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