Background □ 95 || By way of a Petition to Enforce an Arbitration Award, petitioner seeks to enforce a 96 || money judgment against respondent. [Doc. No. 1.] On December 26, 2018, the District Court entered judgment against defendant in the amount of $442,670.25 , an amount that ng || as due and owing under the parties’ Settlement Agreement. At the same time, the

1 || District Court granted a writ of attachment in the amount of $442,670.25. [Doc. No. 26.] 2 || Thereafter, a writ of attachment was imposed on April 30, 2019 as to certain corporate 3 || property of defendant’s, including bank accounts and accounts receivable arising out of 4 || any trade with certain identified third parties. [Doc. No. 36, at pp. 1-2.] On or about 5 May 10, 2019, petitioner recovered a total of $4,199.43 via writ of execution. [Doc. No. 6 1|67-2, at p. 2.] 7 On May 8, 2019, petitioner completed a judgment debtor examination of 8 respondent through respondent’s representative, Stephanie Cox. [Doc. No. 37.| In 9 || support of the current Ex Parte Application, petitioner submitted a transcript of this □ 10 ||examination. [Doc. No. 67-2, at pp. 40-57.] -At the time of the examination, Ms. Cox 11 || testified she was employed by respondent as an office manager, had been in this position 12 about a year, and had been employed by respondent since November 2014. [Doc. No. 13 || 67-2, at p. 45-46.] Ms. Cox testified she did not have any knowledge about respondent’ 14 || property, receivables, and assets, and she did not know who would be familiar with these ‘15 topics. [Doc. No. 67-2, at p. 55.] In general terms, Ms. Cox was able to describe the 16 operations taking place at respondent’s principal place of business and did identify some 17 employees and former employees who may have knowledge about respondent’s finances. 18 || [Doc. 67-2, at pp. 46-54.] 19 On December 20, 2019, the District Court issued an Order requiring defendant to 20 || assign to plaintiff its interest and rights in all monetary payments due or to become due 21 || from retail portals CVS, Meijer pharmacies, Walmart, and Amazon.com, as well as credit 22 processors American Express Corporation, Visa U.S.A. Inc., and Mastercard International Incorporated. [Doc. No. 62, at p. 6.] At the same time, the District Court 24 |lissued an order restraining defendant from assigning or otherwise disposing of its rights 25 interests to payments through these portals. [Doc. No. 62, at p. 6.] 26 ||. Although respondent was initially represented by counsel in this action, counsel 27 || filed a Motion to Withdraw on October 1, 2019. [Doc. No. 49.] This Motion was granted in an Order filed December 17, 2019. Although respondent was directed to

1 obtain new counsel within thirty days and have new counsel file a notice of appearance 2.||[Doc. No. 59, at p. 4], no appearance of counsel has been filed and respondent remains 3 || unrepresented in this action. 4 . Discussion 5 In the Ex Parte Application, petitioner seeks an order allowing a direct inspection _ 6 ||of respondent’s principal place of business, because it has been unable to determine — 7 through a judgment debtor examination and written discovery requests what property, 8 ||receivables, and other assets could be used to satisfy the judgment. [Doc. No. 67-1, at p. 9 || 7.] In addition, on January 15, 2020, petitioner received a document entitled Notice of 10 || Sale Process for Pathway Genomics Corporation Assets from a “secured creditor” named tl Vadim Shulman. [Doc. No. 67-1, at p. 3; Doc. No. 67-2, at pp. 34-35.] Petitioner 12 || believes this notice raises significant concerns that respondent is being stripped of all its [3 || vaiue and assets through self-dealing and/or fraudulent transfers that will prevent plaintiff 14 || from being able to enforce the judgment. [Doc. No. 67-1, at p. 6.] 15 Although no confirming evidence was submitted, petitioner’s Ex Parte Application 16 suggests that Mr. Shulman is respondent’s “CEO, Secretary, CFO, and board member.” 17 ||[Doc. No. 67-1, at p. 4.] According to the Notice of Sale, respondent defaulted on 18 “Promissory Notes” in the aggregate original principal amount of $9,250,000 and □ 19 || “Additional Amounts” of approximately $16,028,400 that were owed to Mr. Shulman, □□ 20 secured creditor. Therefore, Mr. Shulman exercised his right to “take control of the || Collateral.” [Doc. No. 67-2, at p. 34,] Pursuant to the Notice of Sale, Mr. Shulman 22 provided shareholders and stakeholders ten (10) business days to make offers to acquire 23 ||respondent’s “operating assets,” including “all personal and intellectual property and 24 || goodwill.” [Doc. No. 67-2, at p. 34.] An auction was scheduled to occur if acceptable 25 || offers were received. [Doc. No. 67-2, at p. 35.] 26 The Notice of Sale also states as follows: “The Secured Creditor [i.e., 27 || Mr. Shulman] has provisionally agreed to continue to finance [respondent] through the 28 restructuring period on a modified basis in order to maintain operations sufficient to

1 || support the fulfillment of customer contracts and [respondent’s] goodwill. All □□□□ 2 || financing will be senior secured credit. [§]][Respondent] is working with its advisors to 3 || determine the level of financing required.” [Doc. No. 67-2, at p. 35.] For further 4 ||information, Notice recipients were provided with contact information for Mark A. 3 || Greenberg of Silverstone Capital Advisors, LLC and John A. Sten of Pierce Atwood 6 ||LLP. [Doc. No. 67-2, at p.35.] Although petitioner’s counsel submitted a Declaration in 7 || support of the Ex Parte Application to Inspect Respondent’s Principal Place of Business, 8 ||the Declaration does not state whether these individuals were contacted for additional 9 |linformation. [Doc. No. 67-2, at pp. 1-5.] 10 Respondent argues that the Notice of Sale creates exigent circumstances which 11 ||justify an inspection order. [Doc. No. 67-1, at p. 6.] However, petitioner did not cite, 12 || and this Court was unable to locate, any authority which would authorize the Court to 13 an order granting petitioner the right to enter and inspect respondent’s principal 14 || place of business under the circumstances presented to locate assets that may aid in the 15 || enforcement of the judgment. Federal Rule of Civil Procedure 34 does provide in part as 16 |} follows: - 17 (a) A party may serve on any other party a request within the scope ig of Rule 26(b): .

19 |) (2) to permit entry onto designated land or other property 20 possessed or controlled by the responding party, so that the requesting party may inspect, measure, survey, photograph, test or sample the 21 property or any designated object or operation on it. 22 (b) The request: □ 23 || (A) must describe with reasonable particularity | 24 □□ . each item or category of items to be inspected; 25 | 6 (B) must specify a reasonable time, place and □ manner for the inspection and for performing the related 27 - acts; and 28 ||

1 ~ (CC) may specify the form or forms in which □ electronically stored information is to be produced. 3 oe 4 Fed.R.Civ.P. 34{a)(2). 5 After a formal, written request has been made under Rules 34(a) and 34(b), □□□□□□ 6 || party to whom the request is directed must respond in writing within 30 days after being 7 |/served....” Fed.R.Civ.P. 34(b)(2)(A). “For each item or category, the response must 8 || either state that inspection and related activities will be permitted as requested or state with 9 || specificity the grounds for objecting to the request, including the reasons.” Fed.R.Civ.P. 10 || 34(b)(2)(B). If the responding party objects to the request for an inspection, the parties 11 |;must meet and confer and contact the Court if they are unable to reach agreement. 12 ||Fed.R.Civ.P 37(a)(1); Civ. L.R. 26.1(a); Chambers Rule VIII(A). If the responding party 13 1; does not respond and/or declines to meet and confer, the requesting party may then file a 14 motion to.compel as provided in Federal Rule of Civil Procedure 37(a). 15 A Rule.34 request for “unrestricted access” to a party’s “corporate headquarters” is 16 “overly broad on its face.” Schwab v. Wyndham Int'l, Inc., 225 F.R.D. 538-539 (N.D. Tex. 17 2005). “Since entry upon a party’s. premises may entail greater burdens and risks than 18 ||mere production of documents, a greater inquiry into the necessity for inspection would 19 || seem warranted.” Keith H. v. Long Beach Unified School Dist., 228 F.R.D. 652, 659 (C.D. 20 Cal. 2005), quoting Belcher v. Bassett Furniture Indus., Inc., 588 F.2d 904, 908 (4th Cir. 21 1978.). As noted above, inspection requests under Rule 34(a) must be within the scope of 22 || Rule 26(b), and, as a result, “the degree to which the proposed inspection will aid in the 23 ||search for truth must be balanced against the burdens and dangers created by the 24 |/inspection.” Belcher, 588 F:2d at 908. For example, Rule 26(b)(1) indicates that the Court 25 consider “whether the burden ... of the proposed discovery outweighs its likely 26 |i benefit.” Fed.R.Civ.P. 26(b)(1). Rule 26(b){2)(B) further states that the Court must limit 27 discovery that “can be obtained from some other source that is more convenient, [or] less 28 || burdensome. ...” Fed.R.Civ.P. 26(b)(2)(C)(@).

1 Here, petitioner’s x Parte Application and supporting documents do not indicate 2 ||respondent has been properly served with a formal, written Rule 34 request for inspection 3 || or with respondent’s Ex Parte Application for an Inspection Order. Rather, the Declaration 4 || of petitioner’s counsel only states that he has attempted to contact respondent via telephone 5 by e-mail at an e-mail address provided to him by respondent’s former counsel, but 6 respondent has not returned any of counsel’s calls or e-mails. [Doc. No. 67-2, at pp. 4.] 7 a result, the parties have not satisfied the meet and confer requirements. In addition, 8 || respondent is untepresented at this time, even though the District Court directed respondent 9 || to retain new counsel by January 17, 2020. [Doc. No. 59, at p. 4.] Petitioner also reported 10 the Ex Parte Application that respondent has moved its office, but respondent has not 11 || provided this information to the Court. [Doc. No. 67-1, at p. 7 n.1.] The Court’s docket 12 {|does not even include an address for respondent or any other information that could be 13 || used to serve respondent through the Court’s electronic-filing system. Because respondent 14 |/is unrepresented, has not provided information necessary for electronic service, and has 15 ||not responded to e-mails or telephone calls, it would be necessary for petitioner to serve 16 j|respondent with discovery requests and any other documents, such as motions or ex parte 17 || applications, as provided in Federal Rule of Civil Procedure 5. □ 18 Moreover, without more, it does not appear that a Rule 34 inspection by petitioner 19 || of respondent’s place of business is likely to result in discovery of information that would 20 || be helpful in enforcing the judgment. In this regard, the Court notes that petitioner has not 21 described items that it wishes to inspect on the premises “with reasonable particularity,” 22 it does not appear petitioner has any information as to what assets or information about 23 |iassets could be located at respondent’s principal place of business that might be used to 24 || satisfy the judgment. Fed.R.Civ.P. 34(b)(1)(A). In addition, as outlined more fully below, 25 |jthere are less burdensome means for petitioner to discover relevant information. 26 || Accordingly, under the circumstances presented, the Court finds that petitioner’s Ex Parte 27 || Application must be DENIED to the extent it seeks an inspection order under Rule 34. 28

With respect to the enforcement of money judgments, Federal Rule of Civil 2 || Procedure 69 provides as follows: “A money judgment is enforced by a writ of execution, 3 {]unless the court directs otherwise. The procedure on execution—and in proceedings 4 supplementary to and in aid of judgment or execution—must accord with the procedure 5 || of the state where the court is located. ...” Fed.R.Civ.P. 69(a)(1) (emphasis added). 6 In California, “[d]etailed statutory provisions govern the manner and extent to which 7 || civil judgments are enforceable.” Imperial Bank v. Pim Electric, Inc., 33 Cal.App.4th 540, 8 ||546 (1995 ). “In 1982, California enacted a comprehensive Enforcement of Judgments Law 9 || (“EJL”) governing the enforcement of all civil judgments in California.” In re Burns, 291 10 ||B.R. 846, 850 (9th Cir. 2003), citing Cal. Practice Guide: Enforcement Judgements & 11 || Debts §6:1-6:2 (The Rutter Group): Petitioner has not cited, and the Court was unable to 12 || locate, any authority on the enforcement of civil judgments under California law, for this 13 '}|Court to issue an order allowing petitioner to enter and conduct a direct inspection of 14 || respondent’s principal place of business to discover assets and other property that could be 15 to satisfy the judgment. □ 16 || . Instead, under California law, a judgment creditor may apply to the Court for an 17 order requiring the judgment debtor or any “third person” who “has possession or control 18 property in which the judgment debtor has an interest or is indebted to the judgment 19 || creditor. . .” to appear before the Court for examination. Cal. Code Civ. Proc. §§ 708.110 20 708.120. A-“specified individual” may be ordered to appear for examination. Cal. 21 || Code Civ. Proc. § 708.150. In addition, any person with knowledge that may aid in the 22 enforcement of a judgment, e.g., the debtor’s accountant, bookkeeper, and others who do 23 |/not possess or control the debtor’s property or owe the debtor money, may be subpoenaed 24 testify. Shrewsbury Memt., Inc. v. Superior Court, 32 Cal. App. Sth 1213, 1225-1226 25 ||(2019). See also Cal. Practice Guide: Enforcement Judgements & Debts §6:1282. 26 ||. Following a judgment debtor examination, a creditor may request a “turnover order” 27 ||requiring the debtor or a third party to deliver identified assets to a levying officer or a 28 ||receiver. In re Burns, 291 B.R. at 854-855. If an order to appear for an examination is

1 || properly served (Z.e., by a sheriff, marshal, a person specially appointed by the court in the 2-|/order, or a registered process server), an examinee who fails to appear is subject to 3 ||contempt. Cal. Code Civ. Proc. §§ 708.110; 708.120; 708.150; 708.170. 4 Thus far, respondent has not answered petitioner’s written discovery requests despite 5 ||the Court’s Order to do so. [Doc. No. 64.] Petitioner was able to conduct a debtor’s 6 || examination on May 8, 2019, but the examination did not result in enough information to 7 || aid in satisfaction of the judgment. [Doc. No. 67-2, at p. 43.] Respondent’s office manager 8 || was produced as respondent’s “person most knowledgeable” about receivables, assets, and 9 || other property. [Doc. No. 67-2, at pp. 44-57.] The office manager testified she did not 10 have any knowledge about respondent’s property, receivables, and assets. [Doc. No. 67- 11 at p. 55.] However, the office manager did describe respondenit’s business operations at 12 principal place of business and did disclose the names of individuals employed or formerly employed by respondent who could possibly provide relevant information. The 14 || transcript of the debtor’s examination also indicates petitioner was aware at that time of 15 examination that Mr. Shulman was one of respondent’s investors and that he was listed 16 || with the Secretary of State as respondent’s chief executive officer, secretary, president, and 17 |) director. [Doc. No. 67-2, at pp. 46-55.] In addition, as noted above, the Notice of Sale 18 provided recipients with contact information for two individuals who could provide 19 || “further information.” [Doc. No. 67-2, at p. 35.] 20 In sum, rather than a direct inspection of respondent’s principal place of business, 21 petitioner must, as provided by: California law, exhaust sources of relevant information 22 ||through direct. examination of the judgment debtor and third parties who may have 23 knowledge that could aid in the enforcement of the judgment. Accordingly, this Court 24 || finds that petitioner’s x Parte Application for an Order to Inspect Respondent’s Principal 25 Place of Business must be DENIED. _ . 26 In the Ex Parte Application, plaintiff also requests a temporary restraining order or 27 || preliminary injunction prohibiting defendant from transferring any property, receivables or 28 assets that would frustrate plaintiff's efforts to enforce the judgment. [Doc. No. 67-1, at

1 8-9.] In addition, after filing the instant Ex Parte Application, plaintiff filed another 2 ||set of documents related to its request for a temporary restraining order or preliminary 3 |}injunction. [Doc. No. 68.] This portion of plaintiff's Ex Parte Application is under 4 ||submission. The Court will respond separately to plaintiff's request for a temporary 5 |/restraining order and/or a preliminary injunction in a report and recommendation to the || District Judge assigned to this case. 7 . Conclusion 8 Based on the foregoing, IT IS HEREBY ORDERED that petitioner’s Ex Parte 9 || Application for an Order to Inspect Respondent’s Principal Place of Business is 10 }|DENIED. This Order is without prejudice to petitioner seeking and obtaining orders for 11 |Ithe judgment debtor and/or third parties to appear for examination as provided by 12 || California law. 13 ITISSOORDERED. ie? 14 || Dated: March 3, 2020 Yb pppphhin-

i6 II _ - Hon. Kargh’S. Crawford | _ 4 United States Magistrate Judge

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