Preview
FILED
7/19/2023 3:16 PM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Brandon Keys 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 TO COMPEL DISCOVERY RELATING TO DEFENDANT
BRIAN ZELMAN
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 to Compel Discovery Relating to Defendant Brian
Zelman, and respectfully show the Court as follows:
I SUMMARY
Plaintiffs have sued inter alia Defendants TRT Holdings, Inc. ("TRT") and RBR Real Estate
Holdings, LLC ("RBR"), as well as Defendant Brian Zelman ("Mr. Zelman") who acted on their
behalf, for their concerted fraud in a real estate transaction. Plaintiffs' pleadings unambiguously seek
to establish liability of Defendants TRT and RBR, respectively, for the acts of Mr. Zelman as their
employee, agent, and representative. Thus far in discovery, however, Defendants have obfuscated the
straightforward question of, what company(s) employ Mr. Zelman? TRT's and RBR's own corporate
representatives gave conflicting deposition testimony on the subject, and now Defendants and their
counsel refuse to produce any documents substantiating Mr. Zelman's employer(s), scope of
__
PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 1|
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employment, and job responsibilities. Through this motion, Plaintiffs seek an Order from the Court
compelling Defendants' responsive production to certain narrowly-tailored discovery requests
concerning Mr. Zelman's employment, including specifically documents sufficient to identify Mr.
Zelman's employer(s) during the relevant timeframe of this dispute (2018 through the present), and/or
that reflect or evidence Mr. Zelman's scope of employment and job responsibilities. Written discovery
requesting documents and information relating to Mr. Zelman's employment from 2018 through the
present was previously requested by Plaintiffs, to which Defendants refused to substantively respond
(Defendants' Responses and Objections are attached collectively as Exhibit A).
Il. FACTUAL BACKGROUND
In the beginning of 2018, Defendants TRT Holdings, Inc. ("TRT") and RBR Real Estate
Holdings, LLC ("RBR") were marketing for sale the real estate development containing a long-term
lease of a Gold's Gym located at 635 Gravois Road, Fenton, Missouri 63026 (the "Property"). RBR
is wholly owned by Robert B. Rowling, who was the controlling owner of TRT. See Exhibit B
(Excerpts from the deposition of Paul Jorge, as Corporate Representative of RBR and TRT). TRT,
RBR and Gold's Gym International, Inc. ("GGI") were all part of the family office of companies
controlled by the Rowling family. TRT was majority owner of and controlled GGI. See Exhibit C.
The Property was owned by RBR, with an existing long-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. Tenant was
both an affiliate of TRT and RBR, and operated a Gold's Gym in the Property (the "Fenton Gym").
A representative of TRT who acted on behalf of and was controlled by TRT, Brian Zelman,
spearheaded the marketing and sale of the Property and reported directly to the TRT Board of
Directors who directed his actions. See Exhibit D and Exhibit E (Excerpts from the corporate
representative depositions of RBR and TRT).
PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 2
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In May of 2019, RBR and Leeton Real Estate, Inc. ("Leeton"), an affiliate of Plaintiffs and
ultimately the manager of Gravois LLC, entered into an Agreement of Purchase and Sale ("PSA") with
a subsequent due diligence period and no earnest money at tisk. The PSA lapsed and negotiations
between Defendants and the principals of Plaintiffs continued, including due diligence regarding
specific information and details regarding the Property, and the Tenant.
In order to entice Plaintiffs’ principals’ interest and induce the purchase and acquisition of the
Property, Defendants made deceptive partial disclosures of fact, omitted facts that should have been
disclosed, and represented to Plaintiffs' principals that the Tenant and Fenton Gym were extremely
well performing and that Gold's Gym was committed to the St. Louis market where the Property,
anchored by the lease to Tenant, was located. In furtherance of Defendants! representations and
omissions regarding the Property's value, and as an inducement to Plaintiffs’ principals, Defendants
agreed, inter alia, that upon Plaintiffs’ purchase of the Property, Defendants TRT and RBR would
cause Tenant to agree to a six-year extension of the lease with a rent increase above market, 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 from the Tenant and the
assurance of existing very well performing solid business and operational performance by the Tenant
and the Fenton Gym justifying the rental stream, Plaintiffs’ affiliate Leeton, on behalf of Plaintiffs,
entered into a First Amendment to Agreement of Purchase and Sale ("APSA") on or about September
27, 2019, with Defendant RBR, for the purchase and sale of the Property. Pursuant to the APSA,
RBR and the Tenant entered into a First Amendment to Amended and Restated Shopping Center
Lease ("Lease Extension"), which allowed an additional due diligence period. The transaction
ultimately closed on November 27, 2019.
PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 3
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Plaintiff Gravois Leasing received rent payments for approximately four (4) months, until
approximately May 2020 (April 2020 was the last rent payment received). Neither Gold's Gym
International, Inc., nor the Tenant, ever performed under the terms of the Lease Extension. Rather,
as set forth in Plaintiffs' pleadings and this Court's judicial notice of publicly-filed proceedings, on or
about May 4, 2020, GGI and its affiliates and subsidiaries, including the Tenant, as Debtors, filed for
Chapter 11 bankruptcy in the United States Bankruptcy Court for the Northern District of Texas,
Dallas Division.’ All leases with the Tenant were ultimately rejected by the Bankruptcy Court because,
accordingly to Gold's Gym, the associated gyms including the Fenton Gym had been historically
poorly performing locations. Other adequately performing Gold's Gym leases were not rejected and
remain performing creating income for their landlords.
Il. PROCEDURAL BACKGROUND
Plaintiffs filed suit on or about August 24, 2021, asserting claims for statutory fraud in a real
estate transaction pursuant to TEX. BUS. & COMM. CODE § 27.01, et seq., fraudulent
misrepresentation, fraud by omission, and conspiracy to commit fraud. Plaintiffs’ live pleading” asserts
facts giving rise to Defendants TRT's and RBR's direct liability, as well as vicarious liability for
Defendant Zelman's fraudulent acts and omissions:
. {| 8: "Defendant Brian Zelman . made actionable misrepresentations individually
and, as a principal, agent, and/or representative of Defendants TRT and RBR, in
furtherance of inducing real estate transactions in Dallas, Dallas County, Texas.
Zelman was employed by TRT at all relevant times."
e {| 13: "Defendant Zelman, as a principal, agent, and/or representative of TRT
and RBR, worked with their brokers as well as independently, to market the
Premises to potential purchasers. Induced by Defendants' marketing efforts,
Plaintiffs' principals inquired further about the Premises along with other similar RBR
1See Case No. 20-31318-hdh11, In Re: GGI Holdings, LLC, et al, in the United States Bankruptcy Court for the
Northern District of Texas, Dallas Division (the “Bankruptcy’).
2 Pls. Second Amend. Pet., filed May 13, 2022.
PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 4
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properties. Time passed and the Premises remained on the market. Each Defendant
stood to gain and benefit from a transaction for the Premises."
4] 15: "As the owner of the land and improvements located at the Premises, Defendant
RBR and Defendant TRT, the holding company controlling the Tenant,
through Zelman, represented that if Plaintiffs acquired the Premises from RBR and
the Lease to Tenant, they would acquire a stable, long-term income stream from
good, solid-performing location" in Fenton, Missouri, as a result of the rents to be
paid by Tenant. Defendant Zelman made representations to Plaintifts' principals
as a principal, agent, and/or representative of Defendant TRT and Defendant
RBR, that the Tenant was "a good solid-performing location" that would agree
to a ptoposed extension of the term of the Lease that had already been solidly
performing for years. When Plaintiffs’ principals inquired why Defendant RBR was
selling the Premises if it was anchored by such a solid Tenant, Defendant Zelman
responded that it was simply "routine estate planning" for the principal of Defendants
‘TRT and RBR, and that they were "very happy with" the operations and performance
of the Tenant at the Premises. Each of these facts were known by Defendants to be
patently false because, as explained herein, they each knew and purposely
misrepresented and failed to disclose that the Tenant's business had, in fact, been
poorly performing for some time and was in fact poorly performing throughout the
timeframe that Defendants were marketing the Premises for sale and representing to
Plaintiffs’ principals that the Tenant was a "good solid-performing location."
{| 23: "[B]y way of their conduct and Misrepresentations, Defendants TRT and RBR
via their principals, representative, and agents, including specifically
Defendant Zelman, made false representations of past and existing material facts and
such false representations were made to Plaintiffs for the purpose of inducing
Plaintiffs to enter into contracts concerning the Premises, including inter alia the
APSA, the assignment of the APSA for the Premises and subsequent conveyance and
transaction contracts, and Plaintiffs in fact relied on Defendants! false representations
in entering into the contracts related to the purchase of the Premises."
{| 32: "When Defendant Zelman represented that the Tenant was a "solid
performing location" that was capable of sustaining the Tenant's performance
of a long-term lease at the Premises, and when Defendants Zeitsiff, TRT and RBR
agreed to procure the extension of the term of the Lease and increased the amount of
rent paid by the Tenant per the Extension in order to induce Plaintiffs to purchase the
Premises, Defendants had either (1) already discovered new information (regarding
the Tenant's unprofitability and being on "a list" of troubled locations) that made these
earlier representations untrue or misleading; (2) had made these partial disclosures that
created a false impression to Plaintiffs; or (3) had voluntarily disclosed only some
information, thereby creating a duty to disclose the whole truth."
On April 17, 2023, Plaintiffs served their Second Request for Production to Defendant
Zelman, and Fifth Requests for Production to Defendants RBR and TRT, respectively ("Plaintiffs'
_
PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 5
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RFPs"), that sought specific documents that are reasonably tailored to the issue of Defendant
Zelman's employer(s) and scope of employment and job responsibilities:
To Defendant Zelman:
REQUEST NO. 45: All Documents evidencing or reflecting your employment from
2018 through the present including but not limited to employment agreements, W-9
forms, W-4 forms, salary pay checks, statements of scope of work or job
responsibilities, employee acknowledgments of employment policies and retention,
engagement or employment letters. (any confidential or private personal information
to or from Zelman should be redacted and is not requested to be produced).
REQUEST NO. 46: All Documents evidencing or reflecting your scope of
employment or scope of responsibilities including but not limited to organization
charts, reporting requirements, statements of authority, business cards, descriptions of
title or office or job descriptions.
To Defendants RBR and TRT (each):
REQUEST NO. 55: All Documents evidencing or reflecting the employment of Brian
Zelman from 2018 through the present including but not limited to employment
agreements, W-9 forms, W-4 forms, salary pay checks, statements of scope of work or
job responsibilities, employee acknowledgments of employment policies and
retention, engagement or employment letters. (any confidential or private personal
information to or from Zelman should be redacted and is not requested to be
produced).
REQUEST NO. 56: All Documents evidencing or reflecting Brian Zelman's scope of
employment or scope of responsibilities including but not limited to organization
charts, reporting requirements, statements of authority, business cards, descriptions of
title or office or job descriptions.
On May 19, 2023, Defendants RBR, TRT, and Zelman’ served their respective Objections
and Responses to Plaintiffs! RFPs (Defendants' Objections and Responses are collectively attached as
Exhibit A). Defendant Zelman asserted objections to RFPs 45 and 46 as being "overbroad and
harassing," and "because such documents are not relevant to Plaintiffs' claims and are not proportional
to the needs in this case." Defendant Zelman also claims "he has no employment agreements,
3 True and correct copies of Defendants' respective Objections and Responses to Plaintiffs' RFPs served on
May 19, 2023, are attached hereto collectively as Exhibit A.
_
PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 6
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statements of scope of work or job responsibilities, employee acknowledgements of employment
policies and retention, or engagement or employment letters responsive to this request," and asserts
he “will not otherwise be producing documents responsive to this request subject to" his objections.
Defendants RBR and TRT also asserted similar objections to RFPs 55 and 56, respectively, that the
requests regarding Zelman's employment are "overbroad and harassing," and "duplicative of" other
requests, and claim they too have "no documents responsive to this request."* See Exhibit A.
On June 5, 2023, Plaintiffs' counsel sent a written conferral letter (attached as Exhibit F) to
Defendants' counsel regarding Defendants' objections to the RFPs pertaining to Defendant Zelman's
employment,’ and clarified the reasonable scope for the same:
"In an effort to reasonably tailor the scope of discovery to the proportional needs of
this case concerning relevant documents related to Brian Zelman, it is acceptable for
Defendants to produce ‘all Documents sufficient to identify or reflect the
employment of Brian Zelman from 2018 through the present.' The documents listed
in the RFPs at issue are meant as guidance for identifying with reasonable particularity
the documents that would sufficiently identify or reflect what entity or company
employs ot previously employed Zelman."
On June 13, 2023, Defendants' counsel provided a response to the conferral letter (Exhibit
G), in which Defendants! counsel indicated that Defendants refuse to produce documents responsive
to any of Plaintiffs' RFPs at issue (including specifically those cited above).
On June 28, 2023, Plaintiffs' counsel further conferred by telephone with Defendants' counsel,
but unfortunately counsel could not reach any agreement regarding Defendants’ production of
documents responsive to Plaintiffs! RFPs at issue that substantiate the facts regarding Mr. Zelman's
employer(s) during the relevant timeframe, scope of employment and/or job responsibilities.
4 See collectively Exhibit A.
5 A true and correct copy of Plaintiffs' counsel's June 5, 2023 conferral letter is attached as Exhibit F.
_
PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 7
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Iv. ARGUMENT & AUTHORITIES
The purpose of discovery is to seek the truth so disputes may be decided by what the facts
reveal, not by what facts are concealed. See Axelson, Inc. v. MeI/hany, 798 S.W.2d 550, 555 (Tex. 1990).
Discovery may be obtained about any matter relevant to the subject matter of the case. See Tex. R.
Civ. P. 192.3(a). Whether a particular item is "relevant to the subject matter" is broadly construed. In
re Nat'l Lloyds Ins. Co., 449 S.W.3d 486, 488 (Tex. 2014). Information is discoverable as long as it
appears "reasonably calculated to lead to the discovery of admissible evidence." Id. A trial court may
compel a party to respond to a discovery request. See Tex. R. Civ. P. 215.1(b). As discussed herein,
Defendants' responses to Plaintiffs! RFPs at issue are evasive, replete with groundless and improper
objections, and contain refusals to produce documents, thereby forcing Plaintiffs to jump through
hoops to obtain the discovery to which they are clearly entitled.
Plaintiffs intend to establish facts giving rise to Defendants TRT's and RBR's direct liability,
as well as vicarious liability for Defendant Zelman's fraudulent acts and omissions. Regarding Mr.
Zelman's employment, Plaintiffs! RFPs at issue seek documents substantiating Mr. Zelman's
employer(s), scope of employment, and job responsibilities, particularly where inconsistent testimony
given by Defendants' representatives warrants further discovery by compelling document production.
For example, Mr. Zelman testified in his April 4, 2023 deposition that he was first employed by
TRT affiliate", possibly TRT Equity Advisors, when he graduated from law school in 2012; then
became a director of real estate for TRT Holdings’ and/or Gold's Gym; and that he believed Omni
Hotels & Resorts now paid his checks. Exhibit H (Zelman deposition excerpts, pp. 8-10). During
the relevant timeframe in this litigation (2018—2020), Mr. Zelman had a @TRTholdings.com email
address, distinct from @goldsgym.com and @omnihotels.com email domains.
6 Mr. Zelman's personal LinkedIn page still identifies TRT Holdings, Inc. as his employer:
https: www.linkedin.com/in/brian-zelman-1ba40617/.
PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 8
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In contrast, Defendants RBR and TRT's corporate representative Paul Jorge testified that Mr.
Jorge was employed as a lawyer for TRT Equity Advisors, and that Mr. Zelman was "one of his co-
workers.’ " Exhibit I (Jorge deposition excerpts, pp. 11, 15). Mr. Jorge testified that Mr. Zelman is
currently employed by Omni Hotels Management Corporation, but could not recall "who his technical
employer was ot who technically employed him" in 2018 and 2019. Exhibit I. Mr. Jorge further
testified that TRT Holdings, Inc. "does not have any employees", but "many years ago, it did have
employees." Exhibit I (jorge deposition excerpts, p. 21). This testimony is noticeably inconsistent
with prior sworn statements from another TRT corporate representative in a different proceeding,
who asserted in a November 11, 2020 Declaration, inter alia, that "TRT employed a total of 40
employees as of April 30, 2018, and none of those employees held a position with Omni, except for
two individuals, Mike Smith and Paul Jorge." Exhibit J (publicly-available copy of Declaration of
Jeremy Williams in support of TRT Holdings, Inc.).
In light of these discrepancies in testimony, and pursuant to Plaintiffs’ allegations regarding
this relevant subject matter, Plaintiffs are entitled to document production substantiating Mr. Zelman's
employer(s), scope of employment, and job responsibilities, in order for Plaintiffs to develop evidence
regarding whether two or more entities—here, RBR, TRT, or their numerous affiliates and
subsidiaries—are effectively a single employer. Trevino v. Celanese Corp., 701 F.2d 397 (5th Cir. 1983).
To determine whether to treat two entities as a single employer, courts apply the four Trevino factors:
(1) the interrelation of operations; (2) centralized control of labor relations; (3) common management;
and (4) common ownership or financial control. Per Teague v. Omni Hotels Mgmt. Corp., the analysis
"ultimately focuses [on] whether the parent corporation was the final decision-maker in connection
with the employment matters underlying litigation and all four factors are examined only as they bear
on this precise issue." Teague v. Omni Hotels Mgmt. Corp., No. A-19-CV-00940-JRN, 2020 WL 7680547,
PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 9
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at *2 (W.D. Tex. Nov. 24, 2020) (citing Lusk ». Foxmeyer Health Corp., 129 F.3d 773, 778 (5th Cir.
1997)).
Moteover, where there may be more than one employer, courts "must apply the economic
realities test to each individual or entity alleged to be an employer" and each must satisfy the elements
of the integrated enterprise test as to whether : : (1) the interrelation of operations; (2) centralized
control of labor relations; (3) common management; and (4) common ownership or financial control.
Hawkins v. TRT Holdings, Inc., No. 3:19-CV-01806-X, 2021 WL 149021, at *3 (N.D. Tex. Jan. 15, 2021).
Texas law has recognized that whether a general employee of one employer may, in a particular
situation, become the borrowed servant of another employer is often a difficult question. A contract
between two employers providing that one shall have the right of control over certain employees is a
factor to be considered, such that a contract will not prevent the existence of a master-servant
relationship where the contract is "a mere sham or cloak designed to conceal the true legal relationship
between the parties." Newspapers, Inc. v. Love, 380 S.W.2d 582, 590 (Tex. 1964); see also Swift v. Aetna
Casualty €& Surety Co. 449 S.W.2d 818, 821 (Tex. Civ. App—Houston [14th Dist] 1970, no writ)
(contract not conclusive). Where the right of control prescribed or retained over an employee is a
controverted issue, it is a proper function for the fact-finder to consider what the employment contract
contemplated or whether it was even enforced. Exxon Corp. v. Perez, 842 S.W.2d 629, 630 (Tex. 1992).
Moreover, the presumption in Texas that the "parent corporation is not the employer of its
subsidiary's employees" can be overcome by a showing that the parent and subsidiary companies are
"superficially distinct entities that are sufficiently interrelated to constitute a single, integrated
enterprise," in which case those entities may be considered a single employer. Lusk, 129 F.3d at 778.
PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 10
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Indeed, this test was successfully applied against TRT Holdings, Inc. in another proceeding.”
In sum, based on Plaintiffs' appropriately-tailored requests for production to Defendants, and
pursuant to the theories of liability asserted in Plaintiffs' live pleading, Plaintiffs are entitled to
document production substantiating Mr. Zelman's employer(s), scope of employment, and job
responsibilities, in order for Plaintiffs to develop evidence regarding Defendants TRT's and RBR's
direct liability, as well as vicarious liability for Defendant Zelman's fraudulent acts and omissions
Vv. CONCLUSION AND PRAYER
WHEREFORE, Plaintiffs pray that the Court overrule Defendants’ Objections to Plaintiffs'
RFPs 45 and 46 to Zelman (Plaintiffs' Second Requests for Production to Defendant Zelman), and to
Plaintiffs' RFPs 45 and 46 to RBR and TRT, respectively (Plaintiffs' Fifth Requests for Production to
Defendants RBR and TRT, respectively), grant their Motion to Compel Discovery Relating to
Defendant Brian Zelman, and order Defendants to produce the documents and information requested
and identified herein. Plaintiffs further pray for any and all other relief to which they may be justly
entitled.
” Hawkins v. TRT Holdings, Inc., No. 3:19-CV-01806-X, 2021 WL 149021, at *3 (N.D. Tex. Jan. 15, 2021)
(Hawkins's allegations also suggest common management. TRT and Omni are headquartered at the same
address and share executive-level employees, such as James Caldwell, who was the President and Chief
Executive Officer of Omni while simultaneously being President of TRT.15 And Hawkins pled facts indicating
that TRT controls Omni's finances by setting Omni's budget, collecting all of Omni's earnings, and distributing
part of those earnings back to Omni.16 Overall, Hawkins's allegations plausibly state that TRT and Omni are
a single employer. Thus, Hawkins adequately pled that he had an employment relationship with TRT for the
purposes of Title VII and the Texas Labor Code.”).
PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN - PAGE 11
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Respectfully submitted,
KANE RUSSELL COLEMAN LOGAN P.C.
By: S/ Jaime M. DeWees
Robert N. LeMay
State Bar No. 12188750
tlemay@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
Certificate of Conference
Counsel for Plaintiffs has conferred with counsel for Defendants, via email and telephonic
confertals, regarding this Motion and the parties have not be able to reach an agreement as to the
issues identified herein. Accordingly, this Motion is presented to the Court for determination.
s Jaime M. DeWees
Jaime M. DeWees
PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 12
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Certificate of Service
Thereby 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 July 19, 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
S/ Jaime M. DeWees
Jaime M. DeWees
PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 13
10197685 v1
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,
Vv. 4474 JUDICIAL DISTRICT
TRT HOLDINGS, INC.,
RBR REAL ESTATE HOLDINGS, LLC,
BRIAN ZELMAN, and ADAM ZEITSIFF,
Defendants. DALLAS COUNTY, TEXAS
DEFENDANT RBR REAL ESTATE HOLDINGS, LLC’S OBJECTIONS AND
RESPONSES TO PLAINTIFF MILTON 635 GRAVOIS ROAD LLC’S
FIFTH REQUEST FOR PRODUCTION
Defendant RBR Real Estate Holdings, LLC (“RBR”) hereby serves its objections and
responses to Plaintiffs’ Fifth Request for Production as follows:
REQUEST NO. 55: All Documents evidencing or reflecting the employment of Brian Zelman
from 2018 through the present including but not limited to employment agreements, W-9 forms,
W-4 forms, salary pay checks, statements of scope of work or job responsibilities, employee
acknowledgements of employment policies and retention, engagement or employment letters.
(any confidential or private personal information to or from Zelman should be redacted and is not
requested to be produced).
RESPONSE: RBR objects to this request as it is overbroad and harassing in seeking
all documents evidencing Zelman’s employment without appropriate limits as to
scope. RBR further objects because such documents are not relevant to Plaintiffs’
claims and are not proportional to the needs in this case. After a diligent search, RBR
responds it has no documents responsive to this request.
REQUEST NO. 56: All Documents evidencing or reflecting Brian Zelman’s scope of
employment or scope of responsibilities including but not limited to organization charts, reporting
requirements, statements of authority, business cards, descriptions of title or office or job
descriptions.
RESPONSE: RBR objects to this request to the extent it is duplicative of the prior
request and incorporates the objections to that request herein. RBR also objects
DEFENDANT RBR REAL ESTATE HOLDINGS LLC’S RESPONSES
TO PLAINTIFFS’ FIFTH REQUEST FOR PRODUCTION Page 1
EXHIBIT A- Page 1 of &
because the request is overbroad in seeking all documents evidencing Zelman’s scope
of employment or responsibilities without appropriate limits as to time. After a
diligent search, RBR responds it has no documents responsive to this request.
REQUEST NO. 57: All Documents evidencing or reflecting any broker’s and/or marketing
company’s opinions of value or comparables or other appraisals concerning or supporting or which
were used to support the rental rates set forth in the Shopping Center Lease.
RESPONSE: After a diligent search, RBR responds it has no documents responsive
to this request that have not otherwise already been produced.
REQUEST NO. 58: Any slide decks or presentations by Broker or any other real estate
professional concerning the marketing of the Premises.
RESPONSE: After a diligent search, RBR responds it has no documents responsive
to this request that have not otherwise already been produced.
Respectfully submitted,
/s/ Elliot Strader
Elliot Strader
Texas Bar No. 24063966
Xakema Henderson
Texas Bar No. 24107805
AKERMAN LLP
2001 Ross Avenue, Suite 3600
Dallas, Texas 75201
Tel: 214-720-4380
Fi 14-98 1-9339
el strader@akerman.com
xakema.henderson@akerman.com
Counsel for Defendants
CERTIFICATE OF SERVICE
Thereby certify that a true and correct copy of the foregoing was served on all counsel of
record in accordance with the Texas Rules of Civil Procedure on May 19, 2023.
/s/ Elliot Strader
Elliot Strader
DEFENDANT RBR REAL ESTATE HOLDINGS, LLC’S RESPONSES
TO PLAINTIFFS’ FIFTH REQUEST FOR PRODUCTION Page 2
EXHIBIT A- Page 2 of &
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,
Vv. 4474 JUDICIAL DISTRICT
TRT HOLDINGS, INC.,
RBR REAL ESTATE HOLDINGS, LLC,
BRIAN ZELMAN, and ADAM ZEITSIFF,
Defendants. DALLAS COUNTY, TEXAS
DEFENDANT TRT HOLDINGS, INC.’S OBJECTIONS AND RESPONSES TO
PLAINTIFF MILTON 635 GRAVOIS ROAD LLC’S
FIFTH REQUEST FOR PRODUCTION
Defendant TRT Holdings, Inc. (“TRT”) hereby serves its objections and responses to
Plaintiffs’ Fifth Request for Production as follows:
REQUEST NO. 55: All Documents evidencing or reflecting the employment of Brian Zelman
from 2018 through the present including but not limited to employment agreements, W-9 forms,
W-4 forms, salary pay checks, statements of scope of work or job responsibilities, employee
acknowledgements of employment policies and retention, engagement or employment letters.
(any confidential or private personal information to or from Zelman should be redacted and is not
requested to be produced).
RESPONSE: TRT objects to this request as it is overbroad and harassing in seeking
all documents evidencing Zelman’s employment without appropriate limits as to
scope. TRT further objects because such documents are not relevant to Plaintiffs’
claims and are not proportional to the needs in this case. Further, after a diligent
search, TRT responds it has no employment agreements, statements of scope of work
or job responsibilities, employee acknowledgements of employment policies and
retention, or engagement or employment letters responsive to this request. TRT also
will not otherwise be producing documents responsive to this request subject to the
foregoing objections.
REQUEST NO. 56: All Documents evidencing or reflecting Brian Zelman’s scope of
employment or scope of responsibilities including but not limited to organization charts, reporting
DEFENDANT TRT HOLDINGS, INC.’S RESPONSES
TO PLAINTIFFS’ FIFTH REQUEST FOR PRODUCTION Page 1
EXHIBIT A- Page 3 of 8
requirements, statements of authority, business cards, descriptions of title or office or job
descriptions.
RESPONSE: TRT objects to this request to the extent it is duplicative of the prior
request and incorporates the objections to that request herein. TRT also objects
because the request is overbroad in seeking all documents evidencing Zelman’s scope
of employment or responsibilities without appropriate limits as to time. Further,
after a diligent search, TRT responds it has no documents responsive to this request.
REQUEST NO. 57: All Documents evidencing or reflecting any broker’s and/or marketing
company’s opinions of value or comparables or other appraisals concerning or supporting or which
were used to support the rental rates set forth in the Shopping Center Lease.
RESPONSE: After a diligent search, TRT responds it has no documents responsive
to this request.
REQUEST NO. 58: Any slide decks or presentations by Broker or any other real estate
professional concerning the marketing of the Premises.
RESPONSE: After a diligent search, TRT responds it has no documents responsive
to this request.
Respectfully submitted,
/s/ Elliot Strader
Elliot Strader
Texas Bar No. 24063966
Xakema Henderson
Texas Bar No. 24107805
AKERMAN LLP
2001 Ross Avenue, Suite 3600
Dallas, Texas 75201
Tel: 214-720-4380
Fax: 214-981-9339
elliot.strader@akerman.com
xakema.henderson@akerman.com
Counsel
for Defendants
DEFENDANT TRT HOLDINGS, INC.’S RESPONSES
TO PLAINTIFFS’ FIFTH REQUEST FOR PRODUCTION Page 2
EXHIBIT A- Page 4 of &
CERTIFICATE OF SERVICE
Thereby certify that a true and correct copy of the foregoing was served on all counsel of
record in accordance with the Texas Rules of Civil Procedure on May 19, 2023.
/s/ Elliot Strader
Elliot Strader
DEFENDANT TRT HOLDINGS, INC.’S RESPONSES
TO PLAINTIFFS’ FIFTH REQUEST FOR PRODUCTION Page 3
EXHIBIT A- Page 5 of &
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,
Vv. 4474 JUDICIAL DISTRICT
TRT HOLDINGS, INC.,
RBR REAL ESTATE HOLDINGS, LLC,
BRIAN ZELMAN, and ADAM ZEITSIFF,
Defendants. DALLAS COUNTY, TEXAS
DEFENDANT BRIAN ZELMAN’S OBJECTIONS AND RESPONSES
TO PLAINTIFF MILTON 635 GRAVOIS ROAD LLC’S
SECOND REQUEST FOR PRODUCTION
Defendant Brian Zelman (“Zelman”) hereby serves his objections and responses to
Plaintiffs’ Second Request for Production as follows:
REQUEST NO. 45: All Documents evidencing or reflecting your employment from 2018
through the present including but not limited to employment agreements, W-9 forms, W-4 forms,
salary pay checks, statements of scope of work or job responsibilities, employee
acknowledgements of employment policies and retention, engagement or employment letters.
(any confidential or private personal information to or from Zelman should be redacted and is not
requested to be produced).
RESPONSE: Zelman objects to this request as it is overbroad and harassing in
seeking all documents evidencing his employment without appropriate limits as to
scope. Zelman further objects because such documents are not relevant to Plaintiffs’
claims and are not proportional to the needs in this case. Further, after a diligent
search, Zelman responds he has no employment agreements, statements of scope of
work or job responsibilities, employee acknowledgements of employment policies and
retention, or engagement or employment letters responsive to this request. Zelman
will not otherwise be producing documents responsive to this request subject to the
foregoing objections.
REQUEST NO. 46: All Documents evidencing or reflecting your scope of employment or scope
of responsibilities including but not limited to organization charts, reporting requirements,
statements of authority, business cards, descriptions of title or office or job descriptions.
DEFENDANT BRIAN ZELMAN’S RESPONSES
TO PLAINTIFFS’ SECOND REQUEST FOR PRODUCTION Page 1
EXHIBIT A- Page 6 of 8
RESPONSE: Zelman objects to this request to the extent it is duplicative of the prior
request and incorporates the objections to that request herein. Zelman also objects
because the request is overbroad in seeking all documents evidencing his scope of
employment or responsibilities without appropriate limits as to time. Further, after
a diligent search, Zelman responds he has no documents responsive to this request.
REQUEST NO. 47: All Documents evidencing or reflecting any broker’s and/or marketing
company’s opinions of value or comparables or other appraisals concerning or supporting or which
were used to support the rental rates set forth in the Shopping Center Lease.
RESPONSE: After a diligent search, Zelman responds he has no documents
responsive to this request.
REQUEST NO. 48: Any slide decks or presentations by Broker or any other real estate
professional concerning the marketing of the Premises.
RESPONSE: After a diligent search, Zelman responds he has no documents
responsive to this request.
Respectfully submitted,
/s/ Elliot Strader
Elliot Strader
Texas Bar No. 24063966
Xakema Henderson
Texas Bar No. 24107805
AKERMAN LLP
2001 Ross Avenue, Suite 3600
Dallas, Texas 75201
Tel: 214-720-4380
Fax: 214-981-9339
elliot.strader@akerman.com
xakema.henderson@akerman.com
Counsel for Defendants
DEFENDANT BRIAN ZELMAN’S RESPONSES
TO PLAINTIFFS’ SECOND REQUEST FOR PRODUCTION Page 2
EXHIBIT A- Page 7 of 8&
CERTIFICATE OF SERVICE
Thereby certify that a true and correct copy of the foregoing was served on all counsel of
record in accordance with the Texas Rules of Civil Procedure on May 19, 2023.
/s/ Elliot Strader
Elliot Strader
DEFENDANT BRIAN ZELMAN’S RESPONSES
TO PLAINTIFFS’ SECOND REQUEST FOR PRODUCTION Page 3
EXHIBIT A- Page 8 of 8
PAUL JORGE April 06, 2023
MILTON 635 GRAVOIS RD vs TRT HOLDINGS
NO. DC-21-11406
MILTON 635 GRAVOIS ROAD, TCs ENS HE Dito ere. COURT
635 GRAVOIS ROAD LEASING, LLC, )
635 GRAVOIS ROAD REAL ESTATE, )
inner )
Plaintiffs )
)
VS ) DALLAS COUNTY, TEXAS
)
10 TRT HOLDINGS, INC., RBR REAL )
11 ESTATE HOLDINGS, LLC, BRIAN )
12 ZELMAN, AND ADAM ZEITSIFF, )
as) Defendants Aare OUP Crniy Diss heer,
14
Preview
FILED 7/19/2023 3:16 PM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Brandon Keys 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 TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN 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 to Compel Discovery Relating to Defendant Brian Zelman, and respectfully show the Court as follows: I SUMMARY Plaintiffs have sued inter alia Defendants TRT Holdings, Inc. ("TRT") and RBR Real Estate Holdings, LLC ("RBR"), as well as Defendant Brian Zelman ("Mr. Zelman") who acted on their behalf, for their concerted fraud in a real estate transaction. Plaintiffs' pleadings unambiguously seek to establish liability of Defendants TRT and RBR, respectively, for the acts of Mr. Zelman as their employee, agent, and representative. Thus far in discovery, however, Defendants have obfuscated the straightforward question of, what company(s) employ Mr. Zelman? TRT's and RBR's own corporate representatives gave conflicting deposition testimony on the subject, and now Defendants and their counsel refuse to produce any documents substantiating Mr. Zelman's employer(s), scope of __ PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 1| 10197685 v1 employment, and job responsibilities. Through this motion, Plaintiffs seek an Order from the Court compelling Defendants' responsive production to certain narrowly-tailored discovery requests concerning Mr. Zelman's employment, including specifically documents sufficient to identify Mr. Zelman's employer(s) during the relevant timeframe of this dispute (2018 through the present), and/or that reflect or evidence Mr. Zelman's scope of employment and job responsibilities. Written discovery requesting documents and information relating to Mr. Zelman's employment from 2018 through the present was previously requested by Plaintiffs, to which Defendants refused to substantively respond (Defendants' Responses and Objections are attached collectively as Exhibit A). Il. FACTUAL BACKGROUND In the beginning of 2018, Defendants TRT Holdings, Inc. ("TRT") and RBR Real Estate Holdings, LLC ("RBR") were marketing for sale the real estate development containing a long-term lease of a Gold's Gym located at 635 Gravois Road, Fenton, Missouri 63026 (the "Property"). RBR is wholly owned by Robert B. Rowling, who was the controlling owner of TRT. See Exhibit B (Excerpts from the deposition of Paul Jorge, as Corporate Representative of RBR and TRT). TRT, RBR and Gold's Gym International, Inc. ("GGI") were all part of the family office of companies controlled by the Rowling family. TRT was majority owner of and controlled GGI. See Exhibit C. The Property was owned by RBR, with an existing long-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. Tenant was both an affiliate of TRT and RBR, and operated a Gold's Gym in the Property (the "Fenton Gym"). A representative of TRT who acted on behalf of and was controlled by TRT, Brian Zelman, spearheaded the marketing and sale of the Property and reported directly to the TRT Board of Directors who directed his actions. See Exhibit D and Exhibit E (Excerpts from the corporate representative depositions of RBR and TRT). PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 2 10197685 v1 In May of 2019, RBR and Leeton Real Estate, Inc. ("Leeton"), an affiliate of Plaintiffs and ultimately the manager of Gravois LLC, entered into an Agreement of Purchase and Sale ("PSA") with a subsequent due diligence period and no earnest money at tisk. The PSA lapsed and negotiations between Defendants and the principals of Plaintiffs continued, including due diligence regarding specific information and details regarding the Property, and the Tenant. In order to entice Plaintiffs’ principals’ interest and induce the purchase and acquisition of the Property, Defendants made deceptive partial disclosures of fact, omitted facts that should have been disclosed, and represented to Plaintiffs' principals that the Tenant and Fenton Gym were extremely well performing and that Gold's Gym was committed to the St. Louis market where the Property, anchored by the lease to Tenant, was located. In furtherance of Defendants! representations and omissions regarding the Property's value, and as an inducement to Plaintiffs’ principals, Defendants agreed, inter alia, that upon Plaintiffs’ purchase of the Property, Defendants TRT and RBR would cause Tenant to agree to a six-year extension of the lease with a rent increase above market, 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 from the Tenant and the assurance of existing very well performing solid business and operational performance by the Tenant and the Fenton Gym justifying the rental stream, Plaintiffs’ affiliate Leeton, on behalf of Plaintiffs, entered into a First Amendment to Agreement of Purchase and Sale ("APSA") on or about September 27, 2019, with Defendant RBR, for the purchase and sale of the Property. Pursuant to the APSA, RBR and the Tenant entered into a First Amendment to Amended and Restated Shopping Center Lease ("Lease Extension"), which allowed an additional due diligence period. The transaction ultimately closed on November 27, 2019. PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 3 10197685 v1 Plaintiff Gravois Leasing received rent payments for approximately four (4) months, until approximately May 2020 (April 2020 was the last rent payment received). Neither Gold's Gym International, Inc., nor the Tenant, ever performed under the terms of the Lease Extension. Rather, as set forth in Plaintiffs' pleadings and this Court's judicial notice of publicly-filed proceedings, on or about May 4, 2020, GGI and its affiliates and subsidiaries, including the Tenant, as Debtors, filed for Chapter 11 bankruptcy in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division.’ All leases with the Tenant were ultimately rejected by the Bankruptcy Court because, accordingly to Gold's Gym, the associated gyms including the Fenton Gym had been historically poorly performing locations. Other adequately performing Gold's Gym leases were not rejected and remain performing creating income for their landlords. Il. PROCEDURAL BACKGROUND Plaintiffs filed suit on or about August 24, 2021, asserting claims for statutory fraud in a real estate transaction pursuant to TEX. BUS. & COMM. CODE § 27.01, et seq., fraudulent misrepresentation, fraud by omission, and conspiracy to commit fraud. Plaintiffs’ live pleading” asserts facts giving rise to Defendants TRT's and RBR's direct liability, as well as vicarious liability for Defendant Zelman's fraudulent acts and omissions: . {| 8: "Defendant Brian Zelman . made actionable misrepresentations individually and, as a principal, agent, and/or representative of Defendants TRT and RBR, in furtherance of inducing real estate transactions in Dallas, Dallas County, Texas. Zelman was employed by TRT at all relevant times." e {| 13: "Defendant Zelman, as a principal, agent, and/or representative of TRT and RBR, worked with their brokers as well as independently, to market the Premises to potential purchasers. Induced by Defendants' marketing efforts, Plaintiffs' principals inquired further about the Premises along with other similar RBR 1See Case No. 20-31318-hdh11, In Re: GGI Holdings, LLC, et al, in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy’). 2 Pls. Second Amend. Pet., filed May 13, 2022. PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 4 10197685 v1 properties. Time passed and the Premises remained on the market. Each Defendant stood to gain and benefit from a transaction for the Premises." 4] 15: "As the owner of the land and improvements located at the Premises, Defendant RBR and Defendant TRT, the holding company controlling the Tenant, through Zelman, represented that if Plaintiffs acquired the Premises from RBR and the Lease to Tenant, they would acquire a stable, long-term income stream from good, solid-performing location" in Fenton, Missouri, as a result of the rents to be paid by Tenant. Defendant Zelman made representations to Plaintifts' principals as a principal, agent, and/or representative of Defendant TRT and Defendant RBR, that the Tenant was "a good solid-performing location" that would agree to a ptoposed extension of the term of the Lease that had already been solidly performing for years. When Plaintiffs’ principals inquired why Defendant RBR was selling the Premises if it was anchored by such a solid Tenant, Defendant Zelman responded that it was simply "routine estate planning" for the principal of Defendants ‘TRT and RBR, and that they were "very happy with" the operations and performance of the Tenant at the Premises. Each of these facts were known by Defendants to be patently false because, as explained herein, they each knew and purposely misrepresented and failed to disclose that the Tenant's business had, in fact, been poorly performing for some time and was in fact poorly performing throughout the timeframe that Defendants were marketing the Premises for sale and representing to Plaintiffs’ principals that the Tenant was a "good solid-performing location." {| 23: "[B]y way of their conduct and Misrepresentations, Defendants TRT and RBR via their principals, representative, and agents, including specifically Defendant Zelman, made false representations of past and existing material facts and such false representations were made to Plaintiffs for the purpose of inducing Plaintiffs to enter into contracts concerning the Premises, including inter alia the APSA, the assignment of the APSA for the Premises and subsequent conveyance and transaction contracts, and Plaintiffs in fact relied on Defendants! false representations in entering into the contracts related to the purchase of the Premises." {| 32: "When Defendant Zelman represented that the Tenant was a "solid performing location" that was capable of sustaining the Tenant's performance of a long-term lease at the Premises, and when Defendants Zeitsiff, TRT and RBR agreed to procure the extension of the term of the Lease and increased the amount of rent paid by the Tenant per the Extension in order to induce Plaintiffs to purchase the Premises, Defendants had either (1) already discovered new information (regarding the Tenant's unprofitability and being on "a list" of troubled locations) that made these earlier representations untrue or misleading; (2) had made these partial disclosures that created a false impression to Plaintiffs; or (3) had voluntarily disclosed only some information, thereby creating a duty to disclose the whole truth." On April 17, 2023, Plaintiffs served their Second Request for Production to Defendant Zelman, and Fifth Requests for Production to Defendants RBR and TRT, respectively ("Plaintiffs' _ PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 5 10197685 v1 RFPs"), that sought specific documents that are reasonably tailored to the issue of Defendant Zelman's employer(s) and scope of employment and job responsibilities: To Defendant Zelman: REQUEST NO. 45: All Documents evidencing or reflecting your employment from 2018 through the present including but not limited to employment agreements, W-9 forms, W-4 forms, salary pay checks, statements of scope of work or job responsibilities, employee acknowledgments of employment policies and retention, engagement or employment letters. (any confidential or private personal information to or from Zelman should be redacted and is not requested to be produced). REQUEST NO. 46: All Documents evidencing or reflecting your scope of employment or scope of responsibilities including but not limited to organization charts, reporting requirements, statements of authority, business cards, descriptions of title or office or job descriptions. To Defendants RBR and TRT (each): REQUEST NO. 55: All Documents evidencing or reflecting the employment of Brian Zelman from 2018 through the present including but not limited to employment agreements, W-9 forms, W-4 forms, salary pay checks, statements of scope of work or job responsibilities, employee acknowledgments of employment policies and retention, engagement or employment letters. (any confidential or private personal information to or from Zelman should be redacted and is not requested to be produced). REQUEST NO. 56: All Documents evidencing or reflecting Brian Zelman's scope of employment or scope of responsibilities including but not limited to organization charts, reporting requirements, statements of authority, business cards, descriptions of title or office or job descriptions. On May 19, 2023, Defendants RBR, TRT, and Zelman’ served their respective Objections and Responses to Plaintiffs! RFPs (Defendants' Objections and Responses are collectively attached as Exhibit A). Defendant Zelman asserted objections to RFPs 45 and 46 as being "overbroad and harassing," and "because such documents are not relevant to Plaintiffs' claims and are not proportional to the needs in this case." Defendant Zelman also claims "he has no employment agreements, 3 True and correct copies of Defendants' respective Objections and Responses to Plaintiffs' RFPs served on May 19, 2023, are attached hereto collectively as Exhibit A. _ PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 6 10197685 v1 statements of scope of work or job responsibilities, employee acknowledgements of employment policies and retention, or engagement or employment letters responsive to this request," and asserts he “will not otherwise be producing documents responsive to this request subject to" his objections. Defendants RBR and TRT also asserted similar objections to RFPs 55 and 56, respectively, that the requests regarding Zelman's employment are "overbroad and harassing," and "duplicative of" other requests, and claim they too have "no documents responsive to this request."* See Exhibit A. On June 5, 2023, Plaintiffs' counsel sent a written conferral letter (attached as Exhibit F) to Defendants' counsel regarding Defendants' objections to the RFPs pertaining to Defendant Zelman's employment,’ and clarified the reasonable scope for the same: "In an effort to reasonably tailor the scope of discovery to the proportional needs of this case concerning relevant documents related to Brian Zelman, it is acceptable for Defendants to produce ‘all Documents sufficient to identify or reflect the employment of Brian Zelman from 2018 through the present.' The documents listed in the RFPs at issue are meant as guidance for identifying with reasonable particularity the documents that would sufficiently identify or reflect what entity or company employs ot previously employed Zelman." On June 13, 2023, Defendants' counsel provided a response to the conferral letter (Exhibit G), in which Defendants! counsel indicated that Defendants refuse to produce documents responsive to any of Plaintiffs' RFPs at issue (including specifically those cited above). On June 28, 2023, Plaintiffs' counsel further conferred by telephone with Defendants' counsel, but unfortunately counsel could not reach any agreement regarding Defendants’ production of documents responsive to Plaintiffs! RFPs at issue that substantiate the facts regarding Mr. Zelman's employer(s) during the relevant timeframe, scope of employment and/or job responsibilities. 4 See collectively Exhibit A. 5 A true and correct copy of Plaintiffs' counsel's June 5, 2023 conferral letter is attached as Exhibit F. _ PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 7 10197685 v1 Iv. ARGUMENT & AUTHORITIES The purpose of discovery is to seek the truth so disputes may be decided by what the facts reveal, not by what facts are concealed. See Axelson, Inc. v. MeI/hany, 798 S.W.2d 550, 555 (Tex. 1990). Discovery may be obtained about any matter relevant to the subject matter of the case. See Tex. R. Civ. P. 192.3(a). Whether a particular item is "relevant to the subject matter" is broadly construed. In re Nat'l Lloyds Ins. Co., 449 S.W.3d 486, 488 (Tex. 2014). Information is discoverable as long as it appears "reasonably calculated to lead to the discovery of admissible evidence." Id. A trial court may compel a party to respond to a discovery request. See Tex. R. Civ. P. 215.1(b). As discussed herein, Defendants' responses to Plaintiffs! RFPs at issue are evasive, replete with groundless and improper objections, and contain refusals to produce documents, thereby forcing Plaintiffs to jump through hoops to obtain the discovery to which they are clearly entitled. Plaintiffs intend to establish facts giving rise to Defendants TRT's and RBR's direct liability, as well as vicarious liability for Defendant Zelman's fraudulent acts and omissions. Regarding Mr. Zelman's employment, Plaintiffs! RFPs at issue seek documents substantiating Mr. Zelman's employer(s), scope of employment, and job responsibilities, particularly where inconsistent testimony given by Defendants' representatives warrants further discovery by compelling document production. For example, Mr. Zelman testified in his April 4, 2023 deposition that he was first employed by TRT affiliate", possibly TRT Equity Advisors, when he graduated from law school in 2012; then became a director of real estate for TRT Holdings’ and/or Gold's Gym; and that he believed Omni Hotels & Resorts now paid his checks. Exhibit H (Zelman deposition excerpts, pp. 8-10). During the relevant timeframe in this litigation (2018—2020), Mr. Zelman had a @TRTholdings.com email address, distinct from @goldsgym.com and @omnihotels.com email domains. 6 Mr. Zelman's personal LinkedIn page still identifies TRT Holdings, Inc. as his employer: https: www.linkedin.com/in/brian-zelman-1ba40617/. PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 8 10197685 v1 In contrast, Defendants RBR and TRT's corporate representative Paul Jorge testified that Mr. Jorge was employed as a lawyer for TRT Equity Advisors, and that Mr. Zelman was "one of his co- workers.’ " Exhibit I (Jorge deposition excerpts, pp. 11, 15). Mr. Jorge testified that Mr. Zelman is currently employed by Omni Hotels Management Corporation, but could not recall "who his technical employer was ot who technically employed him" in 2018 and 2019. Exhibit I. Mr. Jorge further testified that TRT Holdings, Inc. "does not have any employees", but "many years ago, it did have employees." Exhibit I (jorge deposition excerpts, p. 21). This testimony is noticeably inconsistent with prior sworn statements from another TRT corporate representative in a different proceeding, who asserted in a November 11, 2020 Declaration, inter alia, that "TRT employed a total of 40 employees as of April 30, 2018, and none of those employees held a position with Omni, except for two individuals, Mike Smith and Paul Jorge." Exhibit J (publicly-available copy of Declaration of Jeremy Williams in support of TRT Holdings, Inc.). In light of these discrepancies in testimony, and pursuant to Plaintiffs’ allegations regarding this relevant subject matter, Plaintiffs are entitled to document production substantiating Mr. Zelman's employer(s), scope of employment, and job responsibilities, in order for Plaintiffs to develop evidence regarding whether two or more entities—here, RBR, TRT, or their numerous affiliates and subsidiaries—are effectively a single employer. Trevino v. Celanese Corp., 701 F.2d 397 (5th Cir. 1983). To determine whether to treat two entities as a single employer, courts apply the four Trevino factors: (1) the interrelation of operations; (2) centralized control of labor relations; (3) common management; and (4) common ownership or financial control. Per Teague v. Omni Hotels Mgmt. Corp., the analysis "ultimately focuses [on] whether the parent corporation was the final decision-maker in connection with the employment matters underlying litigation and all four factors are examined only as they bear on this precise issue." Teague v. Omni Hotels Mgmt. Corp., No. A-19-CV-00940-JRN, 2020 WL 7680547, PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 9 10197685 v1 at *2 (W.D. Tex. Nov. 24, 2020) (citing Lusk ». Foxmeyer Health Corp., 129 F.3d 773, 778 (5th Cir. 1997)). Moteover, where there may be more than one employer, courts "must apply the economic realities test to each individual or entity alleged to be an employer" and each must satisfy the elements of the integrated enterprise test as to whether : : (1) the interrelation of operations; (2) centralized control of labor relations; (3) common management; and (4) common ownership or financial control. Hawkins v. TRT Holdings, Inc., No. 3:19-CV-01806-X, 2021 WL 149021, at *3 (N.D. Tex. Jan. 15, 2021). Texas law has recognized that whether a general employee of one employer may, in a particular situation, become the borrowed servant of another employer is often a difficult question. A contract between two employers providing that one shall have the right of control over certain employees is a factor to be considered, such that a contract will not prevent the existence of a master-servant relationship where the contract is "a mere sham or cloak designed to conceal the true legal relationship between the parties." Newspapers, Inc. v. Love, 380 S.W.2d 582, 590 (Tex. 1964); see also Swift v. Aetna Casualty €& Surety Co. 449 S.W.2d 818, 821 (Tex. Civ. App—Houston [14th Dist] 1970, no writ) (contract not conclusive). Where the right of control prescribed or retained over an employee is a controverted issue, it is a proper function for the fact-finder to consider what the employment contract contemplated or whether it was even enforced. Exxon Corp. v. Perez, 842 S.W.2d 629, 630 (Tex. 1992). Moreover, the presumption in Texas that the "parent corporation is not the employer of its subsidiary's employees" can be overcome by a showing that the parent and subsidiary companies are "superficially distinct entities that are sufficiently interrelated to constitute a single, integrated enterprise," in which case those entities may be considered a single employer. Lusk, 129 F.3d at 778. PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 10 10197685 v1 Indeed, this test was successfully applied against TRT Holdings, Inc. in another proceeding.” In sum, based on Plaintiffs' appropriately-tailored requests for production to Defendants, and pursuant to the theories of liability asserted in Plaintiffs' live pleading, Plaintiffs are entitled to document production substantiating Mr. Zelman's employer(s), scope of employment, and job responsibilities, in order for Plaintiffs to develop evidence regarding Defendants TRT's and RBR's direct liability, as well as vicarious liability for Defendant Zelman's fraudulent acts and omissions Vv. CONCLUSION AND PRAYER WHEREFORE, Plaintiffs pray that the Court overrule Defendants’ Objections to Plaintiffs' RFPs 45 and 46 to Zelman (Plaintiffs' Second Requests for Production to Defendant Zelman), and to Plaintiffs' RFPs 45 and 46 to RBR and TRT, respectively (Plaintiffs' Fifth Requests for Production to Defendants RBR and TRT, respectively), grant their Motion to Compel Discovery Relating to Defendant Brian Zelman, and order Defendants to produce the documents and information requested and identified herein. Plaintiffs further pray for any and all other relief to which they may be justly entitled. ” Hawkins v. TRT Holdings, Inc., No. 3:19-CV-01806-X, 2021 WL 149021, at *3 (N.D. Tex. Jan. 15, 2021) (Hawkins's allegations also suggest common management. TRT and Omni are headquartered at the same address and share executive-level employees, such as James Caldwell, who was the President and Chief Executive Officer of Omni while simultaneously being President of TRT.15 And Hawkins pled facts indicating that TRT controls Omni's finances by setting Omni's budget, collecting all of Omni's earnings, and distributing part of those earnings back to Omni.16 Overall, Hawkins's allegations plausibly state that TRT and Omni are a single employer. Thus, Hawkins adequately pled that he had an employment relationship with TRT for the purposes of Title VII and the Texas Labor Code.”). PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN - PAGE 11 10197685 v1 Respectfully submitted, KANE RUSSELL COLEMAN LOGAN P.C. By: S/ Jaime M. DeWees Robert N. LeMay State Bar No. 12188750 tlemay@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 Certificate of Conference Counsel for Plaintiffs has conferred with counsel for Defendants, via email and telephonic confertals, regarding this Motion and the parties have not be able to reach an agreement as to the issues identified herein. Accordingly, this Motion is presented to the Court for determination. s Jaime M. DeWees Jaime M. DeWees PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 12 10197685 v1 Certificate of Service Thereby 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 July 19, 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 S/ Jaime M. DeWees Jaime M. DeWees PLAINTIFFS’ MOTION TO COMPEL DISCOVERY RELATING TO DEFENDANT BRIAN ZELMAN — PAGE 13 10197685 v1 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, Vv. 4474 JUDICIAL DISTRICT TRT HOLDINGS, INC., RBR REAL ESTATE HOLDINGS, LLC, BRIAN ZELMAN, and ADAM ZEITSIFF, Defendants. DALLAS COUNTY, TEXAS DEFENDANT RBR REAL ESTATE HOLDINGS, LLC’S OBJECTIONS AND RESPONSES TO PLAINTIFF MILTON 635 GRAVOIS ROAD LLC’S FIFTH REQUEST FOR PRODUCTION Defendant RBR Real Estate Holdings, LLC (“RBR”) hereby serves its objections and responses to Plaintiffs’ Fifth Request for Production as follows: REQUEST NO. 55: All Documents evidencing or reflecting the employment of Brian Zelman from 2018 through the present including but not limited to employment agreements, W-9 forms, W-4 forms, salary pay checks, statements of scope of work or job responsibilities, employee acknowledgements of employment policies and retention, engagement or employment letters. (any confidential or private personal information to or from Zelman should be redacted and is not requested to be produced). RESPONSE: RBR objects to this request as it is overbroad and harassing in seeking all documents evidencing Zelman’s employment without appropriate limits as to scope. RBR further objects because such documents are not relevant to Plaintiffs’ claims and are not proportional to the needs in this case. After a diligent search, RBR responds it has no documents responsive to this request. REQUEST NO. 56: All Documents evidencing or reflecting Brian Zelman’s scope of employment or scope of responsibilities including but not limited to organization charts, reporting requirements, statements of authority, business cards, descriptions of title or office or job descriptions. RESPONSE: RBR objects to this request to the extent it is duplicative of the prior request and incorporates the objections to that request herein. RBR also objects DEFENDANT RBR REAL ESTATE HOLDINGS LLC’S RESPONSES TO PLAINTIFFS’ FIFTH REQUEST FOR PRODUCTION Page 1 EXHIBIT A- Page 1 of & because the request is overbroad in seeking all documents evidencing Zelman’s scope of employment or responsibilities without appropriate limits as to time. After a diligent search, RBR responds it has no documents responsive to this request. REQUEST NO. 57: All Documents evidencing or reflecting any broker’s and/or marketing company’s opinions of value or comparables or other appraisals concerning or supporting or which were used to support the rental rates set forth in the Shopping Center Lease. RESPONSE: After a diligent search, RBR responds it has no documents responsive to this request that have not otherwise already been produced. REQUEST NO. 58: Any slide decks or presentations by Broker or any other real estate professional concerning the marketing of the Premises. RESPONSE: After a diligent search, RBR responds it has no documents responsive to this request that have not otherwise already been produced. Respectfully submitted, /s/ Elliot Strader Elliot Strader Texas Bar No. 24063966 Xakema Henderson Texas Bar No. 24107805 AKERMAN LLP 2001 Ross Avenue, Suite 3600 Dallas, Texas 75201 Tel: 214-720-4380 Fi 14-98 1-9339 el strader@akerman.com xakema.henderson@akerman.com Counsel for Defendants CERTIFICATE OF SERVICE Thereby certify that a true and correct copy of the foregoing was served on all counsel of record in accordance with the Texas Rules of Civil Procedure on May 19, 2023. /s/ Elliot Strader Elliot Strader DEFENDANT RBR REAL ESTATE HOLDINGS, LLC’S RESPONSES TO PLAINTIFFS’ FIFTH REQUEST FOR PRODUCTION Page 2 EXHIBIT A- Page 2 of & 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, Vv. 4474 JUDICIAL DISTRICT TRT HOLDINGS, INC., RBR REAL ESTATE HOLDINGS, LLC, BRIAN ZELMAN, and ADAM ZEITSIFF, Defendants. DALLAS COUNTY, TEXAS DEFENDANT TRT HOLDINGS, INC.’S OBJECTIONS AND RESPONSES TO PLAINTIFF MILTON 635 GRAVOIS ROAD LLC’S FIFTH REQUEST FOR PRODUCTION Defendant TRT Holdings, Inc. (“TRT”) hereby serves its objections and responses to Plaintiffs’ Fifth Request for Production as follows: REQUEST NO. 55: All Documents evidencing or reflecting the employment of Brian Zelman from 2018 through the present including but not limited to employment agreements, W-9 forms, W-4 forms, salary pay checks, statements of scope of work or job responsibilities, employee acknowledgements of employment policies and retention, engagement or employment letters. (any confidential or private personal information to or from Zelman should be redacted and is not requested to be produced). RESPONSE: TRT objects to this request as it is overbroad and harassing in seeking all documents evidencing Zelman’s employment without appropriate limits as to scope. TRT further objects because such documents are not relevant to Plaintiffs’ claims and are not proportional to the needs in this case. Further, after a diligent search, TRT responds it has no employment agreements, statements of scope of work or job responsibilities, employee acknowledgements of employment policies and retention, or engagement or employment letters responsive to this request. TRT also will not otherwise be producing documents responsive to this request subject to the foregoing objections. REQUEST NO. 56: All Documents evidencing or reflecting Brian Zelman’s scope of employment or scope of responsibilities including but not limited to organization charts, reporting DEFENDANT TRT HOLDINGS, INC.’S RESPONSES TO PLAINTIFFS’ FIFTH REQUEST FOR PRODUCTION Page 1 EXHIBIT A- Page 3 of 8 requirements, statements of authority, business cards, descriptions of title or office or job descriptions. RESPONSE: TRT objects to this request to the extent it is duplicative of the prior request and incorporates the objections to that request herein. TRT also objects because the request is overbroad in seeking all documents evidencing Zelman’s scope of employment or responsibilities without appropriate limits as to time. Further, after a diligent search, TRT responds it has no documents responsive to this request. REQUEST NO. 57: All Documents evidencing or reflecting any broker’s and/or marketing company’s opinions of value or comparables or other appraisals concerning or supporting or which were used to support the rental rates set forth in the Shopping Center Lease. RESPONSE: After a diligent search, TRT responds it has no documents responsive to this request. REQUEST NO. 58: Any slide decks or presentations by Broker or any other real estate professional concerning the marketing of the Premises. RESPONSE: After a diligent search, TRT responds it has no documents responsive to this request. Respectfully submitted, /s/ Elliot Strader Elliot Strader Texas Bar No. 24063966 Xakema Henderson Texas Bar No. 24107805 AKERMAN LLP 2001 Ross Avenue, Suite 3600 Dallas, Texas 75201 Tel: 214-720-4380 Fax: 214-981-9339 elliot.strader@akerman.com xakema.henderson@akerman.com Counsel for Defendants DEFENDANT TRT HOLDINGS, INC.’S RESPONSES TO PLAINTIFFS’ FIFTH REQUEST FOR PRODUCTION Page 2 EXHIBIT A- Page 4 of & CERTIFICATE OF SERVICE Thereby certify that a true and correct copy of the foregoing was served on all counsel of record in accordance with the Texas Rules of Civil Procedure on May 19, 2023. /s/ Elliot Strader Elliot Strader DEFENDANT TRT HOLDINGS, INC.’S RESPONSES TO PLAINTIFFS’ FIFTH REQUEST FOR PRODUCTION Page 3 EXHIBIT A- Page 5 of & 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, Vv. 4474 JUDICIAL DISTRICT TRT HOLDINGS, INC., RBR REAL ESTATE HOLDINGS, LLC, BRIAN ZELMAN, and ADAM ZEITSIFF, Defendants. DALLAS COUNTY, TEXAS DEFENDANT BRIAN ZELMAN’S OBJECTIONS AND RESPONSES TO PLAINTIFF MILTON 635 GRAVOIS ROAD LLC’S SECOND REQUEST FOR PRODUCTION Defendant Brian Zelman (“Zelman”) hereby serves his objections and responses to Plaintiffs’ Second Request for Production as follows: REQUEST NO. 45: All Documents evidencing or reflecting your employment from 2018 through the present including but not limited to employment agreements, W-9 forms, W-4 forms, salary pay checks, statements of scope of work or job responsibilities, employee acknowledgements of employment policies and retention, engagement or employment letters. (any confidential or private personal information to or from Zelman should be redacted and is not requested to be produced). RESPONSE: Zelman objects to this request as it is overbroad and harassing in seeking all documents evidencing his employment without appropriate limits as to scope. Zelman further objects because such documents are not relevant to Plaintiffs’ claims and are not proportional to the needs in this case. Further, after a diligent search, Zelman responds he has no employment agreements, statements of scope of work or job responsibilities, employee acknowledgements of employment policies and retention, or engagement or employment letters responsive to this request. Zelman will not otherwise be producing documents responsive to this request subject to the foregoing objections. REQUEST NO. 46: All Documents evidencing or reflecting your scope of employment or scope of responsibilities including but not limited to organization charts, reporting requirements, statements of authority, business cards, descriptions of title or office or job descriptions. DEFENDANT BRIAN ZELMAN’S RESPONSES TO PLAINTIFFS’ SECOND REQUEST FOR PRODUCTION Page 1 EXHIBIT A- Page 6 of 8 RESPONSE: Zelman objects to this request to the extent it is duplicative of the prior request and incorporates the objections to that request herein. Zelman also objects because the request is overbroad in seeking all documents evidencing his scope of employment or responsibilities without appropriate limits as to time. Further, after a diligent search, Zelman responds he has no documents responsive to this request. REQUEST NO. 47: All Documents evidencing or reflecting any broker’s and/or marketing company’s opinions of value or comparables or other appraisals concerning or supporting or which were used to support the rental rates set forth in the Shopping Center Lease. RESPONSE: After a diligent search, Zelman responds he has no documents responsive to this request. REQUEST NO. 48: Any slide decks or presentations by Broker or any other real estate professional concerning the marketing of the Premises. RESPONSE: After a diligent search, Zelman responds he has no documents responsive to this request. Respectfully submitted, /s/ Elliot Strader Elliot Strader Texas Bar No. 24063966 Xakema Henderson Texas Bar No. 24107805 AKERMAN LLP 2001 Ross Avenue, Suite 3600 Dallas, Texas 75201 Tel: 214-720-4380 Fax: 214-981-9339 elliot.strader@akerman.com xakema.henderson@akerman.com Counsel for Defendants DEFENDANT BRIAN ZELMAN’S RESPONSES TO PLAINTIFFS’ SECOND REQUEST FOR PRODUCTION Page 2 EXHIBIT A- Page 7 of 8& CERTIFICATE OF SERVICE Thereby certify that a true and correct copy of the foregoing was served on all counsel of record in accordance with the Texas Rules of Civil Procedure on May 19, 2023. /s/ Elliot Strader Elliot Strader DEFENDANT BRIAN ZELMAN’S RESPONSES TO PLAINTIFFS’ SECOND REQUEST FOR PRODUCTION Page 3 EXHIBIT A- Page 8 of 8 PAUL JORGE April 06, 2023 MILTON 635 GRAVOIS RD vs TRT HOLDINGS NO. DC-21-11406 MILTON 635 GRAVOIS ROAD, TCs ENS HE Dito ere. COURT 635 GRAVOIS ROAD LEASING, LLC, ) 635 GRAVOIS ROAD REAL ESTATE, ) inner ) Plaintiffs ) ) VS ) DALLAS COUNTY, TEXAS ) 10 TRT HOLDINGS, INC., RBR REAL ) 11 ESTATE HOLDINGS, LLC, BRIAN ) 12 ZELMAN, AND ADAM ZEITSIFF, ) as) Defendants Aare OUP Crniy Diss heer, 14