United States District Court, D. Minnesota
Michelle S. Grant, Dorsey & Whitney LLP, for Defendant
Christopher C. Grecian, HKM, P.A., for Plaintiff
REPORT AND RECOMMENDATION
T. Schultz, United States Magistrate Judge.
matter is before the Court on Plaintiffs' Petition and
corresponding motion to compel compliance with third-party
subpoenas issued in a AAA arbitration. Because this
Court's resolution of the motion will also effectively
determine the outcome of the underlying action
(i.e., the Petition), this ruling is issued in the
form of a Report and Recommendation.
Neo Ivy Capital Management LLC (Neo Ivy) is a quantitative
hedge fund that invests in a variety of industries, including
the healthcare sector, through statistical trading
strategies. Compl. ¶ 8, Docket No. 1. Non-party Yinglong
Guo (Guo) is a former employee of Neo Ivy who worked as a
research analyst there from March 7, 2016 to July 23, 2017.
Id. ¶¶ 9, 12. After Guo left Neo Ivy and
took a job with Savvysherpa, he sued Neo Ivy for payment of a
bonus and other compensation. Grecian Aff. Ex. A, Docket No.
18. Neo Ivy counterclaimed alleging breach of Guo's
non-compete agreement. Id. Ex. B.
was acquired by United Healthcare Services, a subsidiary of
United Health Group (UHG) in December 2017. West Decl. ¶
8, Docket No. 22. In August 2018, Neo Ivy issued two
identical third-party document subpoenas-one directed to
Savvysherpa and one directed to UHG. Compl. Exs. A & B,
Docket No. 1-1. UHG and Savvysherpa timely objected to the
subpoenas, prompting Neo Ivy to commence this action to
enforce them. Id. ¶ 20, Docket No. 1. For the
reasons described more fully below, the Court grants in part
and denies in part the motion to compel compliance with the
The Underlying Arbitration
underlying arbitration Guo alleges that Neo Ivy and Yao have
breached Guo's employment agreement by failing to pay a
bonus and other compensation when he left their employ.
Grecian Aff. Ex. A, Docket No. 18-1. Neo Ivy and Yao have
counterclaimed, alleging that Guo misappropriated Neo
Ivy's trade secret source code and violated his
non-compete agreement by accepting employment with
Savvysherpa. Id. Ex. B. At the request of Neo Ivy
and Yao, the arbitrator issued identical subpoenas to
Savvysherpa and UHG on August 22, 2018, with a return date of
September 20, 2018. Compl. Exs. A & B, Docket No.
Savvysherpa and UHG timely objected to the subpoenas.
Id. Ex. C. The parties did not meet and confer after
the objection to the subpoenas. Rather, on November 21, 2018,
Neo Ivy and Yao initiated this action to compel compliance
with the subpoenas under Fed.R.Civ.P. 45. Docket No. 1.
The Subpoenaed Parties
is a healthcare data science company whose business is to
identify significant problems in the healthcare industry and
attempt to solve them. West Decl. ¶ 4, Docket No. 22. It
performs this business by conducting its own primary
research, reviewing publicly available research, and
accessing a database of claims information (presumably
belonging to UHG or one of its many subsidiaries).
Id. These efforts are ultimately designed to lead to
improved delivery of healthcare. Id. Savvysherpa
does not trade in outside publicly traded securities.
a diversified healthcare company. Grant Decl. Ex. A, 2018
10-K, Docket No. 25-1. It is a large organization comprised
of over 1000 subsidiaries that, in 2018, generated over $226
Billion in annual operating revenues. West Decl. ¶ 9,
Docket No. 22; Grant Decl. Ex. A, Docket No. 25-1. UHG is
comprised of two distinct but strategically aligned business
platforms: provision of healthcare benefits under the United
HealthCare umbrella and health services under the Optum
umbrella. Grant Decl. Ex. A, docket No. 25-1. A UHG
companywide search for documents is, to say the least, a
time-consuming and expensive undertaking.
The Subpoenaed Documents
document subpoenas at issue broadly define each subpoenaed
entity to include “any and all . . . present or past
members, investors, managers, partners, joint venturers,
attorneys, corporate parents, subsidiaries, divisions,
accountants, agents, employees, advisors, representatives,
professionals, consultants, assignees, affiliates, or other
persons who may have acted, or purported to act, or are
purporting to act, on behalf of [United Health Group or
parties here made no attempt of which the Court has been made
aware to narrow the scope of the subpoenas. Accordingly, the
subpoenaed documents are:
No. 1: All Documents and Communications relating to
Savvysherpa's hiring of Guo, including but not limited to
job descriptions, applications, interviews, and offers of
No. 2: All Documents and Communications relating to
the transfer of Guo's H1-B visa from New Ivy to
Savvysherpa, including but not limited to any forms I-797.
No. 3: All Documents and Communications relating to
UnitedHealth's hiring of Guo, including but not limited
to job descriptions, applications, interviews, and offers of
No. 4: All Documents and Communications relating to
work or services performed by Guo for Savvysherpa or
UnitedHealth, including but not limited to any work product
Guo created for Savvysherpa or UnitedHealth.
No. 5: All Documents and Communications relating to
any actual or planned investment activity by Savvysherpa
(sic) or UnitedHealth between 2015 and the present,
including but not limited to any ...