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CAUSE NO. 2022 23621
NOTZON ADVISORS LIMITED and IN THE DISTRICT COURT OF
TALCO PARTNERS II, LLC,
Plaintiffs,
HARRIS COUNTY, TEXAS
RIO GRANDE E&P MANAGEMENT, LLC,
RIO GRANDE E&P, LLC, COLUMBUS ENERGY,
LLC, and KILLAM OIL CO., LTD.,
Defendants 334TH JUDICIAL DISTRICT
PLAINTIFF TALCO’S OBJECTIONS AND ANSWERS TO
DEFENDANTS’ THIRD SET OF INTERROGATORIES
To: Defendants, Rio Grande E&P Management, LLC and Rio Grande E&P, LLC, by and through
their attorneys of record, Robert S. Safi, John P. Lahad and Amber Magee, Susman
Godfrey, L.L.P., 1000 Louisiana St., Suite 5100, Houston, TX 77002.
Pursuant to the Texas Rules of Civil Procedure, Plaintiff Talco Partners II, LLC hereby serves
its objections and answers to Defendants Rio Grande E&P Management, LLC and Rio Grande E&P,
LLC’s Third Set of Interrogatories.
Respectfully submitted,
Hall Maines Lugrin, P.C.
/s/ George H. Lugrin IV
George H. Lugrin IV
Texas Bar No. 00787930
glugrin@hallmaineslugrin.com
Reece Rondon
Texas Bar No. 00794559
rrondon@hallmaineslugrin.com
2800 Post Oak Blvd., Ste. 6400
Houston, Texas 77056
Tel.: 713.871.9000
Fax: 713.871.8962
Rio Grande MSJ
Attorneys for Plaintiffs
EX 41
2022-23621
of
CERTIFICATE OF SERVICE
I certify that a true and correct copy of the foregoing document was served on all counsel
of record via e mail and/or e service on this 5th day of December 2022, in accordance with the
Texas Rules of Civil Procedure.
Robert S. Safi
John P. Lahad
Amber B. Magee
Susman Godfrey, L.L.P.
1000 Louisiana St., Suite 5100
Houston, Texas 77002
/s/ George H. Lugrin IV
George H. Lugrin IV
of
Talco’s Objections and Responses to Defendants’ Third Set of Interrogatories
Interrogatory No. 10 (Talco)
Please explain the legal theories and general factual bases for your claim that “Plaintiffs’ Amplify
Rights to participate in wells drilled by Columbus under the PMRAs still exist.” See Am. Pet. ¶ 22.
If you contend that Plaintiffs’ alleged “Amplify Rights” constitute a covenant running with the
land, please explain how Plaintiffs’ Amplify Rights satisfy each element of a covenant running
with the land under Texas law.
Answer
Plaintiff objects to this interrogatory on the grounds that it is overbroad and would require
Plaintiff to marshal all of its evidence. Plaintiff further objects to the extent this interrogatory
seeks information protected by the attorney client privilege and/or attorney work product
privilege. Additionally, discovery is ongoing, and Plaintiff reserves the right to amend and/or
supplement its response below. Subject to and without waiving the foregoing objections:
In January 2018 (amended on May 10, 2018), Talco acquired a contractual right to participate as
a working interest owner in any wells drilled on the Amplify Properties by the Rio Grande Parties
That right included wells drilled by future entities owned or controlled by any existing Rio Grande
Parties. One of the Rio Grande Parties subsequently purchased all membership interests of
Columbus Energy, LLC. Columbus Energy undertook and became subject to the contractual
obligations owed Talco by express and implied assumption as well as other legal and equitable
doctrines. Those obligations include Talco’s right to participate as a working interest owner in
any wells drilled on the Amplify Properties by Columbus Energy.
Talco later learned that one of the Rio Grande Parties, Rio Grande E&P, had sold all membership
interests of Columbus Energy to Fourth Floor Partners. But in breach of its obligations, the Rio
Grande Parties did not provide notice so that Talco could decide whether to exercise its Tag
Along in connection with the sale. And similarly, the Rio Grande Parties did not exercise its Drag
Along in connection with the sale. As a result, Columbus Energy’s contractual obligations to Talco
remains in force.
Interrogatory No. 11 (Talco):
Please identify and describe each and every instance where you contend that Rio Grande did not
provide required notice of Rio Grande’s well drilling or property acquisitions. See Am. Pet. ¶ 29.
A complete response will identify the names of all wells or properties for which notice was not
given, state when Rio Grande should have given notice of each well or property, and explain why
the well drilling or property acquisition was covered by the PMRAs.
of
Answer
Plaintiff objects to this interrogatory on the grounds that it is overbroad, would require Plaintiff
to marshal all of its evidence, and is a compound request. Plaintiff further objects to this request
to the extent it is duplicative of Interrogatory No. 2 and refers the Rio Grande Defendants to
Plaintiff’s response to that request. Additionally, discovery is ongoing, and Plaintiff reserves the
right to amend and/or supplement its response below. Subject to and without waiving the
foregoing objections:
The Benavides Family Mineral Trust lease, the Stewart Whitley Trust lease, amendments to the
leases, the Nido Ranch 1H, 3H, 4H, 5H, 6H, the State of Texas Rafter O Unit A 1H, 2H, 3H,
associated rights of ways, and contracts, and other properties as may become known during
discovery.
Interrogatory No. 12 (Talco):
Please identify and describe each and every instance where you contend that Rio Grande
provided some notice about Rio Grande’s well drilling or property acquisitions but not all
“required notices/and or information.” See Am. Pet. ¶ 29. A complete response will identify all
required information that was allegedly required but not provided, identify the well(s) or
property(ies) to which the information related, and explain why Rio Grande was required to
provide that information to Plaintiffs.
Answer
Plaintiff objects to this interrogatory on the grounds that it vague, ambiguous, and does not
accurately reflect paragraph 29 of Plaintiffs’ First Amended Petition. Plaintiff further objects that
it is overbroad, would require Plaintiff to marshal all of its evidence, and is a compound request.
Plaintiff further objects to this request to the extent it is duplicative of Interrogatory No. 2 and
refers the Rio Grande Defendants to Plaintiff’s response to that request. Additionally, discovery
is ongoing, and Plaintiff reserves the right to amend and/or supplement its response below.
Subject to and without waiving the foregoing objections:
The Benavides Family Mineral Trust lease and the Stewart Whitley Trust lease
Interrogatory No. 13 (Talco):
Please explain the legal theories and general factual bases for your claim that Rio Grande
“misrepresented and/or artificially lowered the value of Plaintiffs’ interests being transferred or
exchanged in the early 2022 sale.” See Am. Pet. ¶ 27.
of
Answer
Plaintiff objects to this interrogatory on the grounds that it is overbroad and would require
Plaintiff to marshal all of its evidence. Plaintiff further objects to the extent this interrogatory
seeks information protected by the attorney client privilege and/or attorney work product
privilege. Additionally, discovery is ongoing, and Plaintiff reserves the right to amend and/or
supplement its response below. Subject to and without waiving the foregoing objections:
Rio Grande misrepresented that Talco did not have any rights with respect to the Amplify
Properties and/or that it could unliterally rescind any such rights.
Rio Grande artificially lowered the value of the leases acquired by Talco when allocating the sales
proceeds from Killam, stating that they were the same as what Talco paid.
of
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CAUSE NO. 2022 23621 NOTZON ADVISORS LIMITED and IN THE DISTRICT COURT OF TALCO PARTNERS II, LLC, Plaintiffs, HARRIS COUNTY, TEXAS RIO GRANDE E&P MANAGEMENT, LLC, RIO GRANDE E&P, LLC, COLUMBUS ENERGY, LLC, and KILLAM OIL CO., LTD., Defendants 334TH JUDICIAL DISTRICT PLAINTIFF TALCO’S OBJECTIONS AND ANSWERS TO DEFENDANTS’ THIRD SET OF INTERROGATORIES To: Defendants, Rio Grande E&P Management, LLC and Rio Grande E&P, LLC, by and through their attorneys of record, Robert S. Safi, John P. Lahad and Amber Magee, Susman Godfrey, L.L.P., 1000 Louisiana St., Suite 5100, Houston, TX 77002. Pursuant to the Texas Rules of Civil Procedure, Plaintiff Talco Partners II, LLC hereby serves its objections and answers to Defendants Rio Grande E&P Management, LLC and Rio Grande E&P, LLC’s Third Set of Interrogatories. Respectfully submitted, Hall Maines Lugrin, P.C. /s/ George H. Lugrin IV George H. Lugrin IV Texas Bar No. 00787930 glugrin@hallmaineslugrin.com Reece Rondon Texas Bar No. 00794559 rrondon@hallmaineslugrin.com 2800 Post Oak Blvd., Ste. 6400 Houston, Texas 77056 Tel.: 713.871.9000 Fax: 713.871.8962 Rio Grande MSJ Attorneys for Plaintiffs EX 41 2022-23621 of CERTIFICATE OF SERVICE I certify that a true and correct copy of the foregoing document was served on all counsel of record via e mail and/or e service on this 5th day of December 2022, in accordance with the Texas Rules of Civil Procedure. Robert S. Safi John P. Lahad Amber B. Magee Susman Godfrey, L.L.P. 1000 Louisiana St., Suite 5100 Houston, Texas 77002 /s/ George H. Lugrin IV George H. Lugrin IV of Talco’s Objections and Responses to Defendants’ Third Set of Interrogatories Interrogatory No. 10 (Talco) Please explain the legal theories and general factual bases for your claim that “Plaintiffs’ Amplify Rights to participate in wells drilled by Columbus under the PMRAs still exist.” See Am. Pet. ¶ 22. If you contend that Plaintiffs’ alleged “Amplify Rights” constitute a covenant running with the land, please explain how Plaintiffs’ Amplify Rights satisfy each element of a covenant running with the land under Texas law. Answer Plaintiff objects to this interrogatory on the grounds that it is overbroad and would require Plaintiff to marshal all of its evidence. Plaintiff further objects to the extent this interrogatory seeks information protected by the attorney client privilege and/or attorney work product privilege. Additionally, discovery is ongoing, and Plaintiff reserves the right to amend and/or supplement its response below. Subject to and without waiving the foregoing objections: In January 2018 (amended on May 10, 2018), Talco acquired a contractual right to participate as a working interest owner in any wells drilled on the Amplify Properties by the Rio Grande Parties That right included wells drilled by future entities owned or controlled by any existing Rio Grande Parties. One of the Rio Grande Parties subsequently purchased all membership interests of Columbus Energy, LLC. Columbus Energy undertook and became subject to the contractual obligations owed Talco by express and implied assumption as well as other legal and equitable doctrines. Those obligations include Talco’s right to participate as a working interest owner in any wells drilled on the Amplify Properties by Columbus Energy. Talco later learned that one of the Rio Grande Parties, Rio Grande E&P, had sold all membership interests of Columbus Energy to Fourth Floor Partners. But in breach of its obligations, the Rio Grande Parties did not provide notice so that Talco could decide whether to exercise its Tag Along in connection with the sale. And similarly, the Rio Grande Parties did not exercise its Drag Along in connection with the sale. As a result, Columbus Energy’s contractual obligations to Talco remains in force. Interrogatory No. 11 (Talco): Please identify and describe each and every instance where you contend that Rio Grande did not provide required notice of Rio Grande’s well drilling or property acquisitions. See Am. Pet. ¶ 29. A complete response will identify the names of all wells or properties for which notice was not given, state when Rio Grande should have given notice of each well or property, and explain why the well drilling or property acquisition was covered by the PMRAs. of Answer Plaintiff objects to this interrogatory on the grounds that it is overbroad, would require Plaintiff to marshal all of its evidence, and is a compound request. Plaintiff further objects to this request to the extent it is duplicative of Interrogatory No. 2 and refers the Rio Grande Defendants to Plaintiff’s response to that request. Additionally, discovery is ongoing, and Plaintiff reserves the right to amend and/or supplement its response below. Subject to and without waiving the foregoing objections: The Benavides Family Mineral Trust lease, the Stewart Whitley Trust lease, amendments to the leases, the Nido Ranch 1H, 3H, 4H, 5H, 6H, the State of Texas Rafter O Unit A 1H, 2H, 3H, associated rights of ways, and contracts, and other properties as may become known during discovery. Interrogatory No. 12 (Talco): Please identify and describe each and every instance where you contend that Rio Grande provided some notice about Rio Grande’s well drilling or property acquisitions but not all “required notices/and or information.” See Am. Pet. ¶ 29. A complete response will identify all required information that was allegedly required but not provided, identify the well(s) or property(ies) to which the information related, and explain why Rio Grande was required to provide that information to Plaintiffs. Answer Plaintiff objects to this interrogatory on the grounds that it vague, ambiguous, and does not accurately reflect paragraph 29 of Plaintiffs’ First Amended Petition. Plaintiff further objects that it is overbroad, would require Plaintiff to marshal all of its evidence, and is a compound request. Plaintiff further objects to this request to the extent it is duplicative of Interrogatory No. 2 and refers the Rio Grande Defendants to Plaintiff’s response to that request. Additionally, discovery is ongoing, and Plaintiff reserves the right to amend and/or supplement its response below. Subject to and without waiving the foregoing objections: The Benavides Family Mineral Trust lease and the Stewart Whitley Trust lease Interrogatory No. 13 (Talco): Please explain the legal theories and general factual bases for your claim that Rio Grande “misrepresented and/or artificially lowered the value of Plaintiffs’ interests being transferred or exchanged in the early 2022 sale.” See Am. Pet. ¶ 27. of Answer Plaintiff objects to this interrogatory on the grounds that it is overbroad and would require Plaintiff to marshal all of its evidence. Plaintiff further objects to the extent this interrogatory seeks information protected by the attorney client privilege and/or attorney work product privilege. Additionally, discovery is ongoing, and Plaintiff reserves the right to amend and/or supplement its response below. Subject to and without waiving the foregoing objections: Rio Grande misrepresented that Talco did not have any rights with respect to the Amplify Properties and/or that it could unliterally rescind any such rights. Rio Grande artificially lowered the value of the leases acquired by Talco when allocating the sales proceeds from Killam, stating that they were the same as what Talco paid. of