In the

    United States Court of Appeals
                 For the Seventh Circuit
                     ____________________

Nos. 23-2714 & 24-1029
SIGNAL FUNDING, LLC and SIGNAL FINANCIAL HOLDINGS LLC,
                                     Plaintiffs-Appellants,

                                  v.

SUGAR FELSENTHAL GRAIS & HELSINGER LLP, et al.,
                                    Defendants-Appellees.
                     ____________________

          Appeals from the United States District Court for
          the Northern District of Illinois, Eastern Division.
             No. 1:17-cv-08816 — Joan H. Lefkow, Judge.
                     ____________________

     ARGUED SEPTEMBER 6, 2024 — DECIDED MAY 2, 2025
                 ____________________

   Before RIPPLE, SCUDDER, and ST. EVE, Circuit Judges.
   SCUDDER, Circuit Judge. Signal is a litigation funding com-
pany. One of its executives resigned to start a competing ven-
ture and, in the process of doing so, sought legal advice from
Signal’s outside counsel. What ensued was a protracted dis-
pute between Signal, the executive, and the law firm.
   Before us are claims Signal brought against the law firm
and several of its attorneys. The district court resolved the
2                                      Nos. 23-2714 & 24-1029

claims in favor of the firm and attorneys, some on a motion to
dismiss and others at summary judgment. Signal now appeals
from those rulings. The district court handled the case with
great diligence and care through a series of detailed orders.
We affirm across the board.
                               I
                               A
    Litigation funding involves a financial arrangement
where, in the typical circumstances, third parties unrelated to
a lawsuit provide plaintiffs with capital to cover their costs.
In return, the funder receives a portion of the settlement or
judgment if the case is successful. Pre-settlement funding pro-
vides financial support while a lawsuit remains ongoing,
while post-settlement funding occurs after a settlement has
been reached but before plaintiffs receive their payout. Signal
offers exclusively pre-settlement litigation funding services to
its clients.
    From July 2016 through September 2017, Farva Jafri held
several executive positions at Signal. Sugar Felsenthal Grais
& Helsinger LLP provided legal services to Signal throughout
Jafri’s tenure at the company.
    In July 2017 an individual named Matthew Eager sent an
inquiry to Signal’s general email address. Eager ran an invest-
ment group and asked whether Signal took on outside inves-
tors or knew of any competitors who did. Jafri saw and for-
warded the email to Signal’s chief executive officer, Josh Wan-
der, but Wander never responded to Eager.
   Around this same time, Jafri began planning to start a
competing litigation funding business of her own. While still
employed by Signal, Jafri emailed Eager from her personal
Nos. 23-2714 & 24-1029                                           3

email account in September 2017. She arranged a call with Ea-
ger, provided information regarding her new venture, and
sought his investment. Jafri also solicited investments from
Pete Karnowski, who managed another investment firm, and
Brij Shah, a personal friend. Jafri told Karnowski she was
working with Signal’s chief marketing officer and repre-
sented that she had “staff and technology ready to go” to start
the new venture.
    Jafri resigned from Signal on September 28, 2017. She had
a call with attorneys at Sugar Felsenthal the next day where
they discussed, according to the law firm’s timesheets,
“pre- vs. post-settlement funding and various other matters.”
From there Sugar Felsenthal attorneys helped Jafri incorpo-
rate several new companies, and one attorney at the firm be-
came the registered agent for three of those businesses.
    Continuing to seek funding, Jafri emailed Eager on Octo-
ber 3 to flag the risk of potential litigation if he decided to in-
vest in the competing venture. Jafri relayed that she had spo-
ken with her “attorneys” and, according to them, any lawsuit
filed by her “former investors” would be frivolous. The email
itself did not reveal the names of those “attorneys” or “former
investors.” But Jafri later explained in an affidavit that her ref-
erence to “former investors” meant 777 Partners, LLC—an in-
vestment firm that is Signal’s parent company and sole inves-
tor.
    As to the “attorneys,” Jafri denied that her reference was
to Sugar Felsenthal. But evidence in the record suggests oth-
erwise: Jafri had a call with attorneys at Sugar Felsenthal the
same day she sent her October 3 email. What is more, she
texted a former coworker two days later that Pete Karnowski
wanted to move forward with an investment in the new
4                                      Nos. 23-2714 & 24-1029

venture, with Jafri committing to “get our attorneys on it.”
When her coworker asked who the attorneys were, Jafri
named Sugar Felsenthal.
    Jafri’s maneuver did not go unnoticed. In particular, Sig-
nal’s general counsel, Edward Gehres, learned by mid-Octo-
ber 2017 that Jafri had sought legal advice from Sugar Felsen-
thal. He reacted by emailing Jonathan Friedland, a partner at
Sugar Felsenthal, on October 19. Gehres explained that Jafri
had refused to assist Signal during her transition out of the
company and should be considered “adverse” to them.
Gehres also asked whether Sugar Felsenthal had an attorney-
client relationship with Jafri.
   Friedland replied the next day, October 20, stating, “[N]o,
there was no point in time at which [Sugar Felsenthal] repre-
sented [Jafri] in a manner adverse to Signal. If you are also
asking the broader question of whether we represent [Jafri]
on other matters, I cannot answer that.”
   Friedland emailed again on October 27, terminating Sugar
Felsenthal’s attorney-client relationship with Signal. Jafri had
asked the law firm to “represent her in matters unrelated to
Signal,” Friedland explained, and Jafri’s “future endeavors
may not be completely unrelated to the space in which Signal
operates.” “While not an ethical conflict,” he continued, it was
“a business conflict” that warranted choosing between Signal
and Jafri. Sugar Felsenthal chose Jafri.
   Between November 2017 and June 2018, Jafri received sev-
eral investments in her new venture, including $120,000 from
her personal friend Brij Shah and $350,000 from Matthew Ea-
ger’s investment group. Eager also committed to investing
Nos. 23-2714 & 24-1029                                           5

another $250,000. Pete Karnowski’s investment group ulti-
mately decided not to invest.
                                B
    In time, Signal brought suit in federal district court against
Jafri, several of Jafri’s corporate entities, Signal’s former chief
marketing officer who resigned to join Jafri, Sugar Felsenthal,
and four attorneys from the law firm (Jonathan Friedland,
Vanessa Schoenthaler, Etahn Cohen, and Elizabeth Vandes-
teeg). This appeal concerns only Signal’s claims against Sugar
Felsenthal and the attorneys—Illinois state law claims for le-
gal malpractice, breach of contract, breach of fiduciary duty,
and fraud and fraudulent concealment.
    Signal alleges that Sugar Felsenthal impermissibly had an
attorney-client relationship with the company and, at the
same time, Farva Jafri. Sugar Felsenthal breached its contract
with and ethical duties to the company, Signal continues, by
advising Jafri on directly adverse matters, foremost counsel-
ling Jafri on potential litigation involving Signal and helping
her set up the competing companies. Signal further contends
that Sugar Felsenthal committed fraud by lying about and
concealing its representation of Jafri. And Sugar Felsenthal’s
actions injured Signal, the company insists, by causing it to
wrongfully incur legal fees and lose outside investments.
   The district court issued a series of rulings that are perti-
nent to this appeal.
    Motion to Dismiss. The district court granted Sugar Felsen-
thal’s motion to dismiss Signal’s breach of fiduciary duty
claim under Federal Rule of Civil Procedure 12(b)(6). The dis-
trict court effectively bifurcated the fraud and fraudulent con-
cealment claim, dismissing the fraudulent concealment
6                                      Nos. 23-2714 & 24-1029

theory of liability but allowing the fraudulent misrepresenta-
tion theory—along with the legal malpractice and breach of
contract claims—to proceed to summary judgment. Finally,
the district court granted the defendants’ motion to strike the
request for punitive damages as to the remaining fraudulent
misrepresentation component of the fraud claim.
    Motion to Compel. During discovery Signal deposed Jona-
than Friedland of Sugar Felsenthal. Friedland testified that in
preparation for his deposition he reviewed a December 2017
memorandum, which he wrote to memorialize particular
facts in anticipation of potential litigation with Signal. The
magistrate judge denied Signal’s motion to compel produc-
tion of the memorandum, and the district court affirmed.
   Summary Judgment. The district court granted summary
judgment in favor of Sugar Felsenthal and its four attorneys
on the legal malpractice claim, breach of contract claim, and
fraudulent misrepresentation theory of the fraud claim. This
disposed of all remaining claims against the law firm and at-
torneys.
    Signal’s appeal followed.
                                II
    We begin with a word on our own jurisdiction. Although
claims against other defendants remained pending, the dis-
trict court granted a motion under Federal Rule of Civil Pro-
cedure 54(b) to make final and appealable its grant of sum-
mary judgment on all claims against Sugar Felsenthal and the
four attorneys. See Fed. R. Civ. P. 54(b) (“When an action pre-
sents more than one claim for relief … or when multiple par-
ties are involved, the court may direct entry of a final judg-
ment as to one or more, but fewer than all, claims or parties
Nos. 23-2714 & 24-1029                                         7

only if the court expressly determines that there is no just rea-
son for delay.”). But the district court did not expressly “di-
rect the entry of final judgment,” as required by Rule 54(b).
Signal nevertheless filed an interlocutory appeal from the
grant of summary judgment. We then docketed this appeal
and assigned it case number 23-2714.
    The remainder of the case proceeded against other defend-
ants in the district court and culminated in a final judgment.
Signal then filed a separate notice of appeal, which we dock-
eted and assigned number 24-1029. The district court’s entry
of final judgment, along with our consolidation of the timely
noticed appeals, leaves no doubt therefore about our appel-
late jurisdiction. No proceedings remain pending in the dis-
trict court. See 

.
                               III
    Signal challenges the district court’s dismissal of the
fraudulent concealment theory of the fraud claim, the striking
of its request for punitive damages, the grant of summary
judgment, and the denial of its motion to compel production
of Jonathan Friedland’s December 2017 memorandum. The
district court took great care in its analysis at every stage of
the litigation. We discuss each of its decisions in turn and, af-
ter our own review of the record, find no basis to disagree.
                               A
    We start with the district court’s dismissal of Signal’s
fraudulent concealment theory of fraud liability, which we re-
view without deference. See Camasta v. Jos. A. Bank Clothiers,
Inc., 

 (7th Cir. 2014).
   To avoid dismissal under Rule 12(b)(6), a plaintiff’s com-
plaint must allege enough factual information to “state a
8                                        Nos. 23-2714 & 24-1029

claim to relief that is plausible on its face” and “raise a right
to relief above the speculative level.” Bell Atl. Corp. v.
Twombly, 

 (2007). But fraud claims, like
the one Signal alleges, are subject to a heightened pleading
standard. Rule 9(b) requires plaintiffs to “state with particu-
larity the circumstances constituting fraud.” Fed. R. Civ.
P. 9(b); see Wolin v. Smith Barney Inc., 

 (7th Cir.
1996) (“[F]raudulent concealment is a species of fraud []and
so … must be pleaded with particularity[.]”).
     Signal’s complaint alleged a single claim for “fraud and
fraudulent concealment” against Sugar Felsenthal and four of
its attorneys. The claim centered on the October 20, 2017 email
sent by Jonathan Friedland in which he stated that Sugar
Felsenthal did not represent Farva Jafri in matters directly ad-
verse to Signal and, further, refused to answer whether the
law firm represented Jafri in any other matters. The district
court reasonably understood the claim as seeking relief based
on two separate legal theories: fraudulent misrepresentation
and fraudulent concealment. So the district court separately
analyzed whether Signal plausibly pleaded a claim as to each
theory of fraud.
    Signal’s allegation that Friedland knowingly made a false
statement when he denied any adverse representation of Jafri
by Sugar Felsenthal, the district court found, stated a plausi-
ble claim for relief under a theory of fraudulent misrepresen-
tation. But the district court concluded that Friedland’s re-
fusal to disclose Sugar Felsenthal’s representations of Jafri in
other matters did not present a viable fraud claim on a theory
of fraudulent concealment. Fraudulent concealment, under Il-
linois law, the district court reasoned, requires a duty to
speak, yet Sugar Felsenthal had no duty to disclose non-
Nos. 23-2714 & 24-1029                                          9

adverse, unconflicted representations of other clients like
Jafri. The district court therefore effectively bifurcated Sig-
nal’s fraud claim—dismissing the fraudulent concealment
theory of the claim and allowing the fraudulent misrepresen-
tation theory to go forward.
    But “[a] motion to dismiss under Rule 12(b)(6) doesn’t per-
mit piecemeal dismissals of parts of claims.” BBL, Inc. v. City
of Angola, 

 (7th Cir. 2015). Rather, the ques-
tion at the motion to dismiss stage “is simply whether the
complaint includes factual allegations that state a plausible
claim for relief.” 

    “A claim,” we have explained, “is the set of operative facts
that produce an assertable right in court and create an entitle-
ment to a remedy.” St. Augustine Sch. v. Underly, 

,
352 (7th Cir. 2023). A legal theory, by contrast, “is the vehicle
for pursuing the claim; it may be based on any type of legal
source, whether a constitution, statute, precedent, or admin-
istrative law,” and “[t]he specific theory dictates what the
plaintiff needs to prove to prevail on a claim and what relief
may be available.” 

 Where a plaintiff states a plausible
claim for relief under one discernable legal theory, “we start
and end there.” Bilek v. Fed. Ins. Co., 

, 587 (7th Cir.
2021); see also 

 (“With a viable agency claim on its
actual authority theory, [the plaintiff’s] complaint moves for-
ward at this pleading stage. In reaching this result, we need
not and do not reach [the plaintiff’s] apparent authority and
ratification theories of agency liability.”).
    As applied here, Signal’s fraud “claim” consists of the set
of alleged facts surrounding Sugar Felsenthal’s representa-
tion of Jafri and the statements the law firm’s attorneys made
(or failed to make) to Signal regarding that representation.
10                                      Nos. 23-2714 & 24-1029

Signal sought relief under two distinct legal theories: fraudu-
lent misrepresentation and fraudulent concealment. Once the
district court concluded that Signal plausibly stated a claim
for relief under the fraudulent misrepresentation theory, the
proper course of action was for the district court to “end
there.” 

. Instead, the district court proceeded to ana-
lyze—and ultimately dismiss—the fraudulent concealment
theory of liability. This approach was mistaken. But we con-
clude the error was harmless. Explaining why, however, re-
quires a bit of unpacking.
     Signal itself has not always been clear about the scope of
its fraudulent concealment theory of liability. The company’s
complaint could be understood to allege that Sugar Felsenthal
fraudulently concealed the law firm’s representation of Jafri
in matters adverse to Signal. But it could also be read to sug-
gest more broadly that Sugar Felsenthal wrongfully failed to
disclose any representation of Jafri, regardless of whether it
posed an ethical conflict.
    Some clarity has emerged on appeal. Signal’s opening
brief makes plain that the company contends Jonathan Fried-
land of Sugar Felsenthal refused to disclose adverse, conflict-
ing representations of Jafri—not unconflicted ones. And
when pressed at oral argument about the content of Signal’s
fraudulent concealment theory, counsel pointed to Fried-
land’s affirmative statement denying any adverse representa-
tion of Jafri by Sugar Felsenthal.
    Against this backdrop, we fail to see how dismissal of the
fraudulent concealment theory of liability prejudiced Signal.
The fraudulent misrepresentation aspect of the fraud claim—
which the district court allowed to go forward—concerned
this exact same statement by Friedland. And Signal has not
Nos. 23-2714 & 24-1029                                          11

described what, if any, evidence related to the alleged con-
cealment (as opposed to the affirmative misrepresentation) it
was unable to pursue during discovery. It is unclear to us
what that evidence would be. After all, a false statement about
adverse representations and failure to disclose adverse repre-
sentations are two sides of the same coin. And it is equally
unclear to us how Sugar Felsenthal wrongfully concealing ad-
verse representations resulted in an injury legally distinct
from any that arose out of the alleged false statement by
Friedland about the same adverse representations. Signal, for
its part, does not identify any prejudice in this regard either.
    Further, counsel for Signal agreed at oral argument that an
attorney has no obligation to disclose their representation of
other clients in matters without direct adversity. This conces-
sion makes sense because the point is clear under Illinois law.
    The Illinois Rules of Professional Conduct require attor-
neys to disclose representations of clients that are directly ad-
verse and, as a result, present a conflict of interest. See Ill. R.
Prof’l Conduct R. 1.7(b)(4) (2010) (requiring a client to give
“informed consent” before a lawyer may represent a client
where the representation involves a concurrent conflict of in-
terest); 

 R. 1.7(a) (defining a conflict of interest as where
“the representation of one client will be directly adverse to
another client” or “there is a significant risk that the represen-
tation of one or more clients will be materially limited by the
lawyer’s responsibilities to another client”). But not so for rep-
resentations that do not present such a conflict.
    While Rule 1.6(b)(7) allows an attorney to disclose infor-
mation to “detect and resolve conflicts of interest if the re-
vealed information would not prejudice the client,” such dis-
closure is only permissive, not mandatory. 

 R. 1.6(b)(7).
12                                        Nos. 23-2714 & 24-1029

Indeed, the comments make clear that a lawyer’s decision not
to disclose does not violate the Rules. See 

 R. 1.6 cmt. 17.
    A duty to disclose unconflicted representations of other
clients, therefore, finds no support in the Illinois Rules of Pro-
fessional Conduct. And Signal has failed to point to any
source of law otherwise establishing such a duty. Put another
way, because Signal could not allege that Sugar Felsenthal
“was under a duty to disclose” the law firm’s unconflicted
representations of Jafri, the company had no possible basis for
relief on this theory of fraudulent concealment at summary
judgment. Connick v. Suzuki Motor Co., 

 (Ill.
1996); see also Moore v. Pendavinji, No. 1-23-1305, 

, at *7 (Ill. App. Ct. Oct. 15, 2024) (explaining that “fail-
ure to establish … a duty to speak[] is fatal to a claim of fraud-
ulent concealment”).
   In the final analysis, then, we conclude that the district
court’s mistaken bifurcation of Signal’s fraud claim and dis-
missal of the fraudulent concealment theory of liability was
harmless.
                                 B
    We come next to Signal’s challenge to the district court’s
entry of summary judgment in favor of Sugar Felsenthal and
its attorneys.
    We review a district court’s decision with a fresh set of
eyes, asking whether any genuine issue of material fact exists
and, if not, whether Sugar Felsenthal is entitled to judgment
as a matter of law. See Fed. R. Civ. P. 56(a). The law considers
a dispute genuine “if the evidence is such that a reasonable
jury could return a verdict for the nonmoving party.” Ander-
son v. Liberty Lobby, Inc., 

 (1986). “As to
Nos. 23-2714 & 24-1029                                        13

materiality,” the Supreme Court has explained, “the substan-
tive law will identify which facts are material.” 

 And in con-
ducting this inquiry, we construe the facts and draw all rea-
sonable inferences in favor of Signal as the party opposing
summary judgment. See 

.
    Recall that three of Signal’s claims against Sugar Felsen-
thal and its attorneys survived dismissal: legal malpractice,
breach of contract, and fraud—albeit the latter limited to a
fraudulent misrepresentation theory of liability. The district
court concluded that each claim failed at summary judgment
because the record contained insufficient evidence on which
a reasonable jury could find in favor of Signal. Upon review-
ing the record in light of Illinois law governing Signal’s
claims, we agree. The district court properly granted sum-
mary judgment on the malpractice and breach of contract
claims, and on appeal Signal has waived any challenge to the
award of summary judgment on the fraudulent misrepresen-
tation theory of fraud liability.
    Legal Malpractice. A claim for legal malpractice under Illi-
nois law requires “(1) an attorney-client relationship, (2) a
negligent act or breach, (3) proximate cause, and (4) dam-
ages.” Hefferman v. Bass, 

 (7th Cir. 2006) (cit-
ing Webb v. Damisch, 

 (Ill. App. Ct. 2005)).
“The proximate cause element of this claim,” Illinois courts
have emphasized, “requires that the plaintiff must plead facts
sufficient to show that but for the attorney’s malpractice, the
client would have been successful in the undertaking the at-
torney was retained to perform.” Owens v. McDermott, Will &
Emery, 

 (Ill. App. Ct. 2000).
   The alleged malpractice here centers on Sugar Felsenthal’s
legal advice to Farva Jafri on matters directly adverse to
14                                     Nos. 23-2714 & 24-1029

Signal—counseling her on potential litigation involving Sig-
nal and helping her set up the competing litigation funding
companies. Sugar Felsenthal’s conflicted legal advice injured
Signal, the company urges, by causing it to lose outside in-
vestments to Jafri’s venture.
    Viewing the facts, as we must, in the light most favorable
to Signal, a jury could conclude that Sugar Felsenthal advised
Jafri on the prospect of litigation with Signal should Matthew
Eager invest in her competing venture. Jafri’s email to Eager
reported that she had discussed the litigation risk of Eager’s
investment with her attorneys, her affidavit confirmed that
Eager worried about a potential lawsuit by Signal’s parent
company, and Jafri’s text messages—combined with the law
firm’s billing entries—would allow a reasonable jury to infer
that attorneys at Sugar Felsenthal provided the legal advice in
question.
    But even assuming Sugar Felsenthal breached a duty of its
attorney-client relationship by providing this advice or help-
ing Jafri incorporate the entities for her competing venture,
there is no evidence that, as a result, Sugar Felsenthal caused
Signal to lose any investors. Signal points to the investments
Eager and Brij Shah made in Jafri’s new litigation funding
business. But the affidavits of Eager and Shah demonstrate
that any investment by either of them in Signal would have
been purely speculative and not necessarily mutually exclu-
sive with one in Jafri’s venture. Shah further explained that he
chose to invest with Jafri because they are friends and indeed
had never heard of litigation funding, let alone Signal, before
Jafri reached out to him. And when Eager emailed Signal ask-
ing whether the company took on outside investors, Signal’s
chief executive officer never responded to the inquiry. We see
Nos. 23-2714 & 24-1029                                         15

no basis on which a jury could find that Signal would have
accepted an investment offer from Eager if he had extended
one.
   On this record, Signal cannot establish that Sugar Felsen-
thal’s legal advice resulted in any harm to the company. So
we conclude the district court properly granted summary
judgment in favor of the law firm and its attorneys.
     Breach of Contract. Signal’s breach of contract claim sur-
vived dismissal as an alternative theory of recovery to the le-
gal malpractice claim. See Collins v. Reynard, 

 (Ill. 1992) (“[A] complaint against a lawyer for profes-
sional malpractice may be couched in either contract or tort
and that recovery may be sought in the alternative.”). Under
Illinois law, a contract claim for malpractice likewise requires
a plaintiff to prove that the attorney’s breach proximately
caused injury to the plaintiff. See Timothy Whelan L. Assocs.,
Ltd. v. Kruppe, 

 (Ill. App. Ct. 2011). Signal’s
breach of contract claim, therefore, fails for the same reasons
as its legal malpractice claim.
    Fraudulent Misrepresentation. The surviving portion of Sig-
nal’s fraud claim alleges that Sugar Felsenthal’s Jonathan
Friedland falsely stated the law firm did not represent Jafri in
any matter adverse to Signal, causing injury in the form of at-
torney’s fees the company paid after that alleged misrepre-
sentation. But when the claim reached summary judgment,
the district court pointed to evidence that Signal paid no at-
torney’s fees following the date of the alleged misrepresenta-
tion. Because the company did not suffer injury as a result of
any fraud, the district court entered summary judgment for
Sugar Felsenthal on this claim too.
16                                       Nos. 23-2714 & 24-1029

    We see no basis to disagree with the district court’s chain
of reasoning. And we can stop short of elaborating further
and reaching any definitive conclusion, for Signal faces a big-
ger hurdle: waiver. Failure to develop an argument on appeal
results in waiver. See Greenbank v. Great Am. Assurance Co., 

, 629 (7th Cir. 2022) (finding waiver where party gen-
erally asserted they were entitled to summary judgment as to
all their claims but failed to make specific arguments on ap-
peal as to individual claims). And that is what happened here.
    The statement of issues Signal presented in its opening
brief limited itself to the summary judgment rulings on the
legal malpractice and breach of contract claims. And the sub-
stance of its brief similarly does not contest the district court’s
summary judgment ruling as to fraudulent misrepresenta-
tion. Because Signal has failed to articulate a basis upon which
to reverse the district court’s summary judgment ruling with
respect to the fraudulent misrepresentation theory of its fraud
claim, the company has waived any contention that we
should do so.
                                C
    Our rulings in connection with the motion to dismiss and
summary judgment eliminate the need to resolve whether the
district court committed any error in striking Signal’s request
for punitive damages on its fraud claim. Because we have af-
firmed the district court’s dismissal of the fraudulent conceal-
ment component of the fraud claim and because Signal has
waived any challenge on appeal to the grant of summary
judgment regarding the fraudulent misrepresentation theory
of fraud liability, there is no need to address the appropriate
remedy for a claim that has not survived.
Nos. 23-2714 & 24-1029                                        17

   By the same token, Signal’s motion to certify to the Illinois
Supreme Court the question of the propriety of its request for
punitive damages is denied as moot.
                               D
    That brings us in closing to Signal’s challenge to the dis-
trict court’s discovery ruling. The discovery dispute centers
on a document prepared by Jonathan Friedland of Sugar
Felsenthal. Friedland explained during his deposition that,
expecting future litigation with Signal, he wrote a memoran-
dum to the file in December 2017 to memorialize his under-
standing of the facts at the time. And he testified that he re-
read this memorandum before Signal deposed him.
    Signal requested a copy of Friedland’s memorandum in
discovery. The company does not contest that the memoran-
dum finds protection in the work product doctrine, which
generally shields from discovery “documents prepared by at-
torneys in anticipation of litigation for the purpose of analyz-
ing and preparing a client’s case.” Sandra T.E. v. S. Berwyn Sch.
Dist. 100, 

 (7th Cir. 2010). But, because Fried-
land reviewed this memorandum to prepare for his deposi-
tion, Signal urges that it is nevertheless entitled to the docu-
ment pursuant to Federal Rule of Evidence 612. The magis-
trate judge denied Signal’s motion to compel production, and
the district court affirmed.
    Our review of a district court’s discovery ruling is defer-
ential, as we reverse only for abuse of discretion. See Scott v.
Chuhak & Tecson, P.C., 

 (7th Cir. 2013). A court
does not abuse its discretion, we have underscored, unless
“(1) the record contains no evidence upon which the court
could have rationally based its decision; (2) the decision is
18                                      Nos. 23-2714 & 24-1029

based on an erroneous conclusion of law; (3) the decision is
based on clearly erroneous factual findings; or (4) the decision
clearly appears arbitrary.” Gile v. United Airlines, 

 (7th Cir. 1996).
     Rule 612 provides that when witnesses use a writing to re-
fresh their memory before testifying, “an adverse party is en-
titled to have the writing produced” if the district court de-
cides that “justice requires” production of the document. Fed.
R. Evid. 612.
    We have not had occasion to address what a moving party
must establish to obtain a document under the Rule. But the
Rule’s advisory committee notes make clear that production
is “limited only to those writings which may fairly be said in
fact to have an impact upon the testimony of the witness.”
Fed. R. Evid. 612 advisory committee’s notes to the 1972 pro-
posed rules. And our fellow circuit courts have held that a
witness’s review of the document in question must have ac-
tually influenced their testimony. See, e.g., Sporck v. Peil, 

, 318–19 (3d Cir. 1985) (granting mandamus to vacate
a Rule 612 production order where deposing counsel failed to
lay foundation that the deponent’s answers to “specific areas
of questioning were informed by documents he had re-
viewed”); In re Kellogg Brown & Root, Inc., 

(D.C. Cir. 2015) (explaining that an adverse party is not enti-
tled to a document under Rule 612 “unless the writing influ-
enced the witness’s testimony” (quoting 4 Jack B. Weinstein
& Margaret A. Berger, Weinstein’s Federal Evidence
§ 612.04(2)(b)(i) (2d ed. 1997))).
   These principles find straightforward application to the
discovery dispute before us. Friedland testified that he wrote
the memorandum in December 2017, after Signal threatened
Nos. 23-2714 & 24-1029                                         19

suit and suggested Sugar Felsenthal put its insurance carrier
on notice, and later reread it prior to his deposition. But Signal
failed to lay the proper foundation that Friedland’s review of
the memorandum refreshed his recollection or influenced any
aspect of his deposition testimony. So, after examining the
deposition transcript, the magistrate judge determined that it
did not.
    Like the district court, we see no clear error in that finding
of fact. To the contrary, Signal’s own brief on appeal confirms
that Friedland’s memory was not refreshed. It complains, for
example, that during his deposition Friedland could not recall
essential facts about Sugar Felsenthal’s work for Farva Jafri or
the law firm’s conflicts analysis in connection with that repre-
sentation. If Friedland recalled next to nothing about the Jafri
representation, it is hard to see how his memorandum re-
freshed his memory about that same representation. We
therefore have little trouble concluding that Rule 612 does not
entitle Signal to a copy of the memorandum.
   Our conclusion allows us to leave for another day the
question of how to properly resolve the tension between
Rule 612 and the work product doctrine in circumstances
where a witness does refresh their memory with a protected
writing. See 28 Charles Alan Wright & Victor J. Gold, Federal
Practice & Procedure: Evidence § 6188 (2d ed. 2012) (describing
divergent approaches taken by courts).
   For all of these reasons, then, we AFFIRM.