Uniroyal, Inc. (Uniroyal) (defendant) sold its subsidiary, Uniroyal Plastics Company (Plastics), to Polycast Technology Corporation (Polycast) (plaintiff). Subsequently, Polycast brought suit, alleging that Uniroyal provided misleading financial information about Plastics. Polycast’s contention that Uniroyal’s financial information was misleading was based on an audit of Plastics conducted for Polycast by Deloitte & Touche (Deloitte). Uniroyal deposed Michael Bowman, a Deloitte partner involved with the audit. Bowman’s testimony had holes attributable to his understandable inability to remember every aspect of the audit. As a result, Uniroyal sought to depose Gregory Durant, another Deloitte employee who was involved with audit. Deloitte filed a motion seeking a protective order barring the deposition of Durant.