Toyota Motor Sales, U.S.A., Inc. v. Allen Interchange LLC

U.S. District Court, District of Minnesota October 18, 2024

Trial Court Opinion

UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA

Toyota Motor Sales, U.S.A., Inc., No. 22-cv-1681 (KMM/JFD)

Plaintiff,

v. ORDER

Allen Interchange LLC, et al.,

Defendants.

Defendant and Counterclaimant Allen Interchange LLC (“Allen”) objects to a
portion of United States Magistrate Judge John F. Docherty’s August 1, 2024 Order
(“August 1st Order”) addressing several cross-motions to compel and motions for
protective order. Aug. 1 Order (Doc. 224); Def.’s Appeal (Doc. 227). Allen raises two
issues in this appeal. First, Allen appeals the denial of its motion to compel an unredacted
version of a 30-page agreement between Plaintiff and Counter-defendant Toyota Motor
Sales, U.S.A., Inc. (“TMS”) and the owner of the trademarks asserted by TMS, which
August 1st Order refers to as “Toyota Japan.” Second, Allen filed a request for
reconsideration of another portion of the August 1st Order on the same day it filed its
appeal, Def.’s Letter (Doc. 226), and asserts that it appeals the August 1st Order to this
Court “in an abundance of caution.” Def.’s Appeal 2. Here, Allen asks the Court to review
Judge Docherty’s denial of its request for an order compelling TMS to produce agreements
between TMS and other Toyota distributors and sub-distributors, except as to agreements
with 10 randomly selected distributors located in Minnesota.
Magistrate judges can hear nondispositive motions in the first instance, subject to
district court reversal only where the decision is “clearly erroneous or contrary to law.”
Fed. R. Civ. P. 72(a); D. Minn. LR 72.2(a)(3). This standard of review is “extremely

deferential” to the magistrate judge’s decision. Scott v. United States,

552 F. Supp. 2d 917, 919

 (D. Minn. 2008). Clear error exists when, in a review of the entire record, the District 
Court “is left with the definite and firm conviction that a mistake has been committed,” 
even if there is evidence to support the position. Shukh v. Seagate Technology, LLC,

295 F.R.D. 228, 235

 (D. Minn. 2013) (quotations omitted). A magistrate judge’s finding is 

contrary to law when it fails to apply or misapplies the relevant law. Knutson v. Blue Cross 
& Blue Shield of Minn.,

254 F.R.D. 553, 556

 (D. Minn. 2008). However, courts rarely find 
magistrate judge decisions contrary to law in the absence of controlling authority. See In 
re Bair Hugger Forced Air Warming Devices Prods. Liab. Litig., MDL No. 15–2666 
(JNE/FLN),

2017 WL 1373257

, at *3 (D. Minn. Apr. 13, 2017); United States v. Boston 

Sci. Corp., No. 11-cv-2453 (JNE/SER),

2019 WL 4052327

, at *2 (D. Minn. Aug. 28, 
2019).                                                                    
    Allen has not shown that either aspect of the August 1st Order that Allen challenges 
in its appeal is clearly erroneous or contrary to law. With respect to the request for the 
entirely unredacted agreement between TMS and Toyota Japan, the Court finds that Judge 

Docherty’s  assessment  of  the  efforts  Allen  made  in  the  pre-motion  meet-and-confer 
process and his determination that the redacted portions of the agreement contain highly 
sensitive information were not clearly erroneous. Aug. 1 Order 20–21. Nor did Judge 
Docherty misapply relevant law when he determined that the general proposition that 
courts construe agreements as a whole did not also support “any special justification to 
require the disclosure of the entire highly sensitive agreements at issue.”

Id.

 (discussing 
Kroma Makeup EU, LLC v. Boldface Licensing + Branding, Inc.,

920 F.3d 704, 709

 (11th 

Cir. 2019)).                                                              
    Turning to the issue of production of distributor and sub-distributor agreements, the 
Court  finds  that  this  aspect  of  Allen’s  appeal  was  prematurely  filed.  Allen  had  a 
simultaneously  pending  request  for  reconsideration  of  this  issue  based  on  a 
misapprehension  of  where  distributorships  were  located.  That  misapprehension  was 

evident in the August 1st Order’s requirement of production of agreements with Minnesota 
distributors that do not exist, which the parties have since clarified. After the August 1st 
Order was issued, TMS agreed to produce a subset of the five possible distributorship 
agreements  that  are  at  issue—the  SET  and  GST  agreements.  Allen  also  wants  the 
agreements with distributors covering Guam, Hawaii, and Puerto Rico. Def.’s Appeal 6–

7, 15–16. Judge Docherty discussed the reconsideration request during  a hearing on 
September 16, 2024. See 9/14/2024 Hr’g Tr. 25:6–33:24 (Doc. 250). After hearing the 
parties on this issue, Judge Docherty explained: “I’m going to require Toyota to furnish 
the distributor agreement for Puerto Rico because it’s close to the wire but I’m not going 
to require Guam and Hawaii.”

Id.

 33:17–19. In its current appeal, Allen asks the Court to 

order production of all of the distributors depending on the outcome of the reconsideration 
request. However, given the subsequent developments, it is unclear whether Allen wishes 
to make an argument that Judge Docherty’s decision to order production of just the Puerto 
Rico distributor agreement is contrary to law or clearly erroneous. And without any specific 
argument from Allen about Judge Docherty’s reconsideration of the issue during the 
September  14th  hearing,  the  Court  cannot  assess  whether  his  decision  was  clearly 
erroneous or contrary to law.1 Accordingly, the Court overrules this objection to the August 

1st Order as prematurely filed.                                           
    For these reasons, Allen’s objections to Magistrate Judge John F. Docherty’s August 
1st Order are OVERRULED, and Magistrate Judge John F. Docherty’s August 1st Order 
is AFFIRMED as set forth herein.                                          

Date: October 18, 2024          s/Katherine Menendez                     
                                Katherine Menendez                       
                                United States District Judge             














1 It is difficult to imagine how Allen would make such a showing.