ASPEN TECHNOLOGIES GROUP, LLC vs CALIFORNIA DEPARTMENT OF TECHNOLOGY, et al.

24CV015294: ASPEN TECHNOLOGIES GROUP, LLC vs CALIFORNIA DEPARTMENT OF TECHNOLOGY, et al. 09/08/2026 Hearing on Motion - Other for Determination of Privilege Claims Pursuant to CCP 2031.285 in Department 16C

Tentative Ruling

Defendants California Department of Technology’s (“CDT”) and California Department of Motor Vehicles’ (“DMV”) (collectively, “Defendants”) motion for determination of privilege pursuant to Code of Civil Procedure section 2031.285, subdivision (d) is ruled upon as follows.

Defendants have conditionally lodged documents in support of the motion. CRC rule 2.550(3) provides that the rules governing sealing of documents do not apply to discovery motions and records filed or lodged in connection with discovery motions or proceedings. Thus, no express findings pursuant to CRC Rule 2.550 are required. As a result, the clerk is directed to file and seal the conditionally lodged document.

Overview

This action concerns contracts entered into between Plaintiff Aspen Technologies Group, LLC, previously known as Aspen Technology Group, Inc. (“Plaintiff”), and Defendants for Plaintiff to provide services for the development, deployment and hosting of a cloud-based contact center and automation service for DMV. Plaintiff contends that, starting in or about March 2021, it continuously delivered platforms, automation, bots and provided services under the subject contracts. (Second Amended Complaint [“SAC”] at ¶ 11.) Plaintiff further contends that, despite its performance of these services, Defendants have disputed, rejected, and thus failed to pay millions of dollars in invoices submitted in early 2023. (Id., at ¶¶ 12, 15 and Exhibit C.) Plaintiff alleges that Defendants dispute, inter alia, that Plaintiff’s services were billed at market rate. (Id., at ¶ 12.)

By way of the instant motion, Defendants request that this Court determine that Plaintiff’s claim of privilege over certain documents is improper and further that the Court set aside Plaintiff’s request for clawback of those documents. (Notice of Motion at 2:6-10.)

The challenged privilege was made in connection with Defendants’ request for production (set one), which consisted of forty-eight requests and was propounded on April 29, 2025. (Declaration of Donny Le [“Le Decl.,”], at ¶ 5, and Exhibit 1.) On July 30, 2025, Plaintiff produced approximately 5,905 documents responsive to those requests. (Id., at ¶ 7.)

24CV015294: ASPEN TECHNOLOGIES GROUP, LLC vs CALIFORNIA DEPARTMENT OF TECHNOLOGY, et al. 09/08/2026 Hearing on Motion - Other for Determination of Privilege Claims Pursuant to CCP 2031.285 in Department 16C

On December 12, 2025, Plaintiff sent a clawback request, thereby identifying 36 documents as “inadvertently produced” which Plaintiff had previously designated as responsive to Request for Production No. 44.[1] (Id., at ¶ 9 and Exhibits 4 and 5.) Defendants represent that the parties then engaged in multiple meet-and-confer exchanges, during which Plaintiff amended its privilege log twice, resulting in the operative “Second Amended Clawback Request” dated January 20, 2026. (Id., at ¶¶ 9-17.) The Second Amended Clawback Request reduced the clawback from 36 documents to 27. (Id., at ¶ 17.) Defendants represent that of the remaining 27 documents, they agreed to destroy 16 of those documents, but that the parties reached an impasse as to the remaining 11 documents now at issue in this motion (the “Disputed Documents”). (Id., at ¶¶19-24.)

Defendants explain that, with the exception of one document, Plaintiff asserted an identical privilege claim for the 27 documents it sought to clawback as follows:

FINANCIAL PRIVACY PRIVILEGE, CIVIL CODE 3294, 3295, FINANCIAL CONDITION OF PLAINTIFF. Defendants are precluded from seeking discovery of Plaintiff's’ financial condition until there is a verdict in this trial that Plaintiff committed acts of malice, oppression or fraud. Jabro v. Superior Court, 95 Cal. App. 4th 754, 756-757 (2002); Soto v. BorgWarnerMorse TEC, Inc., 239 Cal. App. 4th 165, 193-194 (2015), or until Defendants have prevailed on a motion under Civil Code 3295 (c) to obtain an order allowing such financial condition discovery. This means that financial condition information is not discoverable until there is a verdict against Plaintiff that it committed acts of malice, oppression or fraud.

(Id., at ¶ 17, Exhibit 14.)

Defendants further explain that the parties agreed that Plaintiff’s Second Amended Clawback Request sent on January 20, 2026 constituted the operative request and that Defendants had until February 20, 2026 (30 days) to file their motion for determination of privilege. (Id., at ¶ 18.)

Defendants filed the present motion on February 18, 2026.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV015294: ASPEN TECHNOLOGIES GROUP, LLC vs CALIFORNIA DEPARTMENT OF TECHNOLOGY, et al. 09/08/2026 Hearing on Motion - Other for Determination of Privilege Claims Pursuant to CCP 2031.285 in Department 16C

Moving Papers. As stated above, Defendants assert that they agreed to destroy 16 of the documents Plaintiff sought to claw back leaving 11 Disputed Documents, which Defendants have submitted to the Court conditionally under seal as Exhibits A through K. In their moving papers, Defendants describe the Disputed Documents as follows:

 Exhibits A-E: “These documents are [Plaintiff’s] income statements for periods encompassed by the underlying billing dispute. [Plaintiff’s] income statements disclose payments to Amazon Web Services (AWS) that directly relate to [Plaintiff’s] own allegations that ‘[Plaintiff’s] services were billed at market rate.’” (Moving MPA at 9:25-10:3.)

 Exhibit F: “This document is a schedule of [Plaintiff’s] revenue recognition on various projects. The schedule identifies [Plaintiff’s] other government customers who are not charged at the same rates that [Plaintiff] is attempting to charge Defendants for similar bot services. (Id., at 10:5-8.)

 Exhibits G-I: “These documents are [Plaintiff’s] Accounts Receivable and Prepaid Revenue for its customers for periods encompassed in the underlying billing dispute. The documents identify [Plaintiff’s] other government customers who are not charged at the same rates that [Plaintiff] is attempting to charge Defendants for similar bot services.” (Id., at 10:12-16.)

 Exhibits J and K: “These documents are [Plaintiff’s] Accounts Payable Aging for periods encompassed in the underlying billing dispute. These documents disclose liabilities to AWS that directly relate to [Plaintiff’s] own allegations that its ‘services were billed at market rate.’” (Id., at 10:19-22.)

Defendants contend that the Disputed Documents are relevant to Plaintiff’s own allegations and to Defendants’ defenses because the Disputed Documents are “probative of whether [Plaintiff]: (1) used the CALNET catalog bot services SKU in the manner alleged (SAC, ¶ 49); (2) billed ‘at market rate’ as it repeatedly represents (SAC, ¶¶ 11, 12, 22, 37, 46); and (3) used internal accounting practices that support or undermine the $15.6 million back-bill it now demands.” (Id., at 11:27-12:2.) Defendants add that Plaintiff’s billing practices goes to the core of this breach of contract action and that that the Disputed Documents are “contemporaneous evidence that can test [Plaintiff’s] market-rate

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV015294: ASPEN TECHNOLOGIES GROUP, LLC vs CALIFORNIA DEPARTMENT OF TECHNOLOGY, et al. 09/08/2026 Hearing on Motion - Other for Determination of Privilege Claims Pursuant to CCP 2031.285 in Department 16C

representation and can either corroborate or undermine the legitimacy of the $15.6 million in disputed invoices Aspen now seeks to recover.” (Id., at 12:3-20.)

Defendants further challenge Plaintiff’s asserted “financial privacy privilege,” arguing that the Evidence Code recognizes no such privilege and that the California Constitution, at Article I, Section 1, protects the privacy rights of people, not corporations. (Id., at 13:3-17.) Finally, Defendants contend that Civil Code sections 3294 and 3295 are inapplicable because these “sections are procedural” and only “govern when and how a plaintiff may obtain pretrial discovery of a defendant’s financial condition for the purposes of determining the amount of punitive damages.” (Id., at 14:3-11.)

However, Defendants argue that they do not seek the documents to assess Plaintiff’s net worth for exemplary damages. (Id., at 14:12-14.) Rather, Defendants contend that these documents were produced in response to a document request that sought documents supporting Plaintiff’s own allegations. (Id., at 14:14-17.)

Opposition. Plaintiff takes issue with Defendant’s argument that the Disputed Documents are relevant to Plaintiff’s billing allegations and Defendants’ defenses. In this regard, Plaintiff argues that “the Disputed Documents are aggregate financial instruments that do not isolate cost inputs for any single contract, and Defendants’ theory conflates the price [Plaintiff] charged with the distinct question of whether [Plaintiff] correctly applied the CALNET catalog bot services SKU.” (Opposition at 2:19-22.)

Plaintiff further contends that Defendants' assertion that no financial privacy protection exists for a corporation is erroneous as “California courts recognize that corporations possess a right to financial privacy, and the governing framework is a balancing test that weighs the discovery’s relevance against the corporate right of privacy—a test that here weighs decisively in Plaintiff’s favor.” (Id., at 2:23-26.) Finally, Plaintiff contends that pretrial discovery of Plaintiff’s financial condition is barred by Civil Code section 3295 because Defendants have asserted no claim for punitive damages. (Id., at 2:26-28.)

Reply. Defendants reiterate that the Disputed Documents are relevant because Plaintiff put its own financial records at issue. (Reply at 2:22-23.) Defendants further maintain no statutory financial privacy privilege exists to protect the records, but that even if a corporate privacy interest is assumed to exist, the governing balancing test weighs the relevance of the discovery against the claimed privacy interest; and that here, the balance tips in favor of disclosure. (Id., at 4:9-5:6.)

Discussion

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV015294: ASPEN TECHNOLOGIES GROUP, LLC vs CALIFORNIA DEPARTMENT OF TECHNOLOGY, et al. 09/08/2026 Hearing on Motion - Other for Determination of Privilege Claims Pursuant to CCP 2031.285 in Department 16C

Code of Civil Procedure section 2031.285 subdivision (a) provides that, where electronically stored information (“ESI”) is produced in discovery that is subject to a claim of privilege, or the work product doctrine, the party making the claim may notify the party that received the information of the claim and the basis for the claim. “After being notified of a claim of privilege or of protection under subdivision (a), a party that received the information shall immediately sequester the information and either return the specified information and any copies that may exist or present the information to the court conditionally under seal for a determination of the claim.” (Code Civ.

Proc., § 2031.285 subd., (b).) A party that received the information subject to the claim is precluded from using or disclosing the information prior to the claim of privilege being resolved. (Id., at § 2031.285 subdivision (c)(1).) “If the receiving party contests the legitimacy of a claim of privilege or protection, he or she may seek a determination of the claim from the court by making a motion within 30 days of receiving the claim and presenting the information to the court conditionally under seal.” (Id., at § 2031.285 subd., (d)(1).) “Until the legitimacy of the claim of privilege or protection is resolved, the receiving party shall preserve the information and keep it confidential and shall be precluded from using the information in any manner.” (Id., at 2031.285 subd., (d)(2).)

This motion is timely. As is apparent from Defendants’ papers, the parties agreed that Defendants had until February 20, 2026 to file this motion, and the motion was filed by February 18, 2026. Defendants have also presented the Disputed Documents to the Court conditionally under seal as required by Code of Civil Procedure section 2031.285.

While it appears that Defendants have properly complied with the requirements of Code of Civil Procedure section 2031.285, it is not clear to the Court that Plaintiff made a proper request to clawback the Disputed Documents pursuant to Code of Civil Procedure section 2031.285. In this regard, the Court reiterates that section 2031.285 subdivision (a) provides:

If electronically stored information produced in discovery is subject to a claim of privilege or of protection as attorney work product, the party making the claim may notify any party that received the information of the claim and the basis for the claim.

As cited by Defendants in their moving papers, Evidence Code section 911 subdivision (b) provides that, except as provided by statute, “[n]o person has a privilege to refuse to disclose any matter or to refuse to produce any writing, object, or other thing.”

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV015294: ASPEN TECHNOLOGIES GROUP, LLC vs CALIFORNIA DEPARTMENT OF TECHNOLOGY, et al. 09/08/2026 Hearing on Motion - Other for Determination of Privilege Claims Pursuant to CCP 2031.285 in Department 16C

However, here, Plaintiff claims that Defendants assert the same privilege claim for the Disputed Documents: “financial privacy privilege, Civil Code 3294, 3295, financial condition of Plaintiff.” Plaintiff’s do not provide any statutory authority, nor can the Court locate any legal authority, to support Plaintiff’s assertion of a “financial privacy privilege.” Nor do Civil Code sections 3294 and 3295 provide any rights or privileges in this regard. Again, Code of Civil Procedure section 2031.285 provides for a mechanism by which a party can claw back inadvertently produced ESI that “is subject to a claim of privilege or of protection as attorney work product.” (Code Civ.

Code § 2031.285 subd. (a).) As is clear from the statutory language, a party may only clawback privileged documents, or documents protected by attorney work product, pursuant to this section. This section does not allow a party to clawback any documents which it wishes it did not produce pursuant. Nor does Plaintiff provide any legal argument or authority which purports to support such a proposition. Accordingly, because Plaintiff fails to cite any authority to support any claim of privilege or work product, the Court grants Defendant’s motion on this basis alone.

However, even assuming, without deciding, that a party can clawback inadvertently produced ESI on the basis of a privacy right pursuant (rather than an asserted privilege or claim of work product), the Court would still grant this motion.

In this regard, Defendants are correct that Plaintiff does not have a constitutional right to privacy. (SCC Acquisitions, Inc. v. Super. Ct. (2015) 243 Cal.App.4th 741, 755 [“corporations do not have a right of privacy protected by the California Constitution.”]) Nonetheless, corporations still have a right to privacy, it is simply not a constitutional right, rather it “is a lesser right than that held by human beings and is not considered a fundamental right.” (Id. at 755-756.) Accordingly, the Court employs a “balancing test,” where it compares “[t]he discovery’s relevance to the subject matter of the pending dispute” against “the corporate right of privacy.” (Id. at p. 756.) “Doubts about relevance are generally resolved in favor of permitting discovery.” (Ibid.)

The Court has reviewed the documents filed with the Court conditionally under seal and finds that the documents’ relevance to Plaintiff’s claims outweighs any corporate right of privacy. In particular, as the SAC alleges, whether Plaintiff billed its services at market rate is a core dispute in this action. (See SAC at ¶¶ 11, 12, 22, 37.) As Defendants argue, the Disputed documents are probative as to the truth of these allegations, as the Disputed Documents include evidence related to the rates charged by Plaintiff to other government customers for similar services, further disclosing payments to Amazon Web Services (“AWS”).

Plaintiff’s argument in opposition that the rates negotiated by Plaintiff’s other customers are irrelevant because the relevant question is whether Plaintiff’s application of the bot services SKU was proper, is unpersuasive. To support this argument, Plaintiff contends that “[d]ifferential pricing

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV015294: ASPEN TECHNOLOGIES GROUP, LLC vs CALIFORNIA DEPARTMENT OF TECHNOLOGY, et al. 09/08/2026 Hearing on Motion - Other for Determination of Privilege Claims Pursuant to CCP 2031.285 in Department 16C

across customers does not, without more, establish anything about how a SKU was used.” (Opposition at 8:12-14.) While it may be true that the mere fact of differential pricing does not end the inquiry, it is nonetheless relevant to the investigation of whether Plaintiff billed Defendants at market rate.

Moreover, Plaintiff’s argument that AWS is not a comparable “market rate” because “AWS pricing reflects retail or enterprise cloud infrastructure rates on the open commercial market, whereas CALNET catalog pricing reflects a negotiated government procurement framework with its own defined service tiers, contractual obligations, and compliance requirements” is similarly unpersuasive. (Opposition at 9:1-4.) Again, while AWS rates might not be directly comparable to the CALNET catalog pricing, such rates are nonetheless probative of whether Plaintiff charged Defendants at market rate (even if such evidence is not determinative).

The Court further does not agree with Plaintiff that the discovery is disproportionately intrusive relative to its probative value. Here, Plaintiff more specifically argues that discovery of the Disputed documents “expose[s] confidential-third party government contract information . . . [and] allow[s] for the comparability of unrelated engagements.” However, Plaintiff does not actually make any objection on the basis of third-party privacy rights, nor does Plaintiff establish that any of the information in the Disputed Documents is “confidential” contract information.

Plaintiff further argues that Defendants already possess alternative, more probative sources of evidence than the Disputed Documents as Defendants possess the invoices Defendants received from Plaintiff and related billing records, which Plaintiff contends are “the most directly probative evidence of market rate billing.” (Opposition at 9:22-25.) However, market rate is commonly understood as the usual or average price charged for an item in a competitive market. Evidence of what Defendants were actually billed by Plaintiff does not speak to what the average rate for that service was at the time of billing. On the contrary, evidence of what other government entities were paying for the same or similar services at or near the same time would be probative evidence of market rate billing.

Finally, neither party disputes that the Disputed Documents pertain to the period at issue in the billing dispute.

In short, the Disputed Documents are probative as to the rate at which Plaintiff billed for its services, and thus probative as to Plaintiff’s allegations supporting its breach of contract claim.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV015294: ASPEN TECHNOLOGIES GROUP, LLC vs CALIFORNIA DEPARTMENT OF TECHNOLOGY, et al. 09/08/2026 Hearing on Motion - Other for Determination of Privilege Claims Pursuant to CCP 2031.285 in Department 16C

As a result, the Court finds that the balancing test—i.e., Plaintiff’s privacy interest weighed against the relevancy of the discovery—tips in favor of disclosure.

Finally, the Court agrees with Defendants that Civil Code sections 3294 and 3295 are inapplicable. In this regard, Civil Code section 3294 subdivision (a) authorizes punitive damages in an action for the breach of an obligation not arising from contract, where it is proven by clear and convincing evidence that the defendant has been guilty of oppression, fraud, or malice. Civil Code section 3295 provides the means by which a plaintiff can engage in discovery of defendant's financial condition as a means of ultimately assessing punitive damages while protecting a defendant from unnecessary premature disclosure of financial private financial information. (Medo v.

Superior Court (1988) 205 Cal.App.3d 64, 67.) However, as both parties agree, Defendants are not bringing a claim for punitive damages and thus are not attempting to utilize the procedure of Civil Code section 3295 to engage in discovery of Plaintiff’s financial condition. Rather, as discussed above, Defendants contend—and the Court agrees—that the Disputed Documents are relevant to Plaintiff’s own allegations and Defendants’ defenses thereto.

Disposition

Accordingly, the Court grants Defendants' motion insofar as it seeks an order determining that Plaintiff’s assertions of privilege over the Disputed Documents are improper and setting aside Plaintiff’s request for clawback (i.e., return or destruction) of those documents.

The minute order is effective immediately. No formal order pursuant to California Rules of Court, Rule 3.1312, or further notice is required.

[1] Request for Production No. 44 requested all documents supporting Plaintiff’s

contention that “CDT and DMV requested that [Plaintiff] provide services to build, deliver and maintain call center bot services for DMV using the CALNET catalog bot services SKU” as alleged in paragraph 64 of Plaintiff’s FAC. (Le Decl., ¶ 5.) Paragraph 49 of the SAC is the same as paragraph 64 of the FAC. (Ibid.)

NOTICE:

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV015294: ASPEN TECHNOLOGIES GROUP, LLC vs CALIFORNIA DEPARTMENT OF TECHNOLOGY, et al. 09/08/2026 Hearing on Motion - Other for Determination of Privilege Claims Pursuant to CCP 2031.285 in Department 16C

Consistent with Local Rule 1.06(B), any party requesting oral argument on any matter on this calendar must comply with the following procedure:

To request limited oral argument, on any matter on this calendar, you must call the Department 16C Oral Argument Request Line at (916) 874-1475 by 4:00 p.m. the Court day before the hearing and advise opposing counsel. At the time of requesting oral argument, the requesting party shall leave a voice mail message: a) identifying themselves as the party requesting oral argument; b) indicating the specific matter/motion for which they are requesting oral argument; and c) confirming that it has notified the opposing party of its intention to appear and that opposing party may appear via Zoom using the Zoom link and Meeting ID indicated below. If no request for oral argument is made, the tentative ruling becomes the final order of the Court.

Unless ordered to appear in person by the Court, parties may appear remotely either telephonically or by video conference via the Zoom video/audio conference platform with notice to the Court and all other parties in accordance with Code of Civil Procedure §367.75. Although remote participation is not required, the Court will presume all parties are appearing remotely for non-evidentiary civil hearings.

The Department 16C Zoom Link is https://saccourt-cagov.zoomgov.com/j/16030877014 and the Zoom Meeting ID is 160 3087 7014. To appear on Zoom telephonically, call (833) 568-8864 and enter the Zoom Meeting ID referenced above. NO COURTCALL APPEARANCES WILL BE ACCEPTED.

Parties requesting services of a court reporter will need to arrange for private court reporter services at their own expense, pursuant to Government code §68086 and California Rules of Court, Rule 2.956. Requirements for requesting a court reporter are listed on the Court Reporter Services webpage available on the Sacramento Superior Court website at https://saccourt.ca.gov/general-information/court-reporter-servicestranscripts. Parties may contact Court- Approved Official Reporters Pro Tempore by utilizing the list of Court Approved Official Reporters Pro Tempore available at https://saccourt.ca.gov/home/showpublisheddocument/227/639084034465370000.

A Stipulation and Appointment of Official Reporter Pro Tempore (CV/E-206) is required to be signed by each party, the private court reporter, and the Judge prior to the hearing, if not using a reporter from the Court’s Approved Official Reporter Pro Tempore list.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV015294: ASPEN TECHNOLOGIES GROUP, LLC vs CALIFORNIA DEPARTMENT OF TECHNOLOGY, et al. 09/08/2026 Hearing on Motion - Other for Determination of Privilege Claims Pursuant to CCP 2031.285 in Department 16C

Once the form is signed it must be filed with the clerk. If a litigant has been granted a fee waiver and requests a court reporter, the party must submit a Request for Court Reporter by a Party with a Fee Waiver (CV/E-211) and it must be filed with the clerk at least 10 days prior to the hearing or at the time the proceeding is scheduled if less than 10 days away. Once approved, the clerk will forward the form to the Court Reporter’s Office and an official reporter will be provided.