Case 5:18-md-02834-BLF Document 779-2 Filed 09/12/22 Page 1 of 9
`
`COURT ORDER RE AMAZON'S MOTION TO COMPEL AS TO CLARIA INNOVATIONS, LLC
`
`AMAZON’S REQUESTS CREDITORS’ RESPONSES
`
`AMAZON’S COMPROMISE
`
`No. 10: Amazon accepts Claria’s proposed compromise based on the
`representations of Claria and its counsel.
`
`No. 10: All documents
`relating to Your interests in
`any litigations, including
`intellectual property
`litigations, not included in
`the Collateral.
`
`No. 10: Claria 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."
`
`Claria further objects to this
`Request to the extent that
`production of the requested
`records violates the financial
`privacy rights of Claria and/or
`its members.
`Claria further objects to this
`request on the grounds of
`burden, oppression and the lack
`of relevance of such matters to
`the Action, the Receivership
`Action and/or to Amazon’s
`post-judgment collection
`efforts. Claria will not
`separately produce or log
`documents relating to such
`matters.
`
`Claria 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
`
`ORDER
`
`RESOLVED
`
`CLARIA'S PROPOSED
`COMPROMISE
`No. 10: Claria withdraws its
`objections. After a reasonable
`search there are no responsive
`documents because, since its
`formation, it has no interest in
`any such litigation.
`
`Claria's Response to
`Amazon's Position
`This dispute is resolved.
`However, to be clear.
`Claria’s counsel did not
`themselves access Claria's
`books, records and documents
`and thus cannot and do not
`make any "representations"
`based on personal knowledge
`to this or any other Response.
`Counsel do represent that the
`Requests and Responses were
`discussed with a
`representative of Europlay
`Capital Advisors, Claria's
`managing member, and has
`produced or placed on the
`privilege log the documents
`that were provided.
`
`
`
`
`
`
`
`

`

`AMAZON’S REQUESTS CREDITORS’ RESPONSES
`
`AMAZON’S COMPROMISE
`
`CLARIA'S PROPOSED
`COMPROMISE
`
`ORDER
`
`Case 5:18-md-02834-BLF Document 779-2 Filed 09/12/22 Page 2 of 9
`
`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 Claria 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.
`
`mental impressions,
`conclusions, opinions, legal
`advice or legal theories. Claria
`will not prepare a privilege log
`regarding documents withheld
`on such grounds because, as
`stated, none of such matters
`have any relevance to this
`proceeding.
`
`No. 12: Claria 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."
`
`Claria further objects to this
`Request to the extent that
`production of the requested
`records violates the financial
`privacy rights of Claria and/or
`its members. Claria further
`objects to this request on the
`grounds of burden, oppression
`and the lack of relevance of
`such matters to the Action, the
`Receivership Action and/or to
`Amazon’s post-judgment
`collection efforts. Claria will
`not separately produce or log
`documents relating to such
`matters.
`
`
`No. 12: Amazon accepts Claria’s proposed compromise based on the
`representations of Claria and its counsel.
`
`RESOLVED
`
`Claria to provide a declaration
`in accordance with Ruling #3
`of this Order.
`
`No. 12: Claria withdraws its
`objections. After a reasonable
`search, Claria has no
`responsive documents.
`
`Claria's Response to
`Amazon's Position
`This dispute is resolved.
`However, to be clear.
`Claria’s counsel did not
`themselves access Claria's
`books, records and documents
`and thus cannot and do not
`make any "representations"
`based on personal knowledge
`to this or any other Response.
`Counsel do represent that the
`Requests and Responses were
`discussed with a
`representative of Europlay
`Capital Advisors, Claria's
`managing member, and has
`produced or placed on the
`privilege log the documents
`that were provided.
`
`
`
`2
`
`
`
`

`

`AMAZON’S REQUESTS CREDITORS’ RESPONSES
`
`AMAZON’S COMPROMISE
`
`CLARIA'S PROPOSED
`COMPROMISE
`
`ORDER
`
`Case 5:18-md-02834-BLF Document 779-2 Filed 09/12/22 Page 3 of 9
`
`Claria 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. Claria
`will not prepare a privilege log
`regarding documents withheld
`on such grounds because, as
`stated, none of such matters
`have any relevance to this
`proceeding.
`
`No. 42: Claria objects to this
`Request under FRCP 45(d)(1),
`(2)(ii) on the grounds that it is
`overly broad, burdensome and
`oppressive, and vague.
`
`Claria further objects to this
`Request on the grounds that it
`is burdensome, harassing, calls
`for information that would
`violate the financial privacy of
`Claria and its ownership, and
`information that is not relevant
`to the Action, the Receivership
`Action or Amazon’s post-
`judgment collection efforts.
`Claria will not separately
`produce or log such matters but
`will meet and confer with
`Amazon to discuss the
`
`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: Claria should produce documents and communications
`responsive to the full scope of this request as the Court ordered.
`
`Amazon disputes that Claria “has had no business operations” “[a]part
`from its secured loan to PersonalWeb,” and, thus, “there are no further
`documents responsive to this Request”
`
`Claria is an artificial corporate entity created by someone(s) for a
`“business purpose” and “operational activities.” Even a basic internet
`search appears to disprove Claria’s representation that it “has had no
`business operations.” In January 2007, Jellycloud, Inc. (an apparent
`precursor to Claria) purportedly sought to register the trademark
`“AXON” for use “for software for use in tracking and analyzing
`keyword searches, tracking purchasing cycles and consumer
`preferences, and for use in selecting advertising content to display across
`the local computer network.” (See
`https://ttabvue.uspto.gov/ttabvue/v?pno=91187047&pty=OPP&eno=1.)
`After the application was opposed, in September 2010 Claria, which
`would have been formed by then according to Claria’s own admissions,
`abandoned the mark. (See
`https://ttabvue.uspto.gov/ttabvue/v?pno=91187047&pty=OPP&eno=20.)
`
`No. 42: Claria incorporates
`its objections. Subject thereto
`and without waiving such
`objections: Claria was formed
`in January 2010. In August
`2010 it formed PersonalWeb.
`As of April 2011, Claria held
`no interest in PersonalWeb.
`Apart from its secured loan to
`PersonalWeb, as to which
`responsive documents will be
`produced, Claria has had no
`business operations. Claria
`has no documents regarding
`the business purpose or
`operation of any entity that is
`its direct or indirect owner
`and it is not a direct or
`indirect owner of any other
`entity. Accordingly, there are
`
`GRANTED/DENIED in part
`as overbroad.
`
`Claria is to produce all
`documents relating to its
`secured loan to Personal Web.
`
`Claria is to provide a
`declaration in accordance
`with this Order attesting under
`penalty of perjury by a person
`with personal knowledge to
`the facts set forth in its
`response, including:
`
` Claria was formed in
`January 2010
`
`
`
`In August 2010 it
`formed PersonalWeb
`
`
`
`3
`
`
`
`

`

`Case 5:18-md-02834-BLF Document 779-2 Filed 09/12/22 Page 4 of 9
`
`AMAZON’S REQUESTS CREDITORS’ RESPONSES
`
`AMAZON’S COMPROMISE
`
`At the very least, this pending trademark filing constitutes “business
`operations” (and Claria likely operated or intended to operate in the
`specified classes for the mark) for which Claria has not agreed to
`produce documents. On information and belief, Claria has had other
`“business operations” as well.
`
`
`
`
`
`potential relevance, if any, of
`such matters.
`
`Claria 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 such
`counsel's mental impressions,
`conclusions, opinions, or legal
`theories.
`
`Subject to and without waiving
`the foregoing objections, Claria
`responds as follows: In
`accordance with the scope and
`limitations of the Order, after a
`reasonably diligent search,
`Claria 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.
`
`
`ORDER
`
` As of April 2011,
`Claria held no interest
`in PersonalWeb
`
`
`
` Claria has had no
`business operations’
`apart from the secured
`loan to Personal Web.
`
` Claria has no
`documents regarding
`the business purpose
`or operation of any
`entity that is its direct
`or indirect owner and
`it is not a direct or
`indirect owner of any
`other entity.
`
`CLARIA'S PROPOSED
`COMPROMISE
`no further documents
`responsive to this Request.
`
`Claria's Response to
`Amazon's Position
`With all due respect;
`Amazon's statement
`demanding information
`regarding a trademark
`abandoned in September
`2010, before PersonalWeb,
`LLC was formed, borders on,
`if not crosses the line, into
`triviality. The statement in
`Claria's proposed
`compromise that since April
`2011, Claria has had no
`business except holding
`2.99% of PersonalWeb's debt
`is true. One can Google
`"Claria Innovations" and get
`pointed to the USPTO website
`that lists 16 trademarks, all
`"abandoned" or "dead" by
`2010 – 2014. Claria will
`produce printouts of the
`information available from
`that website. Amazon never
`states just how holding
`trademarks that were
`"abandoned" or "dead"
`between 8 – 12 years ago and
`over 3 years prior to this
`lawsuit being filed is relevant
`to the whereabouts of
`PersonalWeb assets or alter
`ego claims against a company
`that is not even a member of
`PersonalWeb. Finally, a
`
`
`
`4
`
`
`
`

`

`Case 5:18-md-02834-BLF Document 779-2 Filed 09/12/22 Page 5 of 9
`
`AMAZON’S REQUESTS CREDITORS’ RESPONSES
`
`AMAZON’S COMPROMISE
`
`No. 43: 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.
`
`Claria should otherwise produce documents responsive to the full scope
`of this request as the Court ordered.
`
`Notably, Claria states that it “has no substantial accounting records”
`implicitly acknowledging that it indeed has responsive “accounting
`records.”
`
`No. 43: All documents and
`communications relating to
`Your formation and
`operating documents,
`including without limitation
`articles of incorporation or
`organization, shareholder
`and Board of Directors
`meeting minutes, votes,
`bylaws, and documents and
`communications relating to
`the issuance of stock
`certificates, and the
`maintenance of proper
`accounting and shareholder
`records.
`
`No. 43: Claria objects to this
`Request under FRCP 45(d)(1),
`(2)(ii) on the grounds that,
`apart from the matters
`described in the "including,
`without limitation" clause, it is
`overly broad, burdensome and
`oppressive, and vague,
`including that it is not on its
`face limited as to time and
`scope, since Claria has been in
`existence since 2010.
`
`Claria further objects to this
`Request to the extent that
`production of the requested
`records violates the financial
`privacy rights of Claria and/or
`its members. Claria further
`objects to this Request to the
`extent that it seeks Claria's
`confidential or proprietary
`information and/or trade
`secrets.
`
`Claria further objects to this
`Request on the grounds that it
`is burdensome, harassing, calls
`for information that would
`violate the financial privacy of
`Claria and its ownership, and
`
`CLARIA'S PROPOSED
`COMPROMISE
`search of the documents
`produced and/or logged by
`Caria or its manager,
`Europlay Capital Advisors,
`shows the documents
`mentioning “Axon” were
`included.
`
`No. 43: Claria incorporates
`its objections. Subject
`thereto and without
`waiving such objections:
`Claria will produce its
`formation and operating
`documents. As an LLC it
`has no board of director or
`member meeting minutes,
`stock certificates,
`shareholder records or
`except with respect to
`records relating to its
`secured loan to
`PersonalWeb (documents
`with respect to which are
`being produced), it has no
`substantial accounting
`records.
`
`Claria otherwise stands on
`its response and, once
`production is made of such
`materials, it will meet and
`confer with Amazon
`regarding the need for
`further documents
`
`
`ORDER
`
`GRANTED/DENIED IN
`PART as overbroad.
`Responsive documents are
`limited to those created on or
`after January 1, 2010. Claria
`to produce its formation and
`operating documents,
`including all accounting
`records.
`
`Claria is to provide a
`declaration in accordance
`with this Order attesting under
`penalty of perjury by a person
`with personal knowledge to
`the facts set forth in its
`response, including: As an
`LLC it has no:
`
` board of director or
`member meeting
`minutes,
`
`
`
`stock certificates or
`shareholder records
`
`
`
`
`
`
`
`
`
`
`
`5
`
`
`
`

`

`Case 5:18-md-02834-BLF Document 779-2 Filed 09/12/22 Page 6 of 9
`
`ORDER
`
`
`
`
`
`
`
`CLARIA'S PROPOSED
`COMPROMISE
`Claria's Response to
`Amazon's Position
`Amazon states no reason why,
`with respect to a Request
`calling for organizational
`documents, the stated
`compromise is not sufficient.
`Likewise, as Claria's
`compromise states, Claria
`account records regarding its
`secured loan to PersonalWeb
`are being produced. All of
`this is subject to Amazon
`revisiting the subject after it
`has reviewed the records that
`were produced. Also see
`Claria's statements regarding
`Request no. 42.
`
`AMAZON’S REQUESTS CREDITORS’ RESPONSES
`
`AMAZON’S COMPROMISE
`
`information that is not relevant
`to the Action, the Receivership
`Action or Amazon’s post-
`judgment collection efforts.
`Claria will not separately
`produce or log such matters but
`will meet and confer with
`Amazon to discuss the
`potential relevance, if any, of
`such matters.
`
`Claria 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 such
`counsel's mental impressions,
`conclusions, opinions, or legal
`theories.
`
`Subject to and without waiving
`the foregoing objections, Claria
`responds as follows: In
`accordance with the scope and
`limitations of the Order, after a
`reasonably diligent search,
`Claria 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.
`
`
`
`6
`
`
`
`

`

`AMAZON’S REQUESTS CREDITORS’ RESPONSES
`
`AMAZON’S COMPROMISE
`
`CLARIA'S PROPOSED
`COMPROMISE
`
`ORDER
`
`Case 5:18-md-02834-BLF Document 779-2 Filed 09/12/22 Page 7 of 9
`
`No. 44: Claria should produce documents responsive to the full scope of
`this request as the Court ordered. Given that Claria claims to have only a
`limited existence beyond loaning money to PersonalWeb, it can comply
`with the Court’s order.
`
`No. 44: Claria incorporates
`its proposed compromise
`stated with respect to
`Requests Nos. 42 and 43.
`
`Claria's Response to
`Amazon's Position
`See statement in response to
`Amazon's position as to nos.
`42 and 43.
`
`GRANTED/DENIED in part
`as overbroad. The Court’s
`Order as to RFP nos. 42 and
`43 is incorporated by
`reference. Compliance with
`that Order will be a
`satisfactory response to RFP
`44.
`
`
`
`No. 44: All documents and
`communications relating to
`Your business operations,
`including without limitation
`documents related to
`meetings of the Board of
`Directors and/or meetings of
`managers, minutes, votes,
`and resolutions.
`
`
`No. 44: Claria objects to this
`Request under FRCP 45(d)(1),
`(2)(ii) on the grounds that,
`apart from the matters
`described in the "including,
`without limitation" clause, it is
`overly broad, burdensome and
`oppressive, and vague,
`including that it is not on its
`face limited as to time and
`scope, since Claria has been in
`existence since 2010.
`Claria further objects to this
`Request to the extent that
`production of the requested
`records violates the financial
`privacy rights of Claria and/or
`its members. Claria further
`objects to this Request to the
`extent that it seeks Claria's
`confidential or proprietary
`information and/or trade
`secrets. Claria further objects
`to this Request on the grounds
`that it is burdensome,
`harassing, calls for information
`that would violate the financial
`privacy of Claria and its
`ownership, and information
`that is not relevant to the
`Action, the Receivership
`Action or Amazon’s post-
`judgment collection efforts.
`Claria will not separately
`produce or log such matters but
`will meet and confer with
`Amazon to discuss the
`
`
`
`7
`
`
`
`

`

`AMAZON’S REQUESTS CREDITORS’ RESPONSES
`
`AMAZON’S COMPROMISE
`
`CLARIA'S PROPOSED
`COMPROMISE
`
`ORDER
`
`Case 5:18-md-02834-BLF Document 779-2 Filed 09/12/22 Page 8 of 9
`
`potential relevance, if any, of
`such matters.
`Claria 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 such
`counsel's mental impressions,
`conclusions, opinions, or legal
`theories.
`
`Subject to and without waiving
`the foregoing objections, Claria
`responds as follows: In
`accordance with the scope and
`limitations of the Order, after a
`reasonably diligent search,
`Claria 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. 45: Claria objects to this
`Request on the grounds that it
`is burdensome, harassing, calls
`for information that would
`violate the financial privacy of
`Claria and its ownership, and
`information that is not relevant
`to the Action, the Receivership
`
`No. 45: Documents and
`communications sufficient
`to identify Your principals,
`investors, and/or anyone
`else who has ever held an
`interest in You, as well as
`
`No. 45: Amazon accepts Claria’s proposed compromise based on the
`representations of Claria and its counsel that it will produce all
`responsive, non-privileged documents within its possession, custody or
`control consistent with the Court’s order.
`
`
`
` No. 45: Claria will produce
`the responsive documents.
`
`RESOLVED
`
`Claria's Response to
`Amazon's Position
`This dispute has apparently
`been resolved. However, to
`be clear, Claria’s counsel did
`
`
`
`8
`
`
`
`

`

`AMAZON’S REQUESTS CREDITORS’ RESPONSES
`
`AMAZON’S COMPROMISE
`
`Case 5:18-md-02834-BLF Document 779-2 Filed 09/12/22 Page 9 of 9
`
`the nature and amount of
`such interest.
`
`Action or Amazon’s post-
`judgment collection efforts.
`Claria will not separately
`produce or log such matters but
`will meet and confer with
`Amazon to discuss the
`potential relevance, if any, of
`such matters.
`
`Subject to and without waiving
`the foregoing objections, Claria
`responds as follows: In
`accordance with the scope and
`limitations of the Order, after a
`reasonably diligent search,
`Claria 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.
`
`
`
`
`
`
`
`ORDER
`
`CLARIA'S PROPOSED
`COMPROMISE
`not themselves access Claria's
`books, records and documents
`and thus cannot and do not
`make any "representations"
`based on personal knowledge
`to this or any other Response.
`Counsel do represent that the
`Requests and Responses were
`discussed with a
`representative of Europlay
`Capital Advisors, Claria's
`managing member and has
`produced or placed on the
`privilege log the documents
`that were provided.
`
`9
`
`
`
`