SUPERIOR COURT OF THE STATE OF CALIFORNIA

SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES — CENTRAL DISTRICT
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PRELIMINARY STATEMENT
Defendant and Cross-Complainant Aurelius Media Americas Inc. ("AMA") hereby responds to Plaintiff Gavin Aldrich's ("Plaintiff" or "Aldrich") First Set of Requests for Production of Documents (Nos. 1–30), served on February 20, 2023, pursuant to California Code of Civil Procedure sections 2031.210 through 2031.320. These responses are served concurrently with AMA's initial document production.
These responses are based upon the information, documents, and records reasonably available to AMA as of the date of these responses. AMA's investigation and discovery in this matter are ongoing and have not been completed. Accordingly, AMA expressly reserves the right to supplement, amend, or correct these responses as additional information or documents become available, as permitted by law.
Nothing contained in these responses is intended to, or shall be deemed to, constitute a waiver of any objection, privilege, immunity, or right not expressly stated herein, including but not limited to the attorney-client privilege, the attorney work product doctrine, the right to privacy, or the protection afforded to proprietary trade secret information. AMA's agreement to produce documents in response to any particular request shall not be construed as a concession that such documents are relevant to or admissible in this action.
Documents produced in connection with these responses are designated pursuant to the Stipulated Protective Order entered in the related action, Fuentes v. Aurelius Media Americas Inc., Lead Case No. 22STCV38214, which is applicable by stipulation of the parties to this action. Certain documents are designated "CONFIDENTIAL" and others are designated "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" in accordance with the terms of the Stipulated Protective Order. Plaintiff's counsel and any reviewing persons are bound by the terms of said Protective Order with respect to all produced documents.
AMA's document production will be made in a rolling manner. The initial production is being made concurrently with the service of these responses. Supplemental productions will follow as AMA's document collection, review, and privilege analysis continue.
Concurrently herewith, AMA has produced documents bearing Bates numbers AMA-ALD-000001 through AMA-ALD-004827. These documents are produced in the format specified in the parties' meet-and-confer correspondence, consisting of single-page TIFF images with accompanying load files, extracted text, and native files where appropriate for spreadsheets and other non-image-based documents.
Documents withheld from production on the basis of the attorney-client privilege and/or the attorney work product doctrine are identified on the Privilege Log attached hereto as Exhibit A and incorporated herein by reference. AMA reserves the right to supplement the Privilege Log as its privilege review continues.
GENERAL OBJECTIONS
AMA sets forth the following General Objections, each of which is incorporated by reference into every specific response below as if fully set forth therein. The assertion of a General Objection does not imply that any particular General Objection is applicable to any particular request, nor does the failure to assert a specific objection in any individual response constitute a waiver of any otherwise available objection.
General Objection No. 1. AMA objects to each Request for Production to the extent it calls for the production of documents or things that are protected from disclosure by the attorney-client privilege, the attorney work product doctrine (whether "opinion" or "fact" work product), or any other applicable privilege, immunity, or protection from disclosure recognized under California law or any other applicable law, including but not limited to the common interest privilege, the mediation confidentiality privilege, and the right to privacy.
General Objection No. 2. AMA objects to each Request for Production to the extent it is overbroad, unduly burdensome, oppressive, or not reasonably calculated to lead to the discovery of admissible evidence, or to the extent it seeks information that is not relevant to the subject matter of this action and not reasonably calculated to lead to the discovery of admissible evidence, as those terms are understood under the California discovery Act.
General Objection No. 3. AMA objects to each Request for Production to the extent it seeks documents or things relating to third parties that are not within AMA's possession, custody, or control, as those terms are defined by applicable law.
General Objection No. 4. AMA objects to each Request for Production to the extent it calls for the production of documents or things that constitute or contain trade secrets, proprietary business information, confidential financial data, or other commercially sensitive information. AMA will produce such documents, to the extent it agrees to produce them, only subject to and in accordance with the Stipulated Protective Order, and will designate such documents at the appropriate confidentiality level.
General Objection No. 5. AMA objects to each Request for Production to the extent it seeks information or documents that are publicly available, or that are equally accessible to Plaintiff as they are to AMA, and that Plaintiff can obtain through his own reasonable efforts.
General Objection No. 6. AMA objects to each Request for Production to the extent that language such as "all documents," "any and all documents," "each and every document," or equivalent formulations is construed to impose an obligation to produce every conceivable document, rather than documents that are reasonably responsive to the request as construed in good faith.
General Objection No. 7. AMA objects to the "Definitions" and "Instructions" set forth in Plaintiff's First Set of Requests for Production to the extent they purport to impose obligations on AMA beyond those required by the California Code of Civil Procedure, including but not limited to any purported obligation to search for and produce documents from the personal files, personal devices, or personal accounts of AMA employees, officers, or directors, except to the extent that such documents are within AMA's possession, custody, or control.
General Objection No. 8. These General Objections are incorporated by reference into each specific response set forth below, whether or not a particular General Objection is restated in connection with a specific response. The failure to restate any General Objection in connection with a particular response shall not be construed as a waiver of that General Objection.
RESPONSES TO INDIVIDUAL REQUESTS FOR PRODUCTION
REQUEST FOR PRODUCTION NO. 1
Request: All documents constituting, comprising, or relating to the Employment Agreement between Plaintiff Gavin Aldrich and AMA, including all amendments, modifications, addenda, and side letters.
Response to Request for Production No. 1:
AMA interposes no specific objections to this request beyond its General Objections incorporated herein by reference.
Subject to and without waiving its General Objections, AMA responds as follows:
AMA will produce all responsive, non-privileged documents in its possession, custody, or control. After a diligent search and reasonable inquiry, AMA has identified and is producing the following documents:
Documents Produced:
1.  Employment Agreement between Aurelius Media Americas Inc. and Gavin Aldrich, dated September 5, 2017 (Bates Nos. AMA-ALD-000001 through AMA-ALD-000034). This agreement sets forth the complete terms of Aldrich's employment with AMA, including, among other provisions: Section 7.2(b) (defining "Cause" for termination); Section 9.1 (Non-Competition covenant, eighteen (18) months post-termination); Section 9.2 (Non-Solicitation of Employees covenant, twenty-four (24) months post-termination); Section 9.3 (Non-Solicitation of Business Relationships covenant, twenty-four (24) months post-termination); Section 9.4 (Confidentiality covenant, indefinite duration); and Section 14.3 (New York choice-of-law clause).
2.  First Amendment to Employment Agreement between Aurelius Media Americas Inc. and Gavin Aldrich, dated August 1, 2020 (Bates Nos. AMA-ALD-000035 through AMA-ALD-000048). This amendment, among other things, reflected Aldrich's promotion and revised compensation terms.
AMA is not aware of any additional amendments, modifications, addenda, or side letters to the Employment Agreement. No documents responsive to this request have been withheld on the basis of privilege or any other ground.
REQUEST FOR PRODUCTION NO. 2
Request: All documents constituting or relating to the personnel file of Plaintiff Gavin Aldrich maintained by AMA or any predecessor, including but not limited to performance evaluations, compensation records, disciplinary records, and correspondence.
Response to Request for Production No. 2:
AMA objects to this request to the extent it seeks documents that are protected by the deliberative process or that contain confidential personal information regarding other AMA employees who may be referenced in Aldrich's personnel file. AMA will redact the names and identifying information of third-party AMA employees to the extent such information is not relevant to the claims or defenses asserted in this action. Redactions are identified in the Redaction Log produced concurrently herewith.
Subject to and without waiving the foregoing objections and AMA's General Objections incorporated herein by reference, AMA responds as follows:
AMA will produce responsive, non-privileged documents in its possession, custody, or control. After a diligent search and reasonable inquiry, AMA has identified and is producing the following documents:
Documents Produced:
AMA is producing the personnel file of Gavin Aldrich (Bates Nos. AMA-ALD-000049 through AMA-ALD-000287), which includes, without limitation, the following categories of documents:
1.  Offer and Onboarding Materials: Original offer letter extended to Aldrich, dated September 2017, together with new hire paperwork, onboarding documentation, and related forms executed by Aldrich at the commencement of his employment.
2.  Performance Evaluations: Annual performance evaluations for fiscal years 2018, 2019, 2020, and 2021 (four evaluations total), each reflecting the evaluation period, reviewer comments, ratings, and Aldrich's self-assessment where applicable.
3.  Compensation Records: Documents reflecting Aldrich's base salary history, including his base salary of $485,000 per year at the time of his termination, as well as his bonus history, including a fiscal year 2021 annual bonus payment of $225,000.
4.  Equity Compensation Documentation: RSU grant documentation reflecting a grant of 42,500 restricted stock units of Aurelius Global Media Group PLC ("AGMG"), the vesting schedule applicable to such grant, and records reflecting that 15,300 RSUs remained unvested as of the date of Aldrich's termination on October 14, 2022.
5.  Promotion Documentation: Documents reflecting Aldrich's promotion from Vice President of Original Content to Senior Vice President of Original Content & Executive Producer, effective January 1, 2020, which promotion was memorialized in connection with the First Amendment to Employment Agreement dated August 1, 2020.
6.  Policy Acknowledgments: Signed acknowledgment by Aldrich of AMA's Acceptable Use and Confidentiality Policy, executed by Aldrich on April 12, 2021; and signed acknowledgment by Aldrich of the AMA Employee Handbook (March 2021 revision).
7.  Disciplinary Records: Formal written warning issued by Jonathan Mercer, President of AMA, to Gavin Aldrich, dated October 11, 2022, addressing Aldrich's refusal to comply with the restructuring directive and his unauthorized dissemination of internal communications to subordinates.
8.  Termination Documentation: Termination letter dated October 14, 2022, specifying that Aldrich's employment was being terminated "for cause" under Section 7.2(b) of the Employment Agreement. The termination letter cites two independent grounds: (i) violation of the Acceptable Use and Confidentiality Policy through unauthorized transmission of proprietary materials to a personal email account and to third parties; and (ii) insubordination in connection with Aldrich's refusal to comply with a lawful directive from the President of AMA and his disparaging dissemination of internal communications.
Certain documents within the personnel file have been redacted to remove the names and identifying information of third-party AMA employees whose personal information appears in the file but whose identity is not relevant to the claims and defenses in this action. All such redactions are identified in the Redaction Log produced concurrently herewith.
REQUEST FOR PRODUCTION NO. 3
Request: All documents relating to AMA's decision to terminate Plaintiff's employment, including but not limited to memoranda, emails, meeting notes, and communications among AMA officers, directors, managers, and/or human resources personnel regarding Plaintiff's termination.
Response to Request for Production No. 3:
AMA objects to this request to the extent it seeks documents and communications that are protected from disclosure by the attorney-client privilege and/or the attorney work product doctrine, including but not limited to communications between AMA's officers and employees and AMA's outside counsel, Calderwood & Harkness LLP, regarding the legal analysis of the termination decision, the sufficiency of grounds for "for cause" termination, and related litigation strategy. AMA further objects that the phrase "all documents relating to" is overbroad to the extent it is construed to encompass every document that has any conceivable connection to the termination decision, rather than documents that are directly relevant to the decision-making process. AMA will produce non-privileged documents that reflect the business decision-making process leading to Aldrich's termination.
Subject to and without waiving the foregoing objections and AMA's General Objections incorporated herein by reference, AMA responds as follows:
AMA will produce responsive, non-privileged documents in its possession, custody, or control. After a diligent search and reasonable inquiry, AMA has identified and is producing the following documents:
Documents Produced:
1.  Email chain between Jonathan Mercer, President of AMA, and Gavin Aldrich, dated October 10, 2022 (Bates Nos. AMA-ALD-000288 through AMA-ALD-000295). This email chain includes Mercer's directive regarding the restructuring of the Unscripted Programming Division and Aldrich's response refusing to implement the directive, in which Aldrich described the directive as "creatively bankrupt and commercially idiotic."
2.  Email from Gavin Aldrich to six subordinate AMA employees (including three show-runners and two division heads), dated October 11, 2022 (Bates Nos. AMA-ALD-000296 through AMA-ALD-000301). In this email, Aldrich forwarded the October 10, 2022 email chain with Mercer to his subordinates, accompanied by Aldrich's commentary: "For your awareness — the London suits are gutting our operation."
3.  Formal written warning from Jonathan Mercer to Gavin Aldrich, dated October 11, 2022 (Bates Nos. AMA-ALD-000302 through AMA-ALD-000304). This warning addressed Aldrich's refusal to comply with the restructuring directive and his unauthorized dissemination of confidential internal communications.
4.  Internal Human Resources memorandum from Lorraine Okafor, Senior Vice President of Human Resources, to Jonathan Mercer and Gregory Tanaka, Vice President of Legal & Compliance, dated October 13, 2022, summarizing the factual basis for the termination recommendation (Bates Nos. AMA-ALD-000305 through AMA-ALD-000312). This memorandum has been produced with limited redactions of passages reflecting references to pending legal consultation with outside counsel, which references are protected by the attorney-client privilege. All redactions are identified in the Redaction Log.
5.  Termination letter dated October 14, 2022 (duplicate of document produced in connection with Aldrich's personnel file in response to Request for Production No. 2; cross-referenced herein).
Documents Withheld:
The following documents have been identified as responsive to this request but are being withheld from production on the basis of privilege:
1.  Communications between Gregory Tanaka (AMA) and Calderwood & Harkness LLP (Renata Vasquez, Devon Archer), counsel for AMA, regarding legal analysis of the "for cause" termination of Aldrich and cross-complaint strategy. These communications are withheld in their entirety on the grounds of attorney-client privilege. Seven (7) documents are withheld under this category, identified on the Privilege Log attached hereto as Exhibit A, Entries 1 through 7.
2.  Internal memorandum from Gregory Tanaka to Jonathan Mercer and Lorraine Okafor, dated October 13, 2022, summarizing legal analysis and recommendation regarding the Aldrich termination. This document is withheld in its entirety on the grounds of attorney-client privilege and attorney work product, as it reflects confidential legal advice rendered by AMA's in-house counsel and reflects mental impressions, conclusions, and opinions formed in anticipation of litigation. This document is identified on the Privilege Log as Entry 8.
REQUEST FOR PRODUCTION NO. 4
Request: All documents relating to any investigation by AMA into Plaintiff's conduct, performance, or activities, including but not limited to the data loss prevention ("DLP") audit referenced in AMA's Cross-Complaint.
Response to Request for Production No. 4:
AMA objects to this request to the extent it seeks documents and communications that are protected from disclosure by the attorney-client privilege and/or the attorney work product doctrine, including communications between AMA's officers and employees and AMA's counsel regarding the investigation and its legal implications. AMA further objects to the extent the request seeks proprietary and confidential information regarding AMA's cybersecurity infrastructure, data loss prevention systems, monitoring capabilities, and related technical architecture. AMA will produce documents describing the substance and results of the DLP audit and investigation to the extent relevant to the claims and cross-claims in this action, but will redact information concerning AMA's proprietary DLP system architecture and monitoring capabilities, the disclosure of which could compromise AMA's cybersecurity posture and is not relevant to the substance of the investigation.
Subject to and without waiving the foregoing objections and AMA's General Objections incorporated herein by reference, AMA responds as follows:
AMA will produce the DLP audit report and supporting forensic documentation, with redactions as described above. After a diligent search and reasonable inquiry, AMA has identified and is producing the following documents:
Documents Produced:
1.  DLP audit report, completed October 3, 2022, prepared by AMA's internal IT security team under the direction of Gregory Tanaka, Vice President of Legal & Compliance (Bates Nos. AMA-ALD-000313 through AMA-ALD-000358). This report has been produced in redacted form, with redactions limited to: (a) descriptions of AMA's proprietary DLP system architecture, detection algorithms, and monitoring capabilities, the disclosure of which is not relevant to the substance of the audit findings and could compromise AMA's ongoing cybersecurity operations; and (b) references to attorney-client privileged communications between the IT security team and the Legal & Compliance department. All redactions are identified in the Redaction Log.
2.  Preliminary DLP audit findings summary, dated September 6, 2022 (Bates Nos. AMA-ALD-000359 through AMA-ALD-000367). This document reflects the initial flagging by AMA's DLP systems of anomalous email forwarding activity from Aldrich's AMA corporate email account (galdrich@aureliusmedia.com).
3.  Supporting documentation consisting of email forwarding logs from the AMA Exchange server, showing a total of 340 emails forwarded from galdrich@aureliusmedia.com to galdrich.private@Northgate Software.com during the period July 12, 2021 through September 29, 2022 (Bates Nos. AMA-ALD-000368 through AMA-ALD-000412).
AMA notes for the record that the DLP audit was initiated in August 2022 as part of a routine, calendar-driven security audit cycle, and was not triggered by or related to the October 10, 2022 restructuring directive or the subsequent insubordination incident. The preliminary DLP findings were reported to Gregory Tanaka on September 6, 2022 — more than one month prior to the October 10, 2022 insubordination incident. The DLP audit findings and the insubordination incident constitute independent grounds for Aldrich's "for cause" termination.
Documents Withheld:
Communications between Gregory Tanaka and Calderwood & Harkness LLP regarding the DLP audit findings and their legal implications for Aldrich's employment status and potential claims against AMA are withheld from production on the grounds of attorney-client privilege. Six (6) documents are withheld under this category, identified on the Privilege Log attached hereto as Exhibit A, Entries 9 through 14.
REQUEST FOR PRODUCTION NO. 5
Request: All documents relating to the forensic examination or analysis of Plaintiff's AMA-issued laptop, desktop, or other electronic devices, including forensic reports, chain-of-custody records, and communications regarding such examination.
Response to Request for Production No. 5:
AMA objects to this request to the extent it seeks documents and communications that are protected by the attorney-client privilege or the attorney work product doctrine, including communications with counsel regarding the forensic examination and its implications. AMA further objects to the extent the request seeks proprietary information regarding AMA's forensic examination tools, software, and methodologies, the disclosure of which is not relevant to the substance of the forensic findings and could compromise AMA's ability to conduct future forensic investigations.
Subject to and without waiving the foregoing objections and AMA's General Objections incorporated herein by reference, AMA responds as follows:
AMA will produce the forensic analysis results and supporting documentation. After a diligent search and reasonable inquiry, AMA has identified and is producing the following documents:
Documents Produced:
1.  IT forensic analysis report of Aldrich's AMA-issued laptop, completed by AMA's internal IT security team (Bates Nos. AMA-ALD-000413 through AMA-ALD-000467). The forensic analysis documented the following findings, among others:
(a) Seven (7) emails were sent from Aldrich's AMA corporate email account (galdrich@aureliusmedia.com) to the email address info@halcyoncreekprod.com during the period March 3, 2022 through August 18, 2022.
(b) The attachments to those seven emails included: three (3) complete unscripted show format bibles for the programs "Apex Endurance," "The Remix," and "Untamed West," respectively; two (2) pilot sizzle reels transmitted via Larkspur Technologies links originating from Aldrich's personal Larkspur Technologies account; and a detailed revenue model for AMA's "Summit Challenge" franchise, reflecting approximately $42 million in annual revenue.
(c) Each of the foregoing materials constitutes proprietary, confidential, and trade secret information of AMA, the unauthorized disclosure of which is prohibited under Section 9.4 of the Employment Agreement and the AMA Acceptable Use and Confidentiality Policy.
2.  Chain of custody log for Aldrich's AMA-issued laptop (Bates Nos. AMA-ALD-000468 through AMA-ALD-000472), documenting the handling and secure storage of the device from the date of Aldrich's termination through the completion of the forensic analysis.
3.  Forensic screenshots and exports of the relevant files and email transmissions identified in the forensic analysis report (Bates Nos. AMA-ALD-000473 through AMA-ALD-000538), including the email messages, attachment metadata, and file-level forensic data.
REQUEST FOR PRODUCTION NO. 6
Request: All documents relating to AMA's Acceptable Use and Confidentiality Policy, including all versions of the policy, distribution records, and any employee acknowledgment forms.
Response to Request for Production No. 6:
AMA interposes no specific objections to this request beyond its General Objections incorporated herein by reference.
Subject to and without waiving its General Objections, AMA responds as follows:
AMA will produce all responsive, non-privileged documents in its possession, custody, or control. After a diligent search and reasonable inquiry, AMA has identified and is producing the following documents:
Documents Produced:
1.  AMA Acceptable Use and Confidentiality Policy, last revised March 2021 (Bates Nos. AMA-ALD-000539 through AMA-ALD-000551). This is the version of the policy that was in effect at all times relevant to this action.
2.  Prior version of the AMA Acceptable Use and Confidentiality Policy, effective January 2019 (Bates Nos. AMA-ALD-000552 through AMA-ALD-000562). This was the version of the policy in effect from January 2019 until its revision in March 2021.
3.  Aldrich's signed acknowledgment of the Acceptable Use and Confidentiality Policy, executed by Aldrich on April 12, 2021 (Bates Nos. AMA-ALD-000563 through AMA-ALD-000564). This is a duplicate of the acknowledgment form contained in Aldrich's personnel file, produced in connection with Request for Production No. 2 above.
4.  Distribution records showing that the Acceptable Use and Confidentiality Policy was distributed to all AMA employees, including through AMA's internal HR portal, new-hire onboarding materials, and email distribution (Bates Nos. AMA-ALD-000565 through AMA-ALD-000580).
No documents responsive to this request have been withheld on the basis of privilege or any other ground.
REQUEST FOR PRODUCTION NO. 7
Request: All documents relating to AMA's Code of Business Conduct, Anti-Harassment Policy, and any other written policies referenced in the definition of "Cause" in § 7.2(b) of the Employment Agreement.
Response to Request for Production No. 7:
AMA objects to this request to the extent that the phrase "any other written policies" is vague and overbroad, as it could be construed to encompass every internal policy, guideline, or procedure that AMA has ever adopted. AMA interprets this request to call for production of the specific written policies that are expressly referenced in Section 7.2(b)(vi) of the Employment Agreement, which provides that "Cause" includes "material violation of any written policy of the Company provided to Employee." AMA will produce those specific policies.
Subject to and without waiving the foregoing objections and AMA's General Objections incorporated herein by reference, AMA responds as follows:
AMA will produce responsive documents in its possession, custody, or control. After a diligent search and reasonable inquiry, AMA has identified and is producing the following documents:
Documents Produced:
1.  AMA Code of Business Conduct, revised February 2021 (Bates Nos. AMA-ALD-000581 through AMA-ALD-000612).
2.  AMA Anti-Harassment Policy, revised March 2021 (Bates Nos. AMA-ALD-000613 through AMA-ALD-000630).
3.  AMA Employee Handbook, revised March 2021 (Bates Nos. AMA-ALD-000631 through AMA-ALD-000720). The Employee Handbook contains additional policies that are referenced in or encompassed by the "Cause" definition in Section 7.2(b)(vi) of the Employment Agreement, including the policies governing use of company resources, data security, conflicts of interest, and employee conduct standards.
REQUEST FOR PRODUCTION NO. 8
Request: All documents and communications between AMA and Halcyon Creek Productions LLC, Nina Castellanos, or any agent, employee, or representative thereof.
Response to Request for Production No. 8:
AMA objects to this request to the extent it seeks documents that are not in AMA's possession, custody, or control. AMA is not in possession of communications that may exist on the systems of Halcyon Creek Productions LLC, Nina Castellanos, or any third party, and AMA has no obligation to obtain such communications from third parties in response to this request. AMA further objects to the extent this request seeks documents protected by the attorney-client privilege relating to AMA's investigation of Aldrich's conduct and communications with Halcyon Creek.
Subject to and without waiving the foregoing objections and AMA's General Objections incorporated herein by reference, AMA responds as follows:
AMA will produce documents in its possession, custody, or control that are responsive to this request. After a diligent search and reasonable inquiry, AMA has identified and is producing the following documents:
Documents Produced:
1.  AMA has identified no direct communications between AMA, as a corporate entity, and Halcyon Creek Productions LLC or Nina Castellanos, other than the unauthorized communications originating from Aldrich's AMA corporate email account (galdrich@aureliusmedia.com) sent to info@halcyoncreekprod.com, which have been produced in response to Request for Production No. 5 above.
2.  Personnel file for Nina Castellanos, former Director of Development at AMA, who was employed by AMA from approximately January 2018 through January 2022 (Bates Nos. AMA-ALD-000721 through AMA-ALD-000758). This personnel file has been produced with redactions to remove confidential compensation information and information regarding other AMA employees. All redactions are identified in the Redaction Log.
3.  Halcyon Creek Productions LLC formation documents, obtained from the California Secretary of State's office (publicly available records; produced for completeness) (Bates Nos. AMA-ALD-000759 through AMA-ALD-000764). These records reflect that Halcyon Creek Productions LLC was formed on February 14, 2022, with Nina Castellanos designated as the agent for service of process.
REQUEST FOR PRODUCTION NO. 9
Request: All documents relating to the restructuring of AMA's Unscripted Programming Division referenced in AMA's Cross-Complaint, including any plans, proposals, memoranda, presentations, or communications.
Response to Request for Production No. 9:
AMA objects to this request to the extent it seeks confidential business strategy and planning documents that are competitively sensitive and that contain proprietary information regarding AMA's operational and financial decision-making. AMA will produce such documents subject to the "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" designation under the Stipulated Protective Order. AMA further objects to the extent this request seeks documents protected by the attorney-client privilege relating to legal advice sought by AMA regarding the restructuring, including advice regarding employment law implications of the restructuring plan.
Subject to and without waiving the foregoing objections and AMA's General Objections incorporated herein by reference, AMA responds as follows:
AMA will produce responsive, non-privileged documents in its possession, custody, or control. After a diligent search and reasonable inquiry, AMA has identified and is producing the following documents:
Documents Produced:
1.  Internal strategy memorandum from Jonathan Mercer, President of AMA, to AGMG senior leadership regarding the restructuring of the Unscripted Programming Division, dated September 2022 (Bates Nos. AMA-ALD-000765 through AMA-ALD-000784). This document is designated HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY under the Stipulated Protective Order.
2.  Budget and headcount analysis prepared by AMA's Finance Department in support of the restructuring proposal (Bates Nos. AMA-ALD-000785 through AMA-ALD-000812). This document is designated HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY under the Stipulated Protective Order.
3.  Email chain between Jonathan Mercer and Gavin Aldrich regarding the restructuring directive (previously produced in response to Request for Production No. 3 above; cross-referenced herein).
AMA notes for the record that the restructuring directive at issue was issued in the ordinary course of AMA's business operations. The restructuring was a cost-efficiency measure necessitated by declining advertising revenues experienced by AMA and its parent, AGMG, during the third quarter of 2022. The restructuring was not, as Aldrich has alleged in his Complaint, an effort to misclassify employees, reduce overtime costs through improper means, or otherwise engage in unlawful employment practices. The restructuring directive was a legitimate business decision communicated through the ordinary chain of command, and Aldrich's refusal to implement the directive constituted insubordination.
REQUEST FOR PRODUCTION NO. 10
Request: All documents relating to Plaintiff's compensation, including base salary, bonus, equity awards, and any other forms of compensation, for each year of Plaintiff's employment.
Response to Request for Production No. 10:
AMA interposes no specific objections to this request beyond its General Objections incorporated herein by reference. AMA notes that the substantial majority of documents responsive to this request are included in the personnel file produced in response to Request for Production No. 2 above.
Subject to and without waiving its General Objections, AMA responds as follows:
AMA will produce additional compensation-related documents not already included in the personnel file production. After a diligent search and reasonable inquiry, AMA has identified and is producing the following additional documents:
Documents Produced:
1.  Compensation records previously produced in response to Request for Production No. 2 (cross-referenced herein; Bates Nos. AMA-ALD-000049 through AMA-ALD-000287, as relevant).
2.  RSU grant agreement, including the complete vesting schedule reflecting 42,500 total AGMG restricted stock units, the vesting commencement date, applicable vesting milestones, and records showing an unvested balance of 15,300 RSUs as of the date of Aldrich's termination on October 14, 2022 (Bates Nos. AMA-ALD-000813 through AMA-ALD-000832).
3.  Bonus award letters for fiscal years 2018, 2019, 2020, and 2021, reflecting annual bonus determinations (Bates Nos. AMA-ALD-000833 through AMA-ALD-000852). The fiscal year 2021 bonus award letter reflects a bonus payment of $225,000.
4.  IRS Form W-2 (Wage and Tax Statement) forms issued to Aldrich for tax years 2018 through 2022 (Bates Nos. AMA-ALD-000853 through AMA-ALD-000862).
5.  Payroll records reflecting Aldrich's base salary of $485,000 per year at the time of his termination, together with pay period and year-to-date compensation detail (Bates Nos. AMA-ALD-000863 through AMA-ALD-000878).
REQUEST FOR PRODUCTION NO. 11
Request: All documents relating to the "for cause" provisions of any employment agreement between AMA and any executive at the Senior Vice President level or above, for the purpose of demonstrating AMA's pattern and practice in applying "for cause" termination provisions.
Response to Request for Production No. 11:
AMA objects to this request on multiple grounds. First, the request is overbroad and unduly burdensome, as it seeks production of the employment agreements and related documents of every executive at the Senior Vice President level or above at AMA, without any temporal limitation and without regard to whether such executives were terminated "for cause" or at all. Second, the request seeks confidential employment information of third-party employees who are not parties to this action and who have significant privacy interests in the terms of their employment agreements. Third, the request is not relevant to the claims or defenses in this action. Whether Aldrich's termination was "for cause" is determined by the specific terms of Aldrich's Employment Agreement, as applied to the specific facts of Aldrich's conduct. AMA's treatment of other executives under different employment agreements, containing potentially different "Cause" definitions, and under different factual circumstances, has no bearing on whether Aldrich's conduct constitutes "Cause" under the provisions of his Employment Agreement. Fourth, AMA objects to the extent this request seeks documents protected by the attorney-client privilege.
Based on the foregoing objections, AMA will not produce documents responsive to this request at this time. If the Court, upon a properly noticed motion, orders production, AMA will comply with such order, subject to appropriate protective measures to safeguard the privacy interests of non-party employees.
REQUEST FOR PRODUCTION NO. 12
Request: All documents relating to any prior instance in which AMA terminated an employee "for cause" based on a violation of the Acceptable Use and Confidentiality Policy.
Response to Request for Production No. 12:
AMA interposes the same objections set forth in its response to Request for Production No. 11, which are incorporated herein by reference. In particular, the request is overbroad, unduly burdensome, and seeks confidential and private information regarding third-party employees. Additionally, the question of whether Aldrich's specific conduct constitutes "Cause" under the specific terms of his Employment Agreement is a matter of contract interpretation that does not depend on, and cannot be informed by, AMA's treatment of other employees under different circumstances. AMA further objects to the extent this request seeks attorney-client privileged communications relating to other termination decisions.
Based on the foregoing objections, AMA will not produce documents responsive to this request at this time. If the Court, upon a properly noticed motion, orders production, AMA will comply with such order, subject to appropriate protective measures to safeguard the privacy interests of non-party employees.
REQUEST FOR PRODUCTION NO. 13
Request: All documents relating to any expense reimbursement requests submitted by Plaintiff during FY 2022, including the requests themselves, any approvals or denials, and any payments.
Response to Request for Production No. 13:
AMA interposes no specific objections to this request beyond its General Objections incorporated herein by reference.
Subject to and without waiving its General Objections, AMA responds as follows:
AMA will produce all responsive, non-privileged documents in its possession, custody, or control. After a diligent search and reasonable inquiry, AMA has identified and is producing the following documents:
Documents Produced:
1.  Expense reimbursement submissions by Aldrich for fiscal year 2022, including the expense reports themselves, supporting receipts, and accompanying documentation (Bates Nos. AMA-ALD-000879 through AMA-ALD-000952).
2.  AMA accounts payable records reflecting the status (approved, denied, pending, or paid) of each of Aldrich's expense reimbursement requests during fiscal year 2022 (Bates Nos. AMA-ALD-000953 through AMA-ALD-000968).
AMA notes that Aldrich has claimed $28,400 in allegedly unreimbursed business expenses. AMA's records indicate that certain of these expense claims were submitted by Aldrich but had not been processed or paid prior to Aldrich's termination on October 14, 2022. AMA is currently reviewing these outstanding claims for completeness and legitimacy, and reserves the right to supplement this response upon completion of that review.
REQUEST FOR PRODUCTION NO. 14
Request: All documents relating to AMA's severance policies, practices, or guidelines applicable to employees at the Senior Vice President level or above, including any written severance plan or policy.
Response to Request for Production No. 14:
AMA objects to this request to the extent it seeks information regarding AMA's general severance policies as applied to employees other than Aldrich. Aldrich's severance rights, if any, are governed exclusively by the terms of his Employment Agreement. Section 7.3 of the Employment Agreement provides for twenty-four (24) months of base salary as severance upon termination "without cause," plus a pro-rata bonus and an eighteen (18)-month COBRA subsidy. However, because Aldrich was terminated "for cause" under Section 7.2(b), he is not entitled to severance benefits under the terms of the Employment Agreement. AMA's general severance policies applicable to other executives are not relevant to the determination of Aldrich's contractual rights. AMA further objects on grounds of confidentiality and the privacy interests of third-party employees.
Subject to and without waiving the foregoing objections and AMA's General Objections incorporated herein by reference, AMA responds as follows:
AMA will produce the following document for completeness:
Documents Produced:
1.  AMA Executive Severance Guidelines (internal document) (Bates Nos. AMA-ALD-000969 through AMA-ALD-000982). This document is designated HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY under the Stipulated Protective Order.
AMA notes that Aldrich's Employment Agreement contains a specific severance provision that supersedes and controls over any general severance guidelines. Under Section 7.3 of the Employment Agreement, a termination "without cause" would have entitled Aldrich to twenty-four (24) months of base salary ($970,000 based on his $485,000 annual salary), a pro-rata bonus, and an eighteen (18)-month COBRA subsidy. These benefits are not payable upon a "for cause" termination.
REQUEST FOR PRODUCTION NO. 15
Request: All documents relating to the cure period referenced in § 7.2(b)(iv) of the Employment Agreement, including any notice to Plaintiff of performance deficiencies and any cure opportunity provided to Plaintiff.
Response to Request for Production No. 15:
AMA interposes no specific objections to this request beyond its General Objections incorporated herein by reference.
Subject to and without waiving its General Objections, AMA responds as follows:
AMA will produce all responsive, non-privileged documents in its possession, custody, or control. After a diligent search and reasonable inquiry, AMA has identified and is producing the following documents:
Documents Produced:
1.  Formal written warning from Jonathan Mercer to Gavin Aldrich, dated October 11, 2022 (duplicate of document previously produced in response to Request for Production Nos. 2 and 3; cross-referenced herein).
AMA acknowledges that Section 7.2(b)(iv) of the Employment Agreement provides for "a cure period of not less than fifteen (15) business days" with respect to certain categories of conduct constituting "Cause." AMA further acknowledges that Aldrich's termination on October 14, 2022 — three (3) calendar days after the October 11, 2022 written warning — did not provide the full fifteen (15) business-day cure period contemplated by subclause (iv).
However, AMA's termination of Aldrich was not based solely or primarily on subclause (iv) of Section 7.2(b). Rather, the termination was based on independent grounds under subclauses (i) and (vi) of Section 7.2(b). Subclause (i) provides that "Cause" includes a "material breach of this Agreement," including, without limitation, a material breach of the confidentiality obligations set forth in Section 9.4. Subclause (vi) provides that "Cause" includes a "material violation of any written policy of the Company provided to Employee." Neither subclause (i) nor subclause (vi) contains a cure period requirement. Aldrich's unauthorized transmission of proprietary materials — including three show format bibles and a detailed revenue model — to Halcyon Creek Productions LLC constitutes "Cause" under subclauses (i) and (vi) without regard to any cure period.
REQUEST FOR PRODUCTION NO. 16
Request: All communications between Jonathan Mercer and Gavin Aldrich during the period August 1, 2022 through October 14, 2022.
Response to Request for Production No. 16:
AMA objects to this request to the extent it seeks communications that are not relevant to the claims or defenses asserted in this action, including routine administrative, scheduling, and social communications that do not bear on the operative facts. AMA will produce communications relevant to the operative facts of this action, including communications regarding the restructuring of the Unscripted Programming Division, the termination decision, and related matters.
Subject to and without waiving the foregoing objections and AMA's General Objections incorporated herein by reference, AMA responds as follows:
AMA will produce responsive, non-privileged communications. After a diligent search and reasonable inquiry, AMA has identified and is producing the following documents:
Documents Produced:
1.  Email correspondence between Jonathan Mercer and Gavin Aldrich during the period August 1, 2022 through October 14, 2022 (Bates Nos. AMA-ALD-000983 through AMA-ALD-001187). This production includes, among other communications:
(a) Routine business correspondence regarding show production schedules, divisional meetings, and operational matters throughout the relevant period.
(b) The October 10, 2022 email chain regarding the restructuring directive (duplicates of documents previously produced in response to Request for Production No. 3; cross-referenced herein).
(c) The October 11, 2022 formal written warning (duplicate of document previously produced; cross-referenced herein).
2.  Certain emails within this production have been redacted to remove references to attorney-client privileged communications. All such redactions are identified in the Redaction Log produced concurrently herewith.
REQUEST FOR PRODUCTION NO. 17
Request: All communications between Dwayne Prescott and Gavin Aldrich during the period January 1, 2022 through October 14, 2022.
Response to Request for Production No. 17:
AMA objects to this request to the extent it is overbroad, as it encompasses more than nine (9) months of communications between two AMA employees who worked closely together in the ordinary course of business. AMA will produce communications that are relevant to the claims and cross-claims asserted in this action, rather than every routine operational communication exchanged during the specified period.
Subject to and without waiving the foregoing objections and AMA's General Objections incorporated herein by reference, AMA responds as follows:
AMA will produce responsive communications relevant to the operative facts. After a diligent search and reasonable inquiry, AMA has identified and is producing the following documents:
Documents Produced:
1.  Email correspondence between Dwayne Prescott and Gavin Aldrich for the period January 1, 2022 through October 14, 2022, limited to communications relevant to the claims and cross-claims in this action, including communications regarding show development, Unscripted Programming Division operations, any Halcyon Creek-related matters, and the restructuring (Bates Nos. AMA-ALD-001188 through AMA-ALD-001412).
AMA notes for context that Dwayne Prescott, Vice President of Unscripted Programming, was Aldrich's direct report. Prescott reported to Aldrich from approximately July 2020 until Aldrich's termination on October 14, 2022.
REQUEST FOR PRODUCTION NO. 18
Request: All documents relating to AMA's investigation of whether Halcyon Creek Productions LLC used, exploited, or developed any programming or content based on materials transmitted by Plaintiff.
Response to Request for Production No. 18:
AMA objects to this request in its entirety on the grounds that all documents responsive to this request are protected from disclosure by the attorney-client privilege and/or the attorney work product doctrine. AMA's investigation of the activities of Halcyon Creek Productions LLC, and whether Halcyon Creek used, exploited, or developed programming or content based on proprietary AMA materials transmitted by Aldrich, was conducted at the direction of and under the supervision of AMA's counsel, Calderwood & Harkness LLP, in anticipation of litigation. The investigation was initiated after AMA's counsel determined that the DLP audit findings and forensic evidence warranted an assessment of potential claims against Halcyon Creek and related parties. All documents generated in connection with the investigation — including investigative memoranda, factual analyses, witness interview summaries, and attorney communications — reflect counsel's mental impressions, conclusions, legal theories, and litigation strategy, and constitute protected work product. Communications between AMA personnel and counsel regarding the investigation are also protected by the attorney-client privilege.
AMA further notes that this investigation is ongoing and has not been concluded.
Based on the foregoing objections, AMA will not produce any documents responsive to this request. All responsive documents are identified on the Privilege Log attached hereto as Exhibit A, Entries 15 through 22.
REQUEST FOR PRODUCTION NO. 19
Request: All documents relating to the three show format bibles referenced in AMA's Cross-Complaint ("Apex Endurance," "The Remix," and "Untamed West"), including development files, cost records, pitch materials, and buyer correspondence.
Response to Request for Production No. 19:
AMA objects to this request to the extent it seeks competitively sensitive, proprietary trade secret information, including show development materials, creative assets, production cost data, and buyer relationship information. AMA will produce responsive documents subject to the "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" designation under the Stipulated Protective Order, and access to such documents shall be limited to outside counsel and designated experts as provided in the Protective Order.
Subject to and without waiving the foregoing objections and AMA's General Objections incorporated herein by reference, AMA responds as follows:
AMA will produce responsive documents in its possession, custody, or control. After a diligent search and reasonable inquiry, AMA has identified and is producing the following documents:
Documents Produced (designated HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY):
1.  Show format bible for "Apex Endurance" (a ten-episode outdoor adventure competition series; total development costs of approximately $120,000) (Bates Nos. AMA-ALD-001413 through AMA-ALD-001478).
2.  Show format bible for "The Remix" (a music-driven talent competition format; total development costs of approximately $85,000) (Bates Nos. AMA-ALD-001479 through AMA-ALD-001534).
3.  Show format bible for "Untamed West" (a docu-series format; total development costs of approximately $95,000) (Bates Nos. AMA-ALD-001535 through AMA-ALD-001592).
4.  Development cost records for each of the three show concepts, including personnel costs, production expenses, research costs, and third-party vendor invoices (Bates Nos. AMA-ALD-001593 through AMA-ALD-001628).
5.  Pitch deck materials and sizzle reel production records for the three show concepts (Bates Nos. AMA-ALD-001629 through AMA-ALD-001672).
6.  Buyer correspondence relating to "Apex Endurance" (reflecting preliminary discussions with two major streaming platforms, as of October 2022) and "Untamed West" (reflecting pitch meetings with cable networks) (Bates Nos. AMA-ALD-001673 through AMA-ALD-001715). These documents have been redacted to remove the identities of buyers and specific deal terms, consistent with the HIGHLY CONFIDENTIAL designation and AMA's interest in protecting its ongoing business relationships. AMA will provide unredacted versions to outside counsel upon execution of the Protective Order's Authorized Representative certification.
REQUEST FOR PRODUCTION NO. 20
Request: All documents relating to the "Summit Challenge" franchise, including revenue data, financial models, production budgets, and licensing agreements.
Response to Request for Production No. 20:
AMA objects to this request on the grounds that it is overbroad to the extent it seeks "all documents" relating to the Summit Challenge franchise, which has been in production for five (5) seasons and has generated extensive financial, operational, creative, and contractual records. A full production of all documents relating to the franchise would be disproportionate to the needs of this case. AMA further objects that the request seeks highly confidential trade secret information, including per-episode production costs, network license fees, international distribution revenues, advertising CPM rates, and talent compensation structures, the disclosure of which could cause significant competitive harm to AMA. Production of responsive documents will be made subject to the "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" designation under the Stipulated Protective Order.
Subject to and without waiving the foregoing objections and AMA's General Objections incorporated herein by reference, AMA responds as follows:
AMA will produce a representative selection of responsive documents sufficient to demonstrate the proprietary value and trade secret nature of the financial information that Aldrich transmitted without authorization to Halcyon Creek Productions LLC. After a diligent search and reasonable inquiry, AMA has identified and is producing the following documents:
Documents Produced (designated HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY):
1.  Summit Challenge revenue model — the specific document that Aldrich transmitted to Halcyon Creek Productions LLC — consisting of a detailed, line-item financial projection showing approximately $42 million in annual revenue across all revenue streams, including domestic licensing, international distribution, digital exploitation, sponsorship, and ancillary revenue (Bates Nos. AMA-ALD-001716 through AMA-ALD-001748).
2.  Summary financial data for Summit Challenge seasons 1 through 5, including aggregate revenue, production costs, and profitability metrics (Bates Nos. AMA-ALD-001749 through AMA-ALD-001790).
AMA reserves the right to withhold detailed licensing agreements and talent compensation structures unless and until the Court orders their production upon a showing of good cause. These documents contain highly confidential information regarding AMA's contractual relationships with third-party networks, distributors, and talent, and their production at this stage is not warranted by the claims or defenses at issue.
REQUEST FOR PRODUCTION NO. 21
Request: All documents relating to Plaintiff's employment history with any entity prior to joining AMA.
Response to Request for Production No. 21:
AMA objects to this request on the grounds that Aldrich's pre-AMA employment history is within Aldrich's own knowledge and possession, and any documents reflecting such history are equally or more accessible to Aldrich than they are to AMA. AMA further objects that documents concerning Aldrich's employment with prior employers are not relevant to the claims or defenses asserted in this action.
Subject to and without waiving the foregoing objections and AMA's General Objections incorporated herein by reference, AMA responds as follows:
AMA will produce any pre-AMA employment history documents that are contained in Aldrich's personnel file and are within AMA's possession, custody, or control. After a diligent search and reasonable inquiry, AMA has identified and is producing the following documents:
Documents Produced:
1.  Resume/curriculum vitae submitted by Aldrich at the time of his hire in September 2017 (Bates Nos. AMA-ALD-001791 through AMA-ALD-001794).
2.  Reference check notes from AMA's pre-hire reference check process (Bates Nos. AMA-ALD-001795 through AMA-ALD-001800).
AMA is not in possession of any other documents relating to Aldrich's pre-AMA employment history. Any such documents would be in the possession of Aldrich or his prior employers.
REQUEST FOR PRODUCTION NO. 22
Request: All documents relating to AMA's D&O insurance policies and/or employment practices liability insurance policies that may provide coverage for the claims asserted by Plaintiff.
Response to Request for Production No. 22:
AMA objects to this request to the extent it seeks information protected by the attorney-client privilege regarding AMA's analysis of insurance coverage and related legal strategy. AMA further objects to the extent the request seeks information beyond the policy identification information required to be disclosed under California Code of Civil Procedure section 2017.210.
Subject to and without waiving the foregoing objections and AMA's General Objections incorporated herein by reference, AMA responds as follows:
AMA will identify its relevant insurance policies and produce the applicable declarations pages, as required by California Code of Civil Procedure section 2017.210.
Documents Produced / Information Provided:
1.  Directors & Officers Liability Insurance ("D&O") Policy: Issued by Redcliffe Specialty Insurance Ltd., Policy No. RSI-DO-2022-04419, providing $10,000,000 in primary coverage. Excess coverage is provided by Ashford Re Ltd., Policy No. ARL-EX-2022-01102, providing $25,000,000 in excess tower coverage.
2.  Employment Practices Liability Insurance ("EPL") Policy: Issued by Pemberton Mutual Assurance Co., Policy No. PMA-EPL-2022-00837, with a $5,000,000 self-insured retention (SIR) and a $15,000,000 aggregate limit.
AMA notes that Pemberton Mutual Assurance Co. has denied coverage for the Aldrich executive dispute on the grounds that (a) AMA's affirmative cross-claims constitute affirmative litigation outside the scope of the policy's coverage grant; and (b) the Insured v. Insured Exclusion (Section IV.C of the policy) applies to bar coverage for claims between AMA and its former executive. The D&O policy has been noticed on a precautionary basis.
3.  Policy declarations pages for both the D&O and EPL policies (Bates Nos. AMA-ALD-001801 through AMA-ALD-001824).
REQUEST FOR PRODUCTION NO. 23
Request: All documents reflecting or relating to any communications between AMA and any insurance carrier regarding Plaintiff's claims or AMA's cross-claims.
Response to Request for Production No. 23:
AMA objects to this request to the extent it seeks documents protected by the attorney-client privilege and/or the attorney work product doctrine, including communications between AMA's counsel (both in-house and outside) and insurance carriers regarding coverage strategy, legal analysis, and litigation planning. AMA further objects to the extent the request seeks communications between AMA's insurance broker and AMA's counsel that are protected by the attorney-client privilege.
Subject to and without waiving the foregoing objections and AMA's General Objections incorporated herein by reference, AMA responds as follows:
AMA will produce non-privileged correspondence between AMA and its insurance carriers. After a diligent search and reasonable inquiry, AMA has identified and is producing the following documents:
Documents Produced:
1.  Tender letter from AMA to Pemberton Mutual Assurance Co., dated November 8, 2022, tendering the Aldrich dispute for coverage under the EPL policy (Bates Nos. AMA-ALD-001825 through AMA-ALD-001836).
2.  Precautionary notice letter from AMA to Redcliffe Specialty Insurance Ltd., dated November 8, 2022, providing notice of the Aldrich dispute under the D&O policy (Bates Nos. AMA-ALD-001837 through AMA-ALD-001852).
3.  Reservation of rights letter from Pemberton Mutua