacy of Brilliant and lacks
`discovery relevance as to the Action or
`Amazon's post judgment efforts insofar as
`it seeks documents relating to
`distributions or dividends or other matters
`described in this Request from any entity
`other than PersonalWeb and/or as a result
`of the Intercreditor Agreement. Brilliant
`further objects to this Request to the
`extent that it seeks production of
`documents protected by the attorney-
`client privilege and/or the attorney work
`product doctrine and the joint interest
`privilege, and documents reflecting
`counsel's mental impressions,
`conclusions, opinions, legal advice or
`legal theories. Brilliant will not produce
`documents or separately log same but will
`meet and confer with Amazon as to what,
`if any, relevance same may have.
`
`
`
`
`
`GRANTED as set forth in
`Amazon’s compromise. BDE to
`produce all documents created on
`or after January 1, 2010 relating to
`its financial relationships with
`PersonalWeb, Europlay Capital
`Advisors, LLC, Claria Innovations,
`LLC, Monto Holdings Pty Ltd.,
`SAM, or SAM Ventures, including
`loans, write-offs or debt
`forgiveness, advances, any sales for
`less than fair market value, or any
`payments made from December 31,
`2019 through the present.
`
`As noted in this Order, if it is
`BDE’s position that any category
`of responsive documents do not
`exist, it must so state in a
`declaration.
`
`
`
`No. 41: Amazon offers to limit the
`time-scope of the request to documents
`created on or after January 1, 2010, a
`reasonable period before the founding
`of PersonalWeb – except for the
`portion of the request that calls for any
`payments made from December 31,
`2019 through the present, which will
`have the same starting date set forth in
`the request.
`
`BDE should otherwise produce
`documents responsive to the full scope
`of this request as the Court ordered.
`
`BDE’s proposal artificially restricts the
`kinds of financial transactions for
`which it is willing to produce
`documents; for example, it does not
`agree to produce documents relating to
`any payments made from December
`31, 2019 through the present, as
`requested, or more generally any sales,
`purchases, or receipts among BDE and
`PersonalWeb, Europlay Capital
`Advisors, LLC, Claria Innovations,
`LLC, Monto Holdings Pty Ltd., SAM,
`or SAM Ventures. The insiders have
`already produced some documents
`reflecting payments made directly on
`PersonalWeb’s behalf. The financial
`
`9
`
`No. 41: Brilliant incorporates its
`objections. Subject to and without
`waiving such objections: At the June
`17, 2022 meet and confer conference,
`aside from the Intercreditor Agreement
`(responsive documents with respect to
`which, BDE is producing) Amazon’s
`counsel could not articulate a
`definition of “financial relationship”
`beyond the description in the
`“including” clause. Brilliant will
`produce responsive documents
`sufficient to show loans, write-off or
`debt forgiveness, if any, advances,
`sales for less than fair market value, if
`any, during the stated period with
`respect to PersonalWeb and Monto.
`As for SAM, with which Brilliant had
`an attorney-client relationship as
`corporate counsel independent of
`PersonalWeb, in response to Request
`No. 34, Brilliant will produce ledger
`extracts showing payments to SAM
`from March 1, 2021 to present. After a
`reasonable search, no such documents
`exist with respect to Europlay, Claria,
`or SAM Ventures. Brilliant otherwise
`stands on its Response and, once
`production is made of such materials it
`will meet and confer with Amazon
`
`
`
`

`

`Case 5:18-md-02834-BLF Document 779-1 Filed 09/12/22 Page 10 of 19
`
`arrangements and transactions between
`and among these entities are necessary
`to establish any alter ego relationships
`and/or the fraudulent nature of the
`secured debt instruments by which the
`insiders secured the receivership to
`avoid the Court’s judgment.
`
`No. 42: Documents sufficient to
`show in detail Your business
`purpose and operational activities,
`and the business purpose and
`operational activities of any entity
`that is Your direct or indirect owner,
`and the business purpose and
`operational activities of any entity of
`which You are a direct or indirect
`owner.
`
`No. 42: Brilliant objects to