IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MONTANA

MISSOULA DIVISION

JONATHAN CUSHMAN CPA LLC, CV 24-65-M-DWM

Plaintiff, VS. OPINION and ORDER MICHELLE BABCOCK, Defendant.

This case arises out of a dispute between a Maine-based accounting firm, Plaintiff Johnathan Cushman CPA, LLC (“Cushman”) and a Montana-based bookkeeper and former Cushman employee, Defendant Michelle Babcock (“Babcock”). Cushman alleges that after it trained Babcock to perform accounting services for a client, the Kiowa Tribe (“Kiowa”), she left the firm to provide accounting services for Kiowa in violation of the restrictive covenants in her employment contract. (See Doc. 17.) Cushman sued Babcock, alleging breach of contract, tortious interference with prospective economic advantage, and unjust enrichment. (See Docs. ^[1], 17.)

There are five pending motions. Both parties seek partial summary judgment on Cushman’s breach of contract claim. (See Docs. 20, 25.) Babcock has moved to strike Cushman’s response to her “Statement of Additional Facts” and attached exhibits Cushman filed in support of its reply brief, (see Docs. 39, 40). (Doc. 42.) Additionally, the parties have a discovery dispute regarding Babcock’s obligation to disclose information about her work with Kiowa. (See Docs. 44, 46.) A motion hearing was held on April 7, 2025. Ultimately, both motions for partial summary judgment are granted in part and denied in part. Babcock’s motion to strike is denied. While Cushman’s motion to compel discovery is granted, the resulting disclosures will be subject to protections and, because Babcock’s discovery position was reasonable, no fees are awarded. Thus, both Cushman’s motion to compel and Babcock’s motion for a protective order are granted in part and denied in part as outlined below.

BACKGROUND

Cushman is a Maine-based limited liability company that provides accounting, auditing, and consulting services to governments and governmental entities. (Doc. 27 at □ 1.) Cushman transacts business in multiple states and, as of 2018, is registered to do business in Montana, though it does not have any clients in Montana. Ud. J 2.) In May 2018, Cushman hired Babcock as a remote employee at a rate of $20/hour. Ud. { 7; Doc. 34 at Ff 29, 45.) Babcock is not a CPA but holds a master’s degree in accounting. (Doc. 27 at 95.) While at Cushman, Babcock worked out of her home in Kalispell, Montana, serving clients in multiple states. Ud. J] 4, 11; Doc. 34 at 45, 47, 48.) Most of Babcock’s work, however, was for the Kiowa Tribe in Oklahoma. (Doc. 27 at 20.) Thus, Babcock learned of Kiowa and its accounting needs through Cushman. (Doc. 34 at { 68.) Because Babcock performed her work for Cushman in Montana, Cushman paid Montana income taxes and workers’ compensation insurance. (Jd. Jf 63, 65— 66.) Babcock was also Cushman’s registered agent in Montana. (/d. J 67.)

The dispute here arises out of the “Employment Agreement” entered into by Babcock and Cushman in December 2018. (See Doc. 22-2.) It is undisputed that Babcock and Cushman did not have an employment contract for the first seven months Babcock worked for Cushman. (Doc. 27 at ] 9.) It is also undisputed that the Employment Agreement was sent to Babcock on December 11, 2018, and returned, signed, on December 12, 2018.! (See id. J 10; see also Doc. 34 at 4 32, 39.) However, the parties disagree about the facts leading to the Agreement, specifically (1) whether the restrictive covenants contained in the Agreement were discussed at Babcock’s “six-month review” that occurred on November 20, 2018, and (2) whether Babcock received independent consideration for the Agreement.

According to Babcock, she received a raise prior to her six-month review and while a putative employment agreement was referenced at that review, that discussion did not address any substantive provisions of the future contract. (See

' The Agreement incorrectly states that it was executed on November 20, 2018 _ (See Doc. 22-2, Preamble.)

Doc. 34 at § 36.) According to Cushman, Babcock received a raise and benefits in conjunction with both her six-month review and the signing of the Employment Agreement. (Jd. Jf 33-34.) And, although there is a dispute whether the Court should consider this fact, (see Doc. 42), Cushman alleges that Jonathan Cushman specifically mentioned the restrictive covenants at Babcock’s review, (see Docs. 40 at { 2, 40-1 at {{] 8-9). These disagreements are discussed in detail below.

The Employment Agreement contains several restrictive covenants, including noninterference with business relations and non-competition clauses. (See Doc. 22-2 at §§ 4.3, 4.4.) It also contains a choice of law provision, (id. § 6.3), and states that the place of performance was to be Babcock’s home address in Kalispell, (id. § 1.3; Doc. 34 at ] 42). The Agreement further states that it would be “re-entered on an annual basis, with changes as negotiated by the parties.” (Doc. 22-2 at § 2.2.) Consistently, the parties signed three separate “Employment Agreement Amendments,” in 2019, 2020, and 2021, modifying Babcock’s wages and/or benefits. (See Docs. 27-25, 27-9, 27-11.)

While still working for Cushman in February 2022, Babcock sent a resume and letter to Kiowa, confirming her interest in a full-time finance position with Kiowa. (Doc. 34 at J] 69-70; see Doc. 27-27.) In March 2022, Babcock resigned from her role at Cushman as a “Senior Accountant,” (Doc. 27 at ] 7; Doc. 34 at { 30), and subsequently undertook work for Kiowa as an independent contractor,

(Doc. 27 at J 23; see Doc. 27-28). According to Babcock, in light of the terms of the Employment Agreement, she and Kiowa were careful to ensure that Babcock was only hired to work on project-based assignments and that Kiowa would continue to use Cushman for accounting services. (Doc. 27 at J 24.) In support of that contention, Babcock claims she had multiple conversations with Kiowa to emphasize that her work was not intended to undermine or conflict with Cushman’s relationship with Kiowa. (/d. § 25.) Cushman’s view is that Babcock provided services either very similar to those provided by Cushman or to those that could be provided by Cushman as part of its existing relationship with Kiowa. (See id.) Whatever the situation was, Kiowa remained a Cushman client until Cushman recently terminated that relationship, (see Doc. 58-1), Cushman believes that it suffered a “significant reduction in revenues from Kiowa” based on the services being provided by Babcock. (Doc. 27 at | 26.)

In November 2022, Cushman commenced an arbitration action against Babcock in Washington. (See Doc. 27-13; Doc. 27 at § 27.) On January 3, 2023, Cushman filed a Complaint in Montana State District Court, Flathead County, seeking to compel arbitration. (See Doc. 27-14.) Cushman dismissed the Complaint without prejudice on February 13, 2023. (See Doc. 27 at § 27.) In both instances, had the petition or case been pursued, Washington law would likely have dictated the outcome.

On May 13, 2024, Cushman initiated the present lawsuit, alleging breach of contract, tortious interference with economic advantage, misappropriation of trade secrets under both state and federal law, and unjust enrichment. (Doc. 1.) About six months later, Cushman amended its pleading, dropping the trade secrets counts. (Doc. 17.) There are five pending motions. First, the parties both seek partial summary judgment on the question of whether the restrictive covenants are enforceable. (Docs. 20, 25.) Second, Babcock seeks to strike certain additional evidence and exhibits submitted by Cushman as part of its reply, (see Docs. 39, 40, attachs.). (Doc. 42.) Finally, the parties dispute whether Babcock should be compelled to produce information regarding her work with Kiowa over Kiowa’s objection. (Docs. 44, 46.) A hearing was held on April 7, 2025.

ANALYSIS

The crux of the parties’ dispute is whether the restrictive covenants contained in the 2018 Employment Agreement are enforceable and, relatedly, what law applies to that analysis. While Babcock argues for the application of Washington law under the choice of law provision contained in the Agreement, Cushman insists that Montana law applies, either through the operation of a limited exception contained in the choice of law provision and/or through the application of choice of law principles. Ultimately, Cushman prevails on the choice of law issue, which means Montana law governs the restrictive covenants at issue here.

Whether either covenant is enforceable, there is a genuine issue of material fact regarding whether Babcock received independent consideration for the restrictive covenants. Thus, this question cannot be resolved on the present motions. And because the factual information provided by Cushman with its reply, (see Docs. 39, 40, attachs.), bears directly on that dispute, the filings are not stricken. Nonetheless, one of the covenants, § 4.4, is an unreasonable restraint on trade and therefore unenforceable in Montana as a matter of law. Finally, Cushman’s motion to compel is granted, although fees are not awarded.

The pending motions are addressed in turn below, starting with the motion to strike, followed by the cross-motions for partial summary judgment and the discovery dispute.

I. Motion to Strike

In support of the pending cross motions for partial summary judgment, both parties have filed a litany of exhibits. (See attachs. to Docs. 22, 24, 27, 33, 34, 37, 38, 40.) Babcock seeks to strike the exhibits and related factual allegations included in Cushman’s Response to Babcock’s Statement of Additional Facts, (see Doc. 40), filed in support of Cushman’s Reply in Support of its Cross-Motion for Summary Judgment, (see Doc. 39). (Doc. 42.) In response, Cushman argues that cross-motions for summary judgment present a unique procedural posture and that the evidence submitted with its reply was not “new,” but rather provided more context for the existing record. The information could have been provided earlier but Cushman’s factual assertions are responsive to the issues raised in Babcock’s most recent filing and are material to the contractual question at issue. Thus, it is not appropriate to strike them.

“Generally, reply briefs are limited in scope to matters either raised by the opposition or unforeseen at the time of the original motion.” Townsend v. Monster Beverage Co., 303 F. Supp. 3d 1010, 1027 (C.D. Cal. 2018) (internal quotation marks omitted). Accordingly, district courts may decline to consider new evidence or arguments presented in such a reply, and generally “should not consider the new evidence without giving the non-movant an opportunity to respond.” Provenz v. Miller, 102 F.3d 1478, 1483 (9th Cir. 1996). However, “where the evidence submitted in the reply brief is submitted in direct response to proof adduced in opposition to a motion . . . it is not new.” Lisner v. City of Huntington Park, 2020 WL 12893774, at *3 (C.D. Cal. Oct. 22, 2020); see also Edwards v. Toys “R” Us, 527 F. Supp. 2d 1197, 1205 n.31 (C.D. Cal. 2007) (“Evidence is not ‘new[]’ .. . if it is submitted in direct response to proof adduced in opposition to a motion.”).

Here, Babcock persuasively argues that the information submitted by Cushman in support of its reply brief, (see Docs. 39, 40), was known by Cushman at the time it filed its initial briefing and could have been included at that time. The 24 pages of exhibits attached to Doc. 40 consist of the following:

Ex. EE Second Declaration of Jonathan Cushman (Doc. 40-1) Ex. FF Second Declaration of Candice Cushman (Doc. 40-2) Ex. GG 11/20/18 Emails from Babcock to Candice (Doc. 40-3) Ex. HH 01/02/19 Emails between Babcock, Candice, and Nick Palmer of HealthMarkets Insurance Agency (Doc. 37, sealed) Ex. II Timecard Excerpt (Doc. 38, sealed) As alluded to above, these allegations and exhibits focus primarily on the relationship between the increased employment benefits Babcock received in November 2018, what was said at Babcock’s November 20, 2018 six-month review, and the ultimate execution of the December 12, 2018 Employment Agreement. According to Cushman, all three things were inextricably linked, and the Employment Agreement merely memorialized Babcock’s increased benefits and the parties’ discussion at the six-month review.

Notably, Exhibit EE is the first time that Jonathan Cushman asserts that he and Candice Cushman specifically told Babcock about the restrictive covenants during her six-month performance review. (See Doc. 40-1 at 8-9.) While Jonathan’s prior declaration specifically discusses the November 20, 2018 meeting, it does not mention any discussion of the restrictive covenants. (See Doc. 27-1; see also Doc. 27 at JJ 36-38.) However, this information was responsive to Babcock’s briefing and bears directly on the central question of whether the Employment Agreement was supported by independent consideration.

Accordingly, neither Cushman’s reply nor the attached exhibits are stricken. And because the dispute is purely factual in nature—i.e., the parties directly dispute what was said at a meeting they both attended—allowing Babcock to further respond would not resolve the matter. Babcock’s motion to strike is denied. Il. Summary Judgment Summary judgment is appropriate “if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). A fact is material if it impacts the outcome of the case in accordance with governing substantive law. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A dispute of material fact is genuine “if the evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Jd. All reasonable inferences must be viewed in the light most favorable to the non-moving party. Tatum v. Moody, 768 F.3d 806, 814 (9th Cir. 2014). On cross-motions for summary judgment, it is the court’s “independent duty to review each cross-motion and its supporting evidence . . . to determine whether the evidence demonstrates a genuine issue of material fact.” Fair Hous. Council of Riverside Cnty., Inc. v. Riverside Two, 249 F.3d 1132, 1137 (9th Cir. 2001). Each motion is therefore evaluated separately, “giving the nonmoving party in each instance the benefit of all reasonable inferences.” Lenz v. Universal Music Corp., 815 F.3d 1145, 1150 (9th Cir. 2016) (quotation marks omitted).

Here, the parties disagree about what law governs the Employment Agreement and whether, under that law, the restrictive covenants are enforceable. Babcock argues that Washington law applies but that under either Washington or Montana law, the restrictive covenants are unenforceable because they lack adequate, independent consideration. She further argues that even if there is consideration, the covenants are unenforceable as unreasonable restraints on trade in both forums. On the other hand, Cushman argues that Montana law applies, there was adequate consideration, and the covenants survive under Montana’s reasonableness test. Cushman is correct that Montana law applies but outstanding questions of fact prevent a finding that there was consideration. Nonetheless § 4.4 of the Employment Agreement is unenforceable as a matter of law.’

A. Choice of Law

Section 6.3 of the Employment Agreement contains the following choice of law provision:

This Agreement shall be governed, construed, interpreted, and enforced in accordance with the substantive law of the State of Washington and federal law, without regard to conflicts of law principles, except as expressly provided herein. In the event Employer exercises its discretion under Section 6, Paragraph 1 to bring an action to enforce the covenants contained in Section 4, Paragraphs 4.2 to 4.5 in a court of competent jurisdiction where the Employee has breached or threatened to breach such covenants, and in no other event, the parties agree that the court may apply the law of the jurisdiction in which such action in

* The parties do not seek summary judgment on the question of whether Babcock breached the covenants.

[sic] pending in order to enforce the covenants to the fullest extent permissible.

(Doc. 22-2 at 7.) Based on this language, Babcock argues that Washington law applies and that the latter portion of the provision that allows for the application of the forum state’s law is unconscionable. Cushman claims that Montana law applies both under the language of § 6.3 and through a choice of law analysis. Cushman has it right on the choice of law question.

“Federal courts sitting in diversity must apply the forum state’s choice of law rules to determine the controlling substantive law.” Fields v. Legacy Health Sys., 413 F.3d 943, 950 (9th Cir. 2005) (internal quotation marks omitted). Montana has adopted the Restatement (Second) of Conflict of Laws for resolving choice of law disputes. Barber v. Bradford Aquatic Grp., LLC, 539 P.3d 648, 651 (Mont. 2023). Where a contract contains an explicit choice of law clause, the analysis follows § 187 of the Restatement, which means that Montana will apply the law of the state chosen by the parties unless three factors are met: “(1) if, but for the choice-of-law provision, Montana law would apply under § 188 of the Restatement; (2) if Montana has a materially greater interest in the particular issue than the state chosen by the parties; and (3) if applying the state law chosen by the parties would contravene a fundamental policy of Montana.” /d. at 652 (internal quotation marks omitted). In contrast, § 188, which considers which state has the most “significant relationship to the transaction and the parties,” governs situations where there is no effective choice of law provision. See Modroo v. Nationwide Mut. Fire Ins. Co., 191 P.3d 389, 400 (Mont. 2008).

(1) [i]t must be partial or restricted in its operation in respect either to time or place;

(2) it must be on some good consideration; and (3) it must be reasonable, that is, it should afford only a fair protection to the interests of the party in whose favor it is made, and must not be so large in its operation as to interfere with the interests of the public. Access Organics, 175 P.3d at 902 (internal quotation marks omitted). The party seeking to enforce the restrictive covenant bears the burden of proving that the agreement does not violate § 28-2-703. Id. Because “Montana’s public policy strongly disfavors agreements in restraint of trade,” non-compete agreements are “strictly” construed. Jd. at 902. Accordingly, such an “agreement will not be extended by implication, and it will be construed in favor of rather than against the interests of the covenantor.” /d. (internal quotation marks omitted).

Babcock argues that the restrictive covenants at issue here are not enforceable because they lack independent consideration and because they are overly broad. In response, Cushman claims that Babcock received benefits and a salary increase as consideration for entering into the Employment Agreement and that the terms of the covenants are reasonable. Ultimately, a genuine issue of fact remains as to whether there was independent consideration for the restrictive covenants. If no such consideration existed, neither covenant—§ 4.3 or § 4.4—is enforceable. But even if there is adequate consideration, Babcock is correct in arguing that § 4.4 is unenforceable as an unreasonable restraint on trade.

1O information, including interrogatory responses, other discovery responses or transcripts” as “Confidential.” (d. at 3-4.) Confidential documents are limited in use and cannot be transferred, disclosed, or communicated to others except as specified in the Protective Agreement. (/d. at 3.) Access to confidential documents is also limited. Ud. at 3-4.)

At the outset of discovery, in November 2024, Cushman sent a letter to Kiowa’s Attorney General, Randall Homburg, for permission to disclose documents related to the services Cushman and Babcock perform for Kiowa in response to Babcock’s discovery requests. (Doc. 45-3.) The letter stated that such documents may include invoices with narrative billing descriptions, work product prepared by either Cushman or Babcock, documents related to Kiowa’s general ledger, and communications about the types of services performed. (/d. at 1.) That letter also attached Babcock’s first discovery request, (id. at 3-20), and summarized Cushman’s understanding of Kiowa’s confidentiality requirements according to Kiowa’s Independent Contractor Agreement with Babcock, (id. at 2; Doc. 45-1). Homburg followed up with a phone call and he and Cushman’s counsel exchanged emails in December 2024. (See Docs. 47-7, 47-8.) Ultimately, according to Cushman, Kiowa gave the parties permission to exchange, subject to the Protective Agreement, documents and communications related to the services both parties provided to Kiowa, with the exception of “working papers,” which Homburg defined as consisting of “any financial document [Kiowa] produced to [Cushman] or their client for audit or accounting purposes.” (See id.) Based on this understanding, Cushman produced documents and communications related to the services Cushman and Babcock performed for Kiowa and sought the same under Rule 34 from Babcock. (See Docs. 47-1, 47-2, 47-5, 47-19.)

In response, Babcock objected on the grounds that the requests were overbroad, unduly burdensome, in violation of client confidentiality, outside Babcock’s custody and control, or sought Kiowa’s “working papers” which she was not authorized to release. (See id.) In those responses, Babcock stated that based on her “conversation with the CFO of the Kiowa Tribe, it does not consent to Ms. Babcock producing emails or other aspects of its work without review and specific approval.” (Doc. 47-2 at 3.) According to Babcock, Cushman should subpoena Kiowa directly for this information. (/d.)

Subsequently, both Babcock and Cushman reached out to Kiowa to see what, if anything, could be disclosed. In response, Kiowa not only declined further disclosure of any of its information but invoked “privilege” and indicated that “all employees of the Kiowa Tribe [were instructed] to have no contact with any attorney involved in this lawsuit from this point.” (Doc. 45-13; see also Doc. 45- 14.) Indeed, Kiowa specifically took umbrage with Cushman’s conduct, stating:

We do not appreciate being dragged into your lawsuit as a client. That is the utmost disrespect a licensed alleged professional can commit upon their client. I am outraged and ashamed of the Plaintiff in this matter for even expecting a response or placing our e-mails into the discovery process in this dispute, which we deem petty, baseless and infantile.

(Doc. 45-12 at 1.) Subsequently, on April 1, 2025, Cushman terminated its relationship with Kiowa. (Doc. 58-1.)

B. Discussion

In the present motion, Cushman has requested Babcock produce: documents and communications (including emails and text messages) exchanged regarding Babcock’s work for Kiowa from March 18, 2022 to the present, including those related to Babcock entering an agreement to provide work for Kiowa, Babcock’s accounting or bookkeeping services, the non-compete provisions in Babcock’s Employment Agreement with Cushman, Babcock’s work related to the Kiowa General Ledger from March 18, 2022 to present, and communications and documents related to other specific accounting assistance that Babcock provided Kiowa from March 18, 2022 to present. (Doc. 47 at 10.) At this stage, “Babcock does not dispute she has possession of the information requested.” (Doc. 50 at 4.) “Nor does she dispute that the information at issue is potentially relevant, at least for the purposes of discovery.” (/d.) Nor is Babcock withholding information based on her assertion of accountant-client privilege. Rather, the issue “is whether Babcock should be compelled to produce Kiowa documents in the face of Kiowa’s explicit instruction not to produce those documents, and in violation of her Independent Contractor Agreement with Kiowa.” (id. at 5.)

Babcock’s contract with Kiowa states, in relevant part, that Babcock will not disclose “confidential information” “to any third party or use it for any purpose but to fulfill the obligations in” that agreement. (Doc. 45-1 at 4.) That restriction does not apply, however, to the confidential information that “is requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar processes)” so long as Babcock notifies Kiowa prior to disclosure and “provides reasonable assistance to [Kiowa] in obtaining a protective order.” (/d. at 5.)

Here, Babcock argues that good cause exists to issue a protective order because disclosing the information to Cushman over Kiowa’s objection would violate her contract with Kiowa. In turn, Kiowa has expressly stated that it wants its material left out of this litigation. (See Docs. 45-13, 45-14.) Thus, Babcock seeks an order “directing that Babcock is only required to disclose Kiowa information with Kiowa’s consent.” (Doc. 45 at 12—13.) In response, Cushman argues that while Babcock’s contract with Kiowa requires that she inform Kiowa prior to disclosing the information and aid in getting a protective order, the contract explicitly permits disclosure in the civil discovery process, particularly if Babcock is “legally compelled or otherwise required to disclose.” (Doc. 45-1 at 5.) Cushman is correct. Without the protection of privilege, it is unclear what grounds, if any, either Babcock or Kiowa have to avoid disclosure.

Under Rule 26(c), “[a] party asserting good cause bears the burden, for each particular document it seeks to protect, of showing that specific prejudice or harm will result if no protective order is granted.” Foltz v. St. Farm Mut. Auto. Ins. Co., 331 F.3d 1122, 1130 (9th Cir. 2003) (citing Phillips ex rel. Estates of Byrd v. Gen. Motors Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002)). It seems that Babcock’s allegation of harm is that she will be subject to liability for producing anything over Kiowa’s objection. As indicated above, that argument lacks merit as her contract with Kiowa permits, albeit grudgingly, disclosure in the civil discovery context when such disclosure has been court ordered. To the extent Babcock’s motion is premised on potential harm to Kiowa, a nonparty, based on its noninvolvement in the case and its desire to keep its financial information confidential, such a generalized assertion is insufficient to establish “good cause.” See Beckman Indus., Inc. v. Int’l Ins. Co., 966 F.2d 470, 476 (9th Cir. 1992) (“Broad allegations of harm, unsubstantiated by specific examples or articulated reasoning, do not satisfy the Rule 26(c) test.”); ef United States v. Real Property Located in L.A., Cal., 345 F.R.D. 189, 192—93 (C.D. Cal. 2023) (rejecting the State of Kuwait’s request to retroactively designate a small number of documents as confidential because they “contain[ed] information relating to the State of Kuwait, its government, finances, and operations”). While it does not seem like a sound business practice to force disclosure of a client’s records, Cushman’s discovery requests are permissible.

Nevertheless, Rule 26(c) is interpreted broadly to give a “trial court... substantial latitude to fashion protective orders.” Phillips, 307 F.3d at 1212 (internal quotation marks and emphasis omitted). Thus, while the information sought by Cushman is discoverable, there may be specific cause to prevent specific documents from being disseminated publicly. Accordingly, Cushman must seek the Court’s leave before it discloses the material provided in response to this Order to anyone other than the parties and their counsel here.

to the extent that Montana law governs the restrictive covenants at issue and § 4.3 is not an unreasonable restraint on trade; however, a genuine issue of fact remains whether this provision was supported by independent consideration. Babcock’s motion is GRANTED to the extent that § 4.4 is an unenforceable as a matter of law. The motions are DENIED in all other respects.

3s Babcock’s motion for a protective order, (Doc. 44), and Cushman’s motion to compel, (Doc. 46), are GRANTED in PART and DENIED in PART. While Babcock must respond to Cushman’s discovery requests, Cushman must seek the Court’s leave before it discloses any of the material provided in response to this Order to anyone other than the parties and their counsel in this case.

DATED this Pray of April, 2025. □ ka = [e107 □□ Donald W. Molloy, District Judge United States District Court ag