Yes, you can depose a corporation. While Illinois courts have said little about obtaining deposition testimony from representatives of a corporation, several federal decisions are instructive. Corporations can designate a person to speak as the corporation — and not only regarding facts. Federal Rule of Civil Procedure 30(b) also extends testifying to subjective beliefs and opinions. 

Corporate designees may be held to a high standard when speaking on behalf of a corporation. Answers such as “I don’t know” may not only bind the corporation to the deponent’s ignorance but may also result in sanctions for failing to produce a witness with responsive knowledge. This places a burden on corporations to ensure individuals speaking on their behalf are adequately prepared. 

As a federal district court wrote, “[t]he mere fact that an organization no longer employs a person with knowledge on the specified topics does not relieve the organization of the duty to prepare and produce an appropriate designee.” This is because "[a]llowing a company to designate a witness who is unprepared or not knowledgeable would simply defeat the purpose of the rule and ‘sandbag’ the opposition.”

If the corporate designees do not have personal knowledge of the matters set out in the deposition notice, the corporation is obligated to prepare the designees to give knowledgeable and binding answers for the corporation. In the words of a federal appellate court, this means that the corporation has a “duty to present and prepare a designee beyond matters personally known to the designee or to matters in which the designee was personally involved.”

As one district court opined, “Preparing a Rule 30(b)(6) designee may be an onerous and burdensome task, but this consequence is merely an obligation that flows from the privilege of using the corporate form to do business.” Such preparation is required even when “documents are voluminous and the review is burdensome,” another wrote.

Find out more in the June Illinois Bar Journal.