Preview
FILED
6/2/2023 3:29 PM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Martin Reyes DEPUTY
CAUSE NO. DC-16-01439
TRO-X, L.P., § IN THE DISTRICT COURT
§
Plaintiff, §
§
v. § 116TH JUDICIAL DISTRICT
§
EAGLE OIL & GAS CO., §
§
Defendant. § DALLAS COUNTY, TEXAS
PLAINTIFF TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’
AMENDED NOTICES OF INTENT TO TAKE ORAL AND VIDEOTAPED
DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-X, L.P.
Plaintiff TRO-X, L.P. (“TRO-X”) moves for protection from Defendants’ First Amended
Notice of Intent to Take Oral and Videotaped Deposition of Corporate Representative(s) of TRO-
X, L.P. (the “Eagle Defendants’ Notice”) 1 and Defendant Sterling Mi-Ro Partners, L.P.’s
(“Sterling Mi-Ro”) Amended Notice of Intent to Take Oral and Videotaped Deposition of
Corporate Representative of TRO-X (the “Sterling Mi-Ro Notice”), and would respectfully show
the Court as follows:
I. SUMMARY OF MOTION
The Eagle Defendants and Sterling Mi-Ro have noticed a corporate representative
deposition of TRO-X. Some of the deposition topics in the deposition notices lack reasonable
particularity, are overbroad, or are not within the scope of proper discovery. TRO-X has conferred
with counsel for the Eagle Defendants and Sterling Mi-Ro and has resolved some of TRO-X’s
objections. The objections that were not resolved are hereby presented to the Court for resolution.
1
“Defendants” refers to Eagle Oil & Gas, LLC as well as Defendants Patrick S. Bolin, Individually, Patrick S. Bolin,
as Co-Trustee of the Eagle Employee Overriding Royalty Trust, and Warren T. Ayres, as Co-Trustee of the Eagle
Employee Overriding Royalty Trust.
TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT
TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-
X, L.P. Page 1
II. BACKGROUND
This lawsuit arises from Eagle Oil & Gas Co.’s (“Eagle”) failure to share with TRO-X
production and sales proceeds arising from working interests and overriding royalty interests
acquired in connection with the Acreage Acquisition Agreement: New Prospects and Amendment
No. 1 to South Haley Prospects Agreement Pecos County, Texas (the “New Prospects
Agreement”) entered into between the parties as well as the fiduciary duties owed by Eagle while
it held TRO-X’s equitable interests in the working interests and overriding royalty interests for
TRO-X.
The term of the New Prospects Agreement was to be the greater of the term of the New
Prospect AMI or two years from the effective date of the New Prospects Agreement. See Exhibit
1 to TRO-X’s Sixth Amended Petition, at § V.A. Section III of the New Prospects Agreement
defines the term of the New Prospect AMI:
For a period of one year from the Effective Date, neither Party nor any Affiliate
shall acquire any Interests in the New Prospect AMI except under Section I
hereof. Thereafter, for an additional period of time ending at the last to expire
of any of the Interests in the New Prospects, not to exceed five years, if either
Party or an Affiliate separately acquires, directly or indirectly, any Interest
within the New Prospect AMI, the acquirer will, within five (5) days of
acquisition, provide all of the pertinent information concerning the acquisition
to the other Party.
See id., at § III. Based on these contractual terms, the New Prospects Agreement did not control
interests acquired after July 8, 2011, excluding interests acquired by Eagle in connection with the
sale or assignment of interests already acquired by Eagle in the New Prospects.
Through discovery in this case, TRO-X discovered that Eagle transferred to Sterling Mi-
Ro the overriding royalty interests reserved in the 2008 sale of mineral interests to Chesapeake
Exploration, LLC. Sterling Mi-Ro, an entity with no employees, was established by and is
TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT
TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-
X, L.P. Page 2
primarily owned and operated by Eagle’s owners and executives. Sterling Mi-Ro currently holds
legal title to the overriding royalty interests and has received millions of dollars in royalty
payments since 2012.
TRO-X’s claims (and Defendants’ defenses) define the scope of discovery in this lawsuit.
TRO-X is suing to recover production and sales proceeds arising from the non-cash sale proceeds
(working interests and overriding royalty interests) received by the Eagle Defendants (or Sterling
Mi-Ro) in connection with the New Prospects Agreement.
On January 6, 2023, the Eagle Defendants provided a draft Notice of Intent to Take Oral
and Videotaped Deposition of Corporate Representative(s) of TRO-X (“Draft Notice”) that
included thirty-eight topics. See Exhibit A, a true and correct copy of correspondence between
Eagle Defendants’ counsel and TRO-X’s counsel on January 6, 2023. On Tuesday, January 24,
2023, the Eagle Defendants’ counsel and TRO-X’s counsel conferenced on the scope of the topics
and some preliminary objections TRO-X planned to lodge to the proposed topics. At the end of
the conference, the Eagle Defendants’ counsel represented that he would review the issues noted
by TRO-X and serve a deposition notice that would reflect Eagle’s changes, if any, to the
deposition topics.
On January 27, 2023, the Eagle Defendants originally served a deposition notice (the “First
Notice”) which contained thirty-seven topics for a deposition of TRO-X’s corporate
representatives to occur on February 27, 2023. See Exhibit B. The Eagle Defendants’ Firsts
Notice addressed some, but not all, of TRO-X’s objections to the Eagle Defendants’ Draft Notice.
As a result, TRO-X moved for protection on February 20, 2023, seeking the Court’s protection
from presenting a corporate representative on topics nos. 11, 12, 16, 17, 18, 19, and 20. Later, the
TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT
TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-
X, L.P. Page 3
Eagle Defendants unilaterally cancelled the previously noticed deposition after TRO-X filed its
motion for protection. The noticed deposition did not occur.
On May 19, 2023, the Eagle Defendants served a new deposition notice (the “Second
Notice”) containing mostly the same topics. See Exhibit C. The Eagle Defendants’ Second
Notice failed to address any of the issues and objections raised in TRO-X’s February 20, 2023,
Motion for Protection. On May 25, 2023, Sterling Mi-Ro served its Notice of Intent to Take Oral
and Videotaped Deposition of Corporate Representative of TRO-X. See Exhibit D. Sterling Mi-
Ro’s Notice is virtually identical to the Eagle Defendants’ Second Notice with the slight exception
of adding definitions for parties and key documents. See id. Sterling Mi-Ro’s Notice suffered
from the same deficiencies in the Eagle Defendants’ Notice.
On May 31, 2023 and June 2, 2023, TRO-X conferred with the Eagle Defendants’ counsel
and Sterling Mi-Ro’s counsel, separately, to discuss TRO-X’s objections to their respective
corporate representative topics. Some, but not all, of the issues identified by TRO-X in its prior
objections and motion for protection were resolved by the conference. On June 1, 2023, the Eagle
Defendants served its First Amended Notice of Intent to Take Oral and Videotaped Deposition of
Corporate Representative(s) of TRO-X (the “Third Notice” attached as Exhibit E) and Sterling
Mi-Ro served its Amended of Intent to Take Oral and Videotaped Deposition of Corporate
Representative(s) of TRO-X (“Sterling Mi-Ro’s Second Notice” attached as Exhibit F). The
Third Notice and Sterling Mi-Ro’s Second Notice did not resolve or address the issues and
objections raised by TRO-X.
As a result, TRO-X is forced to again seek the Court’s protection from the following
corporate representative topics contained in the Third Notice and Sterling Mi-Ro’s Second Notice:
TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT
TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-
X, L.P. Page 4
The Eagle Defendants’ Corporate Representative Topics
10. Communications generally between TRO-X and any third parties regarding
(a) the NPA and/or South Haley Agreement, including the negotiation,
operation, performance or non-performance, actual or alleged breach,
interpretation or meaning, mechanics and operation, and termination of
those agreements; and (b) the New Prospects, including their acquisition,
divestiture, cash sale proceeds, non-cash sale proceeds including overrides
and/or back-ins, any drilling, royalties or payments relating thereto, and/or
their purported value or valuation.
11. Internal communications generally amongst members, managers, agents,
employees, or representatives of TRO-X, including regarding (a) the NPA
and/or South Haley Agreement, including the negotiation, operation,
performance or non-performance, actual or alleged breach, interpretation or
meaning, mechanics and operation, and termination of those agreements;
and (b) the interests comprising the New Prospects, including their
acquisition, divestiture, cash sale proceeds, non-cash sale proceeds
including overrides and/or back-ins, any drilling, royalties or payments
relating thereto, and/or their purported value or valuation.
12. Leases, cash sale proceeds, and/or non-cash sale proceeds including
overrides or back-ins taken, or attempted to be taken, by TRO-X or any of
its affiliates within the NPA Area of Mutual Interest, during its application
and also after its application (with respect to overriding royalty interests
and/or back-in working interests), including any drilling, any royalties or
payments relating thereto, and/or their purported value or valuation.
16. The factual bases and allegations underlying TRO-X’s claims in this lawsuit
including as set forth in Plaintiff’s Eighth Amended Petition (including on
its causes of action for declaratory judgment, breach of fiduciary duty,
knowing participation in breach of fiduciary duty, alter ego, civil
conspiracy, vicarious liability, breach of contract, breach of implied
covenant of good faith and fair dealing, money had and received, unjust
enrichment, and imposition of resulting trust), including as set forth in
Paragraphs 28, 35-49, 55-58, 61-79, 80-88, 89-93, 94-96, 98-100, 102-104,
105, 106-108, 109-110, 113-115, 118-119, 125, and 126-129 and related
damages, including the types and amounts thereof.
17. The factual allegations underlying the defenses and affirmative defenses of
TRO-X in this lawsuit including as set forth in TRO-X’s Answer to Eagle’s
First Amended Counterclaims, and the contentions and factual bases and
allegations underlying same.
TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT
TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-
X, L.P. Page 5
19. TRO-X’s positions (and the factual bases supporting such positions) in
responding to the defenses and affirmative defenses of Defendants in this
lawsuit, and the contentions and factual bases and allegations underlying
them, including as set forth in Defendants’ Answer to TRO-X’s Fifth
Amended Petition.
20. TRO-X’s positions taken in the pleadings and briefing in this lawsuit, in
Cause No. CV-46,196, 238th District Court of Midland County, Texas (the
“Midland Lawsuit”), in the briefing in No. 11-11-290-CV in the Eleventh
Court of Appeals (the “Eastland Appeal”), in the briefing in No. 05-17-
00052-CV in the Fifth Court of Appeals (the “Dallas Appeal”), and/or in
the briefing in No. 18-0983 in the Supreme Court of Texas (the “SCOTX
Appeal”).
See Exhibit E, at pp. 5-6. 2
Sterling Mi-Ro’s Corporate Representative Topics and Definition
Definition
1. “You” or “TRO-X” means TRO-X, L.P. and its present and former agents,
employees, representatives, attorneys, assigns, successors in interest, and
any person acting or purporting to act in whole or in part or on its behalf.
Corporate Representative Topic
11. Communications generally between TRO-X and any third parties regarding
(a) the New Prospects Agreement and/or South Haley Agreement and (b)
the New Prospects.
12. TRO-X’s internal communications generally regarding (a) the New
Prospects Agreement and/or South Haley Agreement and (b) the interests
comprising the New Prospects.
13. Leases, cash sale proceeds, and/or non-cash proceeds including overrides
or back-ins taken, or attempted to be taken, by TRO-X or any of its affiliates
within the New Prospects Agreement Area of Mutual Interest during its
application and also after its application, including any drilling, any
royalties or payments relating thereto, and/or their purported value or
valuation.
2
The numbers identified in this Motion correspond with the numbered topics contained in the Eagle Defendants’
Notice.
TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT
TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-
X, L.P. Page 6
17. The factual bases and allegations underlying TRO-X’s claims in this lawsuit
as set forth in Plaintiff’s Eighth Amended Petition and related damages
including the types and amounts thereof.
18. The defenses and affirmative defenses of Defendants in this lawsuit, and the
contentions and factual bases and allegations underlying them, including as
set forth in Defendants’ Answer to TRO-X’s Fifth Amended Petition and
Sterling Mi-Ro and Eagle Leasing’s Original Answer.
19. TRO-X’s pleadings and positions taken in this lawsuit, in Cause No. CV-
46,196, 238th District Court of Midland County, Texas (the “Midland
Lawsuit”), in the briefing in No. 11-11-290-CV in the Eleventh Court of
Appeals (the “Eastland Appeal”), in the briefing in No. 05-17-00052-CV in
the Fifth Court of Appeals (the “Dallas Appeal”), and/or in the briefing in
No. 18-0983 in the Supreme Court of Texas (the “SCOTX Appeal”).
See Exhibit F, at pp. 4, 6. 3 TRO-X seeks protection from presenting a corporate representative on
these topics and definition for the reasons discussed below.
III. ARGUMENTS & AUTHORITIES
A party may compel a witness who is a party or is retained by, employed by, or otherwise
subject to the control of a party to attend a deposition by serving a notice of oral deposition upon
the party’s attorney, and such service has the effect of a subpoena under Rule 176. See TEX. R.
CIV. P. 199.3. A person commanded to appear at a deposition, hearing, or trial, may move for an
order protecting the nonparty from producing the discovery sought. TEX. R. CIV. P. 176.6(e); TEX.
R. CIV. P. 192.6(a). A person need not comply with the part of a subpoena from which protection
is sought under this paragraph unless ordered by the court. See TEX. R. CIV. P. 176.6(e). TRO-X
has complied with Rule 176 and 192 by moving for protection and until the Court orders TRO-X
to provide deposition testimony on the topics that are the subject of this motion, TRO-X is not
required to testify on those topics.
3
The numbers identified in this Motion correspond with the numbered topics contained in Sterling Mi-Ro’s Notice.
TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT
TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-
X, L.P. Page 7
Texas Rule of Civil Procedure 199.2(b)(1) requires a corporate representative deposition
notice to “describe with reasonable particularity the matters on which examination is requested.”
TEX. R. CIV. P. 199.2(b)(1). Here, TRO-X seeks protection from the Eagle Defendants’ Second
Notice topics 11, 12, 16, 17, 18, 19, and 20 and Sterling Mi-Ro’s Notice of definition and topics
12, 13, 17, 18, and 19 because these topics fail to describe with reasonable particularity the matters
for which TRO-X is requested to designate and produce a corporate representative for deposition,
the topics are overbroad, and, in some cases, the topics are not limited to discoverable matters.
A. The Eagle Defendants’ Corporate Representative Topics Nos. 10 and 11 and
Sterling Mi-Ro’s Corporate Representative Topics Nos. 11 and 12
The Eagle Defendants’ Corporate Representative Topic Nos. 10 and 11 and Sterling Mi-
Ro’s Corporate Representative Topic Nos. 11 and 12 seek to examine TRO-X’s corporate
representative about:
• communications generally between TRO-X and any third parties regarding (a)
the NPA and/or South Haley Agreement, and (b) the New Prospects. [Sterling
Mi-Ro description of topic].
• internal communications generally regarding (a) the New Prospects Agreement
and/or South Haley Agreement, and (b) the interests comprising the New
Prospects. [Sterling Mi-Ro’s description of topic]
See Exhibit E, at p. 5; see also Exhibit F, at p. 6. The Eagle Defendants’ iteration is essentially
the same, but provides additional examples of transactions. See id.
i. Beyond the Permissible Scope of Discovery
The topic would permit the Eagle Defendants and Sterling Mi-Ro to inquire as to interests
purchased in the New Prospects after the expiration of the New Prospects AMI. Such questions
would constitute a fishing expedition by the Eagle Defendants and Sterling Mi-Ro into matters
that are not relevant and not likely to lead to the discovery of admissible evidence. Eagle
TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT
TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-
X, L.P. Page 8
previously tried to obtain discovery about purchases in the New Prospects after the expiration of
the New Prospects AMI and the Court properly prohibited Eagle from obtaining discovery about
interests acquired in and around the New Prospects after the expiration of the New Prospects AMI.
See Order Granting Plaintiff TRO-X, L.P.’s Motion for Protection entered on December 16, 2022.
For the same reasons the Court previously barred such discovery, the Court should still bar such
discovery.
Eagle’s counsel agreed that, in relation to this topic, he would not ask questions about
interests acquired in the New Prospect AMI after the expiration of the NPA. However, Eagle and
Sterling Mi-Ro’s last deposition notices do not reflect this agreement and as drafted the topics
would permit inquiry into transactions involving the New Prospects after the NPA’s AMI expired.
Therefore, this motion is still necessary.
B. The Eagle Defendants’ Corporate Representative Topic No. 12 and Sterling
Mi-Ro’s Corporate Representative Topic No. 13
The Eagle Defendants’ Corporate Representative Topic No. 12 and Sterling Mi-Ro’s
Corporate Representative Topic No. 13 seek to examine TRO-X regarding:
[l]eases, cash sale proceeds, and/or non-cash sale proceeds … taken, or attempted
to be taken, by TRO-X or any of its affiliates within the NPA Area of Mutual
Interest during its application and also after its application…
See Exhibit E, at p. 5; see also generally Exhibit F, at p. 6.
i. Not Relevant and Purely Fishing
The Eagle Defendants’ Corporate Representative Topic No. 12 and Sterling Mi-Ro’s
Corporate Representative Topic No. 13 contain the same deficiencies as The Eagle Defendants’
Corporate Representative Topic No. 11 and Sterling Mi-Ro’s Corporate Representative Topic No.
12. Although not defined in either deposition notice, the AMI, or Area of Mutual Interest, is
TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT
TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-
X, L.P. Page 9
defined by the New Prospects Agreement and ended on July 8, 2011. This means that any interests
purchased after July 8, 2011, by TRO-X are not subject to the New Prospects Agreement and
therefore not relevant to this lawsuit and not within the proper scope of discovery.
This is yet another attempt by the Eagle Defendants and Sterling Mi-Ro, to fish for
information not relevant and not likely to lead to the discovery of admissible evidence. TRO-X
objects again. In Eagle’s first attempt to discover what leases were purchased by TRO-X in the
New Prospects Area of Mutual Interest or what cash or non-cash proceeds TRO-X may have
received from interests purchased in the New Prospects Area of Mutual Interest after July 8, 2011,
the Court granted TRO-X’s request for protection from discovery seeking information about
interests purchased or sold after July 8, 2011. See Order Granting Plaintiff TRO-X, L.P.’s Motion
for Protection entered on December 16, 2022.
The Court was correct to preclude discovery beyond the claims in suit in the first instance
and would be correct to do so again. The Texas Supreme Court in In re USAA General Indemnity
Company, 624 S.W.3d 782, 791 (Tex. 2021) “reiterated” that the discovery, whether by deposition
or any other method, “may not exceed the bounds of the claims at issue.” A party may not obtain
discovery on an unasserted claim. Id. Furthermore, the Texas Supreme Court has been equally
firm that a discovery request “must show a reasonable expectation of obtaining information that
will aid the dispute’s resolution, … discovery requests must be ‘reasonably tailored’ to include
only relevant matters.” Id. at 793. Here, discovery into transactions that occurred beyond the term
of the New Prospects AMI would be irrelevant and would not aid in the resolution of the claims
actually filed by the parties.
ii. Failure to Describe with Reasonable Particularity
TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT
TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-
X, L.P. Page 10
Further, the Eagle Defendants’ Corporate Representative Topic No. 12 and Sterling Mi-
Ro’s Corporate Representative Topic No. 13 fail to describe with reasonable particularity the
leases or sales within the New Prospects Area of Mutual Interest as to which they wish to examine
TRO-X’s corporate representative. As the Eagle Defendants and Sterling Mi-Ro know, there are
several leases and sales that are not relevant to TRO-X’s claims here. This is the very reason the
Texas rules require the Eagle Defendants and Sterling Mi-Ro to name with reasonable particularity
the leases or sales about which it wishes to question TRO-X’s corporate representative.
TRO-X objects to the Eagle Defendants’ Corporate Representative Topic No. 12 and
Sterling Mi-Ro’s Corporate Representative Topic No. 13 and seeks the Court’s protection from
answering questions related to these topics as presently noticed.
C. The Eagle Defendants’ Corporate Representative Topics Nos. 16 and 17 and
Sterling Mi-Ro’s Corporate Representative Topic No. 17
The Eagle Defendants’ Corporate Representative Topics No. 16 and No. 17 and Sterling
Mi-Ro’s Corporate Representative Topic No. 17 seek to examine TRO-X’s corporate
representative regarding (1) TRO-X’s claims and allegations in this lawsuit and the factual bases
underlying the same (Eagle Defendants’ Topic No. 16 and Sterling Mi-Ro’s Topic No. 17), and
(2) TRO-X’s defenses to Eagle’s counterclaim and the factual bases and allegations related thereto
(Eagle Defendants’ Topic No. 17). See Exhibit E, at p. 5; see also Exhibit F, at p. 6.
These topics seek to examine TRO-X’s corporate representative, in part, on the factual
bases and allegations underlying TRO-X’s claims and defenses. TRO-X’s live pleading is forty-
five pages long and contains 129 paragraphs. TRO-X’s responsive pleading to Eagle’s
counterclaim incorporates its forty-five page live petition. Initially, Eagle did not identify in its
Topic No. 16 any specific allegations on which it sought to inquire about. Sterling Mi-Ro likewise
TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT
TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-
X, L.P. Page 11
did not identify any specific allegations in its Topic No. 17. Eagle has since amended its notice to
refer to specific paragraph numbers and TRO-X will produce a corporate representative to testify
regarding those paragraphs in its pleading. Sterling Mi-Ro has not made a similar change (perhaps
it will after reading this motion). Therefore, the Sterling Mi-Ro Topic No. 17 lacks reasonable
particularity and is overbroad and duly burdensome. With regard to the Eagle Defendants’ Topic
No. 17, the request lacks reasonable particularity and is overbroad and unduly burdensome.
TRO-X objects to the Eagle Defendants’ Corporate Representative Topics Nos. 17 and
Sterling Mi-Ro’s Corporate Representative Topic No. 17 and seeks the Court’s protection from
answering questions related to this topic as presently noticed. Exhibi
D. The Eagle Defendants’ Corporate Representative Topic No. 19 and Sterling
Mi-Ro’s Corporate Representative Topic No. 18
The Eagle Defendants’ Notice seeks to examine TRO-X’s corporate representative about:
TRO-X’s positions (and the factual bases supporting such positions) in responding
to defenses and affirmative defenses of Defendants in this lawsuit, and the
contentions and factual bases and allegations underlying them, including as set
forth in Defendants’ Answer to TRO-X’s Fifth Amended Petition.
See Exhibit E, at p. 6. Sterling Mi-Ro’s Notice seeks to also examine TRO-X’s corporate
representative on every Defendants’ defenses and affirmative defenses as well as the factual bases
underlying them, including those stated in Sterling Mi-Ro’s answer (Sterling Mi-Ro Topic No.
18). See Exhibit F, at p. 6.
These topics fail to identify with reasonable particularity the specific defenses or facts
underlying same about which the Eagle Defendants and Sterling Mi-Ro seek to examine TRO-X’s
corporate representative. As a result, these topics are impermissibly vague.
TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT
TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-
X, L.P. Page 12
As a result, TRO-X objects to the Eagle Defendants’ Corporate Representative Topics No.
19 and Sterling Mi-Ro’s Corporate Representative Topic No. 18 and seeks the Court’s protection
from answering questions related to this topic as presently noticed.
E. The Eagle Defendants’ Corporate Representative Topic No. 20 and Sterling
Mi-Ro’s Corporate Representative Topic No. 19
The Eagle Defendants’ Corporate Representative Topic No. 20 and Sterling Mi-Ro’s
Corporate Representative Topic No. 19 request that TRO-X present a corporate representative to
answer questions related to positions taken by TRO-X in its pleadings and briefing in this lawsuit
and in the Midland Lawsuit, the Eastland Appeal, the Dallas Appeal, and the SCOTX Appeal. See
Exhibit E, at p. 6; see also Exhibit F, at p. 6.
This request lacks reasonable particularity and is vague and overbroad. The Midland
lawsuit was filed in 2007. TRO-X and the Eagle Defendants have been in litigation in five
different forums since then, a time period covering sixteen years. Hundreds of pleadings and
briefs have been filed in these forums over this period of time. Many of the pleadings are lengthy,
including the briefs filed in the appeals. 4 Asking TRO-X to designate a corporate representative
to be ready to testify about the positions taken in all of the pleadings and briefs filed in this
litigation is patently unreasonable and contrary to Texas Rule of Civil Procedure 199.2(b)(1).
Rule 199.2(b)(1) requires more from the Eagle Defendants and Sterling Mi-Ro. Without
the particularity required by Rule 199.2(b)(1), it is impossible for TRO-X to adequately prepare a
representative or representatives for a deposition on Topic No. 20 (and Sterling Mi-Ro No. 19).
4
The Court is requested to take judicial notice that (1) the Eastland Appeal spanned four years and TRO-X’s
appellant’s brief was 382 pages long, and that TRO-X filed a twenty seven page reply brief, and an eight page
rehearing motion; and (2) the Dallas Appeal and SCOTX Appeal spanned four years and that TRO-X filed 309 pages
of briefing (in both appeals). The Court may confirm these facts for purposes of judicial notice by accessing the
appellate courts’ websites at TJB | 11th COA (txcourts.gov), TJB | 5th COA (txcourts.gov), and TJB | SC
(txcourts.gov).
TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT
TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-
X, L.P. Page 13
Because of the Eagle Defendants’ and Sterling Mi-Ro’s failure to comply with Rule 199.2(b)(1),
TRO-X objects and seeks the Court’s protection from answering questions pertaining to the Eagle
Defendants’ Topic No. 20 and Sterling Mi-Ro’s Topic No. 19.
F. Sterling Mi-Ro’s Definition No. 1
Sterling Mi-Ro’s Definition No. 1 defines “You” or “TRO-X” as TRO-X, L.P. and its
present and former agents, employees, representatives, attorneys, assigns, successors in interest,
and “any persons acting or purporting to act in whole or in part for or on its behalf.” See Exhibit
F, at p. 4. This definition would require TRO-X to present a corporate representative witness on
behalf of its agents, representatives, attorneys, assigns, successors in interest or “any persons”
acting or purporting to act for TRO-X. This definition is overbroad and flies in the face of
appropriate third-party discovery authorized by the Texas Rules of Civil Procedure. Such third
parties are entitled to the protections provided by the Texas Rules of Civil Procedure and Sterling
Mi-Ro’s definition seeks to side-step those protections to bind third parties through TRO-X’s
testimony.
Moreover, the definition expands the scope of each corporate representative topic noticed
by Sterling Mi-Ro and violates the mandate of Texas Rule of Civil Procedure 199.2(b)(1) to state
with reasonable particularity the matters of examination. Sterling Mi-Ro’s definition incorporated
into its topics fails to identify with any particularity the present or former agents, employees,
representatives, attorneys, assigns, successors in interest, and “any person acting or purporting to
act in whole or in part for or on its behalf.”
Finally, this definition invades the attorney-client and work product privileges in that it
seeks the disclosure of TRO-X’s communications with its counsel and TRO-X’s trial strategy or
its counsel’s mental processes. See Tex. R. Evid. 503; see also Tex. R. Civ. P. 192.5. Such
TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT
TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-
X, L.P. Page 14
disclosure through a definition of a party, and by extension the corporate representative topics
incorporating the definition, is not permitted by the Texas Rules of Evidence or the Texas Rules
of Civil Procedure.
IV. PRAYER
TRO-X, L.P. prays that the Court grant this Motion for Protection, enter an order protecting
TRO-X, L.P. from designating and presenting corporate representatives to testify by deposition on
the Eagle Defendants’ Topics Nos. 10, 11, 12, 16, 17, 19, and 20 contained in the Eagle
Defendants’ First Amended Notice and Sterling Mi-Ro’s Definition No. 1 and Topics Nos. 11, 12,
13, 17, 18, and 19, contained in Sterling Mi-Ro’s Amended Notice and for such other and further
relief to which it is justly entitled.
Respectfully submitted,
HALLETT & PERRIN, P.C.
/s/ Leland C. de la Garza
Leland C. de la Garza
State Bar No. 05646600
ldelagarza@hallettperrin.com
Elizabeth A. Fitch
State Bar No. 24075777
efitch@hallettperrin.com
Jesse F. Beck
State Bar No. 24097356
jbeck@hallettperrin.com
1445 Ross Avenue, Suite 2400
Dallas, Texas 75202
(214) 922-4164 – Telephone
(214) 922-4142 – Facsimile
COTTON, BLEDSOE, TIGHE &
DAWSON, P.C.
Sam Stennis
State Bar No. 24079395
TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT
TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-
X, L.P. Page 15
sstennis@cbtd.com
P. O. Box 2776
Midland, Texas 79702-2776
(432) 684-5782 – Telephone
(432) 682-3672 – Facsimile
W. Clark Lea
State Bar No. 12069690
wclarklea@yahoo.com
1608 Gulf Avenue
Midland, Texas 79705
(432) 559-3683 – Telephone
(432) 257-3759 – Facsimile
ATTORNEYS FOR PLAINTIFF
TRO-X, L.P.
TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT
TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-
X, L.P. Page 16
CERTIFICATE OF CONFERENCE
Counsel for movant and counsel for respondents have personally conducted conferences at
which there was a substantive discussion of every item presented to the Court in this motion and
despite best efforts the counsel have not been able to resolve those matters presented.
Certified to on June 2, 2023.
/s/ Jesse F. Beck
Jesse F. Beck
CERTIFICATE OF SERVICE
I hereby certify that on June 2, 2023, the foregoing document was served upon the
following counsel of record in compliance the Texas Rules of Civil Procedure:
Jonathan R. Childers Brett Kutnick
jchilders@lynnllp.com bkutnick@jw.com
Michael K. Hurst Jackson Walker, LLP
mhurst@lynnllp.com 2323 Ross Avenue, Suite 600
David S. Coale Dallas, Texas 75201
dcoale@lynnllp.com
Jamie Rae Drillette
jdrillette@lynnllp.com
Bennett Hampilos
bhampilos@lynnllp.com
Lynn Pinker Hurst & Schwegmann, LLP
2100 Ross Avenue, Suite 2700
Dallas, Texas 75201
Kendal Reed Elizabeth L. Tiblets
Aaron Z. Tobin Tylynn R. Payne
Taryn E. Ourso K&L Gates LLP
Condon Tobin Sladek Thornton 301 Commerce Street, Suite 3000
Nerenberg, PLLC Fort Worth, Texas 76102
8080 Park Lane, Suite 700 Elizabeth.Tiblets@klgates.com
Dallas, Texas 75231 Tylynn.Payne@klgates.com
kreed@condontobin.com
atobin@condontobin.com
tourso@condontobin.com
/s/ Leland C. de la Garza
Leland C. de la Garza
TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT
TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-
X, L.P. Page 17
EXHIBIT A
From: Jonathan R. Childers
To: Leland C. de la Garza; Elizabeth A. Fitch; Jesse F. Beck
Cc: Jamie Drillette; Bennett Hampilos; Michael K. Hurst; David Coale
Subject: Eagle/TRO-X: Dates for Corporate Representative of TRO-X
Date: Friday, January 6, 2023 4:30:44 PM
Attachments: Draft - Notice of Oral Deposition of TRO-X Corporate Representative(s).pdf
Leland, Elizabeth, and Jesse,
Please provide proposed dates for the oral deposition of a corporate representative of TRO-X, the
dates to please be in January. A document with matters upon which deposition is requested is
attached.
Thank you. Jonathan
JONATHAN R. CHILDERS | Partner
Lynn Pinker Hurst & Schwegmann
Direct 214 981 3810
jchilders@lynnllp.com
2100 Ross Avenue, Suite 2700
Dallas, Texas 75201
www.lynnllp.com
CAUSE NO. DC-16-01439
TRO-X, L.P., § IN THE DISTRICT COURT
§
Plaintiff/Counter-Defendant, §
§
v. §
§
EAGLE OIL & GAS CO., §
STERLING MI-RO PARTNERS, L.P., §
EAGLE LEASING AND INVESTMENT §
CORP., PATRICK STERLING §
BOLIN, as co-trustee of the Eagle §
Employee Overriding Royalty Trust, § 116th JUDICIAL DISTRICT
PATRICK STERLING BOLIN, §
individually, WARREN T. AYRES, §
as co-trustee of the Eagle Employee §
Overriding Royalty Trust; and §
COG OPERATING, LLC, §
§
Defendant/Counter-Plaintiff, §
§
v. §
§
CHUAR EXPLORATION, INC., §
§
Third-Party Defendant. § DALLAS COUNTY, TEXAS
EAGLE’S NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF
CORPORATE REPRESENTATIVE(S) OF TRO-X, L.P.
TO: Plaintiff/Counter-Defendant TRO-X, L.P., by and through its attorneys of record, Leland C.
de la Garza, Elizabeth A. Fitch, and Jesse F. Beck, HALLETT & PERRIN, P.C., 1445 Ross
Avenue, Suite 2400, Dallas, Texas 75202; Samuel J. Stennis, COTTON, BLEDSOE, TIGHE &
DAWSON, P.C., P.O. Box 2776, Midland, Texas 79702, and W. Clark Lea, 1608 Gulf Avenue,
Midland, Texas 79705.
Third-Party Defendant Chuar Exploration, Inc., by and through its attorneys of record, Leland
C. de la Garza, Elizabeth A. Fitch, and Jesse F. Beck, HALLETT & PERRIN, P.C., 1445 Ross
Avenue, Suite 2400, Dallas, Texas 75202; Samuel J. Stennis, COTTON, BLEDSOE, TIGHE &
DAWSON, P.C., P.O. Box 2776, Midland, Texas 79702, and W. Clark Lea, 1608 Gulf Avenue,
Midland, Texas 79705.
EAGLE’S NOTICE OF INTENT TO TAKE DEPOSITION OF Page 1
CORPORATE REPRESENTATIVE(S) OF TRO-X, L.P.
Please take notice that, pursuant to the Texas Rules of Civil Procedure, Defendant/Counter
Plaintiff Eagle Oil & Gas, LLC. (“Eagle”), by and through its attorneys of record, will take the oral
and videotaped deposition of Corporate Representative(s) of Plaintiff/Counter-Defendant TRO-X, L.P.
(“TRO-X”), commencing on January ____________, 2023, beginning at 9:30 a.m. CST.
The oral and videotaped deposition will be conducted at the offices of HALLETT & PERRIN,
P.C., 1445 Ross Avenue, Suite 2400, Dallas, Texas 75202, and it will continue from day to day until
completed. The deposition will be taken before a Certified Shorthand Reporter, Notary Public, or
other officer duly authorized to administer oaths, and will be videotaped.
Pursuant to Rule 199.2(b)(1), TRO-X shall designate, with respect to each of the Designated
Matters, reasonably in advance of the foregoing date, the person or persons to testify on its behalf to
matters that are known or reasonably available to TRO-X, L.P. The Designated Matters of
examination are contained in Exhibit “A”.
EAGLE’S NOTICE OF INTENT TO TAKE DEPOSITION OF Page 2
CORPORATE REPRESENTATIVE(S) OF TRO-X, L.P.
DATED: January 6, 2023 Respectfully submitted,
/s/
Jonathan R. Childers
State Bar No. 24050411
jchilders@lynnllp.com
Michael K. Hurst
State Bar No. 10316310
mhurst@lynnllp.com
David S. Coale
State Bar No. 00787255
dcoale@lynnllp.com
Jamie Drillette
State Bar No. 24105820
jdrillette@lynnllp.com
Bennett Hampilos
State Bar No. 24121271
bhampilos@lynnllp.com
LYNN PINKER HURST & SCHWEGMANN, LLP
2100 Ross Avenue, Suite 2700
Dallas, Texas 75201
Telephone: (214) 981-3800
Facsimile: (214) 981-3839
-and-
Brett Kutnick
State Bar. No. 00796913
bkutnick@jw.com
JACKSON WALKER, LLP
2323 Ross Avenue, Suite 600
Dallas, Texas 75201
Telephone: (214) 953-6174
ATTORNEYS FOR EAGLE OIL & GAS, LLC
CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of this document has been served on all record of
counsel of record via e-serve and e-mail on January 6, 2023.
/s/
Jonathan R. Childers
EAGLE’S NOTICE OF INTENT TO TAKE DEPOSITION OF Page 3
CORPORATE REPRESENTATIVE(S) OF TRO-X, L.P.
EXHIBIT A – MATTERS UPON WHICH DEPOSITION IS REQUESTED
1. The Acreage Acquisition Agreement: New Prospects and Amendment No. 1 to South Haley
Prospect Agreement Pecos County, Texas (“NPA”) and any amendments thereto, including
its negotiation, performance or non-performance, actual or alleged breach, interpretation or
meaning, mechanics and operation, and termination.
2. The Acreage Acquisition Agreement; South Haley Prospect; Pecos County, Texas (“South
Haley Agreement”) and any amendments thereto, including its negotiation, performance or
non-performance, actual or alleged breach, interpretation or meaning, mechanics and
operation, and termination.
3. The interests comprising the New Prospects, including their acquisition, divestiture, cash sale
proceeds related thereto, non-cash sale proceeds related thereto including overriding royalty
interests (“overrides”) and/or back-in working interests (“back-ins”), any drilling, royalties or
payments relating thereto, and/or their purported value or valuation, and TRO-X’s election
whether to participate (or not) in the New Prospects including in the leases and/or working
interests purchased by Eagle and/or the proceeds resulting from such interests.
4. The nature and operation of TRO-X’s business, including its organizational structure,
membership, management structure, personnel, compensation arrangements, operations, and
any relationship or partnership with related or affiliated companies or persons.
5. TRO-X’s ability, experience, staffing, and personnel including with respect to the NPA and
performance or non-performance thereof, the South Haley Agreement and performance or
non-performance thereof, and/or the New Prospects.
6. The business relationship between Eagle and TRO-X, including its genesis, status, and any
transactions, agreements, or arrangements executed or performed by and between the parties
including before, during, or after the NPA.
7. Work performed, services provided, and/or tools or equipment supplied by TRO-X in
connection with the NPA, the South Haley Agreement, and/or the New Prospects.
8. TRO-X’s performance, or lack of performance, of its obligations under the NPA and/or South
Haley Agreement.
9. Communications between TRO-X and Eagle, including regarding (a) the NPA and/or South
Haley Agreement, including the negotiation, performance or non-performance, actual or
alleged breach, interpretation or meaning, mechanics and operation, and termination of those
agreements; and (b) the New Prospects, including their acquisition, divestiture, cash sale
proceeds related thereto, non-cash sale proceeds related thereto including overrides and/or
back-ins, any drilling, royalties or payments relating thereto, and/or their purported value or
valuation.
EAGLE’S NOTICE OF INTENT TO TAKE DEPOSITION OF Page 4
CORPORATE REPRESENTATIVE(S) OF TRO-X, L.P.
10. Communications between TRO-X and any third parties regar
Preview
FILED 6/2/2023 3:29 PM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Martin Reyes DEPUTY CAUSE NO. DC-16-01439 TRO-X, L.P., § IN THE DISTRICT COURT § Plaintiff, § § v. § 116TH JUDICIAL DISTRICT § EAGLE OIL & GAS CO., § § Defendant. § DALLAS COUNTY, TEXAS PLAINTIFF TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICES OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-X, L.P. Plaintiff TRO-X, L.P. (“TRO-X”) moves for protection from Defendants’ First Amended Notice of Intent to Take Oral and Videotaped Deposition of Corporate Representative(s) of TRO- X, L.P. (the “Eagle Defendants’ Notice”) 1 and Defendant Sterling Mi-Ro Partners, L.P.’s (“Sterling Mi-Ro”) Amended Notice of Intent to Take Oral and Videotaped Deposition of Corporate Representative of TRO-X (the “Sterling Mi-Ro Notice”), and would respectfully show the Court as follows: I. SUMMARY OF MOTION The Eagle Defendants and Sterling Mi-Ro have noticed a corporate representative deposition of TRO-X. Some of the deposition topics in the deposition notices lack reasonable particularity, are overbroad, or are not within the scope of proper discovery. TRO-X has conferred with counsel for the Eagle Defendants and Sterling Mi-Ro and has resolved some of TRO-X’s objections. The objections that were not resolved are hereby presented to the Court for resolution. 1 “Defendants” refers to Eagle Oil & Gas, LLC as well as Defendants Patrick S. Bolin, Individually, Patrick S. Bolin, as Co-Trustee of the Eagle Employee Overriding Royalty Trust, and Warren T. Ayres, as Co-Trustee of the Eagle Employee Overriding Royalty Trust. TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO- X, L.P. Page 1 II. BACKGROUND This lawsuit arises from Eagle Oil & Gas Co.’s (“Eagle”) failure to share with TRO-X production and sales proceeds arising from working interests and overriding royalty interests acquired in connection with the Acreage Acquisition Agreement: New Prospects and Amendment No. 1 to South Haley Prospects Agreement Pecos County, Texas (the “New Prospects Agreement”) entered into between the parties as well as the fiduciary duties owed by Eagle while it held TRO-X’s equitable interests in the working interests and overriding royalty interests for TRO-X. The term of the New Prospects Agreement was to be the greater of the term of the New Prospect AMI or two years from the effective date of the New Prospects Agreement. See Exhibit 1 to TRO-X’s Sixth Amended Petition, at § V.A. Section III of the New Prospects Agreement defines the term of the New Prospect AMI: For a period of one year from the Effective Date, neither Party nor any Affiliate shall acquire any Interests in the New Prospect AMI except under Section I hereof. Thereafter, for an additional period of time ending at the last to expire of any of the Interests in the New Prospects, not to exceed five years, if either Party or an Affiliate separately acquires, directly or indirectly, any Interest within the New Prospect AMI, the acquirer will, within five (5) days of acquisition, provide all of the pertinent information concerning the acquisition to the other Party. See id., at § III. Based on these contractual terms, the New Prospects Agreement did not control interests acquired after July 8, 2011, excluding interests acquired by Eagle in connection with the sale or assignment of interests already acquired by Eagle in the New Prospects. Through discovery in this case, TRO-X discovered that Eagle transferred to Sterling Mi- Ro the overriding royalty interests reserved in the 2008 sale of mineral interests to Chesapeake Exploration, LLC. Sterling Mi-Ro, an entity with no employees, was established by and is TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO- X, L.P. Page 2 primarily owned and operated by Eagle’s owners and executives. Sterling Mi-Ro currently holds legal title to the overriding royalty interests and has received millions of dollars in royalty payments since 2012. TRO-X’s claims (and Defendants’ defenses) define the scope of discovery in this lawsuit. TRO-X is suing to recover production and sales proceeds arising from the non-cash sale proceeds (working interests and overriding royalty interests) received by the Eagle Defendants (or Sterling Mi-Ro) in connection with the New Prospects Agreement. On January 6, 2023, the Eagle Defendants provided a draft Notice of Intent to Take Oral and Videotaped Deposition of Corporate Representative(s) of TRO-X (“Draft Notice”) that included thirty-eight topics. See Exhibit A, a true and correct copy of correspondence between Eagle Defendants’ counsel and TRO-X’s counsel on January 6, 2023. On Tuesday, January 24, 2023, the Eagle Defendants’ counsel and TRO-X’s counsel conferenced on the scope of the topics and some preliminary objections TRO-X planned to lodge to the proposed topics. At the end of the conference, the Eagle Defendants’ counsel represented that he would review the issues noted by TRO-X and serve a deposition notice that would reflect Eagle’s changes, if any, to the deposition topics. On January 27, 2023, the Eagle Defendants originally served a deposition notice (the “First Notice”) which contained thirty-seven topics for a deposition of TRO-X’s corporate representatives to occur on February 27, 2023. See Exhibit B. The Eagle Defendants’ Firsts Notice addressed some, but not all, of TRO-X’s objections to the Eagle Defendants’ Draft Notice. As a result, TRO-X moved for protection on February 20, 2023, seeking the Court’s protection from presenting a corporate representative on topics nos. 11, 12, 16, 17, 18, 19, and 20. Later, the TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO- X, L.P. Page 3 Eagle Defendants unilaterally cancelled the previously noticed deposition after TRO-X filed its motion for protection. The noticed deposition did not occur. On May 19, 2023, the Eagle Defendants served a new deposition notice (the “Second Notice”) containing mostly the same topics. See Exhibit C. The Eagle Defendants’ Second Notice failed to address any of the issues and objections raised in TRO-X’s February 20, 2023, Motion for Protection. On May 25, 2023, Sterling Mi-Ro served its Notice of Intent to Take Oral and Videotaped Deposition of Corporate Representative of TRO-X. See Exhibit D. Sterling Mi- Ro’s Notice is virtually identical to the Eagle Defendants’ Second Notice with the slight exception of adding definitions for parties and key documents. See id. Sterling Mi-Ro’s Notice suffered from the same deficiencies in the Eagle Defendants’ Notice. On May 31, 2023 and June 2, 2023, TRO-X conferred with the Eagle Defendants’ counsel and Sterling Mi-Ro’s counsel, separately, to discuss TRO-X’s objections to their respective corporate representative topics. Some, but not all, of the issues identified by TRO-X in its prior objections and motion for protection were resolved by the conference. On June 1, 2023, the Eagle Defendants served its First Amended Notice of Intent to Take Oral and Videotaped Deposition of Corporate Representative(s) of TRO-X (the “Third Notice” attached as Exhibit E) and Sterling Mi-Ro served its Amended of Intent to Take Oral and Videotaped Deposition of Corporate Representative(s) of TRO-X (“Sterling Mi-Ro’s Second Notice” attached as Exhibit F). The Third Notice and Sterling Mi-Ro’s Second Notice did not resolve or address the issues and objections raised by TRO-X. As a result, TRO-X is forced to again seek the Court’s protection from the following corporate representative topics contained in the Third Notice and Sterling Mi-Ro’s Second Notice: TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO- X, L.P. Page 4 The Eagle Defendants’ Corporate Representative Topics 10. Communications generally between TRO-X and any third parties regarding (a) the NPA and/or South Haley Agreement, including the negotiation, operation, performance or non-performance, actual or alleged breach, interpretation or meaning, mechanics and operation, and termination of those agreements; and (b) the New Prospects, including their acquisition, divestiture, cash sale proceeds, non-cash sale proceeds including overrides and/or back-ins, any drilling, royalties or payments relating thereto, and/or their purported value or valuation. 11. Internal communications generally amongst members, managers, agents, employees, or representatives of TRO-X, including regarding (a) the NPA and/or South Haley Agreement, including the negotiation, operation, performance or non-performance, actual or alleged breach, interpretation or meaning, mechanics and operation, and termination of those agreements; and (b) the interests comprising the New Prospects, including their acquisition, divestiture, cash sale proceeds, non-cash sale proceeds including overrides and/or back-ins, any drilling, royalties or payments relating thereto, and/or their purported value or valuation. 12. Leases, cash sale proceeds, and/or non-cash sale proceeds including overrides or back-ins taken, or attempted to be taken, by TRO-X or any of its affiliates within the NPA Area of Mutual Interest, during its application and also after its application (with respect to overriding royalty interests and/or back-in working interests), including any drilling, any royalties or payments relating thereto, and/or their purported value or valuation. 16. The factual bases and allegations underlying TRO-X’s claims in this lawsuit including as set forth in Plaintiff’s Eighth Amended Petition (including on its causes of action for declaratory judgment, breach of fiduciary duty, knowing participation in breach of fiduciary duty, alter ego, civil conspiracy, vicarious liability, breach of contract, breach of implied covenant of good faith and fair dealing, money had and received, unjust enrichment, and imposition of resulting trust), including as set forth in Paragraphs 28, 35-49, 55-58, 61-79, 80-88, 89-93, 94-96, 98-100, 102-104, 105, 106-108, 109-110, 113-115, 118-119, 125, and 126-129 and related damages, including the types and amounts thereof. 17. The factual allegations underlying the defenses and affirmative defenses of TRO-X in this lawsuit including as set forth in TRO-X’s Answer to Eagle’s First Amended Counterclaims, and the contentions and factual bases and allegations underlying same. TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO- X, L.P. Page 5 19. TRO-X’s positions (and the factual bases supporting such positions) in responding to the defenses and affirmative defenses of Defendants in this lawsuit, and the contentions and factual bases and allegations underlying them, including as set forth in Defendants’ Answer to TRO-X’s Fifth Amended Petition. 20. TRO-X’s positions taken in the pleadings and briefing in this lawsuit, in Cause No. CV-46,196, 238th District Court of Midland County, Texas (the “Midland Lawsuit”), in the briefing in No. 11-11-290-CV in the Eleventh Court of Appeals (the “Eastland Appeal”), in the briefing in No. 05-17- 00052-CV in the Fifth Court of Appeals (the “Dallas Appeal”), and/or in the briefing in No. 18-0983 in the Supreme Court of Texas (the “SCOTX Appeal”). See Exhibit E, at pp. 5-6. 2 Sterling Mi-Ro’s Corporate Representative Topics and Definition Definition 1. “You” or “TRO-X” means TRO-X, L.P. and its present and former agents, employees, representatives, attorneys, assigns, successors in interest, and any person acting or purporting to act in whole or in part or on its behalf. Corporate Representative Topic 11. Communications generally between TRO-X and any third parties regarding (a) the New Prospects Agreement and/or South Haley Agreement and (b) the New Prospects. 12. TRO-X’s internal communications generally regarding (a) the New Prospects Agreement and/or South Haley Agreement and (b) the interests comprising the New Prospects. 13. Leases, cash sale proceeds, and/or non-cash proceeds including overrides or back-ins taken, or attempted to be taken, by TRO-X or any of its affiliates within the New Prospects Agreement Area of Mutual Interest during its application and also after its application, including any drilling, any royalties or payments relating thereto, and/or their purported value or valuation. 2 The numbers identified in this Motion correspond with the numbered topics contained in the Eagle Defendants’ Notice. TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO- X, L.P. Page 6 17. The factual bases and allegations underlying TRO-X’s claims in this lawsuit as set forth in Plaintiff’s Eighth Amended Petition and related damages including the types and amounts thereof. 18. The defenses and affirmative defenses of Defendants in this lawsuit, and the contentions and factual bases and allegations underlying them, including as set forth in Defendants’ Answer to TRO-X’s Fifth Amended Petition and Sterling Mi-Ro and Eagle Leasing’s Original Answer. 19. TRO-X’s pleadings and positions taken in this lawsuit, in Cause No. CV- 46,196, 238th District Court of Midland County, Texas (the “Midland Lawsuit”), in the briefing in No. 11-11-290-CV in the Eleventh Court of Appeals (the “Eastland Appeal”), in the briefing in No. 05-17-00052-CV in the Fifth Court of Appeals (the “Dallas Appeal”), and/or in the briefing in No. 18-0983 in the Supreme Court of Texas (the “SCOTX Appeal”). See Exhibit F, at pp. 4, 6. 3 TRO-X seeks protection from presenting a corporate representative on these topics and definition for the reasons discussed below. III. ARGUMENTS & AUTHORITIES A party may compel a witness who is a party or is retained by, employed by, or otherwise subject to the control of a party to attend a deposition by serving a notice of oral deposition upon the party’s attorney, and such service has the effect of a subpoena under Rule 176. See TEX. R. CIV. P. 199.3. A person commanded to appear at a deposition, hearing, or trial, may move for an order protecting the nonparty from producing the discovery sought. TEX. R. CIV. P. 176.6(e); TEX. R. CIV. P. 192.6(a). A person need not comply with the part of a subpoena from which protection is sought under this paragraph unless ordered by the court. See TEX. R. CIV. P. 176.6(e). TRO-X has complied with Rule 176 and 192 by moving for protection and until the Court orders TRO-X to provide deposition testimony on the topics that are the subject of this motion, TRO-X is not required to testify on those topics. 3 The numbers identified in this Motion correspond with the numbered topics contained in Sterling Mi-Ro’s Notice. TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO- X, L.P. Page 7 Texas Rule of Civil Procedure 199.2(b)(1) requires a corporate representative deposition notice to “describe with reasonable particularity the matters on which examination is requested.” TEX. R. CIV. P. 199.2(b)(1). Here, TRO-X seeks protection from the Eagle Defendants’ Second Notice topics 11, 12, 16, 17, 18, 19, and 20 and Sterling Mi-Ro’s Notice of definition and topics 12, 13, 17, 18, and 19 because these topics fail to describe with reasonable particularity the matters for which TRO-X is requested to designate and produce a corporate representative for deposition, the topics are overbroad, and, in some cases, the topics are not limited to discoverable matters. A. The Eagle Defendants’ Corporate Representative Topics Nos. 10 and 11 and Sterling Mi-Ro’s Corporate Representative Topics Nos. 11 and 12 The Eagle Defendants’ Corporate Representative Topic Nos. 10 and 11 and Sterling Mi- Ro’s Corporate Representative Topic Nos. 11 and 12 seek to examine TRO-X’s corporate representative about: • communications generally between TRO-X and any third parties regarding (a) the NPA and/or South Haley Agreement, and (b) the New Prospects. [Sterling Mi-Ro description of topic]. • internal communications generally regarding (a) the New Prospects Agreement and/or South Haley Agreement, and (b) the interests comprising the New Prospects. [Sterling Mi-Ro’s description of topic] See Exhibit E, at p. 5; see also Exhibit F, at p. 6. The Eagle Defendants’ iteration is essentially the same, but provides additional examples of transactions. See id. i. Beyond the Permissible Scope of Discovery The topic would permit the Eagle Defendants and Sterling Mi-Ro to inquire as to interests purchased in the New Prospects after the expiration of the New Prospects AMI. Such questions would constitute a fishing expedition by the Eagle Defendants and Sterling Mi-Ro into matters that are not relevant and not likely to lead to the discovery of admissible evidence. Eagle TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO- X, L.P. Page 8 previously tried to obtain discovery about purchases in the New Prospects after the expiration of the New Prospects AMI and the Court properly prohibited Eagle from obtaining discovery about interests acquired in and around the New Prospects after the expiration of the New Prospects AMI. See Order Granting Plaintiff TRO-X, L.P.’s Motion for Protection entered on December 16, 2022. For the same reasons the Court previously barred such discovery, the Court should still bar such discovery. Eagle’s counsel agreed that, in relation to this topic, he would not ask questions about interests acquired in the New Prospect AMI after the expiration of the NPA. However, Eagle and Sterling Mi-Ro’s last deposition notices do not reflect this agreement and as drafted the topics would permit inquiry into transactions involving the New Prospects after the NPA’s AMI expired. Therefore, this motion is still necessary. B. The Eagle Defendants’ Corporate Representative Topic No. 12 and Sterling Mi-Ro’s Corporate Representative Topic No. 13 The Eagle Defendants’ Corporate Representative Topic No. 12 and Sterling Mi-Ro’s Corporate Representative Topic No. 13 seek to examine TRO-X regarding: [l]eases, cash sale proceeds, and/or non-cash sale proceeds … taken, or attempted to be taken, by TRO-X or any of its affiliates within the NPA Area of Mutual Interest during its application and also after its application… See Exhibit E, at p. 5; see also generally Exhibit F, at p. 6. i. Not Relevant and Purely Fishing The Eagle Defendants’ Corporate Representative Topic No. 12 and Sterling Mi-Ro’s Corporate Representative Topic No. 13 contain the same deficiencies as The Eagle Defendants’ Corporate Representative Topic No. 11 and Sterling Mi-Ro’s Corporate Representative Topic No. 12. Although not defined in either deposition notice, the AMI, or Area of Mutual Interest, is TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO- X, L.P. Page 9 defined by the New Prospects Agreement and ended on July 8, 2011. This means that any interests purchased after July 8, 2011, by TRO-X are not subject to the New Prospects Agreement and therefore not relevant to this lawsuit and not within the proper scope of discovery. This is yet another attempt by the Eagle Defendants and Sterling Mi-Ro, to fish for information not relevant and not likely to lead to the discovery of admissible evidence. TRO-X objects again. In Eagle’s first attempt to discover what leases were purchased by TRO-X in the New Prospects Area of Mutual Interest or what cash or non-cash proceeds TRO-X may have received from interests purchased in the New Prospects Area of Mutual Interest after July 8, 2011, the Court granted TRO-X’s request for protection from discovery seeking information about interests purchased or sold after July 8, 2011. See Order Granting Plaintiff TRO-X, L.P.’s Motion for Protection entered on December 16, 2022. The Court was correct to preclude discovery beyond the claims in suit in the first instance and would be correct to do so again. The Texas Supreme Court in In re USAA General Indemnity Company, 624 S.W.3d 782, 791 (Tex. 2021) “reiterated” that the discovery, whether by deposition or any other method, “may not exceed the bounds of the claims at issue.” A party may not obtain discovery on an unasserted claim. Id. Furthermore, the Texas Supreme Court has been equally firm that a discovery request “must show a reasonable expectation of obtaining information that will aid the dispute’s resolution, … discovery requests must be ‘reasonably tailored’ to include only relevant matters.” Id. at 793. Here, discovery into transactions that occurred beyond the term of the New Prospects AMI would be irrelevant and would not aid in the resolution of the claims actually filed by the parties. ii. Failure to Describe with Reasonable Particularity TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO- X, L.P. Page 10 Further, the Eagle Defendants’ Corporate Representative Topic No. 12 and Sterling Mi- Ro’s Corporate Representative Topic No. 13 fail to describe with reasonable particularity the leases or sales within the New Prospects Area of Mutual Interest as to which they wish to examine TRO-X’s corporate representative. As the Eagle Defendants and Sterling Mi-Ro know, there are several leases and sales that are not relevant to TRO-X’s claims here. This is the very reason the Texas rules require the Eagle Defendants and Sterling Mi-Ro to name with reasonable particularity the leases or sales about which it wishes to question TRO-X’s corporate representative. TRO-X objects to the Eagle Defendants’ Corporate Representative Topic No. 12 and Sterling Mi-Ro’s Corporate Representative Topic No. 13 and seeks the Court’s protection from answering questions related to these topics as presently noticed. C. The Eagle Defendants’ Corporate Representative Topics Nos. 16 and 17 and Sterling Mi-Ro’s Corporate Representative Topic No. 17 The Eagle Defendants’ Corporate Representative Topics No. 16 and No. 17 and Sterling Mi-Ro’s Corporate Representative Topic No. 17 seek to examine TRO-X’s corporate representative regarding (1) TRO-X’s claims and allegations in this lawsuit and the factual bases underlying the same (Eagle Defendants’ Topic No. 16 and Sterling Mi-Ro’s Topic No. 17), and (2) TRO-X’s defenses to Eagle’s counterclaim and the factual bases and allegations related thereto (Eagle Defendants’ Topic No. 17). See Exhibit E, at p. 5; see also Exhibit F, at p. 6. These topics seek to examine TRO-X’s corporate representative, in part, on the factual bases and allegations underlying TRO-X’s claims and defenses. TRO-X’s live pleading is forty- five pages long and contains 129 paragraphs. TRO-X’s responsive pleading to Eagle’s counterclaim incorporates its forty-five page live petition. Initially, Eagle did not identify in its Topic No. 16 any specific allegations on which it sought to inquire about. Sterling Mi-Ro likewise TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO- X, L.P. Page 11 did not identify any specific allegations in its Topic No. 17. Eagle has since amended its notice to refer to specific paragraph numbers and TRO-X will produce a corporate representative to testify regarding those paragraphs in its pleading. Sterling Mi-Ro has not made a similar change (perhaps it will after reading this motion). Therefore, the Sterling Mi-Ro Topic No. 17 lacks reasonable particularity and is overbroad and duly burdensome. With regard to the Eagle Defendants’ Topic No. 17, the request lacks reasonable particularity and is overbroad and unduly burdensome. TRO-X objects to the Eagle Defendants’ Corporate Representative Topics Nos. 17 and Sterling Mi-Ro’s Corporate Representative Topic No. 17 and seeks the Court’s protection from answering questions related to this topic as presently noticed. Exhibi D. The Eagle Defendants’ Corporate Representative Topic No. 19 and Sterling Mi-Ro’s Corporate Representative Topic No. 18 The Eagle Defendants’ Notice seeks to examine TRO-X’s corporate representative about: TRO-X’s positions (and the factual bases supporting such positions) in responding to defenses and affirmative defenses of Defendants in this lawsuit, and the contentions and factual bases and allegations underlying them, including as set forth in Defendants’ Answer to TRO-X’s Fifth Amended Petition. See Exhibit E, at p. 6. Sterling Mi-Ro’s Notice seeks to also examine TRO-X’s corporate representative on every Defendants’ defenses and affirmative defenses as well as the factual bases underlying them, including those stated in Sterling Mi-Ro’s answer (Sterling Mi-Ro Topic No. 18). See Exhibit F, at p. 6. These topics fail to identify with reasonable particularity the specific defenses or facts underlying same about which the Eagle Defendants and Sterling Mi-Ro seek to examine TRO-X’s corporate representative. As a result, these topics are impermissibly vague. TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO- X, L.P. Page 12 As a result, TRO-X objects to the Eagle Defendants’ Corporate Representative Topics No. 19 and Sterling Mi-Ro’s Corporate Representative Topic No. 18 and seeks the Court’s protection from answering questions related to this topic as presently noticed. E. The Eagle Defendants’ Corporate Representative Topic No. 20 and Sterling Mi-Ro’s Corporate Representative Topic No. 19 The Eagle Defendants’ Corporate Representative Topic No. 20 and Sterling Mi-Ro’s Corporate Representative Topic No. 19 request that TRO-X present a corporate representative to answer questions related to positions taken by TRO-X in its pleadings and briefing in this lawsuit and in the Midland Lawsuit, the Eastland Appeal, the Dallas Appeal, and the SCOTX Appeal. See Exhibit E, at p. 6; see also Exhibit F, at p. 6. This request lacks reasonable particularity and is vague and overbroad. The Midland lawsuit was filed in 2007. TRO-X and the Eagle Defendants have been in litigation in five different forums since then, a time period covering sixteen years. Hundreds of pleadings and briefs have been filed in these forums over this period of time. Many of the pleadings are lengthy, including the briefs filed in the appeals. 4 Asking TRO-X to designate a corporate representative to be ready to testify about the positions taken in all of the pleadings and briefs filed in this litigation is patently unreasonable and contrary to Texas Rule of Civil Procedure 199.2(b)(1). Rule 199.2(b)(1) requires more from the Eagle Defendants and Sterling Mi-Ro. Without the particularity required by Rule 199.2(b)(1), it is impossible for TRO-X to adequately prepare a representative or representatives for a deposition on Topic No. 20 (and Sterling Mi-Ro No. 19). 4 The Court is requested to take judicial notice that (1) the Eastland Appeal spanned four years and TRO-X’s appellant’s brief was 382 pages long, and that TRO-X filed a twenty seven page reply brief, and an eight page rehearing motion; and (2) the Dallas Appeal and SCOTX Appeal spanned four years and that TRO-X filed 309 pages of briefing (in both appeals). The Court may confirm these facts for purposes of judicial notice by accessing the appellate courts’ websites at TJB | 11th COA (txcourts.gov), TJB | 5th COA (txcourts.gov), and TJB | SC (txcourts.gov). TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO- X, L.P. Page 13 Because of the Eagle Defendants’ and Sterling Mi-Ro’s failure to comply with Rule 199.2(b)(1), TRO-X objects and seeks the Court’s protection from answering questions pertaining to the Eagle Defendants’ Topic No. 20 and Sterling Mi-Ro’s Topic No. 19. F. Sterling Mi-Ro’s Definition No. 1 Sterling Mi-Ro’s Definition No. 1 defines “You” or “TRO-X” as TRO-X, L.P. and its present and former agents, employees, representatives, attorneys, assigns, successors in interest, and “any persons acting or purporting to act in whole or in part for or on its behalf.” See Exhibit F, at p. 4. This definition would require TRO-X to present a corporate representative witness on behalf of its agents, representatives, attorneys, assigns, successors in interest or “any persons” acting or purporting to act for TRO-X. This definition is overbroad and flies in the face of appropriate third-party discovery authorized by the Texas Rules of Civil Procedure. Such third parties are entitled to the protections provided by the Texas Rules of Civil Procedure and Sterling Mi-Ro’s definition seeks to side-step those protections to bind third parties through TRO-X’s testimony. Moreover, the definition expands the scope of each corporate representative topic noticed by Sterling Mi-Ro and violates the mandate of Texas Rule of Civil Procedure 199.2(b)(1) to state with reasonable particularity the matters of examination. Sterling Mi-Ro’s definition incorporated into its topics fails to identify with any particularity the present or former agents, employees, representatives, attorneys, assigns, successors in interest, and “any person acting or purporting to act in whole or in part for or on its behalf.” Finally, this definition invades the attorney-client and work product privileges in that it seeks the disclosure of TRO-X’s communications with its counsel and TRO-X’s trial strategy or its counsel’s mental processes. See Tex. R. Evid. 503; see also Tex. R. Civ. P. 192.5. Such TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO- X, L.P. Page 14 disclosure through a definition of a party, and by extension the corporate representative topics incorporating the definition, is not permitted by the Texas Rules of Evidence or the Texas Rules of Civil Procedure. IV. PRAYER TRO-X, L.P. prays that the Court grant this Motion for Protection, enter an order protecting TRO-X, L.P. from designating and presenting corporate representatives to testify by deposition on the Eagle Defendants’ Topics Nos. 10, 11, 12, 16, 17, 19, and 20 contained in the Eagle Defendants’ First Amended Notice and Sterling Mi-Ro’s Definition No. 1 and Topics Nos. 11, 12, 13, 17, 18, and 19, contained in Sterling Mi-Ro’s Amended Notice and for such other and further relief to which it is justly entitled. Respectfully submitted, HALLETT & PERRIN, P.C. /s/ Leland C. de la Garza Leland C. de la Garza State Bar No. 05646600 ldelagarza@hallettperrin.com Elizabeth A. Fitch State Bar No. 24075777 efitch@hallettperrin.com Jesse F. Beck State Bar No. 24097356 jbeck@hallettperrin.com 1445 Ross Avenue, Suite 2400 Dallas, Texas 75202 (214) 922-4164 – Telephone (214) 922-4142 – Facsimile COTTON, BLEDSOE, TIGHE & DAWSON, P.C. Sam Stennis State Bar No. 24079395 TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO- X, L.P. Page 15 sstennis@cbtd.com P. O. Box 2776 Midland, Texas 79702-2776 (432) 684-5782 – Telephone (432) 682-3672 – Facsimile W. Clark Lea State Bar No. 12069690 wclarklea@yahoo.com 1608 Gulf Avenue Midland, Texas 79705 (432) 559-3683 – Telephone (432) 257-3759 – Facsimile ATTORNEYS FOR PLAINTIFF TRO-X, L.P. TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO- X, L.P. Page 16 CERTIFICATE OF CONFERENCE Counsel for movant and counsel for respondents have personally conducted conferences at which there was a substantive discussion of every item presented to the Court in this motion and despite best efforts the counsel have not been able to resolve those matters presented. Certified to on June 2, 2023. /s/ Jesse F. Beck Jesse F. Beck CERTIFICATE OF SERVICE I hereby certify that on June 2, 2023, the foregoing document was served upon the following counsel of record in compliance the Texas Rules of Civil Procedure: Jonathan R. Childers Brett Kutnick jchilders@lynnllp.com bkutnick@jw.com Michael K. Hurst Jackson Walker, LLP mhurst@lynnllp.com 2323 Ross Avenue, Suite 600 David S. Coale Dallas, Texas 75201 dcoale@lynnllp.com Jamie Rae Drillette jdrillette@lynnllp.com Bennett Hampilos bhampilos@lynnllp.com Lynn Pinker Hurst & Schwegmann, LLP 2100 Ross Avenue, Suite 2700 Dallas, Texas 75201 Kendal Reed Elizabeth L. Tiblets Aaron Z. Tobin Tylynn R. Payne Taryn E. Ourso K&L Gates LLP Condon Tobin Sladek Thornton 301 Commerce Street, Suite 3000 Nerenberg, PLLC Fort Worth, Texas 76102 8080 Park Lane, Suite 700 Elizabeth.Tiblets@klgates.com Dallas, Texas 75231 Tylynn.Payne@klgates.com kreed@condontobin.com atobin@condontobin.com tourso@condontobin.com /s/ Leland C. de la Garza Leland C. de la Garza TRO-X, L.P.’S MOTION FOR PROTECTION FROM DEFENDANTS’ AMENDED NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO- X, L.P. Page 17 EXHIBIT A From: Jonathan R. Childers To: Leland C. de la Garza; Elizabeth A. Fitch; Jesse F. Beck Cc: Jamie Drillette; Bennett Hampilos; Michael K. Hurst; David Coale Subject: Eagle/TRO-X: Dates for Corporate Representative of TRO-X Date: Friday, January 6, 2023 4:30:44 PM Attachments: Draft - Notice of Oral Deposition of TRO-X Corporate Representative(s).pdf Leland, Elizabeth, and Jesse, Please provide proposed dates for the oral deposition of a corporate representative of TRO-X, the dates to please be in January. A document with matters upon which deposition is requested is attached. Thank you. Jonathan JONATHAN R. CHILDERS | Partner Lynn Pinker Hurst & Schwegmann Direct 214 981 3810 jchilders@lynnllp.com 2100 Ross Avenue, Suite 2700 Dallas, Texas 75201 www.lynnllp.com CAUSE NO. DC-16-01439 TRO-X, L.P., § IN THE DISTRICT COURT § Plaintiff/Counter-Defendant, § § v. § § EAGLE OIL & GAS CO., § STERLING MI-RO PARTNERS, L.P., § EAGLE LEASING AND INVESTMENT § CORP., PATRICK STERLING § BOLIN, as co-trustee of the Eagle § Employee Overriding Royalty Trust, § 116th JUDICIAL DISTRICT PATRICK STERLING BOLIN, § individually, WARREN T. AYRES, § as co-trustee of the Eagle Employee § Overriding Royalty Trust; and § COG OPERATING, LLC, § § Defendant/Counter-Plaintiff, § § v. § § CHUAR EXPLORATION, INC., § § Third-Party Defendant. § DALLAS COUNTY, TEXAS EAGLE’S NOTICE OF INTENT TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF CORPORATE REPRESENTATIVE(S) OF TRO-X, L.P. TO: Plaintiff/Counter-Defendant TRO-X, L.P., by and through its attorneys of record, Leland C. de la Garza, Elizabeth A. Fitch, and Jesse F. Beck, HALLETT & PERRIN, P.C., 1445 Ross Avenue, Suite 2400, Dallas, Texas 75202; Samuel J. Stennis, COTTON, BLEDSOE, TIGHE & DAWSON, P.C., P.O. Box 2776, Midland, Texas 79702, and W. Clark Lea, 1608 Gulf Avenue, Midland, Texas 79705. Third-Party Defendant Chuar Exploration, Inc., by and through its attorneys of record, Leland C. de la Garza, Elizabeth A. Fitch, and Jesse F. Beck, HALLETT & PERRIN, P.C., 1445 Ross Avenue, Suite 2400, Dallas, Texas 75202; Samuel J. Stennis, COTTON, BLEDSOE, TIGHE & DAWSON, P.C., P.O. Box 2776, Midland, Texas 79702, and W. Clark Lea, 1608 Gulf Avenue, Midland, Texas 79705. EAGLE’S NOTICE OF INTENT TO TAKE DEPOSITION OF Page 1 CORPORATE REPRESENTATIVE(S) OF TRO-X, L.P. Please take notice that, pursuant to the Texas Rules of Civil Procedure, Defendant/Counter Plaintiff Eagle Oil & Gas, LLC. (“Eagle”), by and through its attorneys of record, will take the oral and videotaped deposition of Corporate Representative(s) of Plaintiff/Counter-Defendant TRO-X, L.P. (“TRO-X”), commencing on January ____________, 2023, beginning at 9:30 a.m. CST. The oral and videotaped deposition will be conducted at the offices of HALLETT & PERRIN, P.C., 1445 Ross Avenue, Suite 2400, Dallas, Texas 75202, and it will continue from day to day until completed. The deposition will be taken before a Certified Shorthand Reporter, Notary Public, or other officer duly authorized to administer oaths, and will be videotaped. Pursuant to Rule 199.2(b)(1), TRO-X shall designate, with respect to each of the Designated Matters, reasonably in advance of the foregoing date, the person or persons to testify on its behalf to matters that are known or reasonably available to TRO-X, L.P. The Designated Matters of examination are contained in Exhibit “A”. EAGLE’S NOTICE OF INTENT TO TAKE DEPOSITION OF Page 2 CORPORATE REPRESENTATIVE(S) OF TRO-X, L.P. DATED: January 6, 2023 Respectfully submitted, /s/ Jonathan R. Childers State Bar No. 24050411 jchilders@lynnllp.com Michael K. Hurst State Bar No. 10316310 mhurst@lynnllp.com David S. Coale State Bar No. 00787255 dcoale@lynnllp.com Jamie Drillette State Bar No. 24105820 jdrillette@lynnllp.com Bennett Hampilos State Bar No. 24121271 bhampilos@lynnllp.com LYNN PINKER HURST & SCHWEGMANN, LLP 2100 Ross Avenue, Suite 2700 Dallas, Texas 75201 Telephone: (214) 981-3800 Facsimile: (214) 981-3839 -and- Brett Kutnick State Bar. No. 00796913 bkutnick@jw.com JACKSON WALKER, LLP 2323 Ross Avenue, Suite 600 Dallas, Texas 75201 Telephone: (214) 953-6174 ATTORNEYS FOR EAGLE OIL & GAS, LLC CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of this document has been served on all record of counsel of record via e-serve and e-mail on January 6, 2023. /s/ Jonathan R. Childers EAGLE’S NOTICE OF INTENT TO TAKE DEPOSITION OF Page 3 CORPORATE REPRESENTATIVE(S) OF TRO-X, L.P. EXHIBIT A – MATTERS UPON WHICH DEPOSITION IS REQUESTED 1. The Acreage Acquisition Agreement: New Prospects and Amendment No. 1 to South Haley Prospect Agreement Pecos County, Texas (“NPA”) and any amendments thereto, including its negotiation, performance or non-performance, actual or alleged breach, interpretation or meaning, mechanics and operation, and termination. 2. The Acreage Acquisition Agreement; South Haley Prospect; Pecos County, Texas (“South Haley Agreement”) and any amendments thereto, including its negotiation, performance or non-performance, actual or alleged breach, interpretation or meaning, mechanics and operation, and termination. 3. The interests comprising the New Prospects, including their acquisition, divestiture, cash sale proceeds related thereto, non-cash sale proceeds related thereto including overriding royalty interests (“overrides”) and/or back-in working interests (“back-ins”), any drilling, royalties or payments relating thereto, and/or their purported value or valuation, and TRO-X’s election whether to participate (or not) in the New Prospects including in the leases and/or working interests purchased by Eagle and/or the proceeds resulting from such interests. 4. The nature and operation of TRO-X’s business, including its organizational structure, membership, management structure, personnel, compensation arrangements, operations, and any relationship or partnership with related or affiliated companies or persons. 5. TRO-X’s ability, experience, staffing, and personnel including with respect to the NPA and performance or non-performance thereof, the South Haley Agreement and performance or non-performance thereof, and/or the New Prospects. 6. The business relationship between Eagle and TRO-X, including its genesis, status, and any transactions, agreements, or arrangements executed or performed by and between the parties including before, during, or after the NPA. 7. Work performed, services provided, and/or tools or equipment supplied by TRO-X in connection with the NPA, the South Haley Agreement, and/or the New Prospects. 8. TRO-X’s performance, or lack of performance, of its obligations under the NPA and/or South Haley Agreement. 9. Communications between TRO-X and Eagle, including regarding (a) the NPA and/or South Haley Agreement, including the negotiation, performance or non-performance, actual or alleged breach, interpretation or meaning, mechanics and operation, and termination of those agreements; and (b) the New Prospects, including their acquisition, divestiture, cash sale proceeds related thereto, non-cash sale proceeds related thereto including overrides and/or back-ins, any drilling, royalties or payments relating thereto, and/or their purported value or valuation. EAGLE’S NOTICE OF INTENT TO TAKE DEPOSITION OF Page 4 CORPORATE REPRESENTATIVE(S) OF TRO-X, L.P. 10. Communications between TRO-X and any third parties regar