MEMORANDUM OPINION

ROBERT D. MARIANI, District Judge.

Presently before the Court are Defendants' motions to compel discovery: Delaware River Basin Commission's Motion to Compel Discovery Responses from Wayne Land and Mineral Group, LLC and to Extend the Fact Discovery Deadline (Doc. 116)1 and Delaware Riverkeeper Network and Maya K. Van Rossum, the Delaware Riverkeeper's Motion to Compel Discovery from Wayne Land and Mineral Group, LLC (Doc. 126). For the reasons discussed below, the Court will grant Defendants' motions in part and deny them in part.

I. INTRODUCTION AND PROCEDURAL HISTORY

On May 17, 2016, Plaintiff Wayne Land & Mineral Group LLC ("WLMG" "Wayne" "Plaintiff') filed a Complaint against Defendant Delaware River Basin Commission ("DRBC"). (Doc. 1.) In the Complaint, Plaintiff asks the Court to enter a declaratory judgment holding that the DRBC "does not have jurisdiction over, or the authority to review and approve, or to require WLMG to seek prior approval from the [DRBC] for, or to otherwise preclude the development of, WLMG's proposed well pad, appurtenant facilities or the related activities to be carried out on the Property." (Doc. 1 at 18, Wherefore Clause ¶ 1.) WLMG owns approximately 180 acres of land, including the natural gas and minerals present on the land, in Wayne County, Pennsylvania. (Doc. 1 ¶ 12.) Approximately 75 acres of the land owned by WLMG is located in the Delaware River Basin. (Id.)

Intervenors-Defendants the Delaware Riverkeeper Network and Maya K. Van Rossum, the Delaware Riverkeeper (collectively "DRN") filed a motion to intervene on July 5, 2015, (Doc. 10) which the Court granted on September 12, 2016, (Doc. 26).2 On March 23, 2017, the Court granted Defendant Delaware River Basin Commission's Motion to Dismiss the Complaint (Doc. 12) and closed the case.3 (Doc. 93.) Plaintiff appealed the Court's dismissal to the United States Court of Appeals for the Third Circuit. (Doc. 94.) The Circuit Court entered Judgment on July 3, 2018, ordering that the District Court's Order entered on March 23, 2017, be vacated and the case be remanded to this Court for further proceedings.4 (Doc. 97.)

Following remand, the Court reopened the case. (Doc. 98.) On August 27, 2018, the Court issued an Order establishing the pretrial schedule. (Doc. 107.) DRBC filed the motion under consideration here and supporting brief on November 21, 2018. (Docs. 116, 117.) After conducting a conference call with the parties, the Court issued an Order on December 4, 2018, which directed DRN to file its intended motion to compel, allowed Plaintiff to file a consolidated brief in opposition to the motions, and rescinded the previously set case management deadlines. (Doc. 124.) On December 12, 2018, DRN filed its motion to compel and supporting brief. (Docs. 126, 127.) Plaintiff timely filed its opposition brief on January 2, 2019. (Doc. 128.) With the filing of Defendants' reply briefs (Docs. 129, 130) on January 16, 2019, the pending motions became ripe for disposition.

II. STATEMENT OF FACTS

In the declaratory judgment action filed on May 17, 2016, WLMG asked the Court "to declare that the Delaware River Basin Commission (`Commission') lacks authority under the Delaware River Basin Compact (`Compact') to review and approve a natural gas well pad, a gas well and related facilities and associated activities on WLMG's property in the Delaware River Basin (`Basin)." (Doc. 1 at 1.)

As the Court has previously explained,

(Doc. 67 at 2-3 (internal citations omitted).)

Plaintiff's Complaint contains one Count for Declaratory Judgment. (Doc. 1. at 16-17.) The Complaint includes the following averments:

(Doc. 1 at 8-10, 16-17.) In the Wherefore clause, Plaintiff specifically asks that the Court

(Id. at 18, Wherefore Clause ¶ 1.)

A central issue in this action is whether Section 3.8 of the Compact which provides for DRBC's review of a "project having a substantial effect on the water resources of the basin" properly includes Plaintiff's proposed "well pad, appurtenant facilities and related activities" (Doc. 1 at 18, Wherefore Clause ¶ 1). In considering Defendant Delaware River Basin Commission's Motion to Dismiss the Complaint (Doc. 12), the Court determined that the issue presented the need to interpret terms of the contract, specifically the meaning of "project" under Section 1.2(g) as informed by the meaning of "water resources" under Section 1.2(i). (Doc. 92 at 40.) The Court granted the motion to dismiss based on the following findings:

(Doc. 92 at 43.) The Circuit Court disagreed, concluding that "the meaning of the word `project' as used in the compact is ambiguous" and, therefore, the district court's decision on the merits was premature. Wayne Land and Mineral Group LLC v. Delaware River Basin Commission, 894 F.3d 509, 515, 527 (3d Cir. 2018). The Circuit Court directed that, upon remand, further fact-finding would be required to discover the Compact drafters' intent and the interpretation of ambiguous terms which prevails should be "the one that aligns best with the drafters' intent." Id. at 534.

III. STANDARD OF REVIEW

The scope and conduct of discovery are within the sound discretion of the trial court. In re Cendant Corp. Sec. Litig., 343 F.3d 658, 661-62 (3d Cir. 2003); Stockton v. Wetzel, Civ. A. No. 1:16-CV-0613, 2018 WL 3453461, at *1 (M.D. Pa. July 17, 2018). Generally, courts afford considerable latitude in discovery to ensure that litigation proceeds with "the fullest possible knowledge of the issues and facts before trial." Hickman v. Taylor, 349 U.S. 495, 501 (1947). Federal Rule of Civil Procedure 26(b) defines the scope and limits of discovery:

Fed. R. Civ. P. 26(b)(1).

Limitations on the frequency or extent of discovery otherwise allowed is addressed in Rule 26(b)(2) which provides the following in relevant part:

Fed. R. Civ. P. 26(b)(2)(C).

Pursuant to Federal Rule of Civil Procedure 37, a party seeking discovery may move for an order compelling the discovery sought, including answers to interrogatories and production of documents, if a party fails to respond to discovery requests. Fed. R. Civ. P. 37(a)(1), (3). For purposes of Rule 37(a), "an evasive or incomplete disclosure, answer, or response must be treated as a failure to disclose, answer, or respond." Fed. R. Civ. P. 37(a)(4).

Stockton, 2018 WL 3453461, at *2 (internal quotations and citations omitted).

IV. DISCUSSION

DRBC requests that the Court grant the Motion and compel Plaintiff to answer Interrogatories 1, 2, 3, 4, 5, 6, 7, 8, 9, and 10, to produce documents requested by Requests for Production of Documents 1, 2, 3, 4, 5, 6, 7, 8, 11, 13, 14, 15, 17, 18, 19, 20, and 21,5 and to provide a description of information withheld as privileged in accordance with Federal Rule of Civil Procedure 26(b)(5)(A). (Doc. 116 at 13.) DRBC maintains that Plaintiff "responded to the Discovery Requests with boilerplate general objections, supplemented by additional objections to almost every Discovery Request. Virtually no information was provided concerning WLMG's tracking plans or the identity of individuals with knowledge of those plans."6 (Doc. 117 at 7.) DRBC generally asserts that its discovery requests are relevant to the claims and defenses asserted in the pleadings and allowed by discovery rules. (Doc. 117 at 12-18.) DRBC notes that the majority of requests to which Plaintiff objects request information about Plaintiff's planned activities and facilities. (Id. at 12.) In support of its assertion that Plaintiff's specific plans are relevant, DRBC provides the following:

(Doc. 117 at 12-13.)

DRN seeks an order compelling Plaintiff to produce documents in response to DRN's First Request for Production of Documents 1 through 11 and DRN's First Set of Interrogatories to Plaintiff 2 and 3. (Doc. 126 at 4-5.) DRN states that Plaintiff denied requests which specifically sought information concerning Plaintiff's "plans to construct and track a natural gas well, individuals who had knowledge of such plans, and any information that WLMG had gathered concerning how their proposed activities and facilities could affect the water resources and other natural resources on the Property." (Doc. 127 at 3-4.) DRN contends it is entitled to the requested information because

(Doc. 127 at 6.)

In its consolidated opposition brief, Plaintiff responds to Defendants' requests and the bases on which they are asserted with general averments built on the proposition that its tracking plans are not relevant to the resolution of the case because the Third Circuit remanded the case only for this Court to consider the intent of the drafting parties regarding the term "project" and not for fact-finding regarding Plaintiff's plans. (Doc. 128 at 2-10.) Plaintiff further avers that, to the extent its tracking plans are at all relevant, it has provided supplemental discovery responses which "make it clear that it intends to operate what can best be described as a typical unconventional gas well."7 (Id. at 3.)

In its reply brief, DRBC states that, for numerous reasons, WLMG's "supplemental production, consisting of a few documents describing a `typical' tracking operation, is helpful but insufficient."8 (Doc. 129 at 8.)

Given these divergent positions, the Court will first address the proper scope of discovery in this case generally and then apply related findings to Defendants' specific requests.

A. Scope of Discovery

As set out above, WLMG seeks to limit discovery to what it asserts to be the Third Circuit's directive to this Court on remand, i.e., the Court is to determine the meaning of the term "project" by evaluating "`how other interstate compacts, the parties' course of performance, and the negotiation and legislative history of the Compact, among other evidence, bear on the question of intent." (Doc. 128 at 7 (quoting 894 F.3d at 534).) Relying on this language, Plaintiff argues that "[t]he Commission's discovery requests have nothing at all to do with these `other interpretive tools' identified by the Third Circuit and cannot possibly assist the Court in resolving the ambiguity as to the meaning of the word "project" in the Compact." (Id.) Beyond positing that the discovery sought is relevant to the claims and defenses asserted in the pleadings, Defendants maintain that Plaintiff misreads the Third Circuit's opinion which in reality supports the propriety of the discovery sought. For the reasons discussed below, the Court concludes that Plaintiff improperly seeks to narrow the scope of discovery, disregarding issues raised and relief sought in its Complaint and ignoring important aspects of the Circuit Court's decision.

Because the scope of the litigation is the basis for determining relevance for discovery purposes, Fed. R. Civ. P. 26(b)(1), the Court will consider, as a threshold matter, the scope of the case as filed and whether the Third Circuit Court of Appeals' remand has affected that scope.

As set out above, Plaintiff's Complaint contains many averments about what it intends to do and not do on its property within the Basin. See supra pp. 4-6. The Wherefore Clause of Plaintiff's Complaint specifically requests that the Court

(Doc. 1 at 18, Wherefore Clause ¶ 1.) In its brief opposing the pending motions, WLMG emphatically states that it does not intend to limit the scope of relief sought in the Complaint. (See Doc. 128 at 10.)

Averments contained in the Complaint and the Wherefore Clause clearly indicate that WLMG asks this Court to make a determination about its specific project. Yet, in resisting the discovery requested, WLMG does not consider issues raised in the Complaint to be relevant to the resolution of this case. WLMG does not address the dissonance between a request for the Court to make a determination about "WLMG's proposed well pad, appurtenant facilities or the related activities" (Doc. 1 at 18, Wherefore Clause ¶ 1 (emphasis added)) and its current position that fact-finding related to its specific project is irrelevant (Doc. 128 at 4-7).

WLMG relies on the Circuit Court's opinion to narrow the scope of discovery. (Id.) However, several aspects of the opinion support a scope of discovery far broader than that propounded by Plaintiff and directly support the relevance of information concerning Plaintiff's proposed tracking activity.

In explaining its standard of review, the Circuit Court stated that, if it found the term "project" unambiguous, it would "review de novo whether Wayne's proposed activities on the face of the complaint fall within the scope of the Compact." 894 F.3d at 528. Though the Circuit Court did not reach this issue because it found the term "project" ambiguous, the statement is indicative of the relevance of WLMG-specific activities in the ultimate resolution of the case. Further, while the Circuit Court stated that it interpreted the Compact with respect to only the facts stated on the face of the complaint, 894 F.3d at 528-29, the statement, which reflects the standard applicable to a motion to dismiss, see, e.g., Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007), does not limit the scope of discovery now at issue because the case has moved beyond the motion to dismiss stage of the proceedings.

At the outset of its analysis, the Circuit Court stated that "the first step is to clearly define the issue in dispute." 894 F.3d at 528.

The Court finds the Circuit Court's paraphrase of the issue framed by WLMG instructive: the use of the possessive "its," 894 F.3d at 528 (emphasis added), shows that the Circuit Court considered Plaintiff's specific well pad to be at issue. Further, the Circuit Court's reference to the definition of "well pad" found in the Complaint and the inclusion of "related activities" in the restatement of the issue shows that WLMG's attempt to disregard averments related to the "well pad" are unavailing given WLMG's own definition of the term.

In the section of the opinion titled "The Need for Further Fact-Finding," the Court more emphatically highlighted the relevance of Plaintiff's plans when it stated that

894 F.3d at 533. In conjunction with this aspect of the need for further fact-finding, the Circuit Court noted that the issue raised on appeal was arguably narrower than the language in the Complaint and its decision did not limit that language:

894 F.3d at 533 n.22.

The Circuit Court also recognized the importance of the quantity of water used in tracking a well:

894 F.3d at 530. This question shows that the Circuit Court considered the amount of water used in tracking a well relevant to the question of intent now before this Court. In questioning the water usage of a well compared to what "the Commission was intended to control," the Circuit Court also recognized that, because tracking did not exist when the Compact was formed, the question of the drafter's intent will entail comparative analysis, in part extrapolating whether the drafters would have considered all or some tracking related activities a "project" from considerations expressed relevant to the drafting and adoption of the Compact. It follows that if proposed tracking related activities on a property include multiple wells, the multiplier effect relative to water usage cannot be ignored when comparing the activity to other activities the drafters intended the Commission to control. Thus, the Circuit Court inherently acknowledged that the number of wells proposed for a specific property could have a bearing on whether the activity constitutes a project for purposes of § 3.8.

Importantly, in response to DRBC's argument that the total amount of water used in tracking needed to be considered, the Circuit Court recognized that the amount of water used in tracking on a broad scale is an important issue. DRBC asserted that "even if one well only uses a relatively minor amount of water, the collective quantity of water used by all the tracking wells that could be drilled in the Basin is so large that it cannot be allowed to escape the Commission's reach." Wayne Land, 894 F.3d at 530. Although the Court did not find that the argument resolved the ambiguity question, the Court stated it was a "serious argument[]" which deserved "careful attention." Id.

The foregoing review of the Circuit Court's opinion shows that Plaintiff is mistaken that the Circuit Court remanded the case only to determine the intent of the contracting parties with respect to the term "project" using specifically identified tools and without reference to Plaintiff's plans for its property within the Basin (see Doc. 128 at 5). The Circuit Court clearly rejected WLMG's attempt to frame the issues raised in narrow generic terms because the Court did not confine the issue as suggested by WLMG at oral argument where WLMG stated "we think when you look at that record, which we presented to you, the only question we need to answer is are well pads and wells, without more, ... projects." (Oral Arg. Tr. Nov. 20, 2017, at 67:15-18.)9 The excerpts from the Circuit Court's opinion reviewed above indicate that no determination can be made whether a well pad is a project without inquiring into in the operations that are essential to the enterprise of which it is a part. To conclude otherwise would ignore the fundamental reality of the tracking process undertaken at a well pad—to find that information about the utilization of water is not relevant to the question of whether a well pad is a project ignores the fact that there can be no tracking without water use.10

Further, questions posed and matters discussed at Oral Argument are consistent with the Court's interpretation of fact-finding references found in the Circuit Court's opinion. At the beginning of Oral Argument, the Circuit Court recognized that the usage of water, as it related to Plaintiff's plans, was integral to the resolution of this case. Early on the first day of Oral Argument, the Court initiated the following discussion:

(Oral Arg. Tr., Nov. 7, 2017, at 5:21-6:24, 7:5-12, 7:25-8:3.)

Following further discussion, Plaintiff's counsel stated "there can be components of an undertaking that can be a project." (Oral Arg. Tr., Nov. 7, 2017, at 8:23-24.) The statement prompted the following exchange:

(Oral Arg. Tr., Nov. 7, 2017, at 9:10-17.)

The finding in the Circuit Court's opinion that WLMG agreed at Oral Argument that components of an undertaking can be a project, 894 F.3d at 533 (citing Oral Arg. Tr., Nov. 7, 2017, at 8:23-24), indicates that the Court rejected WLMG's insistence at Oral Argument that dividing an undertaking into parts was unacceptable (Oral Arg. Tr., Nov. 7, 2017, at 7:25-8:3). The discussion also shows that the Circuit Court recognized that components of a tracking operation involving water could be a "project" under the Compact.

Additional indications that the Circuit Court considered Plaintiff's plans for water usage proper subjects of inquiry include the following dialogue:

(Oral Arg. Tr., Nov. 7, 2017, at 13:18-14:9.)

Picking up on WLMG's assertion that it was taking an "all or nothing position" concerning DRBC's authority regarding a "project," at the second Oral Argument, the Court asked "[w]hy isn't it the case that the storage facility on — water — tank could be a project and, yet, your well pad wouldn't be?" (Oral Arg. Tr., Nov. 20, 2017, at 9:11-17.) WLMG responded that "the question actually before the Court ... is simply whether ... well pads and gas wells, no details, categorically are projects." (Oral Arg. Tr., Nov. 20, 2017, at 8:11-13.) WLMG further attempted to explain its position, stating that "this Court doesn't need to get into that fine parsing. We don't need advisory opinions as to whether storage tanks are projects because the only thing the Commission has asserted here, the only question we need relief on is whether well pads and wells, that's it, are categorically projects." (Oral Arg. Tr., Nov. 20, 2017, at 10:2-7.) The Court then sought to clarify Plaintiff's position:

(Oral Arg. Tr., Nov. 20, 2017, at 10:9-11:24.)

In an attempt to dissuade the Court from considering details of its plan, WLMG stated "[w]e could spend a decade parsing hypotheticals." (Oral Arg. Tr., Nov. 20, 2017, at 13:14-15.) The Court then questioned whether water-related concerns raised were hypothetical:

(Oral Arg. Tr. Nov. 20, 2017, at 14:1-18.) Later in the discussion, WLMG stated that

(Oral Arg. Tr., Nov. 20, 2017, at 19:9-18.)

This statement shows that WLMG agrees that the Complaint, the document which forms the basis for determining the scope of discovery, alleges a set of activities that it intends to perform on the site. Considered in context, the statement reinforces the Court's conclusion that Plaintiff does not attempt to explain the dissonance between issues raised and relief sought in the Complaint and its current posture regarding discovery. See supra p. 14.

The Oral Argument discussions, like the Circuit Court's subsequent opinion, indicate that the Circuit Court was not persuaded by WLMG's attempts to narrowly define the issues; rather, the Court consistently recognized the importance of knowing details about many aspects of a proposed tracking operation. Clearly the Circuit Court considered water consumption, waste water management, and waste water discharge integral to the proposed activity on WLMG's property. (See, e.g., Oral Arg. Tr., Nov. 7, 2017, at 13:18-20, Oral Arg. Tr., Nov. 20, 2017, at 10:9-11:24.) The Court also unequivocally found that, in identifying its proposed activities, WLMG's Complaint raised water usage issues. (See, e.g., Oral Arg. Tr., Nov. 7, 2017, at 13:18-14:15). Further, Judge Hardiman's assessment that "an argument can be constructed that a storage tank [which] is constructed appurtenant to a tracking well is for the storage and utilization of water" (Oral Arg. Tr., Nov. 20, 2017, at 19:9-18), presents a clear example of the relevance of Plaintiff's specific plans to its prayer for relief.

In sum, the Circuit Court's remand included, but was not limited to, the directive that the issue of intent was to be addressed by this Court employing identified tools and other evidence. 894 F.3d at 534. In no way did the Circuit Court circumscribe this Court's discretion to clarify the issues to be litigated and manage discovery considered in the scope presented by the Complaint. See, e.g., 894 F.3d at 533 n.22. The foregoing review of the Circuit Court's opinion and concerns expressed at Oral Argument demonstrates that Plaintiff's attempt to limit discovery to the specific tools identified by the Circuit Court related to the drafter's intent is unavailing.

Beyond its unfounded insistence that the Circuit Court opinion renders its tracking plans irrelevant, Plaintiff's attempt to limit discovery fails because it equates with an assertion that Plaintiff is exempt from discovery. Aside from Circuit Court considerations, such a proposition fails for at least three reasons.

First, the Federal Rules of Civil Procedure generally provide for a broad scope of discovery, including the directive that information within the scope of discovery need not be admissible in evidence to be discoverable. Fed. R. Civ. P. 26(b)(1). WLMG appears to misapprehend the standard for the scope of discovery in that Plaintiff lodged general objections to DRBN's and DRN's requests, stating that

(See, e.g., Doc. 116-3 at 35, Doc. 126 at 37.) Contrary to the applicable Federal Rule of Civil Procedure, Plaintiff's articulation of the standard limits relevance to information that will be admissible. See Fed. R. Civ. P. 26(b)(1).

Second, Plaintiff's pleading contains specific averments about what it intends to do and not do on the property about which it seeks a declaration as to its own proposed development. (Doc. 1 at 9-10, 16-18.) Because the case has proceeded beyond the motion to dismiss stage, averments contained in the Complaint no longer need to be taken as true. Therefore, independent of anything stated in the Third Circuit opinion, Defendants are entitled to request discovery which seeks to clarify and verify averments contained in the Complaint. As explained by DRBC, WLMG's attempt to narrowly focus discovery is inappropriate given the relief sought in the Complaint and WLMG's concession at oral argument that all or portions of an overall plan can be separately evaluated to determine whether they are projects:

(Doc. 129 at 5-6.)

Third, the Court concludes that no determination can be made whether the well pad intended to be built on the property is a project without inquiring into the operations that are integral to it, and no determination can be made whether the DRBC can review and approve, "or otherwise preclude the development of, WLMG's proposed well pad, appurtenant facilities or the related activities to be carried out on the Property" (Doc. 1 at 18, Wherefore Clause ¶ 1) unless the Court knows with specificity what WLMG plans to do.

B. Construction and Operation of Typical Well

WLMG maintains that, to the extent its plans are at all relevant, its supplemental discovery responses make it clear that Plaintiff "intends to construct and operate what can best be described as a typical unconventional gas well." (Doc. 128 at 3.) Plaintiff adds that it cannot produce detailed tracking plans because they do not yet exist. (Id.)

DRBC responds that WLMG's supplemental production (see Doc. 128-1) describing a "typical" tracking operation is "helpful but insufficient":

(Doc. 129 at 7-8.) Defendant notes that WLMG's plans "could constitute a project for a variety of other reasons, including, among others, utilization of site-specific water resources." (Id. at 8 n.7.) Defendant concludes that these considerations warrant production of site-specific information because "information on whether and how WLMG intends to utilize site-specific water resources such as wetlands, flood plains, local aquifers and other water resources [are] not discernable from a third-party energy company's description of its "typical" operation. (Id. at 8-9.) The Court agrees.

Plaintiff's assertions that it "intends" or "expects" that its tracking activities will be "typical" (Doc. 128 at 3; Doc. 128-1 at 6), without more, is not a sufficient response when resisting the discovery sought by Defendants given the broad declaratory relief requested in the Complaint and the many considerations addressed in the preceding section of this Memorandum Opinion. Plaintiff's reliance on generic plans and operation would not allow the Court to ascertain Plaintiff's entitlement to the relief sought.

In its Supplemental Answers to Interrogatories, WLMG points to a video produced by Range Resources, a natural gas company, for information about a typical Marcellus Shale well pad and states "[a]t this time, WLMG has no reason to believe that its well will be drilled and completed in an atypical manner."14 (Doc. 128-1 at 6.) The explanatory video states that there are "several wells from a single site typically three to five acres in size." (You Tube video at 1:05-1:12.) By way of example of what a "typical" well pad could mean applied to Plaintiff's property, the Court would have to consider the total number of wells which could be drilled on Plaintiff's 75 acres within the Basin (see Doc. 1 ¶ 12). Seen from another perspective, to answer the Circuit Court's question of "how an activity using five million gallons of water compares with the quantity of water used to perform other activities that few if any people would say the Commission was intended to control," 894 F.3d at 530, this Court would have to consider the multiplier effect of numerous wells on the property.

Similarly, WLMG's supplemental response provides information about what it does not propose to do and what other sources involved in the tracking process related to its property will do or not do in broad terms. (Doc. 128-1 at 6-7.) If WLMG does not have the requested information and cannot definitively say what its tracking activity will entail with sufficient specificity to provide a basis for assessment of relevant issues, WLMG opens the door to the Court needing to make broad assumptions to resolve this case, relying on industry standards and practices with an expansive view of what constitutes a tracking operation. In other words, the Court cannot declare that the Commission "does not have jurisdiction over, or the authority to review and approve, or to require WLMG to seek prior approval from the Commission for, or to otherwise preclude the development of, WLMG's proposed well pad, appurtenant facilities or the related activities to be carried out on the Property" (Doc. 1 at 18, Wherefore Clause ¶ 1) unless the Court knows what activities will be carried out on the property and how they will be carried out or assumes that any and/or all possible activities/methodologies will be involved in Plaintiff's plans for its property.

With the scope of the litigation determined to the extent necessary to decide the pending motions, the Court finds that, with the exceptions identified below, Defendants have shown the relevance of the discovery sought. Further, based on the Court's rejection of Plaintiff's general assertions that its tracking plans are not relevant to this litigation and the deficiencies discussed regarding WLMG's typicality and broad-brush averments, the Court finds that Plaintiff has not established a lack of relevance by "demonstrating that the requested discovery (1) does not come within the broad scope of relevance as defined under Fed. R. Civ. P. 26(b)(1), or (2) is of such marginal relevance that the potential harm occasioned by discovery would outweigh the ordinary presumption in favor of broad disclosure." Stockton, 2018 WL 3453461, at *2. The Court will now review Defendants' specific discovery requests in the context of the foregoing findings.

C. DRBC's Requested Discovery

1. Discovery Related to Site-Specific Plans

With Interrogatories 1 through 6 and Requests for Production of Documents ("RFPs") 1 through 8 and 21, DRBC seeks information about WLMG's plans for the property located within the Basin. In general, the information sought with these Interrogatories and RFPs is discoverable to the extent it falls within the scope of relevancy discussed above and Plaintiff does not establish that information is withheld on an acceptable basis under the Federal Rules of Civil Procedure.

Plaintiff does not claim privilege regarding Interrogatories 1 through 6 and RFPs 1 through 5, 7, 8, and 21. The Court finds that all information sought with these Interrogatories and RFPs is relevant within the parameters discussed above. Therefore, DRBC's motion is granted as to these Interrogatories and RFPs and Plaintiff is directed to fully answer the Interrogatories and produce the documents requested.

RFP 6 requests the following:

(Doc. 116-3 at 27.) In addition to its general objection, Plaintiff's response to this RFP includes the following statement: "WLMG objects to this request to the extent that it seeks information which is protected by the attorney-client privilege or work-product doctrine."

(Doc. 128-1 at 22.)

Plaintiff does not state whether it has withheld information on a basis asserted. If WLMG has withheld information based on either the attorney-client privilege or work-product doctrine, it must comply with Federal Rule of Civil Procedure 26(b)(5)(A) which provides the following:

Fed. R. Civ. P. 26(b)(5)(A).

Because the Court concludes DRBC is entitled to the production sought with this RFP to the extent the discovery sought is nonprivileged and Plaintiff has not provided any basis to withhold information sought, DRBC's motion is granted as to this RFP and Plaintiff is directed to produce the documents requested. If documents are withheld on a recognized basis, Plaintiff must comply with Federal Rule of Civil Procedure 26(b)(5)(A).

2. Specification of Relief Sought

With Interrogatory 7, DRBC seeks clarification of the relief sought. (Doc. 116-3 at 13.) Plaintiff objects to the request with a reference to attorney-client privilege and work-product product doctrine as well as asserting its entitlement to pleading alternative forms of relief. (Doc. 128 at 10; Doc. 128-1 at 10.) The Court concludes DRBC's motion is properly granted as to this Interrogatory.

Interrogatory 7 specifically asks the following:

(Doc. 116-3 at 13.) In its Supplemental Answers, WLMG responded as follows:

(Doc. 128-1 at 10.)

In its brief opposing the pending motion, Plaintiff maintains that "[t]here is no basis — in the rules of procedure or in precedent — suggestion that, during discovery, a party must affirmatively abandon one or more alternative requests for relief. Until the merits of this case are joined, WLMG is entitled to develop and explore the viability of such alternative forms of relief as may be appropriate under the circumstances." (Doc. 128 at 10.)

DRBC justifies its interrogatory with the assertion that Plaintiff's prayer for relief, on its face, requests a declaration that "is not limited to `project' review jurisdiction under Section 3.8 and would encompass, among other things, a challenge to draft natural gas regulations." (Doc. 129 at 10.) DRBC compares this with Plaintiff's characterization of its claim at the motion to dismiss stage and before the Third Circuit:

(Doc. 129 at 10.) Citing Wayne Land and Mineral Grp. v. Del. Riv. Basin Comm'n, 894 F.3d 509, 530 n.17 (3d Cir. 2018), DRBC avers that the request to the Circuit Court "not only disavowed and deferred a challenge to DRBC's regulatory authority, it inexplicably attempted to limit the activities and facilities at issue to just the natural gas well pad and well." (Doc. 129 at 10 (citing Brief for Appellant at 14 (June 19, 2017)).) DRBC also notes that, during oral argument, Judge Jordan commented that "a well pad and well with nothing more would be `of no use to anybody.'" (Doc. 129 at 10-11 (quoting Oral Arg. Tr., Nov. 20, 2017, at 11:17-18).) Finally, DRBC states that the averments of the Complaint do not support the broad scope of relief requested in the prayer for relief in the Complaint. (Doc. 129 at 11.) DRBC then explains why Plaintiff's answer to the interrogatory was inadequate:

(Doc. 129 at 11.)

As discussed above, Plaintiff's prayer for relief is broad and Plaintiff has regularly attempted to narrow the scope of that relief without seeking to amend its Complaint. As became apparent in considering the proper scope of discovery, WLMG's framing of the issue or issues in this case has not been clear or consistent. From the averments and prayer for relief found in the Complaint, WLMG clearly challenges the Commission's Section 3.8 jurisdiction based on its assertion that its proposed well pad is not a "project" as the term is defined in the Compact. (See Doc. 1 ¶¶ 46-50, Wherefore Clause ¶ 1.) However, the Court cannot discern from the Complaint itself, Oral Argument testimony, and/or Plaintiff's current filings what forms the basis for WLMG's averment that "[t]he Commission otherwise lacks authority to require WLMG to submit for its review, and to obtain its prior approval for, the proposed Well Pad." (Doc. 1 ¶ 51 (emphasis added).) Similarly, with its prayer for relief, WLMG seeks an all-encompassing declaration that its plans are off-limits for the Commission without providing a foundation for the request beyond its Section 3.8 averments.

As our Circuit Court has noted, clarity is undermined by a "kitchen-sink" or "shotgun" approach to pleading. Washington v. Warden SCI-Greene, 606 F.App'x 49, 51 (3d Cir. 2015); Greene v. Virgin Islands Water & Power Authority, 557 F. App'x 189, 191 (3d Cir. —). The Circuit Court has also advised that a "[a] District Court enjoys substantial discretion in managing complex disputes, particularly when . . . the claims become unwieldy". OFI Asset Management v. Cooper Tire & Rubber, 843 F.3d 481, 491 (3d Cir. 2016) (citing In re Westinghouse Sec. Litig., 90 F.3d 696, 703 (3d Cir. 1996)).

Here Plaintiff's "otherwise" averment and broad prayer for relief equate with the discouraged "kitchen sink" or "shotgun" pleading style. Certainly, the "otherwise" aspect of Plaintiff's averment and prayer for relief present an undefined and potentially unwieldy claim. While the Court has been able to ascertain the starting point for relevance in determining the appropriate scope of discovery for purposes of the pending motions, its outer bounds are far from clear on the current record. Without the clarification sought by DRBC, the scope of discovery implicated by Plaintiff's averment that "[t]he Commission otherwise lacks authority to require WLMG to submit for its review, and to obtain its prior approval for, the proposed Well Pad" (Doc. 1 ¶ 51) and the Wherefore Clause may well impede the orderly progress of this litigation. Because DRBC is asking WLMG to clarify rather than limit the relief sought, for the reasons discussed above, DRBC's motion is properly granted as to this Interrogatory and Plaintiff is directed to fully answer it.

Further, Plaintiff's reference to privilege and work-product does not provide a basis to limit the discovery sought for the reasons discussed regarding RFP 6 above. Should Plaintiff withhold information on a recognized basis, Plaintiff must comply with Federal Rule of Civil Procedure 26(b)(5)(A).

3. Identification of Witnesses

DRBC asserts that Interrogatories 8 and 9, and RFPs 18 and 19 "are designed to identify witnesses with knowledge of WLMG's plans." (Doc. 117 at 20.) WLMG asserts that DRBC has not carried its burden of showing that the requested information is relevant. For the reasons discussed below, the Court concludes DRBC's motion is properly granted as to these Interrogatories and RFPs.

Plaintiff argues that DRBC

(Doc. 117 at 21). DRBC responds as follows:

(Doc. 129 at 9.)

WLMG's attempt to undermine the relevance of individuals involved in the plans for the subject property is unavailing because the Court has rejected the arguments' foundational bases. First, it is not a "false premise" that DRBC is entitled to take additional discovery regarding WLMG's tracking plans in that the Court has specifically found otherwise in rejecting WLMG's attempts to limit discovery. Second, WLMG's assertion that the fundamental problem with the discovery requests is that DRBC does not connect them "with open factual issues identified by the Third Circuit" is unfounded because, as recognized by the Circuit, nothing in the opinion "should be interpreted on remand as limiting the broad language of the complaint—which defines the dispute before the Court— or the District Court's discretion to manage the process of presenting and deciding any narrower questions which may prove particularly important to bringing this case to a final resolution," 809 F.3d at 533 n.22.

For the reasons identified by DRBC, the requested information relates to matters relevant to WLMG's claims or DRBC's defenses. Defendants are entitled to verify, clarify, and explore averments made in the Complaint which include plans for the tracking-related activities on the property, from the intent of the purchasers (Doc. 1 ¶ 21) to the intended phased development going forward (id. ¶¶ 22-31). DRBC's Seventh Defense directly relates to individuals involved in both WLMG and Northern Wayne Property Owners Alliance, LLC. (See Doc. 105 at 20-21.) Therefore, the identity of these individuals and related documents are relevant to matters before the Court and WLMG is directed to fully respond to the requested discovery.

4. Location of Property

Interrogatory 10 asks the following: "With respect to paragraph 13 of the Complaint, state the basis for your belief, if any, that the Property overlays natural gas reserves in shale formations that would be economically profitable to extract." (Doc. 116-3 at 16.) Paragraph 13 of the Complaint states that "[t]he Property is located in a part of the Basin that overlays natural gas reserves in shale formations." Because Plaintiff's averment does not relate to the economic profitability of the gas reserves, the interrogatory as posed is not relevant to the paragraph to which DRBC states it is related. Therefore, DRBC's motion is denied as to Interrogatory 10.

5. Withholding of Information

DRBC asserts that responses to RFPs 11, 13-15, 17, and 20 are confusing and incomplete.

(Doc. 117 at 24.) As stated originally (Doc. 116-3 at 58-61) and in its supplemental responses to RFPs 11, 13-15, and 17, WLMG asserts that "WLMG objects to this request to the extent that it seeks information which is protected by the attorney-client privilege or work-product doctrine" (Doc. 128-1 at 24-28). However, in its supplemental responses, rather than stating that it "will produce non-privileged documents" as it did originally with regard to RFPs 11, 13-15, 17, and 20 (Doc.116-3 at 58-62, 64 (emphasis added)), WLMG states that "WLMG has produced all non-privileged documents currently in its possession that are responsive to this request and that relate to the claims and defenses in this case" (Doc. 128-1 at 25-30 (emphasis added)).

As to each of these RFPs, WLMG is directed to adhere to the Federal Rules regarding the withholding of privileged documents and provide clarifying responses which are to include the information required pursuant to Federal Rule of Civil Procedure 26(b)(5)(A).

D. DRN's Requested Discovery

As set out above, DRN seeks an order compelling Plaintiff to produce documents in response to DRN's First Request for Production of Documents 1 through 11 and DRN's First Set of Interrogatories to Plaintiff 2 and 3. (Doc. 126 at 4-5.) DRN states that Plaintiff denied requests which specifically sought information concerning Plaintiff's "plans to construct and track a natural gas well, individuals who had knowledge of such plans, and any information that WLMG had gathered concerning how their proposed activities and facilities could affect the water resources and other natural resources on the Property." (Doc. 127 at 3-4.)

Interrogatories 2 and 3 seek discovery related to site-specific plans. For the reasons discussed above, see supra pp. 31-33, DRN is entitled to the information sought. Further, because WLMG states in response to these Interrogatories that it "objects to this discovery request to the extent that it seeks information which is protected by the attorney-client privilege or work-product doctrine" (Doc. 128-1 at 37-38), WLMG is again directed to follow the Federal Rules of Civil Procedure regarding the withholding of information on the basis of privilege or work-product.

For reasons similar to those discussed in relation to DRBC's motion, DRN's motion regarding RFPs 1-3 and 5-11 is properly granted. The motion will be denied as to RFP 4 because the Court concludes that DRN's request for "[a]ll documents that refer or relate to the existing features of the Property" (Doc. 126 at 21) is overly broad.

V. CONCLUSION

For the reasons discussed above, Delaware River Basin Commission's Motion to Compel Discovery Responses from Wayne Land and Mineral Group, LLC and to Extend the Fact Discovery Deadline (Doc. 116) will be GRANTED IN PART and DENIED IN PART and Delaware Riverkeeper Network and Maya K. Van Rossum, the Delaware Riverkeeper's Motion to Compel Discovery from Wayne Land and Mineral Group, LLC (Doc. 126) will be GRANTED IN PART and DENIED IN PART. Delaware River Basin Commission's Motion to Compel Discovery Responses from Wayne Land and Mineral Group, LLC and to Extend the Fact Discovery Deadline (Doc. 116) is DENIED as to Interrogatory 10, and GRANTED as to Ienterrogatories 1-9 and RFPs 1-8, 11, 13-15, and 17-21. Delaware Riverkeeper Network and Maya K. Van Rossum, the Delaware Riverkeeper's Motion to Compel Discovery from Wayne Land and Mineral Group, LLC (Doc. 126) is DENIED as to RFP 4 and GRANTED as to Interrogatories 2 and 3 and RFPs 1-3 and 5-11. An appropriate Order will be filed simultaneously with this Memorandum Opinion.