Wadeea v. Mercedes-Benz USA, LLC

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF CALIFORNIA
MASHID WADEEA, Individually and on
Behalf of All Others Similarly Situated,
Plaintiff,
v.
MERCEDES-BENZ USA, LLC, a
Delaware Corporation,
Defendant.
Case No.: 24-cv-1587-JLS-DDL
ORDER GRANTING IN PART AND
DENYING IN PART PLAINTIFF’S
MOTION TO COMPEL RESPONSES
TO REQUEST FOR PRODUCTION
NOS. 42, 55 AND 56
[Dkt. No. 117]
Plaintiff moves to compel Defendant Mercedez-Benz USA, LLC (“Defendant”) to
produce documents responsive to three requests for production. The primary issue is
whether Defendant must produce repair orders from various Mercedes-Benz dealerships
pursuant to Request for Production (“RFP”) No. 42. Dkt. No. 117. Plaintiff argues that
Defendant is obligated to produce the repair orders because it has legal control over them
according to the terms of its Dealership Agreements. Id. Defendant opposes the motion,
arguing that it lacks the authority to obtain repair orders from dealerships upon demand
and further asserting that the request seeks irrelevant information and is disproportionately
burdensome. Dkt. No. 125. For the reasons discussed below, the Court concludes that
Defendant has legal control over the repair orders and is obligated to produce a subset of
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orders from California Mercedes-Benz dealerships that is proportionate to the needs of the
case. Accordingly, the Court GRANTS IN PART the motion. 1
I.
BACKGROUND
A. 	The Underlying Action
Plaintiff brings this action against Defendant on behalf of persons who purchased
Mercedes-Benz S-Class vehicles of model years 2021 through 2024 (the “Class Vehicles”)
in California. Dkt. No. 140 ¶ 1 (Amended Complaint). The Class Vehicles allegedly “all
suffer from a similar defect, i.e., the Wheel Configuration Defect,” which causes premature
tire failure and frequent tire blowouts. Id. ¶¶ 27, 46-55. Plaintiff asserts that Defendant had
knowledge of this defect and failed to take corrective action. Id. ¶¶ 6, 74-80. Plaintiff brings
claims for: (1) violations of California’s Song-Beverly Consumer Warranty Act;
(2) violations of California’s Unfair Competition Law; (3) breach of express warranty;
(4) breach of implied warranty; (5) unjust enrichment; and (6) fraudulent concealment. Id.
¶¶ 128-222.
B. 	The Discovery Dispute
RFP No. 42 seeks “[d]ocuments evidencing any and all complaints (formal or
informal) made by purchasers and or/lessees of YOUR Class Vehicles’ wheels or tires and
responses thereto.” Dkt. No. 117-2 at 2. As discussed at multiple hearings, Plaintiff seeks
repair orders for 21-inch tires on the Class Vehicles from the Class period, which are
undisputedly in the possession and custody of Defendant’s affiliate Merecedes-Benz
Dealerships (“Dealers”), nonparties. Dkt. No. 117 at 3.
1 	Plaintiff also moves to compel responses to RFP Nos. 55, and 56. At the Motion
Hearing on September 18, 2025, Plaintiff withdrew the motion as to RFP No. 55. Dkt. No.
147 at 58. Additionally, neither RFP No. 55 nor RFP No. 56 were raised as discovery
disputes in accordance with the undersigned’s Chambers Rules, which require parties to
meet and confer and request a discovery conference prior to filing a motion to compel. See
Dkt. No. 107 at 2 (authorizing motion to compel as to RFP No. 42 only). Accordingly,
Plaintiff’s motion is denied as to RFP Nos. 55 and 56.
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Plaintiff asserts that Defendant is obligated to produce the repair orders because they
are within Defendant’s control pursuant to the Dealer Agreements between Defendant and
third-party Mercedes-Benz Dealers.2 Id. at 4. Plaintiff relies on several Dealer Agreement
provisions, particularly one that gives Defendant the right to
Id. at 6; Dkt. No. 169-3 at 29-30. Additionally,
Plaintiff argues that the requests are relevant and proportional to the needs of the case, as
the repair orders may weigh on Defendant’s willfulness and awareness of the alleged tire
defects. Dkt. No. 117 at 9-10. Further, Plaintiff asserts that Defendant has not established
that producing the documents would create an undue burden. Id. at 8.
Defendant argues it lacks legal control over repair orders in the possession of third-
party Dealers because the Dealer Agreements do not require Dealers to furnish repair
orders to Defendant upon request. Dkt. No. 125 at 9. Defendant relies in part on the
declaration of Andrew Braun, the Manager of Dealer Network Operations at MBUSA,
stating that “Dealers can and do refuse to provide repair orders to MBUSA.” Dkt. No. 125-
1 at 4. Finally, Defendant argues that the repair orders are irrelevant because they are not
capable of establishing MBUSA’s willfulness or awareness with respect to any tire defects
in the Class Vehicles. Id. at 13.
II.
LEGAL STANDARDS
Federal Rule of Civil Procedure 26 provides that “parties may obtain discovery
regarding any nonprivileged matter that is relevant to any party’s claim or defense and
proportional to the needs of the case, considering the importance of the issues at stake in
the action, the amount in controversy, the parties’ relative access to relevant information,
2 	Plaintiff’s motion includes the Dealer Agreement between Defendant and third-party
Mercedes-Benz of El Cajon (Dkt. No. 169-3), and Defendant does not dispute that its
Dealer Agreements with other Mercedes-Benz dealers contain the provisions governing
Defendant’s ability to inspect records maintained by the dealers.
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the parties’ resources, the importance of the discovery in resolving the issues, and whether
the burden or expense of the proposed discovery outweighs its likely benefit.” Fed. R. Civ.
P. 26(b). “A party may serve on any other party a request within the scope of Rule 26(b)
to produce…[documents] in the responding party’s possession, custody, or control.” Fed.
R. Civ. P. 34(a). Accordingly, when requested documents are in the possession and custody
of a third party, a responding party nevertheless has an obligation to produce the documents
if they are in the responding party’s control.
“Control is defined as the legal right to obtain documents upon demand.” U.S. v.
Int’l Union of Petroleum & Indus. Workers, AFL-CIO, 870 F.2d 1450, 1452 (9th Cir. 1989)
(“Int’l Union”). Control is based solely on legal control, not “the party’s practical ability
to obtain the requested documents.” In re Citric Acid Litigation, 191 F.3d 1090, 1107 (9th
Cir. 1999) (“Citric Acid”). “The party seeking production of the documents…bears the
burden of proving that the opposing party has such control.” Int’l Union, 870 F.2d at 1452.
“Control must be firmly placed in reality.” Id. Accordingly, in assessing whether
control exists, courts consider the enforceable rights and obligations between parties that
are created by statutes and contracts. See id. at 1454 (finding international union lacked
legal control over documents in possession of local unions where international union
lacked legal right to obtain documents on demand by virtue of federal statutes, the union’s
constitution, or any “inherent relationship” between the international union and local
unions); Citric Acid, 191 F.3d at 1108 (finding that a responding party lacked control over
documents in third party’s possession where the third party could “legally–and without
breaching any contract–continue to refuse to turn over such documents”); Henderson v.
United Student Aid Funds, Inc., No. 13CV1845-JLS BLM, 2015 WL 4742346, at *5 (S.D.
Cal. July 28, 2015) (“if a contract between two separate entities expressly gives one entity
the right to obtain the records from the other entity upon demand, then the first entity has
control” over the records).
/ / /
/ / /
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III.
DISCUSSION
The Court finds that Defendant has legal control over the repair orders because it
has the right to obtain the documents on demand under its Dealer Agreements.
A. 	Dealer Agreement
Defendant has agreements with independently owned third-party Dealers. See Dkt.
No. 170-1 at 2. Generally, these agreements give Dealers the right to buy and resell
Defendant’s Passenger Car Products, and in turn, they give Defendant various rights to
ensure that Dealers meet quality standards. Id.
As noted above, Plaintiff’s motion includes the Dealer Agreement between
Defendant and Mercedes-Benz of El Cajon (Dealer Agreement), which the Court
understands is representative of Defendant’s agreements with other Mercedes-Benz
dealers. The Dealer Agreement is a binding contract; both Defendant and the Dealership
“agree to be bound by and comply with all of its terms and conditions.” Dkt. No. 169-3 at
10.
Most relevant to the issue of legal control is
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B. 	MBUSA’s Control of Repair Orders
Applying the Ninth Circuit’s “legal control” test, the Dealer Agreement provisions
set forth above provide Defendant the legal right to obtain repair orders from the Dealer
upon request.
Repair orders
contain information about repair services rendered by the Dealer. See Dkt. No. 170 at 10.
As such, repair orders are records related to the repair of Defendant’s vehicles,
Because
Defendant has a contractual right to obtain repair orders from the Dealer upon request, the
repair orders are in Defendant’s legal control. Citric Acid, 191 F.3d at 1108.
further supporting that Defendant has the right to obtain Dealer
repair orders upon demand.
In applying the Ninth Circuit’s well-established test for legal control, courts have
found that contractual language like that of 	is a sufficient basis
for legal control. In Lofty v. Verizon Wireless (Vaw) LLC, 13-cv-5665YGR(JSC), 2014 WL
10965261 (N.D. Cal. Nov. 25, 2014), Verizon’s vendor contracts gave it “the right, at all
times, to examine and audit records, to include, but not limited to, copies of” certain records
in the vendors’ possession. Id. at *1. The court found that this language,
, gave Verizon the “legal right to obtain the
vendors’ documents upon demand…fall[ing] squarely within the Citric Acid framework
for control.” Id. at *2.
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Likewise, in Doe v. AT&T Western Disability Benefits Program, No. C-11-4603-
DMR, 2012 WL 1669882 (N.D. Cal. May 14, 2012), the defendant was found to have legal
control over documents possessed by a third-party, a claims management company, based
on the contract between them. The defendant had contractual authority “to conduct full and
comprehensive inspections or audits” of the third-party for a wide range of subjects,
obligating the third-party to “make available all pertinent records, data, information, and
files” to the defendant upon request. Id. at *3. The court held that the defendant had legal
control over any documents or data related to the subject areas that could be audited. Id. at
*4.
similarly creates a right to
obtain repair order information.
Defendant’s arguments to the contrary are unpersuasive. First, Defendant argues that
Plaintiff “does not and cannot point to any provision in the Agreement that requires [the
Dealer] to provide repair orders to MBUSA on demand.” Dkt. No. 170 at 9. According to
Defendant, “Dealers can and do refuse to provide repair orders to MBUSA.” Id. Moreover,
even though
, Defendant’s Manager of Dealer Network Operations declares
Dkt. No.
170-1 at 4.
Defendant’s argument cannot be squared with the Dealer Agreement’s plain
language. 	create both a right in Defendant to examine repair-
related documents on demand and a duty owed by Dealers to provide documents when
reasonably required. Further, Defendant’s arguments regarding its dealings “in practice”
with Dealers and its past inability to obtain repair orders from Dealers are insubstantial
given that the Ninth Circuit has expressly rejected a formulation of legal control based on
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the party’s practical ability to obtain documents on demand. Citric Acid, 191 F.3d at 1107
(“we conclude … that the legal control test is the proper standard under Rule 45”).
Second, Defendant argues for a narrow construction of
such that these provisions do not encompass repair orders. Defendant asserts it only has
the right to “certain data found within the repair order…not to the repair orders
themselves,” and that the right to examine and audit records exists only for “quality control
purposes.” Dkt. No. 170 at 7-8. This construction is unconvincing. First, even if the phrase
, excludes repair orders,
are listed merely as examples, not an exclusive list of what may be
covered by the provision. Second, as demonstrated by both Doe v. AT&T Western
Disability Benefits Program and Lofty v. Verizon Wireless (Vaw) LLC, the right to obtain
documents for auditing purposes can establish legal control. In this case, as in those, the
auditing and examination power given by the Dealer Agreement grants Defendant broad
access to documents, including repair orders, on demand.
Third, Defendant asserts that “a contract between parties is not enough,” and that “to
establish legal control, there must be…a breach of contract.” Dkt. No. 170 at 9. Defendant
claims that “[a Dealer] would not be in breach if it refused to provide MBUSA with repair
orders.” Dkt. No. 170 at 9. Defendant’s contention that “a contract between the parties is
not enough” directly conflicts with clearly established Ninth Circuit law. If a contract
creates the legal right for a party to obtain documents on demand, the party has legal control
over those documents. See Citric Acid, 191 F.3d. at 1107-08. As discussed above,
of the Dealer Agreement create examination rights and reporting
obligations such that a refusal to provide repair orders upon Defendant’s reasonable request
would be a breach of the Dealer Agreement. That Dealers have refused to share repair
orders in the past does not make refusal less of a breach. Moreover, Defendant’s assertion
that “[t]o establish legal control, there must be an ownership interest, a fiduciary duty, or a
breach of contract,” incorrectly quotes the cited case. Dkt. No. 170 at 9 (emphasis added).
See MGI Digit. Tech. S.A. v. Duplo U.S.A., 2023 WL 6814842, at *4 (C.D. Cal. Aug. 24,
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2023) (“Legal right suggests an ownership interest, a binding contract, a fiduciary duty, or
some other legally enforceable arrangement.”) (emphasis added).
Finally, Defendant’s reliance on In re NCAA Student-Athlete Name & Likeness
Litigation, No. 09-CV-01967 CW NC, 2012 WL 161240 (N.D. Cal. Jan. 17, 2012), is
misplaced. In that case, plaintiffs sought to compel the NCAA to produce documents
possessed by its member institutions, including template likeness release/consent forms,
television and licensing contracts, copyright policies, and broadcasting manuals. Id. at 2.
The plaintiffs based their argument on a provision of the NCAA member bylaws requiring
members to “maintain written policies for licensing and other commercial agreements” that
“shall be made available for examination on request by the NCAA.” Id. at *3. The court
concluded this provision fell short of creating a “legal right to acquire the documents
sought.” Id. “[T]hat the NCAA can take enforcement action against member institutions
that violate NCAA rules does not mean that the NCAA has the power to compel members
to produce the documents sought.” Id.
The provisions of Defendant’s Dealer Agreement are distinguishable in two
significant ways. First, while In re NCAA concerned provisions of organizational bylaws,
Defendant’s legal control is based on terms of a contractual agreement. Where the NCAA
can take internal enforcement action when a member violates the bylaws, Defendant has a
legal right to enforce the terms of its contracts with Dealers. Second, whereas the
documents sought in In re NCAA were questionably beyond the scope of the bylaw
provision, repair orders fall clearly within the scope of the relevant provisions of the Dealer
Agreement. The plaintiffs in In re NCAA did not show that “written policies for licensing
and other commercial agreements,” which the NCAA had a right to examine, included the
broad range of documents they sought. In contrast, repair orders unquestionably qualify as
records relating to the service and repair of Defendant’s vehicles under
, meaning that
Defendant has a right to obtain them upon request.
/ / /
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C. 	Relevance and Proportionality
Rule 26 requires discovery to be “relevant to any party’s claim or defense and
proportional to the needs of the case.” Fed. R. Civ. P. 26(b). “The party who resists
discovery has the burden to show discovery should not be allowed, and has the burden of
clarifying, explaining, and supporting its objections.” Duran v. Cisco Systems, Inc., 258
F.R.D. 375, 379 (C.D. Cal. 2009).
Repair orders are relevant to Plaintiff’s claims. Plaintiff’s Amended Complaint,
alleges that “all [Class Vehicles] suffer from a similar defect” relating to their wheels and
tire, causing tire blowouts, and that Defendant had knowledge of the defect. Dkt. No. 140
at ¶¶27, 46-55, 74-80. Repair orders, which document the Dealers’ service and repair of
tires on Defendant’s vehicles, have a clear relation to the alleged defect and Defendant’s
knowledge thereof.
As to proportionality, the Court will provide the parties a final opportunity to meet
and confer regarding the appropriate scope of repair orders that Defendant will produce:
By not later than December 8, 2025, the parties must meet and confer regarding the
number of dealers from which Defendant will obtain repair orders and the identity of those
dealers.
By not later than December 10, 2025, the parties must file a joint status report not
to exceed three pages describing their meet and confer efforts. If the parties have not
reached an agreement, the joint status report must include each party’s proposal for the
scope of repair order discovery, including the number of dealers from which repair orders
should be obtained and how these dealers should be selected.
The Court will address the parties’ proposal(s) for the scope of repair order discovery
on December 11, 2025, at 2:00 p.m.
D. 	Redactions to this Order
This Order references provisions of the Dealer Agreements as to which the Court
has found good cause to file under seal. See Dkt. No. 168. Accordingly, this unredacted
Order shall be filed under seal. A redacted version of this Order will be publicly filed. By
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not later than December 10, 2025, Defendant shall publicly file a “notice of proposed
redactions” identifying by page and line number its proposed redactions to this Order
consistent with Dkt. No. 168.
IV.
CONCLUSION
For the reasons discussed above, the Court GRANTS IN PART and DENIES IN
PART Plaintiff’s Motion to Compel.
Dated: December 3, 2025
Hon. David D. Leshner
United States Magistrate Judge
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