The opinion of the court was delivered by: Richard Seeborg United States District Judge United States District Court
ORDER DENYING MOTION IN LIMINE, AND OVERRULING OBJECTION TO DISCOVERY RULING
Plaintiffs move in limine to exclude any and all testimony at trial,
whether live or by
deposition, of non-party Ashwin Kedia, and more generally, any
evidence regarding prior litigation 18 initiated by Kedia against
plaintiff Pravin Jain, among others ("the Kedia Litigation). The
motion in 19 limine will be denied, without prejudice to objections at
trial as to the admissibility of any specific 20 evidence. Separately,
the objection of defendant Wipro, Inc. to an order of the assigned
magistrate 21 judge quashing certain subpoenas and limiting the scope
of Kedia's deposition, which was 22 previously submitted without oral
argument, will be overruled. 23 24
A. Plaintiffs' motion in limine
1. Ashwin Kedia's personal knowledge
This action arises from an acquisition of cMango, Inc. by Wipro, Inc., under a written 27 merger agreement, which called for the former shareholders of cMango, most of whom are plaintiffs 28 here, to obtain an additional $12 million in compensation, referred to as "earn-outs," provided certain events transpired. Ashwin Kedia is also a former shareholder of cMango, but is not a party to 2 this action. Shortly after the merger agreement was announced, and before the transaction closed, 3 Kedia filed the Kedia Litigation, contending that his shares in cMango had been unlawfully diluted. 4 Kedia sought recovery of a larger percentage of the initial compensation paid to cMango 5 shareholders under the merger agreement, plus his share in any earn-outs that might become due. 6
After approximately two years of litigation, that action was settled with a substantial payment to 7
Kedia. There is no dispute that at the time of the settlement, Wipro had paid no earn-outs to any 8 former cMango shareholder; indeed the present case arises because Wipro continues to assert that no 9 earn-outs ever became due.
Kedia's deposition testimony unequivocally establishes that he lacks any personal knowledge that directly bears on many of the legal and factual issues in this action.
Q: After you left cMango in August of 2003 did you have any involvement in cMango's operations?
Q: Did you ever have any firsthand knowledge of whether any of the circumstances that would trigger a right to the earn-outs under the merger agreement occurred?
A: I don't know any. I mean, I had no knowledge of anything going on with the -- I have no knowledge of anything going on within Wipro and cMango. I was totally outside.
Q: You were totally outside?