casemark/30b6-deposition

30(b)(6) Corporate Representative Deposition

Covers both sides of FRCP 30(b)(6) depositions: drafting topic notices and examination outlines (taking), and analyzing topics, selecting designees, and preparation (defending).

Quick Start

1. Determine role: taking or defending
2. If taking → draft topic list (Part A), then build examination outline
3. If defending → analyze noticed topics (Part B), select designees, prepare them

Part A: Taking

Topic List Drafting

Each topic must meet "reasonable particularity." See Calzaturficio v. Fabiano Shoe Co., 201 F.R.D. 33 (D. Mass. 2001) [VERIFY].

Drafting rules:

| Rule | Bad | Good | |------|-----|------| | Time-bound | "All communications about plaintiff" | "HR-supervisor communications re: performance, Jan 2023–Jun 2024" | | Not too narrow | "The email sent March 15 at 2:47 PM" | "Communications regarding the termination decision" | | Tied to claims | Topics of mere curiosity | Each topic maps to a claim element | | No legal conclusions | "Whether defendant discriminated" | "Criteria applied in the promotion decision" | | Carve out privilege | "Communications with counsel" | Add "excluding attorney-client privileged communications" |

Standard topic categories: Org structure and reporting lines, relevant policies (creation/modification/enforcement), persons involved in key decisions, document retention and custodians, chronology of key events, financial calculations and damages basis.

Topic template:

Pursuant to FRCP 30(b)(6), [Corporation] shall designate representatives
to testify regarding:

TOPIC 1: [Corporation's] organizational structure from [date] to present,
including reporting relationships and decision-making authority for
[department].

TOPIC 2: Policies and procedures regarding [subject], including creation,
modification, and enforcement from [date] to [date].

TOPIC 3: Facts and circumstances surrounding [event], including persons
involved, communications, criteria considered, and basis for the decision.

TOPIC 4: Documents relating to [subject], including creation, maintenance,
location, and any destruction or loss.

Objection risk check per topic:

| Objection | Fix | |-----------|-----| | Overbroad | Narrow time or scope | | Vague | Add specific definitions | | Burdensome | Limit custodians or sources | | Seeks privileged info | Carve out attorney-client communications | | Legal conclusions | Reframe to seek facts |

Examination Strategy

Opening sequence (always establish):

1. Confirm designation for each topic
2. Establish preparation per topic: documents reviewed, persons interviewed, sources consulted
3. "Do you feel prepared to testify fully on this topic?" — builds inadequate-preparation record

Per-topic structure:

1. Foundation — Confirm designation and preparation
2. Substantive — Start broad ("Tell me what [Corp] knows about [topic]"), then drill with documents
3. Binding admissions — "Is it [Corp's] position that...?" / "Does [Corp] contend...?" / "What is [Corp's] explanation for...?"
4. Exhaustion — "Any other information [Corp] has on [topic] you haven't shared?"

Handling problems:

| Problem | Response | |---------|----------| | "I don't know" | "Designated for this topic?" → "What did you do to find out?" → "Who would know?" → "Corp doesn't know, or you weren't prepared?" | | "Outside my topics" | Read topic aloud; ask if question falls within it; may question in personal capacity | | Defers to counsel | "I need you to answer, not your attorney." |

Post-Deposition Use

• Summary judgment: Corporate admissions establish undisputed facts; corporation cannot easily contradict. Brazos River Auth. v. GE Ionics, 469 F.3d 416 (5th Cir. 2006) [VERIFY]
• Trial: Party admission; read to jury; impeach if trial position differs
• Discovery motions: Failed preparation supports motion to compel re-deposition or FRCP 37(d) sanctions

Part B: Defending

Topic Analysis

Assess each noticed topic:

| Factor | Question | |--------|----------| | Clarity | Reasonable particularity? | | Scope | Limited in time and subject? | | Relevance | Tied to claims or defenses? | | Burden | Preparation difficulty? | | Privilege | Seeks privileged info? |

Response options: Accept, accept with clarification, narrow (propose limits), object but prepare (avoid sanctions), object and refuse (be ready to litigate).

Output — topic analysis matrix:

| Topic | Assessment | Recommendation | Designee | |-------|------------|----------------|----------| | 1 | Clear, relevant | Accept | [Name] | | 2 | Overbroad | Narrow to [dates] | [Name] | | 3 | Privilege issue | Object; testify on non-privileged aspects | [Name] |

Designee Selection

Criteria: Topic knowledge, preparation capacity, demeanor, availability, authority to speak for corporation.

| Option | Pros | Cons | |--------|------|------| | Most knowledgeable person | Minimal prep | May be poor witness or very senior | | Professional corporate witness | Composed, experienced | Extensive prep needed | | Multiple designees | Deeper per-topic expertise | Gap risks, coordination complexity |

Single designee avoids gaps but requires broader prep. Multiple allow depth but demand clear delineation — every topic must map to a designee with no gaps.

Designee Preparation

The designee must know the corporation's collective knowledge, not just personal knowledge.

Per-topic checklist:

• Documents to review
• People to interview and what they know
• Key facts to master
• Problem areas and how to address them
• Corporation's position on each sub-issue

Preparation sessions:

| Session | Focus | |---------|-------| | 1: Foundation | Walk topics; identify gaps; assign doc review and interviews | | 2: Synthesis | Test knowledge per topic; establish corporate positions; fill gaps | | 3: Practice | Mock exam; binding admission questions; "I don't know" handling |

"I don't know" coaching:

• Acceptable: "The corporation does not have information about that" (after adequate prep)
• Acceptable: "I've reviewed all available documents and interviewed relevant personnel, and the records don't reflect that"
• Problematic: Bare "I don't know" without explaining preparation efforts — signals inadequate preparation
• Problematic: "I wasn't told about that" — same problem

Defending at Deposition

• Preserve objections: Form, beyond noticed topics, assumes facts, calls for speculation
• Instruct not to answer (rare): Attorney-client privilege, work product, questions clearly outside all topics and personal knowledge
• Do not: Coach during breaks, make speaking objections that signal answers, obstruct legitimate questioning
• Post-deposition: Debrief witness, assess errata needs, evaluate re-deposition risk

Pitfalls

• Test every topic against objection categories before finalizing the notice
• Binding admissions are the primary asset when taking — always frame as corporate positions, not individual opinions
• Duty to prepare when defending is absolute — QBE Ins. v. Jorda Enters., 277 F.R.D. 676 (S.D. Fla. 2012) [VERIFY]
• State equivalents vary (e.g., Cal. CCP § 2025.230); always check local rules
• Privilege carve-outs must be explicit in both topic drafting and objection responses
• If using multiple designees, map every topic to a designee with no gaps