The following e-filed documents, listed by NYSCEF document number (Motion 007) 207, 208, 209, 210, 211, 212, 213, 214, 215, 216, 217, 218, 219, 220, 221, 222, 223, 224, 225, 226, 227, 228, 229, 230, 231, 232, 233, 234, 235, 236, 237, 238, 239, 240, 241, 242, 243, 244, 245, 248, 249, 250, 251, 252, 253, 254, 255, 256, 257, 258, 259, 260, 261, 262, 263, 264, 276, 311, 331, 332, 333, 337, 338, 339, 340, 341, 342, 343, 344 were read on this motion to/for ORDER OF PROTECTION. The following e-filed documents, listed by NYSCEF document number (Motion 009) 312, 313, 314, 315, 316, 317, 318, 335, 336, 345, 346, 347, 348, 349, 350, 351, 352, 353, 354, 355, 356 were read on this motion to/for DISCOVERY. DECISION ORDER ON MOTION Upon the foregoing documents and as set forth on the record (5/26/2021), BML Properties Ltd.’s (BMLP) motions for (i) a protective order (mtn. seq. no. 007) and (ii) to compel (mtn. seq. no. 008) are both granted. In brief, BMLP alleges a massive fraud by the defendants — three affiliated corporate entities, CCA Construction Inc. (CCA), CCA Bahamas Ltd. (CCAB), and CSCEC Bahamas Ltd. (CSCECB) — in connection with the development of the Baha Mar resort in the Bahamas. BMLP claims that the defendants acting as alter egos and/or successors in interest for one another, and as an investor in and construction manager for the project, defrauded it with regard to timely project completion, ultimately leading to the loss of, among other things, BLMP’s nearly billion-dollar equity investment in the project and the expected profits therefrom. I. The Motion for a Protective Order Must be Granted At issue in the motion for a protective order is the defendants’ use, as evidence, of two legal opinions and valuations quoting from these legal opinions (together, the Legal Opinions) prepared by law firms analyzing the potential legal claims of Baha Mar Ltd. (Baha Mar) against the defendants and their affiliates and any counterclaims such parties may have. Baha Mar is not a party to this action and its corporate affiliation with BMLP was severed when Baha Mar went into receivership. However, BMLP objects to use of these Legal Opinions because it contends that it shared Baha Mar’s privilege either as a joint client or due to a common legal interest. Therefore, BMLP has moved for a protective order over these documents. The defendants object, arguing that the Legal Opinions were prepared solely for Baha Mar, not BMLP, and that BMLP cannot assert any privilege as to these Legal Opinions. Put simply, the defendants are wrong. BMLP has established a joint privilege over the Legal Opinions by submitting two attorney affidavits stating that they provided the Legal Opinions as counsel to BMLP, as well as two affidavits from BMLP officers attesting to that same understanding. To the extent that BMLP’s president, Thomas M. Dunlap, was unclear about this in his prior deposition testimony on August 7, 2015, he has clarified his prior testimony in his affidavit dated April 8, 2021: 5. In connection with the bankruptcy, I gave deposition testimony in my individual capacity regarding all 15 Debtors. At my Aug. 7, 2015 deposition, I was asked: “What is your position at the debtor?” I answered, “I am the president of Baha Mar Limited, amongst other entities.” I testified that I was also chairman, president, and director of debtor Northshore Mainland Services. I also testified that I was the President of each of the other debtors (including the Plaintiff BML Properties Limited) and had been since August 2012: Q And that you are president of each of the other debtors? A Correct. Q And have been so since August 2012? A Yes, sir. (Doc. No. 307 at 22). This testimony was accurate, including as to Plaintiff BML Properties Ltd. 6. Later in the August 7, 2015 deposition, I was asked again whether I had a position with BML Properties Ltd. Contrary to my earlier, accurate testimony, I said, “No, sir, I don’t believe I do.” (Doc. 307 at 44). That was incorrect. As indicated above, I had been President of BML Properties Ltd. since 2012. My mistake was never corrected. 7. At my August 26, 2015 deposition, I was asked, “Does Baha Mar Properties Limited engage in any business activities other than being an investor in Baha Mar Limited?” I responded: “I do not believe so.” (Doc. 308 at 99). This testimony should have been more precise. BML Properties Ltd. was the majority investor and voting shareholder in Baha Mar Ltd. and, in that capacity, was the “day-to-day manager of Baha Mar Ltd. and its subsidiaries.” (Doc. 217). While BML Properties Ltd.’s role as “day-to-day manager” arose from its position as investor in Baha Mar Ltd., my testimony could have given the misleading impression that BML Properties Ltd. was solely a passive investor and not the day-to-day manager. (NYSCEF Doc. No. 333,
