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WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice)

(stephen.karotkin@weil.com)

Ray C. Schrock, P.C. (pro hac vice)

(ray.schrock@weil.com)

Jessica Liou (pro hac vice)

(jessica.liou@weil.com) 

767 Fifth Avenue

New York, NY 10153-0119

Tel: 212 310 8000

Fax: 212 310 8007

KELLER & BENVENUTTI LLP

Tobias S. Keller (#151445)

(tkeller@kellerbenvenutti.com)

Jane Kim (#298192)

(jkim@kellerbenvenutti.com)

650 California Street, Suite 1900

San Francisco, CA 94108

Tel: 415 496 6723

Fax: 650 636 9251

Attorneys for Debtors and Debtors in Possession

CRAVATH, SWAINE & MOORE LLP

Paul H. Zumbro (pro hac vice)

(pzumbro@cravath.com)

Kevin J. Orsini (pro hac vice)

(korsini@cravath.com)

Omid H. Nasab (pro hac vice)

(onasab@cravath.com)

825 Eighth Avenue

New York, NY 10019

Tel: 212 474 1000

Fax: 212 474 3700

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

 In re: 

PG&E CORPORATION,

 - and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Bankruptcy Case No. 19-30088 (DM)

Chapter 11

(Lead Case) 

(Jointly Administered)

DEBTORS’ OBJECTION TO MOTION OF 

THE OFFICIAL COMMITTEE OF TORT 

CLAIMANTS TO COMPEL 

PRODUCTION OF THIRD-PARTY 

CONTRACTOR DOCUMENTS

Re: Dkt. 3205

Date: August 27, 2019

Time: 9:30 a.m. PST

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

Objection Deadline: August 13, 2019

Debtors.

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric Company 

Affects both Debtors

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM). 

Case: 19-30088 Doc# 3535 Filed: 08/13/19 Entered: 08/13/19 15:31:45 Page 1 of

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PG&E Corporation (“PG&E Corp.”) and Pacific Gas and Electric Company (the 

“Utility”), as debtors and debtors in possession (collectively, “PG&E” or the “Debtors”) submit this 

Objection to the Motion to Compel Production of Third-Party Contractor Documents filed by the 

Official Committee of Tort Claimants (the “TCC”) [Dkt. 3205] (the “Motion to Compel” or 

“Motion”). 

PRELIMINARY STATEMENT

Through the Motion, the TCC seeks to compel the production of documents that it 

either already has, are not responsive to the request that forms the basis for the Motion or the Debtors 

have already repeatedly told the TCC have not been located after a reasonable search of the Debtors’ 

files. The Motion, which appears to serve more as a vehicle for the TCC to make unfounded 

accusations of delay against the Debtors and dive into the merits of certain liability issues than the 

presentation of legitimate discovery disputes, should be denied. 

In their Ex Parte Application Pursuant to Bankruptcy Rule 2004 for Orders Authorizing 

Production of Documents, dated April 30, 2019 [Dkt. 1767] (the “Rule 2004 Application”), the TCC 

requested documents from the Debtors related to certain third party contractors who performed work 

that may be related to the 2017 North Bay Fires and the 2018 Camp Fire to evaluate “the existence of 

potential claims for relief and sources of recovery against the Debtors’ third-party contractors” which 

“may supplement the Debtors’ assets and serve as a source of payment of the fire claims”. (Rule 2004 

Application at 2.) In particular, the TCC’s Rule 2004 Application sought contracts and insurance 

policies from PG&E’s third party contractors who performed vegetation management (Rule 2004 

Application, App’x. A at 8), inspections, maintenance or repairs on distribution or transmission lines, 

(id. at 7) and/or risk assessments (id. at 8) (collectively defined in the Rule 2004 Application as “Third 

Party Contractors”). 

For the Camp Fire, the TCC also requested the following for the entire 55-mile 

Caribou-Palermo 115kV transmission line (the “Caribou-Palermo line”) from 2009 through 2019: 

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“For each Third-Party Contractor who performed work on any portion of the CaribouPalermo Line, which included Tower 22/227 [sic] from 2009 through 2019, 

separately label, by Third-Party Contractor, and produce: 

a) All agreements and contracts between the Debtor(s) and each Third-Party 

Contractor, including without limitation, any agreement or contract relating to 

indemnity, insurance, or liability. 

b) Each agreement between any Debtor and any Third-Party Contractor which 

required the inspection of the C-Hook on Tower 22/227 [sic], which the Debtors have 

identified as having failed on November 8, 2018; 

c) To the extent not set forth in the documents responsive to Request 2(a), all 

documents that describe the scope of services the Third-Party Contractor agreed to 

provide to the Debtor(s); 

d) To the extent not set forth in the documents responsive to Request 2(a) or 2(b), all 

documents that describe the work performed by the Third-Party Contractor; 

e) All documents that contain the analyses, findings, summaries, impressions, 

recommendations, and/or other work-product of each of the Third-Party Contractors, 

including without limitation any Risk Assessments. 

f) All insurance policies that may provide coverage for claims arising from the work 

of each of the Third-Party Contractors. 

g) Each writing which documents any inspection performed of Tower 22/227 [sic] at 

anytime from January 1, 2009 to and including April 24, 2019.

h) Each writing which sets forth the result of any inspection performed on Tower 

22/227 [sic] at anytime from January 1, 2009 to and including April 24, 2019.” (Rule 

2004 Application, App’x. A at 19.) 

Pursuant to the Court’s May 28, 2019 Order Following Discovery Conference Held 

May 8, 2019 [Dkt. 2255] (the “May 28 Order”), the date range for these requests was narrowed to 

documents from 2009 through November 8, 2018. (May 28 Order at ¶ 1). 

The Debtors have complied with this request and the May 28 Order. In total, the Debtors 

identified 23 contractors and produced over 18,000 pages of documents regarding these contractors. 

Debtors confirmed that their production was complete on July 30, 2019 (Orsini Decl. at Ex. A).1

 1 The TCC appears to take issue with the fact that the majority of these documents relate to Vegetation 

Management services, noting that “the Camp Fire was not caused by vegetation management failures”. 

(Mot. to Compel at 4). If that is the TCC’s position, it should not have wasted the Debtors’ time and 

resources demanding documents related to vegetation management spanning the entire 55-mile 

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The TCC’s primary complaint with respect to the Caribou-Palermo line appears to be their 

disappointment that PG&E did not produce documents related to inspections conducted by PG&E 

personnel, not by Third Party Contractors. But these documents are plainly outside the scope of the 

TCC’s requests, which cover “Third-Party Contractor[s] who performed work on any portion of the 

Caribou-Palermo Line”. (Infra § A.) The same is true with respect to documents related to general 

risk assessment work conducted by McKinsey; while it is true that work that McKinsey did for PG&E 

may have informed work done years later on the Caribou-Palermo line, McKinsey itself was not a 

“Third-Party Contractor” that performed “work on any portion of the Caribou-Palermo line”. 

(Infra § B.) A motion to compel documents that were never even requested is obviously misplaced.

The TCC’s remaining complaints, which relate to third party aviation contractors who did not 

actually perform any electrical services and therefore do not fall within the request at issue (Infra § C), 

third-party insurance policies that the Debtors have already said they do not have (Infra § D) and four 

additional categories of documents that the TCC never even requested from the Debtors (Infra § E) 

are similarly misplaced. The Debtors respectfully request that the Motion be denied.

ARGUMENT

The Debtors request that the Court deny the TCC’s Motion for the reasons that follow:

A. The Debtors Have Provided All Responsive Documents for Third Party 

Contractors Who Performed Electrical Services, Located After a Reasonable 

Search. 

The TCC’s principal complaint in its Motion to Compel is that the Debtors have not 

produced documents related to electrical inspections performed by contractors on the Caribou-Palermo 

line. (Mot. to Compel at 6-7.) That is correct. The reason the Debtors have not produced these records 

is because the relevant inspections were not conducted by contractors. They were conducted by 

internal PG&E personnel, and are thus not responsive to the TCC’s requests, which were designed to 

 

Caribou-Palermo line over a 10-year period in their Rule 2004 Application. (Rule 2004 Application, 

App’x. A, Request 25). 

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gather information about “the existence of potential claims for relief and sources of recovery against 

the Debtors’ third-party contractors” which “may supplement the Debtors’ assets and serve as a 

source of payment of the fire claims”. (Mot. to Compel at 2.)2 The Debtors confirmed with the TCC 

both orally and in writing that electrical inspections were performed internally by PG&E. (Kleber 

Decl., Ex. I. [Dkt. 3222]). The TCC has wasted the time of both the Court and the Debtors by filing 

a motion to compel documents that are not even within the scope of their own document requests. 

Since it filed the Motion, the TCC has provided the Debtors with a separate request for documents 

concerning these PG&E inspections, and PG&E has agreed to produce those documents, yet the TCC 

has not withdrawn the Motion. For these reasons, the primary focus of the Motion to Compel was 

misplaced in the first instance and is now moot. 

Similarly, the TCC’s assertion that Debtors are withholding responsive documents 

concerning Third Party Contractors who performed construction, design or consulting services on the 

Caribou-Palermo line is incorrect. To the extent PG&E could locate any such records, it has produced 

them. In most cases, PG&E did not locate responsive documents containing the contractors’

“analyses, findings, summaries, impressions, recommendations, and/or other work products”. (Rule 

2004 Application, App’x. A at 24.) This is because typically there are no “analyses”, “findings” or 

other work product generated by contractors who perform these types of services that PG&E would 

retain. The Debtors have provided what they have been able to locate, a fact that was shared with the 

TCC before this Motion was filed. 

The TCC’s citation to a Wall Street Journal article as purported evidence of responsive 

documents PG&E has not produced is misplaced. (Mot. to Compel. at 6.) The “outside consultant” 

referred to in the Wall Street Journal article is Quanta Services Inc. PG&E produced responsive 

contracts and records relating to Quanta’s work to the TCC on July 12, 2019. And, while the TCC 

cites “documents PG&E provided to the U.S. Forest Service”, any relevant documents were prepared 

 2 It is true that after the November 8, 2018 Camp Fire, PG&E began employing contractors to carry 

out enhanced inspections as part of its Community Wildfire Safety Program, but this work is 

unquestionably outside of the May 28 Order’s timeframe for PG&E’s response, January 1, 2009 

through November 8, 2018. (May 28 Order at ¶ 1.)

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internally by PG&E, not Third Party Contractors, and therefore are not responsive to the single request 

at issue in this Motion to Compel.

B. The Debtors Have Provided All Responsive Documents for Third Party 

Contractors Who Performed Risk Assessments, Located After a Reasonable 

Search.

The TCC also complains that the Debtors are withholding responsive documents 

related to risk assessments performed on the Caribou-Palermo line. The Debtors identified two “risk 

assessments” performed by Third Party Contractors that fall within the scope of the TCC’s Rule 2004 

Application. The Debtors produced responsive contracts and reports relating to both of these 

assessments on July 12, 2019, including documents related to the 2010 benchmarking study performed 

by Quanta Services Inc. referenced in the Wall Street Journal article that the TCC cites.

The TCC claims that the Debtors have failed to produce records from McKinsey & 

Company (“McKinsey”), claiming that McKinsey was involved in assessing the Risk Informed 

Budget Allocation (“RIBA”) scoring of the Caribou-Palermo line based on the fact that McKinsey 

personnel were copied on an email about that subject. (Mot. to Compel at 4-5.) The email included 

as Exhibit D of the TCC’s Motion to Compel regarding the RIBA scoring of the Caribou-Palermo line 

was an assessment performed by PG&E personnel. McKinsey was certainly involved in developing 

the RIBA scoring model, but not in scoring the Caribou-Palermo line. McKinsey’s work therefore 

falls outside of the scope of a “Risk Assessment” performed on the Caribou-Palermo line, as defined 

in the TCC’s Rule 2004 Application. Nevertheless, the Debtors have no objection to and are willing 

to respond to reasonable discovery requests regarding RIBA scoring of the Caribou-Palermo line by 

PG&E in the context of general wildfire liability discovery.

C. Third Party Contractors Who Performed Transportation Services Are Outside 

the Scope of the TCC’s Rule 2004 Application. 

The TCC’s Motion to Compel next claims that PG&E is withholding responsive 

documents relating to work performed by third party helicopter and other aircraft contractors PG&E 

hired for electrical inspections. (Id. at 7.) While PG&E does contract with helicopter and other aircraft 

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providers to facilitate aerial inspections or repairs of its equipment, those contractors simply provide 

the aircraft and pilot services. They do not conduct the inspections themselves. Instead, the 

inspections are performed by PG&E personnel that are being transported by the third-party helicopter 

or aircraft contractors. Providing transportation services is outside the scope of “Electrical Services” 

as defined in the TCC’s Rule 2004 Application, which refers to parties that “inspected, constructed, 

repaired, maintained, tested, removed, replaced, and/or designed any distribution and/or transmission 

line”. (Rule 2004 Application, App’x. A at 6.) Discovery into the identity of the helicopter or plane 

pilot would be irrelevant and a waste of time and resources because the TCC has no basis for asserting 

a claim against Third Party Contractors where the contractor only provided transportation services. 

D. The Debtors Do Not Maintain Copies of Third Party Insurance Policies.

The TCC also complains that the Debtors have not yet produced insurance policies that 

Third Party Contractors obtain to provide coverage related to work they perform for PG&E. (Mot. to 

Compel at 5.) As the Debtors have explained to TCC counsel and recently reiterated to the Court in 

its submission for the August 7, 2019 Discovery Status Conference, PG&E does not typically retain 

copies of any such insurance policies that are obtained by its Third Party Contractors from third party 

insurance companies. The Debtors performed a reasonable search and produced all responsive 

insurance policies that it could find in its possession. PG&E is also still searching for and will produce 

certificates of liability insurance for Third Party Contractors to the extent PG&E has retained such 

records. The Debtors obviously cannot produce documents it does not have. If the TCC would like 

discovery of contractor insurance policies that are not in PG&E’s possession, it needs to request those 

policies from the contractors directly.

E. The Categories of Documents the TCC Seeks To Compel Are New and/or 

Outside the Scope of Its Original Rule 2004 Application. 

Finally, four of the fifteen categories of documents that the TCC claims the Debtors 

have not produced in response to Request 25 of their Rule 2004 Application are documents being 

requested for the first time in the TCC’s Motion to Compel. (Mot. to Compel at 9.) Categories 10 

and 11 both seek documents related to work that occurred after November 8, 2018, which is beyond 

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the time period agreed to by the TCC and Debtors and so ordered by the Court. (May 28 Order at ¶ 1). 

Categories 13 and 14 demand documents relating to project spending and record-keeping, which are 

topics that were not included in the Rule 2004 Application. There is thus no basis for the TCC to 

move to compel the production of these documents. If the TCC would like to request those documents 

from the Debtors, the Debtors will consider those requests and meet and confer with the TCC. 

Dated: August 13, 2019

 WEIL, GOTSHAL & MANGES LLP

 CRAVATH, SWAINE & MOORE LLP

 KELLER & BENVENUTTI LLP

 /s/Kevin J. Orsini

 Kevin J. Orsini

Attorneys for Debtors and Debtors in Possession

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