UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

PEOPLEFLO MANUFACTURING,

INC.,

Plaintiff,

v.

SUNDYNE, LLC, ACCUDYNE

INDUSTRIES LLC, DXP 

ENTERPRISES, INC., and 

PUMPWORKS, LLC,

Defendants.

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PUMPWORKS, LLC,

Counter-Plaintiff,

v.

PEOPLEFLO MANUFACTURING, 

INC.,

Counter-Defendant.

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No. 20 CV 3642

Magistrate Judge Young B. Kim

April 8, 2022

MEMORANDUM OPINION and ORDER

Before the court is Plaintiff PeopleFlo Manufacturing, Inc.’s (“PeopleFlo”) 

motion for leave to take more than 10 depositions. PeopleFlo asks the court to 

override the presumptive limit set by the Federal Rules of Civil Procedure of 10

depositions per side and instead allow it to take 15 individual depositions and 4

Rule 30(b)(6) organizational depositions. The court finds that it is premature to 

consider the relief PeopleFlo requests, and denies its motion without prejudice for 

that and the other reasons that follow:

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Background

This diversity case stems from PeopleFlo’s efforts to find a large industry 

partner that could help bring its novel sealless pump design to market. PeopleFlo 

negotiated with Defendants Sundyne, LLC (“Sundyne”) and its affiliate Accudyne, 

LLC (“Accudyne”), as well as Defendants DXP Enterprises, Inc. (“DXP”) and its 

subsidiary PumpWorks, LLC (“PumpWorks”), before finally reaching a contract 

with PumpWorks. This business relationship did not go smoothly. PeopleFlo 

alleges that PumpWorks failed to uphold its end of the bargain, that DXP and 

Sundyne sabotaged the deal, and that Accudyne and Sundyne misappropriated 

trade secrets they collected during their partnership negotiations to develop and 

market a competing product. On this basis, PeopleFlo brings a variety of claims 

under Illinois law against Sundyne, Accudyne, DXP, and PumpWorks. In turn, 

PumpWorks countersues PeopleFlo for violating their agreement by failing to

timely deliver working products and return advance payments made for those 

products.

Fact discovery began in July 2020, and this court in August 2021 urged the 

parties to take depositions “whenever they wish.” (R. 125.) PeopleFlo then asked 

Defendants in February 2022 to stipulate to PeopleFlo’s plan to take up to 19

depositions: 6 individuals associated with DXP and PumpWorks, 9 with Sundyne 

and Accudyne, and 4 Rule 30(b)(6) corporate depositions—one for each named 

Defendant. (R. 175, Pl.’s Mot. Ex. 6 at 1.) Later that month, Defendants informed 

PeopleFlo that they would not agree to PeopleFlo’s request to take more than 10

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depositions. (Id. at Exs. 8-10.) PeopleFlo then filed this motion seeking leave to 

take the planned 19 depositions. (See generally, R. 175, Pl.’s Mot.) At that time, 

PeopleFlo had only completed one deposition. (Id. at 2.)

Legal Standard

Under Rule 30(a), each side of litigation is presumptively limited to 10

depositions, in part to emphasize counsel’s “professional obligation to develop a 

mutual cost-effective [discovery] plan.” Fed. R. Civ. P. 30(a)(2) & advisory 

committee’s note to 1993 amendment; Barrow v. Greenville Ind. Sch. Dist., 202

F.R.D. 480, 483 (N.D. Tex. 2001) (“Rule 30(a)(2)(A) is intended to control discovery, 

with its attendant costs and potential for delay.”). Nevertheless, a court “must 

grant leave” to take more than 10 depositions if doing so would be consistent with 

Rules 26(b)(1) and (2). Fed. R. Civ. P. 30(a)(2). Rule 26(b)(1) requires a court to 

consider the relevance of the proposed deponents’ testimony and whether allowing 

additional depositions would be “‘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, 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.” LKQ Corp. v. Gen. 

Motors Co., No. 20 CV 2753, 2021 WL 4125097, at *3 (N.D. Ill. Sep. 9, 2021) (citing

Fed. R. Civ. P. 26(b)(1)). In turn, Rule 26(b)(2) directs a court to limit discovery if it 

determines:

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(i) The discovery sought is unreasonably cumulative or duplicative,

or can be obtained from some other source that is more 

convenient, less burdensome, or less expensive;

(ii) The party seeking discovery has had ample opportunity to 

obtain the information by discovery in the action; or

(iii) The proposed discovery is outside the scope permitted by Rule 

26(b)(1).

Fed. R. Civ. P. 26(b)(2)(C). To aid the court in balancing these factors, “[t]he party 

seeking to take additional depositions must make a particularized showing for the 

need for such depositions.” Farris v. Kohlrus, No. 17 CV 3279, 2020 WL 10691950, 

at *3 (C.D. Ill. June 12, 2020). The court must then consider “‘the totality of the 

circumstances’ in deciding whether to authorize the requested depositions,” id.

(citing Patterson v. Avery Dennison Corp., 281 F.3d 676, 679, 681 (7th Cir. 2002)). 

Ultimately, “[c]ourts have broad discretion in matters relating to discovery[.]” 

Patterson, 281 F.3d at 681.

Analysis

PeopleFlo has failed to demonstrate the need for taking more than 10

depositions at this time. To be sure, PeopleFlo has provided the court with

compelling arguments as to the relevance of each of the 14 additional individuals 

they hope to depose, (R. 175, Pl.’s Mot. at 7-15), and Defendants do not contest that 

such individuals may offer relevant testimony, (see R. 193, Accudyne’s Resp. at 7-8; 

R. 195, DXP and PumpWorks’s Resp. at 7-8). However, mere relevance is not 

enough. This court must also consider whether the request to take more than 10

depositions is proportional to the needs of the case under Rule 26(b)(1) and whether 

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granting the request would be consistent with the limitations on discovery imposed

by Rule 26(b)(2). 

Turning to proportionality, PeopleFlo’s motion focuses on two Rule 26(b)(1)

factors: “the importance of the discovery in resolving the issues” and “whether the 

burden or expense of the proposed discovery outweighs its likely benefit.”1 (R. 175, 

Pl.’s Mot. at 6-7.) As for importance, PeopleFlo would have the court give great 

significance to the proposed depositions, arguing that all 19 are necessary “to lock in 

the key witnesses identified by Defendants, and to further support [PeopleFlo’s] 

claims,” (id. at 2), as well as that “[t]he testimony of each of the witnesses . . . is 

critical to resolving the claims and defenses at issue in this case,” (id. at 7). In 

support of this argument, PeopleFlo points to the fact that the target deponents are 

all current or former employees of Defendants identified in Defendants’ Rule 

26(a)(1) disclosures as well as other discovery responses, pleadings, and document 

productions. (Id. at 6.)

PeopleFlo’s argument as to importance essentially boils down to describing 

how much relevant information each proposed deponent has. However, “[t]he mere 

fact that many individuals may have discoverable information does not necessarily 

entitle[ ] a party to depose each such individual.” Farris, 2020 WL 10691950, at *3. 

And PeopleFlo’s implication that it should be allowed to depose all the individuals 

1 PeopleFlo also contends in passing that the requested relief is proportional

“considering the significant damages sought by PeopleFlo.” (R. 175, Pl.’s Mot. at 6.) 

However, PeopleFlo fails to develop this argument and therefore forfeits it. See, 

e.g., John K. MacIver Inst. for Pub. Policy, Inc. v. Evers, 994 F.3d 602, 614 (7th Cir. 

2021) (“A party who does not sufficiently develop an issue or argument forfeits it.”)

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on its list simply because the Rule 26(a)(1) disclosures identify them “as witnesses 

who possess relevant information that the Defendants intend to use to support their 

respective claims or defenses,” (R. 175, Pl.’s Mot. at 6 (emphasis omitted)), runs 

contrary to the clear purpose of Rule 30. The 10-deposition limit would risk

becoming dead letter if it could be avoided in every case where more than 10 names 

appear in Rule 26(a)(1) disclosures, and Rule 30 therefore requires parties to

carefully prioritize before seeking leave to take more than 10 depositions. See 

Newell v. State of Wisc. Teamsters Joint Council No. 39, No. 05 CV 552, 2007 WL 

3166757, at *1 (E.D. Wisc. Oct. 25, 2007) (warning against allowing parties to

“circumvent the cap by taking ten depositions of questionable relevance first and 

leav[ing] the most crucial depositions for the end, confident in the belief that leave 

of the court shall not be denied.”). As PeopleFlo has completed only one deposition, 

the court sees little evidence of such careful prioritization here.

Furthermore, PeopleFlo has not provided the court enough information for it 

to conclude that “[t]he testimony of each of the witnesses . . . is critical to resolving 

the claims and defenses at issue in this case.” (R. 175, Pl.’s Mot. at 7). PeopleFlo 

offers no discussion of the Rule 30(b)(6) depositions it seeks, their importance, or 

how they may impact the importance of the individual depositions. And although 

PeopleFlo’s descriptions of the 14 target deponents leave little doubt that they can 

testify to a great deal of relevant information, (see id. at 7-15), PeopleFlo has not 

taken the next step to explain why that relevant testimony is “critical” to resolving

the claims and defenses in this case. What new information could the depositions

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provide, and how would that information help resolve the issues? Why are 10

depositions insufficient to produce that valuable testimony? Or put differently, 

what would be lost if PeopleFlo must abide by the 10-deposition limit? The court 

has difficulty weighing the importance of allowing additional depositions absent 

such analysis placing that request in context. 

Second, the expense of the proposed discovery outweighs its likely benefit.

PeopleFlo contends that many of the proposed individual depositions will be shorter 

than the seven-hour limit imposed by Rule 30, thereby decreasing the burden on 

Defendants. See Fed. R. Civ. P. 30(d)(1); (R. 175, Pl.’s Mot. at 6-15.) But this 

argument carries little weight. Although 15 individual depositions shorter than 

seven hours are somewhat less burdensome than 15 seven-hour depositions, most of 

the costs associated with depositions—for example, ensuring the presence of the 

witness at the appointed time or preparing the witness to give deposition 

testimony—are not tied to their length, but rather to the fact that the deposition is 

taking place in the first place. Furthermore, the question this court must answer is 

not whether 15 short depositions is less burdensome than 15 long depositions, but 

whether the benefits of each deposition beyond 10 outweigh the costs. See Fed. R. 

Civ. P. 26(b)(1). PeopleFlo simply fails to grapple with that issue.

Instead, PeopleFlo frames its motion around the aggregate total benefit of 

taking 19 depositions rather than the marginal benefit of each deposition beyond 

the 10th. (R. 175, Pl.’s Mot. at 6.) As a result, the actual benefit accruing to 

PeopleFlo from taking more than 10 depositions is speculative at best. And there 

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are good reasons to think that any such benefits may be small. Sundyne, for 

example, argues that the “tremendous overlap” between the anticipated testimony 

of Colin Guppy, Keith Thompson, Greg Hebert, and David Gill would make taking 

depositions of all four duplicative. (R. 194, Sundyne’s Resp. at 3-4.) Furthermore, 

the Rule 30(b)(6) organizational depositions may further reduce the need for 

deposing each individual on PeopleFlo’s list. Because organizational depositions 

allow PeopleFlo to question the Defendants as corporate entities without first 

identifying particular employees or officers with personal knowledge of the 

information sought, such depositions may make deposing other individuals on 

PeopleFlo’s list unnecessary. See Fed. R. Civ. P. 30(b)(6). 

It is therefore quite plausible to this court that once PeopleFlo begins taking

depositions in earnest, it will find that it needs far fewer than the 19 now sought. 

Such an outcome appears plausible to PeopleFlo as well, as it requests “leave to 

take up to fifteen fact witness depositions [plus the four Rule 30(b)(6) depositions].” 

(R. 175, Pl.’s Mot. at 15 (emphasis added).) Against these uncertain benefits, 

planning for 19 depositions instead of 10 has concrete and reasonably knowable

costs in time, money, and effort for Defendants. The court therefore cannot 

conclude that the benefits of PeopleFlo’s request outweigh the corresponding burden 

and expense. Granting PeopleFlo leave to take up to 19 depositions is not 

proportional to the needs of the case at this time.

Finally, PeopleFlo’s motion cannot get past Rule 26(b)(2)’s requirement―at 

least not now―that the court limit discovery that is “unreasonably cumulative or 

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duplicative, or [that] can be obtained from some other source that is more 

convenient, less burdensome, or less expensive.” Fed. R. Civ. P. 26(b)(2)(C)(i). As 

discussed, the court has concerns that taking 19 depositions in this case would 

result in cumulative or duplicative testimony, and that it is reasonable at this stage

to think PeopleFlo may be able to achieve the same goals with fewer depositions. In 

other words, PeopleFlo has failed to demonstrate why abiding by the 10-deposition 

limit is not the more convenient, less burdensome, and less expensive option in this 

case. The court therefore declines to depart from Rule 30’s 10-deposition limit at 

this time.

In short, PeopleFlo’s motion is premature. PeopleFlo cannot make the 

showing it needs to convince the court to permit additional depositions because it 

has completed only one. No one knows what exactly will result from the next nine 

depositions—or even, it would appear, who from its list PeopleFlo will select as its

next nine deponents. As a result, PeopleFlo is forced to speculate as to the 

importance and value of going beyond the 10-deposition limit, and such speculation 

cannot support its arguments in light of Rule 26(b)’s emphasis on proportionality 

and minimizing expense. Although Rule 30 contains no exhaustion requirement, 

courts often refuse to expand upon the 10-deposition limit while a party still has 

depositions available to it precisely because it is difficult to establish necessity for 

such a departure when opportunities to take depositions without leave of court 

remain. See Nordock, Inc. v. Systems, Inc., No. 11 CV 118, 2018 WL 1135653, at *2 

(E.D. Wis. Feb. 28, 2018) (declining to permit additional discovery where the 

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requesting party “still has two depositions . . . unused,” but allowing the party to 

seek relief in the future “[i]f the allotted discovery proves insufficient . . . [and it 

can] support its motion with a particularized showing.”). PeopleFlo should proceed 

with its allotted depositions, prioritizing individual and organizational depositions

as it sees fit to stay within its deposition budget. If these depositions prove 

insufficient to meet the needs of the case, PeopleFlo may renew its motion by 

including a “particularized showing” as to its need for taking more. Farris, 2020 

WL 10691950, at *3.

Conclusion

For the foregoing reasons, Plaintiff’s motion for leave to take more than 10

depositions is denied without prejudice.

ENTER:

____________________________________

Young B. Kim

United States Magistrate Judge

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