UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

CASE NO. 22-CV-81913-AMC

OASIS CAPITAL, LLC, 

Plaintiff,

v.

NASON, YEAGER, GERSON, HARRIS &

FUMERO, P.A., and 

BRIAN S. BERNSTEIN, ESQ.

Defendants. 

__________________________________________/ 

ORDER ON MOTION TO COMPEL SECOND DEPOSITION 

AND MOTION FOR PROTECTIVE ORDER [ECF Nos. 70.71] 

At Plaintiff’s corporate representative’s deposition, counsel instructed the 

deponent not to answer certain questions based on Plaintiff’s interpretation of this 

Court’s prior rulings. In dueling motions, the parties now dispute whether the 

corporate representative should be compelled to answer those questions. I have 

reviewed the deposition transcript. ECF No. 71-2 (“Tr”). For the following reasons, 

the Motion for Protective Order is GRANTED IN PART, and the Motion to Compel 

Second Deposition is DENIED.

Percentage of Revenue from Internal Trading

Defendants’ counsel asked, “What percentage of Oasis’ net revenue does 

[buying and selling securities for its own account] account for?” Tr. at 145:1-2. The 

deponent initially said that he did not know. Tr. at 145:3. Defendants’ counsel then 

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re-asked the question and the deponent answered by saying that it did not track that 

information. Tr. at 147:2-20.

Defendants now argue that the deponent could have answered the question if 

he had been properly prepared. I reject this argument. A corporate party has a duty 

to designate and prepare a 30(b)(6) witness. To that end, it “must perform a 

reasonable inquiry for information that is reasonably available to it.” QBE Ins. Corp. 

v. Jorda Enterprises, Inc., 277 F.R.D. 676, 689 (S.D. Fla. 2012) (J. Goodman). “The 

rule implicitly requires the corporation to review all matters known or reasonably 

available to it in preparation for a Rule 30(b)(6) deposition.” Id. at 690.

The deponent did not refuse to answer the question. He explained that the 

information was not tracked. Defendants’ counsel did not ask further questions to 

determine what records the deponent had reviewed or what other records might exist 

from which the percentage could be calculated. Defendants have not shown that the 

witness was inadequately prepared.

Knowledge of the SEC Complaint

Several times, Defendants’ counsel identified a paragraph from the SEC

Complaint and asked the deponent, “Do you see that?” Tr. at 152:20-2; 153:6; 154:6 -

7; 156:5-6; 157:4. Twice, Defendants’ counsel read a portion of the SEC Complaint 

and asked, “Did I read that correctly?” Tr. at 158:12-13; 160:17-18. Each time, 

Plaintiff’s counsel instructed the deponent not to answer. That instruction was based 

on the Court’s prior ruling that any inquiry into the SEC Complaint was limited to 

the three transactions at issue in this lawsuit.

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Defendants’ questions did not run afoul of the Court’s ruling. They were 

discoverable to establish Plaintiff’s knowledge of the SEC allegations. They did not 

ask Plaintiff to admit the truth of these allegations. Plaintiff should have answered 

the questions. Nevertheless, reconvening the deposition is not the proper remedy. The 

same result can be achieved by having Plaintiff serve a sworn declaration stating that 

it is aware of the allegations in the SEC Complaint.

Other Questions

Based on an allegation in the SEC Complaint, Defendants asked the deponent 

to identify companies that Plaintiff used to conduct convertible note transactions. 

Tr. at 154:11-15. Plaintiff’s counsel objected and instructed the witness not to answer. 

The objection is sustained. The Court’s prior order limited questioning about the SEC 

Complaint only to topics that had a nexus to the three transactions at issue here. 

Defendants’ question was not tied to these transactions, so it exceeded that 

limitation.

Based on a different allegation in the SEC Complaint, Defendants asked 

whether “Mr. Peterson reside[s] in Illinois.” Tr. at 155:20-21. Plaintiff objected and 

instructed the deponent not to answer. The objection is sustained. Defendants did not 

lay a predicate that Mr. Peterson was involved in any of the three relevant 

transactions.

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WHEREFORE, it is ORDERED that:

1. The Motion for Protective Order is GRANTED IN PART. On or before 

December 22, 2023, Plaintiff shall serve a sworn declaration stating 

whether it is aware of the allegations in the SEC Complaint.

2. The Motion to Compel Second Deposition of Plaintiff’s Corporate 

Representative is DENIED.

DONE and ORDERED in Chambers at West Palm Beach, Palm Beach 

County, in the Southern District of Florida, this 13th day of December 2023.

__________________________________

BRUCE E. REINHART

UNITED STATES MAGISTRATE JUDGE

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