Preview
FILED
5/15/2023 2:26 PM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Terri Kilgore DEPUTY
CAUSE NO. DC-21-11406
MILTON 635 GRAVOIS ROAD LLC, 635 § IN THE DISTRICT COURT
GRAVOIS ROAD LEASING LLC, and 635 §
GRAVOIS ROAD REAL ESTATE LLC, §
§
Plaintiffs, §
§
v. § 44TH JUDICIAL DISTRICT
§
TRT HOLDINGS, INC., §
RBR REAL ESTATE HOLDINGS, LLC, §
BRIAN ZELMAN, and ADAM ZEITSIFF, §
§
Defendants. § DALLAS COUNTY, TEXAS
PLAINTIFFS' MOTION FOR PROTECTION FROM AND OBJECTIONS TO
DEFENDANTS' SUBPOENAS TO NON-PARTIES REVERE CAPITAL, LLC,
CENTRAL TRUST BANK, HANCOCK WHITNEY CORPORATION, AND INB
NATIONAL ASSOCIATION, FOR PRODUCTION OF DOCUMENTS
TO THE HONORABLE JUDGE OF SAID COURT:
COME NOW, Plaintiffs Milton 635 Gravois Road LLC ("Gravois LLC"), 635 Gravois Road
Leasing LLC ("Gravois Leasing"), and 635 Gravois Road Real Estate LLC ("Gravois Real Estate")
(collectively "Plaintiffs") and file this Motion for Protection from and Objections to the Subpoenas
for Production of Documents issued by Defendants TRT Holdings, Inc., RBR Real Estate Holdings,
LLC, Brian Zelman, and Adam Zeitsiff (collectively, "Defendants") to non-parties Revere Capital,
LLC, Central Trust Bank, Hancock Whitney Corporation, and INB National Association (collectively,
"Non-Party Banks"), and respectfully show the Court as follows:
I. SUMMARY
Plaintiffs seek a protective Order from the Court, to the extent necessary, to prevent improper
production in discovery of certain irrelevant documents—personal financial statements and tax
returns of Plaintiffs' individual principals—sought by Defendants' Subpoenas for Production of
Documents to the Non-Party Banks ("Defendants' Subpoenas"). At issue are Requests propounded
PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 1
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by Defendants for "All Documents Buyer [Plaintiffs] provided to" the Non-Party Banks, which are
facially overbroad Requests. These Requests also lack specification or particularity on the individual
items or category of items sought from the Non-Party Banks, including the personal financial
statements and tax returns of Plaintiffs' individual principals that Defendants claim are responsive. In
substance, these irrelevant documents are not germane to any element of any claim or defense in this
case, and Defendants cannot establish the requisite showing under Texas law to permit discovery of
Plaintiffs' principals' personal financial information and tax returns.
As set forth in this Motion and pursuant to Rule 192.6 of the Texas Rules of Civil Procedure,
Plaintiffs respectfully request that the Court issue a protective Order sustaining their Objections and,
to the extent necessary,m protecting from disclosure the Plaintiffs' principals' personal financial
information and tax returns, from the Non-Party Banks subject to Defendants' Subpoenas as well as
from any other source. As of April 14, 2023, Plaintiffs' counsel and Defendants' counsel have reached
agreement that the documents at issue are to be withheld from responsive productions made by Non-
Party Banks, and were withheld from productions made by Revere Capital, LLC and Hancock Whitney
Corporation. Plaintiffs now file this motion and their objections as they pertain to the remaining
Non-Party Banks—Central Trust Bank and INB National Association—that have not yet answered
or produced documents in response to Defendants' Subpoenas.
II. FACTUAL AND PROCEDURAL BACKGROUND1
As this Court is familiar, this case involves fraud in a real estate transaction pertaining to a real
estate development that held a long-term lease of a Gold's Gym location located at 635 Gravois Road,
Fenton, Missouri 63026 (the "Property"). The Property was owned by RBR Real Estate Holdings,
LLC ("RBR") and marketed for sale by Defendant TRT Holdings, Inc. ("TRT"), with an existing long-
1Plaintiffs incorporate the following factual allegations as set forth within Plaintiffs’ Second Amended Petition.
PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 2
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term lease to a Gold's Gym tenant, Gold's St. Louis, LLC ("Tenant"), and listed by Defendants'
brokers on behalf of RBR, as seller. The Tenant was an affiliate of TRT and RBR.
RBR and Leeton Real Estate, Inc. ("Leeton"), an affiliate of Plaintiffs and ultimately the
manager of Plaintiff Gravois LLC, entered into an Agreement of Purchase and Sale ("PSA"), which
lapsed, followed by the parties entering into a First Amendment to Agreement of Purchase and Sale
("APSA"). After the PSA lapsed and before entering into the APSA on or about September 27, 2019
for the purchase and sale of the Property, 2 Plaintiffs were induced by and reasonably relied upon
Defendants' deceptive partial disclosures of fact, omissions of facts that should have been disclosed,
and representations to Plaintiffs' principals that Gold's Gym International, Inc. was a "solid company"
that was "fiscally well-managed" and could "assure financial performance" of the Property being
marketed for sale anchored by the lease to the Tenant. Defendants TRT and RBR agreed, inter alia,
as an inducement to Plaintiffs' principals, that Plaintiffs' purchase of the Property would include a six-
year extension of the lease to the Tenant with an above-market rent increase, thereby securing the
future income stream which anchored the value of the Property.
Consequently, and in reliance on Defendants' representations and omissions regarding the
existing and future income stream via the lease and the lease extension to the Tenant, and the
assurances of existing solid operational performance by the Tenant justifying the rental stream,
Plaintiffs' affiliate Leeton, on behalf of Plaintiffs, entered on or about to the APSA, RBR and the
Tenant entered into a First Amendment to Amended and Restated Shopping Center Lease ("Lease
Extension"), and the transaction closed on November 27, 2019.
2 Summary judgment was denied in its entirety as to enforceability of an alleged disclaimer of reliance as contained within
the Parties’ PSA, and preclude Defendants from avoiding liability for their fraud based upon the non-negotiated boilerplate
provisions of the PSA.
PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 3
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Discovery in this case remains ongoing. In late February and throughout March 2023, 3
Defendants issued notices of Subpoenas to non-parties Revere Capital, LLC, Capital Bank, Hancock
Whitney Corporation, and INB National Association ("Non-Party Banks") that included Requests for
Documents. The Non-Party Banks are prospective and/or committed lenders that Plaintiffs contacted
and/or provided information to in contemplation of the purchase and sale of the Property.
Defendants' Subpoenas to the Non-Party Banks contain near-identical Requests for
Documents,4 including a facially overbroad request to each of the Non-Party Banks for: "2. All
Documents Buyer provided to You related to or in support of any loan documents, loan
applications, or other qualifying applications concerning the Transaction." (emphasis added).
This particular Request for Documents, unlike others enumerated in Defendants' Requests for
Documents to the Non-Party Banks, did not specify or describe with particularity any individual item
or category of items sought by this Request (compare with, e.g.: "3. All Documents related to or
concerning the value of the Premises in 2019, including all appraisals, valuations, or similar estimates
or evaluations."; and "5. All Documents related to or concerning property taxes, including tax
assessments and property appraisals for tax assessments, as it relates to the Premises.").
Plaintiffs did not initially have objections to the Non-Party Banks' respective intentions to
respond in compliance with Defendants' Subpoenas. Various in-house counsel and outside counsels
for the Non-Party Banks have made contact with counsel for Plaintiffs and for Defendants,
respectively, to discuss compliance with Defendants' Subpoenas. Consistent with applicable state law
and state and federal banking regulations governing customers' financial security and privacy, counsel
3Defendants issued near-identical subpoenas for production of documents to Revere Capital, LLC (February 27, 2023);
INB National Association (March 2, 2023); Hancock Whitney Corporation (March 2, 2023); and Central Trust Bank
(March 20, 2023).
4 True and correct copies of Defendants' Subpoenas with Requests for Documents are attached collectively as Exhibit 1.
PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 4
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for Plaintiffs and Defendants agreed to a protective protocol for Plaintiffs' counsel to initially review
any documents that the Non-Party Banks intended to produce in response to Defendants' Subpoenas.
Now that the parties have proceeded with the protocol for the Non-Party Banks' productions,
Plaintiffs are now aware that the Non-Party Banks possess certain documents irrelevant to this
litigation—personal financial statements and tax returns of Plaintiffs' individual principals—that could
be broadly construed as responsive to the Requests for Documents sought by Defendants' Subpoenas.
One of the Bank Non-Parties, Hancock Whitney Corporation (d/b/a Whitney Bank), recently
tendered to Plaintiffs' counsel a set of documents for Plaintiffs' counsel's review that Whitney Bank
intends to produce in response to Defendants' Subpoena. These documents under review contain the
documents at issue—personal financial statements and tax returns of Plaintiffs' individual principals—
that are irrelevant to any claim or defense in this case, and therefore should be protected from
production and disclosure in discovery.
III. PLAINTIFFS' OBJECTIONS TO DEFENDANTS' SUBPOENAS
Plaintiffs, as legal persons affected by Defendants' Subpoenas, object to the improper requests
for production in discovery of personal financial statements and tax returns of Plaintiffs' individual
principals (implicated by Request 2 in Defendants' Subpoenas), from the Non-Party Banks as well as
from any other source, as such requests are overbroad and harassing, duplicative of other information
produced and/or available in the case pertaining to Plaintiffs' principals, and seek irrelevant (and
therefore non-discoverable) information beyond the scope of permissible discovery on any claim or
defense in this case.
Plaintiffs object to Defendants' Subpoenas because the specific documents at issue—personal
financial statements and tax returns of Plaintiffs' individual principals—invade and violate bank
secrecy laws expressly designed to protect Plaintiffs' principals from unauthorized disclosures by the
Non-Party Banks of Plaintiffs' principals' personal, private financial information. Under applicable
PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 5
10028207
state and federal banking laws and regulations, including but not limited to, the Financial
Modernization Act (Gramm-Leach-Blily Act) (15 U.S.C. § 6801), the Safeguards Rule (16 C.F.R. §
314, et seq.), and the FTC Act (15 U.S.C.A. § 45(a)), the Non-Party Banks have statutory obligations
and legal duties to protect non-public customer information from unauthorized disclosure that is
expansive or overbroad in scope, even in compliance with a validly-issued subpoena.
IV. MOTION FOR PROTECTIVE ORDER
This Court has the discretion to protect a party with a protective order. T EX. R. CIV. P. 192.6;
Eurecat US, Inc. v. Marklund, 527 S.W.3d 367, 378 (Tex. App.—Dallas 2017, pet. denied) (citing Axelson,
Inc. v. McIlhany, 798 S.W.2d 550, 553 (Tex. 1990) ("Thus the trial court has discretion to narrow the
scope of discovery on a case by case basis with a protective order."). Accordingly, the Court has the
authority to limit the scope or distribution of discovery based on the needs and circumstances of the
case. See TEX. R. CIV. P. 192 cmt. 7. Texas Rule of Civil Procedure 192.6 authorizes trial courts to,
among other things, "make any order in the interest of justice necessary to protect the movant from
undue burden, unnecessary expense, harassment or annoyance, or invasion of personal, constitutional,
or property rights."
At issue is a Request to each of the Non-Party Banks for "All Documents Buyer provided to
You related to or in support of any loan documents, loan applications, or other qualifying applications
concerning the Transaction." The Request itself does not specify or describe with particularity the
Plaintiffs' principals' personal financial information and tax returns that Defendants claim are
responsive. Now that Plaintiffs have objected to their production, Defendants bear the burden of
establishing relevancy and materiality of Plaintiffs' principals' personal tax returns, as the party seeking
production. In re Irvin, No. 05-98-01771-CV, 1998 WL 908955, at *4 (Tex. App.—Dallas Dec. 31,
1998, no pet.); In re Beeson, 378 S.W.3d 8, 12 (Tex. App.—Houston [1st Dist.] 2011, no pet.).
PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 6
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The relevant claims and defenses in this case that bear upon discovery from Plaintiffs are
atypical of the Texas cases where tax returns are both relevant and material to issues in the case. The
Plaintiffs' principals' net worth and financial position are not at issue on any claim or defense, which
demonstrates that their personal tax returns would not contain any relevant information not otherwise
available from another source. In re Beeson, 378 S.W.3d at 12 (quoting Wal–Mart Stores, Inc. v. Alexander,
868 S.W.2d 322, 331 (Tex.1993) (Gonzalez, J. concurring) ("[T]rial courts should not allow discovery
of private financial records, such as tax returns, when there are other adequate methods to ascertain
net worth....").
To the extent Plaintiffs' principals' personal tax returns are remotely material or relevant to
any issue in the case (they are neither), Defendants must demonstrate that such material and relevant
information in those tax returns cannot be obtained through less intrusive means. In re Beeson, 378
S.W.3d at 12 (quoting In re Sullivan, 214 S.W.3d 622, 624–25 (Tex. App.—Austin 2006, orig.
proceeding) ("Federal income tax returns are not material if the same information can be obtained
from another source."). Based on the claims and defenses here, even including Defendants'
contention that Plaintiffs' principals were sophisticated investors that should not have reasonably
relied upon Defendants' fraudulent statements and omissions, Defendants cannot meet their burden
to establish why Plaintiffs' principals' personal financial statements and tax returns are discoverable,
absent proof of a special need for the specific production of tax returns. Id. (citing Maresca v. Marks,
362 S.W.2d 299, 301 (Tex. 1962) (orig. proceeding). In weighing the Plaintiffs' privacy interests in
their principals' personal financial records, Defendants cannot establish a need for such evidence that
would outweigh Plaintiffs' legitimate privacy interests and objections based on proportionality,
relevancy, and materiality to claims and defenses. In sum, the overbreadth of the Request at issue to
each of the Non-Party Banks, coupled with its irrelevance and disproportionality to any issue, claim,
PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 7
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or defense in this case, require the Court to protect Plaintiffs from improper production and disclosure
of Plaintiffs' principals' personal financial statements and tax returns, from any source.
V. CONCLUSION AND PRAYER
WHEREFORE, Plaintiffs prays that the Court grant their Motion for Protection from
Defendants' Subpoenas to non-parties Revere Capital, LLC, Capital Bank, Hancock Whitney
Corporation, and INB National Association for Production of Documents, and issue an Order
sustaining their Objections and protecting from disclosure the Plaintiffs' principals' personal financial
information and tax returns, from the non-parties subject to Defendants' Subpoenas as well as from
any other source. Plaintiffs further pray for any and all other relief to which they may be justly entitled.
Respectfully submitted,
KANE RUSSELL COLEMAN LOGAN PC
By: /s/ Robert N. LeMay
Robert N. LeMay
State Bar No. 12188750
rlemay@krcl.com
Jaime M. DeWees
State Bar No. 24097593
jdewees@krcl.com
Collin Delano
State Bar No. 24109801
cdelano@krcl.com
901 Main Street
Suite 5200
Dallas, Texas 75202
Telephone (214) 777-4254
Facsimile (214) 777-4299
ATTORNEYS FOR PLAINTIFFS
PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 8
10028207
Certificate of Conference
Counsel for Plaintiffs has conferred with counsel for Defendants, via email conferrals,
regarding this Motion. As of April 14, 2023, Plaintiffs' counsel and Defendants' counsel have reached
agreement that the documents at issue in this Motion, are to be withheld from responsive productions
made by Non-Party Banks, and were withheld from productions made by Revere Capital, LLC and
Hancock Whitney Corporation. Plaintiffs now file this motion and their objections as they pertain to
the remaining Non-Party Banks—Central Trust Bank and INB National Association—that have not
yet answered or produced documents in response to Defendants' Subpoenas. Plaintiffs have not
ascertained a point-of-contact for either of the remaining Non-Party Banks, and file this motion and
their objections to provide notice of the same.
/s/ Robert N. LeMay
Robert N. LeMay
PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 9
10028207
Certificate of Service
I hereby certify that a true and correct copy of the above and foregoing document was served
on all known counsel of record in this cause in accordance with the Texas Rules of Civil Procedure
on May 15, 2023, as follows:
VIA EFILE
Elliot Strader
Xakema Henderson
AKERMAN LLP
2001 Ross Avenue, Suite 3600
Dallas, Texas 75201
elliot.strader@akerman.com
xakema.henderson@akerman.com
ATTORNEYS FOR DEFENDANTS
VIA Certified Mail, RRR #7018 1830 0000 8594 2347
VIA FedEx
The Central Trust Bank (formerly Central Bank of St. Louis)
c/o Bryna Edwards, Registered Agent
238 Madison Street
Jefferson City, Missouri 65101
REGISTERED AGENT FOR CENTRAL TRUST BANK (NON-PARTY)
VIA Certified Mail, RRR #7018 1830 0000 8594 2354
VIA FedEx
INB, N.A. (formerly Illinois National Bank, Inc.)
c/o Brett M. Tiemann
322 East Capitol Avenue
Springfield, Illinois 62701
REGISTERED AGENT FOR INB, N.A. (NON-PARTY)
/s/ Robert N. LeMay
Robert N. LeMay
PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 10
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FILED
3/20/2023 11:53 AM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Jenifer Trujillo DEPUTY
CAUSE NO. DC-21-11406
MILTON 635 GRAVOIS ROAD LLC, § IN THE DISTRICT COURT
635 GRAVOIS ROAD LEASING LLC, and §
635 GRAVOIS ROAD REAL ESTATE, §
LLC, §
§
Plaintiffs, §
§
v. § 44TH JUDICIAL DISTRICT
§
TRT HOLDINGS, INC., §
RBR REAL ESTATE HOLDINGS, LLC, §
BRIAN ZELMAN, and ADAM ZEITSIFF, §
§
Defendants. § DALLAS COUNTY, TEXAS
NOTICE OF INTENTION TO SERVE SUBPOENA TO THE CENTRAL
TRUST BANK FOR PRODUCTION OF DOCUMENTS
To: The Central Trust Bank, formerly Central Bank of St. Louis, c/o Bryna Edwards,
Registered Agent, 238 Madison Street, Jefferson City, Missouri 65101.
To: Plaintiffs Milton 635 Gravois Road LLC, 635 Gravois Road Leasing LLC, and 635
Gravois Road Real Estate, LLC, by and through their attorney of record, c/o Robert
N. LeMay, Kane Russell Coleman Logan PC, 901 Main Street, Suite 5200, Dallas,
Texas 75202.
PLEASE TAKE NOTICE that pursuant to Texas Rules of Civil Procedure 176 and 205.2
and Missouri Supreme Court Rule of Civil Procedure 57.09, 10 days after serving this notice,
Defendants TRT Holdings, Inc., RBR Real Estate Holdings, LLC, Brian Zelman, and Adam
Zeitsiff (collectively, “Defendants”) intend to serve the attached subpoena, which will be issued
by the clerk of court for Cole County, Missouri compelling nonparty The Central Trust Bank,
formerly Central Bank of St. Louis, to produce documents in its possession, custody, or control
that are responsive to the requests in Exhibit A to the attached subpoena.
When Defendants issue the attached subpoena, The Central Trust Bank shall be directed to
produce those documents to Xakema Henderson at the offices of Akerman LLP, 2001 Ross
Notice of Intention to Serve Subpoena 1|P a g e
EXHIBIT 1 - Page 1 of 34
Avenue, Suite 3600, Dallas, Texas 75201 or to xakema.henderson@akerman.com at least seven
days after the date of service of the subpoena.
Date: March 15, 2023 Respectfully submitted,
/s/ Xakema Henderson
Elliot Strader
Texas Bar No. 24063966
elliot.strader@akerman.com
Xakema Henderson
Texas Bar No. 24107805
xakema.henderson@akerman.com
AKERMAN LLP
2001 Ross Avenue, Suite 3600
Dallas, Texas 75201
Telephone: 214.720.4300
Facsimile: 214.981.9339
ATTORNEYS FOR DEFENDANTS
CERTIFICATE OF SERVICE
I certify that a true and correct copy of the foregoing document was served to all counsel
of record and on the following in accordance with the Texas Rules of Civil Procedure:
The Central Trust Bank
c/o Bryna Edwards
238 Madison Street
Jefferson City, Missouri 65101
/s/ Xakema Henderson
Xakema Henderson
Notice of Intention to Serve Subpoena 2|P a g e
EXHIBIT 1 - Page 2 of 34
CAUSE NO. DC-21-11406
MILTON 635 GRAVOIS ROAD LLC, § IN THE DISTRICT COURT
635 GRAVOIS ROAD LEASING LLC, and §
635 GRAVOIS ROAD REAL ESTATE, §
LLC, §
§
Plaintiffs, §
§
v. § 44TH JUDICIAL DISTRICT
§
TRT HOLDINGS, INC., §
RBR REAL ESTATE HOLDINGS, LLC, §
BRIAN ZELMAN, and ADAM ZEITSIFF, §
§
Defendants. § DALLAS COUNTY, TEXAS
SUBPOENA
THE STATE OF MISSOURI
TO ANY SHERIFF OR ANY CONSTABLE OF THE STATE OF MISSOURI, OR ANY
OTHER PERSON AUTHORIZED TO SERVE AND EXECUTE SUBPOENAS AS
PROVIDED BY RULE 57.09 OF THE MISSOURI SUPREME COURT RULES OF CIVIL
PROCEDURE, GREETINGS:
YOU ARE HEREBY COMMANDED TO SUMMON:
The Central Trust Bank
c/o Bryna Edwards
238 Madison Street
Jefferson City, Missouri 65101
to produce all items or things within its possession, custody, or control that are listed in the
document requests attached in Exhibit A on or before April 19, 2023 at 5 pm to Xakema
Henderson, at the offices of Akerman LLP, 2001 Ross Ave., Ste. 3600, Dallas, Texas 75201,
or xakema.henderson@akerman.com.
Pursuant to rule 57.09 of the Missouri Supreme Court Rules of Civil Procedure:
FAILURE BY ANY PERSON WITHOUT ADEQUATE EXCUSE TO OBEY A
SUBPOENA SERVED UPON THAT PERSON MAY BE DEEMED A CONTEMPT OF
THE COURT FROM WHICH THE SUBPOENA IS ISSUED OR A DISTRICT COURT IN
THE COUNTY IN WHICH THE SUBPOENA IS SERVED, AND MAY BE PUNISHED BY
FINE OR CONFINEMENT, OR BOTH.
Subpoena 1|P a g e
EXHIBIT 1 - Page 3 of 34
This Subpoena is being issued at the insistence of Defendants TRT Holdings, Inc., RBR Real
Estate Holdings, LLC, Brian Zelman, and Adam Zeitsiff in the civil action, Cause No. DC-21-
11406, presently in the 44th Judicial District Court of Dallas County, Texas. Defendants will pay
The Central Trust Bank’s reasonable costs of complying with this subpoena for records.
Issued: March __, 2023 Respectfully submitted,
/s/ Xakema Henderson
Elliot Strader
Texas Bar No. 24063966
elliot.strader@akerman.com
Xakema Henderson
Texas Bar No. 24107805
xakema.henderson@akerman.com
AKERMAN LLP
2001 Ross Avenue, Suite 3600
Dallas, Texas 75201
Telephone: 214.720.4300
Facsimile: 214.981.9339
ATTORNEYS FOR DEFENDANTS
Subpoena 2|P a g e
EXHIBIT 1 - Page 4 of 34
EXHIBIT A
INSTRUCTIONS AND DEFINITIONS
1. The requested documents must be served as specified in the subpoena. The Central
Trust Bank will not be required to surrender the original items. The Central Trust Bank may
comply with this subpoena by providing legible copies of the items to be produced to the attorneys
whose name appears on this subpoena on or before the scheduled date of production. The Central
Trust Bank may condition the preparation of the copies upon the payment in advance of the
reasonable cost of preparation. The Central Trust Bank may mail, e-mail, or deliver the copies
to the attorneys whose name appears on this subpoena. Please include a completed Business
Records Affidavit with your production of records. A proposed affidavit is attached.
2. “Central Bank,” “you,” and “your” refer to The Central Trust Bank, formerly
Central Bank of St. Louis, and its affiliates, parents; subsidiaries; predecessors, including Central
Bank of St. Louis; representatives; employees, including Brian Liberman; attorneys; agents; or
anyone purporting to act on behalf of the foregoing for Central Bank.
3. “Buyer” refers to Milton 7650 FM 78 LLC, Milton 635 Gravois Road LLC, 635
Gravois Road Leasing LLC, and 635 Gravois Road Real Estate, LLC, Leeton Real Estate Inc., and
its representatives, employees, attorneys, agents, or anyone purporting to act on behalf of the
foregoing, including but not limited to Michael Shabsels, Mark Graham, and Mark Cohen.
4. “Transaction” refers to Buyer’s purchase of a real estate development located at
635 Gravois Road in Fenton, Missouri. “Transaction” also includes Buyer’s purchase of a real
estate development located at 7650 FM 78 in San Antonio, Texas.
5. “Premises” refers to the real estate development located at 635 Gravois Road in
Fenton, Missouri.
6. “And” as well as “or” shall be construed disjunctively and conjunctively.
7. The singular form of any noun or pronoun as used herein shall include with its
meaning the plural form of such noun or pronoun and vice versa. Similarly, the use of any
masculine form of a pronoun shall also include within its meaning the feminine of such pronoun
and vice versa. Additionally, the verb tenses as used herein for any verb shall also include within
its meaning all other tenses of the verb as used.
Subpoena 3|P a g e
EXHIBIT 1 - Page 5 of 34
CAUSE NO. DC-21-11406
MILTON 635 GRAVOIS ROAD LLC, § IN THE DISTRICT COURT
635 GRAVOIS ROAD LEASING LLC, and §
635 GRAVOIS ROAD REAL ESTATE, §
LLC, §
§
Plaintiffs, §
§
v. § 44TH JUDICIAL DISTRICT
§
TRT HOLDINGS, INC., §
RBR REAL ESTATE HOLDINGS, LLC, §
BRIAN ZELMAN, and ADAM ZEITSIFF, §
§ DALLAS COUNTY, TEXAS
Defendants.
REQUESTS FOR DOCUMENTS
1. All Documents exchanged between You and Buyer, including Michael Shabsels,
Mark Graham, or Mark Cohen, related to or reflecting Buyer’s expressed intent or reasons for,
bases, or interest in buying the Premises or entering any part of the Transaction.
2. All Documents Buyer provided to You related to or in support of any loan
documents, loan applications, or other qualifying applications concerning the Transaction.
3. All Documents related to or concerning the value of the Premises in 2019, including
all appraisals, valuations, or similar estimates or evaluations.
4. All Documents You relied on in agreeing to approve the loan that is the subject of
the Transaction, including but not limited to any appraisals, market reports, or property
evaluations.
5. All Documents related to or concerning property taxes, including tax assessments
and property appraisals for tax assessments, as it relates to the Premises.
Subpoena 4|P a g e
EXHIBIT 1 - Page 6 of 34
CAUSE NO. DC-21-11406
MILTON 635 GRAVOIS ROAD LLC, § IN THE DISTRICT COURT
635 GRAVOIS ROAD LEASING LLC, and §
635 GRAVOIS ROAD REAL ESTATE, §
LLC, §
§
Plaintiffs, §
§
v. § 44TH JUDICIAL DISTRICT
§
TRT HOLDINGS, INC., §
RBR REAL ESTATE HOLDINGS, LLC, §
BRIAN ZELMAN, and ADAM ZEITSIFF, §
§
Defendants. § DALLAS COUNTY, TEXAS
BUSINESS RECORDS AFFIDAVIT
STATE OF __________________ §
§
COUNTY OF ________________ §
BEFORE ME, the undersigned authority, on this day personally appeared
______________________________, the affiant, whose identity is known to me. After I
administered an oath, affiant testified as follows:
“1. My name is __________________________ . I am over 18 years of age, of sound
mind, and capable of making this affidavit. The facts stated in this affidavit are within my
personal knowledge and are true and correct.
2. I am the Custodian of Records for the records requested from The Central Trust
Bank, formerly known as the Central Bank of St. Louis, and am familiar with the manner in which
its records are created and maintained by virtue of my duties and responsibilities.
3. In response to the Subpoena for Production of Documents served on The Central
Trust Bank in the above-referenced matter, I have made or caused to be made a thorough search
Business Records Affidavit 1|P a g e
EXHIBIT 1 - Page 7 of 34
of all records available to me and/or The Central Trust Bank. Attached to this affidavit are ____
pages of records from The Central Trust Bank responsive to Plaintiff’s Subpoena for Production
of Documents. They are the original records or exact duplicates of the original records.
4. The records were made at or near the time of each act, event, condition, or opinion
that was recorded.
5. It is the regular practice of The Central Trust Bank to make this type of record at
or near the time of each act, event, condition, opinion, or diagnosis that was recorded.
6. The records were made by, or from information transmitted by, persons with
knowledge of the matters set forth in the record.
7. It is the regular practice of The Central Trust Bank for this type of record to be
made by, or from information transmitted by, persons with knowledge of the matters set forth in
the record.
8. The records were kept in the course of regularly conducted business activity.
9. It is the regular practice of The Central Trust Bank to keep this type of record in
the course of regularly conducted business activity.
10. It is the regular practice of the business activity to make the records.
FURTHER AFFIANT SAYETH NAUGHT.”
____________________________
AFFIANT
SWORN TO and SUBSCRIBED before me by _______________________on this, the____ day
of , 2023.
__________________________
Notary Public in and for the State of ___________
Business Records Affidavit 2|P a g e
EXHIBIT 1 - Page 8 of 34
Automated Certificate of eService
This automated certificate of service was created by the efiling system.
The filer served this document via email generated by the efiling system
on the date and to the persons listed below. The rules governing
certificates of service have not changed. Filers must still provide a
certificate of service that complies with all applicable rules.
Madison Torry
Bar No. 24131719
madison.torry@akerman.com
Envelope ID: 73807939
Filing Code Description: Discovery
Filing Description: NOTICE OF INTENT TO SERVE SUBPOENA
Status as of 3/20/2023 12:25 PM CST
Associated Case Party: MILTON 635 GRAVOIS ROAD LLC
Name BarNumber Email TimestampSubmitted Status
Robert LeMay rlemay@krcl.com 3/20/2023 11:53:16 AM SENT
Jaime DeWees jdewees@krcl.com 3/20/2023 11:53:16 AM SENT
Associated Case Party: TRT HOLDINGS, INC.
Name BarNumber Email TimestampSubmitted Status
Elliot Strader elliot.strader@akerman.com 3/20/2023 11:53:16 AM SENT
Xakema Henderson xakema.henderson@akerman.com 3/20/2023 11:53:16 AM SENT
Case Contacts
Name BarNumber Email TimestampSubmitted Status
Teresa Rowe trowe@krcl.com 3/20/2023 11:53:16 AM SENT
Connie Nims cnims@krcl.com 3/20/2023 11:53:16 AM SENT
Bree Kimball BKimball@krcl.com 3/20/2023 11:53:16 AM SENT
EXHIBIT 1 - Page 9 of 34
FILED
3/2/2023 1:58 PM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Brandon Keys DEPUTY
CAUSE NO. DC-21-11406
MILTON 635 GRAVOIS ROAD LLC, § IN THE DISTRICT COURT
635 GRAVOIS ROAD LEASING LLC, and §
635 GRAVOIS ROAD REAL ESTATE, §
LLC, §
§
Plaintiffs, §
§
v. § 44TH JUDICIAL DISTRICT
§
TRT HOLDINGS, INC., §
RBR REAL ESTATE HOLDINGS, LLC, §
BRIAN ZELMAN, and ADAM ZEITSIFF, §
§ DALLAS COUNTY, TEXAS
Defendants. §
NOTICE OF INTENTION TO SERVE SUBPOENA TO HANCOCK WHITNEY
CORPORATION FOR PRODUCTION OF DOCUMENTS
To: Hancock Whitney Corporation, c/o C.T. Corporation System, 645 Lakeland East Dr.,
Suite 101, Flowood, Mississippi 39232.
To: Plaintiffs Milton 635 Gravois Road LLC, 635 Gravois Road Leasing LLC, and 635
Gravois Road Real Estate, LLC, by and through their attorney of record, c/o Robert
N. LeMay, Kane Russell Coleman Logan PC, 901 Main Street, Suite 5200, Dallas,
Texas 75202.
PLEASE TAKE NOTICE that pursuant to Texas Rules of Civil Procedure 176 and 205.2
and Mississippi Statute, Miss. Code. Ann. § 11-59-5, 10 days after serving this notice, Defendants
TRT Holdings, Inc., RBR Real Estate Holdings, LLC, Brian Zelman, and Adam Zeitsiff
(collectively, “Defendants”) intend to serve the attached subpoena, which will be issued by the
clerk of court for Rankin County, compelling nonparty Hancock Whitney Corporation (“Hancock
Whitney”) to produce documents in its possession, custody, or control that are responsive to the
requests in Exhibit A to the attached subpoena.
When Defendants issue the attached subpoena, Hancock Whitney shall be directed to
produce those documents to Xakema Henderson at the offices of Akerman LLP, 2001 Ross
Notice of Intention to Serve Subpoena 1|P a g e
EXHIBIT 1 - Page 10 of 34
Avenue, Suite 3600, Dallas, Texas 75201 or to xakema.henderson@akerman.com and to provide
the requested testimony on or before the date set forth in the subpoena.
Date: March 2, 2023 Respectfully submitted,
/s/ Xakema Henderson
Elliot Strader
Texas Bar No. 24063966
elliot.strader@akerman.com
Xakema Henderson
Texas Bar No. 24107805
xakema.henderson@akerman.com
AKERMAN LLP
2001 Ross Avenue, Suite 3600
Dallas, Texas 75201
Telephone: 214.720.4300
Facsimile: 214.981.9339
ATTORNEYS FOR DEFENDANTS
CERTIFICATE OF SERVICE
I certify that a true and correct copy of the foregoing document was served to all counsel
of record and on the following in accordance with the Texas Rules of Civil Procedure:
Hancock Whitney Corporation
c/o C.T. Corporation System
645 Lakeland East Dr., Suite 101
Flowood, Mississippi 39232
/s/ Xakema Henderson
Xakema Henderson
Notice of Intention to Serve Subpoena 2|P a g e
EXHIBIT 1 - Page 11 of 34
CAUSE NO. DC-21-11406
MILTON 635 GRAVOIS ROAD LLC, § IN THE DISTRICT COURT
635 GRAVOIS ROAD LEASING LLC, and §
635 GRAVOIS ROAD REAL ESTATE, §
LLC, §
§
Plaintiffs, §
§
v. § 44TH JUDICIAL DISTRICT
§
TRT HOLDINGS, INC., §
RBR REAL ESTATE HOLDINGS, LLC, §
BRIAN ZELMAN, and ADAM ZEITSIFF, §
§ DALLAS COUNTY, TEXAS
Defendants. §
SUBPOENA
THE STATE OF TEXAS
TO ANY SHERIFF OR ANY CONSTABLE OF THE STATE OF TEXAS, OR ANY
OTHER PERSON AUTHORIZED TO SERVE AND EXECUTE SUBPOENAS AS
PROVIDED BY RULE 176 OF THE TEXAS RULES OF CIVIL PROCEDURE,
GREETINGS:
YOU ARE HEREBY COMMANDED TO SUMMON:
Hancock Whitney Corporation
c/o C.T. Corporation System
645 Lakeland East Dr., Suite 101
Flowood, Mississippi 39232
to produce all items or things within its possession, custody, or control that are listed in the
document requests attached in Exhibit A on or before April 12, 2023 at 5 pm to Xakema
Henderson, at the offices of Akerman LLP, 2001 Ross Ave., Ste. 3600, Dallas, Texas 75201,
or xakema.henderson@akerman.com.
Pursuant to rule 176.8 of the Texas Rules of Civil Procedure:
FAILURE BY ANY PERSON WITHOUT ADEQUATE EXCUSE TO OBEY A
SUBPOENA SERVED UPON THAT PERSON MAY BE DEEMED A CONTEMPT OF
THE COURT FROM WHICH THE SUBPOENA IS ISSUED OR A DISTRICT COURT IN
THE COUNTY IN WHICH THE SUBPOENA IS SERVED, AND MAY BE PUNISHED BY
FINE OR CONFINEMENT, OR BOTH.
Subpoena 1|P a g e
EXHIBIT 1 - Page 12 of 34
This Subpoena is being issued at the insistence of Defendants TRT Holdings, Inc., RBR Real
Estate Holdings, LLC, Brian Zelman, and Adam Zeitsiff in the civil action, Cause No. DC-21-
11406, presently in the 44th Judicial District Court of Dallas County, Texas. Defendants will pay
Hancock Whitney Corporation’s reasonable costs of complying with this subpoena for records.
Issued: March __, 2023 Respectfully submitted,
/s/ Xakema Henderson
Elliot Strader
Texas Bar No. 24063966
elliot.strader@akerman.com
Xakema Henderson
Texas Bar No. 24107805
xakema.henderson@akerman.com
AKERMAN LLP
2001 Ross Avenue, Suite 3600
Dallas, Texas 75201
Telephone: 214.720.4300
Facsimile: 214.981.9339
ATTORNEYS FOR DEFENDANTS
Subpoena 2|P a g e
EXHIBIT 1 - Page 13
Preview
FILED 5/15/2023 2:26 PM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Terri Kilgore DEPUTY CAUSE NO. DC-21-11406 MILTON 635 GRAVOIS ROAD LLC, 635 § IN THE DISTRICT COURT GRAVOIS ROAD LEASING LLC, and 635 § GRAVOIS ROAD REAL ESTATE LLC, § § Plaintiffs, § § v. § 44TH JUDICIAL DISTRICT § TRT HOLDINGS, INC., § RBR REAL ESTATE HOLDINGS, LLC, § BRIAN ZELMAN, and ADAM ZEITSIFF, § § Defendants. § DALLAS COUNTY, TEXAS PLAINTIFFS' MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS TO NON-PARTIES REVERE CAPITAL, LLC, CENTRAL TRUST BANK, HANCOCK WHITNEY CORPORATION, AND INB NATIONAL ASSOCIATION, FOR PRODUCTION OF DOCUMENTS TO THE HONORABLE JUDGE OF SAID COURT: COME NOW, Plaintiffs Milton 635 Gravois Road LLC ("Gravois LLC"), 635 Gravois Road Leasing LLC ("Gravois Leasing"), and 635 Gravois Road Real Estate LLC ("Gravois Real Estate") (collectively "Plaintiffs") and file this Motion for Protection from and Objections to the Subpoenas for Production of Documents issued by Defendants TRT Holdings, Inc., RBR Real Estate Holdings, LLC, Brian Zelman, and Adam Zeitsiff (collectively, "Defendants") to non-parties Revere Capital, LLC, Central Trust Bank, Hancock Whitney Corporation, and INB National Association (collectively, "Non-Party Banks"), and respectfully show the Court as follows: I. SUMMARY Plaintiffs seek a protective Order from the Court, to the extent necessary, to prevent improper production in discovery of certain irrelevant documents—personal financial statements and tax returns of Plaintiffs' individual principals—sought by Defendants' Subpoenas for Production of Documents to the Non-Party Banks ("Defendants' Subpoenas"). At issue are Requests propounded PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 1 10028207 by Defendants for "All Documents Buyer [Plaintiffs] provided to" the Non-Party Banks, which are facially overbroad Requests. These Requests also lack specification or particularity on the individual items or category of items sought from the Non-Party Banks, including the personal financial statements and tax returns of Plaintiffs' individual principals that Defendants claim are responsive. In substance, these irrelevant documents are not germane to any element of any claim or defense in this case, and Defendants cannot establish the requisite showing under Texas law to permit discovery of Plaintiffs' principals' personal financial information and tax returns. As set forth in this Motion and pursuant to Rule 192.6 of the Texas Rules of Civil Procedure, Plaintiffs respectfully request that the Court issue a protective Order sustaining their Objections and, to the extent necessary,m protecting from disclosure the Plaintiffs' principals' personal financial information and tax returns, from the Non-Party Banks subject to Defendants' Subpoenas as well as from any other source. As of April 14, 2023, Plaintiffs' counsel and Defendants' counsel have reached agreement that the documents at issue are to be withheld from responsive productions made by Non- Party Banks, and were withheld from productions made by Revere Capital, LLC and Hancock Whitney Corporation. Plaintiffs now file this motion and their objections as they pertain to the remaining Non-Party Banks—Central Trust Bank and INB National Association—that have not yet answered or produced documents in response to Defendants' Subpoenas. II. FACTUAL AND PROCEDURAL BACKGROUND1 As this Court is familiar, this case involves fraud in a real estate transaction pertaining to a real estate development that held a long-term lease of a Gold's Gym location located at 635 Gravois Road, Fenton, Missouri 63026 (the "Property"). The Property was owned by RBR Real Estate Holdings, LLC ("RBR") and marketed for sale by Defendant TRT Holdings, Inc. ("TRT"), with an existing long- 1Plaintiffs incorporate the following factual allegations as set forth within Plaintiffs’ Second Amended Petition. PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 2 10028207 term lease to a Gold's Gym tenant, Gold's St. Louis, LLC ("Tenant"), and listed by Defendants' brokers on behalf of RBR, as seller. The Tenant was an affiliate of TRT and RBR. RBR and Leeton Real Estate, Inc. ("Leeton"), an affiliate of Plaintiffs and ultimately the manager of Plaintiff Gravois LLC, entered into an Agreement of Purchase and Sale ("PSA"), which lapsed, followed by the parties entering into a First Amendment to Agreement of Purchase and Sale ("APSA"). After the PSA lapsed and before entering into the APSA on or about September 27, 2019 for the purchase and sale of the Property, 2 Plaintiffs were induced by and reasonably relied upon Defendants' deceptive partial disclosures of fact, omissions of facts that should have been disclosed, and representations to Plaintiffs' principals that Gold's Gym International, Inc. was a "solid company" that was "fiscally well-managed" and could "assure financial performance" of the Property being marketed for sale anchored by the lease to the Tenant. Defendants TRT and RBR agreed, inter alia, as an inducement to Plaintiffs' principals, that Plaintiffs' purchase of the Property would include a six- year extension of the lease to the Tenant with an above-market rent increase, thereby securing the future income stream which anchored the value of the Property. Consequently, and in reliance on Defendants' representations and omissions regarding the existing and future income stream via the lease and the lease extension to the Tenant, and the assurances of existing solid operational performance by the Tenant justifying the rental stream, Plaintiffs' affiliate Leeton, on behalf of Plaintiffs, entered on or about to the APSA, RBR and the Tenant entered into a First Amendment to Amended and Restated Shopping Center Lease ("Lease Extension"), and the transaction closed on November 27, 2019. 2 Summary judgment was denied in its entirety as to enforceability of an alleged disclaimer of reliance as contained within the Parties’ PSA, and preclude Defendants from avoiding liability for their fraud based upon the non-negotiated boilerplate provisions of the PSA. PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 3 10028207 Discovery in this case remains ongoing. In late February and throughout March 2023, 3 Defendants issued notices of Subpoenas to non-parties Revere Capital, LLC, Capital Bank, Hancock Whitney Corporation, and INB National Association ("Non-Party Banks") that included Requests for Documents. The Non-Party Banks are prospective and/or committed lenders that Plaintiffs contacted and/or provided information to in contemplation of the purchase and sale of the Property. Defendants' Subpoenas to the Non-Party Banks contain near-identical Requests for Documents,4 including a facially overbroad request to each of the Non-Party Banks for: "2. All Documents Buyer provided to You related to or in support of any loan documents, loan applications, or other qualifying applications concerning the Transaction." (emphasis added). This particular Request for Documents, unlike others enumerated in Defendants' Requests for Documents to the Non-Party Banks, did not specify or describe with particularity any individual item or category of items sought by this Request (compare with, e.g.: "3. All Documents related to or concerning the value of the Premises in 2019, including all appraisals, valuations, or similar estimates or evaluations."; and "5. All Documents related to or concerning property taxes, including tax assessments and property appraisals for tax assessments, as it relates to the Premises."). Plaintiffs did not initially have objections to the Non-Party Banks' respective intentions to respond in compliance with Defendants' Subpoenas. Various in-house counsel and outside counsels for the Non-Party Banks have made contact with counsel for Plaintiffs and for Defendants, respectively, to discuss compliance with Defendants' Subpoenas. Consistent with applicable state law and state and federal banking regulations governing customers' financial security and privacy, counsel 3Defendants issued near-identical subpoenas for production of documents to Revere Capital, LLC (February 27, 2023); INB National Association (March 2, 2023); Hancock Whitney Corporation (March 2, 2023); and Central Trust Bank (March 20, 2023). 4 True and correct copies of Defendants' Subpoenas with Requests for Documents are attached collectively as Exhibit 1. PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 4 10028207 for Plaintiffs and Defendants agreed to a protective protocol for Plaintiffs' counsel to initially review any documents that the Non-Party Banks intended to produce in response to Defendants' Subpoenas. Now that the parties have proceeded with the protocol for the Non-Party Banks' productions, Plaintiffs are now aware that the Non-Party Banks possess certain documents irrelevant to this litigation—personal financial statements and tax returns of Plaintiffs' individual principals—that could be broadly construed as responsive to the Requests for Documents sought by Defendants' Subpoenas. One of the Bank Non-Parties, Hancock Whitney Corporation (d/b/a Whitney Bank), recently tendered to Plaintiffs' counsel a set of documents for Plaintiffs' counsel's review that Whitney Bank intends to produce in response to Defendants' Subpoena. These documents under review contain the documents at issue—personal financial statements and tax returns of Plaintiffs' individual principals— that are irrelevant to any claim or defense in this case, and therefore should be protected from production and disclosure in discovery. III. PLAINTIFFS' OBJECTIONS TO DEFENDANTS' SUBPOENAS Plaintiffs, as legal persons affected by Defendants' Subpoenas, object to the improper requests for production in discovery of personal financial statements and tax returns of Plaintiffs' individual principals (implicated by Request 2 in Defendants' Subpoenas), from the Non-Party Banks as well as from any other source, as such requests are overbroad and harassing, duplicative of other information produced and/or available in the case pertaining to Plaintiffs' principals, and seek irrelevant (and therefore non-discoverable) information beyond the scope of permissible discovery on any claim or defense in this case. Plaintiffs object to Defendants' Subpoenas because the specific documents at issue—personal financial statements and tax returns of Plaintiffs' individual principals—invade and violate bank secrecy laws expressly designed to protect Plaintiffs' principals from unauthorized disclosures by the Non-Party Banks of Plaintiffs' principals' personal, private financial information. Under applicable PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 5 10028207 state and federal banking laws and regulations, including but not limited to, the Financial Modernization Act (Gramm-Leach-Blily Act) (15 U.S.C. § 6801), the Safeguards Rule (16 C.F.R. § 314, et seq.), and the FTC Act (15 U.S.C.A. § 45(a)), the Non-Party Banks have statutory obligations and legal duties to protect non-public customer information from unauthorized disclosure that is expansive or overbroad in scope, even in compliance with a validly-issued subpoena. IV. MOTION FOR PROTECTIVE ORDER This Court has the discretion to protect a party with a protective order. T EX. R. CIV. P. 192.6; Eurecat US, Inc. v. Marklund, 527 S.W.3d 367, 378 (Tex. App.—Dallas 2017, pet. denied) (citing Axelson, Inc. v. McIlhany, 798 S.W.2d 550, 553 (Tex. 1990) ("Thus the trial court has discretion to narrow the scope of discovery on a case by case basis with a protective order."). Accordingly, the Court has the authority to limit the scope or distribution of discovery based on the needs and circumstances of the case. See TEX. R. CIV. P. 192 cmt. 7. Texas Rule of Civil Procedure 192.6 authorizes trial courts to, among other things, "make any order in the interest of justice necessary to protect the movant from undue burden, unnecessary expense, harassment or annoyance, or invasion of personal, constitutional, or property rights." At issue is a Request to each of the Non-Party Banks for "All Documents Buyer provided to You related to or in support of any loan documents, loan applications, or other qualifying applications concerning the Transaction." The Request itself does not specify or describe with particularity the Plaintiffs' principals' personal financial information and tax returns that Defendants claim are responsive. Now that Plaintiffs have objected to their production, Defendants bear the burden of establishing relevancy and materiality of Plaintiffs' principals' personal tax returns, as the party seeking production. In re Irvin, No. 05-98-01771-CV, 1998 WL 908955, at *4 (Tex. App.—Dallas Dec. 31, 1998, no pet.); In re Beeson, 378 S.W.3d 8, 12 (Tex. App.—Houston [1st Dist.] 2011, no pet.). PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 6 10028207 The relevant claims and defenses in this case that bear upon discovery from Plaintiffs are atypical of the Texas cases where tax returns are both relevant and material to issues in the case. The Plaintiffs' principals' net worth and financial position are not at issue on any claim or defense, which demonstrates that their personal tax returns would not contain any relevant information not otherwise available from another source. In re Beeson, 378 S.W.3d at 12 (quoting Wal–Mart Stores, Inc. v. Alexander, 868 S.W.2d 322, 331 (Tex.1993) (Gonzalez, J. concurring) ("[T]rial courts should not allow discovery of private financial records, such as tax returns, when there are other adequate methods to ascertain net worth...."). To the extent Plaintiffs' principals' personal tax returns are remotely material or relevant to any issue in the case (they are neither), Defendants must demonstrate that such material and relevant information in those tax returns cannot be obtained through less intrusive means. In re Beeson, 378 S.W.3d at 12 (quoting In re Sullivan, 214 S.W.3d 622, 624–25 (Tex. App.—Austin 2006, orig. proceeding) ("Federal income tax returns are not material if the same information can be obtained from another source."). Based on the claims and defenses here, even including Defendants' contention that Plaintiffs' principals were sophisticated investors that should not have reasonably relied upon Defendants' fraudulent statements and omissions, Defendants cannot meet their burden to establish why Plaintiffs' principals' personal financial statements and tax returns are discoverable, absent proof of a special need for the specific production of tax returns. Id. (citing Maresca v. Marks, 362 S.W.2d 299, 301 (Tex. 1962) (orig. proceeding). In weighing the Plaintiffs' privacy interests in their principals' personal financial records, Defendants cannot establish a need for such evidence that would outweigh Plaintiffs' legitimate privacy interests and objections based on proportionality, relevancy, and materiality to claims and defenses. In sum, the overbreadth of the Request at issue to each of the Non-Party Banks, coupled with its irrelevance and disproportionality to any issue, claim, PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 7 10028207 or defense in this case, require the Court to protect Plaintiffs from improper production and disclosure of Plaintiffs' principals' personal financial statements and tax returns, from any source. V. CONCLUSION AND PRAYER WHEREFORE, Plaintiffs prays that the Court grant their Motion for Protection from Defendants' Subpoenas to non-parties Revere Capital, LLC, Capital Bank, Hancock Whitney Corporation, and INB National Association for Production of Documents, and issue an Order sustaining their Objections and protecting from disclosure the Plaintiffs' principals' personal financial information and tax returns, from the non-parties subject to Defendants' Subpoenas as well as from any other source. Plaintiffs further pray for any and all other relief to which they may be justly entitled. Respectfully submitted, KANE RUSSELL COLEMAN LOGAN PC By: /s/ Robert N. LeMay Robert N. LeMay State Bar No. 12188750 rlemay@krcl.com Jaime M. DeWees State Bar No. 24097593 jdewees@krcl.com Collin Delano State Bar No. 24109801 cdelano@krcl.com 901 Main Street Suite 5200 Dallas, Texas 75202 Telephone (214) 777-4254 Facsimile (214) 777-4299 ATTORNEYS FOR PLAINTIFFS PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 8 10028207 Certificate of Conference Counsel for Plaintiffs has conferred with counsel for Defendants, via email conferrals, regarding this Motion. As of April 14, 2023, Plaintiffs' counsel and Defendants' counsel have reached agreement that the documents at issue in this Motion, are to be withheld from responsive productions made by Non-Party Banks, and were withheld from productions made by Revere Capital, LLC and Hancock Whitney Corporation. Plaintiffs now file this motion and their objections as they pertain to the remaining Non-Party Banks—Central Trust Bank and INB National Association—that have not yet answered or produced documents in response to Defendants' Subpoenas. Plaintiffs have not ascertained a point-of-contact for either of the remaining Non-Party Banks, and file this motion and their objections to provide notice of the same. /s/ Robert N. LeMay Robert N. LeMay PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 9 10028207 Certificate of Service I hereby certify that a true and correct copy of the above and foregoing document was served on all known counsel of record in this cause in accordance with the Texas Rules of Civil Procedure on May 15, 2023, as follows: VIA EFILE Elliot Strader Xakema Henderson AKERMAN LLP 2001 Ross Avenue, Suite 3600 Dallas, Texas 75201 elliot.strader@akerman.com xakema.henderson@akerman.com ATTORNEYS FOR DEFENDANTS VIA Certified Mail, RRR #7018 1830 0000 8594 2347 VIA FedEx The Central Trust Bank (formerly Central Bank of St. Louis) c/o Bryna Edwards, Registered Agent 238 Madison Street Jefferson City, Missouri 65101 REGISTERED AGENT FOR CENTRAL TRUST BANK (NON-PARTY) VIA Certified Mail, RRR #7018 1830 0000 8594 2354 VIA FedEx INB, N.A. (formerly Illinois National Bank, Inc.) c/o Brett M. Tiemann 322 East Capitol Avenue Springfield, Illinois 62701 REGISTERED AGENT FOR INB, N.A. (NON-PARTY) /s/ Robert N. LeMay Robert N. LeMay PLAINTIFFS’ MOTION FOR PROTECTION FROM AND OBJECTIONS TO DEFENDANTS' SUBPOENAS – PAGE 10 10028207 FILED 3/20/2023 11:53 AM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Jenifer Trujillo DEPUTY CAUSE NO. DC-21-11406 MILTON 635 GRAVOIS ROAD LLC, § IN THE DISTRICT COURT 635 GRAVOIS ROAD LEASING LLC, and § 635 GRAVOIS ROAD REAL ESTATE, § LLC, § § Plaintiffs, § § v. § 44TH JUDICIAL DISTRICT § TRT HOLDINGS, INC., § RBR REAL ESTATE HOLDINGS, LLC, § BRIAN ZELMAN, and ADAM ZEITSIFF, § § Defendants. § DALLAS COUNTY, TEXAS NOTICE OF INTENTION TO SERVE SUBPOENA TO THE CENTRAL TRUST BANK FOR PRODUCTION OF DOCUMENTS To: The Central Trust Bank, formerly Central Bank of St. Louis, c/o Bryna Edwards, Registered Agent, 238 Madison Street, Jefferson City, Missouri 65101. To: Plaintiffs Milton 635 Gravois Road LLC, 635 Gravois Road Leasing LLC, and 635 Gravois Road Real Estate, LLC, by and through their attorney of record, c/o Robert N. LeMay, Kane Russell Coleman Logan PC, 901 Main Street, Suite 5200, Dallas, Texas 75202. PLEASE TAKE NOTICE that pursuant to Texas Rules of Civil Procedure 176 and 205.2 and Missouri Supreme Court Rule of Civil Procedure 57.09, 10 days after serving this notice, Defendants TRT Holdings, Inc., RBR Real Estate Holdings, LLC, Brian Zelman, and Adam Zeitsiff (collectively, “Defendants”) intend to serve the attached subpoena, which will be issued by the clerk of court for Cole County, Missouri compelling nonparty The Central Trust Bank, formerly Central Bank of St. Louis, to produce documents in its possession, custody, or control that are responsive to the requests in Exhibit A to the attached subpoena. When Defendants issue the attached subpoena, The Central Trust Bank shall be directed to produce those documents to Xakema Henderson at the offices of Akerman LLP, 2001 Ross Notice of Intention to Serve Subpoena 1|P a g e EXHIBIT 1 - Page 1 of 34 Avenue, Suite 3600, Dallas, Texas 75201 or to xakema.henderson@akerman.com at least seven days after the date of service of the subpoena. Date: March 15, 2023 Respectfully submitted, /s/ Xakema Henderson Elliot Strader Texas Bar No. 24063966 elliot.strader@akerman.com Xakema Henderson Texas Bar No. 24107805 xakema.henderson@akerman.com AKERMAN LLP 2001 Ross Avenue, Suite 3600 Dallas, Texas 75201 Telephone: 214.720.4300 Facsimile: 214.981.9339 ATTORNEYS FOR DEFENDANTS CERTIFICATE OF SERVICE I certify that a true and correct copy of the foregoing document was served to all counsel of record and on the following in accordance with the Texas Rules of Civil Procedure: The Central Trust Bank c/o Bryna Edwards 238 Madison Street Jefferson City, Missouri 65101 /s/ Xakema Henderson Xakema Henderson Notice of Intention to Serve Subpoena 2|P a g e EXHIBIT 1 - Page 2 of 34 CAUSE NO. DC-21-11406 MILTON 635 GRAVOIS ROAD LLC, § IN THE DISTRICT COURT 635 GRAVOIS ROAD LEASING LLC, and § 635 GRAVOIS ROAD REAL ESTATE, § LLC, § § Plaintiffs, § § v. § 44TH JUDICIAL DISTRICT § TRT HOLDINGS, INC., § RBR REAL ESTATE HOLDINGS, LLC, § BRIAN ZELMAN, and ADAM ZEITSIFF, § § Defendants. § DALLAS COUNTY, TEXAS SUBPOENA THE STATE OF MISSOURI TO ANY SHERIFF OR ANY CONSTABLE OF THE STATE OF MISSOURI, OR ANY OTHER PERSON AUTHORIZED TO SERVE AND EXECUTE SUBPOENAS AS PROVIDED BY RULE 57.09 OF THE MISSOURI SUPREME COURT RULES OF CIVIL PROCEDURE, GREETINGS: YOU ARE HEREBY COMMANDED TO SUMMON: The Central Trust Bank c/o Bryna Edwards 238 Madison Street Jefferson City, Missouri 65101 to produce all items or things within its possession, custody, or control that are listed in the document requests attached in Exhibit A on or before April 19, 2023 at 5 pm to Xakema Henderson, at the offices of Akerman LLP, 2001 Ross Ave., Ste. 3600, Dallas, Texas 75201, or xakema.henderson@akerman.com. Pursuant to rule 57.09 of the Missouri Supreme Court Rules of Civil Procedure: FAILURE BY ANY PERSON WITHOUT ADEQUATE EXCUSE TO OBEY A SUBPOENA SERVED UPON THAT PERSON MAY BE DEEMED A CONTEMPT OF THE COURT FROM WHICH THE SUBPOENA IS ISSUED OR A DISTRICT COURT IN THE COUNTY IN WHICH THE SUBPOENA IS SERVED, AND MAY BE PUNISHED BY FINE OR CONFINEMENT, OR BOTH. Subpoena 1|P a g e EXHIBIT 1 - Page 3 of 34 This Subpoena is being issued at the insistence of Defendants TRT Holdings, Inc., RBR Real Estate Holdings, LLC, Brian Zelman, and Adam Zeitsiff in the civil action, Cause No. DC-21- 11406, presently in the 44th Judicial District Court of Dallas County, Texas. Defendants will pay The Central Trust Bank’s reasonable costs of complying with this subpoena for records. Issued: March __, 2023 Respectfully submitted, /s/ Xakema Henderson Elliot Strader Texas Bar No. 24063966 elliot.strader@akerman.com Xakema Henderson Texas Bar No. 24107805 xakema.henderson@akerman.com AKERMAN LLP 2001 Ross Avenue, Suite 3600 Dallas, Texas 75201 Telephone: 214.720.4300 Facsimile: 214.981.9339 ATTORNEYS FOR DEFENDANTS Subpoena 2|P a g e EXHIBIT 1 - Page 4 of 34 EXHIBIT A INSTRUCTIONS AND DEFINITIONS 1. The requested documents must be served as specified in the subpoena. The Central Trust Bank will not be required to surrender the original items. The Central Trust Bank may comply with this subpoena by providing legible copies of the items to be produced to the attorneys whose name appears on this subpoena on or before the scheduled date of production. The Central Trust Bank may condition the preparation of the copies upon the payment in advance of the reasonable cost of preparation. The Central Trust Bank may mail, e-mail, or deliver the copies to the attorneys whose name appears on this subpoena. Please include a completed Business Records Affidavit with your production of records. A proposed affidavit is attached. 2. “Central Bank,” “you,” and “your” refer to The Central Trust Bank, formerly Central Bank of St. Louis, and its affiliates, parents; subsidiaries; predecessors, including Central Bank of St. Louis; representatives; employees, including Brian Liberman; attorneys; agents; or anyone purporting to act on behalf of the foregoing for Central Bank. 3. “Buyer” refers to Milton 7650 FM 78 LLC, Milton 635 Gravois Road LLC, 635 Gravois Road Leasing LLC, and 635 Gravois Road Real Estate, LLC, Leeton Real Estate Inc., and its representatives, employees, attorneys, agents, or anyone purporting to act on behalf of the foregoing, including but not limited to Michael Shabsels, Mark Graham, and Mark Cohen. 4. “Transaction” refers to Buyer’s purchase of a real estate development located at 635 Gravois Road in Fenton, Missouri. “Transaction” also includes Buyer’s purchase of a real estate development located at 7650 FM 78 in San Antonio, Texas. 5. “Premises” refers to the real estate development located at 635 Gravois Road in Fenton, Missouri. 6. “And” as well as “or” shall be construed disjunctively and conjunctively. 7. The singular form of any noun or pronoun as used herein shall include with its meaning the plural form of such noun or pronoun and vice versa. Similarly, the use of any masculine form of a pronoun shall also include within its meaning the feminine of such pronoun and vice versa. Additionally, the verb tenses as used herein for any verb shall also include within its meaning all other tenses of the verb as used. Subpoena 3|P a g e EXHIBIT 1 - Page 5 of 34 CAUSE NO. DC-21-11406 MILTON 635 GRAVOIS ROAD LLC, § IN THE DISTRICT COURT 635 GRAVOIS ROAD LEASING LLC, and § 635 GRAVOIS ROAD REAL ESTATE, § LLC, § § Plaintiffs, § § v. § 44TH JUDICIAL DISTRICT § TRT HOLDINGS, INC., § RBR REAL ESTATE HOLDINGS, LLC, § BRIAN ZELMAN, and ADAM ZEITSIFF, § § DALLAS COUNTY, TEXAS Defendants. REQUESTS FOR DOCUMENTS 1. All Documents exchanged between You and Buyer, including Michael Shabsels, Mark Graham, or Mark Cohen, related to or reflecting Buyer’s expressed intent or reasons for, bases, or interest in buying the Premises or entering any part of the Transaction. 2. All Documents Buyer provided to You related to or in support of any loan documents, loan applications, or other qualifying applications concerning the Transaction. 3. All Documents related to or concerning the value of the Premises in 2019, including all appraisals, valuations, or similar estimates or evaluations. 4. All Documents You relied on in agreeing to approve the loan that is the subject of the Transaction, including but not limited to any appraisals, market reports, or property evaluations. 5. All Documents related to or concerning property taxes, including tax assessments and property appraisals for tax assessments, as it relates to the Premises. Subpoena 4|P a g e EXHIBIT 1 - Page 6 of 34 CAUSE NO. DC-21-11406 MILTON 635 GRAVOIS ROAD LLC, § IN THE DISTRICT COURT 635 GRAVOIS ROAD LEASING LLC, and § 635 GRAVOIS ROAD REAL ESTATE, § LLC, § § Plaintiffs, § § v. § 44TH JUDICIAL DISTRICT § TRT HOLDINGS, INC., § RBR REAL ESTATE HOLDINGS, LLC, § BRIAN ZELMAN, and ADAM ZEITSIFF, § § Defendants. § DALLAS COUNTY, TEXAS BUSINESS RECORDS AFFIDAVIT STATE OF __________________ § § COUNTY OF ________________ § BEFORE ME, the undersigned authority, on this day personally appeared ______________________________, the affiant, whose identity is known to me. After I administered an oath, affiant testified as follows: “1. My name is __________________________ . I am over 18 years of age, of sound mind, and capable of making this affidavit. The facts stated in this affidavit are within my personal knowledge and are true and correct. 2. I am the Custodian of Records for the records requested from The Central Trust Bank, formerly known as the Central Bank of St. Louis, and am familiar with the manner in which its records are created and maintained by virtue of my duties and responsibilities. 3. In response to the Subpoena for Production of Documents served on The Central Trust Bank in the above-referenced matter, I have made or caused to be made a thorough search Business Records Affidavit 1|P a g e EXHIBIT 1 - Page 7 of 34 of all records available to me and/or The Central Trust Bank. Attached to this affidavit are ____ pages of records from The Central Trust Bank responsive to Plaintiff’s Subpoena for Production of Documents. They are the original records or exact duplicates of the original records. 4. The records were made at or near the time of each act, event, condition, or opinion that was recorded. 5. It is the regular practice of The Central Trust Bank to make this type of record at or near the time of each act, event, condition, opinion, or diagnosis that was recorded. 6. The records were made by, or from information transmitted by, persons with knowledge of the matters set forth in the record. 7. It is the regular practice of The Central Trust Bank for this type of record to be made by, or from information transmitted by, persons with knowledge of the matters set forth in the record. 8. The records were kept in the course of regularly conducted business activity. 9. It is the regular practice of The Central Trust Bank to keep this type of record in the course of regularly conducted business activity. 10. It is the regular practice of the business activity to make the records. FURTHER AFFIANT SAYETH NAUGHT.” ____________________________ AFFIANT SWORN TO and SUBSCRIBED before me by _______________________on this, the____ day of , 2023. __________________________ Notary Public in and for the State of ___________ Business Records Affidavit 2|P a g e EXHIBIT 1 - Page 8 of 34 Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules. Madison Torry Bar No. 24131719 madison.torry@akerman.com Envelope ID: 73807939 Filing Code Description: Discovery Filing Description: NOTICE OF INTENT TO SERVE SUBPOENA Status as of 3/20/2023 12:25 PM CST Associated Case Party: MILTON 635 GRAVOIS ROAD LLC Name BarNumber Email TimestampSubmitted Status Robert LeMay rlemay@krcl.com 3/20/2023 11:53:16 AM SENT Jaime DeWees jdewees@krcl.com 3/20/2023 11:53:16 AM SENT Associated Case Party: TRT HOLDINGS, INC. Name BarNumber Email TimestampSubmitted Status Elliot Strader elliot.strader@akerman.com 3/20/2023 11:53:16 AM SENT Xakema Henderson xakema.henderson@akerman.com 3/20/2023 11:53:16 AM SENT Case Contacts Name BarNumber Email TimestampSubmitted Status Teresa Rowe trowe@krcl.com 3/20/2023 11:53:16 AM SENT Connie Nims cnims@krcl.com 3/20/2023 11:53:16 AM SENT Bree Kimball BKimball@krcl.com 3/20/2023 11:53:16 AM SENT EXHIBIT 1 - Page 9 of 34 FILED 3/2/2023 1:58 PM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Brandon Keys DEPUTY CAUSE NO. DC-21-11406 MILTON 635 GRAVOIS ROAD LLC, § IN THE DISTRICT COURT 635 GRAVOIS ROAD LEASING LLC, and § 635 GRAVOIS ROAD REAL ESTATE, § LLC, § § Plaintiffs, § § v. § 44TH JUDICIAL DISTRICT § TRT HOLDINGS, INC., § RBR REAL ESTATE HOLDINGS, LLC, § BRIAN ZELMAN, and ADAM ZEITSIFF, § § DALLAS COUNTY, TEXAS Defendants. § NOTICE OF INTENTION TO SERVE SUBPOENA TO HANCOCK WHITNEY CORPORATION FOR PRODUCTION OF DOCUMENTS To: Hancock Whitney Corporation, c/o C.T. Corporation System, 645 Lakeland East Dr., Suite 101, Flowood, Mississippi 39232. To: Plaintiffs Milton 635 Gravois Road LLC, 635 Gravois Road Leasing LLC, and 635 Gravois Road Real Estate, LLC, by and through their attorney of record, c/o Robert N. LeMay, Kane Russell Coleman Logan PC, 901 Main Street, Suite 5200, Dallas, Texas 75202. PLEASE TAKE NOTICE that pursuant to Texas Rules of Civil Procedure 176 and 205.2 and Mississippi Statute, Miss. Code. Ann. § 11-59-5, 10 days after serving this notice, Defendants TRT Holdings, Inc., RBR Real Estate Holdings, LLC, Brian Zelman, and Adam Zeitsiff (collectively, “Defendants”) intend to serve the attached subpoena, which will be issued by the clerk of court for Rankin County, compelling nonparty Hancock Whitney Corporation (“Hancock Whitney”) to produce documents in its possession, custody, or control that are responsive to the requests in Exhibit A to the attached subpoena. When Defendants issue the attached subpoena, Hancock Whitney shall be directed to produce those documents to Xakema Henderson at the offices of Akerman LLP, 2001 Ross Notice of Intention to Serve Subpoena 1|P a g e EXHIBIT 1 - Page 10 of 34 Avenue, Suite 3600, Dallas, Texas 75201 or to xakema.henderson@akerman.com and to provide the requested testimony on or before the date set forth in the subpoena. Date: March 2, 2023 Respectfully submitted, /s/ Xakema Henderson Elliot Strader Texas Bar No. 24063966 elliot.strader@akerman.com Xakema Henderson Texas Bar No. 24107805 xakema.henderson@akerman.com AKERMAN LLP 2001 Ross Avenue, Suite 3600 Dallas, Texas 75201 Telephone: 214.720.4300 Facsimile: 214.981.9339 ATTORNEYS FOR DEFENDANTS CERTIFICATE OF SERVICE I certify that a true and correct copy of the foregoing document was served to all counsel of record and on the following in accordance with the Texas Rules of Civil Procedure: Hancock Whitney Corporation c/o C.T. Corporation System 645 Lakeland East Dr., Suite 101 Flowood, Mississippi 39232 /s/ Xakema Henderson Xakema Henderson Notice of Intention to Serve Subpoena 2|P a g e EXHIBIT 1 - Page 11 of 34 CAUSE NO. DC-21-11406 MILTON 635 GRAVOIS ROAD LLC, § IN THE DISTRICT COURT 635 GRAVOIS ROAD LEASING LLC, and § 635 GRAVOIS ROAD REAL ESTATE, § LLC, § § Plaintiffs, § § v. § 44TH JUDICIAL DISTRICT § TRT HOLDINGS, INC., § RBR REAL ESTATE HOLDINGS, LLC, § BRIAN ZELMAN, and ADAM ZEITSIFF, § § DALLAS COUNTY, TEXAS Defendants. § SUBPOENA THE STATE OF TEXAS TO ANY SHERIFF OR ANY CONSTABLE OF THE STATE OF TEXAS, OR ANY OTHER PERSON AUTHORIZED TO SERVE AND EXECUTE SUBPOENAS AS PROVIDED BY RULE 176 OF THE TEXAS RULES OF CIVIL PROCEDURE, GREETINGS: YOU ARE HEREBY COMMANDED TO SUMMON: Hancock Whitney Corporation c/o C.T. Corporation System 645 Lakeland East Dr., Suite 101 Flowood, Mississippi 39232 to produce all items or things within its possession, custody, or control that are listed in the document requests attached in Exhibit A on or before April 12, 2023 at 5 pm to Xakema Henderson, at the offices of Akerman LLP, 2001 Ross Ave., Ste. 3600, Dallas, Texas 75201, or xakema.henderson@akerman.com. Pursuant to rule 176.8 of the Texas Rules of Civil Procedure: FAILURE BY ANY PERSON WITHOUT ADEQUATE EXCUSE TO OBEY A SUBPOENA SERVED UPON THAT PERSON MAY BE DEEMED A CONTEMPT OF THE COURT FROM WHICH THE SUBPOENA IS ISSUED OR A DISTRICT COURT IN THE COUNTY IN WHICH THE SUBPOENA IS SERVED, AND MAY BE PUNISHED BY FINE OR CONFINEMENT, OR BOTH. Subpoena 1|P a g e EXHIBIT 1 - Page 12 of 34 This Subpoena is being issued at the insistence of Defendants TRT Holdings, Inc., RBR Real Estate Holdings, LLC, Brian Zelman, and Adam Zeitsiff in the civil action, Cause No. DC-21- 11406, presently in the 44th Judicial District Court of Dallas County, Texas. Defendants will pay Hancock Whitney Corporation’s reasonable costs of complying with this subpoena for records. Issued: March __, 2023 Respectfully submitted, /s/ Xakema Henderson Elliot Strader Texas Bar No. 24063966 elliot.strader@akerman.com Xakema Henderson Texas Bar No. 24107805 xakema.henderson@akerman.com AKERMAN LLP 2001 Ross Avenue, Suite 3600 Dallas, Texas 75201 Telephone: 214.720.4300 Facsimile: 214.981.9339 ATTORNEYS FOR DEFENDANTS Subpoena 2|P a g e EXHIBIT 1 - Page 13